EXHIBIT 10.22
February 3, 1998
Mr. Peter J. Rice
16 Leland Road
Westford, MA 01886
Dear Peter,
I am delighted to offer you the position of Vice President Finance and
Administration and Chief Financial Officer of Interleaf, Inc. Our company is
at a very important juncture. Tremendous opportunities for success are within
our sights but there is work to be done. Your credentials and energy are very
impressive. I am sure that you will have a positive influence on our results.
The Position
The Vice President Finance and Administration and Chief Financial Officer
position is one of the most important Officer level positions in our company.
You will be responsible for all aspects of our company's finance and
administration worldwide. As a direct report to the Chief Executive Officer,
you will also be asked to participate in developing our long-term strategy,
interface directly with the Board of Directors and participate on the senior
management team.
Compensation Package
The base salary for the Vice President Finance and Administration and Chief
Financial Officer position is $6,153 per pay period (26 per year), and you
will participate in an annual incentive compensation pool with total on
target annual earnings of $225,000.
In addition to your base and bonus compensation, you will receive a signing
bonus of $30,000 to be utilized for the purchase of Interleaf stock by
yourself in the open market during your first ten (10) days of employment.
You are responsible for any taxes on this bonus. This stock will be yours to
hold and keep, but it is expected that you will not sell prior to a liquidity
event, the passage of two years of your departure from the company. We
believe that your becoming an immediate equity holder will provide you a
stronger leadership stance and ease communication with external constituents.
Your incentive compensation program is designed to reward you for meeting our
annual performance goals. The incentive compensation program will provide you
with a bonus pool of $65,000 upon achievement of Interleaf's annual business
plan, revenue and profit targets, and an escalation bonus should we exceed
the target. The incentive bonus will be distributed to you annually in the
amount of $65,000 for 100% revenue, profit, cash and specific MBO attainment.
The specific calculation of bonus payment is detailed in the attached Senior
Managers Compensation Plan.
Equity Participation
In addition to your signing bonus, I am delighted to offer you 225,000 stock
options. These options will be granted at the next regularly scheduled Board
meeting, with an exercise price equal to fair market value of the Common
Stock on the date of grant, vesting in four equal annual installments
commencing one year from the date of grant. As we discussed, I am fully
committed to having you achieve your long-term compensation goals.
Please note that this letter does not constitute an employment agreement. In
the unlikely circumstance that you are terminated without cause, the company
will pay you 13 equal payments over six (6) months in an amount equal to six
(6) months base salary, based on your annual base salary at the highest rate
in effect during the 12-month period immediately preceding the effective date
of termination.
Benefits Package
Your compensation will also include participate in our standard corporate
benefits program, a summary of which is attached.
I am very much looking forward to your joining our team. I know that you will
do an outstanding job in this critical role. Your expected start date is
February 21, 1998. Please indicate your acceptance and agreement with the
terms of this employment offer by signing below. Again, we look forward to
your joining the team.
Sincerely,
/s/ Jaime W. Ellertson
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Jaime W. Ellertson
President and Chief Executive Officer
Accepted:
/s/ Peter J. Rice February 4, 1998
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Peter J. Rice Date