Exhibit 10.1


 


MICROS SYSTEMS,
INC.


EXECUTIVE RETIREMENT PLAN


Revised April 27, 2005


 


ARTICLE 1


PURPOSE


 


MICROS Systems, Inc. (hereafter
called “the Corporation”) recognizes the contributions to its growth and
success made by certain key employees and desires to retain the services of
such individuals and to assure the Corporation of the continued benefit of
their services.  Accordingly, the
Corporation hereby establishes the MICROS Systems, Inc. Executive Retirement Plan
(the “Plan”) to provide retirement benefits to these employees as described
herein in order to reward and retain such individuals.


 


ARTICLE 2


DEFINITIONS AND CERTAIN PROVISIONS


 


Administrator.  “Administrator” shall mean the Board of
Directors or, to the extent designated by the Board, the Committee.


 


Annual Benefit.  “Annual Benefit” means ten equal annual
payments, each of which shall be equal to the product of the Participant’s
(i)  Final Base Compensation multiplied by (ii) the applicable
Benefit Percentage.  The first payment of
the Annual Benefit shall be made on the date specified in Section 5.1 or 5.2,
as applicable, and the last payment will be made on the ninth anniversary of
such date.


 


Beneficiary.  “Beneficiary” means the person or persons
designated as such in accordance with Article 6.


 


Benefit Percentage.  “Benefit Percentage” means (i) 18% if
the Participant’s employment with the Corporation terminates prior to the date
the Participant attains age 63 (including if the Participant’s employment is
terminated on account of his or her death prior to attaining age 63);
(ii) 21% if the Participant’s employment with the Corporation terminates
on or after the date the Participant attains age 63 but prior to the date the
Participant attains age 64; (iii) 24% if the Participant’s employment with
the Corporation terminates on or after the date the Participant attains age 64
but prior to the date the Participant attains age 65; or (iv) 30% if the
Participant’s employment with the Corporation terminates on or after the date
the Participant attains age 65.


 


Board of Directors or Board.  “Board of Directors” or “Board” means the
Board of Directors of the Corporation.


 





















 


Change in Control.  “Change in Control” means:  (i) the acquisition (other than from the
Corporation) by any Person, as defined herein, of the beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as amended) of 50% or more of (A) the then-outstanding shares of
capital stock of the Corporation (the “Common Stock”), or (B) the combined
voting power of the then-outstanding securities of the Corporation entitled to
vote generally in the election of directors (the “Corporation Voting Stock”);
or (ii) the effective time of any merger, share exchange, consolidation, or
other business combination involving the Corporation if immediately after such
transaction persons who hold 50% of the outstanding voting securities entitled
to vote generally in the election of directors of the surviving entity (or the
entity owning 100% of such surviving entity) are not persons who, immediately
prior to such transaction, held Common Stock. 
For purposes of this definition, a “Person” means any individual, entity
or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended, other than any employee benefit plan
sponsored or maintained by the Corporation and by entities controlled by the
Corporation or an underwriter of the Common Stock in a registered public
offering.


 


Code. 
“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


Committee. 
“Committee” means the Compensation Committee of
the Board of Directors.


 


Corporation.  “Corporation” means MICROS Systems, Inc., and
any successor corporation.


 


Date of Employment.  “Date of Employment” means, for purposes of
determining Years of Service, the date upon which the Participant commenced
employment with the Corporation.


 


Effective Date.  “Effective Date” means August 25, 2004.


 


Final Base Compensation. “Final Base Compensation” means
the annual base salary, not including annual
bonuses, stock option income or other remuneration, the Participant earned over
the twelve-month period during which the Participant worked full-time and
excluding any periods of leave or other absences, immediately preceding the
Participant’s termination of employment with the Corporation.  Final Base Compensation shall be determined
without regard to any elective reduction thereof resulting from the Participant’s
participation in any of the Corporation’s employee benefit plans.


 


Participant.  “Participant” means an employee of the
Corporation designated on Schedule A hereto.


 


Plan. 
“Plan” means this MICROS Systems, Inc. Executive Retirement Plan, as set
forth herein.


 


Vested Benefit.  “Vested Benefit” means the nonforfeitable
Annual Benefit provided under the Plan to a Participant who has satisfied the
requirements in Section 4.2 of the Plan.


 


Years of Service.  “Years of Service” means the total number of
completed twelve-month periods during which the
Participant was in the continuous employ of the Corporation beginning from the
Participant’s Date of Employment.


 


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ARTICLE 3


ADMINISTRATION OF THE PLAN


 


3.1                               Duties and Powers of the Administrator.  The Administrator shall be responsible for
the control, management, operation and administration of the Plan and the
proper execution of its provisions.  It
shall also be responsible for the construction of the Plan and the
determination of all questions arising hereunder. In furtherance of the
foregoing, the Administrator shall have the sole power, responsibility and
discretion (i) to establish, interpret, enforce, amend, and revoke from
time to time such rules and regulations for the administration of the Plan and
the conduct of its business as it deems appropriate, (ii) to determine the
entitlement of Participants and their Beneficiaries to benefits under the Plan,
and (iii) to decide any disputes that may arise relative to the rights of the
Participants and their Beneficiaries with respect to such benefits.  Any action which the Administrator is
required or authorized to take shall be final and binding upon each and every
person who is or may become interested in the Plan.  Notwithstanding anything in the Plan to the
contrary, on and after the occurrence of a Change in Control, the Administrator
shall not have any discretion in the administration of the Plan, and
notwithstanding anything in the Plan to the contrary, any court or tribunal
that adjudicates any dispute, controversy or claim in connection with benefits
under the Plan will apply a de  novo standard of review to any
determinations made by the Administrator in the administration of the Plan.


 


3.2                               Expenses.  The expenses of administering the Plan shall
be paid by the Corporation.


 


3.3                               Claims Administration.  In the event that benefits under the Plan are
not paid to the Participant, or to his Beneficiary, and such individual feels
he is entitled to receive such benefits, then such individual shall make a
written claim to the Administrator.  The
Administrator shall review the written claim within a reasonable time after it
is submitted, and if the claim is denied, in whole or in part, the
Administrator shall provide written notice of such denial within 90 days of
receipt of such claim.  Such written
notice of denial shall be written in a manner calculated to be understood by
the claimant and shall include the following:


 


(i)            the
specific reason or reasons for the denial;


 


(ii)           specific
reference to pertinent Plan provisions on which the denial is based;


 


(iii)          a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


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(iv)          a
description of the Plan’s claim review procedures and the time limits
applicable to such procedures, including a statement of the claimant’s right to
bring a civil action following an adverse determination on review.


 


Within 60 days after receipt by the claimant of written notice of the
denial, the claimant may appeal such denial by filing a written application for
review with the Administrator.  Such
written application shall state the grounds upon which the claimant seeks to
have the claim reviewed, and may include written comments, documents, records
and other information relating to the claim for benefits.  The claimant shall be provided, upon request
and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claimant’s claim for
benefits.  The Administrator shall then
review the decision, taking into account all comments, documents, records and
other information submitted by the claimant relating to the claim, without
regard to whether such information was submitted or considered in the initial
benefit determination, and shall notify the claimant in writing of the results
of the redetermination within 60 days of receipt of the application for review.  Such written notification shall be written in
a manner calculated to be understood by the claimant, and shall include the
following:


 


(i)            the
specific reason or reasons for the adverse determination;


 


(ii)           specific
reference to pertinent Plan provisions on which the adverse determination is
based;


 


(iii)          a
statement that the claimant is entitle to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits; and


 


(iv)          a
statement of the claimant’s right to bring a civil action regarding the adverse
benefit determination.


 


3.4                               Legal
Fees.  In the event any
Participant or Beneficiary in good faith initiates any dispute, controversy or
claim for benefits under the Plan after the occurrence of a Change in Control
or after the Participant becomes age 62, provided he or she has no fewer than
eight Years of Service, the Corporation shall pay to the Participant or
Beneficiary all reasonable legal fees and expenses incurred by the Participant
or Beneficiary in connection with such good faith dispute, controversy or
claim.  Such payments shall be made
within five business days after delivery of the Participant’s or Beneficiary’s
written requests for payment accompanied with such evidence of the reasonable
fees and expenses incurred as the Corporation may reasonably require.


 


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ARTICLE 4


PARTICIPATION AND VESTING


 


4.1                               Participation.  Participation in the Plan shall be limited to
those employees of the Corporation specified on Schedule A attached
hereto.


 


4.2                               Vesting.  A Participant (or his or her designated
beneficiary) shall not be eligible to receive any benefit under the Plan unless
and until the Participant has no fewer than eight Years of Service and either
(i) the Participant has attained age 62, or (ii) there is a Change in
Control, or (iii) the Participant dies prior to attaining age 62.  If a Participant terminates employment with
the Corporation prior to satisfaction of the conditions specified in this
Section 4.2, such Participant shall not be entitled to receive any benefits
under this Plan.


 


ARTICLE 5


BENEFITS


 


5.1                               Payments
of Vested Benefit.  The
Corporation shall pay to a Participant his Vested Benefit (if any) commencing
upon the later of (i) the first business day of the month next following
the month in which the Participant’s employment with the Corporation
terminates, (ii) the first business day of the month next following the
month in which the Participant attains age 62, or (iii) with respect to
any Participant who is a “key employee” (as defined in section 416(i) of the
Code without regard to paragraph (5) thereof), to the extent required by Code
section 409A, the first business day which is six months after such Participant’s
separation from service with the Corporation (as determined in accordance with
Code section 409A).


 


5.2                               Survivor
Benefits.  If a Participant dies
prior to commencement of the payment of his Vested Benefit (if any) under the
Plan, the Corporation will pay to the Participant’s Beneficiary the Participant’s
Vested Benefit (if any) beginning on the first business day of the month next
following the month in which the Participant dies.  If a Participant dies after the commencement
of the Participant’s Vested Benefit under the Plan, then any remaining annual
payments of the Participant’s Vested Benefit that, but for such death, would
have been paid to the Participant shall be paid to the Participant’s
Beneficiary.


 


5.3                               Withholding: Unemployment Taxes.  To the extent required by the law in effect
at the time payments are made, the Corporation shall withhold from payments
made hereunder any taxes required to be withheld by the federal or any state or
local government.


 


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ARTICLE 6

BENEFICIARY DESIGNATION


 


6.1                               Designation
of Beneficiary.  Each Participant
shall have the right, at
any time, to designate any person or
persons as Beneficiary or Beneficiaries to whom payment under the Plan shall be made in the event of Participant’s death prior to
complete distribution to Participant of the benefits due under the Plan.  Each Beneficiary designation shall become
effective only when filed in writing with the
Corporation during the Participant’s
lifetime on a form prescribed by the
Corporation.


 


6.2                               Amendment
of Beneficiary Designation.  The
filing of a new Beneficiary designation form will cancel all Beneficiary
designations previously filed.  Any
finalized divorce or marriage (other than a common law marriage) of Participant
subsequent to the date of filing of a Beneficiary designation form shall revoke
such designation, unless in the case of divorce, the previous spouse was not
designated as Beneficiary, and, unless in the case of marriage, the Participant’s
new spouse had previously been designated as Beneficiary.  The spouse of a married Participant domiciled
in a community property jurisdiction shall join in any designation of
Beneficiary or Beneficiaries other than the spouse.


 


6.3                               Failure
to Designate a Beneficiary.  If a
deceased Participant failed to
designate a Beneficiary as
provided herein, or if
his Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or
if all designated Beneficiaries predecease the Participant
or die prior to complete distribution of the Participant’s Vested Benefit, then
the remaining amounts (if any) of the Participant’s Vested Benefit shall be
paid to the Participant’s estate.


 


ARTICLE 7

AMENDMENT AND TERMINATION OF PLAN


 


The Board of Directors, in its sole discretion, may at any time amend
the Plan in whole or in part or in any respect, or may at any time terminate
the Plan, provided, however that no amendment or termination shall eliminate or
decrease any Vested Benefit theretofore accrued and vested by any Participant
prior to such amendment or termination.


 


ARTICLE  8

MISCELLANEOUS


 


8.1                               Unsecured
General Creditor.  Participants
and their Beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, interest, or claims in any specific property or assets of the
Corporation, nor shall they be beneficiaries of, or have any right, claims, or
interests in any insurance policies, annuity contracts, or the proceeds
therefrom


 


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owned or which may be acquired by the Corporation.  Such insurance policies or other assets of
the Corporation shall not be held under any trust for the exclusive benefit of
Participants, their Beneficiaries, heirs, successors, or assigns, or held in
any way as collateral security solely for the fulfilling of the obligations of
the Corporation under the Plan.  Any and
all of the Corporation’s assets and insurance policies shall be, and remain,
subject to the general unsecured creditors of the Corporation.  The Corporation’s obligation under the Plan
shall be merely that of an unfunded and unsecured promise of the Corporation to
pay money in the future.


 


8.2                               Nonassiqnability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, or
interest therein which are, and all rights to which are, expressly
declared to be unassignable and non-transferable.  No part of the amount payable shall, prior to
actual payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony, or separate maintenance owed by a Participant or any
other person, nor be transferable by operation of law in the event of a
Participant’s or any other person’s bankruptcy or insolvency.


 


8.3                               Employment
Not Guaranteed.  Nothing
contained in the Plan nor any action taken hereunder shall be construed as a
contract for services with any Participant or a legal right to continued
employment of any Participant as an employee of the Corporation, nor shall the
adoption and continuation of the Plan or designation of any employee of the
Corporation as a Participant interfere with the rights of the Corporation to
discharge any Participant and to otherwise treat him without regard to the
effect which such discharge might have upon him as a Participant.


 


8.4                               Gender
Singular and Plural.  All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, or neuter as the identity of the person or persons may
require.  As the context may require, the singular may be read as the plural and the plural as the singular.


 


8.5                               Captions.  The captions of the Articles and Sections of
the Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.


 


8.6                               Validity.  In the event any provision of the Plan is
held invalid or void or unenforceable, the same shall not affect, in any
respect whatsoever, the validity of any other provision of the Plan.


 


8.7                               Notice.  Any notice or filing required or permitted to
be given to the Corporation or the Administrator under the Plan shall be
sufficient if in writing and hand delivered, or sent by registered or certified
mail to the principal office of the Corporation, directed to the attention of
the Secretary of the Corporation.  Such
notice shall be deemed given as of the


 


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date of delivery or, if delivery is made by mail as of the date shown
on the postmark on the receipt for registration or certification.


 


8.8                               Applicable Law.  To the extent not preempted by Federal law,
this Plan shall be governed and construed in
accordance with the laws of the State of Maryland other than the conflicts provisions thereof.


 


8.9                               Compliance
with Code Section 409A. 
Notwithstanding anything in this Plan to the contrary, the Plan is
intended to meet requirements of Code section 409A, and any provision of the
Plan which is inconsistent with Code section 409A shall be disregarded and
shall not create any right in any Participant or Beneficiary.


 


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IN WITNESS WHEREOF, this Plan has been executed the 19th day
of November, 2004, to be effective as of the Effective Date, and amended as
hereinabove the 27th day of April, 2005.


 


 


	
   

  	
  /s/ John G. Puente

  	
   

  
	
   

  	
  Chairman, Compensation Committee

  



 


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