Exhibit 10(y) Robert R. Langer Terms of Engagement Cash Compensation: Base: $4,000 per week Bonus: Pro-rated participation in the Office of the President Pool Options: 50,000 - Option to purchase common shares at price on date this agreement is approved by the Board in accordance with Interleaf's option plans. Vesting 25,000, share options to vest 90 days after commencement of employment with remaining 25,000 share options to vest upon termination or six months, whichever is sooner. Title: Vice President, Finance and Administration and Chief Financial Officer and Treasurer Review: Continuation of service and terms thereof to be reviewed by new CEO upon his/her employment. State Date: January 1, 1997 Benefits: Standard Benefits Package Change in Ownership: Standard Executive Benefit /s/Robert R. Langer /s/ Rory Cowan - ------------------- -------------- Robert R. Langer Rory Cowan Acting CEO 12/30/96 12/30/96 - -------- -------- Date Date