EXHIBIT 99.18
Written Compensation Agreement between Registrant and Xx. Xxxxxxxxxx
COMPENSATION AGREEMENT
Agreement dated as of the 18th day of June 1997 by and between
Xxx X. Xxxxxxxxxx ("Optionee") and FileNet Corporation, a Delaware corporation
("Corporation").
W I T N E S S E T H
WHEREAS, the Corporation deems it advisable to provide
Optionee with a special equity incentive to attract and retain his services as
Senior Vice President, International, of the Corporation.
NOW, THEREFORE, the parties hereto agree as follows:
1. On June 18, 1997, Optionee was granted an option to
purchase 80,000 shares of the Corporation's Common Stock (the "Option") upon the
terms and conditions set forth in the Stock Option Agreement (the "Option
Agreement") attached hereto as Exhibit A.
2. Corporation and Optionee acknowledge and agree that the
Option is granted as compensation for the services Optionee is to render as
Senior Vice President, International, of the Corporation and not for any
capital-raising purposes or in connection with any capital-raising activities.
3. This agreement is intended to constitute a written
compensation contract for purposes of registering the shares of Common Stock
issuable under the Option on a Form S-8 registration statement to be filed with
the Securities and Exchange Commission.
4. Nothing in this agreement or in the attached Stock Option
Agreement shall confer upon Optionee any right to continue in the Corporation's
service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation or of Optionee, which rights
are hereby expressly reserved by each party, to terminate Optionee's service at
any time for any reason, with or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first above written.
OPTIONEE: FILENET CORPORATION
__________________________ By:___________________________________
Xxx X. Xxxxxxxxxx
Title: _______________________________
