-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NxHNWJ5Ajk6YiUCQTj4mxXGFtgjtYmUUJR4jGroYgMjcU3ztWmnFV/od4JpihKXq z/sbptApR0ImSLHhq5pSgg== 0001144204-07-031847.txt : 20070614 0001144204-07-031847.hdr.sgml : 20070614 20070614141305 ACCESSION NUMBER: 0001144204-07-031847 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070612 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20070614 DATE AS OF CHANGE: 20070614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROS SYSTEMS INC CENTRAL INDEX KEY: 0000320345 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 521101488 STATE OF INCORPORATION: MD FISCAL YEAR END: 0826 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09993 FILM NUMBER: 07919589 BUSINESS ADDRESS: STREET 1: 7031 COLUMBIA GATEWAY DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046-2289 BUSINESS PHONE: 4432856000 MAIL ADDRESS: STREET 1: 7031 COLUMBIA GATEWAY DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046-2289 8-K 1 v078402_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: June 12, 2007
(Date of earliest event reported)
 
MICROS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)
 
MARYLAND
000-09993
52-1101488
(State of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)

7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289
(Address of principal executive offices)
(Zip code)
 
Registrant’s telephone number, including area code: 443-285-6000
 

 
Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2007, the Board of Directors of MICROS Systems, Inc. (the “Company”) authorized and directed the Company to enter into the Fourth Amendment to the Consulting Agreement between the Company and Louis M. Brown, Jr., its Vice-Chairman (the “Fourth Amendment”). The Fourth Amendment mainly (a) extends the term of the Consulting Agreement one year until June 30, 2008, and (b) establishes the compensation payable to Mr. Brown during the twelve-month period ending June 30, 2008, which such compensation is the same as it was in the year ending June 30, 2007.

A copy of the Fourth Amendment is attached as an Exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
Date: June 12, 2007 MICROS Systems, Inc.
  (Registrant)
 
 
 
 
 
 
  By:   /s/ Gary C. Kaufman
 
Gary C. Kaufman
  Executive Vice-President, Finance and Administration, and Chief Financial Officer  
 
Exhibit 10.1 - Fourth Amendment to Consulting Agreement between the Company and Louis M. Brown, Jr.
 

EX-10.1 2 v078402_ex10-1.htm Unassociated Document
Exhibit 10.1

FOURTH AMENDMENT TO CONSULTING AGREEMENT

This Fourth Amendment to the Consulting Agreement is effective this 12th day of June, 2007 (the “Fourth Amendment”), by and between MICROS SYSTEMS, INC., a Maryland corporation, with offices located at 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the "Company"), and Louis M. Brown, Jr., whose address is Louis M. Brown, Jr., 4801 Maury Lane, Alexandria, VA 22304-1909 (hereinafter referred to as the “Consultant”).

WHEREAS, the Consultant and the Company entered into a Consulting Agreement dated June 30, 1995, as amended (the “Agreement”); and

WHEREAS, the parties hereto would like to amend the Agreement pursuant to this Fourth Amendment in an effort to assure the availability of a consultant with corporate, industry and management expertise.

NOW, THEREFORE, the Company and the Consultant, for good and valuable consideration, and pursuant to the terms, conditions, and covenants contained herein, hereby agree as follows:

1. Section 3 of the Agreement, captioned “Term”, shall be deleted in its entirety and the following new language inserted in lieu thereof:

“The term of this Agreement shall commence upon the day and year first above written (“Commencement Date”) and shall continue until June 30, 2008, unless sooner terminated, as provided herein.”

2. Section 4 of the Agreement, captioned “Compensation”, is amended by inserting the following new row:

Period
Compensation
July 1, 2007 through June 30, 2008
$250,000

3. Section 5 of the Agreement, captioned “Bonuses”, is amended by inserting the following new row:

Fiscal Year Ending
Target Bonus
June 30, 2008
$150,000

4. The first paragraph of Section 13(c)(3) of the Agreement shall be deleted in its entirety and the following new language inserted in lieu thereof:

Payment Upon Termination By The Company. If the Company terminates this Agreement for any reason other than Good Cause, the Consultant shall be entitled to receive from the Company and the Company shall pay to the Consultant in one lump sum, within fifteen (15) days following the termination of this Agreement, all of the compensation and Target Bonus payments provided for in Sections 4 and 5 of this Agreement for the period beginning on the date of the termination of the Agreement and ending on June 30, 2008.”
 
 
 

 
 
5. The first paragraph of Section 13(c)(4) of the Agreement shall be deleted in its entirety and the following new language inserted in lieu thereof:

“Payment Upon Termination By The Consultant. If the Consultant terminates this Agreement for Good Reason, other than Good Reason described in Section 13(a)(3)a), he shall be entitled to receive from the Company and the Company shall pay to the Consultant in one lump sum, within fifteen (15) days following the date of the Consultant's termination of this Agreement, all of the compensation and Target Bonus payments provided for in Sections 4 and 5 of this Agreement for the period beginning on the date of the Consultant's termination of this Agreement and ending on June 30, 2008. If the Consultant terminates this Agreement for the Good Reason described in Section 13(a)(3)a), then and in such event, he shall be entitled to receive from the Company and the Company shall pay to the Consultant in one lump sum, within fifteen (15) days following the date of the Consultant's termination of this Agreement, an amount equal to all of the compensation and Target Bonus payments provided for in Sections 4 and 5 of this Agreement for the period beginning on the date of the Consultant's termination and ending on June 30, 2008.”

6. The second paragraph of section 6 shall be deleted in its entirety. The Consultant acknowledges that the Company has satisfied all of its obligations under the Agreement as of the date hereof, including without limitation section 6.

7. All other provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the dates indicated below, the effective date of this Fourth Amendment being the 12th day of June, 2007.
 
         
ATTEST:
 
COMPANY:
MICROS SYSTEMS, INC.
 
 
 
   
 
 
 
 
    By:    
(SEAL)
   
A. L. Giannopoulos
 
   
Chairman, President and Chief Executive Officer
 
         
[Corporate Seal]
       
   
CONSULTANT:
 
WITNESS:
       
       
(SEAL)
     
Louis M. Brown, Jr.
 
 
 
 

 

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