Interleaf Inc/MA – ‘10-K’ for 3/31/98 – EX-10.22

As of:  Monday, 6/29/98   ·   For:  3/31/98   ·   Accession #:  1047469-98-25818   ·   File #:  0-14713

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         43    245K 
 2: EX-10.19    Material Contract                                      2     13K 
 3: EX-10.22    Material Contract                                      2     12K 
 4: EX-23       Consent of Experts or Counsel                          1      7K 
 5: EX-27       Financial Data Schedule (Pre-XBRL)                     2     10K 
 6: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     10K 

EX-10.22   —   Material Contract

EX-10.22
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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.              

EX-10.22
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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                                                      
-------------------------------------                                           
Jaime W. Ellertson                                                              
President and Chief Executive Officer                                           

Accepted:                                                                       

/s/ Peter J. Rice                                    February 4, 1998       
-------------------------------------                -------------------------  
Peter J. Rice                                         Date        

Dates Referenced Herein

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/29/98							None on these Dates
For Period End:		3/31/98
		2/21/98		2
		2/4/98		2
		2/3/98		1
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