Exhibit 10(w)
November 15, 1996
Mr. Ed Koepfler
130 Braymore Court
Barrington, IL 60010
RE: Resignation Agreement and Release
Dear Ed:
This letter contains the terms of your resignation from Interleaf effective
November 15, 1996 ("Resignation Date") as Interleaf's President and Chief
Executive Officer and officer of various Interleaf subsidiaries. If you sign the
release contained below, return it to me within forty-five (45) days of your
receipt of this letter, and do not revoke it within seven (7) days of signing
it, the Company's Employment Agreement with you will be effective as of November
15, 1996.
In addition, your health, dental, life and disability insurance coverage will
continue while you are an employee, pursuant to the Employment Agreement.
Thereafter, you have the option of continuing your present coverage under the
COBRA provision through Interleaf's group plan at your own expense for up to 18
months, or until you have the option of obtaining coverage through other
employment, whichever comes first. You have sixty (60) days from receipt of your
last payment under your Employment Agreement to elect this coverage, at
Interleaf's then current COBRA rates.
To exercise your continuation option, you must pay retroactively to your last
day of coverage. Subsequent payments require the monthly amount to be paid,
prior to the first day of the month for which coverage is to be purchased.
Failure to make a payment on time will result in automatic removal from the
Interleaf Insurance Plan.
You will be notified by EBPA of your option to continue coverage. EBPA will also
provide the necessary forms to complete in order to elect continued coverage.
Please keep in mind that the continuation option refers only to your health and
dental benefits.
You have been granted three options to purchase a total of 500,000 shares of
Interleaf common stock. At November 15, 1996, you are currently vested in
options covering 168,750 shares; the remainder vest over the next 2-4 years. The
Compensation Committee has decided to accelerate some of your other options so
that you will be vested in 300,000 shares at an exercise price of $2.56, the
September 12, 1996 repricing. You forfeit all rights to your options covering
the remaining 200,000 shares, effective November 15, 1996.
Please notify, in writing, the Human Resources Department of any change of
address through 1996 and 1997. Your W-2 form and any further correspondence will
be sent to the most recent address on file.
Please review the following information, sign and return to me within 45 days.
Sincerely yours,
/s/ Clinton P. Harris
______________________
Clinton P. Harris
Chairman, Compensation Committee
cc: David Boucher
Fred Bamber
Rory Cowan
_______________________________________________________________________________
Release
In consideration of receiving compensation and benefits hereunder, I hereby
forever release Interleaf, Inc., its directors, officers, and employees
("Interleaf") from any and all demands, claims and causes of actions which I
have or may have against Interleaf arising out of or in any way related to my
employment with Interleaf, including but not limited to, Federal, State or local
discrimination laws, regulations, executive orders or other requirements
including any actions related to age (including any claims related to ADEA),
sex, sexual orientation, race or handicap discrimination, except for payments
and benefits I am to receive under the Employment Agreement, dated November 15,
1996.
I agree that I have read the foregoing, have been given the opportunity to have
it reviewed by an attorney of my choice and agree to the conditions and
obligations as set forth. I understand that I have 7 days from the date of
execution to revoke this agreement.
/s/ Ed Koepfler
_________________
Ed Koepfler Date: 11/15/96
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of this 15th day of November,
1996 by and between Ed Koepfler (the "Employee"), and Interleaf, Inc., a
Massachusetts corporation with its principal place of business in Waltham,
Massachusetts (the "Company").
WITNESSETH
WHEREAS, the Employee has been a senior officer and employee of the Company;
WHEREAS, the Employee has resigned as a senior officer of the Company effective
November 15, 1996;
WHEREAS, the Company deems it necessary and appropriate to continue to employ
the Employee as an employee, and to perform the service provided herein,
NOW, THEREFORE, in consideration of the promises and undertakings of the parties
more particularly set forth hereinafter, and for other good and valuable
consideration, the parties agree as follows:
3. Duties. During the Term, as defined in paragraph 4 below, the
Company hereby employs the Employee to render such management advice in
connection with the operation of the business of the Company as the Company may
from time to time request, with reasonable notice. The Employee hereby accepts
such employment.
4. Non-Competition.
(a) Definitions
(i) Non-Competition Period means the continuous period of
twelve (12) months from the date hereof.
(ii) Participation or Participate means any direct or
indirect involvement as owner, part-owner, partner, director, officer,
employee, trustee, agent or consultant, or in any other capacity, except as
a passive minority stockholder, partner or beneficial owner.
(b) During the Non-Competition Period, unless otherwise
extended below, Employee will not, either directly or indirectly, do any of the
following:
(i) Participate with Adobe Software, Documentum, Inso, or
PC Docs whose activities, software products, and services are agreed to be
in direct or indirect competition with the Company's business;
(ii) Impair or attempt to impair the relationship,
contractual or otherwise, between the Company and any person who is a
supplier, customer or client of the Company; and
(iii) Solicit or request any current employee of the Company
to leave the Company for new employment in which the Employee shall
Participate.
(b) Following the end of the Non-Competitive Period, the
Employee may compete with the Company provided that he does not intentionally
interfere with the Company's advantageous relations with its customers or
otherwise unfairly compete with the Company in violation of law.
(c) The foregoing restrictions shall apply in the United
States, Europe and Japan.
(d) Employee represents that the foregoing covenants will not
preclude him from earning a livelihood.
5. Employee's Compensation.
(a) As compensation to the Employee, the Company agrees to pay
the Employee biweekly the amount of $11,538 for a period of 12 months, totalling
$300,000, commencing on the date hereof, along with such health, dental, life,
and disability insurance, and 401(k) as are normally provided to Interleaf
senior executives. Vacation time shall not accrue. Thereafter, the Employee's
employment shall terminate. Employee agrees that this Employment Agreement is in
lieu of any payments Employee may receive under the Company's Employee Change in
Control Severance Benefit Plan or Officer Severance Benefit Plan. Provided the
Employee complies with the terms of this Agreement, he shall have the right to
obtain other employment and compensation provided hereunder shall not be reduced
by the Company. The Company may provide additional compensation if it deems
Employee's services necessary to its business.
(b) The Company promises to make all payments and provide all
benefits hereunder, and the Employee accepts such payments in full consideration
for, the discharge by the Employee of his duties and obligations hereunder, and
fulfill and comply with his obligations under the attached agreements.
(c) In lieu of compensation for any vacation time Employee
accrued as a senior officer, the Company shall forgive its $15,000 advance.
6. Term. The obligations of the Employee under paragraph 1 shall
commence on November 15, 1996, and continue through November 14, 1997.
7. Employee's Responsibility. The Employee, in the performance of
his duties and obligations under this Agreement, shall be responsible to the
President and Chief Executive Officer of the Company, and the Board of
Directors. The Employee agrees to render advisory and management services to the
Company and to diligently discharge such projects as may from time to time be
prescribed by the Company. Employee shall be reimbursed for his reasonable and
necessary expenses incurred in the performance of his duties hereunder. This
paragraph shall be subject to the provisions of paragraph 1 of this Agreement.
8. Confidentiality. Employee shall keep in strict confidence and not
disclose to any party any proprietary or confidential information of the Company
which he has currently or may obtain during the Term for a period of three (3)
years from the date hereof, unless such information becomes publicly available
without the disclosure of Employee.
9. Severability; Separate Agreements.
(a) The Employee and the Company agree that the provisions
contained in Section 2 are reasonable in time, geographic area and scope and
that it is the intent of both the Employee and the Company that each of all of
the provisions thereof shall be valid, enforceable and enforced as specifically
set forth herein.
(b) If any particular provision or portion of this Agreement
shall be adjudicated to be invalid or unenforceable, this Agreement shall be
deemed amended to delete therefrom such provision or portion adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of this paragraph in the particular jurisdiction in which such
adjudication is made.
10. Entire Contract. This Agreement, along with the Employee's letter
of resignation to the Company, attached hereto, and Resignation Agreement and
Release, also attached hereto, contains the entire understanding of the parties
and supersedes all other prior written and oral agreements.
11. Controlling Law. The validity, interpretation and performance of
this Agreement shall be construed under the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Employee Agreement as
of the date first written above.
Interleaf, Inc. "Employee"
/s/ Clinton P. Harris /s/ Ed Koepfler
________________________ ____________________
By: Clinton P. Harris By: Ed Koepfler
Chairman, Compensation Committee