**Exhibit 10.1**

 

**MICROS SYSTEMS,INC.**

**EXECUTIVE RETIREMENT PLAN**

*Revised April 27, 2005*

 

**ARTICLE 1**

**PURPOSE**

 

MICROS Systems, Inc. (hereaftercalled “the Corporation”) recognizes the contributions to its growth andsuccess made by certain key employees and desires to retain the services ofsuch individuals and to assure the Corporation of the continued benefit oftheir services.  Accordingly, theCorporation hereby establishes the MICROS Systems, Inc. Executive Retirement Plan(the “Plan”) to provide retirement benefits to these employees as describedherein in order to reward and retain such individuals.

 

**ARTICLE 2**

**DEFINITIONS AND CERTAIN PROVISIONS**

 

**Administrator**.  “Administrator” shall mean the Board ofDirectors or, to the extent designated by the Board, the Committee.

 

**Annual Benefit**.  “Annual Benefit” means ten equal annualpayments, each of which shall be equal to the product of the Participant’s(i)  Final Base Compensation multiplied by (ii) the applicableBenefit Percentage.  The first payment ofthe 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 ofsuch date.

 

**Beneficiary**.  “Beneficiary” means the person or personsdesignated as such in accordance with Article 6.

 

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

 

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

 

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

 

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

 

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

 

**Corporation**.  “Corporation” means MICROS Systems, Inc., andany successor corporation.

 

**Date of Employment**.  “Date of Employment” means, for purposes ofdetermining Years of Service, the date upon which the Participant commencedemployment with the Corporation.

 

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

 

**Final Base Compensation**.****“Final Base Compensation”****meansthe annual****base salary, not including annualbonuses, stock option income or other remuneration, the Participant earned overthe twelve-month period during which the Participant worked full-time andexcluding any periods of leave or other absences, immediately preceding theParticipant’s termination of employment with the Corporation.  Final Base Compensation shall be determinedwithout regard to any elective reduction thereof resulting from the Participant’sparticipation in any of the Corporation’s employee benefit plans.

 

**Participant**.  “Participant” means an employee of theCorporation designated on Schedule A hereto.

 

**Plan**. “Plan” means this MICROS Systems, Inc. Executive Retirement Plan, as setforth herein.

 

**Vested Benefit**.  “Vested Benefit” means the nonforfeitableAnnual Benefit provided under the Plan to a Participant who has satisfied therequirements in Section 4.2 of the Plan.

 

**Years of Service**.  “Years of Service” means the total number ofcompleted twelve-month periods during****which theParticipant was in the continuous employ of the Corporation beginning from theParticipant’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 forthe control, management, operation and administration of the Plan and theproper execution of its provisions.  Itshall also be responsible for the construction of the Plan and thedetermination of all questions arising hereunder. In furtherance of theforegoing, the Administrator shall have the sole power, responsibility anddiscretion (i) to establish, interpret, enforce, amend, and revoke fromtime to time such rules and regulations for the administration of the Plan andthe conduct of its business as it deems appropriate, (ii) to determine theentitlement of Participants and their Beneficiaries to benefits under the Plan,and (iii) to decide any disputes that may arise relative to the rights of theParticipants and their Beneficiaries with respect to such benefits.  Any action which the Administrator isrequired or authorized to take shall be final and binding upon each and everyperson who is or may become interested in the Plan.  Notwithstanding anything in the Plan to thecontrary, on and after the occurrence of a Change in Control, the Administratorshall not have any discretion in the administration of the Plan, andnotwithstanding anything in the Plan to the contrary, any court or tribunalthat adjudicates any dispute, controversy or claim in connection with benefitsunder the Plan will apply a denovo standard of review to anydeterminations made by the Administrator in the administration of the Plan.

 

**3.2****                               Expenses**.  The expenses of administering the Plan shallbe paid by the Corporation.

 

**3.3**                               **Claims Administration**.  In the event that benefits under the Plan arenot paid to the Participant, or to his Beneficiary, and such individual feelshe is entitled to receive such benefits, then such individual shall make awritten claim to the Administrator.  TheAdministrator shall review the written claim within a reasonable time after itis submitted, and if the claim is denied, in whole or in part, theAdministrator shall provide written notice of such denial within 90 days ofreceipt of such claim.  Such writtennotice of denial shall be written in a manner calculated to be understood bythe claimant and shall include the following:

 

(i)            thespecific reason or reasons for the denial;

 

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

 

(iii)          adescription of any additional material or information necessary for theclaimant to perfect the claim and an explanation of why such material orinformation is necessary; and

 

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

 

Within 60 days after receipt by the claimant of written notice of thedenial, the claimant may appeal such denial by filing a written application forreview with the Administrator.  Suchwritten application shall state the grounds upon which the claimant seeks tohave the claim reviewed, and may include written comments, documents, recordsand other information relating to the claim for benefits.  The claimant shall be provided, upon requestand free of charge, reasonable access to, and copies of, all documents,records, and other information relevant to the claimant’s claim forbenefits.  The Administrator shall thenreview the decision, taking into account all comments, documents, records andother information submitted by the claimant relating to the claim, withoutregard to whether such information was submitted or considered in the initialbenefit determination, and shall notify the claimant in writing of the resultsof the redetermination within 60 days of receipt of the application for review.  Such written notification shall be written ina manner calculated to be understood by the claimant, and shall include thefollowing:

 

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

 

(ii)           specificreference to pertinent Plan provisions on which the adverse determination isbased;

 

(iii)          astatement that the claimant is entitle to receive, upon request and free ofcharge, reasonable access to, and copies of, all documents, records, and otherinformation relevant to the claimant’s claim for benefits; and

 

(iv)          astatement of the claimant’s right to bring a civil action regarding the adversebenefit determination.

 

**3.4****                               LegalFees**.  In the event anyParticipant or Beneficiary in good faith initiates any dispute, controversy orclaim for benefits under the Plan after the occurrence of a Change in Controlor after the Participant becomes age 62, provided he or she has no fewer thaneight Years of Service, the Corporation shall pay to the Participant orBeneficiary all reasonable legal fees and expenses incurred by the Participantor Beneficiary in connection with such good faith dispute, controversy orclaim.  Such payments shall be madewithin five business days after delivery of the Participant’s or Beneficiary’swritten requests for payment accompanied with such evidence of the reasonablefees 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 tothose employees of the Corporation specified on Schedule A attachedhereto.

 

**4.2**                               **Vesting**.  A Participant (or his or her designatedbeneficiary) shall not be eligible to receive any benefit under the Plan unlessand 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 inControl, or (iii) the Participant dies prior to attaining age 62.  If a Participant terminates employment withthe Corporation prior to satisfaction of the conditions specified in thisSection 4.2, such Participant shall not be entitled to receive any benefitsunder this Plan.

 

**ARTICLE 5**

**BENEFITS**

 

**5.1****                               Paymentsof Vested Benefit**.  TheCorporation shall pay to a Participant his Vested Benefit (if any) commencingupon the later of (i) the first business day of the month next followingthe month in which the Participant’s employment with the Corporationterminates, (ii) the first business day of the month next following themonth in which the Participant attains age 62, or (iii) with respect toany Participant who is a “key employee” (as defined in section 416(i) of theCode without regard to paragraph (5) thereof), to the extent required by Codesection 409A, the first business day which is six months after such Participant’sseparation from service with the Corporation (as determined in accordance withCode section 409A).

 

**5.2****                               SurvivorBenefits**.  If a Participant diesprior to commencement of the payment of his Vested Benefit (if any) under thePlan, the Corporation will pay to the Participant’s Beneficiary the Participant’sVested Benefit (if any) beginning on the first business day of the month nextfollowing the month in which the Participant dies.  If a Participant dies after the commencementof the Participant’s Vested Benefit under the Plan, then any remaining annualpayments of the Participant’s Vested Benefit that, but for such death, wouldhave been paid to the Participant shall be paid to the Participant’sBeneficiary.

 

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

 

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**ARTICLE 6BENEFICIARY DESIGNATION**

 

**6.1****                               Designationof Beneficiary**.  Each Participantshall****have the right,****atany time, to designate****any person orpersons as Beneficiary or Beneficiaries to whom payment under the Plan****shall be made in the event of Participant’s death prior tocomplete distribution to Participant of the benefits due under the Plan.  Each Beneficiary designation shall becomeeffective only****when filed in writing with theCorporation during the****Participant’slifetime on a form prescribed****by theCorporation.

 

**6.2****                               Amendmentof Beneficiary Designation**.  Thefiling of a new Beneficiary designation form will cancel all Beneficiarydesignations previously filed.  Anyfinalized divorce or marriage (other than a common law marriage) of Participantsubsequent to the date of filing of a Beneficiary designation form shall revokesuch designation, unless in the case of divorce, the previous spouse was notdesignated as Beneficiary, and, unless in the case of marriage, the Participant’snew spouse had previously been designated as Beneficiary.  The spouse of a married Participant domiciledin a community property jurisdiction shall join in any designation ofBeneficiary or Beneficiaries other than the spouse.

 

**6.3****                               Failureto Designate a Beneficiary**.  If adeceased Participant****failed todesignate****a Beneficiary****asprovided****herein, or****ifhis Beneficiary designation****is revoked by****marriage, divorce, or otherwise**without****execution of a new designation,****orif all designated Beneficiaries predecease the****Participantor die prior to complete distribution of the Participant’s Vested Benefit, thenthe remaining amounts (if any) of the Participant’s Vested Benefit shall bepaid to the Participant’s****estate.

 

**ARTICLE 7****AMENDMENT AND TERMINATION OF PLAN**

 

The Board of Directors, in its sole discretion, may at any time amendthe Plan in whole or in part or in any respect, or may at any time terminatethe Plan, provided, however that no amendment or termination shall eliminate ordecrease any Vested Benefit theretofore accrued and vested by any Participantprior to such amendment or termination.

 

**ARTICLE****8MISCELLANEOUS**

 

**8.1****                               UnsecuredGeneral Creditor**.  Participantsand their Beneficiaries, heirs, successors, and assigns shall have no legal orequitable rights, interest, or claims in any specific property or assets of theCorporation, nor shall they be beneficiaries of, or have any right, claims, orinterests in any insurance policies, annuity contracts, or the proceedstherefrom

 

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owned or which may be acquired by the Corporation.  Such insurance policies or other assets ofthe Corporation shall not be held under any trust for the exclusive benefit ofParticipants, their Beneficiaries, heirs, successors, or assigns, or held inany way as collateral security solely for the fulfilling of the obligations ofthe Corporation under the Plan.  Any andall 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 Planshall be merely that of an unfunded and unsecured promise of the Corporation topay money in the future.

 

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

 

**8.3****                               EmploymentNot Guaranteed**.  Nothingcontained in the Plan nor any action taken hereunder shall be construed as acontract for services with any Participant or a legal right to continuedemployment of any Participant as an employee of the Corporation, nor shall theadoption and continuation of the Plan or designation of any employee of theCorporation as a Participant interfere with the rights of the Corporation todischarge any Participant and to otherwise treat him without regard to theeffect which such discharge might have upon him as a Participant.

 

**8.4****                               GenderSingular and Plural**.** **All pronouns and****any variations thereof shall be deemed to refer to themasculine, feminine, or neuter as the identity of the person or persons mayrequire.  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 ofthe Plan are for convenience only and shall not control or affect the meaningor construction of any of its provisions.

 

**8.6****                               Validity**.  In the event any provision of the Plan isheld invalid or void or unenforceable, the same shall not affect, in anyrespect whatsoever, the validity of any other provision of the Plan.

 

**8.7****                               Notice**.  Any notice or filing required or permitted tobe given to the Corporation or the Administrator under the Plan shall besufficient if in writing and hand delivered, or sent by registered or certifiedmail to the principal office of the Corporation, directed to the attention ofthe Secretary of the Corporation.  Suchnotice 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 shownon 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 inaccordance****with the laws of the State****of Maryland other than the conflicts provisions thereof.

 

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

 

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

 

 
|   | /s/ John G. Puente               |   |
|--------|----------------------------------|--------|
|   | Chairman, Compensation Committee |

 

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