0001144204-12-005277.txt : 20120201 0001144204-12-005277.hdr.sgml : 20120201 20120201163045 ACCESSION NUMBER: 0001144204-12-005277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20120127 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120201 DATE AS OF CHANGE: 20120201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IntraLinks Holdings, Inc. CENTRAL INDEX KEY: 0001488075 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 208915510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34832 FILM NUMBER: 12562917 BUSINESS ADDRESS: STREET 1: C/O INTRALINKS, INC. STREET 2: 150 E. 42ND STREET, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-543-7700 MAIL ADDRESS: STREET 1: C/O INTRALINKS, INC. STREET 2: 150 E. 42ND STREET, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 v300998_8-k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 27, 2012

INTRALINKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34832	20-8915510
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Identification No.)

150 East 42^nd Street, 8^thFloor, New York, NY	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(212) 543-7700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

On January 27, 2012, David G. Curran resigned from his position as Executive Vice President, Business and Legal Affairs of Intralinks Holdings, Inc. (the “Company”) effective immediately (the “Effective Time”) and as a non-executive employee of the Company effective March 31, 2012. Also on January 27, 2012, the Company entered into an employment agreement with Scott Semel pursuant to which Mr. Semel will become the Company’s Executive Vice President and General Counsel effective as of the Effective Time (the “Employment Agreement”), succeeding Mr. Curran in his role as the Company’s general counsel and corporate secretary.

In connection with his resignation, Mr. Curran agreed to assist the Company on various corporate matters as a non-executive employee until March 31, 2012 and, thereafter until January 31, 2013, as a consultant pursuant to a Separation and Independent Contractor Services Agreement (the “Consulting Agreement”) with the Company entered into on January 27, 2012. During the consulting term, the Company will pay Mr. Curran a monthly consulting fee of $21,666.67 and reimburse the amount of Mr. Curran’s health and dental benefits subsidized by the Company for employees. Mr. Curran will also continue to be eligible for a cash bonus award, if any, made pursuant the terms of the Company’s Senior Executive Incentive Bonus Plan for fiscal 2011 performance. Mr. Curran’s restricted stock unit award granted on November 8, 2010 for 50,000 restricted stock units will continue to vest and be exercisable in accordance with its existing terms during the consulting term and, subject to Mr. Curran’s compliance with his obligations under Consulting Agreement, will fully vest on January 31, 2013. In consideration of the benefits conferred by the Consulting Agreement, Mr. Curran agreed to enter into a standard release of claims upon termination of his employment.

Pursuant to the terms of the Employment Agreement with Mr. Semel will receive an annual base salary of $280,000 and be eligible to receive an annual performance bonus, with a target amount equal to 50% of his annual base salary, the criteria for which shall be determined in the discretion of compensation committee of the Company’s board of directors. Mr. Semel shall also receive a non-statutory stock option to purchase 90,000 shares of the Company’s common stock (the “Options”) at an exercise price equal to the closing trading price of the Company’s common stock on the New York Stock Exchange on the date of grant, which is contemplated to be February 1, 2012. In addition, he shall also be granted restricted stock units for 45,000 shares of common stock (the “RSU”). Both the Options and the RSU shall vest over four and a half years with 25% of the shares vesting on the one year anniversary of the Effective Time and the remaining shares vesting in equal monthly installments thereafter, subject to Mr. Semel’s continued service to the Company. Both the Option and RSU shall fully vest upon certain changes in control of the Company. Mr. Semel shall be eligible to participate in the Company’s other employee benefit plans and the IntraLinks, Inc. Senior Executive Severance Plan, which provides for specified benefits upon certain terminations of employment in connection with a change of control of the Company, in a manner consistent with other executives of the Company.

In the event Mr. Semel’s employment is terminated without Cause, subject to his execution of a customary release agreement, he shall be entitled to receive (i) annual salary and bonus earned and accrued under the Employment Agreement prior to the effective date of the termination, (ii) an additional six months annual salary at the rate in effect at termination payable as salary continuation, subject to withholding, (iii) a pro rated annual bonus based on the bonus that Mr. Semel would have received for the year of termination had he remained employed through the end of the year based on the levels at which the bonus plan targets are achieved, (iv) payment of COBRA premiums for a period of six months or until such sooner date as Mr. Semel begins employment with another employer, (v) accelerated vesting on all equity awards with service vesting through the next six months, and (vi) earned, accrued and vested benefits and paid time off under the Employment Agreement prior to the effective date of the termination.

In addition, as previously disclosed in a Current Report on Form 8-K filed on December 16, 2011 with the Securities and Exchange Commission, in connection with his resignation as President and Chief Executive Officer of the Company on December 15, 2011, J. Andrew Damico agreed to continue his employment with the Company in an non-executive capacity to assist in the management transition. In connection with the foregoing arrangements, Mr. Damico and the Company entered into a Separation and General Release Agreement (the “Separation Agreement”) on February 1, 2012 (the “Termination Date”).

Under the Separation Agreement, effective as of the Termination Date, Mr. Damico will become eligible for severance benefits including: (i) a lump sum payment of $425,000, representing twelve months of his base salary; (ii) accelerated vesting of the remaining 221,429 unvested options under a stock option granted to him on February 26, 2010 at an exercise price of $6.76 per share; (iii) a twelve-month post-termination period to exercise all of his stock options vested as of the termination date; and (iv) reimbursement of up to twelve months of COBRA continuation coverage under the Company’s medical and dental plans (collectively, the “Separation Benefits”). The Separation Benefits are in lieu of any severance amounts under Mr. Damico’s employment agreement with the Company or the Senior Executive Severance Plan.

In consideration of the benefits conferred by the Separation Agreement, Mr. Damico agreed to provide the Company with a general release of claims. The Separation Benefits are also subject to on-going compliance with Mr. Damico’s continuing obligations to the Company under his employment agreement and the Separation Agreement, including confidentiality and non-disparagement covenants and non-competition and non-solicitation restrictions for two years following the termination date.

The foregoing descriptions of the Separation Agreement, the Consulting Agreement and the Employment Agreement are summaries of the terms of such documents and do not purport to be complete. Such descriptions are qualified in their entirety by reference to the full text of the Separation Agreement, the Consulting Agreement and the Employment Agreement, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 30, 2012, the Company issued a press release, a copy of which is being furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1

Separation and General Release Agreement dated as of February 1, 2012 by and between IntraLinks Holdings, Inc. and J. Andrew Damico.

10.2

Separation and Independent Contractor Services Agreement dated as of January 27, 2012 by and between IntraLinks Holdings, Inc. and David Curran.

10.3

Employment Agreement dated as of January 27, 2012 by and between IntraLinks Holdings, Inc. and Scott Semel.

99.1

Press Release issued by the Company on January 30, 2012, furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 1, 2012

	INTRALINKS HOLDINGS, INC.


	By:	/s/ Ronald W. Hovsepian
		Ronald W. Hovsepian
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description

10.1

Separation and General Release Agreement dated as of February 1, 2012 by and between IntraLinks Holdings, Inc. and J. Andrew Damico.

10.2

Separation and Independent Contractor Services Agreement dated as of January 27, 2012 by and between IntraLinks Holdings, Inc. and David Curran.

10.3

Employment Agreement dated as of January 27, 2012 by and between IntraLinks Holdings, Inc. and Scott Semel.

99.1

Press Release issued by the Company on January 30, 2012, furnished herewith.

EX-10.1 2 v300998_ex10-1.htm SEPARATION AND GENERAL RELEASE AGREEMENT DATED AS OF FEBRUARY 1, 2012

SEPARATION AND GENERAL RELEASE AGREEMENT

THIS SEPARATION AND GENERAL RELEASE AGREEMENT (the “General Release”) is made as of this 1^st day of February, 2012, by and between IntraLinks, Inc. (the “Company”), and J. Andrew Damico (the “Executive”), on the other hand.

WHEREAS, Executive and the Company are parties to an employment agreement dated February 26, 2008 (the “Employment Agreement”) which, upon specified termination events, provided Executive with certain benefits provided that, among other things, the Executive enters into an agreement releasing the Company of all claims against the Company and related persons and entities;

WHEREAS, on December 15, 2011, Executive separated from his position of President and Chief Executive Officer but, at the request of the Company, continued thereafter his employment with the Company in a non-executive capacity to assist in the transition of Executive’s responsibilities; and

WHEREAS, in lieu of any termination benefits that Executive may have been entitled to under the Employment Agreement and in exchange for, among other things, Executive’s agreement to the terms of this General Release, the Company shall provide Executive with the separation benefits described below;

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration set forth herein, the Parties hereby agree as follows:

1. Termination of Employment. Executive’s employment with the Company and any and all of its affiliated entities shall separate for all purposes effective as of the 1^st day of February, 2012 (the “Termination Date”). The Company shall pay Executive’s salary and for his accrued but unused vacation through the Termination Date. The Company shall reimburse Executive for any outstanding, reasonable business expenses that Executive has incurred on the Company’s behalf through the Termination Date in accordance with the Company’s reimbursement policies.

2. Severance Pay. In consideration of the Executive’s agreement to the terms and conditions contained in this General Release, the Company shall pay the Executive severance pay (“Severance Pay”) consisting of twelve months of Executive’s annualized base salary of Four Hundred Twenty-Five Thousand dollars ($425,000), representing the twelve-month period from the Termination Date to and including January 31, 2013 (the “Severance Pay Period”). The Severance Pay shall be paid in lump sum on or about the fifteenth business day following the Termination Date, provided that the Company is not obligated to pay any Severance Pay before this General Release becomes effective. The Severance Pay shall be paid less applicable withholdings and deductions as required by law. The Executive acknowledges and agrees that the Severance Pay: (i) represents payments to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution of this General Release; (ii) is in full and final discharge of any and all liabilities and obligations of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees.

3. Restricted Stock and Stock Options. The Executive acknowledges and agrees that all shares of restricted stock and options that the Executive holds to purchase shares of the Company’s common stock pursuant to the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan or any applicable predecessor plan that are not vested as of the Termination Date shall lapse on that date and will not be releasable or exercisable. The release of any restricted shares and the exercise of any stock options shall be subject to the terms of the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan, or applicable predecessor plan. This Section 3 is not intended to modify in any respect the post-separation rights to which the Executive would otherwise be entitled if the Executive were not to agree to this General Release or the terms governing restricted stock or stock options. Notwithstanding the foregoing, in consideration of the Executive’s agreement to the terms and conditions contained in this General Release, the Company agrees to accelerate and fully vest as of January 31, 2012 the portion of Executive’s stock option award granted on February 26, 2010 that is not vested as of the Termination Date (221,429 options to purchase the Company’s common stock at a purchase price of $6.76) and to extend the exercise period of such stock option and any other option awards that are vested as of the Termination Date (the “Equity Severance Benefit”) until the close of the New York Stock Exchange on January 31, 2013 (the “Exercise Deadline”). Any stock options underlying the Equity Severance Benefit that are not exercised by the Exercise Deadline shall be forfeited and cancelled. The Executive acknowledges and agrees that the Equity Severance Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution of this General Release; (ii) is in full and final discharge of any and all liabilities and obligations of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees. The Executive acknowledges and agrees that he will continue to be subject to the IntraLinks Holdings, Inc. Statement of Company Policy on Insider Trading and Disclosure (the “Insider Trading Policy”).

4. Severance Health Benefit. The Executive’s rights and obligations under COBRA are explained in a separate letter describing medical and dental insurance continuation rights under COBRA. To continue the Executive’s medical and dental insurance coverage, the Executive must elect COBRA continuation coverage. If the Executive elects COBRA continuation coverage and provided that the Executive (and the Executive’s eligible beneficiaries) remains eligible for COBRA continuation coverage, the Company shall reimburse the Executive for medical and dental insurance COBRA continuation premiums for coverage of the Executive (and the Executive’s eligible beneficiaries) to the same extent as if the Executive had remained employed to the end of the Severance Pay Period on January 31^st 2013 (the “Severance Health Benefit”). The Executive will be responsible for the remaining portion of such coverage as if the Executive remained employed. If the Executive elects COBRA continuation coverage, the Executive may continue coverage for the Executive’s own benefit and for the benefit of any beneficiaries after the end of the Severance Pay Period at the Executive’s own expense for the remainder of the COBRA period, to the extent the Executive (and the Executive’s eligible beneficiaries) remain eligible. The Executive acknowledges and agrees that the Severance Health Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution of this General Release; (ii) is in full and final discharge of any and all liabilities and obligations of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees.

5. Indemnification Agreement and Liability Coverage. Company agrees that notwithstanding anything contained herein to the contrary, the indemnification agreement dated November 29^th, 2011 between Company and Executive (the “Indemnification Agreement”) shall remain in full force and effect and Executive shall continue to be entitled to all of the benefits of Indemnification Agreement including, but not limited to, any rights thereunder to any Officers and Director’s Liability Insurance policy, whether through an independent or captive insurer or rights under or to any indemnification trust, and any continuing rights for indemnification under the Company’s charter or bylaws in effect as of the date hereof. Company agrees that should a conflict or potential conflict arise between the Company, its officers or its directors and the Executive as the result of a class action lawsuit(s) where the Executive is named as a defendant, or any other legal matter or action where the Executive is named as a defendant, or threatened to be named as a party, that the Executive can seek legal counsel independent of the Company’s counsel in accordance with the Indemnification Agreement. All costs, fees and expenses associated with obtaining independent legal counsel and continuing to pay for such counsel shall be advanced and paid by the Company as outlined in the Indemnification Agreement, including and not limited to the benefits of the Company’s Officer’s and Director’s Liability Insurance policy.

6. General Release. For good and valuable consideration, including but not limited to the Severance Pay set forth in Section 2 of this General Release, the Equity Severance Benefit set forth in Section 3 of this General Release, and the Severance Health Benefit set forth in Section 4 of this General Release, the Executive releases, discharges, and promises not to sue the Company, any of its and their parents, subsidiaries, affiliates, and related entities, and/or any and all of its and their current or former directors, officers, members, employees, attorneys, representatives, insurers, agents, heirs, successors, and assigns (individually and collectively the “Company Releasees”), from and with respect to any and all claims, actions, suits, liabilities, debts, controversies, contracts, agreements, obligations, damages, judgments, causes of action, and contingencies whatsoever, including attorneys’ fees and costs, in law or in equity, known or unknown, suspected or unsuspected, asserted or unasserted, which against the Company Releasees, the Executive and the Executive’s respective heirs, administrators, executors, successors, assigns, attorneys, and affiliates (individually and collectively the “Executive Releasors”) ever had, now has, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through the date the Executive executes this General Release (individually and collectively, “Claims”). This includes, without limitation, (i) any Claims in connection with or arising from the Executive’s employment by the Company or the separation or end of such employment; (ii) any Claims for compensation, salary, bonus, deferred compensation, commissions, carried interest, incentive compensation or similar benefit, equity compensation, stock options, severance pay, pension, vacation pay, life insurance, disability benefits, health or medical insurance, or any other fringe benefit; (iii) any Claims under any federal, state, or local law, regulation, or ordinance, including without limitation any Claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Family Medical Leave Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law and the Massachusetts General Laws; (iv) any Claims under common law including, without limitation, any Claim for tort, breach of contract (express or implied, written or oral), quasi contract, or wrongful or constructive discharge; and (v) any Claims for compensatory damages, punitive damages, or attorneys’ fees, costs, disbursements and the like. The Executive represents that the Executive has not assigned any Claim released herein. The Executive intends this release to be a general release of any and all Claims to the fullest extent permissible by law, excluding Severance Pay set forth in Section 2 of this General Release, the Equity Severance Benefit set forth in Section 3 of this General Release, the Severance Health Benefit set forth in Section 4 of this General Release and the continued benefits of the Indemnification Agreement as referenced in Section 5 of this General Release, and the right to enforce this General Release, none of which are released Claims hereunder.

7. Indemnification for Claims. The Executive represents and warrants that neither the Executive nor any other Executive Releasor has previously filed, and to the maximum extent permitted by law agrees that neither Executive nor any other Executive Releasor will file, a complaint, charge or lawsuit against any of the Company Releasees regarding any of the Claims released herein, but may defend against any such complaint, charge or lawsuit by a Company Releasee, including, without limitation, by asserting counterclaims, third party claims and cross-claims. If, notwithstanding this representation and warranty, an Executive Releasor has filed or files such a complaint, charge or lawsuit, the Executive agrees that the Executive shall cause such complaint, charge or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining such dismissal of such complaint, charge or lawsuit, including without limitation the attorneys’ fees of any party against whom an Executive Releasor has filed such a complaint, charge, or lawsuit. The immediately preceding sentence shall not apply, however, to a Claim of age discrimination under the Age Discrimination in Employment Act. Notwithstanding any other language in this General Release, the parties understand that this General Release does not prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission or similar administrative agency. The Executive, however, waives any right to monetary or other recovery should any federal, state or local administrative agency pursue claims on the Executive’s behalf arising out of or relating to the Executive’s employment with the Company or the separation of the Executive’s employment with the Company.

8. Tax Treatment. The Company shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this General Release to the extent that it reasonably and in good faith determines that it is required to make such deductions, withholdings and tax reports. Payments under this General Release shall be in amounts net of any such deductions or withholdings. Nothing in this General Release shall be construed to require the Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

9. Return of Property. The Executive hereby represents and warrants that, prior to the Termination Date, the Executive has returned, or will return, to the Company all Company property, including, without limitation, cell phones, computer equipment, software, keys and access cards, credit cards, files and any documents (including computerized data and any copies made of any computerized data or software) containing information concerning the Company, its business or its business relationships (in the latter two cases, actual or prospective). The Executive further represents and warrants that, prior to the Termination Date, the Executive has deleted, or will delete, any duplicates of files or documents that may contain Company information from any computer or other device that remains the Executive’s property after the Termination Date. In the event that the Executive discovers that the Executive continues to retain any such property, the Executive shall return it to the Company immediately.

10. Confidential Information. The Executive understands and agrees that the Executive has been employed in a position of confidence and trust and has had access to information concerning the Company that the Company treats as confidential and the disclosure of which could negatively affect the Company’s interests (“Confidential Information”). Confidential Information includes, without limitation, confidential financial information; business forecasts; inventions; improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; confidential software; marketing or sales information or plans; customer lists; and business plans, prospects and opportunities. The Executive agrees and warrants that the Executive shall not use or disclose any Confidential Information at any time without the prior written consent of the Company.

11. Non-Disparagement. The Executive agrees that the Executive shall not make any statement, orally or in writing, nor take any action, that (a) in any way could disparage the Company or any of the Company Releasees, or which foreseeably could harm the reputation or goodwill of those persons or entities, or (b) in any way directly or indirectly, could knowingly cause or encourage or condone the making of such statements or the taking of such actions by anyone else. In turn, the Company agrees that the Company shall not make any statement, orally or in writing, nor take any action, that in any way could disparage the Executive, or which foreseeably could harm the reputation or goodwill of the Executive. Nothing in this Section 12 shall prevent the Executive from testifying truthfully if required by legal process to testify.

12. Future Cooperation. The Executive agrees to cooperate reasonably with the Company and all of its affiliates (including its and their outside counsel) in connection with the contemplation, prosecution and defense of all phases of existing, past and future litigation about which the Company believes the Executive may have knowledge or information. The Executive further agrees to be available at mutually convenient times during and outside of regular business hours as reasonably deemed necessary by the Company’s counsel. The Executive agrees to appear without the necessity of a subpoena to testify truthfully in any legal proceedings in which the Company calls the Executive as a witness. The Company shall also reimburse the Executive for any pre-approved reasonable business travel expenses that the Executive incurs on the Company’s behalf as a result of the Executive’s litigation cooperation, after receipt of appropriate documentation consistent with the Company’s business expense reimbursement policy.

13. Suspension or Termination of Payments. In the event that the Executive fails to comply with any of the Executive’s obligations under this General Release, in addition to any other legal or equitable remedies it may have for such breach the Company shall have the right to terminate or suspend its payments to the Executive under this General Release. The termination or suspension of such payments in the event of such breach by the Executive will not affect the Executive’s continuing obligations under this General Release. Notwithstanding the foregoing, this provision shall not apply to the extent that the Executive’s breach of this General Release consists of initiating a legal action in which the Executive contends that the release set forth in Section 6 is invalid, in whole or in part, due to the provisions of 29 U.S.C. § 626(f).

14. Sections of the Employment Agreement, Stock and Option Agreements and Insider Trading Policy Still in Effect. The Executive is a party to the Employment Agreement, certain restricted stock and stock option agreements under the TA Indigo Holding Corporation 2007 Stock Option and Grant Plan, the IntraLinks Holdings, Inc. 2007 Stock Option and Grant Plan, the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan (collectively, as modified herein, the “Stock and Option Agreements”) and is subject to the Insider Trading Policy. The Executive acknowledges that certain of the Executive’s obligations under the Employment Agreement, the Stock and Option Agreements and Insider Trading Policy were intended to, and do in fact, survive the termination of the Executive’s employment with the Company. The Executive hereby reaffirms the Executive’s obligations existing under the Employment Agreement, including with respect to noncompetition, nonsolicitation and nondisclosure as set forth in Section 7 thereof, the Stock and Option Agreements and the Insider Trading Policy all of which are incorporated by reference into this Section 14 and shall remain in full force and effect. The Executive further agrees and acknowledges that nothing contained in this General Release shall be construed to relieve the Executive of such ongoing obligations including, without limitation, those set forth in Section 7 of the Employment Agreement. The Executive further acknowledges that the severance payments and benefits provided for in Sections 2, 3 and 4 of this General Release are in lieu of any termination benefits under the Employment Agreement or any severance policy of the Company, are contingent upon the Executive’s continued compliance with any ongoing obligations under the Employment Agreement, the Stock and Option Agreements and the Insider Trading Policy and that such payments and benefits shall cease in the event the Executive breaches any of the Executive’s contractual obligations set forth in the Employment Agreement, the Stock and Option Agreements or the Insider Trading Policy.

15. Waiver or Modification. A waiver or modification by the Company of any condition, obligation or breach hereunder or hereof shall not be construed as a waiver or modification of any other condition, obligation or breach, nor shall a waiver or modification by the Company granted on one occasion be construed as applying to any other occasion. No waiver or modification shall be binding unless in writing and signed by the party waiving the condition, obligation or breach. For purposes of this Section 15, any waiver by the Company must be signed by the Chairperson of the Board of the Company.

16. Controlling Law. This General Release shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflict of laws.

17. Jurisdiction. The Executive and the Company hereby agree that the New York State Supreme Court and the United States District Court for the Southern District of New York shall have the exclusive jurisdiction to consider any matters related to this General Release, including without limitation any claim for violation of this General Release. With respect to any such court action, the Executive (i) submits to the jurisdiction of such courts, (ii) consents to service of process, and (iii) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or venue.

18. Entire Agreement. This General Release, together with the Stock and Option Agreements, Insider Trading Policy and the surviving provisions of the Employment Agreement, constitutes and contains the complete understanding of the Executive and the Company with respect to the subject matter addressed in this General Release, and supersedes and replaces all prior negotiations and all agreements, whether written or oral, concerning the subject matter of this General Release. This is an integrated document.

19. Severability; Injunctive Relief. If any portion or provision of this General Release shall to any extent be declared illegal or unenforceable by a court or arbitrator of competent jurisdiction, then the remainder of this General Release, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this General Release shall be valid and enforceable to the fullest extent permitted by law. In the event that any portion or provision of this General Release is determined by a court or arbitrator of competent jurisdiction to be unenforceable by reason of excessive scope as to geographic, temporal or functional coverage, such provision will be deemed to extend only over the maximum geographic, temporal and functional scope as to which it may be enforceable. Executive agrees that it would be difficult to measure any harm caused to the Company that might result from any breach by Executive of Sections 9-12 and Section 14 of this General Release, including any of the Executive’s continuing obligations set forth in the Employee Agreement, that money damages would be an inadequate remedy for any such breach and that if he breaches, or proposes to breach, any portion of such provisions the Company shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond.

20. Counterpart and Facsimile Signatures. The parties agree that facsimile or PDF signatures of this General Release shall be treated the same as an original signature and further agree that the General Release may be executed in counterparts.

21. Older Worker Benefit Protection Act Disclosure; Representations, Warranties and Signature. The Executive recognizes that as part of the Executive’s agreement to release any and all Claims against the Company and the other Company Releasees, the Executive is releasing Claims for age discrimination under the Age Discrimination in Employment Act, although the Executive has never asserted such Claims. Accordingly, under the terms of the Older Worker Benefit Protection Act, the Executive has a right to reflect upon this General Release for a period of up to twenty-one (21) days before executing it (the “Review Period”), and the Executive has an additional period of seven (7) days after executing this General Release to revoke it (the “Revocation Period”). If the Executive elects to revoke this General Release, the Executive must provide written notice of such revocation to the Company (to the attention of: General Counsel, IntraLinks Holdings, Inc., 150 East 42nd Street, 8th Fl, New York, NY 10017) by no later than the end of the last day of the Revocation Period. If the last day of the Review Period and/or Revocation Period falls on a Saturday, Sunday or holiday, then the last day of the Review Period and/or Revocation Period (as applicable) shall be deemed to be the next business day after such Saturday, Sunday or holiday. Unless properly revoked prior to the expiration of the Revocation Period, this General Release shall become effective immediately on the day after the last day of the Revocation Period (the “Effective Date”).

22. Effect of Non-Acceptance or Revocation of this General Release. The Executive agrees that if the Executive does not return a signed and dated copy of this General Release to the Company (to the attention of: General Counsel, IntraLinks Holdings, Inc., 150 East 42nd Street, 8th Fl, New York, NY 10017) by on or before the twenty-first (21st) day after the Executive’s receipt of this General Release (i.e., by the end of the Review Period) or if the Executive properly revokes this General Release prior to the end of the Revocation Period, then the provisions of this General Release shall be null and void and of no further force and effect.

23. Knowing and Voluntary Acceptance and Agreement. By the Executive’s signature below, the Executive represents and warrants: (i) that the Executive hereby is advised in writing, and that the Executive has been so advised, to consult with an attorney of the Executive’s own choosing in connection with this General Release; (ii) that the Executive has been given a reasonable amount of time to consider this General Release of not less than twenty-one (21) days; (iii) that the Executive fully understands the significance of the terms and conditions of this General Release and has discussed them with the Executive’s independent legal counsel, or has had a reasonable opportunity to have done so; (iv) that the Executive agrees to all the terms and conditions of this General Release without any coercion; (v) that the Executive is signing this General Release voluntarily and of the Executive’s own free will, with the full understanding of its legal consequences, and with the intent to be bound hereby; and (vi) that if the Executive signs this General Release during the Review Period prior to the twenty-first (21st) day thereof, the Executive is voluntarily and knowingly waiving the remainder of the Executive’s twenty-one (21) day period to review and consider this General Release.

IN WITNESS WHEREOF, the parties to this General Release, intending to be legally bound, have caused this General Release to be executed as of the date set forth above.

	EXECUTIVE		INTRALINKS HOLDINGS, INC.


By:	/s/ J. Andrew Damico J. Andrew Damico	By:	/s/ Ronald W. Hovsepian Ronald W. Hovsepian President and Chief Executive Officer

EX-10.2 3 v300998_ex10-2.htm SEPARATION AND INDEPENDENT CONTRACTOR SERVICES AGREEMENT DATED AS OF JANUARY 27, 2012

INTRALINKS HOLDINGS, INC.

SEPARATION AND INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Individual)

This Separation and Independent Contractor Services Agreement (the "Agreement") is made and entered into as of January 27, 2012 by and between IntraLinks Holdings, Inc. and/or one or more of it subsidiaries ("Company"), and David G. Curran, residing at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx ("Contractor"). Upon termination of Contractor’s employment with the Company, the Company desires to retain Contractor as an independent contractor to perform consulting services for Company and Contractor is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

1. EMPLOYMENT STATUS

(a) Effective January 27, 2012, Contractor hereby resigns from his position of Executive Vice President, Business and Legal Affairs of the Company, and as a Section 16 Officer of the Company, as well as any other officer titles or senior executive roles he currently holds with the Company or any of its subsidiaries. In addition, Contractor hereby irrevocably resigns as an employee of the Company effective as March 31, 2012 (the “Separation Date”). Company hereby acknowledges and accepts the foregoing resignations of Contractor.

(b) On the first regular payroll date following the Separation Date, the Company will pay Contractor a lump sum (less applicable taxes and withholding) equal to all accrued but unpaid salary, and accrued but unused vacation or PTO time as of the Separation Date. Company will also reimburse Contractor for all business-related expenses that he incurred prior to the Separation Date so long as such expenses are accompanied by supporting receipts and are submitted and approved in accordance with the Company’s regular practices. The Separation Date shall be the date of the “qualifying event” under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).

(c) Other than as specified herein and as otherwise required by law, Contractor affirms that any entitlement Contractor has or has had as an employee of the Company under any Company benefit plan, program contract or policy terminates as of the Separation Date.

(d) Contractor represents and warrants that he is not aware of any violation of law or Company policy by the Company or anyone acting on its behalf or of any matter required to be disclosed by or on behalf of the Company to any local, state or federal governmental agency or entity or self-regulatory agency that has not been so disclosed as required.

2. SERVICES AND COMPENSATION

(a) Contractor agrees to perform the services (the "Services") described in Exhibit A, attached hereto, for Company. Contractor shall provide the Services during the period beginning on the Separation Date and ending on January 31, 2013 (the “Work Period”) unless sooner terminated in accordance with Section 9.

(b) During the Work Period, Company agrees to pay Contractor the compensation set forth in Exhibit A for the Services. Except as noted on Exhibit A, all payments set forth in this Section 2 and on Exhibit A shall be subject to all applicable federal, state and/or local taxes, and Company may withhold from any amounts payable to Contractor (including any amounts payable pursuant to this Agreement) in order to comply with such withholding obligations.

3. CONFIDENTIALITY

(a) "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, all Work Product as defined in Section 4(a) below, research, product plans, products, services, customers, customer lists, markets, source code, algorithms, software, developments, techniques, improvements, invention (whether patentable or not), works of authorship, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Without limiting the generality of the foregoing, Confidential Information shall include the terms of this Agreement and any information relating to any Company employee, customer or supplier obtained in connection with Contractor's relationship with Company.

(b) Contractor will not, during or subsequent to the term of this Agreement, use Company's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Company or disclose Company's Confidential Information to any third party except to the extent disclosure is required by law or legal process, or to enforce Contractor’s rights under this Agreement. It is understood that said Confidential Information shall remain the sole property of Company. Contractor further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Confidential Information does not include information which: (i) is known to Contractor at the time of disclosure to Contractor by Company as evidenced by written records of Contractor, other than as a result of any prior services rendered by Contractor to Company; (ii) has become publicly known and made generally available through no wrongful act of Contractor; or (iii) has been rightfully received by Contractor from a third party who, to Contractor’s knowledge, is authorized to make such disclosure. Contractor agrees that Contractor will not, during the term of this Agreement, use for or disclose to Company any proprietary information (including but not limited to any trade secret) of any former or current employer of Contractor or other person or entity to the extent such use or disclosure would violate any agreement, duty, law or regulation to which Contractor, or, to Contractor's knowledge, the Company, is subject, unless consented to in writing by such employer, person or entity. Contractor will indemnify Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, arising out of or in connection with any violation or claimed violation of any law, regulation or third party's rights resulting in whole or in part from the Company's use of information or Work Product furnished by Contractor under this Agreement.

(c) Contractor recognizes that Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Contractor agrees that Contractor owes Company and such third parties, during the term of this Agreement, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for Company consistent with Company's agreement with such third party or as required by law or legal process.

(d) Upon the termination of this Agreement, or upon Company's earlier request, Contractor will deliver to Company all of Company's property or tangible Confidential Information that Contractor may have in Contractor's possession or control.

4. OWNERSHIP

(a) Contractor agrees that all works of authorship, notes, records, drawings, designs, inventions, improvements, developments, discoveries, ideas, techniques, know-how and trade secrets, whether or not patentable, conceived, made or discovered by Contractor, solely or in collaboration with others, during the period of this Agreement which relate in any manner to the business of Company that Contractor may be directed to undertake, investigate or experiment with, or which Contractor may become associated with in work, investigation or experimentation in the line of business of Company in performing the Services hereunder (collectively, "Work Product"), are the sole property of Company. In addition, any Work Product which constitute works of authorship shall be considered "works made for hire" as that term is defined in the United States Copyright Act. Contractor further agrees to assign (or cause to be assigned) and does hereby assign fully to the Company all Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.

(b) Contractor agrees to assist Company, or its designee, at Company's expense, in every proper and reasonable way to secure Company's rights in the Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Work Product, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Contractor further agrees that Contractor's obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instrument or papers shall continue after the termination of this Agreement.

(c) Contractor agrees that if in the course of performing the Services, Contractor incorporates into any Work Product developed hereunder any invention, improvement, development, concept, discovery, work or other proprietary information owned by Contractor or in which Contractor has an interest, Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Work Product.

(d) Contractor agrees that if Company is unable because of Contractor's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Contractor's signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Work Product assigned to Company above, then Contractor hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Contractor's agent and attorney in fact, to act for and in Contractor's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by Contractor.

5. DISCLOSURE AND REPORTS

Contractor agrees that Contractor will (i) promptly disclose in writing to Company all Work Product, (ii) from time to time during the term of this Agreement or any extension thereof keep Company advised as to Contractor's progress in performing the Services hereunder, and (iii) as requested by Company, prepare written reports with respect thereto. It is understood that the time required in the preparation of such written reports shall be considered time devoted to the performance of Contractor's Services.

6. NON-SOLICITATION; NON-DISPARAGEMENT

(a) Contractor agrees that during the term of this Agreement and for one (1) year thereafter, Contractor will not encourage or solicit any employee of Company to leave the Company for any reason. Contractor also agrees not to make disparaging, critical or otherwise detrimental comments to any person or entity concerning (i) Company, its officers, directors and employees; (ii) the products, services or programs provided or to be provided by Company; (iii) the business affairs or the financial condition of Company; or (iv) the circumstances surrounding Contractor’s employment or consulting relationship with the Company. Notwithstanding the foregoing, nothing in this Agreement shall prevent Contractor from providing truthful testimony in the context of legal, investigative or related proceedings. Company recognizes that Contractor cannot control the fact that he may receive unsolicited inquiries from Company employees.

(b) Company agrees to instruct its officers, directors and senior managers not to make disparaging, critical or otherwise detrimental comments to any person or entity concerning Contractor. Subject to compliance by Contractor with his obligations under this Agreement, the Company agrees to provide Contractor with a favorable oral reference to a prospective employer or other third party. Company will direct all employer and other third party inquiries regarding Contractor’s relationship with the Company, including his prior employment relationship, to the Company’s Chief Executive Officer or General Counsel.

7. STANDARD OF PERFORMANCE

Contractor’s performance under this Agreement shall be conducted with due diligence and in full compliance with the highest professional standards of practice in the industry and all results will be Contractor’s independent work. Contractor shall comply with all applicable laws and Company safety rules in the course of performing the Services. If Contractor’s work requires a license or permit, Contractor has obtained that license or permit and it is in full force and effect.

8. CONFLICTING OBLIGATIONS

(a) Contractor certifies that Contractor has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Contractor from complying with the provisions hereof, and further certifies that Contractor will not enter into any such conflicting Agreement during the term of this Agreement.

(b) In view of Contractor's access to Company's trade secrets and proprietary know-how, Contractor further agrees, without limiting any obligations set forth in Section 3 hereof, not to provide services substantially similar to the Services to or for the benefit of any entity that competes directly with the Company for a period following the termination of this Agreement equal to (i) the number of months this Agreement was in effect or (ii) twelve (12) months, whichever is shorter.

9. TERM AND TERMINATION

(a) This Agreement will commence on the date first written above and will continue until the end of the Work Period, or until sooner terminated as provided below.

(b) Notwithstanding anything herein to the contrary, Company may terminate this Agreement upon 30 days’ prior written notice if Contractor refuses to or is unable to perform the Services (other than as a result of a medical disability) or is in breach of any material provision of this Agreement, and Contractor fails to cure such failure of performance or breach within such notice period. The parties agree to discuss any dispute giving rise to a notice of breach.

(i) that Company shall be obliged to pay, within thirty (30) days of the effective date of termination, all amounts owing to Contractor for Services completed and accepted by Company prior to the termination date and related expenses, if any, in accordance with the provisions of Section 1 (Services and Compensation) hereof; and

(ii) Sections 3, 4, 6, 8(b), 9(c), 10, 11, 12, 13 and 14 shall survive termination of this Agreement. Both Contractor and the Company agree that either of them is entitled to communicate Contractor’s obligations under this Agreement to any future or potential client or employer of Contractor, and that Contractor is entitled to communicate with his advisors and family about the terms of this Agreement.

10. SUBCONTRACTING; ASSIGNMENT

Contractor shall not subcontract or assign any obligations hereunder to any third party without the express prior written consent of the Company. Neither this Agreement, nor any right hereunder or interest herein may be assigned or transferred by Contractor without the express written consent of Company.

11. INDEPENDENT CONTRACTOR

Nothing in this Agreement shall be construed in any way to constitute Contractor as an agent, employee or representative of Company, but Contractor shall perform the Services hereunder as an independent contractor. Contractor agrees to furnish (or reimburse Company for) all tools and materials necessary to accomplish this contract, and shall incur all expenses associated with performance, except as expressly provided on Exhibit A of this Agreement. Contractor acknowledges and agrees that Contractor is obligated to report as income all compensation received by Contractor pursuant to this Agreement, and Contractor agrees to and acknowledges the obligation to pay all self-employment and other taxes that may be due thereon.

12. EQUITABLE RELIEF

Contractor agrees that it would be impossible or inadequate to measure and calculate Company's damages from any breach of the covenants set forth in Sections 3, 4, 6 or 8(b) herein. Accordingly, Contractor agrees that if Contractor breaches Sections 3, 4, 6 or 8(b), Company will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of any such provision. Contractor further agrees that no bond or other security shall be required in obtaining such equitable relief and Contractor hereby consents to the issuances of such injunction and to the ordering of such specific performance.

13. GOVERNING LAW AND LEGAL ACTIONS

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. The parties hereby consent to the jurisdiction of the state and federal courts located in Suffolk County, Massachusetts for the adjudication of any case or controversy arising under or relating to this Agreement, and each party hereby irrevocably waives any right to a jury trial in any such action or proceeding.

14. NOTICES; ENTIRE AGREEMENT

All notices under this Agreement shall be addressed to the other party at the address shown below or such other address as either party may notify the other of and shall be deemed given (i) upon delivery to the party to be notified if delivered by hand or professional courier service or confirmed fax, or (ii) three days after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. This Agreement is the entire agreement of the parties and supersedes any prior agreements between them with respect to the subject matter hereof, except that the parties agree that the terms of that certain Indemnification Agreement between Contractor and the Company entered into in September 2010 and ratified through a Board of Directors Unanimous Written Consent dated November 29, 2012 (collectively the “Indemnification Agreement”) shall remain in full force and effect pursuant to the terms thereof as shall the benefits of the Company’s Officers and Director’s Insurance policies.

15. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	COMPANY

	INTRALINKS HOLDINGS, INC.

	By: /s/ Ronald W. Hovsepian
	Name: Ronald W. Hovsepian
	Title: President and Chief Executive Officer
	150 E. 42^nd Street
	8^th Floor
	New York, NY 10017

	CONTRACTOR

	By: /s/ David G. Curran
	Name: David G. Curran
	Address: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

EXHIBIT A TO SEPARATION AND INDEPENDENT CONTRACTOR SERVICES AGREEMENT DATED JANUARY 27, 2012

SERVICES AND COMPENSATION

1. Contact. Contractor's principal Company contacts shall be the Chief Executive Officer and General Counsel.

2. Services.

(a) The services to be provided by Contractor during the Work Period shall include assisting the Company from time to time, at the request of Chief Executive Officer or the General Counsel, in any matter reasonably related to the duties previously performed by Contractor as an employee of, and legal counsel to, the Company and such other transition duties or cooperation as may be reasonably requested from time to time, including cooperating with the Company and all of its affiliates (including its and their outside counsel) in connection with the contemplation, prosecution and defense of all phases of existing, past and future litigation (collectively, the “Services”). Contractor will not be providing legal services, advice or counsel in the provision of the Services hereunder and as of the Separation Date, will no longer serve in the capacity of legal counsel to the Company. Contractor shall control the means by which he provides Services, but acknowledges and agrees that Company is retaining him to provide the Services because his skills and knowledge are exceptional and unique and, therefore, that he will provide the Services personally. The Company will provide Contractor with reasonable notice prior to requiring him to provide Services to the Company during the Work Period that involve more than an immaterial time commitment by Contractor.

(b) It is understood this is not a fixed time based engagement. It is understood Services are provided on a non-exclusive basis and Contractor may accept employment with or become engaged to provide services to other entities (subject to Section 8(b) of this Agreement). The parties will cooperate to enable Contractor to meet such other commitments in conjunction with performance of the Services. Acceptance or performance of such other commitments (provided Contractor complies with Section 8(b) of this Agreement) shall not constitute a breach of this Agreement by Contractor, nor be a basis or justification for suspension or termination of this Agreement by the Company.

3. Compensation.

(a) Company shall pay Contractor a total of $ 216,667.67 during the term of this Agreement, at a monthly rate of $21,666.67 per month for each month during the Work Period, pro rated for any partial month of the Work Period.

(b) Company shall reimburse Contractor for reasonable travel and business expenses incurred by Contractor in performing Services pursuant to this Agreement and authorized in advance in writing.

(c) Contractor shall provide Company with monthly invoices detailing the fees and expense reimbursements that Contractor believes are due under this Agreement by the 15^th of each month during the Work Period, and shall itemize and provide receipts for expenses upon request. Company agrees to pay Contractor his monthly fee and any expenses due under an invoice by no later than the 30^th day of each month..

(d) In accordance with the provisions of COBRA and subject to Contractor’s election to continue COBRA coverage for his family and continued eligibility under COBRA, the Company shall reimburse Contractor during the Work Period for premium payments to continue Contractor’s current family dental and health coverage to the same extent and under the same available plans and rules, restrictions and regulations applicable to active Company employees. Contractor will be responsible for the employee co-pay portion of such coverage and, following the termination of the Work Period, Contractor will be responsible for any and all payments for the elected period of continued health insurance coverage under COBRA.

(e) Company confirms and agrees that Contractor shall be eligible for any applicable cash bonus award that Contractor would have received had Contractor remained an employee of the Company pursuant to Company’s Senior Executive Incentive Bonus Plan for fiscal year 2011 based on fiscal 2011 performance as contemplated thereunder. Any such bonus eligibility and payment shall be made under the same rules, restrictions and regulations applicable to other participants under the Senior Executive Incentive Bonus Plan (except as modified hereby to permit Contractor’s continued participation).

(f) In accordance with the terms of the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”) and the restricted stock unit award agreement relating to the award of 50,000 restricted stock units granted by the Company to Contractor on November 8, 2010 (the “RSUs”), the Company confirms and agrees that for purposes of the RSUs the term “employment” shall include Contractor’s Contractor relationship, such that the RSUs shall continue to vest until the termination of the Work Period. In addition, subject to compliance by Contractor of the terms and conditions contained in this Agreement (including the Release attached as Exhibit B hereto), the Company will accelerate the vesting of the entire then-remaining unvested portion of the RSUs as of January 31, 2013 so that all 50,000 RSUs shall have vested as of that date. Contractor agrees to execute, acknowledge, and deliver to Company all such documents and agreements reasonably necessary, in Company’s discretion, to enable Company to accomplish the objectives described in this Section 3(f). Contractor acknowledges and agrees that all of his equity awards issued under the Plan other than the RSUs that are not vested as of the Separation Date shall lapse on that date and will not be releasable or exercisable. The release of any exercise of any stock options shall be subject to the terms of the Plan.

(g) In the event of Contractor’s death or disability during the Work Period, the foregoing Compensation (payments, benefits, etc. set forth) payable to Contractor under this Section 3 of Exhibit A shall be made to Contractor’s spouse (or other heirs in the event of such spouse’s death).

(h) From the effective date of this Agreement until the Separation Date, Contractor shall be permitted to continue to use the leased premises located at 12 East 86^th Street, Apt. 329, New York, NY 10020. During this period and following the Separation Date, the Company shall make timely payment of all rental and related expenses due under the lease in connection with the leased premises through the end of the lease term. Contractor shall be permitted to remove his personal effects from the leased premises including without limitation, art work, clothes, television and small electrical appliances.

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EXHIBIT B TO SEPARATION AND INDEPENDENT CONTRACTOR SERVICES AGREEMENT DATED JANUARY 27, 2012

Release

WHEREAS, Employee was an employee-at-will;

WHEREAS, the Company and Employee have agreed to amicably resolve all issues arising out of their employment relationship, including agreeing to payment of additional consideration, as set forth below; and

WHEREAS, Employee, in consideration of the Separation and Independent Contractor Services Agreement between the Company and the Employee dated January 27, 2012 (the “Agreement”) and the payments made and to be made thereunder, has agreed to release and forever discharge the Company from any and all liabilities, claims or obligations arising from the employment relationship.

NOW, THEREFORE, in consideration of the covenants contained herein, and the promises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Employee acknowledges that Employee’s employment terminated effective March 31, 2012.

Nothing in this Release shall be construed to prevent Employee from filing a charge with, or participating in an investigation conducted by any governmental agency, including, without limitation, the United States Equal Employment Opportunity Commission (EEOC), or applicable state/city fair employment practices agency, to the extent required or permitted by law. Nevertheless, Employee gives up the right to receive any relief whatsoever, including but not limited to financial benefit or monetary recovery from any lawsuit filed or settlement reached by the EEOC or anyone else with respect to any claims released and waived in this Agreement.

Notwithstanding paragraph 5, Employee understands and agrees that by signing this Release, Employee is not releasing claims that relate to: (i) any claims arising after the date Employee signs this Agreement; (ii) any claims for enforcement of the Agreement, the Indemnification Agreement and Board Consent (as defined in Section 14 of the Agreement, hereafter collectively the “Indemnification Agreement” ) or this Release; (iii) any rights or claims to workers’ compensation or unemployment benefits; (iv) claims for accrued, vested benefits under any employee benefit plan of the Company in accordance with the terms of such plans and applicable law; (v) any claims or rights which cannot be waived by law and/or (vi) any continuing rights for indemnification under the Company’s charter or bylaws in effect as of the date hereof or under the Indemnification Agreement.

For good and valuable consideration including but not limited to the opportunity to enter into the Agreement and this Release, Employee, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby voluntarily and unconditionally releases and waives his rights to pursue any and all legal claims, rights, debts, liabilities, demands, causes of action, obligations, complaints, grievances, losses, covenants, contracts, agreements, promises, damages, lawsuits or administrative proceedings in United States federal or state courts or administrative agencies, known or unknown, suspected or unsuspected, arising from the beginning of the world through the date of this Release agreement, against the Company, its employee benefits plans, parent, subsidiary or affiliated companies, and/or their respective present or former directors, officers, employees, agents and fiduciaries, including, without limitation, any claims, lawsuits or administrative proceedings arising out of or in any way relating to the Employee's employment with the Company, termination or resignation from such employment. This Release and waiver shall include, but is not limited to, any and all claims of unlawful employment discrimination in regard to citizenship, immigration status, national origin, gender, sexual orientation, religion, race, physical or mental disability, marital status or age, whether such claims may be brought pursuant to state or local law or the federal equal employment, fair employment, civil or human rights laws, codes, ordinances, or the laws of the United States, including, but not limited to, the Americans With Disabilities Act, the Worker Adjustment and Restraining Notification Act, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, Title VII of the Civil Rights Act, as amended, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act, as amended, New York's Executive Laws, New York’s Labor Laws, New York City Human Rights Laws, the California Fair Employment and Housing Act, any provisions of the California Labor Code pertaining to hours of work or the payment of wages, including (but not limited to) California Labor Code sections 200-272, 500-558, 1171-1205, any Wage Orders promulgated by the California Industrial Welfare Commission, and any and all claims arising out of his employment or lack of employment with the Company. This Release and waiver shall further include, but not be limited to, all claims under local, state and federal law, including, but not limited to, wrongful employment termination, breach of express or implied contract of employment, defamation, intentional infliction of emotional distress, negligent infliction of emotional distress, express or implied tort, invasion of privacy, retaliation, breach of the covenant of good faith and fair dealing, or any other tort or contract claim, or other claims for punitive or compensatory damages relating in any manner whatsoever to Employee’s employment or lack of employment with the Company.

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With respect to any claim of age discrimination brought pursuant to the ADEA, it is expressly understood that Employee is hereby waiving rights or claims under this Act in a “knowing and voluntary” manner, in accordance with the meaning of those terms as set forth in 29 U.S.C. §626(f)(1). In connection therewith, Employee, by signing this Agreement, hereby acknowledges and represents that:

She/he has been advised that she/he has the opportunity to consult with an attorney in connection with the execution of this Agreement, and that she/he has a period of up to twenty one (21) days in which to consider this Agreement, including his waiver of statutory rights for age discrimination under this Agreement; and

in accordance with the provisions of 29 U.S.C. §626(f)(1), she/he shall have a period of seven (7) days following the execution of this Agreement in which to revoke this Agreement by providing written notice of such revocation by hand or overnight courier service (e.g. FedEx, UPS) delivery to:

IntraLinks Holdings, Inc.

150 East 42^nd St., 8^th Fl

New York, NY 10017

Attention: Human Resources

In further consideration of the Company’s willingness to pay amounts provided for in the Agreement and this Release to which Employee is not otherwise entitled, Employee hereby agrees:

Not to allege that the ending of Employee’s employment relationship with the Company suggests any violation of law or Company policy;

Not to engage in actions contrary to the interests of the Company except: (i) to enforce the terms of the Agreement, the Indemnification Agreement or this Release; (ii) pursue any rights to indemnification under the Company’s charter or bylaws in effect as of the date hereof or the Indemnification Agreement; or (iii) to the extent required by law; provided, however, that if Employee receives a subpoena or similar demand relating in any way to the Company, Employee shall promptly notify the Company so that the Company shall have the ability to seek an appropriate protective order prior to Employee making any disclosure in response to such subpoena or demand;

-4-

Except as necessary or appropriate in connection with performing Services under the Agreement, not to remove from the custody of the Company, any documents, facsimiles, computer tapes, disks or printouts, or other written or electronically-produced information of a confidential nature;

To return to the Company any Company property in the Employee’s possession or otherwise given to Employee for his use, including but not limited to, credit cards, keys, identification badges, Company property, assets, manuals, notes, reports, agreements of any kind or nature belonging to or pertaining to the Company, except that Employee may retain his Company laptop and iPhone provided all Confidential Information (as defined in the Agreement) has been removed from such devices, following expiration of the Agreement;

To pay in full any outstanding balance on any corporate credit card issued to Employee; and

To give to the Company all passwords/encryption keys for Company-related files which are password protected/encrypted.

The Employee represents and warrants that he : (i) is not aware of any violation of law or Company policy by the Company or anyone acting on its behalf; (ii) is not aware of any matter required to be disclosed by or on behalf of the Company to any local, state or federal governmental agency or entity or self-regulatory agency (each, a “Regulatory Entity”), including but not limited to the U.S. Department of Labor, New York Department of Labor and/or the California Division of Labor Standards Enforcement, California Department of Fair Employment and Housing, the U.S. Securities and Exchange Commission, the New York Stock Exchange or the Equal Employment Opportunity Commission, that has not been so disclosed as required; or (iii) has not made or filed any complaint, charge, or grievance against the Company with any Regulatory Entity.

This Release covers and includes all claims that the Employee has against the Company, whether actually known or not, despite the fact that California Civil Code Section 1542 may provide otherwise. Each party expressly waives all rights and benefits available to him / it in any capacity under the provisions of Section 1542, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known must materially affect the settlement with the debtor.

Employee affirms that, in making this Release, he is not relying on, and has not relied on, any representation or statement by the Company or its attorneys with respect to any facts surrounding the termination of his employment or rights he may have or assert in connection therewith. The Employee fully understands and warrants that, if any fact on which he relied in executing this Release be found thereafter to be other than, or different from, the facts now believed by him to be true, Employee expressly accepts and assumes the risk of such possible difference in fact and acknowledges that this Release shall be and remains effective notwithstanding any such difference in fact.

10.

In the event Employee so notifies the Company in writing of his decision to revoke this Release within the Revocation Period, he will waive and forfeit any entitlement to the amounts identified in the Agreement, and the Company shall have no further obligation to make said payments to Employee. Both parties understand that Employee’s decision to terminate this Release operates to terminate Employee’s employment effective as of January __, 2012.

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11.

This Release shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, administrators, executors, representatives, successors, and assigns. Employee represents and warrants that no person other than Employee has any interest or right in the matters referred to herein, that Employee has the sole right and exclusive authority to execute this Release , and that Employee has not sold, assigned, transferred, conveyed, or otherwise disposed of any claim or demand relating to any matter covered by this Release .

12.

Should any of the provisions set forth herein be determined to be invalid by any court, agency or any other tribunal of competent jurisdiction, such determination shall not affect the enforceability of the other provisions herein and, to this end, the provisions of this Release are declared to be severable.

13.

No other consideration has or will be furnished or paid other than the consideration herein recited. Employee acknowledges and agrees that the payments set forth in the Agreement: (i) are in lieu of any termination benefits that Employee may have been entitled to under the IntraLinks, Inc. Senior Executive Severance Plan or other agreement, policy or plan of the Company in connection with the termination of his employment with the Company; (ii) represent payments to which Employee would not otherwise be entitled to but for his agreement to and execution of the Agreement and this Release; and (iii) exceed any payment, benefit, or other thing of value to which the Employee might otherwise be entitled under any policy, procedure or plan of the Company and/or any other agreement between Employee and the Company in connection with the termination of his employment with the Company.

14.

Employee and Company agree that this Release may be executed in multiple counterparts, including a facsimile copy, and that it is the intent of Employee and Company that a copy of this Release signed by either Employee or Company shall be deemed to constitute an original, and shall be fully enforceable against such party.

15.

The Agreement and Release embody the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and, with exception to the promises, agreements, and covenants referenced in paragraph 16, no promise, condition, representation or warranty, express or implied, not set forth herein shall bind any party hereto. No provision of this Release may be modified, waived or discharged, unless such modification or discharge is agreed to in a written document signed by both parties to this Release. No waiver by either party hereto of any breach by the other party of any provision of this Release shall be deemed a waiver of similar or dissimilar provisions at the same or at any prior or subsequent time. No such waiver by the Company shall be effective unless it shall be set forth in writing and signed by the Chief Executive Officer of the Company.

16.

Notwithstanding any provision hereof to the contrary, nothing in this Release shall supersede, cancel, or otherwise affect any provisions of any confidentiality, non-competition and/or non-solicitation agreement and restrictive covenants in effect between the Employee and the Company which survive the termination of Employee’s employment with Company. Employee further acknowledges the Company is and shall remain the sole owner of all rights, title, and ownership, intellectual property, and other interests in and to any and all inventions, original works of authorship, developments, discoveries, improvements, derivative works, algorithms, file layouts, formulas, computer programs, source or object code, compositions, trade secrets, designs, processes, techniques, know-how and data, innovations and ideas, whether or not patentable, including, but not limited to, information regarding products, procedures, methods, equipment, compositions, technology, formulas, research and development programs, sales methods, cost of production and overhead, customer lists, customer usages and requirements, and other confidential technical or business information, which Employee has solely or jointly conceived or developed or reduced to practice within the scope of his employment with the Company. Employee acknowledges that all original works of authorship which have been made by him (solely or jointly with others) within the scope of employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act of 1976, as amended.

17.

The interpretation, construction and performance of this Release shall be governed by the laws of the State of New York, without giving effect to the choice of law provisions of such jurisdiction. New York courts shall be the forum for resolving any dispute relating to or arising under this Agreement. The Employee irrevocably submits to the exclusive jurisdiction of the federal and state courts for the State of New York for purposes of any action, suit, or other proceeding arising out of or relating to this Release .

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DO NOT SIGN UNTIL CLOSE OF BUSINESS ON MARCH 31, 2012.

	EMPLOYEE:

	____________________________________	Date: _______________________
	David G. Curran

	IntraLinks Holdings, Inc.

	By: _________________________________	Date: _______________________

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EX-10.3 4 v300998_ex10-3.htm EMPLOYMENT AGREEMENT DATED AS OF JANUARY 27, 2012

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of January 27, 2012 (the “Effective Date”), by and between IntraLinks Holdings, Inc., a Delaware corporation with its principal place of business at New York, New York (hereinafter referred to as the “Company”), and Scott Semel, residing in XXXXXXXXXXXXXXXXXX (hereinafter referred to as “Executive”).

WHEREAS, the Company desires to employ Executive as Executive Vice President and General Counsel, subject to the terms and conditions of this agreement (this “Agreement”).

NOW, THEREFORE, in consideration of the promises and covenants herein, the parties agree as follows:

1. Employment

Executive accepts employment with the Company on the Effective Date in accordance with the terms and conditions of this Agreement. Executive is and will be an employee at will, which means that either Executive or the Company may terminate the employment relationship at any time, with or without “Cause”, as defined below, or notice, subject to the provisions of Sections 4 and 5 of this Agreement.

2. Duties

2.1 Executive shall, during the term of his employment with the Company, perform the duties of Executive Vice President and General Counsel and shall perform such other duties as shall be specified and designated from time to time by the Chief Executive Officer (the “CEO”) or his successor or designee. Executive shall devote his full business time and effort to the performance of his duties hereunder. Executive shall report to the CEO or such other senior officer of the Company (without resulting in substantial diminution of Executive’s duties) as the CEO or the Company’s board of directors (the “Board of Directors”) shall designate from time to time. Notwithstanding the foregoing, Executive may (a) serve on the boards of the Disability Law Center and the New England Center for the Performing Arts, the Thoracic Oncology Visiting Committee of the Dana Farber Cancer Institute, and the Overseers Committee of Brigham and Women’s Hospital, so long as such service does not materially interfere with Executive’s performance of his duties to the Company as provided in this Agreement, and (b) engage in or serve such civic, community, charitable, educational, religious or non-profit organizations and boards as he may select so long as such service does not materially interfere with Executive’s performance of his duties to the Company as provided in this Agreement.

2.2 Executive’s employment hereunder shall be subject to the rules and regulations of the Company involving the general conduct of business of the Company in force from time to time and applicable to senior executives of the Company.

2.3 The parties hereto understand and acknowledge that the Company’s headquarters are located in New York, NY. Notwithstanding the foregoing, the Company agrees that Executive’s principal work location shall be at the Company’s offices located in Charlestown, MA (the “Executive’s Office Location”); provided that, the Executive may be required to travel to other locations in the ordinary course of business or as directed by the Board of Directors.

3. Compensation

3.1 Salary. The Company shall pay Executive an annualized salary of $280,000 (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives. Executive’s performance and Annual Salary shall be reviewed annually in accordance with the Company’s policy and his Annual Salary may be adjusted upward (but not downward) in the sole discretion of the Compensation Committee of the Board of Directors (the “Compensation Committee”).

3.2 Bonus. Executive shall be eligible to receive an annual bonus (with a target “at plan” amount equal to 50% of the amount of Annual Salary actually paid or accrued during the calendar year) (the “Target Bonus”), the criteria for, exact amount and award of said Target Bonus to be determined in the discretion of the Compensation Committee; provided that, the Company may award a bonus less than or in excess of the Target Bonus depending on the levels at which bonus plan targets are achieved. Bonuses payable to Executive pursuant to this Section 3.2 shall be paid to Executive at the same time such bonuses are paid to the most senior executive officers of the Company, but in no event later than March 15^th of the calendar year immediately following the calendar year in which it was earned. Except as set forth in Sections 4 and 5.3 hereof, Executive shall be eligible to receive any such bonus if Executive is actively employed by the Company on the date bonuses, if any, are paid and Executive has not given notice of resignation or been given notice of termination by the Company for “Cause,” as defined in this Agreement, on or prior to that date.

3.3 Equity Grant. Subject to approval by the Compensation Committee, Executive will be granted an option (the “Option”) to purchase 90,000 shares of the Company’s common stock (“Common Stock”) and a grant of 45,000 restricted stock units (the “RSU Grant”). The exercise price per share of the Option will be equal to the closing trading price of the Common Stock on the New York Stock Exchange on the date that the option is granted. The Option and RSU Grant will be subject to the terms and conditions applicable to options and restricted stock units granted under the Company’s 2010 Equity Incentive Plan (the “Plan”), as described therein and the applicable award agreement.

3.4 Benefits. Executive shall be eligible to participate in the Company’s employee benefits plans, subject to the terms and conditions of the applicable plan documents, and subject to the Company’s right to amend, terminate, increase costs and/or take other similar action with respect to any or all of its benefit plans, as with all other plans and programs of the Company.

3.5 Expenses. The Company shall pay or reimburse Executive for all reasonable out-of-pocket expenses actually incurred by Executive in the performance of Executive’s services under this Agreement, in accordance with the Company’s expense reimbursement policies in effect from time to time (including timely submission of proof of such expenses (including, in the case of reimbursements, proof of payment) in such form as the Company may require). If an expense reimbursement is not exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the following rules apply: (i) in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred; (ii) the amount of reimbursable expenses incurred in one tax year shall not affect the expenses eligible for reimbursement in any other tax year; and (iii) the right to reimbursement for expenses is not subject to liquidation or exchange for any other benefit.

3.6 Vacation. Executive shall be entitled to 24 vacation and personal days per full calendar year of his employment.

3.7 Delivery of Compensation. In the event of Executive’s death, any accrued but unpaid payments by the Company hereunder shall be made to the executors or administrators of Executive’s estate against the delivery of such tax waivers, proper letters testamentary and other documents as the Company may reasonably request.

4. Termination upon Death or Disability

This Agreement and the Executive’s employment shall terminate upon Executive’s death. If Executive becomes disabled, the Company may terminate this Agreement and Executive’s employment by written notice to Executive. For purposes hereof, “disability” shall be defined to mean Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for a period of ninety (90) consecutive days from the date of such disability as determined by an approved medical doctor selected by the mutual agreement of the parties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. Upon death or termination of employment by virtue of disability, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary earned and accrued under this Agreement prior to the effective date of termination; (ii) earned, accrued and vested benefits and paid time off, subject to the terms of the plans applicable thereto; (iii) pro-rated bonus determined in accordance with the provisions of Section 5.3(c); and (iv) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. The pro-rated bonus shall be paid to Executive (or Executive’s estate or beneficiaries in the case of the death of the Executive) at such time when the Company pays bonuses to its senior executives. This Agreement shall otherwise terminate upon the effective date of the termination of employment and Executive shall have no further rights hereunder.

5. Other Terminations of Employment

5.1 Termination for Cause. The Company may terminate this Agreement and Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by Executive of any felony involving deceit, dishonesty or fraud, or any conduct by Executive that would reasonably be expected to result in material economic injury or reputational harm to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) willful and continued non-performance by Executive of his duties hereunder (other than by reason of Executive’s physical or mental illness, incapacity or disability); (iv) a breach by Executive of any of the provisions contained in Section 7 of this Agreement; (v) a material violation by Executive of the Company’s material written employment policies, where such violations results in material harm to the Company; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Board of Directors to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; provided that, with respect to subsections (iii) and (v) above, Cause will only be deemed to occur after written notice to Executive describing in reasonably specific detail the events/actions giving rise to the Cause determination, and the failure by Executive to cure such events/actions giving rise to the Cause determination within thirty (30) days following such written notice. Notwithstanding any other provision of this Agreement, if the Company terminates Executive’s employment in accordance with the terms of this Section 5.1 for Cause, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (w) Annual Salary earned and accrued under this Agreement prior to the effective date of termination; (x) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto (and any applicable laws and regulations); and (y) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. This Agreement shall otherwise terminate upon the effective date of the termination of employment and Executive shall have no further rights hereunder.

5.2 Termination by Executive. Notwithstanding any other provision of this Agreement, if Executive terminates this Agreement and his employment under this Section 5.2, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary earned and accrued under this Agreement prior to the effective date of termination; (ii) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto (and any applicable laws and/or regulations); and (iii) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. This Agreement shall otherwise terminate upon the effective date of the termination of employment and Executive shall have no further rights hereunder. Executive shall endeavor to provide thirty (30) days’ prior written notice to the Company if he terminates his employment under this Section 5.2.

5.3 Termination by the Company Without Cause. The Company may terminate this Agreement and Executive’s employment at any time for any reason. If this Agreement and Executive’s employment with the Company is terminated pursuant to this Section 5.3 for reasons other than Cause, Executive’s death or disability, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than:

(a) Annual Salary earned and accrued under this Agreement prior to the effective date of termination and any earned but unpaid bonus;

(b) an additional six (6) months of Annual Salary at the rate in effect at termination payable in the form of salary continuation, subject to applicable withholding taxes; and

(c) an amount equal to the bonus that Executive would have received for the year of termination if Executive had remained employed throughout the calendar year, with such amount to be determined at the end of the calendar year based on the levels at which the bonus plan targets are achieved, multiplied by a fraction, the numerator of which being the number of calendar days Executive is employed in the calendar year of termination and the denominator of which being 365:

(d) payment of the premiums for Executive’s group health insurance coverage pursuant to COBRA, if eligible and elected, for a period of six (6) months, or until such sooner date that Executive begins employment with another employer; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder of any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer;

(e) accelerated vesting of Executive’s equity awards with service vesting through the next six (6) months;

(f) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto; and

(g) reimbursement under this Agreement for expenses incurred prior to the effective date of termination.

The amounts due under Sections 5.3(b) and (c) shall not be paid or given unless Executive executes a customary agreement releasing all claims against the Company (in the form attached hereto as Exhibit A) (the “Release Agreement”) and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s employment becomes effective. The Annual Salary due under this Section 5.3(b) (the “Severance”) shall commence to be paid to Executive on the first Company payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that: (x) if the 60-day period in which the Release Agreement is required to become effective and enforceable begins in one calendar year and ends in the following calendar year, the Severance shall be paid in the second calendar year; and (y) in all events, subject to the effectiveness of the Release Agreement, the Severance shall be paid prior to March 15 of the year following the year in which the termination of Executive’s employment becomes effective. The pro-rated bonus due under Section 5.3(c) shall be paid to Executive at such time when the Company pays bonuses to its senior executives, but in no event earlier than the date provided in the preceding sentence. The Company shall pay the premiums due under Section 5.3(d) each month at the time the Company normally pays the insurer of the Company’s group health insurer on behalf of its remaining employees.

5.4 Change in Control.

(a) Executive shall be fully eligible to participate and receive benefits and payments under the terms of the Company’s Senior Executive Severance Plan (the “Severance Plan”); provided that, to the extent the Company modifies the Severance Plan or adopts a similar plan or policy that provider greater severance benefits and/or payments to the Company’s senior executives, Executive shall be fully entitled to participate in such modified Severance Plan or newly adopted plan or policy.

(b) In addition, the applicable award agreements for the Option and RSU Grant shall provide that upon a Sale Event (as defined in the Plan), Executive shall receive 100% accelerated vesting of any unvested shares under the Option and RSU Grant, with such vesting to occur immediately prior to the closing of the Sale Event.

5.5 Additional Limitation.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:

(i) If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (A) the Excise Tax and (B) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance Payments shall be reduced in the following order: (A) cash payments not subject to Section 409A of the Code; (B) cash payments subject to Section 409A of the Code; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(ii) Except in the circumstances set forth in (i), Executive shall be entitled to receive his full Severance Payments.

(b) For the purposes of this Section 5.5, “Threshold Amount” shall mean three times Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by Executive with respect to such excise tax.

(c) The determination as to which of the alternative provisions of Section 5.5(a) shall apply to Executive shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or Executive. For purposes of determining which of the alternative provisions of Section 5.5(a) shall apply, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

6. Covenants of Executive.

6.1 Non-Competition; Non-Solicitation. As a material inducement to the Company to enter into this Agreement, Executive hereby expressly agrees to be bound by the following covenants, terms and conditions. Executive hereby agrees that he will have access to trade secrets, proprietary and confidential information relating to the Company and its affiliates and their respective clients, including but not limited to, marketing data, financial information, client and prospect lists (including without limitation, computer- and web-based compilations (including but not limited to salesforce.com or other CRM system data) maintained by the Company or its affiliates or Executive), and details of programs and methods, potential and actual acquisitions, divestitures and joint ventures, pricing policies, strategies, terms of service, business and product plans, cost information and software, in each case of the Company, its affiliates and/or their respective clients. Accordingly, Executive voluntarily enters into the following covenants to provide the Company with reasonable protection of those interests:

(a) Executive agrees that during the term of his employment with the Company and for a period of one year thereafter, Executive shall not, alone or as an employee, officer, director, agent, shareholder (other than an owner of 2% or less of the outstanding shares of any publicly-traded company), consultant, partner, member, owner or in any other capacity, directly or indirectly:

(i) engage in any Competitive Activity (as defined below) within or with respect to any location in the United States or abroad in which Executive performed or directed his services (including but not limited to sales and customer support calls, whether conducted in person, by telephone or online) at any time during the 12-month period immediately preceding the termination of Executive’s employment for any reason (the “Territories”), or assist any other person or organization in engaging in, or preparing to engage in, any Competitive Activity in such Territories;

(ii) solicit or provide services to any Clients, as defined below, of the Company and/or any of its affiliates, on his own behalf or on behalf of any third party, in furtherance of any Competitive Activity. For purposes of this Section 6, “Client” shall mean any then-current customer of the Company, former customer of the Company (who was a customer of the Company within the 12-month period immediately preceding the termination of Executive’s employment hereunder);

(iii) encourage, participate in or solicit any employee or consultant of the Company and/or any affiliate to engage in Competitive Activity or to accept employment with any third party, whether or not engaged in Competitive Activity. This subsection (iii) shall be limited to employees and consultants who: (A) are current employees or consultants; or (B) left the employment of the Company or whose provision of services to the Company terminated within the 12-month period prior to Executive’s termination of employment with the Company for any reason; and

(iv) for purposes of this Agreement, “Competitive Activity” shall mean any offering, sale, licensing or provision by any entity of any software, application service or system, in direct competition with the Company’s offerings and including electronic or digital document repositories for inter-enterprise exchanges designed to facilitate transactional due diligence, mergers, acquisitions, divestitures, financings, investments, investor relations, research and development, clinical trials or other business processes for which the Company’s products or services are or have been used during the 12-month period preceding termination of Executive’s employment for any reason.

(b) Executive agrees that the foregoing restrictions are reasonable and justified in light of: (i) the nature of the Company’s business and customers; (ii) the confidential and proprietary information to which Executive has had and will have exposure and access during the course of his employment with the Company; and (iii) the need for the adequate protection of the business and the goodwill of the Company. In the event any restriction in this Section 6 is deemed to be invalid or unenforceable by any court of competent jurisdiction, Executive agrees to the reduction of said restriction to such period or scope that such court deems reasonable and enforceable.

(c) Executive acknowledges and agrees that any breach of this Section 6 shall cause the Company immediate, substantial and irreparable harm and therefore, in the event of any such breach, Executive agrees that, without prejudice to any other remedies which may be available to the Company, and the Company shall have the right to seek specific performance and injunctive relief, without the need to post a bond or other security.

(d) Without in any way limiting the provisions of this Section 6, Executive further acknowledges and agrees that the provisions of this Section 6 shall remain applicable in accordance with their terms after the date of termination of Executive’s employment, regardless of whether Executive’s termination or cessation of employment is voluntary or involuntary.

6.2 Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.2 by Executive.

6.3 Rights and Remedies upon Breach. Executive acknowledges and agrees that his breach of any provision of this Section 6 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages do not provide an adequate remedy. Therefore, if Executive breaches or threatens to commit a breach of any Restrictive Covenant, the Company shall have the following rights and remedies (in accordance with applicable law and upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights an remedies shall be independent of the other and severally enforceable, and all of which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(a) to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having jurisdiction, including, without limitation, the right to seek an entry against Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants;

(b) to require Executive to forfeit his right to receive the balance of any compensation due him which is not yet earned and accrued under this Agreement (whether it be in the form of Annual Salary, expenses or paid time off); and

In addition, without limiting the Company’s remedies for any breach by Executive of the Restrictive Covenants, except as required by law, if (i) the Company files a civil action against Executive based on his alleged breach of the Restrictive Covenants, and (ii) the Company obtains preliminary injunctive relief enjoining the Executive from breaching any of the Restrictive Covenants, or a court of competent jurisdiction issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has breached any of the Restrictive Covenants, then the Executive shall promptly repay to the Company any such payments he previously received pursuant to Sections 5.3(b) and (c) above and the Company will have no obligation to pay any of the amounts that remain payable by the Company under Sections 5.3(b) and (c). If, however, a court of competent jurisdiction either denies the Company’s motion, request or application for preliminary injunctive relief or issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has not breached any of the Restrictive Covenants, then Executive shall not be obligated to repay, and the Company shall not be entitled to recoup, any of the payments made to the Executive pursuant to Sections 5.3(b) and (c).

6.4 Definition of the Company. For this Section 6, the “Company” shall include all of the Company’s parents, subsidiaries, and affiliates and their respective successors and assigns, and “affiliate” shall mean any entity that, directly of indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Company. As used in this Section 6.4, “control” shall mean the possession, directly or indirectly, of the powers to direct or cause the direction of the management and policies of such entity, whether though the ownership of voting securities, by contract or otherwise.

7. Section 409A of the Code.

(a) The Severance payable to Executive under Sections 5.3 of this Agreement are intended to be exempt from the coverage of Section 409A of the Code because the payments are made to Executive within the time periods set forth in Treas. Reg. §1.409A-1(a)(4) and each installment payment is intended to be a separate payment for purposes of Treas. Reg. §1.409A-2(b)(2)(iii). To the extent that any payment or benefit due to Executive under this Agreement provides for the payment of non-qualified deferred compensation benefits in connection with a termination of the Executive’s employment (regardless of the reason for such termination), however, such termination of the Executive’s employment triggering payment of benefits under the terms of this Agreement must also constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before the Company shall make payment of such benefits. To the extent that termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by him to the Company or any of its affiliates or successors at the time his employment terminates), any benefits payable under this Agreement that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(a) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay in payment of such benefits until such time as a separation from service occurs.

(b) Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Section 409A of the Code, Executive is also a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation subject to Section 409A of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after Executive’s separation from service, or (B) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(d) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e) The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

8. Other Provisions

8.1 Severability. Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement; and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined by a court of competent jurisdiction that any provision of this Agreement, including, without limitation, any Restrictive Covenant, or any part thereof, is invalid or unenforceable, the remainder of the Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid provisions. The parties hereto will substitute for the invalid or unenforceable provision a new, mutually acceptable, valid and enforceable provision of like economic effect.

8.2 Blue Penciling. If any court determines that any covenant in this Agreement, including, without limitation, any Restrictive Covenant or any part thereof, is unenforceable because of the duration or geographical scope of such provision, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

8.3 Indemnification. Executive shall be entitled to indemnification as provided in the Company’s certificate of incorporation and bylaws, to the fullest extent permitted under Delaware law. In addition, the Company and Executive will execute the Company’s standard indemnification agreement for senior executive and/or directors.

8.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered in person, by facsimile or electronic mail or by certified or registered mail, postage prepaid. Any such notice given by certified or registered mail shall be deemed given five days after the date of deposit in the United States mails as follows:

(i)

If to the Company:

150 East 42^nd Street, 8^th Floor
New York, NY 10017

(ii)

If to Executive, to:

XXXXXXXXXXXXX
XXXXXXXXXXX

With a copy to:

XXXXXXXXXXX

XXXXXXXXXX.

XXXXXXXXXXXXX

XXXXXXXXXXX

Any such person may by notice given in accordance with this Section to the other party designate another address or person for receipt by such person of notices hereunder.

8.5 Entire Agreement. This Agreement, along with exhibit attached hereto and the award agreements for the Option and RSU Grant referenced in Section 3.3 above, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and terminates and supersedes any and all prior agreements, understandings and representations, whether written or oral, by or between the parties hereto or their affiliates which may have related to the subject matter hereof in any way.

8.6 Waivers and Amendments. This Agreement may be amended, superseded or canceled, and the terms hereof may be waived, only by a written instrument singed by the parties or, in the case of a waiver, by the party waiving compliance. No delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise as any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

8.8 Venue. The parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in Boston, Massachusetts, for the purposes of any suit, action or other proceeding brought by any party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts.

8.9 Assignment. This Agreement, and Executive’s rights and obligations hereunder, may not be assigned by Executive without the prior written consent of the Company; any purported assignment by Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company shall assign this Agreement and its rights and obligations hereunder.

8.10 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by applicable law.

8.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

8.12 Survival. Anything in this Agreement to the contrary notwithstanding, to the extent applicable, Sections 1, 6 and 8 shall survive the termination of this Agreement for any reason.

8.13 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.14 Legal Fees. The Company shall reimburse the reasonable legal fees and expenses of Executive incurred in connection with the review and negotiation of this Agreement, not to exceed $5,000.

8.15 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

8.16 Third-Party Agreements and Rights. Executive represents to the Company that Executive’s execution of this Agreement, Executive’s employment with the Company and the performance of Executive’s proposed duties for the Company will not violate any obligations Executive may have to any previous employer or any other party. In Executive’s work for the Company, Executive will not disclose or make use of any information in violation of any agreements with or rights of any previous employer or other party, and Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any previous employment or other party.

8.17 Clawback. The bonus payments and equity grants made to Executive under this Agreement shall be subject to and shall be deemed amended hereby to ensure compliance with a policy adopted by the Company in response to any statutory or regulatory mandate requiring the repayment of compensation paid to Executive, provided, however, that unless specifically required by such statute or regulation, such policy shall not be deemed to amend this Agreement to require diminution, reduction or repayment of any compensation paid, awarded or promised to Executive under this Agreement prior to the effective date of such statute, regulation, mandate or order, including without limitation any bonus payment or equity award.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

SCOTT SEMEL		INTRALINKS HOLDINGS, INC.


/s/ Scott Semel		By:	/s/ Ronald W. Hovsepian
			Ronald W. Hovsepian President and Chief Executive Officer


Date:	January 25, 2012	Date:	January 27, 2012

Exhibit A

Form of Release Agreement

[INTRALINKS HOLDINGS, INC. LETTERHEAD]

Mr. Scott Semel

XXXXXXXXXXXXX
XXXXXXXXXXX

Dear Scott:

This release agreement (“Agreement”) is tendered to you in accordance with the terms of your January 25, 2012 Employment Agreement (the “Employment Agreement”) and confirms the agreement that we have reached regarding your separation from employment with IntraLinks Holdings, Inc. and any of its related and affiliated entities (the “Company”). The purpose of this Agreement is to establish mutually agreeable arrangements for amicably ending your employment relationship and to provide for an appropriate release of any claims by you. As you know, execution of this Agreement also is a precondition to your eligibility for severance benefits under the Employment Agreement.

It is important that this Agreement be entered into with several understandings between you and the Company. You are entering into this Agreement voluntarily. You understand that you are giving up your right to bring all possible legal claims against the Company among others, including claims relating to your employment and separation from employment.

Neither the Company nor you want your employment relationship to end with a legal dispute. You understand that by entering into this Agreement, the Company is not admitting in any way that it violated any legal obligation that it owed to you or to any other person. To the contrary, the Company’s willingness to enter into this Agreement demonstrates that it is continuing to deal with you fairly and in good faith.

With those understandings and in exchange for the promises set forth below, you and the Company agree as follows:

1. Termination

You confirm and agree that your employment with the Company terminated effective ________________ (the “Termination Date”). You also hereby resign from any and all positions, offices and directorships that you may hold with the Company and its affiliates as of the Termination Date. To the extent that the Company has not already done so, the Company shall pay to you within ten days of the termination of your employment a lump-sum amount equal to the amounts due under Sections 5.3(a), (f) and (g) of the Employment Agreement through the Termination Date.

2. Severance Benefit

Once this Agreement becomes enforceable and irrevocable, you will receive the severance package set forth in Section 5.3 of the Employment Agreement in accordance with the terms and conditions set forth therein.

3. Release of Claims

You voluntarily and irrevocably release and discharge the Company, each related or affiliated entity, employee benefit plans, and the predecessors, successors, and assigns of each of them, and each of their respective current and former officers, directors, shareholders, employees, and agents (any and all of which are referred to as “Releasees”) generally from all charges, complaints, claims, promises, agreements, causes of action, damages, and debts that relate in any manner to your employment with or services for the Company, known or unknown (“Claims”), which you have, claim to have, ever had, or ever claimed to have had against any of the Releasees through the date on which you execute this Agreement. This general release of Claims includes, without implication of limitation, all Claims related to the compensation provided to you by the Company, your decision to resign from your employment, your termination from the Company, your resignation from directorships, offices and other positions with the Company, or your activities on behalf of the Company, including, without implication of limitation, any Claims of wrongful discharge, breach of contract, breach of an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or deprivation of rights under the common law or any statute or constitutional provision (including, without implication of limitation, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and Chapter 151B of the Massachusetts General Laws). You also waive any Claim for reinstatement, damages of any nature, severance pay, attorney’s fees, or costs.

You agree that you will not hereafter pursue any Claim against any Releasee, by filing a lawsuit in any local, state or federal court for or on account of anything which has occurred up to the present time as a result of your previous employment and you shall not seek reinstatement, damages of any nature, severance pay, attorney’s fees, or costs, provided, however, that nothing in this general release shall be construed to include a release of Claims that (a) arise from the Company’s obligations under this Agreement, the Employment Agreement, any equity award/grant agreements (of whatever name or kind), and any shareholder agreements between you and the Company, (b) relate to your status as a shareholder in the Company, (c) relate to the Company’s obligation to defend and indemnify you under the terms of your indemnification agreement with the Company, the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (d) cannot be released as a matter of law. You represent you have not assigned to any third party and you have not filed with any agency or court any Claim released by this Agreement.

4. Confidential and Proprietary Information

You acknowledge your ongoing covenant under Section 6.2 of the Employment Agreement to preserve as confidential the Company’s Confidential Information as that term is defined by Section 6.2. Your covenants under Section 6 of the Employment Agreement are incorporated herein by this reference.

5. Return of Property

All documents, records, material and all copies of any of the foregoing pertaining to Confidential Information (as defined in Section 6.2 of the Employment Agreement), and all software, equipment, and other supplies, whether or not pertaining to Confidential Information, that have come into your possession or been produced by you in connection with your employment (“Property”) have been and remain the sole property of the Company and you confirm that you have returned to the Company all Property. In no event should this provision be construed to require you to return to the Company any document or other materials concerning your remuneration and benefits during your employment with the Company.

6. Litigation Cooperation

You agree to cooperate fully with the Company in the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that you were involved in or which you gained knowledge of during your employment with the Company. Your full cooperation in connection with such claims or actions shall include, without implication of limitation, being available to meet with counsel to prepare for discovery or trial and to testify truthfully as a witness when reasonably requested by the Company at reasonable times designated by the Company. You agree that you will not voluntarily disclose any information to any person or party that is adverse to the Company and that you will maintain the confidences and privileges of the Company. The Company agrees to reimburse you for any reasonable out-of-pocket expenses that you incur in connection with such cooperation, subject to reasonable documentation. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your ability to engage in gainful employment.

7. Protective Covenants

You acknowledge and affirm the ongoing validity of the protective covenants set forth in Section 6 of the Employment Agreement which covenants are incorporated herein by this reference. You acknowledge and affirm the Company’s right to seek injunctive relief as provided in Section 6 of the Employment Agreement to restrain any violations under Section 6 of the Employment Agreement.

8. Nondisparagement

You agree not to make any disparaging statements concerning the Company or any of its affiliates, subsidiaries or current or former officers, directors, shareholders, employees or agents. You further agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC or the Massachusetts Commission Against Discrimination. These nondisparagement obligations shall not in any way affect your obligation to testify truthfully in any legal proceeding.

The Company will instruct its officers and directors not to take any action or make any statement, orally or in writing, which disparages or criticizes you or that would harm your reputation.

9. Notices, Acknowledgments and Other Terms

You are advised to consult with an attorney before signing this Agreement.

This Agreement and the Employment Agreement set forth the entire agreement between you and the Company, and all previous agreements, or promises between you and the Company relating to the subject matter of this Agreement and the Employment Agreement are superseded, null, and void, with the exception of any equity grant/award agreements (of whatever name or kind), shareholder agreements, and indemnification agreements between you and the Company, the terms of which remain in full force and effect.

You acknowledge that you have been given the opportunity, if you so desired, to consider this Agreement for 21 days before executing it. If not signed by you and returned to me so that I receive it by close of business on the day next following the foregoing period, this Agreement will be invalid. In addition, if you breach any of the conditions of the Agreement within the 21-day period, the offer of this Agreement will be withdrawn and your execution of the Agreement will not be valid. In the event that you execute and return this Agreement in less than the 21-day period you have been provided, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this letter agreement for the entire period. The Company acknowledges that for a period of seven days from the date of the execution of this Agreement, you shall retain the right to revoke this Agreement by written notice that I actually receive before the end of such period, and that this Agreement shall not become effective or enforceable until the expiration of such revocation period (the “Effective Date”).

By signing this Agreement, you acknowledge that you are doing so voluntarily. You also acknowledge that you are not relying on any representations by me or any other representative of the Company concerning the meaning of any aspect of this Agreement.

This Agreement shall be binding upon each of the parties and upon their respective heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of each party and to their heirs, administrators, representatives, executors, successors, and assigns.

In the event of any dispute, this Agreement will be construed as a whole, will be interpreted in accordance with its fair meaning, and will not be construed strictly for or against either you or the Company. The law of the State of New York will govern any dispute about this Agreement, including any interpretation or enforcement of this Agreement. The jurisdiction and venue provisions set forth in Section 8.8 of the Employment Agreement will apply with respect to any dispute arising directly or indirectly out of this Agreement. In the event that any provision or portion of a provision of this Agreement shall be determined to be unenforceable, the remainder of this Agreement shall be enforced to the fullest extent possible as if such provision or portion of a provision were not included. This Agreement may be modified only by a written agreement signed by you and an authorized representative of the Company.

If you agree to these terms, please sign and date below and return this Agreement to me within the time limitation set forth above.

		Sincerely, INTRALINKS HOLDINGS, INC.


		By:
		Title:

Accepted and agreed to:



Scott Semel		Date

EX-99.1 5 v300998_ex99-1.htm PRESS RELEASE ISSUED BY THE COMPANY ON JANUARY 30, 2012

IntraLinks Appoints Scott N. Semel Executive Vice President and General Counsel

New York, NY, January 30, 2012 – IntraLinks (NYSE: IL), a leading provider of critical information exchange solutions, today announced the appointment of Scott N. Semel as the company's executive vice president, general counsel and corporate secretary effective as of January 27, 2012.

Mr. Semel joins IntraLinks after serving as senior vice president, general counsel and secretary of Novell, Inc. Previously, Mr. Semel served as chief legal officer and corporate secretary at Tele Atlas N.V., a Dutch Euronext company providing digital mapping and navigation solutions. Mr. Semel also served as vice president, general counsel and secretary of Ascential Software Corporation, a provider of enterprise data integration, and vice president, general counsel and secretary of NaviSite, Inc.

“Scott has an impressive track record in addressing the legal and business issues of publicly-traded, global software and technology companies," said Ron Hovsepian, president and CEO of IntraLinks."Having worked closely with Scott at Novell, I am confident that IntraLinks will benefit from Scott’s counsel and leadership."

Mr. Semel replaces David G. Curran, executive vice president, business and legal affairs, who stepped down as an executive of the company effective as of January 27, 2012. Mr. Curran will continue to advise the company initially as a non-executive employee through March 31, 2012 and thereafter on a consulting basis through January 31, 2013. Mr. Hovsepian added, “On behalf of IntraLinks and its board of directors, I want to personally thank Dave for his many contributions from the post-IPO period to the present. He provided valuable legal counsel and business leadership during this critical stage, laying a strong foundation for IntraLinks’ future.”

About IntraLinks

IntraLinks is a leading global provider of Software-as-a-Service solutions for securely managing content, exchanging critical business information and collaborating within and among organizations. More than one million professionals in industries including financial services, pharmaceutical, biotechnology, consumer, energy, industrial, legal, insurance, real estate and technology, as well as government agencies, have utilized IntraLinks' easy-to-use, cloud-based solutions. IntraLinks users can accelerate information-intensive business processes and workflows, meet regulatory and risk management requirements and collaborate with customers, partners and counterparties in a secure, auditable and compliant manner. Professionals at more than 800 of the Fortune 1000 companies have used IntraLinks’ solutions. For more information, visit www.intralinks.com or http://blog.intralinks.com. You can also follow IntraLinks on Twitter at http://twitter.com/intralinks and Facebook at www.facebook.com/IntraLinks.

Forward Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This press release contains express or implied forward-looking statements that are not based on historical information relating to, among other things, expectations and assumptions concerning management's forecast of financial performance, future business growth, and management's plans, objectives, and strategies. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things: the uncertainty of our future profitability; our ability to sustain positive cash flow; periodic fluctuations in our operating results; risks related to our substantial debt balances; our ability to maintain the security and integrity of our systems; our ability to increase our penetration in our principal existing markets and expand into additional markets; our dependence on the volume of financial and strategic business transactions; our dependence on customer referrals; our ability to maintain and expand our direct sales capabilities; our ability to develop and maintain strategic relationships to sell and deliver our solutions; customer renewal rates; our ability to maintain the compatibility of our services with third-party applications; competition and our ability to maintain our average sales prices; our ability to adapt to changing technologies; interruptions or delays in our service; international risks; our ability to protect our intellectual property; costs of being a public company; and risks related to changes in laws, regulations or governmental policy including tax regulations. Further information on these and other factors that could affect our financial results is contained in our public filings with the Securities and Exchange Commission (the "SEC") from time to time, including our Registration Statement on Form S-1 as amended (File No. 333-173107), which was declared effective by the SEC on April 6, 2011. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

IntraLinks undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise.