Unassociated Document


    Execution Copy

     

    INTRALINKS,
INC.

     

    INDEPENDENT CONTRACTOR
SERVICES AGREEMENT

    (Individual)

     

    This
Consulting Agreement (the "Agreement") is made and
entered into as of October 6, 2010 by and between IntraLinks Holdings, Inc.
and/or one or more of it subsidiaries ("Company"), and Gary Hirsch,
residing at 331 Thayer Pond Road, Wilton, CT 06897, ("Contractor").  Company
desires to retain Contractor as an independent contractor to perform consulting
services for Company and Contractor is willing to perform such services, on
terms set forth more fully below.  In consideration of the mutual
promises contained herein, the parties agree as follows:

     

    1.           EMPLOYMENT
STATUS

     

    (a)           Contractor
hereby resigns from his positions of Senior Vice President, Secretary, Chief
Compliance Officer and General Counsel of the Company effective October 6,
2010.  Contractor also hereby irrevocably resigns from all other
offices and positions that he holds at the Company or any of its subsidiaries
effective as December 31, 2010 (the “Separation Date”).  Company
hereby acknowledges and accepts the foregoing resignations of
Contractor.

     

    (b)           The
Company promptly will pay Contractor a lump sum (less applicable taxes and
withholding) equal to all accrued but unused vacation time as of October 6, 2010
in the amount of $11,846.00.  No further vacation time shall be
payable in cash.  Company will also reimburse Contractor for all
business-related expenses that he incurred prior to the Separation Date so long
as such expenses are accompanied by supporting receipts and are submitted and
approved in accordance with the Company’s regular practices.  To the
extent the Company pays matching contributions with respect to its 401(k)
savings plan to employees for the calendar year 2010, such matching contribution
shall be made to Contractor.  The Separation Date shall be the date of the
“qualifying event” under the Consolidated Omnibus Budget Reconciliation Act of
1985 (“COBRA”).

     

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

     

    2.           SERVICES
AND COMPENSATION

     

    (a)         Contractor
agrees to perform the services (the "Services") described in Exhibit A,
attached hereto, for Company.  Contractor shall provide the Services
during the period beginning on the Separation Date and ending on June 30, 2011
(the “Work Period”)
unless sooner terminated in accordance with Section 9.

     

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

     

    (c)         On
the Separation Date, Contractor agrees to sign the release set forth in Exhibit
B.

     

    3.           CONFIDENTIALITY

     

    (a)         "Confidential
Information" means any Company proprietary information, technical data, trade
secrets or know-how, including, but not limited to, all Work Product as defined
in Section 3(a) below, research, product plans, products, services, customers,
customer lists, markets, source code, algorithms, software, developments,
techniques, improvements, invention (whether patentable or not), works of
authorship, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances or other business
information  disclosed by the Company either directly or indirectly in
writing, orally or by drawings or inspection of parts or
equipment.  Without limiting the generality of the foregoing,
Confidential Information shall include the terms of this Agreement and any
information relating to any Company employee, customer or supplier obtained in
connection with Contractor's relationship with Company.

     

    (b)         Contractor
will not, during or subsequent to the term of this Agreement, use Company's
Confidential Information for any purpose whatsoever other than the performance
of the Services on behalf of Company or disclose Company's Confidential
Information to any third party.  It is understood that said
Confidential Information shall remain the sole property of
Company.  Contractor further agrees to take all reasonable precautions
to prevent any unauthorized disclosure of such Confidential
Information.  Confidential Information does not include information
which: (i) is known to Contractor at the time of disclosure to Contractor
by Company as evidenced by written records of Contractor, other than as a result
of any prior services rendered by Contractor to Company; (ii) has become
publicly known and made generally available through no wrongful act of
Contractor; or (iii) has been rightfully received by Contractor from a
third party who is authorized to make such disclosure.  Without the
Company's prior written approval, Contractor will not directly or indirectly
disclose to anyone the contents of this Agreement.


    
      
         


      

      
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    (c)         Contractor
agrees that Contractor will not, during the term of this Agreement, use for or
disclose to Company any proprietary information (including but not limited to
any trade secret) of any former or current employer of Contractor or other
person or entity to the extent such use or disclosure would violate any
agreement, duty, law or regulation to which Contractor, or, to Contractor's
knowledge, the Company, is subject, unless consented to in writing by such
employer, person or entity.  Contractor will indemnify Company and
hold it harmless from and against all claims, liabilities, damages and expenses,
including reasonable attorneys fees and costs of suit, arising out of or in
connection with any violation or claimed violation of any law, regulation or
third party's rights resulting in whole or in part from the Company's use of
information or Work Product furnished by Contractor under this
Agreement.

     

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

     

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

     

    4.           OWNERSHIP

     

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

     

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

     

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


    
      
         


      

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

     

    5.           DISCLOSURE
AND REPORTS

     

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

     

    6.          NON-SOLICITATION;
NON-DISPARAGEMENT

     

    Contractor
agrees that during the term of this Agreement and for one (1) year thereafter,
Contractor will not encourage or solicit any employee or Contractor of Company
to leave the Company for any reason. Contractor also agrees not
to make disparaging, critical or otherwise detrimental comments to any person or
entity concerning (i) Company, its officers, directors and employees; (ii) the
products, services or programs provided or to be provided by Company; (iii) the
business affairs or the financial condition of Company; or (iv) the
circumstances surrounding Contractor’s employment or consulting relationship
with the Company.  Company agrees to instruct its officers and senior
managers not to make disparaging, critical or otherwise detrimental comments to
any person or entity concerning Contractor.

     

    7.          STANDARD
OF PERFORMANCE

     

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

     

    8.           CONFLICTING
OBLIGATIONS

     

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

     

    (b)         In
view of Contractor's access to Company's trade secrets and proprietary know-how,
Contractor further agrees, without limiting any obligations set forth in Section
3 hereof, not to provide sales, marketing, strategic consulting, research and
development, or other services substantially similar to the Services to or for
the benefit of any entity that competes directly with the Company for a period
following the termination of this Agreement equal to (i) the number of months
this Agreement was in effect or (ii) nine (9) months, whichever is
shorter.

     

    9.           TERM AND
TERMINATION

     

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

     

    (b)         Notwithstanding
anything herein to the contrary, Company may terminate this Agreement upon 30
days’ prior written notice if Contractor refuses to or is unable to perform the
Services or is in breach of any material provision of this Agreement, and
Contractor fails to cure such failure of performance or breach within such
notice period.  

     

    (c)         Upon
such termination all rights and duties of the parties toward each other shall
cease except:


    
      
         


      

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

     

    (ii)  Sections 3, 4, 6,
8(b), 9(c), 10, 11, 12, 13 and 14 shall survive termination of this Agreement.
Contractor agrees that Company is entitled to communicate Contractor’s
obligations under this Agreement to any future or potential client or employer
of Contractor.

     

    10.           SUBCONTRACTING; ASSIGNMENT

     

    Contractor
shall not subcontract or assign any obligations hereunder to any third party
without the express prior written consent of the Company.  Neither
this Agreement, any right hereunder or interest herein may be assigned or
transferred by Contractor without the express written consent of
Company.

     

    11.          INDEPENDENT
CONTRACTOR

     

    Nothing
in this Agreement shall be construed in any way to constitute Contractor as an
agent, employee or representative of Company, but Contractor shall perform the
Services hereunder as an independent contractor.  Contractor agrees to
furnish (or reimburse Company for) all tools and materials necessary to
accomplish this contract, and shall incur all expenses associated with
performance, except as expressly provided on Exhibit A of this
Agreement.  Contractor acknowledges and agrees that Contractor is
obligated to report as income all compensation received by Contractor pursuant
to this Agreement, and Contractor agrees to and acknowledges the obligation to
pay all self-employment and other taxes thereon.  Contractor further
agrees to indemnify Company and hold it harmless to the extent of any obligation
imposed on Company (i) to pay in withholding taxes or similar items; or
(ii) resulting from Contractor's being determined not to be an independent
contractor.

     

    12.          EQUITABLE
RELIEF

     

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

     

    13.          GOVERNING
LAW AND LEGAL ACTIONS

     

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

     

    14.          NOTICES;
ENTIRE AGREEMENT

     

    All
notices under this Agreement shall be addressed to the other party at the
address shown below or such other address as either party may notify the other
of and shall be deemed given (i) upon delivery to the party to be notified if
delivered by hand or professional courier service or confirmed fax, or (ii)
three days after deposited in the United States mail, postage prepaid,
registered or certified mail, return receipt requested.  This
Agreement is the entire agreement of the parties and supersedes any prior
agreements between them with respect to the subject matter hereof.

     

    15.          COUNTERPARTS

     

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

    


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


    
      
         


      

      
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                                            COMPANY

                                          
	 	 	 
	 
      	 	
                                            INTRALINKS
      HOLDINGS, INC.

                                          
	 
      	 	 
      
	 
      	 	
                                            By:
      /s/ J. Andrew Damico                          

                                          
	 	 	 
	 
      	 	
                                            Name:
      J. Andrew
  Damico

                                          
	 	 	 
	 
      	 	
                                            Title:
      President and Chief Executive
      Officer

                                          
	 	 	 
	 
      	 	
                                            150
      E. 42nd
      Street

                                          
	 	 	 
	 
      	 	
                                            8th
      Floor

                                          
	 	 	 
	 
      	 	
                                            New
      York, NY 10017

                                          
	 	 	 
	 
      	 	
                                            CONTRACTOR

                                          
	 	 	 
	 
      	 	
                                            By:
      /s/ Gary Hirsch                                      
      

                                          
	 	 	 
	 
      	 	
                                            Name:
      Gary Hirsch

                                          
	 	 	 
	 
      	 	
                                            Address:
      331 Thayer Pond Rd, Wilton CT
06897

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    EXHIBIT
A

     

    SERVICES AND
COMPENSATION

     

    1.             Contact.  
Contractor's principal Company contact shall be David Curran,
Executive Vice President, Business
and Legal Affairs, located at Company's New York office.

     

    
      	
               
      

            	
              2.

            	
              Services.

            


    

     

    (a)           The
services to be provided by Contractor during the Work Period shall include
assisting the Company, at the specific request of David Curran, Executive Vice President, Business and
Legal Affairs, in any matter relating to duties previously performed by
Contractor as an employee of the Company, including those activities
listed below, and such other transition duties or cooperation as may be
reasonably required by Mr. Curran from time to time (collectively, the
“Services”).  Contractor shall control the means by which he provides
Services, but acknowledges and agrees that Company is retaining him to provide
the Services because his skills and knowledge are exceptional and unique and,
therefore, that he will provide the Services personally.

     

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

     

    
      	
               
      

            	
              3.

            	
              Compensation.

            


    

     

    (a)           Company
shall pay Contractor at a monthly rate of $18,333 per month, from January 1,
2011 through June 30, 2011.

     

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

     

    (c)          Contractor
shall provide Company with monthly invoices detailing the consulting, fees and
expense reimbursements due under this Agreement, and shall itemize and provide
receipts for expenses upon request.  Company agrees to pay approved
invoices within thirty (30) days of receipt.

     

    (d)          In
accordance with the provisions of COBRA, until June 30, 2011 the Company shall
make premium payments on Contractor’s behalf to continue health coverage under
the same plans available to active Company employees, under the same rules,
restrictions and regulations applicable thereto; provided however, that such
premium payments shall be no greater than seventy percent (70%) of total
premium.  Thereafter, Contractor will be responsible for any and all
payments for the elected period of continued health insurance coverage under
COBRA.

     

    (e)          Company
confirms and agrees that Contractor shall be eligible for any applicable cash
bonus award that Contractor would have received had Contractor remained an
employee of the Company pursuant to Company’s Senior Executive Incentive Bonus
Plan for fiscal year 2010 based on fiscal 2010 performance as contemplated
thereunder.  Any such bonus eligibility and payment shall be made
under the same rules, restrictions and regulations applicable to other
participants under the Senior Executive Incentive Bonus Plan (except as modified
hereby to permit Contractor’s continued participation).  In addition,
Contractor shall be eligible for supplemental bonus compensation, in an amount
to be determined in the discretion of the Company, at such time, if any, that
the Company awards to any executive officer a discretionary bonus attributable
to the successful completion of the Company’s initial public
offering.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    (f)          In
accordance with the terms of the stock option and other equity award agreements
relating to  Contractor’s equity awards listed below, Company confirms
and agrees that for purposes of each such agreement the term “employment” shall
include Contractor’s consulting relationship, such that (i) each unvested equity
award listed below shall continue to vest until the termination of the Work
Period and (ii) vested shares under each such equity award shall remain
exercisable in accordance with its terms following the termination of the Work
Period, but in no event later than the scheduled expiration date of such equity
award.  Contractor agrees to execute, acknowledge, and deliver to
Company all such documents and agreements reasonably necessary, in Company’s
discretion, to enable Company to accomplish the objectives described in this
Section 3(f).

     

    February
27, 2010 ISO Grant

     

    December
4, 2007 ISO Grant

     

    December
4, 2007 RSA Grant

     

    (g)          In
the event of Contractor’s death during the Work Period, all compensation payable
to Contractor under this Exhibit A shall be made to Contractor’s spouse (or
other heirs in the event of such spouse’s death).


    
      
         


      

      
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    EXHIBIT
B

     

    Release

     

     

    WHEREAS,
Employee was an employee-at-will;

     

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

     

    WHEREAS,
Employee, in consideration of the Independent Contractor Services Agreement
between the Company and the Employee dated October 6, 2010 (the
“Consulting Agreement”) and the payments made and to be made thereunder, has
agreed to release and forever discharge the Company from any and all
liabilities, claims or obligations arising from the employment
relationship.

     

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

     

    
      	
               
      

            	
              1.

            	
              Employee
      acknowledges that Employee’s employment will be terminated as a result of
      Employee’s resignation effective December 31st,
  2010.

            


    

     

    
      	
               
      

            	
              2.

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

            


    

     

    
      	
               
      

            	
              3.

            	
              Notwithstanding
      paragraph 5, Employee understands and agrees that by signing this
      Agreement Employee is not releasing claims that relate to: (i) any claims
      arising after the date Employee signs this Agreement; (ii) any claims for
      enforcement of this Agreement or the Consulting Agreement; (iii) any
      rights or claims to workers’ compensation or unemployment benefits; (iv)
      claims for accrued, vested benefits under any employee benefit plan of the
      Company in accordance with the terms of such plans and applicable law; (v)
      any claims or rights which cannot be waived by law and/or (vi) any
      continuing rights for indemnification under any indemnification agreement,
      insurance policy or program of the Company or its affiliates, or charter
      or bylaws of the Company in effect as of December 31,
  2010.

            


    

     

    
      	
               
      

            	
              4.

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

            


    

     


    
      
         


      

      
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              5.

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

            


    

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      
        	 
      	
                IntraLinks,
      Inc.

              
	 
      	
                150
      East 42nd
      St., 8th
      Fl

              
	 
      	
                New
      York, NY  10017

              
	 
      	
                Attention:  Human
      Resources

              


      

    

     

    
      	
               
      

            	
              6.

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

            


    

     

    
      	
               
      

            	
              a.

            	
              Not
      to make any critical or disparaging statements about the
      Company;

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

            	
              Not
      to engage in actions contrary to the interests of the Company except:
      (i) to pursue or enforce enforce any rights reserved in paragraph 3
      above; or (ii) to the extent required by law; provided, however, that
      if Employee receives a subpoena or similar demand relating in any way to
      the Company, Employee shall promptly notify the Company so that the
      Company shall have the ability to seek an appropriate protective order
      prior to Employee making any disclosure in response to such subpoena or
      demand;

            


    

     


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              d.

            	
              Not
      to remove from the custody of the Company, any documents, facsimiles,
      computer tapes, disks or printouts, or other written or
      electronically-produced information of a confidential
    nature;

            


    

     

    
      	
               
      

            	
              e.

            	
              To
      return to the Company any Company property in the Employee’s possession or
      otherwise given to Employee for his use, including but not limited to,
      credit cards, computers (laptops, desktops, PDAs, etc.), cell phones,
      keys, identification badges, Company property, assets, manuals, notes,
      reports, agreements of any kind or nature belonging to or pertaining to
      the Company;

            


    

     

    
      	
               
      

            	
              f.

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

            


    

     

    
      	
               
      

            	
              g.

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

            


    

     

    
      	
               
      

            	
              7.

            	
              The
      Employee represents and warrants that neither he nor any other person or
      entity on his behalf has made or filed any complaint, charge, or grievance
      against the Company with any local, state or federal agency or department,
      including but not limited to, the U.S. Department of Labor, New York
      Department of Labor and/or the California Division of Labor Standards
      Enforcement, California Department of Fair Employment and Housing, , or
      the Equal Employment Opportunity
Commission.

            


    

     

    
      	
               
      

            	
              8.

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

            


    

     

    
      	
               
      

            	
              i.

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

            


    

     

    
      	
               
      

            	
              9.

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

            


    

     

    
      	
            	
              10.

            	
              In
      the event Employee so notifies the Company in writing of his decision to
      revoke this Agreement within the Revocation Period, he will waive and
      forfeit any entitlement to the amounts identified in the Consulting
      Agreement, and the Company shall have no further obligation to make said
      payments to Employee. Both parties understand that Employee’s decision to
      terminate this Agreement operates to terminate Employee’s employment
      effective as of December
      31,
      2010.

            


    

     

    
      	
            	
              11.

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

            


    

     

    
      	
            	
              12.

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

            


    

     


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    
      	
            	
              13.

            	
              No
      other consideration has or will be furnished or paid other than the
      consideration herein recited.

            


    

     

    
      	
            	
              14.

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

            


    

     

    
      	
            	
              15.

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

            


    

     

    
      	
            	
              16.

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

            


    

     

    
      	
            	
              17.

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

            


    

     

     

    DO NOT SIGN UNTIL CLOSE OF
BUSINESS ON DECEMBER 31, 2010.

     

    


    
      	
              ____________________________________

            	
              _______________________

            
	
              Gary
      Hirsch

            	
              Date

            


    

     

    

      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      



     

    IntraLinks
Holdings, Inc.

     

    


     

    By:  _________________________________

     

     

    Date:
_______________________________

     

    

      
        
           


        

        
          -7-