Exhibit 10(w1)
November 12, 1996
Mr. G. Gordon M. Large
19 Hundreds Circle
Wellesley, MA 02181
RE: Resignation Agreement and Release
Dear Gordon:
This letter contains the terms of your resignation from Interleaf effective
November 12, 1996 ("Resignation Date") as Executive Vice President,
Treasurer, Chief Financial Officer, Principal Financial Officer, Principal
Accounting 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 12, 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 will have three months from your Resignation Date within which to
exercise your vested stock options or forfeit all rights to them. Any options
not vested as of your Resignation Date, will be cancelled. (See below.)
Number Shares Vested Shares
Grant Date Grant Price of Shares Vesting Period Exercised Available
6/5/95 $6.00 225,000 4 years -0- 56,250
9/12/96 $2.56 75,000 4 years -0- -0-
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.
The Company acknowledges that its Agreement to Defend and Indemnify with you
is valid and binding.
Please review the following information, sign and return to me within 45 days.
Sincerely yours,
/s/ Rory Cowan
___________________
Rory Cowan
Chairman, Operating Committee
_______________________________________________________________________________
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 12, 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/ G. Gordon M. Large
______________________
G. Gordon M. Large Date: 11/12/96
29
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of this 12th day of
November, 1996 by and between G. Gordon M. Large (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 12, 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:
12. Duties. During the Term, as defined in paragraph 4 below, the
Company hereby employs the Employee to render such financial and management
advice in connection with the operation of the business of the Company as the
Company may from time to time request. The Employee hereby accepts such
employment.
13. 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, 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.
14. Employee's Compensation.
(a) As compensation to the Employee, the Company agrees to pay
the Employee biweekly the amount of $12,769.23 for a period of 12 months,
totalling $332,000, 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. Thereafter, the Employee's employment shall
terminate.
(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.
15. Term. The obligations of the Employee under paragraph 1 shall
commence on November 12, 1996, and continue through November 11, 1997.
16. Employee's Responsibility. The Employee, in the performance of his
duties and obligations under this Agreement, shall be responsible solely to
the Chief Financial Officer of the Company. 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. This
paragraph shall be subject to the provisions of paragraph 1 of this Agreement.
17. 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.
18. 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.
19. 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.
20. 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/ Rory Cowan /s/ G. Gordon M. Large
______________ ______________________
By: Rory Cowan By: G. Gordon M. Large
Chairman, Operating Committee