EXHIBIT 99.16 Written Compensation Agreement between Registrant and Mr. Roberts COMPENSATION AGREEMENT Agreement dated as of the 22nd day of May 1997 by and between Lee David Roberts ("Optionee") and FileNet Corporation, a Delaware corporation ("Company"). W I T N E S S E T H WHEREAS, the Company deems it advisable to provide Optionee with a special equity incentive to attract and retain his services as President and Chief Operating Officer of the Company. NOW, THEREFORE, the parties hereto agree as follows: 1. On May 22, 1997, Optionee was granted an option to purchase 300,000 shares of the Company's Common Stock (the "Option") upon the terms and conditions set forth in the Stock Option Agreement (the "Option Agreement") attached hereto as Exhibit A. 2. Company and Optionee acknowledge and agree that the Option is granted as compensation for the services Optionee is to render as President and Chief Operating Officer of the Company and not for any capital-raising purposes or in connection with any capital-raising activities. 3. This agreement is intended to constitute a written compensation contract for purposes of registering the shares of Common Stock issuable under the Option on a Form S-8 registration statement to be filed with the Securities and Exchange Commission. 4. Nothing in this agreement or in the attached Stock Option Agreement shall confer upon Optionee any right to continue in the Company's service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of Optionee, which rights are hereby expressly reserved by each party, to terminate Optionee's service at any time for any reason, with or without cause. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first above written. OPTIONEE: FILENET CORPORATION __________________________ By:___________________________________ Lee David Roberts Title: ______________________________