EXHIBIT 99.16
Written Compensation Agreement between Registrant and Xx. Xxxxxxx
COMPENSATION AGREEMENT
Agreement dated as of the 22nd day of May 1997 by and between
Xxx Xxxxx Xxxxxxx ("Optionee") and FileNet Corporation, a Delaware corporation
("Company").
W I T N E S S E T H
WHEREAS, the Company deems it advisable to provide Optionee with a special
equity incentive to attract and retain his services as President and Chief
Operating Officer of the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. On May 22, 1997, Optionee was granted an option to purchase 300,000
shares of the Company'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. Company and Optionee acknowledge and agree that the Option is granted as
compensation for the services Optionee is to render as President and Chief
Operating Officer of the Company 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 Company's service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Company 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 Xxxxx Xxxxxxx
Title: ______________________________