X0202 4 2006-10-12 1 0000706015 FILENET CORP FILE 0001169921 AURIEMMA SAM M 3565 HARBOR BOULEVARD COSTA MESA CA 92626-1420 0 1 0 0 Executive VP & CFO Common Stock 2006-10-12 4 D 0 30000 35.00 D 0 D Restricted Stock Unit 2006-10-12 4 D 0 165000 0 D 2006-10-12 Common Stock 165000 0 D Stock Option (right to buy) 20.03 2006-10-12 4 D 0 175000 14.97 D 2010-09-13 Common Stock 175000 0 D Stock Option (right to buy) 23.47 2006-10-12 4 D 0 35000 11.53 D 2011-01-02 Common Stock 35000 0 D Stock Option (right to buy) 13.38 2006-10-12 4 D 0 40000 21.62 D 2012-07-12 Common Stock 40000 0 D Stock Option (right to buy) 13.63 2006-10-12 4 D 0 35000 21.37 D 2012-07-01 Common Stock 35000 0 D Stock Option (right to buy) 13.21 2006-10-12 4 D 0 25000 8.495 D 2012-12-11 Common Stock 25000 0 D Stock Option (right to buy) 26.505 2006-10-12 4 D 0 25000 8.495 D 2013-12-02 Common Stock 25000 0 D Stock Option (right to buy) 26.64 2006-10-12 4 D 0 40000 8.36 D 2014-12-15 Common Stock 35000 0 D Disposed of pursuant to the merger agreement (the "Merger Agreement") pursuant to which International Business Machines Corporation ("IBM") acquired the issuer(the "Merger"), which provides for the cancellation of shares of Common Stock of the Issuer in exchange for $35.00 per share (the "Merger Consideration"). Each RSU represents a right to receive one (1) share of Issuer's Common Stock. The RSUs originally vested based upon targeted financial performance goals subject to partial acceleration upon change of control. Pursuant to the Merger, 75% of the RSUs, representing 123,750 shares, will accelerate vesting and be cashed out for the Merger Consideration totaling $4,331,250. The remaining 25% of the RSUs, representing 41,250 shares, will be forfeited and canceled without payment. This option, which provided for vesting in installments of 25% on September 13, 2001 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. Includes 21,250 shares of unvested restricted stock for which the restrictions lapsed upon the Merger. This option, which provided for vesting in installments of 25% on January 2, 2002 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on July 12, 2002 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on July 1, 2003 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on December 11, 2003 and as to 1/36 of the total grant amount each month thereafter. Vesting was accelerated upon the closing of the Merger and the option was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on December 2, 2004 and as to 1/36 of the total grant amount each month thereafter. Vesting was accelerated upon the closing of the Merger and the option was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on December 15, 2005 and as to 1/36 of the total grant amount each month thereafter. Vesting was accelerated upon the closing of the Merger and the option was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. Sam M. Auriemma 2006-10-12