Exhibit 10(r)
November 11, 1996
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Dear ▇▇▇:
This letter will confirm your employment agreement with Interleaf, Inc.
("Company"). You will commence employment with the Company effective November
11, 1996. Upon the resignation of the Company's current Chief Financial Officer,
you are elected and appointed the Company's Vice President of Finance and
Administration, and Chief Financial Officer on an interim basis. From the date
your employment commences, you will receive bi-weekly compensation of $12,000
per period. In addition, you will participate at 40% in the Officer Retention
Bonus Plan ("ORBP") except that the portion of the ORBP pertaining to achieving
revenue will not apply to you. If the ORBP is in any way materially changed or
modified to your detriment, we will, in good faith, negotiate an alternative
compensation opportunity.
You will directly report to the Operating Committee, and to the Board of
Directors. You will inform the Board of resources required to discharge your
duties, and the Board will reasonably provide you with such resources.
It is currently the mutual intent that you are to provide your services under
this agreement until the earlier of one month after a "Change of Control" or
6/1/97. However, you agree that you may be terminated at any time for any
reason, and that you shall receive 30 days prior written notice of such
termination, except if terminated for cause for which no notice need be
provided. You will participate in the Officer Severance Plan dated March 13,
1989, which will supersede the above notice provision if applicable.
You will be covered by the Company's Agreement to Defend and Indemnify, and
receive health, medical, 401(k) and other fringe benefits normally provided to
Interleaf employees.
Very truly yours,
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Chairman, Compensation Committee
Agreed:
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