MANAGEMENT AGREEMENT

 

EXHIBIT 10g

                              MANAGEMENT AGREEMENT

BETWEEN THE UNDERSIGNED:

(1)  MICROS SYSTEMS, INC., a Maryland corporation having its principal office
     at 12000 Baltimore Avenue, Beltsville, MD 20705, U.S.A. (hereinafter
     referred to as "Micros"),

AND

(2)  MR. DANIEL COHEN, a French citizen having his business address c/o DAC
     SYSTEMES Micros FRANCE, 18/20, rue des Bas Rogers, 92800 Puteaux, France
     (hereinafter referred to as the "Manager").

WHEREAS:

Subject to the terms and conditions of the Share Purchase Agreement of even
date between the Manager and Micros, Micros has agreed to acquire from the
Manager 77% of the issued and outstanding shares of DAC SYSTEMES Micros FRANCE
("DSMF") and of AD-Maintenance Informatique ("ADMI"), French corporations
controlled by the Manager (the "Change of Control").  DSMF in turn owns 725 out
of 2,500 shares of Fidelio France, a French corporation ("Fidelio France").
DSMF, ADMI and Fidelio France are hereinafter collectively referred to as the
"Companies."

The Manager currently serves as the President-Directeur General (Chairman and
Chief Executive Officer) of DSMF and Fidelio France, and the Gerant (Managing
Director) of ADMI.

Micros and the Manager wish to define the terms of the Manager's continued
participation in the management of the Companies, which shall be subject to the
terms and conditions of this Agreement.

NOW THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:

ARTICLE 1 - MANAGEMENT

1.1  Following the Change of Control, the Manager shall continue to serve as
     the President-Directeur General (Chairman and Chief Executive Officer) of
     DSMF and Fidelio France, and the Gerant (Managing Director) of ADMI.

1.2  Subject to Articles 3 and 4 herein, Micros shall cause the Manager to be
     re-elected annually to the positions referred to in Article 1.1 above.

ARTICLE 2 - COMPENSATION AND EXPENSES

2.1  Micros shall cause the Manager to be compensated as Chairman and Chief
     Executive Officer of DSMF and Fidelio France and Managing Director of ADMI
     an aggregate amount equal to 7% of the Companies' Net Income Before Taxes
     (as hereinafter defined), plus six hundred thousand French francs (600,000
     FF) per year.

2.2  For purposes of this Agreement, the term "Net Income Before Taxes" means
     the accounting post "Resultat Courant Avant Impots", as set forth in the
     audited accounts of each of the Companies (or their respective successors)
     for the fiscal years most recently concluded at the time that each of such
     additional payments is to be made, and as determined in accordance with
     generally accepted accounting principles in effect in the French Republic
     applied on a consistent basis.

2.3  The Manager is authorized to incur reasonable expenses in performing
     services under this Agreement and for promoting the business of Micros,
     including expenses for entertainment, travel and similar items, consistent
     with such policies as may from time to time be established by Micros.

ARTICLE 3 - TERMINATION INDEMNITIES

3.1  Micros is free at any time in its sole discretion to cause the Manager to
     be dismissed from or not be re-elected to one or more of his posts as
     Chairman and Chief Executive Officer / Managing Director of the Companies.
     In such event, except for termination for the reasons provided in Article
     3.3 below, Micros shall pay the Manager liquidated damages equivalent to
     one million French francs (1,000,000 FF) per year, pro rata temporis from
     the date such dismissal or non re-election occurs to the fifth anniversary
     of the Closing Date (as defined in Article 4.1 below).  Thereafter, any
     dismissal or failure to re-elect shall continue to be at Micros' sole
     discretion without indemnities or any damages, liquidated or others, to
     the Manager.

3.2  The Manager is free at any time in his sole discretion to resign from his
     post as Chairman and Chief Executive Officer / General Manager of the
     Companies.  In such event, no indemnities shall be due by either of the
     Parties hereto to the other.  In such case, the obligations under Article
     5 of this Agreement shall remain in effect as provided therein.

3.3  If Micros decides to terminate the Manager's employment for cause, this
     Agreement shall terminate and the Manager shall no longer be employed by
     Micros effective on the date Micros notifies the Manager of such
     termination.  For purposes of this Agreement, the term "cause" shall mean
     any of the following:

     (i)       the Manager has been convicted or pleaded guilty or no contest to
               any felony involving monies, securities or any other property;

     (ii)      Micros proves that the Manager has committed a willful or grossly
               negligent act which causes material harm to Micros or any of its
               affiliates or subsidiaries;

     (iii)     Micros proves that the Manager has committed fraud or
               embezzlement affecting Micros or any of its property.

Upon any termination pursuant to this Section 3.3, all rights of the Manager
under this Agreement shall cease to be effective as the date of the
termination, the Manager shall no longer be manager of Micros, and, to the
extent permitted by law, the Manager shall have no right to receive any
payments or benefits hereunder, including under Section 3.1 above.

ARTICLE 4 - TERM

4.1  Subject to Article 4.2 below, this Agreement shall enter into effect upon
     the occurrence of the Change of Control (such date being hereinafter
     referred to as the "Closing Date"), and shall continue until the fifth
     anniversary of the Closing Date.

4.2  This Agreement shall automatically terminate upon the occurrence of either
     of the events referred to in Articles 3.1 and 3.2 above.  The payment
     obligations of Micros pursuant to Article 3.1 shall survive such
     termination and remain subject to the terms of Article 5 as provided
     below.

ARTICLE 5 - NON-COMPETITION / CONFIDENTIALITY

5.1  The Manager agrees and undertakes not to, either directly or indirectly,
     as an individual or under the veil of a company, manage or carry or
     otherwise conduct any business in competition with the business of DSMF
     and/or Fidelio France and/or ADMI during the term of this Agreement and
     for a period of two years from the moment at which he ceases to serve as
     the Chairman and Chief Executive Officer of DSMF and/or Fidelio France
     and/or the Gerant (Managing Director) of ADMI.

5.2  The Manager acknowledges that the services to be rendered by him are of a
     special, unique and extraordinary character and, in connection with such
     services, the Manager will have access to confidential information vital
     to Micros' and DSMF's and Fidelio France's businesses.  By reason of this,
     the Manager consents and agrees that if the Manager breaches any of the
     provisions of this Section 5.2, Micros would sustain irreparable harm and,
     therefore, in addition to any other right or remedy available to Micros,
     Micros shall be entitled to an injunction restraining the Manager from
     committing or continuing any such breach.  The Manager acknowledges that a
     violation of this Section 5.2 could not adequately be compensated by
     money, damages, and the Manager therefore agrees that the provisions of
     this Section 5.2 may be specifically enforced against the Manager in any
     court of competent jurisdiction, irrespective of the arbitration
     provisions contained herein.  No bond or other security shall be required
     of Micros.  Nothing herein shall be construed as prohibiting Micros from
     pursuing any other remedies available to Micros for such breach, including
     the recovery of damages from the Manager in accordance with Article 6
     hereof.  The provisions of this Section 5.2 shall survive the termination 
     of this Agreement, irrespective of the reason therefor, for a period of 
     five (5) years.

ARTICLE 6 - APPLICABLE LAW; ARBITRATION

6.1  This Agreement shall be governed by, and construed in accordance with, the
     laws of the state of New York, U.S.A., without giving effect to the
     conflict of laws principles thereof, and in accordance with the United
     States Arbitration Act, 9 U.S.C. Sections 1 et seq.

6.2  Any dispute, controversy or claim arising out of or relating to this
     contract, or the breach, termination or invalidity thereof, shall be 
     finally settled by arbitration in accordance with the UNCITRAL Arbitration
     Rules as at present in force.  The number of arbitrators shall be three.
     One arbitrator shall be appointed by each of the Parties hereto and the
     third by agreement of the aforesaid two arbitrators or, failing such
     agreement, the president of the arbitration tribunal shall be designated
     by the International Chamber of Commerce as appointing authority.

ARTICLE 7 - RESIDENCY / LEAVE OF ABSENCE

7.1  Manager agrees to remain a legal resident of France during the term of this
     Agreement.

7.2  Micros agrees to allow Manager a period of up to three (3) consecutive
     months leave without pay during the term of this Agreement to attend a
     college or university level course of his choosing.

ARTICLE 8 - MISCELLANEOUS

8.1  Any notices under this Agreement shall be deemed to be sufficiently given
     if hand-delivered in person and/or sent by telefax followed by certified
     airmail with return receipt requested addressed to the Parties at their
     respective addresses set forth at the head of this Agreement.  Either
     Party may change its address for receipt of notices by notice duly given
     to the other Party.

8.2  Except as otherwise expressly provided herein, each of the Parties shall
     pay its own expenses resulting herefrom.

8.3  This Agreement shall be binding upon and inure to the benefit of the
     Parties and their respective successors and assigns, and all successors to
     Micros shall be jointly and severally liable for the obligations
     hereunder.

8.4  No change in, addition to, or waiver of the terms and provisions of this
     Agreement shall be binding unless approved in writing by the Parties.

8.5  If at any time any part, any article, or any part of such article of this
     Agreement is adjudged invalid, unenforceable or illegal by any court,
     public authority, governmental department or agency, or other forum, such
     adjudication shall not effect the remaining portions of this Agreement,
     and the Agreement shall be construed as if such invalid, enforceable or
     illegal provision had never been contained herein.

8.6  The descriptive words or phrases at the head of the various Articles of
     this Agreement are inserted only as a convenience and for reference and
     are in no way intended to be a part or this Agreement, or in any way
     define, limit or describe the scope or intent of the particular Article to
     which they refer.

8.7  Except as otherwise required by law, this Agreement shall be held in
     confidentiality by the Parties hereto.  The nature and timing of any
     public announcements concerning the transactions contemplated in this
     Agreement shall be subject to prior agreement between the Parties.

IN WITNESS WHEREOF, the Parties have signed this Agreement in 2 originals in the
place and on the date set out below.

Beltsville, Maryland, U.S.A.

Date: August 25, 1995

DANIEL COHEN                  MICROS SYSTEMS, INC.

/s/ Daniel Cohen              By:  /s/ Ronald J. Kolson               
-------------------------          -----------------------------------
                                   Name: Ronald J. Kolson
                                   Title: Executive Vice President

Witnessed by:                 Witnessed by:

/s/ A. L. Giannopoulos        /s/ Deana Angelastro
-------------------------     ----------------------
Name: A. L. Giannopoulos      Name: Deana Angelastro
Title: President & CEO        Title: Executive Assistant 

Basic Info X:

Name: MANAGEMENT AGREEMENT
Type: Management Agreement
Date: Sept. 15, 1995
Company: MICROS SYSTEMS INC
State: Maryland

Other info:

Date:

  • August 25 , 1995

Organization:

  • General Manager of the Companies
  • Change of Control
  • UNCITRAL Arbitration Rules
  • International Chamber of Commerce

Location:

  • Baltimore Avenue
  • Fidelio France
  • New York
  • U.S.A.
  • United States
  • Beltsville
  • Maryland

Person:

  • MR. DANIEL COHEN
  • Bas Rogers
  • Ronald J. Kolson
  • A. L. Giannopoulos
  • Deana Angelastro

Percent:

  • 77 %