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-10.19 — Material Contract
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EXHIBIT 10.19
Via Facsimile
October 3, 1997
Mr. Craig Newfield
64 Hawthorn Avenue
Needham, Massachusetts 02192
Dear Craig,
I am delighted to offer you the position of Vice President and General
Counsel for 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 General Counsel position is one of the most important officer level
positions in our company. You will be responsible for all of our legal
matters (both internal and external coordination) as well as their impact on
both operational and strategic activities. As a direct report to the Chief
Executive Officer, you will also be asked to participate in developing our
long-term strategy and operating plans and participate on the senior
management team.
Compensation Package
The base salary for the General Counsel position is $110,000 per annum and an
annual incentive compensation pool of $40,000 with total on target earnings
of $150,000.
Your incentive compensation program is designed to reward you for both
individual contributions as well as the performance of the team in meeting
quarterly and annual performance goals. The incentive compensation program
will provide you with a total quarterly bonus pool of $30,000 upon
achievement of mutually agreed to revenue and profit targets, and an
escalation bonus should you exceed the target. The incentive bonus will be
distributed to you in quarterly amounts of $7,500 for 100% revenue and profit
attainment; for under/over attainment the bonus payment will be made
utilizing the following formula:
At 70% of goal for the quarter, you will be paid $4,500
At 80% of goal for the quarter, you will be paid $5,250
At 85% of goal for the quarter, you will be paid $6,000
At 90% of goal for the quarter, you will be paid $6,750
At 95-100% of goal for the quarter, you will be paid $7,500
At each 10% above 100% of goal for the quarter, you will
receive $10,000 additional bonus.
In addition, for reaching 100% of our targeted annual revenue and profit as
General Counsel, you will receive an additional $10,000 bonus amount. The
total annual on target earnings (OTE) for this position is $150,000. The
incentive compensation goals for the first half of FY1998 are similar for the
entire Senior Management Team. We will be reviewing our goals for the second
half of FY1998 this month and look forward to your participating in this
planning process to insure that the goals that are developed reflect your
input. Please note that there is no limit to your incentive compensation. I
fully intend to reward you for achievement above and beyond the defined
targets.
Equity Participation
I am also delighted to offer you 125,000 stock options. The price of the
options will be based upon the then current price on your start date. The
options will vest over a four-year period. As we discussed, I am fully
committed to having you achieve your long-term compensation goals.
As we discussed, 50,000 of these stock options will not vest until the fourth
anniversary of your employment, if you do not reach or exceed 80% of your
incentive goals for the second half of FY1998.
[Download Table]
% Achieved Vesting Re-Set
---------- --------------
12,500 80% of Plan YTD 6 mos. after start
12,500 90% of Plan YTD 6 mos. after start
12,500 80% of Plan YTD 12 mos. after start
12,500 90% of Plan YTD 12 mos. after start
------
50,000
Benefits Package
Your compensation will also include participation in our standard corporate
benefits program, a summary of which is attached.
Please note that this letter does not constitute an employment agreement. In
the unlikely circumstance that you are terminated without cause, the company
will provide you a notice period of six (6) months and require a similar
period should you wish to end your employment with the company.
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
October 13, 1997. 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/ Craig Newfield October 4, 1998
------------------------------------- -------------------------
Date
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 10/4/98 | | 2 | | | | | None on these Dates |
| Filed on: | | 6/29/98 |
| For Period End: | | 3/31/98 |
| | 10/13/97 | | 2 |
| | 10/3/97 | | 1 |
| List all Filings |
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Filing Submission 0001047469-98-025818 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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