EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT dated as of March 18, 2005 by and between IntraLinks, Inc., a Delaware
corporation with its principal place of business at 0000 Xxxxxxxx, Xxx Xxxx, XX
00000 (hereinafter referred to as “IntraLinks”), and Xxxxxxx Xxxxxxx, residing
at 000 Xxxx 00xx Xxxxxx, #0X, Xxx Xxxx, XX 00000 (hereinafter referred to as
“Executive”).
WHEREAS,
IntraLinks desires to employ Executive as Chief Financial and Administrative
Officer (the “CFO”), subject to the terms and conditions of this agreement (the
“Agreement”).
NOW,
THEREFORE, in consideration of the promises and covenants herein, the parties
agree as follows:
1. Employment
Executive’s
employment by IntraLinks shall commence on April 1, 2005. Executive will be an
employee at will, which means that either the Executive or IntraLinks 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 IntraLinks, perform the duties of
CFO 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. Such duties shall include, without
limitation, those listed on Attachment A hereto. Executive shall report to the
CEO or such other senior officer of IntraLinks (without resulting in substantial
diminution of Executive’s duties) as the CEO or the Board of Directors shall
designate from time to time.
2.2 Executive’s
employment hereunder shall be subject to the rules and regulations of IntraLinks
involving the general conduct of business of IntraLinks in force from time to
time and applicable to senior executives of IntraLinks.
3. Compensation
3.1 Salary. IntraLinks
shall pay Executive an annualized salary of $240,000.00 (the “Annual Salary”),
in accordance with the customary payroll practices of IntraLinks applicable to
senior executives. Executive’s Annual Salary shall be reviewed annually in
accordance with IntraLinks’ policy and may be adjusted in the sole discretion of
IntraLinks.
3.2 Bonus. Executive
shall be eligible to receive an annual bonus pursuant to the terms and
conditions of any bonus plan in effect from time to time for executive
management (excluding the CEO); provided, however, that, unless such bonus plan
provides otherwise, Executive shall be eligible to receive an “At Plan Bonus” of
up to 30% of the amount of Annual Salary actually paid or accrued during each
calendar year (the “Target Bonus Amount”), the exact amount of which bonus each
year will be determined based on the following factors: IntraLinks financial
goals (50%), personal “Critical Success Factors” established not more often than
quarterly (30%), and leadership/management effectiveness (20%), each as
determined by IntraLinks in consultation with Executive; such factors with
respect to fiscal year 2005 will be defined with reasonable specificity within
60 days after commencement of Executive’s employment. Except as expressly set
forth in Sections 5.3 and 5.4 hereof, Executive shall be eligible to receive any
such bonus only if Executive is actively employed by IntraLinks on the date such
bonuses, if any, are paid and Executive has not given notice of resignation or
been given notice of termination by IntraLinks for “Cause”, as defined in this
Agreement, on or prior to that date.
3.3 Stock Options.
Executive shall be granted 1,400,000 Incentive Stock Options (the “Options”) at
a strike price of $0.12 per share pursuant to the terms and conditions of the
IntraLinks, Inc. 2004 Stock Option Plan and a Stock Option Agreement being
executed contemporaneously herewith.
3.4 Benefits. Executive
shall be eligible to participate in IntraLinks’ employee benefits plans, subject
to the terms and conditions of the applicable plan documents, and subject to
IntraLinks’ 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 IntraLinks.
3.5 Expenses. IntraLinks
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 IntraLinks’ 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
IntraLinks may require).
3.6 Vacation. IntraLinks
shall provide Executive, while employed by IntraLinks, vacation of four (4)
weeks per year, subject to IntraLinks’ standard policy regarding accrual of
vacation time. Executive shall be entitled to sick and personal days in
accordance with IntraLinks policy.
3.7 Delivery of
Compensation. In the event of Executive’s death, any accrued but unpaid
payments by IntraLinks 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 IntraLinks may reasonably
request.
4. Termination upon Death or
Disability
This
Agreement shall terminate upon Executive’s death. If Executive becomes disabled,
IntraLinks may terminate 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 forty-five (45) 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 vacation,
subject to the terms of the plans applicable thereto; 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.
2
5. Other Terminations of
Employment
5.1 Termination for
Cause. If Executive (i) is convicted of or enters a plea of guilty or
nolo contendere to a felony, a crime of moral turpitude, dishonesty, breach of
trust or unethical business conduct, or any crime involving the business of
IntraLinks; (ii) in the performance of his duties hereunder or otherwise to the
detriment of IntraLinks, engages in (A) misconduct, (B) willful or gross
neglect, (C) fraud, (D) misappropriation, (E) embezzlement or (F) theft; (iii)
disobeys the lawful directions of the CEO or Board of Directors; (iv) fails to
comply with the reasonable policies and practices of IntraLinks; (v) fails to
devote substantially all of his business time and effort to IntraLinks; or (vi)
is adjudicated in any civil suit, or acknowledges in writing in any agreement or
stipulation, to the commission of any theft, embezzlement, fraud, or other
intentional act of dishonesty involving any other person, IntraLinks may
terminate Executive’s employment hereunder. Notwithstanding any other provision
of this Agreement, if IntraLinks 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 (x) Annual Salary earned and accrued
under this Agreement prior to the effective date of termination; (y) 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 (z) 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. Except as set forth in Section 5.4, notwithstanding any other
provision of this Agreement, if Executive terminates 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 vacation under this Agreement prior to the effective date of
termination, subject to the terms of the plans applicable thereto; 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 60 days’ prior written notice to
IntraLinks if he terminates his employment under this Section 5.2.
3
5.3 Termination Without
Cause. IntraLinks may terminate Executive’s employment at any time for
any reason. If Executive’s employment with IntraLinks is terminated pursuant to
this Section 5.3, 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;
(b) (i)
if Executive has been actively employed by IntraLinks for at least six (6)
months, but less than twelve (12) months, prior to the date of
termination—
(A) an
additional three (3) months of Annual Salary at the rate in effect at
termination payable on or about the fifteenth business day following Executive’s
execution of the release agreement; and
(B) payment
of the premiums for Executive’s group health insurance coverage pursuant to
COBRA, if eligible and elected, for a period of three (3) months, or until such
sooner date that Executive accepts employment with another employer;
or
(ii) if
Executive has been actively employed by IntraLinks for at least twelve (12)
months prior to the date of termination—
(A) an
additional six (6) months of Annual Salary at the rate in effect at termination
payable on our about the fifteenth business day following Executive’s execution
of the release agreement; and
(B) 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 accepts employment with another
employer;
provided
that after expiration of the relevant COBRA payment period above, IntraLinks
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 IntraLinks immediately upon acceptance of employment with
another employer;
(c) a
pro rata portion of the Target Bonus Amount calculated according to the
following table:
|
Period
in which date of termination occurs
|
Percentage
of Target Bonus Amount payable
|
|
January
1 – March 31
|
None
|
|
April
1 – June 30
|
25%
|
|
July
1 – September 30
|
50%
|
|
October
1 – December 31
|
75%
|
4
For
purposes of this subsection 5.3(c) only, the amount of Annual Salary used to
calculate the Target Bonus Amount shall equal the actual amount of Annual Salary
paid or accrued during the calendar year in which termination occurs, plus the
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
the amount of Executive’s Annual Salary at the time of his
termination;
(d) an
additional three (3) months of Options vesting beyond that which would have
vested at the time of termination of employment;
(e) 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
(f) reimbursement
under this Agreement for expenses incurred prior to the effective date of
termination.
No
payment or other consideration under this Section 5.3 shall be paid or given
unless Executive executes and does not revoke a release agreement required by
IntraLinks at the time of Executive’s termination.
This
Agreement shall otherwise terminate upon the effective date of the termination
of employment and Executive shall have no further rights hereunder.
5.4 Termination Due to a
Change-of-Control. If Executive’s employment with IntraLinks is
terminated due to a “Change-of-Control,” as defined below, and without 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: (i)
Annual Salary earned and accrued under this Agreement prior to the effective
date of termination; (ii) provided that Executive executes and does not revoke a
release agreement required by IntraLinks at that time, nine (9) months of Annual
Salary at the rate in effect at termination payable on or about the fifteenth
business day following Executive’s execution of the release agreement; (iii)
payment of the premiums for Executive’s group health insurance coverage pursuant
to COBRA, if eligible and elected, for a period ending upon the earlier of (A)
the end of the period 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, provided that Executive executes and does not
revoke a release agreement required by IntraLinks at such time. After that date,
IntraLinks will allow Executive to continue such coverage at his own expense for
the remainder of any COBRA continuation period pursuant to applicable law.
Executive agrees to notify IntraLinks immediately upon acceptance of employment
with another employer; (iv) a pro rata portion of 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 (iv) only, the amount of Annual Salary used to
calculate the Target Bonus Amount equals the actual amount of Annual Salary paid
or accrued during the calendar year in which termination occurs, plus the 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 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 employment and Executive shall
have no further rights hereunder. For purposes of this Section 5.4, Change
of-Control means: (A) a sale of all or substantially all of IntraLinks’ assets;
or (B) any merger, consolidation or other business combination transaction of
IntraLinks with or into another corporation, entity or person, other than a
transaction in which the holders of at least a majority of the shares of voting
capital stock of IntraLinks outstanding immediately prior to 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 position at a corporation
of the size and nature of the Company.
5
6. Covenants of
Executive.
6.1 Non-Competition;
Non-Solicitation. As a material inducement to IntraLinks to grant the
Options pursuant to Section 3.3 hereof and to enter into this Agreement,
Executive hereby expressly agrees to be bound by the following covenants, terms
and conditions. Executive hereby agrees that he has had and/or will have access
to trade secrets, proprietary and confidential information relating to
IntraLinks and its affiliates and their respective clients, including but not
limited to, marketing data, financial information, client and prospect lists
(including without limitation, Rolodex type or computer- and Web-based
compilations (including but not limited to xxxxxxxxxx.xxx or other CRM system
data) maintained by IntraLinks 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 IntraLinks, its affiliates
and/or their respective clients. Accordingly, as a condition of and in
consideration of Executive’s employment with IntraLinks and IntraLinks’
agreement to provide Executive with the Options set forth in this Agreement,
Executive voluntarily enters into the following covenants to provide IntraLinks
with reasonable protection of those interests:
(a) Executive
agrees that during the term of his employment with IntraLinks and for a period
of one (1) year thereafter, Executive shall not, alone or as an employee,
officer, director, agent, shareholder (other than an owner of 1% or less of the
outstanding shares of any publicly-traded company), consultant, partner, member,
owner or in any other capacity, directly or indirectly:
6
(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
twelve 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 IntraLinks 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 current or former customer of IntraLinks or user of
IntraLinks’ services or software with respect to whom, for any reason, at any
time during the term of Executive’s employment with IntraLinks: (A) Executive
performed services (including but not limited to sales and customer support
calls, whether conducted in person, by telephone or online) on behalf of
IntraLinks and/or any affiliate; (B) Executive had substantial contact; or (C)
Executive acquired or had access to trade secrets or other confidential or
proprietary information relating to such customer as a result of Executive’s
employment with IntraLinks;
(iii) encourage,
participate in or solicit any employee or consultant of IntraLinks and/or any
affiliate to engage in Competitive Activity or to accept employment with any
third party engaged in Competitive Activity. This subsection 6 (iii) shall be
limited to employees and consultants who: (A) are current employees or
consultants; or (B) left the employment of IntraLinks or whose provision of
services to IntraLinks terminated within the twelve (12) month period prior to
Executive’s termination of employment with IntraLinks for any reason;
and
(iv) for
purposes of this Agreement, “Competitive Activity” shall mean:
(A) any
business in competition with IntraLinks organized or operating under any of the
following names: Xxxxxxx Corporation; Customized Database Systems (CDS)/Fidelity
Information Services, Inc.; Dealogic Holdings plc; DealBench/Bankruptcy
Management Corporation/Xxxxx & Co., Inc.; XX Xxxxxxxxx; XxxxxxXxxx.xxx;
Imprima de Bussy; and/or
(B) any
offering, sale, licensing or provision by any entity of any software,
application service or system, in direct competition with IntraLinks’ offerings
and including electronic or digital document repositories for facilitating
transactional due diligence, mergers, acquisitions, divestitures, financings,
investments, investor relations, research and development, clinical trials or
other business processes for which IntraLinks’ products or services are or have
been used during the twelve (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 IntraLinks’ 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 IntraLinks; and (iii) the need
for the adequate protection of the business and the goodwill of IntraLinks. 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.
7
(c) Executive
acknowledges and agrees that any breach of this Section 6 shall cause IntraLinks
immediate, substantial and irreparable harm and therefore, in the event of any
such breach, Executive agrees that he or she shall immediately forfeit all
Options granted hereunder, vested and unvested, that have not previously been
exercised, and in addition to any other remedies which may be available,
IntraLinks shall have the right to seek specific performance and injunctive
relief, without the need to post a bond or other security.
(d) Executive
acknowledges and agrees that the provisions of this Section 6 are in addition
to, and not in lieu of, any non-solicitation, non-competition, confidentiality,
nonraid and/or similar obligations which Executive may have with respect to
IntraLinks and/or its affiliates, whether by agreement, fiduciary obligation or
otherwise, and that the grant and exercisability of the Option contemplated by
this Agreement are expressly made contingent on Executive’s compliance with the
provisions of this Section 6. 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: (i) Executive’s
termination or cessation of employment is voluntary or involuntary; (ii)
Executive has exercised any Options in whole or in part; or (iii) any Options
have not or will not vest.
6.2 Confidential and Proprietary
Information. During and after the term of Executive’s employment with
IntraLinks, Executive covenants and agrees that he will not disclose to anyone
without IntraLinks’ 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 IntraLinks which Executive
may have acquired in the course of his employment hereunder, including but not
limited to: (i) trade secrets of IntraLinks; (ii) lists of and/or information
concerning current, former, and/or prospective customers or clients of
IntraLinks; (iii) information relating to methods of doing business (including
information concerning operations, technology and systems) in use or
contemplated use by IntraLinks and not generally known among IntraLinks’
competitors, except to the extent such disclosure is required by law, regulation
or legal process.
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, IntraLinks 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 IntraLinks under law
or in equity (including, without limitation, the recovery of
damages):
8
(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 or vested under this
Agreement (whether it be in the form of Annual Salary, expenses or vacation);
and
(c) To
require Executive to account for and pay over to IntraLinks all compensation,
profits, monies, accruals, increments or other benefits (collectively,
“Profits”) derived or received by him as the result of any transactions
constituting a breach of the Restrictive Covenants, and Executive shall account
for and pay over the Profits to IntraLinks.
6.4 Definition of
IntraLinks. For this Section 6, “IntraLinks” shall include all of
IntraLinks’ 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 IntraLinks. As used in this Section 6.3, “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. Other
Provisions
7.1 Severability.
Executive acknowledges and agrees that (i) she 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.
7.2 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.
7.3 Executive
shall be entitled to indemnification in accordance with IntraLinks policy and
applicable state law.
9
7.4 Notices. Any notice
or other communication required or permitted hereunder shall be in writing and
shall be delivered in person, by facsimile 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 IntraLinks or any of its
|
|
|
parents or affiliates,
to:
|
IntraLinks,
Inc.
0000
Xxxxxxxx
Xxx Xxxx,
XX 00000
Attention:
General Counsel
|
|
(ii)
|
If to Executive,
to:
|
Xxxxxxx
Xxxxxxx
000 Xxxx
00xx Xxxxxx, #0X
Xxx Xxxx,
XX 00000
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.
7.5 Entire Agreement.
This Agreement contains the entire agreement between the parties and supersedes
and cancels all prior and contemporaneous agreements, written and oral, if
any.
7.6 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 any 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.
7.7 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.
7.8 Assignment. This
Agreement, and Executive’s rights and obligations hereunder, may not be assigned
by Executive without the prior written consent of IntraLinks; 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
IntraLinks’ assets or business, whether by merger, consolidation or otherwise,
IntraLinks may assign this Agreement and its rights hereunder.
7.9 Withholding.
IntraLinks shall be entitled to withhold from any payments or deemed payments
any amount of withholding required by applicable law.
10
7.10 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.
7.11 Survival. Anything in
this Agreement to the contrary notwithstanding, to the extent applicable,
Section 4, Section 5, Section 6, and Section 7 shall survive the termination of
this Agreement for any reason.
7.12 Headings. The
headings in this Agreement are for reference only and shall not affect the
interpretation of this Agreement.
7.13 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.
11
IN
WITNESS WHEREOF, the parties hereto have signed their names as of the day and
year first above written.
| EXECUTIVE: | INTRALINKS INC. | |||
|
/s/
Xxxxxxx Xxxxxxx
|
BY:
|
/s/ Xxxxxxx Xxxx | ||
| Xxxxxxx Xxxxxxx | Name | Xxxxxxx Xxxx | ||
| Date: | Title | CEO | ||
| Date | 3/24/05 | |||
12
Attachment
A
Employee
shall:
|
|
•
|
Oversee
and manage all finance, accounting and related
functions
|
|
|
•
|
Assist
the Chief Executive Officer in connection with acquisition and financing
strategy and execution
|
|
|
•
|
Assist
the Chief Executive Officer in connection with business, strategic and
financial planning
|
|
|
•
|
Oversee
legal, human resources and/or other functions as the Chief Executive
Officer may determine from time to
time
|
|
|
•
|
Manage
assessment and establishment of financial and other internal controls and
processes for potential public registration and
listing
|
13
