Vice President-Europe PERSONAL SERVICES AGREEMENT - JAMES DUNCAN

EXHIBIT 10.16



PERSONAL SERVICES AGREEMENT





THIS PERSONAL SERVICES AGREEMENT ("Agreement") is entered into between UNIGRAPHIC SOLUTIONS INC. ("UGSI") and JAMES DUNCAN ("Executive"), to be effective the 1st day of March, 1998 ("Effective Date").







WHEREAS, UGSI desires to employ Executive pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Executive desires to enter the employ of UGSI pursuant to such terms and conditions and for such consideration;



WHEREAS, The provisions of this Agreement are a condition of Executive's being employed by UGSI, of Executive's having access to confidential business and technological information, and Executive's being eligible to receive certain benefits at UGSI. This Agreement is entered into, and is reasonably necessary, to protect confidential information and customer relationships to which Executive may have access, and to protect the goodwill and other business interests of UGSI; and,



WHEREAS, The provisions of this Agreement are also a condition of Executive's agreeing to provide personal services to UGSI.



NOW, THEREFORE, in consideration of the mutual promises and covenants agreed to herein, the receipt and sufficiency of which are hereby acknowledged, UGSI and Executive agree as follow:



SECTION 1. EMPLOYMENT DUTIES



1.1 UGSI agrees to employ Executive, and Executive agrees to be employed by UGSI, beginning as of the Effective Date and continuing throughout the term as specified in paragraph 3.1 (the "Term"). Executive shall be employed in the position of Vice President-Europe for UGSI. Executive shall faithfully and diligently render such services and perform such related duties and responsibilities as are customarily performed by a person holding such corporate title and as otherwise may from time to time be reasonably assigned to Executive. Executive shall comply with provisions of this Agreement and shall at all times be subject to such UGSI policies and procedures, including, but not limited to, the UGSI Code of Conduct, as UGSI may from time to time establish as pertaining to Executive. SECTION 2. COMPENSATION AND BENEFITS



2.1 For the term of this Agreement, UGSI shall pay Executive a salary of not less than THIRTEEN THOUSAND THREE HUNDRED THIRTY-FOUR AND 00/100 DOLLARS ($13,334.00) per month to be paid in semi-monthly payments.



2.2 Executive shall be entitled to annual bonuses, payable as follows:



2.2.1 Executive shall be eligible for a performance-based bonus equal

to NINETY THOUSAND AND 00/100 DOLLARS ($90,000.00) to be paid on or before

the first anniversary of the Effective Date of this Agreement. The bonus

will be based upon the actual financial performance of UGSI in relation to

the projected approved business plan.



2.2.2 Executive shall be eligible to participate in UGSI's Executive

Bonus Plan, for the first calendar year following the Effective Date.



2.1.3 All bonus payments in excess of the first year bonus specified

in paragraph 2.2.1 are contingent upon Executive's not having been

discharged for Cause (as such term is defined in paragraph 3.1) by UGSI or

Executive's not having voluntarily terminated his employment under

paragraph 3.1.2 at the time each particular payment is due.



2.3 In the event that there is an initial public offering of the common stock of UGSI (an "IPO"), then UGSI agrees to grant stock options to Executive in accordance with a stock option plan to be maintained by UGSI. Such grant shall be for an option to purchase 40,000 (40,000) shares of the Class A common stock of UGSI (which is the class of common stock which would be issued in connection with an IPO). Executive shall become vested in such shares over a three-year period, with one-third of the options vesting on January 1, 1999; one-third of the options vesting on January 1, 2000; and the balance of all unvested options shall vest on January 1, 2001. Any unvested options shall be forfeited immediately upon Executive's termination of employment for any reason other than death, termination without Cause as defined in paragraph 3.1.3, or termination by Executive for Cause as defined in paragraph 3.1.5, in each of which events vesting shall continue in accordance with the vesting schedule set forth herein. For purposes of determining the number of shares in which the Executive will vest, all numbers shall be rounded up to the next highest whole number so that options will not vest in fractions. Executive shall have 10 years from the Effective Date of this Agreement to exercise his purchase option. The exercise price of the option shares awarded to Executive shall be the IPO price of a share of UGSI Class A Common Stock (as stated on a registration statement on Form S-1 filed by UGSI with, and declared effective by, the Securities and Exchange Commission).



2.4 EDS Incentive Plan. For so long as Executive is an employee of UGSI, Executive shall continue to vest in any and all grants through the Effective Date awarded to Executive



under the 1996 Incentive Plan of the Electronic Data Systems Corporation or any predecessor plan ("Incentive Plan"). Notwithstanding anything to the contrary herein, after the Effective Date Executive shall not be eligible for any awards under the Incentive Plan.





SECTION 3. TERM AND TERMINATION



3.1 Executive's employment under this Agreement may not be terminated by the parties except as follows:



3.1.1 Termination and Extension. Unless extended in accordance with

the provisions of this paragraph, this Agreement shall automatically

terminate two years from the Effective Date. This Agreement shall

automatically extend for additional one-year terms unless either party

delivers to the other party, at least 60 days prior to the expiration of

the Agreement, written notice of such party's intent to terminate the

Agreement. Such notice to Executive must be delivered to Executive's

address then on record with the UGSI. Notice to UGSI must be delivered to

the then Chief Executive Officer at the designated headquarters of UGSI.



3.1.2 Executive's Voluntary Termination. Executive may terminate his

employment with UGSI at any time for any reason whatsoever, by giving 60

days' written notice to UGSI.



3.1.3 Termination With Notice. UGSI may terminate Executive's

employment at any time for any reason whatsoever by giving 60 days' written

notice to Executive.



3.1.4 Termination for Cause. UGSI may terminate Executive's employment

at any time for Cause. For purposes of this paragraph, the term "Cause"

shall mean (a) gross or habitual neglect of duties or misconduct in the

performance of the duties and services required of Executive pursuant to

this Agreement; (b) conduct of Executive which is materially detrimental to

UGSI's reputation or business operations or its ability to secure or renew

future contracts; (c) Executive's conviction of a felony or of a

misdemeanor involving moral turpitude; (d) Executive's breach of a material

provision of this Agreement which remains uncorrected for 30 days following

written notice to the Executive by UGSI of such breach; (e) continued

failure or refusal of Executive to faithfully, diligently and competently

perform the usual and customary duties of his employment; or (f) failure or

refusal of Executive to materially comply with the policies, standards and

regulations of UGSI as from time to time may be made known to Executive.



3.1.5 Executive's Termination for Cause. Executive may terminate his

employment with UGSI at any time for Cause. For purposes of this paragraph

3.1.5, the term "Cause" shall mean a material breach of a material

provision of this Agreement





which remains uncorrected for 30 days following written notice to UGSI by

Executive of such breach.



3.1.6 Termination Upon Death or Incapacity. Executive's employment ...