Common use of Termination Due to a Change of Control Clause in Contracts

Termination Due to a Change of Control. (a) In accordance with the Plan and the Company’s forms of equity award agreements for senior executives, in the event of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event. (b) If a Sale Event occurs and the Company, its subsidiaries or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments and benefits (the “Change in Control Severance): (i) an additional 12 months of Annual Salary at (i) the rate in effect at termination or, (ii) $150,000, payable in a lump sum; (ii) an additional 12 months of bonus payout earned out at 100% of plan (iii) a monthly cash payment equal to the monthly employer contribution the Company would have made to provide Executive group health, dental and all other insurance coverages to Executive and his family, pursuant to COBRA, if eligible and elected, for a period of 12 months, or until the expiration of the Executive’s COBRA continuation period, if earlier; 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 ocf any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; (iiii) accelerated vesting of all unvested stock options or equity awards. (c) The Change in Control Severance shall not be paid or given unless Executive executes 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 payments under Section 5.4(b)(i) and (ii) shall be paid to Executive in a lump sum on the first payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that 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 Change in Control Severance shall be paid in the second calendar year. The Company shall pay the amounts due under Section 5.4(b)(iii) each month at the time the Company normally pays the insurer of the Company’s group health insurer on behalf of its remaining employees.

Termination Due to a Change of Control. If, within the two (a2) In accordance with the Plan and the Company’s forms year period commencing on a Change of equity award agreements for senior executives, in the event Control of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event. (b) If a Sale Event occurs and the Company, (A) the Executive experiences an Involuntary Termination, or (B) the Executive terminates his employment with the Company or its subsidiaries or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment affiliates for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments compensation and benefits (listed below, subject to his compliance with the “Change in Control Severanceterms of Section 5(f): (i) an additional 12 months of Annual Salary at The Company shall pay or provide to the Executive the following payments and benefits: (iA) Any Accrued Benefits payable as soon as practical after the rate in effect at termination or, (ii) $150,000, payable in a lump sumTermination Date; (iiB) an additional 12 months of bonus payout earned out at 100% of plan (iii) a monthly cash payment A lump sum equal to the monthly employer contribution Executive’s Base Salary multiplied by the Company would have made Severance Multiple payable on the Release Effective Date or as soon thereafter as is practicable; (C) A lump sum equal to provide Executive group healththe Executive’s Target Bonus multiplied by the Severance Multiple, payable on the Release Effective Date or as soon thereafter as is practicable; (D) Continuation of medical, prescription, dental and all other insurance coverages to health care reimbursement benefits for the Benefits Continuation Period for the Executive and his family, pursuant to family through COBRA, in accordance with the applicable plans, programs or policies, if eligible any, of the Company or its successor, and electedon such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any). However, the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for a period such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of 12 monthsExecutive’s eligibility to receive coverage under another employer’s plan, or until the expiration of the Executive’s COBRA continuation period, if earlier; 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 ocf any COBRA continuation period pursuant to applicable law under this Section 5(e)(i)(D) shall immediately terminate and Executive shall notify cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months after such failure to reimburse the Company immediately upon acceptance for the greater of employment with another employer;any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of such reimbursement; and (iiii) accelerated vesting of all unvested stock options or equity awards. (cE) The Change in Control Severance shall not be paid Company (or given unless Executive executes 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 payments under Section 5.4(b)(i) and (iiTrustee) shall be paid pay to Executive in a lump sum on the first payroll date following Release Effective Date, an amount equal to the date value of the Release Agreement becomes enforceable and irrevocableCompany-sponsored outplacement program maintained by the Company immediately prior to the Change of Control, providedbased on the Executive’s management level as of the Termination Date. (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, howeverthe Company (or the Trustee) shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, that the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long term disability insurance program as of the Termination Date, the Company (or the Trustee) shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the 60 day period in annual premiums; and (H) Any benefits or rights to which the Release Agreement Executive is required to become effective and enforceable begins in one calendar year and ends in the following calendar year, the Change in Control Severance shall be paid in the second calendar year. The Company shall pay the amounts due entitled under Section 5.4(b)(iii) each month at the time the Company normally pays the insurer any of the Company’s group health insurer on behalf stock or equity plans in accordance with the terms and conditions of its remaining employeesany such plans. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in this Section 5(e)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.

Termination Due to a Change of Control. (a) In accordance with the Plan and the Company’s forms of equity award agreements for senior executives, in the event of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event. (b) If a Sale Event occurs and the Company, its subsidiaries or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments and benefits (the “Change in Control Severance): (i) an additional 12 months of Annual Salary at (i) the rate in effect at termination or, (ii) $150,000258,500, payable in a lump sum; (ii) an additional 12 months of bonus payout earned out at 100% of plan (iii) a monthly cash payment equal to the monthly employer contribution the Company would have made to provide Executive group health, dental and all other insurance coverages to Executive and his family, pursuant to COBRA, if eligible and elected, for a period of 12 months, or until the expiration of the Executive’s COBRA continuation period, if earlier; 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 ocf of any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; (iiii) accelerated vesting of all unvested stock options or equity awards. (c) The Change in Control Severance shall not be paid or given unless Executive executes 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 payments under Section 5.4(b)(i) and (ii) shall be paid to Executive in a lump sum on the first payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that 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 Change in Control Severance shall be paid in the second calendar year. The Company shall pay the amounts due under Section 5.4(b)(iii) each month at the time the Company normally pays the insurer of the Company’s group health insurer on behalf of its remaining employees.

Termination Due to a Change of Control. If, within the two (a2) In accordance with the Plan and the Company’s forms year period commencing on a Change of equity award agreements for senior executives, in the event Control of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event. (b) If a Sale Event occurs and the Company, its subsidiaries (A) the Executive experiences an Involuntary Termination, or (B) the Executive terminates his employment with the Company or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment Company Entity for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments compensation and benefits (listed below, subject to his compliance with the “Change in Control Severanceterms of Section 5(f): (i) an additional 12 months of Annual Salary at The Company shall pay or provide to the Executive the following payments and benefits: (iA) Any Accrued Benefits payable as soon as practical after the rate in effect at termination or, (ii) $150,000, payable in a lump sumTermination Date; (iiB) an additional 12 months of bonus payout earned out at 100% of plan (iii) a monthly cash A lump sum payment equal to the monthly employer contribution the Company would have made to provide Executive group health, dental and all other insurance coverages to Executive and his family, pursuant to COBRA, if eligible and elected, for a period of 12 months, or until the expiration of the Executive’s COBRA continuation period, if earlier; provided that after expiration of Base Salary multiplied by the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder ocf any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; Severance Multiple payable within sixty (iiii60) accelerated vesting of all unvested stock options or equity awards. (c) The Change in Control Severance shall not be paid or given unless Executive executes the Release Agreement and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on Termination Date; provided that, if the sixtieth (60th) day following the Termination Date falls in the calendar year following the calendar year in which the termination Termination Date occurs, payment will not be made prior to the first day of Executive’s employment becomes effective. The payments the calendar year following the calendar year in which the Termination Date occurs; provided further that, if the Executive is a Specified Employee on the Termination Date, any amounts payable under this Section 5.4(b)(i5(e)(i)(B) and (ii) in excess of the Separation Pay Limit shall be paid to the Executive in a lump sum on the first payroll date day following the date six (6) month anniversary of the Termination Date; (C) A lump sum payment equal to the Target Bonus multiplied by the Severance Multiple, payable on the Release Agreement becomes enforceable and irrevocableEffective Date or as soon thereafter as is practicable, provided, however, that if but no later than March 15 of the 60 day period calendar year following the calendar year in which the Release Agreement is required Termination Date occurs; (D) A lump sum payment equal to become effective and enforceable begins the pro-rata cash bonus for the year in one which the Termination Date occurs which shall be paid (i) when such annual bonuses are paid to non-terminated employees (or, if later, upon the satisfaction of all conditions for the payment of benefits hereunder, but in no event shall such payment occur later than March 15 of the calendar year following the year in which the Termination Date occurs) and ends (ii) based on the actual attainment of the performance goals under the annual bonus plan for the year in which the Termination Date occurs; (E) If the Executive continues to receive health benefits (including, medical, prescription, dental, vision and health care reimbursement account benefits) pursuant to the Company’s health plans under COBRA and pays the full COBRA premiums, the Company will reimburse the Executive for the COBRA premiums paid for such benefits for the Executive and his family through COBRA (with the exception of any COBRA premiums paid for health care reimbursement account benefits), for the Benefits Continuation Period, in accordance with the applicable plans, programs or policies, if any, of the Company or its successor, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any); provided that the Executive may continue to receive health benefits pursuant to the Company’s health plans during a period of time in the Benefits Continuation Period during which the Executive would not otherwise be entitled to COBRA continuation coverage under Section 4980B of the Code if the Executive continues to pay premiums for such health benefits, and the Executive shall receive reimbursement for all premiums paid by the Executive for such continued health benefits on the date no later than December 31 of the calendar year immediately following the calendar yearyear in which the applicable expenses have been incurred. If the Executive fails to accept available coverage from another employer or fails to notify the Company (or the Trustee) within thirty (30) days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s reimbursements under this Section 5(e)(i)(E) shall immediately terminate and the Executive shall cease to be entitled to any such reimbursements under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the reimbursements paid to the Executive after such failure. In addition, the Executive agrees that the Company may offset against such reimbursement or deduct such reimbursement from any payments due to the Executive in full or partial payment of such reimbursement; provided that, no such offset shall be made in violation of Section 409A of the Code; (F) The Company (or the Trustee) shall pay to the Executive in a lump sum an amount equal to the value of the Company-sponsored outplacement program maintained by the Company immediately prior to the Change of Control, based on the Executive’s management level as of the Termination Date, which shall be paid within sixty (60) days following the Termination Date; provided that, if the sixtieth (60th) day following the Termination Date falls in the calendar year following the calendar year in which the Termination Date occurs, payment will not be made prior to the first day of the calendar year following the calendar year in which the Termination Date occurs; provided further that, if the Executive is a Specified Employee on the Termination Date, such amount shall be paid on the first day following the six (6) month anniversary of the Termination Date; (G) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company (or the Trustee) shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one (31) days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (H) If the Executive is covered by any Company-sponsored supplemental long term disability insurance program as of the Termination Date, the Company (or the Trustee) shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (I) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of any such plans. (ii) In the event that the Executive becomes entitled to payments and benefits pursuant to Section 5(e)(i) in connection with a Change of Control that does not constitute a “change in ownership or effective control” or a change in the “ownership of a substantial portion of the assets” under Section 409A of the Code, and the rulings and regulations issued thereunder, the payments and benefits set forth in Sections 5(e)(i)(B), (C), (D), (E), (G) and (H) herein (in each case, based on a Severance Period of two (2) years from the Termination Date and a Severance Multiple of two (2)), shall be paid in accordance with the second calendar yearschedule set forth in Section 5(c)(i), except as otherwise provided in this Section 5(e)(ii). The Company In addition, the services set forth in Section 5(c)(i)(F) (based on a Severance Period of eighteen (18) months) shall pay be provided in lieu of the payment set forth in Section 5(e)(i)(F). Notwithstanding the foregoing, with respect to the payment set forth in Section 5(e)(i)(B), an amount equal to the lesser of (x) the Separation Pay Limit or (y) the amount set forth in Section 5(e)(i)(B) shall be paid to the Executive on the Release Effective Date or as soon thereafter as is practicable, but no later than sixty (60) days following the Termination Date. In the event that the amount set forth in Section 5(e)(i)(B) exceeds the Separation Pay Limit, any excess amounts due under Section 5.4(b)(iii) each month shall be paid at the time they would have otherwise been paid pursuant to Section 5(c)(i)(B). On the Termination Date, the Executive shall no longer be eligible to participate in any Company normally pays the insurer of plan, program or policy, other than those described in this Section 5(e)(i) including, but not limited to, the Company’s group health insurer long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan. (iii) Effect of Section 280G on behalf of its remaining employeesPayments.

Termination Due to a Change of Control. (a) In accordance with the Plan and the Company’s forms of equity award agreements for senior executives, in the event of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event. (b) If a Sale Event occurs and the Company, its subsidiaries or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments and benefits (the “Change in Control Severance): (i) an additional 12 months of Annual Salary at (i) the rate in effect at termination or, (ii) $150,000200,000, payable in a lump sum; (ii) an additional 12 months of bonus payout earned out at 100% of plan (iii) a monthly cash payment equal to the monthly employer contribution the Company would have made to provide Executive group health, dental and all other insurance coverages to Executive and his family, pursuant to COBRA, if eligible and elected, for a period of 12 months, or until the expiration of the Executive’s COBRA continuation period, if earlier; 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 ocf any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; (iiii) accelerated vesting of all unvested stock options or equity awards. (c) The Change in Control Severance shall not be paid or given unless Executive executes 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 payments under Section 5.4(b)(i) and (ii) shall be paid to Executive in a lump sum on the first payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that 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 Change in Control Severance shall be paid in the second calendar year. The Company shall pay the amounts due under Section 5.4(b)(iii) each month at the time the Company normally pays the insurer of the Company’s group health insurer on behalf of its remaining employees.

Termination Due to a Change of Control. (a) In accordance with the Plan and the Company’s forms of equity award agreements for senior executives, in the event of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event. (b) If a Sale Event occurs and the Company, its subsidiaries or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments and benefits (the “Change in Control Severance): (i) an additional 12 months of Annual Salary at (i) the rate in effect at termination or, (ii) $150,000200,000, payable in a lump sum; (ii) an additional 12 months of bonus payout earned out at 100% of plan; (iii) a monthly cash payment equal to the monthly employer contribution the Company would have made to provide Executive group health, dental and all other insurance coverages to Executive and his family, pursuant to COBRA, if eligible and elected, for a period of 12 months, or until the expiration of the Executive’s COBRA continuation period, if earlier; 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 ocf any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; (iiii) accelerated vesting of all unvested stock options or equity awards. (c) The Change in Control Severance shall not be paid or given unless Executive executes 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 payments under Section 5.4(b)(i) and (ii) shall be paid to Executive in a lump sum on the first payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that 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 Change in Control Severance shall be paid in the second calendar year. The Company shall pay the amounts due under Section 5.4(b)(iii) each month at the time the Company normally pays the insurer of the Company’s group health insurer on behalf of its remaining employees.

Termination Due to a Change of Control. (a) In accordance If Executive’s employment with the Plan and the Company’s forms of equity award agreements for senior executives, in the event of IntraLinks is terminated due to a Sale Event (“Change-of-Control,” as defined in the Company’s 2017 Stock Option below, and Incentive Plan)without Cause, Executive shall have no right to receive acceleration any compensation or benefit hereunder on and after the effective date of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately the termination of employment other than: (i) Annual Salary earned and accrued under this Agreement prior to the closing effective date of the Sale Event. termination; (bii) If provided that Executive executes and does not revoke a Sale Event occurs and the Companyrelease agreement required by IntraLinks at that time, its subsidiaries or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments and benefits nine (the “Change in Control Severance): (i9) an additional 12 months of Annual Salary at (i) the rate in effect at termination or, (ii) $150,000, payable in a lump sum; (ii) an additional 12 months on or about the fifteenth business day following Executive’s execution of bonus payout earned out at 100% of plan the release agreement; (iii) a monthly cash payment equal to of the monthly employer contribution the Company would have made to provide Executive premiums for Executive’s group health, dental and all other health insurance coverages to Executive and his family, coverage pursuant to COBRA, if eligible and elected, for a period ending upon the earlier of 12 months, or until (A) the expiration end of the Executive’s COBRA continuation periodperiod in which Executive is receiving the periodic installments pursuant to subsection (ii) above or (B) the date upon which Executive accepts employment with another employer, if earlier; provided that after expiration of the relevant COBRA payment period aboveExecutive executes and does not revoke a release agreement required by IntraLinks at such time. After that date, the Company IntraLinks will allow Executive to continue such coverage at his own expense for the remainder ocf of any COBRA continuation period pursuant to applicable law and law. Executive shall agrees to notify the Company IntraLinks immediately upon acceptance of employment with another employer; ; (iiiiiv) accelerated vesting a pro rata portion of all unvested stock options or equity awards. the Target Bonus Amount with respect to the calendar year in which termination occurs, based on the actual number of days of such year elapsed through the date of termination, and where, for purposes of this clause (civ) The Change in Control Severance shall not be only, the amount of Annual Salary used to calculate the Target Bonus Amount equals the actual amount of Annual Salary paid or given unless Executive executes accrued during the Release Agreement and calendar year in which termination occurs, plus the Release Agreement becomes enforceable and irrevocable within 60 days following total amount of Annual Salary that would have been paid during any portion of such calendar year remaining after the date of Employee’s termination, based on which the amount of Executive’s Annual Salary at the time of his termination; (v) earned, accrued and vested benefits and vacation under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto; and (vi) 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 Executive’s employment becomes effectiveand Executive shall have no further rights hereunder. The payments under For purposes of this Section 5.4(b)(i5.4, Change-of-Control means: (A) and a sale of all or substantially all of IntraLinks’ assets; or (iiB) shall be paid to Executive in any merger, consolidation or other business combination transaction of IntraLinks with or into another corporation, entity or person, other than a lump sum on the first payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that if the 60 day period transaction in which the Release Agreement is required holders of at least a majority of the shares of voting capital stock of IntraLinks outstanding immediately prior to become effective such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of IntraLinks (or the surviving entity) outstanding immediately after such transaction; or (C) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of IntraLinks. For purposes of this Section 5.4, termination “due to a Change-of-Control” shall include a termination resulting from the resignation of Executive by reason of a material diminution of duties following a Change-of-Control that materially impairs Executive’s ability to perform the duties normally assigned to a person of his title and enforceable begins in one calendar year position at a corporation of the size and ends in the following calendar year, the Change in Control Severance shall be paid in the second calendar year. The Company shall pay the amounts due under Section 5.4(b)(iii) each month at the time the Company normally pays the insurer nature of the Company’s group health insurer on behalf of its remaining employees.

Termination Due to a Change of Control. If, within the two (a2) In accordance with the Plan and the Company’s forms year period commencing on a Change of equity award agreements for senior executives, in the event Control of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event. (b) If a Sale Event occurs and the Company, its subsidiaries (A) the Executive experiences an Involuntary Termination, or (B) the Executive terminates his employment with the Company or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment Company Entity for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments compensation and benefits (listed below, subject to his compliance with the “Change in Control Severanceterms of Section 5(f): (i) an additional 12 months of Annual Salary at The Company shall pay or provide to the Executive the following payments and benefits: (iA) Any Accrued Benefits payable as soon as practical after the rate in effect at termination or, (ii) $150,000, payable in a lump sumTermination Date; (iiB) an additional 12 months of bonus payout earned out at 100% of plan (iii) a monthly cash A lump sum payment equal to the monthly employer contribution the Company would have made to provide Executive group health, dental and all other insurance coverages to Executive and his family, pursuant to COBRA, if eligible and elected, for a period of 12 months, or until the expiration of the Executive’s COBRA continuation period, if earlier; provided that after expiration of Base Salary multiplied by the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder ocf any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; Severance Multiple payable within sixty (iiii60) accelerated vesting of all unvested stock options or equity awards. (c) The Change in Control Severance shall not be paid or given unless Executive executes the Release Agreement and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on Termination Date; provided that, if the sixtieth (60th) day following the Termination Date falls in the calendar year following the calendar year in which the termination Termination Date occurs, payment will not be made prior to the first day of Executive’s employment becomes effective. The payments the calendar year following the calendar year in which the Termination Date occurs; provided further that, if the Executive is a Specified Employee on the Termination Date, any amounts payable under this Section 5.4(b)(i5(e)(i)(B) and (ii) in excess of the Separation Pay Limit shall be paid to the Executive in a lump sum on the first payroll date day following the date six (6) month anniversary of the Termination Date; (C) A lump sum payment equal to the Target Bonus multiplied by the Severance Multiple, payable on the Release Agreement becomes enforceable and irrevocableEffective Date or as soon thereafter as is practicable, provided, however, that if but no later than March 15 of the 60 day period calendar year following the calendar year in which the Release Agreement is required Termination Date occurs; (D) A lump sum payment equal to become effective and enforceable begins the pro-rata cash bonus for the year in one which the Termination Date occurs which shall be paid (i) when such annual bonuses are paid to non-terminated employees (or, if later, upon the satisfaction of all conditions for the payment of benefits hereunder, but in no event shall such payment occur later than March 15 of the calendar year following the year in which the Termination Date occurs) and ends (ii) based on the actual attainment of the performance goals under the annual bonus plan for the year in which the Termination Date occurs; (E) If the Executive continues to receive health benefits (including, medical, prescription, dental, vision and health care reimbursement account benefits) pursuant to the Company’s health plans under COBRA and pays the full COBRA premiums, the Company will reimburse the Executive for the COBRA premiums paid for such benefits for the Executive and his family through COBRA (with the exception of any COBRA premiums paid for health care reimbursement account benefits), for the Benefits Continuation Period, in accordance with the applicable plans, programs or policies, if any, of the Company or its successor, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any); provided that the Executive may continue to receive health benefits pursuant to the Company’s health plans during a period of time in the Benefits Continuation Period during which the Executive would not otherwise be entitled to COBRA continuation coverage under Section 4980B of the Code if the Executive continues to pay premiums for such health benefits, and the Executive shall receive reimbursement for all premiums paid by the Executive for such continued health benefits on the date no later than December 31 of the calendar year immediately following the calendar yearyear in which the applicable expenses have been incurred. If the Executive fails to accept available coverage from another employer or fails to notify the Company (or the Trustee) within thirty (30) days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s reimbursements under this Section 5(e)(i)(E) shall immediately terminate and the Executive shall cease to be entitled to any such reimbursements under this Agreement and shall be required within three (3) months after such failure to reimburse the Company for the reimbursements paid to the Executive after such failure. In addition, the Executive agrees that the Company may offset against such reimbursement or deduct such reimbursement from any payments due to the Executive in full or partial payment of such reimbursement; provided that, no such offset shall be made in violation of Section 409A of the Code; (F) The Company (or the Trustee) shall pay to the Executive in a lump sum an amount equal to the value of the Company-sponsored outplacement program maintained by the Company immediately prior to the Change of Control, based on the Executive’s management level as of the Termination Date, which shall be paid within sixty (60) days following the Termination Date; provided that, if the sixtieth (60th) day following the Termination Date falls in the calendar year following the calendar year in which the Termination Date occurs, payment will not be made prior to the first day of the calendar year following the calendar year in which the Termination Date occurs; provided further that, if the Executive is a Specified Employee on the Termination Date, such amount shall be paid on the first day following the six (6) month anniversary of the Termination Date; (G) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company (or the Trustee) shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one (31) days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (H) If the Executive is covered by any Company-sponsored supplemental long term disability insurance program as of the Termination Date, the Company (or the Trustee) shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (I) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of any such plans. (ii) In the event that the Executive becomes entitled to payments and benefits pursuant to Section 5(e)(i) in connection with a Change of Control that does not constitute a “change in ownership or effective control” or a change in the “ownership of a substantial portion of the assets” under Section 409A of the Code, and the rulings and regulations issued thereunder, the payments and benefits set forth in Sections 5(e)(i)(B), (C), (D), (E), (G) and (H) herein (in each case, based on a Severance Period of three (3) years from the Termination Date and a Severance Multiple of three (3)), shall be paid in accordance with the second calendar yearschedule set forth in Section 5(c)(i), except as otherwise provided in this Section 5(e)(ii). The Company In addition, the services set forth in Section 5(c)(i)(F) (based on a Severance Period of two and one-half years) shall pay be provided in lieu of the payment set forth in Section 5(e)(i)(F). Notwithstanding the foregoing, with respect to the payment set forth in Section 5(e)(i)(B), an amount equal to the lesser of (x) the Separation Pay Limit or (y) the amount set forth in Section 5(e)(i)(B) shall be paid to the Executive on the Release Effective Date or as soon thereafter as is practicable, but no later than sixty (60) days following the Termination Date. In the event that the amount set forth in Section 5(e)(i)(B) exceeds the Separation Pay Limit, any excess amounts due under Section 5.4(b)(iii) each month shall be paid at the time they would have otherwise been paid pursuant to Section 5(c)(i)(B). On the Termination Date, the Executive shall no longer be eligible to participate in any Company normally pays the insurer of plan, program or policy, other than those described in this Section 5(e)(i) including, but not limited to, the Company’s group health insurer long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan. (iii) Effect of Section 280G on behalf of its remaining employeesPayments.

Termination Due to a Change of Control. If, within the two (a2) In accordance with the Plan and the Company’s forms year period commencing on a Change of equity award agreements for senior executives, in the event Control of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event. (b) If a Sale Event occurs and the Company, its subsidiaries (A) the Executive experiences an Involuntary Termination, or (B) the Executive terminates his employment with the Company or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment Company Entity for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments compensation and benefits (listed below, subject to his compliance with the “Change in Control Severanceterms of Section 5(f): (i) an additional 12 months of Annual Salary at The Company shall pay or provide to the Executive the following payments and benefits: (iA) Any Accrued Benefits payable as soon as practical after the rate in effect at termination or, (ii) $150,000, payable in a lump sumTermination Date; (iiB) an additional 12 months of bonus payout earned out at 100% of plan (iii) a monthly cash A lump sum payment equal to the monthly employer contribution the Company would have made to provide Executive group health, dental and all other insurance coverages to Executive and his family, pursuant to COBRA, if eligible and elected, for a period of 12 months, or until the expiration of the Executive’s COBRA continuation period, if earlier; provided that after expiration of Base Salary multiplied by the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder ocf any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; Severance Multiple payable within sixty (iiii60) accelerated vesting of all unvested stock options or equity awards. (c) The Change in Control Severance shall not be paid or given unless Executive executes the Release Agreement and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on Termination Date; provided that, if the sixtieth (60th) day following the Termination Date falls in the calendar year following the calendar year in which the termination Termination Date occurs, payment will not be made prior to the first day of Executive’s employment becomes effective. The payments the calendar year following the calendar year in which the Termination Date occurs; provided further that, if the Executive is a Specified Employee on the Termination Date, any amounts payable under this Section 5.4(b)(i5(e)(i)(B) and (ii) in excess of the Separation Pay Limit shall be paid to the Executive in a lump sum on the first payroll date day following the date six-month anniversary of the Termination Date; (C) A lump sum payment equal to the Target Bonus multiplied by the Severance Multiple, payable on the Release Agreement becomes enforceable Effective Date or as soon thereafter as is practicable, but no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs; (D) Continuation of medical, prescription, dental, vision and irrevocablehealth care reimbursement benefits for the Benefits Continuation Period for the Executive and his family through COBRA, providedin accordance with the applicable plans, howeverprograms or policies, if any, of the Company or its successor, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any); provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company; provided further that if the 60 day Executive continues to receive benefits pursuant to this Section 5(e)(i)(D) during a period of time during which, in the absence of the benefits provided in this Section 5(e)(i)(D), the Executive would not otherwise be entitled to COBRA continuation coverage under Section 4980B of the Code, the Executive shall receive reimbursement for all medical expenses which are covered by the applicable plans, programs or policies on the date no later than December 31 of the calendar year immediately following the calendar year in which the Release applicable expenses have been incurred. If the Executive fails to accept available coverage from another employer or fails to notify the Company (or the Trustee) within thirty (30) days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(e)(i)(D) shall immediately terminate and the Executive shall cease to be entitled to any such benefits under this Agreement is and shall be required within three (3) months after such failure to become effective and enforceable begins reimburse the Company for the greater of any premiums or any benefits paid after such failure. In addition, the Executive agrees that the Company may offset against such reimbursement or deduct such reimbursement from any payments due to the Executive in one full or partial payment of such reimbursement; provided that, no such offset shall be made in violation of Section 409A of the Code; (E) The Company (or the Trustee) shall pay to the Executive in a lump sum an amount equal to the value of the Company-sponsored outplacement program maintained by the Company immediately prior to the Change of Control, based on the Executive’s management level as of the Termination Date, which shall be paid within sixty (60) days following the Termination Date; provided that, if the sixtieth (60th) day following the Termination Date falls in the calendar year following the calendar year in which the Termination Date occurs, payment will not be made prior to the first day of the calendar year following the calendar year in which the Termination Date occurs; provided further that, if the Executive is a Specified Employee on the Termination Date, such amount shall be paid on the first day following the six-month anniversary of the Termination Date; (F) If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company (or the Trustee) shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one (31) days from the last day of the Severance Period to convert his life insurance coverage to an individual policy; (G) If the Executive is covered by any Company-sponsored supplemental long term disability insurance program as of the Termination Date, the Company (or the Trustee) shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and (H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and ends conditions of any such plans. (ii) In the event that the Executive becomes entitled to payments and benefits pursuant to Section 5(e)(i) in connection with a Change of Control that does not constitute a “change in ownership or effective control” or a change in the following calendar year“ownership of a substantial portion of the assets” under Section 409A of the Code, and the rulings and regulations issued thereunder, the Change payments and benefits set forth in Control Sections 5(e)(i)(B), (C), (D), (F), and (G) herein (in each case, based on a Severance Period of two (2) years from the Termination Date and a Severance Multiple of two (2)), shall be paid in accordance with the second calendar yearschedule set forth in Section 5(c)(i), except as otherwise provided in this Section 5(e)(ii). The Company In addition, the services set forth in Section 5(c)(i)(E) (based on a Severance Period of eighteen (18) months) shall pay be provided in lieu of the payment set forth in Section 5(e)(i)(E). Notwithstanding the foregoing, with respect to the payment set forth in Section 5(e)(i)(B), an amount equal to the lesser of (x) the Separation Pay Limit or (y) the amount set forth in Section 5(e)(i)(B) shall be paid to the Executive on the Release Effective Date or as soon thereafter as is practicable, but no later than sixty (60) days following the Termination Date. In the event that the amount set forth in Section 5(e)(i)(B) exceeds the Separation Pay Limit, any excess amounts due under Section 5.4(b)(iii) each month shall be paid at the time they would have otherwise been paid pursuant to Section 5(c)(i)(B). On the Termination Date, the Executive shall no longer be eligible to participate in any Company normally pays the insurer of plan, program or policy, other that those described in this Section 5(e)(i) including, but not limited to, the Company’s group health insurer long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan. (iii) Effect of Section 280G on behalf of its remaining employeesPayments.

Termination Due to a Change of Control. (ai) In accordance If Executive terminates Executive’s employment under this Agreement during the 180-day period following the date of the occurrence of a “Change of Control” of Block then, upon any such termination of Executive’s employment and conditioned on Executive’s execution of an agreement with the Plan Company under which Executive releases all known and potential claims related to Executive’s employment against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s forms election (the “Change of equity award agreements for senior executivesControl Election”) of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “Severance Plan”) as the Severance Plan exists (A) on the date of this Agreement or (B) on Executive’s last day of active employment by the Company or any Affiliate (the “Last Day of Employment”), as if Executive had incurred a termination of employment that would result in the event receipt of benefits as a participant in the Severance Plan; provided, however, (1) Executive will be credited with no less than 12 “Years of Service” (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a) of the Severance Plan as it exists on the date of this Agreement or the comparable section of a Sale Event relevant severance plan as it may exist on Executive’s Last Day of Employment (“Future Severance Plan”), notwithstanding any provision in the Severance Plan or Future Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares (as defined in the Company’s 2017 Stock Option and Incentive Planapplicable award agreement) awarded to Executive pursuant to Section 1.03(d), Executive or under the 2003 Plan or any comparable plan shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executiveterminate and such Restricted Shares shall be fully vested, with such vesting to occur immediately prior notwithstanding any provision in the Severance Plan or Future Severance Plan to the closing contrary. The Severance Plan as it exists on the date of the Sale Event. (b) If a Sale Event occurs and the Company, its subsidiaries or a successor entity, as the case may be, terminates this Agreement and is attached hereto as Exhibit A. Executive must notify the employment Company in writing within 5 business days after Executive’s Last Day of Executive without Cause or Executive terminates this Agreement and his employment for Good Reason, in either case within 12 months following such Sale Event, then in lieu Employment of the payments Executive’s Change of Control Election. Severance compensation and benefits provided for in under this Section 5.31.07(c) will terminate immediately if Executive violates Sections 3.02, Executive shall be entitled to receive 3.03, or 3.05 of this Agreement or becomes reemployed with the Accrued Benefit and the following payments and benefits (the “Change in Control Severance): (i) Company or an additional 12 months of Annual Salary at (i) the rate in effect at termination or, (ii) $150,000, payable in a lump sum;Affiliate. (ii) an additional 12 months For the purpose of bonus payout earned out at 100% this subsection, a “Change of plan (iii) a monthly cash payment equal to the monthly employer contribution the Company would have made to provide Executive group health, dental and all other insurance coverages to Executive and his family, pursuant to COBRA, if eligible and elected, for a period of 12 months, or until the expiration of the Executive’s COBRA continuation period, if earlier; 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 ocf any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; (iiii) accelerated vesting of all unvested stock options or equity awards. (c) The Change in Control Severance shall not be paid or given unless Executive executes 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 payments under Section 5.4(b)(i) and (ii) shall be paid to Executive in a lump sum on the first payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that 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 Change in Control Severance shall be paid in the second calendar year. The Company shall pay the amounts due under Section 5.4(b)(iii) each month at the time the Company normally pays the insurer of the Company’s group health insurer on behalf of its remaining employees.Control” means:

Termination Due to a Change of Control. (a) In accordance If Executive’s employment with the Plan and the Company’s forms of equity award agreements for senior executives, in the event of IntraLinks is terminated due to a Sale Event (“Change-of-Control,” as defined in the Company’s 2017 Stock Option below, and Incentive Plan)without Cause, Executive shall have no right to receive acceleration any compensation or benefit hereunder on and after the effective date of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately the termination of employment other than: (i) Annual Salary earned and accrued under this Agreement prior to the closing effective date of the Sale Event. termination; (bii) If provided that Executive executes and does not revoke a Sale Event occurs and the Companyrelease agreement required by IntraLinks at that time, its subsidiaries or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments and benefits nine (the “Change in Control Severance): (i9) an additional 12 months of Annual Salary at (i) the rate in effect at termination or, (ii) $150,000, payable in a lump sum; (ii) an additional 12 months on or about the fifteenth business day following Executive’s execution of bonus payout earned out at 100% of plan the release agreement; (iii) a monthly cash payment equal to of the monthly employer contribution the Company would have made to provide Executive premiums for Executive’s group health, dental and all other health insurance coverages to Executive and his family, coverage pursuant to COBRA, if eligible and elected, for a period ending upon the earlier of 12 months, or until (A) the expiration end of the Executive’s COBRA continuation periodperiod in which Executive is receiving the periodic installments pursuant to subsection (ii) above or (B) the date upon which Executive accepts employment with another employer, if earlier; provided that after expiration of the relevant COBRA payment period aboveExecutive executes and does not revoke a release agreement required by IntraLinks at such time. After that date, the Company IntraLinks will allow Executive to continue such coverage at his own expense for the remainder ocf of any COBRA continuation period pursuant to applicable law and law. Executive shall agrees to notify the Company IntraLinks immediately upon acceptance of employment with another employer; ; (iiiiiv) accelerated vesting a pro rata portion of all unvested stock options or equity awards. the Target Bonus Amount with respect to the calendar year in which termination occurs, based on the actual number of days of such year elapsed through the date of termination, and where, for purposes of this clause (civ) The Change in Control Severance shall not be only, the amount of Annual Salary used to calculate the Target Bonus Amount equals the actual amount of Annual Salary paid or given unless Executive executes accrued during the Release Agreement and calendar year in which termination occurs, plus the Release Agreement becomes enforceable and irrevocable within 60 days following total amount of Annual Salary that would have been paid during any portion of such calendar year remaining after the date of Employee’s termination, based on which the amount of Executive’s Annual Salary at the time of his termination; (v) earned, accrued and vested benefits and vacation under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto; and (vi) 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 Executive’s employment becomes effectiveand Executive shall have no further rights hereunder. The payments under For purposes of this Section 5.4(b)(i5.4, Change of-Control means: (A) and a sale of all or substantially all of IntraLinks’ assets; or (iiB) shall be paid to Executive in any merger, consolidation or other business combination transaction of IntraLinks with or into another corporation, entity or person, other than a lump sum on the first payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that if the 60 day period transaction in which the Release Agreement is required holders of at least a majority of the shares of voting capital stock of IntraLinks outstanding immediately prior to become effective such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of IntraLinks (or the surviving entity) outstanding immediately after such transaction; or (C) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of IntraLinks. For purposes of this Section 5.4, termination “due to a Change-of-Control” shall include a termination resulting from the resignation of Executive by reason of a material diminution of duties following a Change-of-Control that materially impairs Executive’s ability to perform the duties normally assigned to a person of his title and enforceable begins in one calendar year position at a corporation of the size and ends in the following calendar year, the Change in Control Severance shall be paid in the second calendar year. The Company shall pay the amounts due under Section 5.4(b)(iii) each month at the time the Company normally pays the insurer nature of the Company’s group health insurer on behalf of its remaining employees.