INTERGRAPH CORPORATION
Huntsville, Alabama 35894-0001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 18, 1995
TO THE SHAREHOLDERS OF INTERGRAPH CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of Intergraph Corporation (the "Company") will be held at the
Intergraph Auditorium, Building 15, Intergraph Way, Huntsville,
Alabama, on May 18, 1995, at 5:00 p.m. local time for the
following purposes:
1. To elect seven directors to the Board of Directors to serve
for the ensuing year and until their successors are duly
elected and qualified (designated as Proposal 1 in the
accompanying Proxy Statement).
2. To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the current year
(designated as Proposal 2 in the accompanying Proxy
Statement).
3. To consider and vote upon the 1995 Intergraph Corporation
Employee Stock Purchase Plan (designated as Proposal 3 in the
accompanying Proxy Statement).
4. To approve or disapprove a proposal by a shareholder that
requests that the Board of Directors amend the Company's
Shareholder Rights Plan so that it does not interfere with
any public tender offer which treats all shareholders fairly
(designated as Proposal 4 in the accompanying Proxy
Statement).
5. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The close of business on March 24, 1995, has been fixed as the
record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
A copy of the Annual Report to Shareholders for the year ended
December 31, 1994, is enclosed.
By Order of the Board of Directors
JOHN R. WYNN
Secretary
Huntsville, Alabama
March 31, 1995
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING. NO
POSTAGE IS NEEDED IF MAILED IN THE UNITED STATES.
INTERGRAPH CORPORATION
HUNTSVILLE, ALABAMA 35894-0001
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of
Intergraph Corporation (the "Company"), to be voted at the Annual
Meeting of Shareholders to be held May 18, 1995, and at any and
all adjournments thereof (the "Meeting"). The form of proxy
permits specification, approval, disapproval or abstention as to
each of the four proposals. Proposals 1, 2, and 3 will be
presented at the Meeting by management and Proposal 4 may be
presented by a shareholder. If the enclosed form of proxy is
properly executed, returned, and not revoked, it will be voted in
accordance with the specifications, if any, made by the
shareholder and, if specifications are not made, will be voted in
favor of Proposals 1, 2, and 3 and against Proposal 4 set forth in
the accompanying Notice of Annual Meeting of Shareholders.
The cost of solicitation of proxies will be borne by the
Company. Proxies may be solicited by directors, officers, or
regular employees of the Company in person or by telephone or
mail. The Company may reimburse brokerage firms and others for
their expenses in forwarding solicitation material regarding the
Meeting to beneficial owners. On or about March 31, 1995, the
Company will commence mailing this Proxy Statement, the enclosed
form of proxy, and the attached Notice to holders of its common
stock.
Shareholders who sign proxies have the right to revoke them at
any time before they are voted by filing with the Secretary of the
Company either an instrument revoking the proxy, or a duly
executed proxy bearing a later date, or by attending the Meeting
and voting in person.
The close of business on March 24, 1995, has been fixed as the
record date for the determination of shareholders entitled to
notice of and to vote at the Meeting.
GENERAL
A majority of the shareholders entitled to vote must be present
in person, or be represented by proxy, to constitute a quorum and
act upon the proposed business. Failure of a quorum to be
represented at the Meeting will necessitate an adjournment and
will subject the Company to additional expense.
Election of directors and Proposals 2, 3, and 4 discussed in
this Proxy Statement require the affirmative vote of the holders
of a majority of the outstanding shares present and entitled to
vote at the Meeting. The Board of Directors recommends that you
vote FOR each nominee for director, FOR Proposals 2 and 3 and
AGAINST Proposal 4 discussed in this Proxy Statement.
Votes are counted by the Company's transfer agent. The
Company's Certificate of Incorporation and Bylaws contain no
provisions concerning the treatment of abstentions and broker non-
votes. Delaware law treats abstentions as votes which are not
cast in favor of a proposal or nominee. Delaware law does not
address the treatment of broker non-votes. Broker non-votes will
be included in the determination of the presence of a quorum, but
will not be counted for purposes of determining whether a nominee
or proposal has been elected or approved.
COMMON STOCK OUTSTANDING AND PRINCIPAL SHAREHOLDERS
As of January 31, 1995, there were outstanding 45,652,929 shares
of the Company's common stock, $.10 par value (the "Common
Stock"). Holders of Common Stock are entitled to one vote per
share on all matters to be voted upon by shareholders.
The following table sets forth information as of January 31,
1995, as to (a) the only persons who were known by the Company to
own beneficially more than 5% of the outstanding Common Stock of
the Company, (b) the shares of Common Stock beneficially owned by
the directors and nominees of the Company, (c) the shares of
Common Stock beneficially owned by James W. Meadlock, Chairman of
the Board and Chief Executive Officer, who is also a nominee, by
the four most highly compensated executive officers who were
serving as such at December 31, 1994 (including Robert E. Thurber,
Executive Vice President and Director, who is also a nominee), and
by Damian Walters, a deceased former executive officer of the
Company whose compensation for the year would have placed him
among the four most highly compensated executive officers had he
been employed at the end of the year (collectively, Mr. Meadlock,
the four most highly compensated executive officers, and Mr.
Walters are the "Named Executive Officers"), and (d) the shares of
Common Stock beneficially owned by all directors, nominees, and
executive officers of the Company as a group:
Percentage of Total
Number of Shares Common Stock
Name (1) Beneficially Owned (2) Outstanding (3)
---------------------- ---------------------- -------------------
Intergraph Corporation
Stock Bonus Plan Trust 6,514,627 (4) 14.3%
Prudential Insurance
Company of America 3,144,487 (5) 6.9%
Sanford C. Bernstein
& Co., Inc. 2,975,369 (6) 6.5%
Directors and Nominees
----------------------
James W. Meadlock 1,165,019 (7) 2.6%
Nancy B. Meadlock 2,045,906 (8) 4.5%
Robert E. Thurber 807,708 (9) 1.8%
Keith H. Schonrock, Jr. 80,840 (10) *
James F. Taylor, Jr. 74,946 (10) *
Roland E. Brown 26,129 (11) *
Larry J. Laster 20,424 (12) *
Named Executive Officers
------------------------
Tommy D. Steele 32,371 (13) *
Manfred Wittler 18,829 (14) *
Stephen J. Phillips 9,393 (15) *
Damian Walters 7,500 (16) *
All directors, nominees,
and executive officers as a
group (19 persons), including
the foregoing directors,
nominees, and named executive
officers (but excluding the
former executive officer) 4,506,886 (17) 9.9%
- -----------------
* Less than 1%
(1) The address of the Stock Bonus Plan Trust is c/o Boston Safe
Deposit and Trust Company, One Boston Place, Boston,
Massachusetts 02108. The address of Prudential Insurance
Company of America is Prudential Plaza, Newark, New Jersey
07102-3777. The address of Sanford C. Bernstein & Co., Inc.
is One State Street Plaza, New York, New York 10004.
(2) Unless otherwise noted, the indicated owner has sole voting
power and sole investment power.
(3) Shares issuable under immediately exercisable stock options
are considered outstanding for the purpose of calculating the
percentage of total outstanding Common Stock owned by
executive officers, the former executive officer, and
directors, nominees, and executive officers as a group holding
such options. Such shares are not considered outstanding for
the purpose of calculating the percentage of total outstanding
Common Stock owned by any other person or group not holding
such options.
(4) Voting rights of the Common Stock held by the Stock Bonus Plan
Trust are passed through to participants in the Stock Bonus
Plan, which is a Company sponsored retirement plan covering
substantially all U.S. employees of the Company. Vested
participants in the Stock Bonus Plan have the right to
diversify one-half of the Common Stock allocated to their
accounts. Vested participants at age 55 have the right to
diversify all of the Common Stock allocated to their accounts.
(5) As set forth on a Schedule 13G dated February 9, 1995. This
schedule discloses that Prudential Insurance Company of
America has sole voting and investment power over 446,703
shares.
(6) As set forth on a Schedule 13G dated February 7, 1995. This
schedule discloses that Sanford C. Bernstein & Co., Inc. has
sole voting power over 1,826,765 shares and sole investment
power over 2,975,369 shares.
(7) This figure includes 197,772 shares allocated to Mr. Meadlock
under the Stock Bonus Plan and 180,000 shares owned jointly by
Mr. Meadlock and Nancy B. Meadlock as to which voting and
investment powers are shared. Mr. Meadlock may be deemed a
"parent" of the Company as defined under the Securities Act of
1933 by virtue of his share ownership and position in the
Company.
(8) This figure includes 1,200,000 shares held in trust for a
child, 127,800 shares Mrs. Meadlock holds as custodian for a
child, 122,505 shares allocated to Mrs. Meadlock under the
Stock Bonus Plan, and 180,000 shares owned jointly by Mrs.
Meadlock and James W. Meadlock as to which voting and
investment powers are shared.
(9) This figure includes 166,271 shares allocated to Mr. Thurber
under the Stock Bonus Plan and 334,120 shares owned by Mr.
Thurber's wife as to which Mr. Thurber does not have sole
voting and investment power.
(10) These figures consist of shares allocated to Mr.
Schonrock and Mr. Taylor under the Stock Bonus Plan.
(11) This figure includes 8,856 shares allocated to Mr. Brown
under the Stock Bonus Plan and 1,920 shares as to which voting
and investment powers are shared.
(12) This figure consists of 9,900 shares owned jointly by Mr.
Laster and his wife as to which voting and investment powers
are shared, 3,024 shares allocated to Mr. Laster under the
Stock Bonus Plan, and 7,500 shares over which Mr. Laster holds
immediately exercisable stock options.
(13) This figure includes 27,500 shares over which Mr. Steele
holds immediately exercisable stock options and 11 shares
allocated to Mr. Steele under the Stock Bonus Plan.
(14) This figure consists of shares over which Mr. Wittler
holds immediately exercisable stock options.
(15) This figure consists of 1,893 shares allocated to Mr.
Phillips under the Stock Bonus Plan and 7,500 shares over
which Mr. Phillips holds immediately exercisable stock
options.
(16) This figure consists of shares over which Mr. Walters'
executors hold immediately exercisable stock options.
(17) This figure includes 801,897 shares allocated to such
persons under the Stock Bonus Plan and 96,829 shares over
which such persons hold immediately exercisable stock options.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of members of the
Board at nine by resolution pursuant to authority granted in the
Bylaws of the Company. The Board of Directors proposes that the
seven nominees listed below be elected as directors to serve until
the next Annual Meeting of Shareholders and until their successors
are duly elected and qualified. Although the Company has
established the number of directors at nine, proxies may not be
voted for more than seven persons. It is the desire of the Board
of Directors that the Board have the option of selecting two
directors to serve on the Board prior to the election of directors
at the next Annual Meeting of Shareholders. It is the intention
of the persons named in the proxy to vote the proxies for the
election of the nominees listed below, all of whom are presently
directors of the Company. If any nominee should become
unavailable to serve as a director for any reason (which is not
anticipated), the persons named as proxies reserve full discretion
to vote for such other person or persons as may be nominated.
The nominees for director, together with certain information
regarding them, are as follows:
Director of
Company
Name and Age Positions/Offices with Company Since
------------------------ ------------------------------ -----------
James W. Meadlock (61) Chairman of the Board and
Chief Executive Officer 1969
Roland E. Brown (57) Director 1979
Larry J. Laster (43) Executive Vice President,
Chief Financial Officer,
and Director 1987
Nancy B. Meadlock (56) Executive Vice President
and Director 1969 (1)
Keith H. Schonrock, Jr. (54) Director 1972
James F. Taylor, Jr. (50) Executive Vice President
and Director 1973
Robert E. Thurber (54) Executive Vice President
and Director 1972
(1) Excluding the period from February 1970 to February 1972.
Mr. Meadlock, Mr. Laster, Mrs. Meadlock, and Mr. Thurber are
principally employed by the Company in the positions set forth
above and have been principally employed by the Company for the
past five years. Mr. Taylor retired as an Executive Vice
President of the Company in 1992 and returned to full-time
employment with the Company in January 1995. James W. Meadlock
and Nancy B. Meadlock are husband and wife.
Mr. Brown joined the Company in 1979 as Vice President,
Treasurer, and Chief Financial Officer and was an Executive Vice
President of the Company at the time of his retirement in 1986.
Mr. Schonrock is a founder of the Company and served in a
variety of engineering positions. At his retirement in 1987, he
was an Executive Vice President of the Company.
Mr. Taylor joined the Company in 1969, shortly after its
formation, and is considered to be a founder. He currently serves
as an Executive Vice President of the Company and President of the
Intergraph Public Safety Business Unit.
BOARD COMMITTEES AND ATTENDANCE
The Board of Directors and its Audit Committee meet periodically
as deemed required by the Board and the Audit Committee. During
the year ended December 31, 1994, the Board of Directors held ten
meetings and the Audit Committee held three meetings. All of the
directors were present for 75% or more of the aggregate Board and
Audit Committee meetings.
The Audit Committee consists of Mr. Schonrock, Mr. Brown, and
Mr. Taylor. The purpose of the Audit Committee is to oversee the
system of internal accounting control and the internal audit
function, and to ensure the objectivity of the independent audit.
The Company does not have a nominating committee or compensation
committee.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers, directors, and persons who own more than
ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (SEC) and The NASDAQ
Stock Market, Inc. Officers, directors, and greater than ten
percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms and any
amendments thereto furnished to the Company, or written
representations that no forms were required, the Company believes
that during the year ended December 31, 1994, all Section 16(a)
filing requirements applicable to its officers, directors, and
greater than ten percent beneficial owners were met, except that
Manfred Wittler, an Executive Vice President of the Company, filed
one late report covering two transactions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In order to encourage retention of Common Stock by executive
officers, the Company adopted a loan program effective January
1993, under which executive officers may borrow from the Company,
on an unsecured basis, an amount not exceeding (1) the current
market value of Common Stock owned by any such executive officer,
and/or (2) the net value (current market price less exercise
price) of currently exercisable stock options owned by any such
executive officer. Interest on the loans is charged monthly at
the prevailing prime rate. Amounts must be repaid by the earliest
to occur of termination of employment, the date of sale of any
Common Stock by the executive officer, or May 1, 1995.
At January 31, 1995, James W. Meadlock was indebted to the
Company in the amount of $4,809,000 under the program. This
amount represents the maximum amount outstanding since January 1,
1994.
EXECUTIVE COMPENSATION
Information relating to compensation of certain executive
officers of the Company, the policies and practices of the Company
relative to executive compensation, and the performance of the
Company's stock are presented in this section. This information
consists of a summary compensation table, information on stock
option grants, exercises, and year end values, information on
employment contracts, a report on executive compensation from the
Board of Directors, and a graph depicting the five-year
performance of the Company's stock against the performance of a
peer group of companies and the Standard & Poor's 500 stock index.
Summary Compensation Table
The following table summarizes for the last three years the
compensation of the Chairman and Chief Executive Officer, the four
most highly compensated executive officers who were serving as
such at December 31, 1994, and Damian Walters, a deceased former
executive officer of the Company whose compensation in 1994 would
have placed him among the top four most highly compensated
executive officers for the year had he been employed at December
31, 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------------- ------------
Other Securities
Name and Annual Underlying All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($) Option (#) Compensation ($)
- --------------------------- ---- ---------- --------- ---------------- ------------ ----------------
(1)
<S> <C> <C> <C> <C> <C> <C>
James W. Meadlock,
Chairman and Chief
Executive Officer (2) 1994 $300,000 --- --- --- $ 6,371
1993 $300,000 --- --- --- $ 6,390
1992 $300,000 --- --- --- $ 4,152
Manfred Wittler,
Executive Vice President (3) 1994 $246,933 $ 92,431 $ 70,997 --- $ 12,062
1993 $243,939 $ 72,671 $ 68,486 29,359 $ 11,920
1992 $216,049 $ 95,679 $ 61,481 --- $ 10,851
Stephen J. Phillips,
Executive Vice President (4) 1994 $207,480 --- --- --- $ 6,685
1993 $200,640 --- $ 20,749 --- $ 6,474
1992 $188,760 --- --- --- $ 6,369
Tommy D. Steele,
Executive Vice President (5) 1994 $182,000 --- $ 29,309 --- $ 4,005
1993 $182,000 --- --- --- $ 3,926
1992 $ 98,000 --- $ 64,654 110,000 $ 2,941
Robert E. Thurber,
Executive Vice President
and Director (6) 1994 $166,400 --- --- --- $ 3,845
1993 $166,400 --- --- --- $ 3,779
1992 $166,400 --- --- --- $ 3,749
Damian Walters,
Former Executive Vice
President (7) 1994 $187,000 $38,276 $161,464 --- $ 69,956
</TABLE>
(1) "Other Annual Compensation" for each of the named executives
does not include the value of certain personal benefits, if
any, furnished by the Company or for which it reimburses the
named executives, including the use of corporate vehicles,
unless the value of such benefits in total exceeds the lesser
of $50,000 or 10% of the total annual salary and bonus reported
in the above table for the named executive.
(2) "All Other Compensation" for Mr. Meadlock consists of the following:
1994 1993 1992
------- ------- -------
Retirement plans contribution $ 53 $ 72 $ 102
Term life insurance * 6,318 6,318 4,050
------- ------- -------
Total $ 6,371 $ 6,390 $ 4,152
======= ======= =======
(3) "Other Annual Compensation" for Mr. Wittler consists of the following:
1994 1993 1992
------- ------- -------
Housing allowance $32,787 $32,432 $32,967
Lease of vehicle 31,653 28,765 24,558
Other 6,557 7,289 3,956
------- ------- -------
Total $70,997 $68,486 $61,481
======= ======= =======
"All Other Compensation" for Mr. Wittler consists of the following:
1994 1993 1992
------- ------- -------
Retirement plans contribution $ 9,877 $ 9,758 $ 8,642
Health insurance premiums 2,185 2,162 2,209
------- ------- -------
Total $12,062 $11,920 $10,851
======= ======= =======
Mr. Wittler is paid primarily in European currencies which
fluctuate in value against the U.S. dollar.
(4) "Other Annual Compensation" for Mr. Phillips for 1993 includes
$16,744 for use of a corporate apartment. "All Other
Compensation" for Mr. Phillips consists of the following:
1994 1993 1992
------- ------- -------
Retirement plans contribution $ 4,583 $ 4,585 $ 4,480
Term life insurance * 2,102 1,889 1,889
------- ------- -------
Total $ 6,685 $ 6,474 $ 6,369
======= ======= =======
(5) Mr. Steele joined the Company as an executive officer in June
1992. "Other Annual Compensation" for Mr. Steele includes
$26,074 in 1994 and $62,583 in 1992 for reimbursement of
relocation expenses and related income tax payments. "All
Other Compensation" for Mr. Steele consists of the following:
1994 1993 1992
------- ------- -------
Retirement plans contribution $ 2,196 $ 2,117 $ 2,037
Term life insurance * 1,809 1,809 904
------- ------- -------
Total $ 4,005 $ 3,926 $ 2,941
======= ======= =======
(6) "All Other Compensation" for Mr. Thurber consists of the following:
1994 1993 1992
------- ------- -------
Retirement plans contribution $ 2,215 $ 2,149 $ 2,119
Term life insurance * 1,630 1,630 1,630
------- ------- -------
Total $ 3,845 $ 3,779 $ 3,749
======= ======= =======
(7) Mr. Walters first became an executive officer of the Company in
January 1994. "Other Annual Compensation" for Mr. Walters
includes $104,940 for housing allowance and $46,747 for lease
of a vehicle. "All Other Compensation" for Mr. Walters
consists of $48,081 for unused leave-time paid at Mr. Walters'
death, $14,960 for retirement plan contributions, and $6,915
for health care cost reimbursement.
* Premium payments for term life insurance were not made to
split-dollar insurance arrangements.
Stock Option Grants, Exercises and Year End Values
The Company from time to time awards stock options to executive
officers and other key employees pursuant to a stock option plan
approved by the shareholders of the Company. Members of the
Plan's administrative committee, which includes James W. Meadlock
and Robert E. Thurber, are not eligible to receive options under
the plan. There were no options granted to or exercised by any of
the Named Executive Officers who are eligible to receive options
under the plan during the year ended December 31, 1994.
The following table sets forth values as of December 31, 1994,
for stock options held by the Named Executive Officers who are
eligible to receive options under the plan.
YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Year End (#) at Year End($)
-------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ----------- ------------- ----------- -------------
Manfred Wittler,
Executive Vice President 18,829 30,530 --- ---
Stephen J. Phillips,
Executive Vice President 7,500 2,500 --- ---
Tommy D. Steele,
Executive Vice President 27,500 82,500 $6,875 $20,625
Damian Walters,
Former Executive Vice
President 7,500 --- $1,875 ---
The value of unexercised in-the-money options is determined as the
excess of the closing sale price of the Company's Common Stock as
reported on The NASDAQ Stock Market for December 30, 1994 over the
exercise price of the options held by the Named Executive Officer.
Compensation of Directors
Directors of the Company are not compensated for their services as directors.
Employment Contracts
Mr. Wittler holds employment contracts with the U.S. parent
company and with three of the Company's international business
entities. The contracts provide Mr. Wittler a fixed base salary,
certain expense allowances for housing, a leased vehicle, and
other personal expense items, and annual incentive bonus payments
for achievement and overachievement of certain sales order,
revenue, and profitability goals of the Company's operations in
the Americas and Europe. The contracts are open-ended but may be
terminated by either party with six months written notification.
The contracts provide for six months severance pay in the event of
involuntary termination of employment, and for relocation of Mr.
Wittler at the Company's expense in the event of voluntary
termination of employment. Should the contracts be terminated by
either of the parties, Mr. Wittler is obligated to refrain from
direct competition with the Company or its affiliates for a period
of six months following termination, provided the Company has met
its severance pay obligation as described above.
Mr. Walters and the U.S. parent company were parties to an
employment contract dated January 1, 1994, which provided Mr.
Walters a fixed base salary, quarterly incentive bonus payments
based on order levels for the Asia Pacific region, and expense
allowances for housing, a leased vehicle, and other personal
expense items. The contract terminated upon Mr. Walters' death in
November 1994.
Compensation Committee Interlocks and Insider Participation
The Company does not have a compensation committee or other
committee of the Board of Directors performing equivalent
functions. Mr. Meadlock's compensation is determined by the
Board, excluding Mr. Meadlock and Nancy B. Meadlock. During the
year ended December 31, 1994, the Board held no deliberations
regarding the compensation of Mr. Meadlock. The Board has
delegated responsibility for determination of the compensation of
all other executive officers to Mr. Meadlock. The Administrative
Committee of the Company's stock option plans (the "Administrative
Committee"), which is appointed by the Board of Directors and
currently consists of Messrs. Meadlock, Schonrock, Taylor, and
Thurber, may award both incentive stock options and non-qualified
stock options to executive officers and other key employees.
During the year ended December 31, 1994, the Administrative
Committee awarded options for a total of 70,000 shares of the
Company's Common Stock, none of which were awarded to a Named
Executive Officer.
During the year ended December 31, 1994, no executive officer of
the Company served as a director or as a member of the
compensation committee or committee performing equivalent
functions of another business entity, and no executive officer of
another business entity served as a member of the Board of
Directors of the Company.
Board of Directors' Report on Executive Compensation
The Chairman and Chief Executive Officer (CEO) subjectively
determines the compensation of all other executive officers of the
Company based on the authority and discretion granted him by the
Board of Directors. There are no standard performance factors,
either corporate or applicable directly to the executive whose
salary is being considered, that serve as specific measures of
performance in the CEO's determination of executive salaries. In
arriving at his decision, the CEO may form a subjective judgment
as to the executive's overall contribution to the Company,
consider his or her level of experience, and subjectively consider
the Company's overall financial performance. Relative weights are
not formally assigned to these factors, but some factors,
particularly the Company's financial performance as measured by
revenue and earnings, may be subjectively considered more
important than others in arriving at compensation for each
individual executive officer. Specific quantifiable performance
objectives are not used in determining the individual's
contribution to the Company, with the exception of sales
personnel, who are assigned sales dollar goals. Evaluation of
executives whose principal duties are technical in nature is based
principally on the CEO's subjective judgment of the technical
design and timeliness of development of new products. Salaries
for executives performing administrative functions are based
primarily on a subjective determination of contribution to the
Company. The Company does not perform formal salary surveys. The
CEO has a general awareness of industry compensation practices by
virtue of his experience and position in the industry, but
specific industry or competitor compensation data (including that
of the peer group of companies in the performance graph following
this report) is not utilized.
There is no formal bonus plan for executive officers, but
exceptional individual performance, as determined by the CEO, has
occasionally been rewarded by a cash bonus at the discretion of
the CEO. Overall corporate performance neither guarantees nor
precludes the award of bonuses, but may influence the amount of
such bonuses. Sales executives are paid a base salary that
approximates 70% of the executives' total potential annual
compensation. The base salary amount may be supplemented in
amounts up to an additional 30% of total potential compensation if
certain order, revenue, and profitability objectives are met. The
occurrence and amount of bonus awards are not based on standard
criteria or quantifiable performance factors applicable either to
the individual or the financial performance of the Company.
The granting of stock options to purchase shares of the
Company's stock over a ten year period at a specified price is the
primary means of providing long-term incentive to executive
officers to perform in a manner that benefits themselves, the
Company, and the Company's shareholders. There are no standard
performance factors, applicable to either the individual and his
or her job performance or the financial performance of the
Company, utilized in the option award decisions of the
Administrative Committee. Decisions to award stock options are
based upon subjective evaluations of job performance and expected
contribution to the Company. Stock options may also be used to
attract new employees. Previous option awards are considered when
awarding new options. With respect to incentive stock options,
such options may not exceed the amounts permitted under applicable
Internal Revenue Code provisions.
The compensation of the Chairman and CEO is determined by the
other members of the Board of Directors, with the exception of
Nancy B. Meadlock. Since 1989 the Board has not deliberated the
compensation of the CEO, and the CEO has not been awarded a salary
increase or bonus. There are no standard corporate or individual
performance factors utilized by the Board in evaluation of CEO
compensation. The Board believes that, because of Mr. Meadlock's
large beneficial holding of Company stock, the interests of Mr.
Meadlock are aligned with those of the Company's other
shareholders, making salary less a factor than return on common
stock in evaluation of CEO compensation. Mr. Meadlock is not
eligible to receive grants of stock options because of his
participation on the Administrative Committee of the option plans.
The Company at times enters into employment agreements with key
executives, generally of three years duration or less, that
specify the terms of employment including compensation
arrangements. The agreements generally provide for employment at
will but may also provide for severance payments under certain
circumstances excluding termination for cause. Such severance
amounts do not exceed the balance of compensation due for the
remaining unfulfilled term of the agreement. Executives without
employment agreements terminated through a workforce reduction or
job elimination receive severance pay based on years of service up
to a maximum of twenty-six weeks pay under a Company policy
applicable to all employees.
The above report on executive compensation is given by the
Company's Board of Directors.
James W. Meadlock Keith H. Schonrock, Jr.
Roland E. Brown James F. Taylor, Jr.
Larry J. Laster Robert E. Thurber
Nancy B. Meadlock
Performance Graph
The following graph sets forth a comparison of the cumulative
total shareholder return to the Company's shareholders with that
of a group of peer companies and that of the Standard & Poor's 500
Stock Index for the five-year period ended December 31, 1994. The
Company considers its peer group to be the top five U.S. companies
in terms of sales to the computer-aided design (CAD) industry
and/or the top five U.S. computer workstation manufacturing
companies for which financial information is publicly available,
as determined on the basis of 1993 revenues by Dataquest,
Incorporated, a leading market research firm in the computer
industry. The Company's current year peer group consists of IBM,
Hewlett-Packard Corp., Digital Equipment Corp., Sun Microsystems,
Inc., Silicon Graphics, Inc., and Autodesk, Inc. The composition
of the peer group has changed from the presentation in last year's
Proxy Statement. Compaq Computer Corp., which was included in the
top five U.S. CAD companies based on 1992 revenues and thus was
included in the Company's 1994 peer group, was replaced in the
Dataquest top five by Autodesk, Inc. based on 1993 revenues.
Dataquest ranks the Company number four among the U.S. CAD
companies and number seven among U.S. workstation manufacturers
based on 1993 revenues.
Total shareholder return for the peer group, the Standard &
Poor's 500, and the Company was determined by adding a) the
cumulative amount of dividends for a given year, assuming dividend
reinvestment, and b) the difference between the share price at the
beginning and at the end of the year, the sum of which was then
divided by the share price at the beginning of such year. The
graph assumes $100 was invested on December 31, 1989 in the peer
group, in the Standard & Poor's 500 companies, and in the Company.
Comparative Five-Year Total Returns
Peer Group, Standard & Poor's 500 Stock Index,
and Intergraph Corporation (INGR)
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
Peer Group $100 $110 $104 $ 79 $ 90 $115
S&P 500 $100 $ 97 $126 $136 $150 $152
INGR $100 $ 80 $103 $ 77 $ 62 $ 47
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Ernst &
Young LLP as the Company's independent auditors to audit the
financial statements of the Company and to perform other
accounting services as appropriate for the year ending December
31, 1995. Such appointment will be presented to the shareholders
for ratification at the Meeting. If the shareholders do not
ratify the appointment, the selection of another firm will be
considered by the Board. A representative of Ernst & Young LLP is
expected to be present at the Meeting to respond to questions from
shareholders and will be given the opportunity to make a statement
if so desired.
The Board of Directors recommends a vote FOR Proposal 2.
PROPOSAL 3
APPROVAL OF THE 1995 INTERGRAPH CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
At the Meeting, the shareholders will be asked to adopt and
approve the 1995 Intergraph Corporation Employee Stock Purchase
Plan (the "Purchase Plan"), which has been unanimously approved by
the Board of Directors subject to approval by the shareholders.
The Purchase Plan is intended to replace the 1987 Intergraph
Corporation Employees Stock Purchase Plan (the "1987 Stock
Purchase Plan"), which will terminate on May 31, 1995.
The purpose of the Purchase Plan is to provide eligible
employees of the Company and its subsidiaries with an opportunity
to purchase shares of Intergraph Common Stock. The Purchase Plan
is designed to be an "employee stock purchase plan" as defined in
Section 423 of the Internal Revenue Code (the "Code").
The description of the Purchase Plan set forth herein is
intended solely as a summary and is subject to and qualified by
the full text of the Purchase Plan, a copy of which is attached
hereto as Exhibit A.
A total of 3,200,000 shares of Intergraph Common Stock (subject
to adjustment in the event of stock splits, stock dividends, and
other similar adjustments) will be made available for purchase
under the Purchase Plan through a series of consecutive annual
offerings beginning June 1, 1995. No offering under the Purchase
Plan may commence after June 1, 1999. Under the 1987 Stock
Purchase Plan, 3,200,000 shares of Common Stock were also reserved
for sale.
All regular, full-time employees of the Company and its
subsidiaries on or after June 1, 1995, other than members of the
Purchase Plan Administrative Committee (the "Committee"), will be
eligible to participate in the Purchase Plan (including, without
limitation, executive officers of the Company who are not members
of the Committee). The Purchase Plan will terminate on the day
participating employees become entitled to purchase a number of
shares equal to or greater than the number of shares remaining
available for purchase, or at any other time, at the discretion of
the Board of Directors of the Company (the "Board"). Subject to
extension or earlier termination of the Purchase Plan, either by
the terms of the Purchase Plan or at the discretion of the Board
of Directors of the Company, no offering under the Purchase Plan
will be made which will extend beyond June 1, 2000. All amounts
in the accounts of participating employees as of the date the
Purchase Plan terminates will be promptly refunded or carried
forward into the employee's account under a successor purchase
plan, if any.
Approximately 9,000 employees of the Company are eligible to
participate in the Purchase Plan. The amount of options reserved
or to be reserved and the shares to be purchased under the
Purchase Plan by the eligible Named Executive Officers, all other
eligible current executive officers, and all other employees who
are not executive officers cannot be determined at this time or
for the Company's most recent fiscal year because participation in
the Purchase Plan is optional for each employee, and because the
actual number of shares purchased is dependent upon the amount set
aside by each employee during each offering period and upon the
price of the shares when purchased.
The Purchase Plan will be administered by the Committee. The
Committee will be appointed by the Board, and will consist of at
least three (3) Board members. The Committee will not permit or
deny participation in the Purchase Plan contrary to the
requirements of the Code (including, but not limited to, Sections
423(b)(3), (4), and (8) thereof) and regulations promulgated
thereunder. An option to purchase shares under the Purchase Plan
may not be granted to an employee who, immediately prior to or
after such option is granted, owns or would own 5% or more of the
total combined voting power or value of the stock of the Company
or any subsidiary, including stock which may be purchased under
outstanding options (and as determined by Section 424(d) of the
Code).
The purchase price for each share purchased under the Purchase
Plan will be 85% of the average market price on the last pay date
of each calendar month or, if the stock was not traded on the last
pay date of such month, on the last date the stock was traded
prior to the last pay date of such month (the "Per Share Price").
The Purchase Plan defines "average market price" as the closing
sale price of the Common Stock as reported on The NASDAQ Stock
Market, or the mean between the highest and lowest per share sales
price should the stock be listed on an exchange.
Employees electing to participate in the Purchase Plan may set
aside, by payroll deduction, up to ten percent (10%) of their
compensation for the purpose of purchasing shares under the
Purchase Plan. On the last pay date of each calendar month, the
account balance of each employee then participating in the
Purchase Plan will be applied to the purchase of full and partial
shares at the Per Share Price for such calendar month.
An employee may at any time increase or decrease his payroll
deduction. Payroll deductions will continue unless changed,
discontinued, or the employee becomes ineligible to continue
participating in the Purchase Plan. No employee may be given the
right to purchase shares under the Purchase Plan if the aggregate
fair market value (as determined at the effective date of the
offering) of such shares and any other shares which such employee
has a right to acquire under any other stock purchase plan of the
Company during the same calendar year would exceed twenty-five
thousand dollars ($25,000). The Company may use funds received or
held pursuant to the Purchase Plan for any corporate purpose. The
Company may also purchase outstanding shares pursuant to, on
behalf of, or for delivery under the Purchase Plan.
An employee may at any time and for any reason withdraw all (but
not less than all) of the balance accumulated in the employee's
account and thereby withdraw from participation in an offering.
Thereafter, the employee may begin participation again at any
time. In the event of the participating employee's retirement,
death, or termination of employment, no payroll deduction will be
taken from any pay due and owing to the employee at such time.
The balance in the employee's account will be paid to the employee
or, in the event of death, to the employee's estate. Rights under
the Purchase Plan will not be transferable by a participating
employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime
only by the employee.
The Board may at any time, and from time to time, amend the
Purchase Plan in any respect, except that without the requisite
approval of the shareholders, the Board of Directors may not amend
the Purchase Plan to increase or decrease the number of shares
approved for the Purchase Plan (other than for stock splits, stock
dividends and other adjustments), decrease the Per Share Price, or
change the designation of subsidiaries eligible to participate in
the Purchase Plan. The Purchase Plan may not be amended more
frequently than every six months except to comply with the
requirements of the Code.
Under the Code, no taxable income need be reported until the
year in which the employee makes a sale or other disposition of
the shares, or the year of death of the employee if no sale or
other disposition of the shares has occurred by then. The
required holding period for long-term capital gain or loss
purposes (the "capital gain holding period") is more than one
year. If the employee sells or otherwise disposes of the shares
within two years after the date of offering or before the end of
the capital gain holding period, the disposition is considered a
"disqualifying disposition" and will result in reportable ordinary
income in an amount equal to the difference between the fair
market value of the shares and the exercise price. The excess of
the average market price of the shares on the date of purchase
less the actual purchase price must be reported even if no profit
was made on the sale or the shares were given away free. If the
shares purchased under the Purchase Plan are sold or otherwise
disposed of more than two years after the date of offering and
after the end of the capital gain holding period, the profit will
be taxed as long-term capital gain, except there must be reported
as ordinary income the lesser of 15% of the average market price
of the shares on the date of offering, or an amount, if any, equal
to the net proceeds of sale (or if not a sale, the average
market price on the date of disposition) of the shares less the
actual purchase price. If no sale or disposition of the shares
has occurred by the time of the employee's death, the ordinary
income which must be reported by the employee in the year of death
(no matter how long the stock is held) is the lesser of 15% of the
average market price of the shares on the date of offering or an
amount, if any, equal to the average market price of the shares on
the date of death less the actual purchase price. There is no
capital gain or loss on a disposition by gift or transfer at
death.
If a disqualifying disposition should occur, the Company is
entitled to a deduction for its taxable year in an amount equal to
the ordinary income required to be included in the income tax
return of the employee. In the absence of a disqualifying
disposition, the Company is not allowed any deduction.
If the Purchase Plan is approved, the 3,200,000 shares of Common
Stock which will be available for purchase will represent
approximately 7% of the 45,652,929 shares outstanding at the close
of business on January 31, 1995. The average closing sale price
of the Common Stock on that date was $10.125.
The Board of Directors recommends a vote FOR Proposal 3.
PROPOSAL 4
SHAREHOLDER PROPOSAL REGARDING
THE COMPANY'S SHAREHOLDER RIGHTS PLAN
The Company has been informed that a shareholder intends to
present the following resolution for action at the Company's
Annual Meeting of Shareholders. The name and address of the
shareholder submitting such proposal and the number of shares of
Common Stock held by that shareholder will be furnished to any
person upon request of the Company.
Approval of this Proposal, WHICH IS OPPOSED BY THE COMPANY'S
BOARD OF DIRECTORS, requires the affirmative vote of the holders
of a majority of the outstanding shares present and entitled to
vote at the Meeting.
"RESOLVED, that the Shareholders request that the
Board amend the `Shareholder's Rights Plan' so that
it does NOT interfere with any public tender offer
which treats all Shareholders fairly."
The following statement was submitted by the shareholder in
support of such resolution:
"BACKGROUND: At the Meeting last year, 38% of the
Shareholders voted for this proposal. The fact
that the proposal failed, however, undoubtedly
discouraged many Shareholders and potential
acquirers. Share values dropped significantly
after the Meeting and have dropped to a fraction of
their book value since the Shareholder's Rights
Plan was adopted. The Board's claim that they can
best "assess the adequacy and fairness of any
offer" is not supported by the facts over the past
9 years. It is for these reasons that we should re-
evaluate this proposal.
"THE PROBLEM: The Board has stated that there are
both "fair" and "unfair" tender offers. However,
the Shareholders' Rights Plan makes no such
distinction; it opposes all tender offers and, by
so doing, eliminates a whole class of potential
investors.
"THE SOLUTION: This Proposal effectively requests
that the Board make a distinction between "fair"
and "unfair" tender offers and state that they will
not attack the offerer of a fair tender offer by
dilutive or confiscatory action.
"VOTE FOR this proposal in order to restore
interest in the Company Shares by a whole class of
potential investors. Please do not check the
ABSTAIN box, as your Shares would be counted
AGAINST this proposal.
___________________________________________________
"DEFINITIONS: A tender offer is an unsolicited
offer to buy out the Company's Shareholders -
generally at a price that is significantly higher
than prior market prices. A "fair" tender offer is
one which guarantees the same price to all
Shareholders. An "unfair" tender offer is one
which pays a lower price after the acquirer has a
majority stake. The "Shareholder's Rights Plan" is
a threat by the Board to diminish the value of the
investment of any Shareholder who has a 15% stake
in the Company."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF
THIS RESOLUTION, FOR THE FOLLOWING REASONS:
On August 25, 1993, the Board of Directors adopted a Shareholder
Rights Plan (the "Rights Plan") to protect the Company's
shareholders against abusive takeover practices and to ensure that
each shareholder would be treated fairly and equally. Without the
Rights Plan, third parties would be free to engage in coercive or
abusive takeover tactics, such as two-tiered offers which may
include stock and other difficult to value consideration in
addition to cash, and to otherwise seek to acquire the Company on
terms which may not be in the best interests of the Company and
its shareholders. The Rights Plan is designed to assure that all
of the Company's shareholders receive fair and equal treatment in
the event of any proposed takeover of the Company and to guard
against partial tender offers and other tactics to gain control
that are considered abusive. The Rights Plan is intended to
achieve these objectives by making such tactics more costly for an
acquirer and by creating an incentive for an acquirer to negotiate
with the Board of Directors.
The proponent's supporting statement implies that the Rights
Plan deters legitimate acquisition proposals and results in
decreased stock values, but the proponent provides no facts to
support this implication. To the contrary, the Rights Plan will
not deter a serious bidder who wants to acquire the Company in a
manner in which all shareholders receive what the Board believes
to be the full value for their stock. The Board of Directors is
in the best position to assess the adequacy and fairness of any
offer, and it has a fiduciary duty to respond to such offers in a
manner which is in the best interests of the Company and the
shareholders. The Board is also required to meet these fiduciary
obligations in determining whether to redeem the rights granted
under the Rights Plan in response to a specific acquisition
proposal. The overriding objective of the Board in adopting the
Rights Plan was, and continues to be, the preservation and
maximization of the Company's value for all shareholders.
If adopted, the amendment to the Rights Plan would create
uncertainty as to the Board's role in evaluating tender offers.
The Rights Plan is intended to give the Board sufficient time to
evaluate any proposed tender offer and possible alternatives, and
to provide sufficient negotiating strength to take those steps
that the Board believes would be necessary to maximize the value
that can be achieved for all shareholders. The amendment would
interfere with the ability of the Board to negotiate favorable
acquisition terms and would dilute the protection afforded the
Company's shareholders by the Rights Plan. In addition, nothing
in the Rights Plan affects the right of shareholders to receive
tender offers directly, and the Board, consistent with its
fiduciary duties, may redeem the rights within a certain period
after any offer is commenced. The Company believes the Board of
Directors is in the best position to assess the adequacy and
fairness of any offer without the limitations and uncertainties
that would result from such an amendment to the Rights Plan.
The Board of Directors recommends a vote AGAINST Proposal 4.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Shareholder proposals intended for presentation at the 1996
Annual Meeting must be received by the Company for inclusion in
its 1996 proxy material no later than December 2, 1995.
OTHER
Management does not know of any other matters to be presented at
the Meeting for action by shareholders. However, if any other
matters are properly brought before the Meeting or any adjournment
thereof, votes will be cast pursuant to the proxies in accordance
with the best judgment of the proxy holders with respect to such
matters.
UPON WRITTEN REQUEST OF ANY SHAREHOLDER TO JOHN R. WYNN,
SECRETARY, INTERGRAPH CORPORATION, HUNTSVILLE, ALABAMA 35894-0001,
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
By Order of the Board of Directors
JOHN R. WYNN
Secretary
DATED: March 31, 1995
EXHIBIT "A"
1995 INTERGRAPH CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The purpose of this 1995 Intergraph Corporation Employee
Stock Purchase Plan (the "Plan") is to provide employees of
Intergraph Corporation (the "Corporation"), and employees of its
subsidiaries (as defined in Section 10 below), an opportunity to
purchase shares of Intergraph common, ten cent ($.10) par value
stock ("Intergraph Stock") through annual offers to be made during
a five-year period commencing June 1, 1995. A total of 3,200,000
shares in the aggregate have been approved for this purpose.
1. Administration. The Plan will be administered by a
Committee appointed by the Board of Directors of the Corporation,
consisting of at least three of its members. The Committee will
have the authority to make rules and regulations relating to Plan
administration. The interpretations and decisions of the Committee
with regard to the Plan and its administration shall be final and
conclusive.
2. Eligibility. All regular, full-time employees of the
Corporation and its subsidiaries, other than members of the
Committee, are eligible to participate in the Plan, in accordance
with such rules as the Committee may prescribe from time to time;
provided that such rules shall neither permit nor deny
participation in the Plan contrary to the requirements of the
Internal Revenue Code (including, but not limited to, Sections
423(b)(3),(4) and (8) thereof) and regulations promulgated
thereunder. No employee may be granted an option to purchase
shares under the Plan if the employee, either before or
immediately after the option is granted, owns or would own 5% or
more of the total combined voting power or value of the stock of
the Corporation or any subsidiary. For purposes of the preceding
sentence, the rules of Section 424(d) of the Internal Revenue Code
shall apply in determining the stock ownership of an employee, and
stock which the employee may purchase under outstanding options
shall be treated as stock owned by the employee.
3. Offerings. The Corporation may make up to five annual
offerings to employees to purchase stock under the Plan. Each
offering period shall be of 12 months duration, during which (or
during such portion thereof as an employee may elect to
participate) the amounts received as compensation by an employee
shall constitute the basis for measuring such employee's
participation in the offering, to the extent participation is
based on compensation.
4. Participation. An employee eligible on the effective
date of any offering may participate in such offering at any time
by completing and forwarding a payroll deduction authorization
form to the shareholder relations department. The form will
authorize a regular payroll deduction from the employee's
compensation.
5. Deductions. The Corporation will maintain payroll
deduction accounts for all participating employees. With respect
to any offering made under this Plan, an employee may authorize a
payroll deduction in terms of whole number percentages up to a
maximum of 10% of the compensation an employee receives during the
offering period (or during such portion thereof as an employee may
elect to participate).
No employee may have the right to purchase stock under this
Plan if, when aggregated with the employee's right to purchase
shares under any other stock purchase plan of the Corporation and
its subsidiaries, such rights accrue at a rate which exceeds
$25,000 of the fair market value of such stock (determined at the
effective date of the offering) for each calendar year in which
the option is outstanding at any time.
6. Deduction Changes. An employee may at any time increase
or decrease the employee's payroll deduction by filing a new
payroll deduction authorization form. The change may not become
effective sooner than the next pay period after receipt of the
form.
7. Withdrawal of Funds. An employee may at any time and for
any reason permanently withdraw all (but not less than all) of the
balance accumulated in the employee's Plan account, and thereby
withdraw from participation in an offering. The employee may at
any time thereafter renew participation in the Plan.
8. Purchase of Shares. Each employee participating in any
offering under this Plan will be granted an option, on the
effective date of such offering, to purchase as many full and
partial shares of Intergraph stock as the employee may elect to
purchase with up to 10% of compensation received during the
specified offering period (or during such portion thereof as an
employee may elect to participate), to be paid by payroll
deductions during such period.
The offering price for each share purchased will be 85% of
the average market price (as defined in Section 10 below) on the
last pay date of each calendar month or, if the stock was not
traded on the last pay date of such month, on the last date the
stock was traded prior to the last pay date of such month. As of
the last day of the pay period immediately preceding the last pay
date of each calendar month during any offering, the account of
each participating employee shall be totaled, and the employee
shall be deemed to have exercised an option to purchase such
number of full and fractional shares as may be purchased at such
offering price with the amounts then held in such employee's
account. The amount of the purchase shall be charged against the
employee's Plan account, and a stock certificate shall be issued
to the employee as of such date, or the ownership of such shares
shall be otherwise appropriately evidenced on the books of the
Corporation.
A participating employee may not purchase a share under any
offering period after termination of such offering period.
9. Registration of Certificates. Certificates may be
registered only in the name of the employee, or, if the employee
so indicates on the employee's payroll deduction authorization
form, in the employee's name jointly with right of survivorship.
10. Definitions. The term "average market price" shall be
deemed to be the closing sale price of the Common Stock as
reported on The NASDAQ Stock Market (or the mean between the
highest and lowest per share sales price should the stock be
listed on an exchange). Subject to the foregoing, the Committee
shall have full authority and discretion, and shall be fully
protected, in connection with fixing the purchase price.
The term "subsidiary" means a subsidiary of the Corporation
within the meaning of Section 424(f) of the Internal Revenue Code
and the regulations promulgated thereunder.
11. Rights as a Stockholder. None of the rights or
privileges of a stockholder of the Corporation shall exist with
respect to shares purchased under this Plan unless and until
certificates representing such shares shall have been issued, or
such shares shall have been otherwise appropriately evidenced on
the books of the Corporation.
12. Rights on Retirement, Death, or Termination of
Employment. In the event of a participating employee's retirement
or death, or termination of a participating employee's employment,
no payroll deduction shall be taken from any pay due and owing to
an employee at such time, and the balance in the employee's
account (if any) shall be paid to the employee or, in the event of
the employee's death, to the employee's estate.
13. Rights Not Transferable. Rights under this Plan are not
transferable by a participating employee other than by will or the
laws of descent and distribution, and are exercisable during the
employee's lifetime only by the employee.
14. Application of Funds. All funds received or held by the
Corporation under this Plan may be used for any corporate purpose.
15. Adjustment in Case of Changes Affecting Intergraph
Stock. In the event of a subdivision of the outstanding shares of
the Corporation, or the payment of a stock dividend, the number of
shares approved for this Plan shall be increased proportionately,
and such other adjustment shall be made as may be deemed equitable
by the Board of Directors. In the event of any other change
affecting Intergraph stock, the Board of Directors may make such
adjustments, including but not limited to adjusting the number of
shares approved for this Plan, as it deems necessary or
appropriate to properly reflect such event.
16. Amendment of the Plan. The Board of Directors may at
any time, and from time to time, amend this Plan in any respect
(including but not limited to amendments intended to facilitate
participation by those eligible employees who are subject to
Section 16 of the Securities Exchange Act of 1934, and the rules
and regulations promulgated thereunder), except that, without the
approval of the shareholders of the Corporation, no amendment
shall be made (i) increasing or decreasing the number of shares
approved for this Plan (other than as provided in Section 15,
above), (ii) decreasing the offering price per share, or (iii)
changing the designation of subsidiaries eligible to participate
in the Plan. The Plan may not be amended more frequently than
every six months except to comply with the requirements of the
Internal Revenue Code.
17. Termination of the Plan. This Plan and all rights of
employees under any offering made pursuant to this Plan shall
terminate:
(a) on the day that participating employees become
entitled to purchase a number of shares equal to or greater than
the number of shares remaining available for purchase (if the
number of shares subscribed for is greater than the number of
remaining shares, the available shares shall be allocated by the
Committee among such participating employees in such a manner as
it deems fair); or
(b) at any time, at the discretion of the Board of
Directors.
No offering hereunder shall be made which will extend beyond
June 1, 2000. Upon termination of this Plan all amounts in the
accounts of participating employees shall be carried forward into
the employee's payroll deduction account under a successor Plan,
if any, or promptly refunded.
18. Governmental Regulations. The Corporation's obligation
to sell and deliver Intergraph Stock under this Plan is subject to
the approval of any governmental authority required in connection
with the authorization, issuance, or sale of such stock.
19. Purchase of Shares. Purchases of outstanding shares may
be made pursuant to and on behalf of this Plan, upon such terms as
the Corporation may approve, for delivery under this Plan.
INTERGRAPH CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE INTERGRAPH CORPORATION
BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS, MAY 18, 1995
The undersigned hereby appoints James W. Meadlock and John R.
Wynn, or either of them, as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to vote,
as designated below, all the shares of Common Stock of Intergraph
Corporation which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders to be held
on May 18, 1995, or any adjournment(s) thereof. In their
discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any
adjournment(s) thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR ELECTION OF ALL NOMINEES LISTED
BELOW, FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4.
The Board of Directors recommends a vote FOR election of all
nominees listed below, FOR Proposals 2 and 3 and a vote AGAINST Proposal 4.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
1. Election of Directors
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY [ ] FOR ALL nominees
listed below to vote for all nominees listed below (Except
listed below as marked to the
contrary below)
Nominees: James W. Meadlock; Roland E. Brown; Larry J. Laster;
Nancy B. Meadlock; Keith H. Schonrock, Jr.;
James F. Taylor, Jr.; Robert E. Thurber.
INSTRUCTION: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the list above.
2. Proposal to ratify the appointment of Ernst & Young LLP as the
Company's auditors for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve the 1995 Intergraph Corporation Employee
Stock Purchase Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Shareholder proposal that requests that the Board of Directors
amend the Company's Shareholder Rights Plan so that it does not
interfere with any public tender offer which treats all
shareholders fairly.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
COM*
ESP*
ESB*
Please sign exactly as your name appears at left.
If registered in the names of two or more persons,
each should sign. Executors, administrators,
trustees, guardians, attorneys, and corporate
officers should show their titles.
Signature: Date: , 1995
Signature: Date: , 1995
* COM = Common Stock Shares; ESP = Employees Stock Purchase Plan
Shares; ESB = Employees Stock Bonus Plan Shares.
