Exhibit 10(z5)
May 29, 1997
Mr. Mark H. Cieplik
23366 N. Chesapeake Drive
Lake Barrington, IL 60010
RE: Resignation Agreement and Release
Dear Mark:
This letter contains the terms of your resignation and departure from Interleaf
to be effective June 4, 1997 ("Resignation Date") as Vice President, Americas.
From now to your Resignation Date, you shall perform your current functions of
managing all direct and indirect sales in North America and assist in the
transition of your functions at my direction. You shall also specifically
perform the following:
(a) complete all personnel reviews and review them with me or my
designee,
(b) you will assist and close a commitment with our partner, ISI, to
purchase $350K plus of software (with current payment terms),
(c) complete a detailed forecast for Q1 1998 and Q2 1998,
(d) complete all Business Plans and Budgets for the U.S. Sales
organization, gain approval, and brief sales people on such Plans
and Budgets, and
(e) work with Bill Gallagher to clear up any outstanding issues relating
to BTG Pre-Pay I and ensure payments are up-to-date.
You, of course, agree to abide by your non-compete and confidentiality
agreements.
Upon completion of the above listed responsibilities, as a bonus, you shall
receive a lump sum payment of $20,000, payable June 16, 1997 or upon completion
of the above (under the condition that all items be complete prior to June 28,
1997).
In the event you secure a position with another firm prior to June 15, 1997:
(1) you will notify Interleaf immediately,
(2) your resignation date will be adjusted appropriately,
(3) the $20,000 bonus will be paid on June 16, 1997 if you have
satisfactorily completed items (a) through (e) above.
From the Resignation Date, 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 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.
Exhibit 10(z5)
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.)
Vested
Number Vesting Shares Shares
Grant Date Grant Price of Shares Period Exercised Available
4/27/95 $2.56 110,000 4 years -0- 55,000
Please notify the Human Resources Department, in writing, of any change of
address through 1997 and 1998. 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/ Jaime W. Ellertson
- ----------------------
Jaime W. Ellertson
President and Chief Executive Officer
- --------------------------------------------------------------------------------
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.
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/ Mark H. Cieplik Date: 5/29/97
- -------------------------------------
Mark H. Cieplik