INTERGRAPH CORP
EX-10.1  EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g97255exv10w1.txt
<DESCRIPTION>EX-10.1  EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1
SEPTEMBER 2, 2005


Mr. Anthony Colaluca, Jr.
19 Lakeside Place West
Palm Coast, FL 32137

Re: Offer of Employment

Dear Mr. Colaluca ("Employee"):

Intergraph Corporation ("Company") is pleased to extend to you an offer of
employment for the position of Executive Vice President, Chief Financial Officer
of Intergraph Corporation. The terms of the Company's offer of employment
("Agreement") are as follows:

1.       POSITION AND TITLE

         a.       Executive Vice President, Chief Financial Officer, reporting
                  directly to the Chief Executive Officer of the Company.

         b.       Full Time, Exempt Employee (FLSA status).

2.       CASH COMPENSATION

         a.       Initial Annual Base Salary - $325,000. Base salary shall be
                  reviewed no less than annually and the independent members of
                  the Board of Directors (or a committee of the Board comprised
                  solely of independent directors) may increase such amount as
                  it may deem advisable. The base salary shall be payable to the
                  Employee in substantially equal installments in accordance
                  with the Company's normal payroll practices.

         b.       Signing Bonus - $85,000, payable within ten (10) days of the
                  Employee's first date of work.

         c.       Targeted and Management by Objective ("MBO") Bonuses -
                  Employee shall receive an annual MBO target cash bonus
                  opportunity in an amount not less than 75% of annual salary
                  each calendar year during the term of this Agreement. The
                  entitlement to any such target cash bonus, if any, shall be
                  determined by the independent members of the Board of
                  Directors (or a committee of the Board comprised solely of
                  independent directors). Notwithstanding the foregoing,
                  Employee shall receive a guaranteed cash bonus for the
                  remainder of 2005 in the amount of $120,000 to be paid at a
                  time determined by the independent members of the Board of
                  Directors (or a committee of the Board comprised solely of
                  independent directors),

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Mr. Colaluca                           2                       September 2, 2005

                  but not later than promptly following the filing of the
                  Company's financial statements for the year ended December 31,
                  2005 with the Securities and Exchange Commission.

         3.   STOCK GRANTS --The Employee shall receive a grant of 30,000 shares
         of Intergraph common stock in the form of a restricted stock grant (no
         exercise price) under the Intergraph Corporation 2004 Equity Incentive
         Plan pursuant to the form of agreement set forth in Attachment A. The
         grant date shall be the first date of employment of Employee by
         Company. The grant shall also be subject to equity retention policies
         defined by the Intergraph Board of Directors, or the Compensation
         Committee of said Board. During the term of this Agreement, the
         independent members of the Board of Directors (or a committee of the
         Board comprised solely of independent directors) will consider on an
         annual basis long-term incentive awards to Employee pursuant to the
         Company's equity incentive plans; provided however, Employee does not
         expect to be considered for a long-term incentive award during 2006 as
         may be issued to other executives of the Company related to service
         and performance rendered in 2005..

4.       BENEFITS -- The Employee shall be entitled to participate in all
         applicable Company employee benefits as may be in effect from time to
         time. A copy of the Employee Benefits Plan Summary has been separately
         provided for your review.

5.       VACATION -- The Employee shall be entitled to the greater of three (3)
         weeks paid vacation per year, or as otherwise provided for by the
         Company's vacation accrual policy.

6.       TERM OF AGREEMENT -- The term of employment under this offer shall be
         for one (1) year from the first date of employment. The terms of this
         offer shall be extended after the first anniversary date, on a
         year-to-year basis, unless otherwise terminated in writing by the
         Company or the Employee not later than 90 days prior to the next
         anniversary date of the Employee's first date of employment. However,
         with varying consequences described in Section 7 below, employment
         under this offer is subject to early termination under the following
         circumstances:

         a.       Employee may resign with or without Good Reason at any time
                  during the term of this Agreement. "Good Reason" for
                  resignation will include (i) a material reduction in
                  Employee's position, authority, duties or responsibilities, or
                  (ii) a reduction in base salary or targeted bonus payable
                  pursuant to Section 2(c) above, or (iii) a failure by the
                  Company to require a successor corporation of the Company to
                  honor the terms of this employment Agreement or (iv) a change
                  in reporting structure whereby Employee no longer reports
                  directly to , the Company's Chief Executive Officer, or (v) a
                  resignation of R. Halsey Wise for "Good Reason" or termination
                  of Mr. Wise for "Without Cause," as such terms are defined in

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Mr. Colaluca                           3                       September 2, 2005

                  Mr. Wise's employment agreement with the Company. In no event,
                  shall Good Reason include death or Disability.

         b.       The Company may terminate Employee with or without Cause.
                  "Cause" means (i) the willful and continued failure by
                  Employee to substantially perform his duties after a written
                  demand for substantial performance is delivered by the Company
                  to the Employee that specifically identifies the manner in
                  which the Company believes he has not substantially performed
                  his duties, or (ii) the willful engaging in misconduct which
                  is materially injurious to the Company, monetarily or
                  otherwise.

         c.       The term of employment will terminate upon Employee's death or
                  Disability. "Disability" means a physical or mental disability
                  entitling Employee to long-term disability benefits under the
                  Company's long-term disability plan, if any. Absent such a
                  plan, Disability shall mean the inability of Employee, as
                  determined by the CEO or Board, to perform the essential
                  functions of his regular duties and responsibilities, with
                  reasonable accommodation, due to a medically determinable
                  physical or mental illness which has lasted (or can reasonably
                  be expected to last) for a period of 180 consecutive days.

7.       SEPARATION PAYMENTS

         a.       Should the Employee be terminated by the Company other than
                  for Cause or Disability, or should the Employee resign for
                  Good Reason, during the term of employment under this
                  Agreement (as such term may be extended in accordance with
                  Section 6 above), the Employee shall receive the following
                  separation benefits:

                  i.       The Employee shall be paid accrued base salary
                           through the date of termination plus a separation
                           payment of one (1) times his then-current annual base
                           salary for the year in which the termination occurs,
                           as well as an amount equal to a pro-rata portion of
                           the Employee's then-current target bonus for the year
                           in which the date of termination occurs, and any
                           other unpaid benefits to which Employee is otherwise
                           entitled; however, provided such termination were to
                           occur prior to Employee's first anniversary, the
                           Employee shall be paid accrued base salary through
                           the date of termination plus a separation payment of
                           one and one-half (1.5) times his then-current annual
                           base salary for the year in which the termination
                           occurs, as well as an amount equal to a one and
                           one-half (1.5)times the pro-rata portion of the
                           Employee's then-current target bonus for the year in
                           which the date of termination occurs, and any other
                           unpaid benefits to which Employee is otherwise
                           entitled. The Employee shall also receive fully
                           paid-up medical,

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Mr. Colaluca                           4                       September 2, 2005

                           dental and prescription drug health insurance
                           benefits commensurate with the Company's standard
                           health insurance benefits for one year after the
                           Employee's last date of employment. All Restricted
                           Stock awards pursuant to the Intergraph Corporation
                           2004 Equity Incentive Plan shall be treated according
                           to the terms of the Plan and the applicable award
                           agreement.

                  ii.      Termination for cause -- No separation payment is due
                           or payable should the Employee be terminated for
                           Cause or Employee resigns without Good Reason. In
                           that event, all Restricted Stock awards pursuant to
                           the Intergraph Corporation 2004 Equity Incentive Plan
                           shall be treated according to the terms of the Plan
                           and the applicable award agreement.

                  iii.     Death or Disability -- Should the Employee die or
                           become Disabled, Employee or Employee's spouse or
                           heirs shall be entitled to receive all base salary
                           and benefits to be paid or provided to the Employee
                           under this Agreement through the date of termination.
                           All awards pursuant to the Intergraph Corporation
                           2004 Equity Incentive Plan shall be treated according
                           to the terms of the Plan and the applicable award
                           agreement.

         b.       All amounts payable under this Section 7 shall be paid to
                  Employee in a lump sum within sixty (60) days from the date of
                  termination.

8.       RELEASE OF CLAIMS -- As a condition to receiving the severance payment
         and post-employment health insurance benefits, Employee agrees to sign
         a release of any employment-law related claims. The release would be
         signed at the time of termination of employment.

9.       BUSINESS EXPENSES -- The Employee shall be reimbursed for all
         reasonable and necessary business expenses incurred by him in
         connection with his employment (including, without limitation, expenses
         for travel and entertainment incurred in conducting or promoting
         business for the Company, which shall include reimbursement for regular
         travel to and from Huntsville, Alabama and North/Central, Florida, and
         any incremental income taxes incurred by the Employee relating to such
         travel reimbursement) upon timely submission by the Employee of
         receipts and other documentation in accordance with the Company's
         normal expense reimbursement policies.

Also attached as Attachment B is a Company Proprietary Information and
Inventions Agreement that will require your signature not later than your first
date of employment with the Company.

<PAGE>

Mr. Colaluca                           5                       September 2, 2005

Please note that you will be obligated to provide executed original documents
required for compliance with the Immigration Reform and Control Act on your
first day of employment at Intergraph Corporation.

This Agreement shall be governed by and construed in accordance with the laws of
the State of Alabama, without regard to its conflicts of laws provisions; with
exclusive venue and jurisdiction within the Circuit Court for Madison County,
Alabama or the US District Court for the Northern District of Alabama,
Northeastern Division, for any claims arising under this Agreement.

This offer of employment is valid until September 6, 2005, and is contingent
upon the execution of this offer letter Agreement and the Company's Proprietary
Information and Inventions Agreement prior to your first day of work. Your start
date is October 3, 2005.

Please keep this original letter for your records, and return the signed copy in
the enclosed prepaid envelope as an expression of your intent to accept the
offer of employment with Intergraph Corporation.

If you have any questions or desire additional information regarding this offer
of employment, please contact me at (256) 730-8993, or Ed Porter at (256)
730-2350.

Sincerely,

/R. Halsey Wise
---------------
R. Halsey Wise
Chief Executive Officer

Offer of Employment to Anthony Colaluca, Jr., September 2, 2005

I accept your offer and this Agreement as stated above. I intend for my first
date of employment to be October 3, 2005.


         /s/ Anthony Colaluca                September 2, 2005
    -----------------------------            -----------------
         Employee Signature                         Date

            [Redacted]
      ----------------------
      Social Security Number


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Mr. Colaluca                           6                       September 2, 2005

        ATTACHMENT A - SAMPLE INTERGRAPH RESTRICTED SHARE AWARD AGREEMENT




                             INTERGRAPH CORPORATION
                        RESTRICTED SHARE AWARD AGREEMENT


         THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and
entered into as of the _____ day of __________, 2005 (the "Grant Date"), between
Intergraph Corporation, a Delaware corporation (the "Company" and, together with
its subsidiaries, "Intergraph"), and ______________ (the "Grantee"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms
in the Intergraph Corporation Amended and Restated 2004 Equity Incentive Plan
(the "Plan").

         WHEREAS, the Company has adopted the Plan, which permits the issuance
of restricted shares of the Company's common stock, par value $0.10 per share
(the "Common Stock"); and

         WHEREAS, pursuant to the Plan, the Committee responsible for
administering the Plan has granted an award of restricted shares to the Grantee
as provided herein;

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

         1.    Grant of Restricted Shares.

              (a) The Company hereby grants to the Grantee an award
(the "Award") of ___________ shares of Common Stock (the "Shares" or the
"Restricted Shares") on the terms and conditions set forth in this Agreement and
as otherwise provided in the Plan.

              (b) The Grantee's rights with respect to the Award shall remain
forfeitable at all times prior to the dates on which the restrictions shall
lapse in accordance with Sections 2 and 3 hereof.


         2.    Terms and Rights as a Stockholder.

              (a) Except as provided herein and subject to such other exceptions
as may be determined by the Committee in its discretion, the "Restricted Period"
for 25% of the Restricted Shares granted herein shall expire on the first
anniversary of the date

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Mr. Colaluca                           7                       September 2, 2005

hereof, the "Restricted Period" for an additional 25% of the Restricted Shares
granted herein shall expire on the second anniversary of the date hereof, the
"Restricted Period" for an additional 25% of the Restricted Shares granted
herein shall expire on the third anniversary of the date hereof, and the
"Restricted Period" for the final 25% of the Restricted Shares granted herein
shall expire on the fourth anniversary of the date hereof (as such numbers may
be adjusted in accordance with Section 7 hereof).


              (b) The Grantee shall have all rights of a stockholder with
respect to the Restricted Shares, including the right to receive dividends and
the right to vote such Shares, subject to the following restrictions:

                  (i)      the Grantee shall not be entitled to delivery of the
                           stock certificate for any Shares until the expiration
                           of the Restricted Period as to such Shares;

                  (ii)     none of the Restricted Shares may be sold, assigned,
                           transferred, pledged, hypothecated or otherwise
                           encumbered or disposed of during the Restricted
                           Period as to such Shares; and

                  (iii)    except as otherwise determined by the Committee at or
                           after the grant of the Award hereunder, any
                           Restricted Shares as to which the applicable
                           "Restricted Period" has not expired shall be
                           forfeited, and all rights of the Grantee to such
                           Shares shall terminate, without further obligation on
                           the part of the Company, unless the Grantee remains
                           in the continuous employment of Intergraph for the
                           entire Restricted Period.

              Any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Restricted
Shares shall be subject to the same restrictions, terms and conditions as such
Restricted Shares.

<PAGE>

Mr. Colaluca                           8                       September 2, 2005

              (c) Notwithstanding the foregoing, the Restricted Period shall
automatically terminate as to all Restricted Shares awarded hereunder (as to
which such Restricted Period has not previously terminated) upon the occurrence
of the following events:

                  (i)      termination of the Grantee's employment from the
                           Company, a Subsidiary or Affiliate which results from
                           Grantee's death or disability (to be determined in
                           the sole discretion of the Committee in accordance
                           with then current Company policies); or

                  (ii)     the occurrence of a Change of Control (as defined
                           below) of the Company.

Notwithstanding the foregoing, the Restricted Period shall automatically
terminate as to a portion (to be calculated by the Committee in its sole
discretion in proportion to Grantee's length of employment during the Restricted
Period) of the Restricted Shares awarded hereunder (as to which such Restricted
Period has not previously terminated) upon the occurrence of the following
events:
                  (i)      termination of the Grantee's employment from the
                           Company, a Subsidiary or Affiliate without cause (to
                           be determined in the sole discretion of the
                           Committee); or

                  (ii)     termination of the Grantee's employment from the
                           Company, a Subsidiary or Affiliate, which results
                           from Grantee's retirement (to be determined in the
                           sole discretion of the Committee in accordance with
                           then current Company policy).

              For the purposes of this Agreement, a "Change in Control" shall
mean any of the following events:

              (a) An acquisition (other than directly from the Company) of any
voting securities of the Company (the "Voting Securities") by any "Person" (as
the term Person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) immediately after which
such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or more of the
combined voting power of the then outstanding Voting Securities; provided,
however, that in determining whether a Change in Control has occurred, Voting
Securities which are acquired in a "Non Control Acquisition" (as hereinafter
defined) shall not constitute an acquisition which would cause a Change in
Control. A "Non Control Acquisition" shall mean an acquisition by (i) an
employee benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any Subsidiary or (ii) the Company or any Subsidiary;

<PAGE>

Mr. Colaluca                           9                       September 2, 2005

              (b) The individuals who, as of the date hereof, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least a
majority of the Board; provided, however, that if the election or nomination for
election by the Company's stockholders of any new director was approved by a
vote of at least a majority of the Incumbent Board, such new director shall, for
purposes of this Agreement, be considered as a member of the Incumbent Board;
provided, further, however, that no individual shall be considered a member of
the Incumbent Board if (1) such individual initially assumed office as a result
of either an actual or threatened "Election Contest" (as described in Rule
14a-11 promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board (a "Proxy Contest") including by reason of any agreement intended to avoid
or settle any Election Contest or Proxy Contest or (2) such individual was
designated by a Person who has entered into an agreement with the Company to
effect a transaction described in clause (i) or (iii) of this paragraph; or

              (c) Approval by stockholders of the Company of:

                  (i)      A merger, consolidation or reorganization involving
                           the Company, unless,

                           (A) The stockholders of the Company, immediately
                           before such merger, consolidation or
                           reorganization, own, directly or indirectly
                           immediately following such merger,
                           consolidation or reorganization, at least
                           fifty percent (50%) of the combined voting
                           power of the outstanding Voting Securities
                           of the corporation (the "Surviving
                           Corporation") in substantially the same
                           proportion as their ownership of the Voting
                           Securities immediately before such merger,
                           consolidation or reorganization;

                           (B) The individuals who were members of the
                           Incumbent Board immediately prior to the
                           execution of the agreement providing for
                           such merger, consolidation or reorganization
                           constitute at least a majority of the
                           members of the board of directors of the
                           Surviving Corporation; and

                           (C) No Person (other than the Company, any
                           Subsidiary, any employee benefit plan (or
                           any trust forming a part thereof) maintained
                           by the Company, the Surviving Corporation or
                           any Subsidiary, or any Person who,
                           immediately prior to such merger,
                           consolidation or reorganization, had
                           Beneficial Ownership of twenty percent (20%)
                           or more  of the then outstanding Voting Securities)
                           has Beneficial Ownership of twenty percent (20%)
                           or more





<PAGE>

Mr. Colaluca                           10                      September 2, 2005

                           of the combined voting power of the Surviving
                           Corporation's then outstanding Voting Securities.

                  (ii)     A complete liquidation or dissolution of the Company;
                           or

                  (iii)    An agreement for the sale or other disposition of all
                           or substantially all of the assets of the Company to
                           any Person (other than a transfer to a Subsidiary).

              Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increased the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur.

         3. Termination of Restrictions. At the end of the Restricted Period or
in the event of termination of Grantee's employment without cause or due to
Grantee's retirement as to any portion of the Restricted Shares (or at such
earlier time as may be determined by the Committee), or in the event of a Change
in Control of the Company or the death or disability of Grantee as to all of the
Restricted Shares, all restrictions set forth in this Agreement or in the Plan
relating to such portion or all, as applicable, of the Restricted Shares shall
lapse as to such portion or all, as applicable, of the Restricted Shares, and a
stock certificate for the appropriate number of Shares, free of the restrictions
and restrictive stock legend, shall be delivered to the Grantee pursuant to the
terms of this Agreement.

         4. Delivery of Shares.

            (a) As of the date hereof, certificates representing the
Restricted Shares shall be registered in the name of the Grantee and held by the
Company or transferred to a custodian appointed by the Company for the account
of the Grantee subject to the terms and conditions of the Plan and shall remain
in the custody of the Company or such custodian until their delivery to the
Grantee as set forth in Section 4(b) hereof or their reversion to the Company as
set forth in Section 2(b) hereof.


            (b) Certificates representing Restricted Shares in respect of
which the applicable Restricted Period has lapsed pursuant to this Agreement
shall be delivered to the Grantee as soon as practicable following the date on
which the restrictions on such Restricted Shares lapse.

<PAGE>

Mr. Colaluca                           11                      September 2, 2005

              (c) Each certificate representing Restricted Shares shall bear a
legend in substantially the following form:

              THIS CERTIFICATE AND THE SHARES OF STOCK
              REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
              AND CONDITIONS (INCLUDING FORFEITURE AND
              RESTRICTIONS AGAINST TRANSFER) CONTAINED IN
              THE INTERGRAPH CORPORATION 2004 EQUITY
              INCENTIVE PLAN (THE "PLAN") AND THE
              RESTRICTED SHARE AWARD AGREEMENT (THE
              "AGREEMENT") BETWEEN THE OWNER OF THE
              RESTRICTED SHARES REPRESENTED HEREBY AND
              INTERGRAPH CORPORATION (THE "COMPANY"). THE
              RELEASE OF SUCH SHARES FROM SUCH TERMS AND
              CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE
              WITH THE PROVISIONS OF THE PLAN AND THE
              AGREEMENT AND ALL OTHER APPLICABLE POLICIES
              AND PROCEDURES OF THE COMPANY, COPIES OF
              WHICH ARE ON FILE AT THE COMPANY.

         5. Effect of Lapse of Restrictions. To the extent that the Restricted
Period applicable to any Restricted Shares shall have lapsed, the Grantee may
receive, hold, sell or otherwise dispose of such Shares free and clear of the
restrictions imposed under the Plan and this Agreement.

         6. No Right to Continued Employment. This Agreement shall not be
construed as giving Grantee the right to be retained in the employ of
Intergraph, and Intergraph may at any time dismiss Grantee from employment, free
from any liability or any claim under the Plan but subject to the terms of the
Grantee's Employment Agreement.


         7. Adjustments. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, this Award in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 6(g) of the Plan) affecting Intergraph, or the financial
statements of Intergraph, or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

         8. Amendment to Award. Subject to the restrictions contained in
Sections 4 and 5 of the Plan, the Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate,
the Award, prospectively or

<PAGE>

Mr. Colaluca                           12                      September 2, 2005

retroactively; provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would adversely
affect the rights of the Grantee or any holder or beneficiary of the Award shall
not to that extent be effective without the consent of the Grantee, holder or
beneficiary affected.


         9. Withholding of Taxes. If the Grantee makes an election under Section
83(b) of the Code with respect to the Award, the Award made pursuant to this
Agreement shall be conditioned upon the prompt payment to the Company of any
applicable withholding obligations or withholding taxes by the Grantee
("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will
render this Agreement and the Award granted hereunder null and void ab initio
and the Restricted Shares granted hereunder will be immediately cancelled. If
the Grantee does not make an election under Section 83(b) of the Code with
respect to the Award, upon the lapse of the Restricted Period with respect to
any portion of Restricted Shares (or property distributed with respect thereto),
the Company shall satisfy the required Withholding Taxes as set forth by
Internal Revenue Service guidelines for the employer's minimum statutory
withholding with respect to Grantee and issue vested shares to the Grantee
without Restriction. The Company shall satisfy the required Withholding Taxes by
withholding from the Shares included in the Award that number of whole shares
necessary to satisfy such taxes as of the date the restrictions lapse with
respect to such Shares based on the Fair Market Value of the Shares.

         10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms and provisions thereof. The
terms of this Agreement are governed by the terms of the Plan, and in the case
of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall govern.

         11. Severability. If any provision of this Agreement is, or becomes, or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to
any Person or the Award, or would disqualify the Plan or Award under any laws
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award, and the remainder of the Plan and
Award shall remain in full force and effect.

         12. Notices. All notices required to be given under this Grant shall be
deemed to be received if delivered or mailed as provided for herein, to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.

<PAGE>

Mr. Colaluca                           13                      September 2, 2005

         To the Company:      Intergraph Corporation
                              288 Dunlop Blvd. - Bldg. 28
                              Huntsville, Alabama 35824
                              Attn:  General Counsel

         To the Grantee:      The address then maintained with respect to the
                              Grantee in the Company's records.

         13. Governing Law. The validity, construction and effect of this
Agreement shall be determined in accordance with the laws of the State of
Delaware without giving effect to conflicts of laws principles.

         14. Successors in Interest. This Agreement shall inure to the benefit
of and be binding upon any successor to the Company. This Agreement shall inure
to the benefit of the Grantee's legal representatives. All obligations imposed
upon the Grantee and all rights granted to the Company under this Agreement
shall be binding upon the Grantee's heirs, executors, administrators and
successors.

         15. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this Agreement shall be determined by the
Committee. Any determination made hereunder shall be final, binding and
conclusive on the Grantee and the Company for all purposes.


                  (Remainder of Page Intentionally Left Blank.)

<PAGE>

Mr. Colaluca                           14                      September 2, 2005

         IN WITNESS WHEREOF, the parties have caused this Restricted Share Award
Agreement to be duly executed effective as of the day and year first above
written.


                          INTERGRAPH CORPORATION


                          By:
                             --------------------------------

                          Grantee:


                          -----------------------------------
                          Please Print

                          Grantee:


                          -----------------------------------
                          Signature

<PAGE>

Mr. Colaluca                           15                      September 2, 2005

         ATTACHMENT B - PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

                             INTERGRAPH CORPORATION
                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

The following confirms an agreement between me and Intergraph Corporation, a
Delaware corporation ("Intergraph"), which is a material part of the
consideration for my employment by Intergraph:

A. I understand that Intergraph possesses Proprietary Information which is
important to its business. For purposes of this Agreement, "Proprietary
Information" is information that was developed, created, or discovered by
Intergraph, or which became known by, or was conveyed to Intergraph, which has
commercial value in Intergraph's business. "Proprietary Information" includes,
but is not limited to, trade secrets, copyrights, ideas, techniques, know-how,
inventions (whether patentable or not), and/or any other information of any type
relating to designs, configurations, toolings, documentation, recorded data,
schematics, source code, object code, master works, master databases,
algorithms, flow charts, formulae, circuits, works of authorship, mechanisms,
research, manufacture, improvements, assembly, installations, marketing,
forecasts, pricing, customers, the salaries, duties, qualifications, performance
levels, and terms of compensation of other employees, and/or cost or other
financial data concerning any of the foregoing or Intergraph and its operations
generally. I understand that my employment creates a relationship of confidence
and trust between me and Intergraph with respect to Proprietary Information.

B. I understand that Intergraph possesses "Company Documents" which are
important to its business. For purposes of this Agreement, "Company Documents"
are documents or other media that contain Proprietary Information or any other
information concerning the business, operations or plans of Intergraph, whether
such documents have been prepared by me or by others. "Company Documents"
include, but are not limited to, blueprints, drawings, photographs, charts,
graphs, notebooks, customer lists, computer lists, computer disks, tapes or
printouts, sound recordings and other printed typewritten or handwritten
documents.

C. In consideration of my employment by Intergraph and the compensation received
by me from Intergraph from time to time, I hereby agree as follows:

1.       All Proprietary Information and all patents, copyrights and other
         rights in connection therewith shall be the sole property of
         Intergraph. I hereby assign to Intergraph any rights I may have or
         acquire in such Proprietary Information. At all times, both during my
         employment by Intergraph and after its termination, I will keep in
         confidence and trust and will not use or disclose any Proprietary
         Information or anything relating to it without the prior written
         consent of an officer of Intergraph, except as may be necessary in the
         ordinary course of performing my duties to Intergraph. Nothing
         contained herein will prohibit an employee from disclosing to anyone
         the amount of his or her wages.

2.       All Company Documents shall be the sole property of Intergraph. I agree
         that during my employment by Intergraph, I will not remove any Company
         Documents from the business premises of Intergraph or deliver any
         Company Documents to any person or entity outside Intergraph, except as
         I am required to do in connection with performing the duties of my
         employment. I further agree that, immediately upon the termination of
         my employment by

<PAGE>

Mr. Colaluca                           16                      September 2, 2005

         me or by Intergraph for any reason, or during my employment if so
         requested by Intergraph, I will return all Company Documents,
         apparatus, equipment and other physical property, or reproduction or
         such property, excepting only (i) my personal copies of records
         relating to my compensation; (ii) my personal copies of any material
         previously distributed generally to stockholders of Intergraph; and
         (iii) my copy of this Agreement.

3.       I will promptly disclose in writing to management personnel of
         Intergraph, or to any persons designated by Intergraph, all
         "Inventions", which includes all improvements, inventions, works or
         authorship, mask works, computer programs, formulas, ideas, processes,
         techniques, know-how and data, whether or not patentable, made or
         conceived or reduced to practice or developed by me, either alone or
         jointly with others, during the term of my employment. I will also
         disclose to the Legal Department of Intergraph all things that would be
         Inventions if made during the term of my employment, conceived, reduced
         to practice, or developed by me within six (6) months of the
         termination of my employment with Intergraph. Such disclosures shall be
         received by Intergraph in confidence and do not extend the assignment
         made in Section 4 below. I will not disclose Inventions to any person
         outside Intergraph unless I am requested to do so by management
         personnel of Intergraph.

4.       I agree that all Inventions which I make, conceive, reduce to practice
         or develop (in whole or in part, either alone or jointly with others)
         during my employment shall be the sole property of Intergraph and
         hereby assign such Inventions and all rights therein to Intergraph. No
         assignment in this Agreement shall extend to inventions that the
         employee developed entirely on his or her own time without using the
         employer's equipment, supplies, facilities, or trade secret information
         except for those inventions that either (1) relate at the time of
         conception or reduction to practice of the invention to the employer's
         business, or actual or demonstrably anticipated research or development
         of the employer, or (2) result from any work performed by the employee
         for his employer. Intergraph shall be the sole owner of all patents,
         copyrights and other intellectual property or other rights in
         connection therewith.

5.       I agree to perform, during and after my employment, all acts deemed
         necessary or desirable by Intergraph to permit and assist it, at
         Intergraph's expense, in obtaining, maintaining, defending and
         enforcing patents, copyrights or other rights on such Inventions and
         improvements in any and all countries. Such acts may include, but are
         not limited to, execution of documents and assistance or cooperation in
         legal proceedings. I hereby irrevocably designate and appoint
         Intergraph and its duly authorized officers and agents, as my agents
         and attorneys-in-fact to act for and in my behalf and instead of me, to
         execute and file any documents and to do all other lawfully permitted
         acts to further the above purposes with the same legal force and effect
         as if executed by me.

6.       During the term of my employment and for one (1) year thereafter, I
         will not encourage or solicit any employee of Intergraph to leave
         Intergraph for any reason. However, this obligation shall not affect
         any responsibility I may have as an employee of Intergraph with respect
         to the bona fide hiring and firing of Intergraph personnel.

7.       I have attached hereto a complete list of all Inventions or
         improvements to which I claim ownership and that I desire to remove
         from the operation of this Agreement, and I acknowledge and agree that
         such list is complete. If no such list is attached to this Agreement, I
         represent that I have no such Inventions and improvements at the time
         of signing this Agreement.

<PAGE>

Mr. Colaluca                           17                      September 2, 2005

8.       I agree that during my employment with Intergraph I will not engage in
         any employment, business, or activity that is in any way competitive
         with the business or proposed business of Intergraph, and I will not
         assist any other person or organization in competing with Intergraph or
         in preparing to engage in competition with the business or proposed
         business of Intergraph. The provisions of this paragraph shall apply
         both during normal working hours and at all other times including, but
         not limited to, nights, weekends and vacation time, while I am employed
         by Intergraph. (See also Intergraph Policy 701).

9.       I represent that my performance of all the terms of this Agreement will
         not breech any agreement to keep in confidence Proprietary Information
         acquired by me in confidence or in trust prior to my employment by
         Intergraph. I have not entered into, and I agree I will not enter into,
         any agreement either written or oral in conflict herewith or in
         conflict with my employment with Intergraph.

10.      I agree that during the period of my employment by Intergraph, I will
         not bring with me or use in the performance of my responsibilities at
         Intergraph any materials or documents of a former employer or any other
         third party which are not generally available to the public, unless I
         have obtained written authorization from my former employer or such
         third party for their possession and use.

D. I agree that I have the right to resign and Intergraph has the right to
terminate my employment for any reason, with or without cause, subject to
certain consequences according to Sections 6 and 7 of the offer of employment
agreement between the Employee and Intergraph. This is the full and complete
agreement between myself and Intergraph on this term.

E. I agree that this Agreement does not purport to set forth all of the terms
and conditions of my employment, and that as an employee of Intergraph I have
obligations to Intergraph which are not set forth in this Agreement.

F. I agree that my obligations under paragraphs C(1) through C(6) of this
Agreement shall continue in the effect after termination of my employment,
regardless of the reason or reasons for termination, and whether such
termination is voluntary or involuntary on my part, and that Intergraph is
entitled to communicate my obligations under this Agreement to any future
employer or potential employer of mine.

G. This Agreement shall be effective as of the date I execute this Agreement and
shall be binding upon me, my heirs, executors, assigns, and administrators and
shall insure to the benefit of Intergraph, its subsidiaries, successors, and
assigns.

H. This Agreement can be modified only by a subsequent written agreement
executed by the President of Intergraph.

         I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR
REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN
THIS AGREEMENT VOLUNTARILY AND FREELY.

<PAGE>

Mr. Colaluca                           18                      September 2, 2005



----------------------             ---------------------------------------------
      Date                                     Signature of Employee



                                   ---------------------------------------------
                                              Print Name of Employee


<PAGE>

Mr. Colaluca                           19                      September 2, 2005


                                    EXHIBIT A



1. The following is a complete list of all inventions or improvements relevant
to the subject matter of my employment by Intergraph Corporation that have been
made or conceived or first reduced to practice by me alone or jointly with
others prior to my employment by Intergraph that I desire to remove from the
operation of Intergraph's Proprietary Information and Inventions Agreement.


         No inventions or improvements
---------

         See below:
---------




         Additional sheets attached
---------
</TEXT>
</DOCUMENT>
