Unassociated Document


    INTRALINKS
HOLDINGS, INC.

     

    2010
EQUITY INCENTIVE PLAN

     

    
      
        	
                SECTION
      1. 

              	
                GENERAL PURPOSE OF THE
      PLAN; DEFINITIONS

              


      

    

     

    The name
of the plan is the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan (the
“Plan”).  The purpose of the Plan is to encourage and enable the
officers, employees, Non-Employee Directors and other key persons (including
Consultants and prospective employees) of IntraLinks Holdings, Inc. (the
“Company”) and its Subsidiaries upon whose judgment, initiative and efforts the
Company largely depends for the successful conduct of its business to acquire a
proprietary interest in the Company.  It is anticipated that providing
such persons with a direct stake in the Company’s welfare will assure a closer
identification of their interests with those of the Company and its
stockholders, thereby stimulating their efforts  on the Company’s
behalf and strengthening their desire to remain with the Company.

     

    The
following terms shall be defined as set forth below:

     

    “Act” means the Securities
Act of 1933, as amended, and the rules and regulations thereunder.

     

    “Administrator” means either
the Board or the compensation committee of the Board or a similar committee
performing the functions of the compensation committee and which is comprised of
not less than two Non-Employee Directors who are independent.

     

    “Award” or “Awards,” except where
referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards,
Cash-Based Awards, Performance Share Awards and Dividend Equivalent
Rights.

     

    “Award Certificate” means a
written or electronic document setting forth the terms and provisions applicable
to an Award granted under the Plan.  Each Award Certificate is subject
to the terms and conditions of the Plan.

     

    “Board” means the Board of
Directors of the Company.

     

    “Cash-Based Award” means an
Award entitling the recipient to receive a cash-denominated
payment.

     

    “Code” means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules,
regulations and interpretations.

     

    “Consultant” means any
natural person that provides bona fide services to the Company, and such
services are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Covered Employee” means an
employee who is a “Covered Employee” within the meaning of Section 162(m)
of the Code.

     

    “Dividend Equivalent Right”
means an Award entitling the grantee to receive credits based on cash dividends
that would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other award to which it relates) if such shares had been
issued to and held by the grantee.

     

    “Effective Date” means the
date of the Company’s Initial Public Offering.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.

     

    “Fair Market Value” of the
Stock on any given date means the fair market value of the Stock determined in
good faith by the Administrator; provided, however, that if the Stock is
admitted to quotation on the National Association of Securities Dealers
Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national
securities exchange, the determination shall be made by reference to market
quotations.  If there are no market quotations for such date, the
determination shall be made by reference to the last date preceding such date
for which there are market quotations; provided further, however, that if the
date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on a national securities exchange, the Fair
Market Value shall be the “Price to the Public” (or equivalent) set forth on the
cover page for the final prospectus relating to the Company’s Initial Public
Offering.

     

    “Incentive Stock Option”
means any Stock Option designated and qualified as an “incentive stock option”
as defined in Section 422 of the Code.

     

    “Initial Public Offering”
means the consummation of the first fully underwritten, firm commitment public
offering pursuant to an effective registration statement under the Act covering
the offer and sale by the Company of its equity securities, or such other event
as a result of or following which the Stock shall be publicly held.

     

    “Non-Employee Director” means
a member of the Board who is not also an employee of the Company or any
Subsidiary.

     

    “Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.

     

    “Option” or “Stock Option” means any
option to purchase shares of Stock granted pursuant to
Section 5.

     

    “Performance-Based Award”
means any Restricted Stock Award, Restricted Stock Units, Performance Share
Award or Cash-Based Award granted to a Covered Employee that is intended to
qualify as “performance-based compensation” under Section 162(m) of the Code and
the regulations promulgated thereunder.

     

    
      
        
        

      

      
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    “Performance Criteria” means
the criteria that the Administrator selects for purposes of establishing the
Performance Goal or Performance Goals for an individual for a Performance
Cycle.  The Performance Criteria (which shall be applicable to the
organizational level specified by the Administrator, including, but not limited
to, the Company or a unit, division, group, or Subsidiary of the Company) that
will be used to establish Performance Goals are limited to the
following:  cash flow (including, but not limited to, operating cash
flow and free cash flow), revenue (including but not limited to total company
revenue and revenue in specific industries or use cases), bookings, EBITDA
(earnings before interest, taxes, depreciation and amortization), net income
(loss) (either before or after interest, taxes, depreciation and/or
amortization), changes in the market price of the Stock, acquisitions or
strategic transactions, operating income (loss), return on capital, assets,
equity, or investment, stockholder returns, return on sales, gross or net profit
levels, productivity, expense, margins, operating efficiency, customer
satisfaction, working capital, earnings (loss) per share of Stock, any of which
may be measured either in absolute terms or as compared to any incremental
increase or as compared to results of a peer group.

     

    “Performance Cycle” means one
or more periods of time, which may be of varying and overlapping durations, as
the Administrator may select, over which the attainment of one or more
Performance Criteria will be measured for the purpose of determining a grantee’s
right to and the payment of a Restricted Stock Award, Restricted Stock Units,
Performance Share Award or Cash-Based Award.  Each such period shall
not be less than 12 months.

     

    “Performance Goals” means,
for a Performance Cycle, the specific goals established in writing by the
Administrator for a Performance Cycle based upon the Performance
Criteria.

     

    “Performance Share Award”
means an Award entitling the recipient to acquire shares of Stock upon the
attainment of specified Performance Goals.

     

    “Restricted Stock Award”
means an Award entitling the recipient to acquire, at such purchase price (which
may be zero) as determined by the Administrator, shares of Stock subject to such
restrictions and conditions as the Administrator may determine at the time of
grant.

     

    “Restricted Stock Units”
means an Award of phantom stock units to a grantee.

     

    “Sale Event” shall mean (i)
the sale of all or substantially all of the assets of the Company on a
consolidated basis to an unrelated person or entity, (ii) a merger,
reorganization or consolidation pursuant to which the holders of the Company’s
outstanding voting power immediately prior to such transaction do not own a
majority of the outstanding voting power of the resulting or successor entity
(or its ultimate parent, if applicable) immediately upon completion of such
transaction, or (iii) the sale of all of the Stock of the Company to an
unrelated person or entity.

     

    “Sale Price” means the value
as determined by the Administrator of the consideration payable, or otherwise to
be received by stockholders, per share of Stock pursuant to a Sale
Event.

     

    “Section 409A” means Section
409A of the Code and the regulations and other guidance promulgated
thereunder.

     

    
      
        
        

      

      
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    “Stock” means the Common
Stock, par value $.001 per share, of the Company, subject to adjustments
pursuant to Section 3.

     

    “Stock Appreciation Right”
means an Award entitling the recipient to receive shares of Stock having a value
equal to the excess of the Fair Market Value of the Stock on the date of
exercise over the exercise price of the Stock Appreciation Right multiplied by
the number of shares of Stock with respect to which the Stock Appreciation Right
shall have been exercised.

     

    “Subsidiary” means any
corporation or other entity (other than the Company) in which the Company has at
least a 50 percent interest, either directly or indirectly.

     

    “Ten Percent Owner” means an
employee who owns or is deemed to own (by reason of the attribution rules of
Section 424(d) of the Code) more than 10 percent of the combined voting power of
all classes of stock of the Company or any parent or subsidiary
corporation.

     

    “Unrestricted Stock Award”
means an Award of shares of Stock free of any restrictions.

     

    
      
        	
                SECTION
      2. 

              	
                ADMINISTRATION OF
      PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE
      AWARDS

              


      

    

     

    (a)       Administration of
Plan.  The Plan shall be administered by the
Administrator.

     

    (b)      
Powers of
Administrator.  The Administrator shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

     

    (i)      
to select
the individuals to whom Awards may from time to time be granted;

     

    (ii)  to
determine the time or times of grant, and the extent, if any, of Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted
Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based
Awards, Performance Share Awards and Dividend Equivalent Rights, or any
combination of the foregoing, granted to any one or more grantees;

     

    (iii)    
to
determine the number of shares of Stock to be covered by any Award;

     

    (iv)   
to
determine and modify from time to time the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award, which
terms and conditions may differ among individual Awards and grantees, and to
approve the forms of Award Certificates;

     

    (v)     to
accelerate at any time the exercisability or vesting of all or any portion of
any Award;

     

    (vi)   
subject
to the provisions of Section 5(b), to extend at any time the period in
which Stock Options may be exercised; and

     

    
      
        
        

      

      
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    (vii)  
at any
time to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall deem
advisable; to interpret the terms and provisions of the Plan and any Award
(including related written instruments); to make all determinations it deems
advisable for the administration of the Plan; to decide all disputes arising in
connection with the Plan; and to otherwise supervise the administration of the
Plan.

     

    All
decisions and interpretations of the Administrator shall be binding on all
persons, including the Company and Plan grantees.

     

    (c)       
Delegation of Authority to
Grant Options.  Subject to applicable law, the Administrator,
in its discretion, may delegate to the Chief Executive Officer of the Company
all or part of the Administrator’s authority and duties with respect to the
granting of Options to individuals who are (i) not subject to the reporting and
other provisions of Section 16 of the Exchange Act and (ii) not Covered
Employees.  Any such delegation by the Administrator shall include a
limitation as to the amount of Options that may be granted during the period of
the delegation and shall contain guidelines as to the determination of the
exercise price and the vesting criteria.  The Administrator may revoke
or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Administrator’s delegate or delegates that
were consistent with the terms of the Plan.

     

    (d)     
 Award
Certificate.  Awards under the Plan shall be evidenced by Award
Certificates that set forth the terms, conditions and limitations for each Award
which may include, without limitation, the term of an Award and the provisions
applicable in the event employment or service terminates.

     

    (e)      
Indemnification.  Neither
the Board nor the Administrator, nor any member of either or any delegate
thereof, shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with the Plan, and the members of
the Board and the Administrator (and any delegate thereof) shall be entitled in
all cases to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including, without limitation, reasonable
attorneys’ fees) arising or resulting therefrom to the fullest extent permitted
by law and/or under the Company’s articles or bylaws or any directors’ and
officers’ liability insurance coverage which may be in effect from time to time
and/or any indemnification agreement between such individual and the
Company.

     

    (f)       
Foreign Award
Recipients.  Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the
Company and its Subsidiaries operate or have employees or other individuals
eligible for Awards, the Administrator, in its sole discretion, shall have the
power and authority to:  (i) determine which Subsidiaries shall be
covered by the Plan; (ii) determine which individuals outside the United States
are eligible to participate in the Plan; (iii) modify the terms and conditions
of any Award granted to individuals outside the United States to comply with
applicable foreign laws; (iv) establish subplans and modify exercise procedures
and other terms and procedures, to the extent the Administrator determines such
actions to be necessary or advisable (and such subplans and/or modifications
shall be attached to this Plan as appendices); provided, however, that no such
subplans and/or modifications shall increase the share limitations contained in
Section 3(a) hereof; and (v) take any action, before or after an Award is made, that
the Administrator determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or
approvals.  Notwithstanding the foregoing, the Administrator may not
take any actions hereunder, and no Awards shall be granted, that would violate
the Exchange Act or any other applicable United States securities law, the Code,
or any other applicable United States governing statute or law.

     

    
      
        
        

      

      
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                SECTION
      3. 

              	
                STOCK ISSUABLE UNDER
      THE PLAN; MERGERS;
SUBSTITUTION

              


      

    

     

    (a)       
Stock
Issuable.  The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be the sum of (i) 8,000,000 shares
minus the number of shares underlying awards previously made under the Company’s
2007 Stock Option and Grant Plan prior to the Effective Date, and (ii) such
number of shares equal to the shares underlying any stock options or awards
returned to the Company’s 2007 Stock Option and Grant Plan after the Effective
Date as a result of the expiration, forfeiture, cancellation or termination of
such stock options or awards (other than by means of exercise), and (iii) such
number of shares equal to the shares underlying any awards that are forfeited,
canceled, reacquired by the Company prior to vesting, or otherwise terminated
under the Company’s 2007 Restricted Preferred Stock Plan after the Effective
Date, subject, in each case, to adjustment as provided in
Section 3(b).  Subject to such overall limitation, the maximum
aggregate number of shares of Stock that may be issued in the form of Incentive
Stock Options shall not exceed 4,000,000, subject to adjustment as provided in
Section 3(b).  For purposes of this limitation, the shares of Stock
underlying any Awards that are forfeited, canceled, held back upon exercise of
an Option or settlement of an Award to cover the exercise price or tax
withholding, reacquired by the Company prior to vesting, satisfied without the
issuance of Stock or otherwise terminated (other than by exercise) shall be
added back to the shares of Stock available for issuance under the
Plan.  Subject to such overall limitations, shares of Stock may be
issued up to such maximum number pursuant to any type or types of Award;
provided, however, that from and after the date payment under this Plan becomes
subject to the compensation deduction limits imposed by Section 162(m) of the
Code, Stock Options or Stock Appreciation Rights with respect to no more than
2,000,000 shares of Stock may be granted to any one individual grantee during
any one calendar year period.  The shares available for issuance under
the Plan may be authorized but unissued shares of Stock or shares of Stock
reacquired by the Company.

     

    (b)       Changes in
Stock.  Subject to Section 3(c) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company’s capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger or
consolidation, sale of all or substantially all of the assets of the Company,
the outstanding shares of Stock are converted into or exchanged for securities
of the Company or any successor entity (or a parent or subsidiary thereof), the
Administrator shall make an appropriate or proportionate adjustment in (i) the
maximum number of shares reserved for issuance under the Plan, including the
maximum number of shares that may be issued in the form of Incentive Stock
Options, (ii) the number of Stock Options or Stock Appreciation Rights that can
be granted to any one individual grantee and the maximum number of shares that
may be granted under a Performance-Based Award, (iii) the number and kind of
shares or other securities subject to any then outstanding Awards under the
Plan, (iv) the repurchase price, if any, per share subject to each outstanding
Restricted Stock Award, and (v) the exercise price for each share subject
to any then outstanding Stock Options and Stock Appreciation Rights under the
Plan, without changing the aggregate exercise price (i.e., the exercise price
multiplied by the number of Stock Options and Stock Appreciation Rights) as to
which such Stock Options and Stock Appreciation Rights remain
exercisable.  The Administrator shall also make equitable or
proportionate adjustments in the number of shares subject to outstanding Awards
and the exercise price and the terms of outstanding Awards to take into
consideration cash dividends paid other than in the ordinary course or any other
extraordinary corporate event.  The adjustment by the Administrator
shall be final, binding and conclusive.  No fractional shares of Stock
shall be issued under the Plan resulting from any such adjustment, but the
Administrator in its discretion may make a cash payment in lieu of fractional
shares.

     

    
      
        
        

      

      
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    (c)       
Mergers and Other
Transactions.  Except as the Administrator may otherwise
specify with respect to particular Awards in the relevant Award Certificate, in
the case of and subject to the consummation of a Sale Event, the Plan and all
outstanding Awards granted hereunder shall terminate, unless provision is made
in connection with the Sale Event in the sole discretion of the parties thereto
for the assumption or continuation of Awards theretofore granted by the
successor entity, or the substitution of such Awards with new Awards of the
successor entity or parent thereof, with appropriate adjustment as to the number
and kind of shares and, if appropriate, the per share exercise prices, as such
parties shall agree (after taking into account any acceleration
hereunder).  In the event of such termination, (i) the Company shall
have the option (in its sole discretion) to make or provide for a cash payment
to the grantees holding Options and Stock Appreciation Rights, in exchange for
the cancellation thereof, in an amount equal to the difference between (A) the
Sale Price multiplied by the number of shares of Stock subject to outstanding
Options and Stock Appreciation Rights (to the extent then exercisable after
taking into account any acceleration hereunder at prices not in excess of the
Sale Price) and (B) the aggregate exercise price of all such outstanding Options
and Stock Appreciation Rights; or (ii) each grantee shall be permitted, within a
specified period of time prior to the consummation of the Sale Event as
determined by the Administrator, to exercise all outstanding Options and Stock
Appreciation Rights (to the extent then exercisable after taking into account
any acceleration hereunder) held by such grantee.  In connection with
any Sale Event in which all of the consideration is cash, the parties to any
such Sale Event may also provide that some or all outstanding Awards that would
otherwise not be fully vested and exercisable in full after giving effect to the
Sale Event will be converted (a “Converted Award”) into the right to receive the
consideration payable to holders of Stock in the Sale Event (net of the
applicable exercise price), subject to any remaining vesting provisions relating
to such Awards and the other terms and conditions of the Sale Event (such as
indemnification obligations and purchase price adjustments) to the extent
provided by the parties regarding the effect on Converted Awards of termination
of employment following a Sale Event.  Terms relating to vesting, if
any, in connection with a Sale Event shall be as determined by the Board and as
specified in the relevant Award Certificate.

     

    (d)      
Substitute
Awards.  The Administrator may grant Awards under the Plan in
substitution for stock and stock based awards held by employees, directors or
other key persons of another corporation in connection with the merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation.  The Administrator may direct that the
substitute awards be granted on such terms and conditions as the Administrator
considers appropriate in the circumstances.  Any substitute Awards
granted under the Plan shall not count against the share limitation set forth in
Section 3(a).

     

    
      
        
        

      

      
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                SECTION
      4. 

              	
                ELIGIBILITY

              


      

    

     

    Grantees
under the Plan will be such full or part-time officers and other employees,
Non-Employee Directors and key persons (including Consultants and prospective
employees) of the Company and its Subsidiaries as are selected from time to time
by the Administrator in its sole discretion.

     

    
      
        	
                SECTION
      5. 

              	
                STOCK
      OPTIONS

              


      

    

     

    Any Stock
Option granted under the Plan shall be in such form as the Administrator may
from time to time approve.

     

    Stock
Options granted under the Plan may be either Incentive Stock Options or
Non-Qualified Stock Options.  Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a “subsidiary
corporation” within the meaning of Section 424(f) of the
Code.  To the extent that any Option does not qualify as an Incentive
Stock Option, it shall be deemed a Non-Qualified Stock Option.

     

    Stock
Options granted pursuant to this Section 5 shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable.  If the Administrator so determines, Stock
Options may be granted in lieu of cash compensation at the optionee’s election,
subject to such terms and conditions as the Administrator may
establish.

     

    (a)       Exercise
Price.  The exercise price per share for the Stock covered by a
Stock Option granted pursuant to this Section 5 shall be determined by the
Administrator at the time of grant but shall not be less than 100 percent of the
Fair Market Value on the date of grant.  In the case of an Incentive
Stock Option that is granted to a Ten Percent Owner, the option price of such
Incentive Stock Option shall be not less than 110 percent of the Fair Market
Value on the grant date.

     

    (b)       Option
Term.  The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date the Stock Option is granted.  In the case of an
Incentive Stock Option that is granted to a Ten Percent Owner, the term of such
Stock Option shall be no more than five years from the date of
grant.

     

    (c)      
Exercisability; Rights of a
Stockholder.  Stock Options shall become exercisable at such
time or times, whether or not in installments, as shall be determined by the
Administrator at or after the grant date.  The Administrator may at
any time accelerate the exercisability of all or any portion of any Stock
Option.  An optionee shall have the rights of a stockholder only as to
shares acquired upon the exercise of a Stock Option and not as to unexercised
Stock Options.

     

    
      
        
        

      

      
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    (d)      
Method of
Exercise.  Stock Options may be exercised in whole or in part,
by giving written or electronic notice of exercise to the Company, specifying
the number of shares to be purchased.  Payment of the purchase price
may be made by one or more of the following methods to the extent provided in
the Option Award Certificate:

     

    (i)      
In cash,
by certified or bank check or other instrument acceptable to the
Administrator;

     

    (ii)     
Through
the delivery (or attestation to the ownership) of shares of Stock that have been
purchased by the optionee on the open market or that have been beneficially
owned by the optionee for at least six months and that are not then subject to
restrictions under any Company plan.  Such surrendered shares shall be
valued at Fair Market Value on the exercise date;

     

    (iii)    
By the
optionee delivering to the Company a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company for the purchase price;
provided that in the event the optionee chooses to pay the purchase price as so
provided, the optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure;
or

     

    (iv)   
With
respect to Stock Options that are not Incentive Stock Options, by a “net
exercise” arrangement pursuant to which the Company will reduce the number of
shares of Stock issuable upon exercise by the largest whole number of shares
with a Fair Market Value that does not exceed the aggregate exercise
price.

     

    Payment
instruments will be received subject to collection.  The transfer to
the optionee on the records of the Company or of the transfer agent of the
shares of Stock to be purchased pursuant to the exercise of a Stock Option will
be contingent upon receipt from the optionee (or a purchaser acting in his stead
in accordance with the provisions of the Stock Option) by the Company of the
full purchase price for such shares and the fulfillment of any other
requirements contained in the Option Award Certificate or applicable provisions
of laws (including the satisfaction of any withholding taxes that the Company is
obligated to withhold with respect to the optionee).  In the event an
optionee chooses to pay the purchase price by previously-owned shares of Stock
through the attestation method, the number of shares of Stock transferred to the
optionee upon the exercise of the Stock Option shall be net of the number of
attested shares.  In the event that the Company establishes, for
itself or using the services of a third party, an automated system for the
exercise of Stock Options, such as a system using an internet website or
interactive voice response, then the paperless exercise of Stock Options may be
permitted through the use of such an automated system.

     

    (e)       
Annual Limit on Incentive
Stock Options.  To the extent required for “incentive stock
option” treatment under Section 422 of the Code, the aggregate Fair Market
Value (determined as of the time of grant) of the shares of Stock with respect
to which Incentive Stock Options granted under this Plan and any other plan of
the Company or its parent and subsidiary corporations become exercisable for the
first time by an optionee during any calendar year shall not exceed
$100,000.  To the extent that any Stock Option exceeds this limit, it
shall constitute a Non-Qualified Stock Option.

     

    
      
        
        

      

      
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                SECTION
      6. 

              	
                STOCK APPRECIATION
      RIGHTS

              


      

    

     

    (a)      
Exercise Price of Stock
Appreciation Rights.  The exercise price of a Stock
Appreciation Right shall not be less than 100 percent of the Fair Market Value
of the Stock on the date of grant.

     

    (b)      
Grant and Exercise of Stock
Appreciation Rights.  Stock Appreciation Rights may be granted
by the Administrator independently of any Stock Option granted pursuant to
Section 5 of the Plan.

     

    (c)       Terms and Conditions of
Stock Appreciation Rights.  Stock Appreciation Rights shall be
subject to such terms and conditions as shall be determined from time to time by
the Administrator.  The term of a Stock Appreciation Right may not
exceed ten years.

     

    
      
        	
                SECTION
      7. 

              	
                RESTRICTED STOCK
      AWARDS

              


      

    

     

    (a)       Nature of Restricted Stock
Awards.  The Administrator shall determine the restrictions and
conditions applicable to each Restricted Stock Award at the time of
grant.  Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives.  The terms and conditions of each such Award
Certificate shall be determined by the Administrator, and such terms and
conditions may differ among individual Awards and grantees.

     

    (b)      
Rights as a
Stockholder.  Upon the grant of the Restricted Stock Award and
payment of any applicable purchase price, a grantee shall have the rights of a
stockholder with respect to dividends and the voting of the Restricted Stock,
subject to such conditions contained in the Restricted Stock Award
Certificate.  Unless the Administrator shall otherwise determine, (i)
uncertificated Restricted Stock shall be accompanied by a notation on the
records of the Company or the transfer agent to the effect that they are subject
to forfeiture until such Restricted Stock are vested as provided in Section 7(d)
below, and (ii) certificated Restricted Stock shall remain in the possession of
the Company until such Restricted Stock is vested as provided in
Section 7(d) below, and the grantee shall be required, as a condition of
the grant, to deliver to the Company such instruments of transfer as the
Administrator may prescribe.

     

    (c)       Restrictions.  Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or
disposed of except as specifically provided herein or in the Restricted Stock
Award Certificate.  Except as may otherwise be provided by the
Administrator either in the Award Certificate or, subject to Section 18 below,
in writing after the Award is issued, if a grantee’s employment (or other
service relationship) with the Company and its Subsidiaries terminates for any
reason, any Restricted Stock that has not vested at the time of termination
shall automatically and without any requirement of notice to such grantee from
or other action by or on behalf of, the Company be deemed to have been
reacquired by the Company at its original purchase price (if any) from such
grantee or such grantee’s legal representative simultaneously with such
termination of employment (or other service relationship), and thereafter shall
cease to represent any ownership of the Company by the grantee or rights of the
grantee as a stockholder.  Following such deemed reacquisition of
unvested Restricted Stock that are represented by physical certificates, a
grantee shall surrender such certificates to the Company upon request without
consideration.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (d)      
Vesting of Restricted
Stock.  The Administrator at the time of grant shall specify
the date or dates and/or the attainment of pre-established performance goals,
objectives and other conditions on which the non-transferability of the
Restricted Stock and the Company’s right of repurchase or forfeiture shall
lapse.  Subsequent to such date or dates and/or the attainment of such
pre-established performance goals, objectives and other conditions, the shares
on which all restrictions have lapsed shall no longer be Restricted Stock and
shall be deemed “vested.”  Except as may otherwise be provided by the
Administrator either in the Award Certificate or, subject to Section 18
below, in writing after the Award is issued, a grantee’s rights in any shares of
Restricted Stock that have not vested shall automatically terminate upon the
grantee’s termination of employment (or other service relationship) with the
Company and its Subsidiaries and such shares shall be subject to the provisions
of Section 7(c) above.

     

    
      
        	
                SECTION
      8. 

              	
                RESTRICTED STOCK
      UNITS

              


      

    

     

    (a)       
Nature of Restricted Stock
Units.   The Administrator shall determine the
restrictions and conditions applicable to each Restricted Stock Unit at the time
of grant.  Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives.  The terms and conditions of each such Award
Certificate shall be determined by the Administrator, and such terms and
conditions may differ among individual Awards and grantees.  At the
end of the deferral period, the Restricted Stock Units, to the extent vested,
shall be settled in the form of shares of Stock.  To the extent that
an award of Restricted Stock Units is subject to Section 409A, it may contain
such additional terms and conditions as the Administrator shall determine in its
sole discretion in order for such Award to comply with the requirements of
Section 409A.

     

    (b)      
Election to Receive
Restricted Stock Units in Lieu of Compensation.  The
Administrator may, in its sole discretion, permit a grantee to elect to receive
a portion of future cash compensation otherwise due to such grantee in the form
of an award of Restricted Stock Units.  Any such election shall be
made in writing and shall be delivered to the Company no later than the date
specified by the Administrator and in accordance with Section 409A and such
other rules and procedures established by the Administrator.  Any such
future cash compensation that the grantee elects to defer shall be converted to
a fixed number of Restricted Stock Units based on the Fair Market Value of Stock
on the date the compensation would otherwise have been paid to the grantee if
such payment had not been deferred as provided herein.  The
Administrator shall have the sole right to determine whether and under what
circumstances to permit such elections and to impose such limitations and other
terms and conditions thereon as the Administrator deems
appropriate.  Any Restricted Stock Units that are elected to be
received in lieu of cash compensation shall be fully vested, unless otherwise
provided in the Award Certificate.

     

    (c)       
Rights as a
Stockholder.  A grantee shall have the rights as a stockholder
only as to shares of Stock acquired by the grantee upon settlement of Restricted
Stock Units; provided, however, that the grantee may be credited with Dividend
Equivalent Rights with respect to the phantom stock units underlying his
Restricted Stock Units, subject to such terms and conditions as the
Administrator may determine.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (d)       Termination.  Except
as may otherwise be provided by the Administrator either in the Award
Certificate or, subject to Section 18 below, in writing after the Award is
issued, a grantee’s right in all Restricted Stock Units that have not vested
shall automatically terminate upon the grantee’s termination of employment (or
cessation of service relationship) with the Company and its Subsidiaries for any
reason.

     

    
      
        	
                SECTION
      9. 

              	
                UNRESTRICTED STOCK
      AWARDS

              


      

    

     

    Grant or Sale of
Unrestricted Stock.  The Administrator may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Administrator) an Unrestricted Stock Award under the
Plan.  Unrestricted Stock Awards may be granted in respect of past
services or other valid consideration, or in lieu of cash compensation due to
such grantee.

     

    
      
        	
                SECTION
      10. 

              	
                CASH-BASED
      AWARDS

              


      

    

     

    Grant of Cash-Based
Awards.  The Administrator may, in its sole discretion, grant
Cash-Based Awards to any grantee in such number or amount and upon such terms,
and subject to such conditions, as the Administrator shall determine at the time
of grant.  The Administrator shall determine the maximum duration of
the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains,
the conditions upon which the Cash-Based Award shall become vested or payable,
and such other provisions as the Administrator shall determine.  Each
Cash-Based Award shall specify a cash-denominated payment amount, formula or
payment ranges as determined by the Administrator.  Payment, if any,
with respect to a Cash-Based Award shall be made in accordance with the terms of
the Award and may be made in cash or in shares of Stock, as the Administrator
determines.

     

    
      
        	
                SECTION
      11. 

              	
                PERFORMANCE SHARE
      AWARDS

              


      

    

     

    (a)       
Nature of Performance Share
Awards.  The Administrator may, in its sole discretion, grant
Performance Share Awards independent of, or in connection with, the granting of
any other Award under the Plan.  The Administrator shall determine
whether and to whom Performance Share Awards shall be granted, the Performance
Goals, the periods during which performance is to be measured, which may not be
less than one year, and such other limitations and conditions as the
Administrator shall determine.

     

    (b)      
Rights as a
Stockholder.  A grantee receiving a Performance Share Award
shall have the rights of a stockholder only as to shares actually received by
the grantee under the Plan and not with respect to shares subject to the Award
but not actually received by the grantee.  A grantee shall be entitled
to receive shares of Stock under a Performance Share Award only upon
satisfaction of all conditions specified in the Performance Share Award
Certificate (or in a performance plan adopted by the
Administrator).

     

    (c) Termination.  Except
as may otherwise be provided by the Administrator either in the Award agreement
or, subject to Section 18 below, in writing after the Award is issued, a
grantee’s rights in all Performance Share Awards shall automatically terminate
upon the grantee’s termination of employment (or cessation of service
relationship) with the Company and its Subsidiaries for any reason.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    
      
        	
                SECTION
      12.

              	
                PERFORMANCE-BASED
      AWARDS TO COVERED
EMPLOYEES

              


      

    

     

    (a)       
Performance-Based
Awards.  Any employee or other key person providing services to
the Company and who is selected by the Administrator may be granted one or more
Performance-Based Awards in the form of a Restricted Stock Award, Restricted
Stock Units, Performance Share Awards or Cash-Based Award payable upon the
attainment of Performance Goals that are established by the Administrator and
relate to one or more of the Performance Criteria, in each case on a specified
date or dates or over any period or periods determined by the
Administrator.  The Administrator shall define in an objective fashion
the manner of calculating the Performance Criteria it selects to use for any
Performance Cycle.  Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual.  The Administrator, in its discretion, may
adjust or modify the calculation of Performance Goals for such Performance Cycle
in order to prevent the dilution or enlargement of the rights of an individual
(i) in the event of, or in anticipation of, any unusual or extraordinary
corporate item, transaction, event or development, (ii) in recognition of, or in
anticipation of, any other unusual or nonrecurring events affecting the Company,
or the financial statements of the Company, or (iii) in response to, or in
anticipation of, changes in applicable laws, regulations, accounting principles,
or business conditions provided however, that the Administrator may not exercise
such discretion in a manner that would increase the Performance-Based Award
granted to a Covered Employee.  Each Performance-Based Award shall
comply with the provisions set forth below.

     

    (b)      
Grant of Performance-Based
Awards.  With respect to each Performance-Based Award granted
to a Covered Employee, the Administrator shall select, within the first 90 days
of a Performance Cycle (or, if shorter, within the maximum period allowed under
Section 162(m) of the Code) the Performance Criteria for such grant, and
the Performance Goals with respect to each Performance Criterion (including a
threshold level of performance below which no amount will become payable with
respect to such Award).  Each Performance-Based Award will specify the
amount payable, or the formula for determining the amount payable, upon
achievement of the various applicable performance targets.  The
Performance Criteria established by the Administrator may be (but need not be)
different for each Performance Cycle and different Performance Goals may be
applicable to Performance-Based Awards to different Covered
Employees.

     

    (c)      
Payment of Performance-Based
Awards.  Following the completion of a Performance Cycle, the
Administrator shall meet to review and certify in writing whether, and to what
extent, the Performance Goals for the Performance Cycle have been achieved and,
if so, to also calculate and certify in writing the amount of the
Performance-Based Awards earned for the Performance Cycle.  The
Administrator shall then determine the actual size of each Covered Employee’s
Performance-Based Award, and, in doing so, may reduce or eliminate the amount of
the Performance-Based Award for a Covered Employee if, in its sole judgment,
such reduction or elimination is appropriate.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (d)      
Maximum Award
Payable.  The maximum Performance-Based Award payable to any
one Covered Employee under the Plan for a Performance Cycle is 1,000,000 shares
of Stock (subject to adjustment as provided in Section 3(b) hereof) or
$5,000,000 in the case of a Performance-Based Award that is a Cash-Based
Award.

     

    (e)      
This
Section 12 becomes applicable from and after the date compensation paid under
this Plan becomes subject to the compensation deduction limits imposed by
Section 162(m) of the Code.

     

    
      
        	
                SECTION
      13. 

              	
                DIVIDEND EQUIVALENT
      RIGHTS

              


      

    

     

    (a)      
Dividend Equivalent
Rights.  A Dividend Equivalent Right may be granted hereunder
to any grantee as a component of an award of Restricted Stock Units, Restricted
Stock Award or Performance Share Award or as a freestanding
award.  The terms and conditions of Dividend Equivalent Rights shall
be specified in the Award Certificate.  Dividend equivalents credited
to the holder of a Dividend Equivalent Right may be paid currently or may be
deemed to be reinvested in additional shares of Stock, which may thereafter
accrue additional equivalents.  Any such reinvestment shall be at Fair
Market Value on the date of reinvestment or such other price as may then apply
under a dividend reinvestment plan sponsored by the Company, if
any.  Dividend Equivalent Rights may be settled in cash or shares of
Stock or a combination thereof, in a single installment or
installments.  A Dividend Equivalent Right granted as a component of
an award of Restricted Stock Units, Restricted Stock Award or Performance Share
Award may provide that such Dividend Equivalent Right shall be settled upon
settlement or payment of, or lapse of restrictions on, such other Award, and
that such Dividend Equivalent Right shall expire or be forfeited or annulled
under the same conditions as such other Award.  A Dividend Equivalent
Right granted as a component of a Restricted Stock Units, Restricted Stock Award
or Performance Share Award may also contain terms and conditions different from
such other Award.

     

    (b)      
Interest
Equivalents.  Any Award under this Plan that is settled in
whole or in part in cash on a deferred basis may provide in the grant for
interest equivalents to be credited with respect to such cash
payment.  Interest equivalents may be compounded and shall be paid
upon such terms and conditions as may be specified by the grant.

     

    (c)       
Termination.  Except
as may otherwise be provided by the Administrator either in the Award
Certificate or, subject to Section 18 below, in writing after the Award is
issued, a grantee’s rights in all Dividend Equivalent Rights or interest
equivalents granted as a component of an award of Restricted Stock Units,
Restricted Stock Award or Performance Share Award that has not vested shall
automatically terminate upon the grantee’s termination of employment (or
cessation of service relationship) with the Company and its Subsidiaries for any
reason.

     

    
      
        	
                SECTION
      14. 

              	
                TRANSFERABILITY OF
      AWARDS

              


      

    

     

    (a)      
Transferability.  Except
as provided in Section 14(b) below, during a grantee’s lifetime, his or her
Awards shall be exercisable only by the grantee, or by the grantee’s legal
representative or guardian in the event of the grantee’s
incapacity.  No Awards shall be sold, assigned, transferred or
otherwise encumbered or disposed of by a grantee other than by will or by the
laws of descent and distribution or pursuant to a domestic relations
order.  No Awards shall be subject, in whole or in part, to
attachment, execution, or levy of any kind, and any purported transfer in
violation hereof shall be null and void.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (b)       Administrator
Action.  Notwithstanding Section 14(a), the Administrator,
in its discretion, may provide either in the Award Certificate regarding a given
Award or by subsequent written approval that the grantee (who is an employee or
director) may transfer his or her Awards (other than any Incentive Stock Options
or Restricted Stock Units) to his or her immediate family members, to trusts for
the benefit of such family members, or to partnerships in which such family
members are the only partners, provided that the transferee agrees in writing
with the Company to be bound by all of the terms and conditions of this Plan and
the applicable Award.  In no event may an Award be transferred by a
grantee for value.

     

    (c)       
Family
Member.  For purposes of Section 14(b), “family member”
shall mean a grantee’s child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the grantee’s household
(other than a tenant of the grantee), a trust in which these persons (or the
grantee) have more than 50 percent of the beneficial interest, a foundation in
which these persons (or the grantee) control the management of assets, and any
other entity in which these persons (or the grantee) own more than 50 percent of
the voting interests.

     

    (d)      
Designation of
Beneficiary.  Each grantee to whom an Award has been made under
the Plan may designate a beneficiary or beneficiaries to exercise any Award or
receive any payment under any Award payable on or after the grantee’s
death.  Any such designation shall be on a form provided for that
purpose by the Administrator and shall not be effective until received by the
Administrator.  If no beneficiary has been designated by a deceased
grantee, or if the designated beneficiaries have predeceased the grantee, the
beneficiary shall be the grantee’s estate.

     

    
      
        	
                SECTION
      15. 

              	
                TAX
      WITHHOLDING

              


      

    

     

    (a)       
Payment by
Grantee.  Each grantee shall, no later than the date as of
which the value of an Award or of any Stock or other amounts received thereunder
first becomes includable in the gross income of the grantee for Federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any
kind required by law to be withheld by the Company with respect to such
income.  The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the grantee.  The Company’s obligation to
deliver evidence of book entry (or stock certificates) to any grantee is subject
to and conditioned on tax withholding obligations being satisfied by the
grantee.

     

    (b)      
Payment in
Stock.  Subject to approval by the Administrator, a grantee may
elect to have the Company’s minimum required tax withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      
        	
                SECTION
      16. 

              	
                SECTION 409A
      AWARDS

              


      

    

     

    To the
extent that any Award is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A (a “409A Award”), the Award
shall be subject to such additional rules and requirements as specified by the
Administrator from time to time in order to comply with Section
409A.  In this regard, if any amount under a 409A Award is payable
upon a “separation from service” (within the meaning of Section 409A) to a
grantee who is then considered a “specified employee” (within the meaning of
Section 409A), then no such payment shall be made prior to the date that is the
earlier of (i) six months and one day after the grantee’s separation from
service, or (ii) the grantee’s death, but only to the extent such delay is
necessary to prevent such payment from being subject to interest, penalties
and/or additional tax imposed pursuant to Section 409A.  Further, the
settlement of any such Award may not be accelerated except to the extent
permitted by Section 409A.

     

    
      
        	
                SECTION
      17. 

              	
                TRANSFER, LEAVE OF
      ABSENCE, ETC.

              


      

    

     

    For
purposes of the Plan, the following events shall not be deemed a termination of
employment:

     

    (a)       
a
transfer to the employment of the Company from a Subsidiary or from the Company
to a Subsidiary, or from one Subsidiary to another; or

     

    (b)      
an
approved leave of absence for military service or sickness, or for any other
purpose approved by the Company, if the employee’s right to re-employment is
guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Administrator otherwise so
provides in writing.

     

    
      
        	
                SECTION
      18. 

              	
                AMENDMENTS AND
      TERMINATION

              


      

    

     

    The Board
may, at any time, amend or discontinue the Plan and the Administrator may, at
any time, amend or cancel any outstanding Award for the purpose of satisfying
changes in law or for any other lawful purpose, but no such action shall
adversely affect rights under any outstanding Award without the holder’s
consent.  The Administrator is specifically authorized to exercise its
discretion to reduce the exercise price of outstanding Stock Options or Stock
Appreciation Rights or effect repricing through cancellation and re-grants or
cancellation of Stock Options or Stock Appreciation Rights in exchange for
cash.  To the extent required under the rules of any securities
exchange or market system on which the Stock is listed, to the extent determined
by the Administrator to be required by the Code to ensure that Incentive Stock
Options granted under the Plan are qualified under Section 422 of the Code,
or to ensure that compensation earned under Awards qualifies as
performance-based compensation under Section 162(m) of the Code, Plan
amendments shall be subject to approval by the Company stockholders entitled to
vote at a meeting of stockholders.  Nothing in this Section 18
shall limit the Administrator’s authority to take any action permitted pursuant
to Section 3(b) or 3(c).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      
        	
                SECTION
      19. 

              	
                STATUS OF
      PLAN

              


      

    

     

    With
respect to the portion of any Award that has not been exercised and any payments
in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless
the Administrator shall otherwise expressly determine in connection with any
Award or Awards.  In its sole discretion, the Administrator may
authorize the creation of trusts or other arrangements to meet the Company’s
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.

     

    
      
        	
                SECTION
      20. 

              	
                GENERAL
      PROVISIONS

              


      

    

     

    (a)       
No
Distribution.  The Administrator may require each person
acquiring Stock pursuant to an Award to represent to and agree with the Company
in writing that such person is acquiring the shares without a view to
distribution thereof.

     

    (b)      
Delivery of Stock
Certificates.  Stock certificates to grantees under this Plan
shall be deemed delivered for all purposes when the Company or a stock transfer
agent of the Company shall have mailed such certificates in the United States
mail, addressed to the grantee, at the grantee’s last known address on file with
the Company.  Uncertificated Stock shall be deemed delivered for all
purposes when the Company or a Stock transfer agent of the Company shall have
given to the grantee by electronic mail (with proof of receipt) or by United
States mail, addressed to the grantee, at the grantee’s last known address on
file with the Company, notice of issuance and recorded the issuance in its
records (which may include electronic “book entry”
records).  Notwithstanding anything herein to the contrary, the
Company shall not be required to issue or deliver any certificates evidencing
shares of Stock pursuant to the exercise of any Award, unless and until the
Administrator has determined, with advice of counsel (to the extent the
Administrator deems such advice necessary or advisable), that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of
any exchange on which the shares of Stock are listed, quoted or
traded.  All Stock certificates delivered pursuant to the Plan shall
be subject to any stop-transfer orders and other restrictions as the
Administrator deems necessary or advisable to comply with federal, state or
foreign jurisdiction, securities or other laws, rules and quotation system on
which the Stock is listed, quoted or traded.  The Administrator may
place legends on any Stock certificate to reference restrictions applicable to
the Stock.  In addition to the terms and conditions provided herein,
the Administrator may require that an individual make such reasonable covenants,
agreements, and representations as the Administrator, in its discretion, deems
necessary or advisable in order to comply with any such laws, regulations, or
requirements.  The Administrator shall have the right to require any
individual to comply with any timing or other restrictions with respect to the
settlement or exercise of any Award, including a window-period limitation, as
may be imposed in the discretion of the Administrator.

     

    (c)      
Stockholder
Rights.  Until
Stock is deemed delivered in accordance with Section 20(b), no right to vote or
receive dividends or any other rights of a stockholder will exist with respect
to shares of Stock to be issued in connection with an Award, notwithstanding the
exercise of a Stock Option or any other action by the grantee with respect to an
Award.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (d)      
Other Compensation
Arrangements; No Employment Rights.  Nothing contained in this
Plan shall prevent the Board from adopting other or additional compensation
arrangements, including trusts, and such arrangements may be either generally
applicable or applicable only in specific cases.  The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.

     

    (e)      
Trading Policy
Restrictions.  Option exercises and other Awards under the Plan
shall be subject to the Company’s insider trading policies and procedures, as in
effect from time to time.

     

    (f)       
Forfeiture of Awards under
Sarbanes-Oxley Act.  If the Company is required to prepare an
accounting restatement due to the material noncompliance of the Company, as a
result of misconduct, with any financial reporting requirement under the
securities laws, then any grantee who is one of the individuals subject to
automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall
reimburse the Company for the amount of any Award received by such individual
under the Plan during the 12-month period following the first public issuance or
filing with the United States Securities and Exchange Commission, as the case
may be, of the financial document embodying such financial reporting
requirement.

     

    
      
        	
                SECTION
      21.

              	
                EFFECTIVE DATE OF
      PLAN

              


      

    

     

    This Plan
shall become effective upon stockholder approval in accordance with applicable
state law, the Company’s bylaws and articles of incorporation, and applicable
stock exchange rules or pursuant to written consent.  No grants of
Stock Options and other Awards may be made hereunder after the tenth anniversary
of the Effective Date and no grants of Incentive Stock Options may be made
hereunder after the tenth anniversary of the date the Plan is approved by the
Board.

     

    
      
        	
                SECTION
      22. 

              	
                GOVERNING
      LAW

              


      

    

     

    This Plan
and all Awards and actions taken thereunder shall be governed by, and construed
in accordance with, the laws of the State of Delaware, applied without regard to
conflict of law principles.

     

     

    
      
        
          
            	
                    DATE
      APPROVED BY BOARD OF DIRECTORS:

                  	
                    March
      12, 2010

                  
	 	 
	
                    DATE
      APPROVED BY STOCKHOLDERS:

                  	
                    [___________],
      2010

                  


          

        

      

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      Incentive
Stock Option Agreement

      under
the IntraLinks Holdings, Inc.

      2010
Equity Incentive Plan

       

      
        
          
            
              
                
                  
                    	
                            Name
      of Optionee:

                          	
                            __________________
      (the “Optionee”)

                          
	 	 
	
                            No. of Option
      Shares: 

                          	__________ Shares of Common Stock 
	 	 
	
                            Grant
      Date:

                          	
                            __________________
      (the “Grant Date”)

                          
	 	 
	
                            Expiration
      Date:

                          	
                            __________________
      (the “Expiration Date”)

                          
	 	 
	
                            Option
      Exercise Price/Share:

                          	
                            $_________________
      (the “Option Exercise
Price”)

                          


                  

                

              

            

          

        

      

       

      Pursuant
to the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”),
IntraLinks Holdings, Inc. (together with all successors thereto, the “Company”),
hereby grants to the Optionee, who is an employee of the Company or any of its
Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the
Expiration Date, or such earlier date as is specified herein, all or any part of
the number of shares of Common Stock, par value $0.001 per share (“Stock”), of
the Company indicated above (the “Option Shares”), at the Option Exercise Price
per share, subject to the terms and conditions set forth in this Incentive Stock
Option Agreement (this “Agreement”) and in the Plan.  This Stock
Option is intended to qualify as an “incentive stock option” as defined in
Section 422(b) of the Internal Revenue Code of 1986, as amended from time
to time (the “Code”).  To the extent that any portion of the Stock
Option does not so qualify, it shall be deemed a non-qualified stock
option.

       

      1. Definitions.  For the purposes
of this Agreement, the following terms shall have the following respective
meanings.  All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Plan.

       

      “Cause” means, in the
absence of any employment or similar agreement between an Optionee and the
Company or any Subsidiary otherwise defining Cause, dismissal by the Company of
the Optionee as a result of (i) the commission of any act by the Optionee
constituting financial dishonesty against the Company or any Subsidiary (which
act would be chargeable as a crime under applicable law); (ii) the Optionee’s
engaging in any other act of fraud, intentional misrepresentation, moral
turpitude, illegality or harassment; (iii) unauthorized use or disclosure by an
Optionee of any proprietary information or trade secrets of the Company or any
other party to whom the Optionee owes an obligation of nondisclosure as a result
of his or her relationship with the Company; (iv) the repeated failure by the
Optionee to follow the directives of the chief executive officer or
president of the
Company or any Subsidiary, the Board, or the board of directors or managers of
any Subsidiary; or (v) any material misconduct, violation of the Company’s or
any Subsidiary’s policies, or willful and deliberate non-performance of duty by
the Optionee in connection with the business affairs of the Company or any
Subsidiary.  In the event there is an employment or similar agreement
between an Optionee and the Company or any Subsidiary otherwise defining Cause,
“Cause” shall have the meaning provided in such agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2. Vesting, Exercisability and
Termination.

       

      (a) No
portion of this Stock Option may be exercised until such portion shall have
vested.

       

      (b) Except as
set forth below, and subject to the determination of the Administrator in its
sole discretion to accelerate the vesting schedule hereunder, this Stock Option
shall be vested and exercisable with respect to the Option Shares on the
respective dates indicated below:

       

      
        
          
            
              
                	
                        Incremental
      (Aggregate Number)

                        of Option Shares
Exercisable

                      	
                        Vesting Date

                      
	 	 
	
                        ______________
      (__%)

                      	
                        [_______________]

                      
	
                        ______________
      (__%)

                      	
                        [_______________]

                      
	
                        ______________
      (__%)

                      	
                        [_______________]

                      


              

            

          

           

        

      

      [Notwithstanding
anything herein to the contrary, in the event that this Stock Option is assumed
or continued by the Company or its successor entity in the sole discretion of
the parties to a Sale Event pursuant to Section 3(c) of the Plan and thereafter
remains in effect following such Sale Event, and within six months following
such Sale Event the Company and its Subsidiaries or successor entity terminates
the employment of the Optionee without Cause, then, as of the date upon which
the Optionee’s employment with the Company terminates, this Stock Option shall
be deemed vested and exercisable with respect to all Shares that would have been
vested under the vesting schedule set forth above had the Optionee’s employment
terminated one year after such termination date.]

       

      [For senior executives only:]
[Notwithstanding anything herein to the contrary, in the event that this Stock
Option is assumed or continued by the Company or its successor entity in the
sole discretion of the parties to a Sale Event pursuant to Section 3(c) of the
Plan and thereafter remains in effect following such Sale Event and within 12
months following such Sale Event, the Company, its Subsidiaries or its successor
entity, as the case may be, terminates the employment of the Optionee without
Cause or materially diminishes the Optionee’s duties, then, as of the date upon
which the Optionee’s employment with the Company terminates, or such earlier
date of diminution of duties, this Stock Option shall be deemed vested and
exercisable with respect to all Shares not previously vested.  If this
Stock Option is not assumed or continued by the Company or its successor entity
in any Sale Event pursuant to Section 3(c) of the Plan and this Stock Option
shall terminate in connection with such Sale Event, then immediately prior to
such Sale Event (and in any case with a reasonable enough time for the Optionee
to exercise this Stock Option prior to such Sale Event), this Stock Option shall
be deemed vested and exercisable with respect to one-half of the Option Shares
not previously vested.]

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (c) Termination.  Except
as may otherwise be provided by the Administrator, if the Optionee’s employment
with the Company or a Subsidiary is terminated, the period within which to
exercise this Stock Option may be subject to earlier termination as set forth
below:

       

      (i) Termination Due to
Death. If the Optionee’s employment terminates by reason of such
Optionee’s death, this Stock Option may be exercised, to the extent exercisable
on the date of such termination, by the Optionee, the Optionee’s legal
representative or legatee for a period of 12 months from the date of death or
until the Expiration Date, if earlier.

       

      (ii) Termination Due to
Disability.  If the Optionee’s employment terminates by reason
of such Optionee’s disability (as determined by the Administrator), this Stock
Option may be exercised, to the extent exercisable on the date of such
termination, by the Optionee, the Optionee’s legal representative or legatee for
a period of 6 months from the date of such disability or until the Expiration
Date, if earlier.

       

      (iii) Other
Termination.  If the Optionee’s employment terminates for any
reason other than death or disability, and unless otherwise determined by the
Administrator, this Stock Option may be exercised, to the extent exercisable on
the date of termination, for a period of 90 days from the date of termination or
until the Expiration Date, if earlier; provided, however, if the
Optionee’s employment is terminated for Cause, this Stock Option shall terminate
immediately upon the date of such termination.

       

      For
purposes hereof, the Administrator’s determination of the reason for termination
of the Optionee’s employment shall be conclusive and binding on the Optionee and
his or her representatives or legatees.  Any portion of this Stock
Option that is not exercisable on the date of termination of the employment
shall terminate immediately and be null and void.

       

      (d) It is
understood and intended that this Stock Option is intended to qualify as an
“incentive stock option” as defined in Section 422 of the Code to the extent
permitted under applicable law, but the Company does not represent or warrant
that this Stock Option qualifies as such.  The Optionee should consult
with his or her own tax advisors regarding the tax effects of this Stock Option
and the requirements necessary to obtain favorable income tax treatment under
Section 422 of the Code, including, but not limited to, holding period
requirements.  The Optionee understands that in order to obtain the
benefits of an incentive stock option under Section 422 of the Code, no sale or
other disposition may be made of shares of Stock for which incentive stock
option treatment is desired within the one-year period beginning on the day
after the day of the transfer of such shares of Stock to him or her, nor within
the two year period beginning on the day after the grant of this Stock Option
and further that this Stock Option must be exercised within three months after
termination of employment as an employee (or 12 months in the case of death or
disability) to qualify as an incentive stock option.  If the Optionee
disposes (whether by sale, gift, transfer or otherwise) of any such shares of
Stock within either of these periods, he or she will notify the Company within
30 days after such disposition.  The Optionee also agrees to provide
the Company with any information concerning any such dispositions required by
the Company for tax purposes.  Further, to the extent Option Shares
and any other incentive stock options of the Optionee having an aggregate Fair
Market Value in excess of $100,000 (determined as of the Grant Date) vest in any
year, such options will not qualify as incentive stock options.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      3. Exercise of Stock
Option.

       

      (a) The
Optionee may exercise this Stock Option only in the following
manner:  from time to time on or prior to the Expiration Date, the
Optionee may give written notice to the Administrator of his or her election to
purchase some or all of the Option Shares purchasable at the time of such
notice.  Such notice shall specify the number of Option Shares to be
purchased.  Payment of the purchase price for the Option Shares may be
made by one or more of the following methods:  (i) in cash, by
certified or bank check or other instrument acceptable to the Administrator;
(ii) through the delivery (or attestation to the ownership) of shares of
Stock that have been purchased by the Optionee on the open market or that have
been beneficially owned by the Optionee for at least six months (or such other
holding periods as may be required by the Administrator) and that are not then
subject to restrictions under any Company plan.  Such surrendered
shares shall be valued at Fair Market Value on the exercise date; (iii) by
the Optionee delivering to the Company a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company for the purchase
price; provided that in the event the Optionee chooses to pay the purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure; or
(iv) a combination of (i), (ii) and (iii) above.  Payment
instruments will be received subject to collection.

       

      The
transfer to the Optionee on the records of the Company or of the transfer agent
of the Option Shares will be contingent upon (i) the Company’s receipt from the
Optionee of the full purchase price for the Option Shares, as set forth above,
(ii) the fulfillment of any other requirements contained herein or in the Plan
or in any other agreement or provision of laws, and (iii) the receipt by the
Company of any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant to
the exercise of Stock Options under the Plan and any subsequent resale of the
shares of Stock will be in compliance with applicable laws and
regulations.  In the event the Optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the
number of shares of Stock transferred to the Optionee upon the exercise of the
Stock Option shall be net of the shares attested to.

       

      (b) The
shares of Stock purchased upon exercise of this Stock Option shall be
transferred to the Optionee on the records of the Company or of the transfer
agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
issuance and with the requirements hereof and of the Plan.  The
determination of the Administrator as to such compliance shall be final and
binding on the Optionee.  The Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Stock subject to this Stock Option unless and until this Stock Option shall
have been exercised pursuant to the terms hereof, the Company or the transfer
agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the
Company.  Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such shares of Stock.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (c) The
minimum number of shares with respect to which this Stock Option may be
exercised at any one time shall be 100 shares, unless the number of shares with
respect to which this Stock Option is being exercised is the total number of
shares subject to exercise under this Stock Option at the time.

       

      (d) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall
be exercisable after the Expiration Date hereof.

       

      4. Incorporation
of Plan.  Notwithstanding anything herein to the contrary, this
Stock Option shall be subject to and governed by all the terms and conditions of
the Plan, including the powers of the Administrator set forth in Section 2(b) of
the Plan.  Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified
herein.

       

      5. Transferability
of Stock Option.  This Agreement is personal to the Optionee
and is not transferable by the Optionee in any manner other than by will or by
the laws of descent and distribution.  The Stock Option may be
exercised during the Optionee’s lifetime only by the Optionee (or by the
Optionee’s guardian or personal representative in the event of the Optionee’s
incapacity).  The Optionee may elect to designate a beneficiary by
providing written notice of the name of such beneficiary to the Company, and may
revoke or change such designation at any time by filing written notice of
revocation or change with the Company; such beneficiary may exercise the
Optionee’s Stock Option in the event of the Optionee’s death to the extent
provided herein.  If the Optionee does not designate a beneficiary, or
if the designated beneficiary predeceases the Optionee, the legal representative
of the Optionee may exercise this Stock Option to the extent provided herein in
the event of the Optionee’s death.

       

      6. Withholding
Taxes.  The Optionee shall, not later than the date as of which
the exercise of this Stock Option becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event.  The Company shall
have the authority to cause the minimum required tax withholding obligation to
be satisfied, in whole or in part, by withholding from shares of Stock to be
issued to the Optionee a number of shares of Stock with an aggregate Fair Market
Value that would satisfy the withholding amount due.  The Optionee
acknowledges and agrees that the Company or any Subsidiary of the Company has
the right to deduct from payments of any kind otherwise due to the Optionee, or
from the Option Shares to be issued in respect of an exercise of this Stock
Option, any federal, state or local taxes of any kind required by law to be
withheld with respect to the issuance of Option Shares to the
Optionee.

       

      7. Noncompetition,
etc.  For purposes of
this Section 7, references to the “Company” shall include, individually and
collectively, the Company and its Subsidiaries and affiliates and its/their
respective predecessors, successors and assigns.  As a condition of
the Optionee’s continued employment and in consideration of this Stock Option,
the Optionee hereby expressly agrees to be bound by the following covenants,
terms and conditions.  The Optionee hereby acknowledges and agrees
that he or she has had and/or will have access to trade secrets, proprietary and
confidential information relating to the Company and its 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 salesforce.com or other CRM system
data) maintained by the Company or the Optionee), and details of programs and
methods, potential and actual acquisitions, divestitures and joint ventures,
pricing policies, strategies, terms of service, business and product plans, cost
information and software, in each case of the Company and/or its respective
clients.  Accordingly, the Optionee voluntarily enters into the
following covenants to provide the Company with reasonable protection of those
and other valuable interests of the Company:

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (a) Notwithstanding
anything in this Agreement to the contrary, the Optionee agrees that during the
term of his employment and any other professional services relationship with the
Company and for [12
months] from the later of the date of termination of the Optionee’s
employment or other professional services relationship with the Company (the
“Post-Termination Period”),  the Optionee shall not, alone or as an
employee, officer, director, agent, shareholder (other than an owner of
one-percent or less of the outstanding shares of any publicly-traded company),
consult, partner, member, owner or in any other capacity, directly or
indirectly:

       

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

       

      (ii) solicit
or provide services to any Clients, as defined below, of the Company on his own
behalf or on behalf of any third party, in furtherance of any Competitive
Activity.  For purposes of this Section 7, “Client” shall mean any
current or former customer of the Company or user of the Company’s services or
software during the term of the Optionee’s employment with the Company,
including but not limited to, with respect to such customers, for any reason, at
anytime during the term of the Optionee’s employment with the
Company:

       

      (A) The
Optionee performed services whether conducted in person, by telephone or online)
on behalf of the Company;

       

      (B) The
Optionee had substantial contact; or

       

      (C) The
Optionee acquired or had access to trade secrets or other confidential or
proprietary information relating to such customer as a result of the Optionee’s
employment with the Company;

       

      (iii) encourage,
participate in or solicit any employee or consultant of the Company to engage in
Competitive Activity or to accept employment with any third party engaged in
Competitive Activity.  This subsection 7(a)(iii) shall be limited to
employees and consultants who: (1) are current employees or consultants; or (2)
left the employment of the Company or whose provision of services to the Company
terminated within the 12 month period prior to the Optionee’s termination of
employment with the Company for any reason; and

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (iv) for
purposes of this Agreement, “Competitive Activity” shall mean participating
in:

       

      (A) any
business in competition with the Company organized or operating under any of the
following names:  [Insert Competitors];
and/or

       

      (B) any
offering, sale, licensing or provision by any entity of any software,
application service or system, in direct or indirect competition with the
Company’s offerings and including, but not limited to, electronic or digital
document repositories for facilitating transactional due diligence, mergers,
acquisitions, divestitures, financing, investments, investor relations,
corporate records and corporate governance documents, research and development,
clinical trials or other business processes for which the Company’s products or
services are or have been used during the 12 month period preceding termination
of the Optionee’s employment for any reason; and/or

       

      (C) any
business that develops, manufactures or markets any products or performs any
services that are otherwise competitive with the products or services
of  the Company or any of the products or services that the Company
has under development or that are subject to active planning at any time during
the 12 month period immediately preceding the termination of the Optionee’s
professional services to the Company.

       

      (b) The
Optionee agrees that the foregoing restrictions are reasonable and justified in
light of: (i) the nature of  the Company’s business and customers;
(ii) the confidential and proprietary information to which the Optionee has had
and will have exposure and access during the course of his professional
relationship with the Company; and (iii) the need for the adequate protection of
the business and the goodwill of the Company.  In the event any
restriction in this Section 7 is deemed to be invalid or unenforceable by any
court of competent jurisdiction, the Optionee agrees to the reduction of said
restriction to such period or scope that such court deems reasonable and
enforceable.

       

      (c) The
Optionee acknowledges and agrees that any breach of this Section 7 shall cause
the Company immediate, substantial and irreparable harm and therefore, in the
event of any such breach, the Optionee agrees that the Company may terminate or
suspend severance payments to the Optionee and that the Optionee shall
immediately forfeit any equity compensation granted, vested and unvested, that
have not previously been exercised and, in addition to any other remedies which
may be available, the Company shall have the right to seek specific performance
and injunctive relief, without the need to post a bond or other
security.

       

      (d) The
Optionee acknowledges and agrees that the provisions of this Section 7 are in
addition to, and not in lieu of, any non-solicitation, non-competition,
confidentiality, nonraid and/or similar obligations which the Optionee may have
with respect to the Company, whether by agreement, fiduciary obligation or
otherwise.  Without in any way limiting the provisions of this Section
7, the Optionee further acknowledges and agrees that the provisions of this
Section 7 shall remain applicable in accordance with their terms after the date
of termination of the Optionee’s employment, regardless of whether the
Optionee’s termination or cessation of employment is voluntary or
involuntary.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (e) During
and after the term of the Optionee’s employment with the Company, the Optionee
covenants and agrees that he will not disclose to anyone without the Company’s
prior written consent, any proprietary and confidential materials, documents,
records or other non-public information of any type whatsoever concerning or
relating to the business and affairs of the Company which the Optionee may have
acquired in the course of his employment hereunder, including but not limited
to:  (i) trade secrets of the Company; (ii) lists of and/or
information concerning current, former, and/or prospective customers or clients
of the Company; (iii) marketing data and financial information; (iv) information
regarding potential and actual acquisitions, divestitures and joint ventures,
(v) pricing policies, strategies, terms of service, business and product plans,
cost information and software; and (vi) information relating to programs and
methods of doing business (including information concerning operations,
technology and systems) in use or contemplated use by the Company and not
generally known among the Company’s competitors, except to the extent such
disclosure is required by law, regulation or legal process.

       

      (f) During
and after the Optionee’s employment, the Optionee shall cooperate fully with the
Company in the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of the Company which
relate to events or occurrences that transpired while the Optionee was employed
by the Company.  The Optionee’s full cooperation in connection with
such claims or actions shall include, but not be limited to, being available to
meet with counsel to prepare for discovery or trial and to act as a witness on
behalf of the Company at mutually convenient times.  During and after
the Optionee’s employment, the Optionee also shall cooperate fully with the
Company in connection with any investigation or review of any federal, state or
local regulatory authority as any such investigation or review relates to events
or occurrences that transpired while the Optionee was employed by the
Company.  The Company shall reimburse the Optionee for any reasonable
out-of-pocket expenses incurred in connection with the Optionee’s performance of
obligations pursuant to this Section 7(f).

       

      (g) The
Optionee acknowledges and agrees that his breach of any provision of this
Section 7 (collectively the “Restrictive Covenants”) would result in irreparable
injury and damage for which money damages do not provide adequate
remedy.  Therefore, if the Optionee breaches or threatens to commit a
breach of any Restrictive Covenant, the Company shall have the following rights
and remedies (in accordance with applicable law and upon compliance with any
necessary prerequisites imposed by law upon the availability of such remedies),
each of which rights and remedies shall be independent of the other and
severally enforceable, and all of which rights and remedies shall be in addition
to, and not in lieu of, any other rights and remedies available to Company under
law or in equity (including, without limitation, the recovery of
damages):

       

      (i) 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 the Optionee of
restraining orders and injunctions (preliminary, mandatory, temporary and
permanent) against violations, threatened or actual, and whether or not then
continuing, of such covenants;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (ii) To
require the Optionee 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 severance pay, annual salary, expenses
or vacation); and

       

      (iii) To
require the Optionee to account for and pay over to the Company 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 the
Optionee shall account for and pay over the Profits to the Company.

       

      Without
in any way limiting the provisions of this Section 7, the Optionee further
acknowledges and agrees that the provisions of this Section 7 shall remain
applicable in accordance with their terms after the date of termination of the
Optionee’s employment, regardless of whether: (i) the Optionee’s termination or
cessation of employment is voluntary or involuntary; and (ii) any Option Shares
are not vested or will not vest.   In addition, notwithstanding
anything in this Agreement, the provisions of this Section 7 shall survive a
Sale Event and the vesting in full of the Option Shares.

       

      8. Miscellaneous
Provisions.

       

      (a) Change and
Modifications.  This Agreement may not be orally changed,
modified or terminated, nor shall any oral waiver of any of its terms be
effective.  This Agreement may be changed, modified or terminated only
by an agreement in writing signed by the Company and the Optionee.

       

      (b) Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of Delaware without regard to conflict of law
principles.

       

      (c) Headings.  The
headings are intended only for convenience in finding the subject matter and do
not constitute part of the text of this Agreement and shall not be considered in
the interpretation of this Agreement.

       

      (d) Saving
Clause.  If any provision(s) of this Agreement shall be
determined to be illegal or unenforceable, such determination shall in no manner
affect the legality or enforceability of any other provision
hereof.

       

      (e) Notices.  All
notices, requests, consents and other communications shall be in writing and be
deemed given when delivered personally, by telex or facsimile transmission or
when received if mailed by first class registered or certified mail, postage
prepaid.  Notices to the Company or the Optionee shall be addressed as
set forth underneath their signatures below, or to such other address or
addresses as may have been furnished by such party in writing to the
other.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (f) No Obligation to Continue
Employment.  Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the
Optionee in employment and neither the Plan nor this Agreement shall interfere
in any way with the right of the Company or any Subsidiary to terminate the
employment of the Optionee at any time.

       

      (g) Benefit and Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, permitted
assigns, and legal representatives.  The Company has the right to
assign this Agreement, and such assignee shall become entitled to all the rights
of the Company hereunder to the extent of such assignment.

       

      (h) Dispute
Resolution.  Except as provided below or in Section 7, above,
all disputes, claims, or controversies arising out of or relating to this
Agreement, or the negotiation, validity or performance hereof or the
transactions contemplated hereby, that are not resolved by mutual agreement
shall be resolved solely and exclusively by binding arbitration to be conducted
before J.A.M.S./Endispute, Inc. or its successor.  The parties
understand and agree that this arbitration provision shall apply equally to
claims of fraud or fraud in the inducement.  The arbitration shall be
held in New York City, New York before a single arbitrator and shall be
conducted in accordance with the rules and regulations promulgated by
J.A.M.S./Endispute, Inc. unless specifically modified herein.

       

      The
parties covenant and agree that the arbitration shall commence within 120 days
of the date on which a written demand for arbitration is filed by any party
hereto.  In connection with the arbitration proceeding, the arbitrator
shall have the power to order the production of documents by each party and any
third-party witnesses.  In addition, each party may take up to three
depositions as of right, and the arbitrator may in his or her discretion allow
additional depositions upon good cause shown by the moving
party.  However, the arbitrator shall not have the power to order the
answering of interrogatories or the response to requests for
admission.  In connection with any arbitration, each party shall
provide to the other, no later than 14 business days before the date of the
arbitration, the identity of all persons that may testify at the arbitration, a
copy of all documents that may be introduced at the arbitration or considered or
used by a party’s witness or expert, and a summary of the expert’s opinions and
the basis for said opinions.  The arbitrator’s decision and award
shall be made and delivered within 60 days of the conclusion of the
arbitration.  The arbitrator’s decision shall set forth a reasoned
basis for any award of damages or finding of liability.  The
arbitrator shall not have power to award damages in excess of actual
compensatory damages and shall not multiply actual damages or award punitive
damages or any other damages that are specifically excluded under this
Agreement, and each party hereby irrevocably waives any claim to such
damages.

       

      The
parties covenant and agree that they will participate in the arbitration in good
faith and that they will share equally its costs, except as otherwise provided
herein.  The arbitrator may in his or her discretion assess costs and
expenses (including the reasonable legal fees and expenses of the prevailing
party) against any party to a proceeding.  Any party unsuccessfully
refusing to comply with an order of the arbitrators shall be liable for costs
and expenses, including attorneys’ fees, incurred by the other party in
enforcing the award.  This Section applies equally to requests for
temporary, preliminary or permanent injunctive relief, except that in the case
of temporary or preliminary injunctive relief any party may proceed in court
without prior arbitration for the limited purpose of avoiding immediate and
irreparable harm.  The provisions of this Section shall be enforceable
in any court of competent jurisdiction.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      Subject
to the second sentence of the immediately preceding paragraph, the parties shall
bear their own attorneys’ fees, costs and expenses in connection with the
arbitration.  The parties will share equally in the fees and expenses
charged by J.A.M.S./Endispute, Inc.

       

      Each of
the parties hereto irrevocably and unconditionally consents to the exclusive
jurisdiction of J.A.M.S./Endispute, Inc. to resolve all disputes, claims or
controversies arising out of or relating to this Agreement or any other
agreement executed and delivered pursuant to this Agreement or the negotiation,
validity or performance hereof and thereof or the transactions contemplated
hereby and thereby and further consents to the jurisdiction of the courts of New
York for the purposes of enforcing the arbitration provisions of this
Section.  Each party further irrevocably waives any objection to
proceeding before J.A.M.S./Endispute, Inc. based upon lack of personal
jurisdiction or to the laying of venue and further irrevocably and
unconditionally waives and agrees not to make a claim in any court that
arbitration before J.A.M.S./Endispute, Inc. has been brought in an inconvenient
forum.  Each of the parties hereto hereby consents to service of
process by registered mail at the address to which notices are to be
given.  Each of the parties hereto agrees that its or his submission
to jurisdiction and its or his consent to service of process by mail is made for
the express benefit of the other parties hereto.

       

      (i) Counterparts.  For
the convenience of the parties and to facilitate execution, this Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
document.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned as of the date first above
written.

      


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	INTRALINKS
      HOLDINGS, INC.	 
	 	 	 	 
	 	 	 	 
	
                                                       

                                                    	
                                                      By:
      

                                                    	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 
	 	Address:	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned as of the date first above
written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 	OPTIONEE:	 
	 	 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	
                                                                      	 	
                                                                         

                                                                      	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      [SPOUSE’S
CONSENT1

      I
acknowledge that I have read the

      foregoing
Incentive Stock Option Agreement

      and
understand the contents thereof.

       

       

      ___________________________________________]

      


       

      
        
          

        

        1 A
spouse’s consent is required only if the Optionee’s state of residence is one of
the following community property states:  Arizona, California, Idaho,
Louisiana, New Mexico, Nevada, Texas, Washington and Wisconsin (check WI
statute).

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        
           

          Non-Qualified
Stock Option Agreement

          under
the IntraLinks Holdings, Inc.

          2010
Equity Incentive Plan

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Name
      of Optionee:

                                          	
                                            __________________
      (the “Optionee”)

                                          
	 	 
	
                                            No. of Option
      Shares:

                                          	
                                            __________
      Shares of Common Stock

                                          
	 	 
	
                                            Grant
      Date:

                                          	
                                            _________________
      (the “Grant Date”)

                                          
	 	 
	
                                            Expiration
      Date:

                                          	
                                            __________________
      (the “Expiration Date”)

                                          
	 	 
	
                                            Option
      Exercise Price/Share:

                                          	
                                            $_________________
      (the “Option Exercise
Price”)

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                     

                  

                

              

            

          

          Pursuant
to the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”),
IntraLinks Holdings, Inc. (together with all successors thereto, the “Company”),
hereby grants to the Optionee, who is an employee of the Company or any of its
Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the
Expiration Date, or such earlier date as is specified herein, all or any part of
the number of shares of Common Stock, par value $0.001 per share (“Stock”), of
the Company indicated above (the “Option Shares”), at the Option Exercise Price
per share, subject to the terms and conditions set forth in this Non-Qualified
Stock Option Agreement (this “Agreement”) and in the Plan.  This Stock
Option is not intended to qualify as an “incentive stock option” as defined in
Section 422(b) of the Internal Revenue Code of 1986, as amended from time
to time (the “Code”).

           

          1. Definitions.  For the purposes
of this Agreement, the following terms shall have the following respective
meanings.  All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Plan.

           

          “Cause” means, in the
absence of any employment or similar agreement between an Optionee and the
Company or any Subsidiary otherwise defining Cause, dismissal by the Company of
the Optionee as a result of (i) the commission of any act by the Optionee
constituting financial dishonesty against the Company or any Subsidiary (which
act would be chargeable as a crime under applicable law); (ii) the Optionee’s
engaging in any other act of fraud, intentional misrepresentation, moral
turpitude, illegality or harassment; (iii) unauthorized use or disclosure by an
Optionee of any proprietary information or trade secrets of the Company or any
other party to whom the Optionee owes an obligation of nondisclosure as a result
of his or her relationship with the Company; (iv) the repeated failure by the
Optionee to follow the directives of the chief executive officer or
president of the
Company or any Subsidiary, the Board, or the board of directors or managers of
any Subsidiary; or (v) any material misconduct, violation of the Company’s or
any Subsidiary’s policies, or willful and deliberate non-performance of duty by
the Optionee in connection with the business affairs of the Company or any
Subsidiary.  In the event there is an employment or similar agreement
between an Optionee and the Company or any Subsidiary otherwise defining Cause,
“Cause” shall have the meaning provided in such agreement.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          2. Vesting, Exercisability and
Termination.

           

          (a) No
portion of this Stock Option may be exercised until such portion shall have
vested.

           

          (b) Except as
set forth below, and subject to the determination of the Administrator in its
sole discretion to accelerate the vesting schedule hereunder, this Stock Option
shall be vested and exercisable with respect to the Option Shares on the
respective dates indicated below:

           

          
            
              
                
                  	
                          Incremental
      (Aggregate Number)

                          of Option Shares
Exercisable

                        	
                          Vesting Date

                        
	 	 
	
                          ______________
      (__%)

                        	
                          [_______________]

                        
	
                          ______________
      (__%)

                        	
                          [_______________]

                        
	
                          ______________
      (__%)

                        	
                          [_______________]

                        


                

              

            

          

           

          [Notwithstanding
anything herein to the contrary, in the event that this Stock Option is assumed
or continued by the Company or its successor entity in the sole discretion of
the parties to a Sale Event pursuant to Section 3(c) of the Plan and thereafter
remains in effect following such Sale Event, and within six months following
such Sale Event the Company and its Subsidiaries or successor entity terminates
the employment of the Optionee without Cause, then, as of the date upon which
the Optionee’s employment with the Company terminates, this Stock Option shall
be deemed vested and exercisable with respect to all Shares that would have been
vested under the vesting schedule set forth above had the Optionee’s employment
terminated one year after such termination date.]

           

          [For senior executives only:]
[Notwithstanding anything herein to the contrary, in the event that this Stock
Option is assumed or continued by the Company or its successor entity in the
sole discretion of the parties to a Sale Event pursuant to Section 3(c) of the
Plan and thereafter remains in effect following such Sale Event and within 12
months following such Sale Event, the Company, its Subsidiaries or its successor
entity, as the case may be, terminates the employment of the Optionee without
Cause or materially diminishes the Optionee’s duties, then, as of the date upon
which the Optionee’s employment with the Company terminates, or such earlier
date of diminution of duties, this Stock Option shall be deemed vested and
exercisable with respect to all Shares not previously vested.  If this
Stock Option is not assumed or continued by the Company or its successor entity
in any Sale Event pursuant to Section 3(c) of the Plan and this Stock Option
shall terminate in connection with such Sale Event, then immediately prior to
such Sale Event (and in any case with a reasonable enough time for the Optionee
to exercise this Stock Option prior to such Sale Event), this Stock Option shall
be deemed vested and exercisable with respect to one-half of the Option Shares
not previously vested.]

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

          (c) Termination.  Except
as may otherwise be provided by the Administrator, if the Optionee’s employment
with the Company or a Subsidiary is terminated, the period within which to
exercise this Stock Option may be subject to earlier termination as set forth
below:

           

          (i) Termination Due to
Death. If the Optionee’s employment terminates by reason of such
Optionee’s death, this Stock Option may be exercised, to the extent exercisable
on the date of such termination, by the Optionee, the Optionee’s legal
representative or legatee for a period of 12 months from the date of death or
until the Expiration Date, if earlier.

           

          (ii) Termination Due to
Disability.  If the Optionee’s employment terminates by reason
of such Optionee’s disability (as determined by the Administrator), this Stock
Option may be exercised, to the extent exercisable on the date of such
termination, by the Optionee, the Optionee’s legal representative or legatee for
a period of 6 months from the date of such disability or until the Expiration
Date, if earlier.

           

          (iii) Other
Termination.  If the Optionee’s employment terminates for any
reason other than death or disability, and unless otherwise determined by the
Administrator, this Stock Option may be exercised, to the extent exercisable on
the date of termination, for a period of 90 days from the date of termination or
until the Expiration Date, if earlier; provided, however, if the
Optionee’s employment is terminated for Cause, this Stock Option shall terminate
immediately upon the date of such termination.

           

          For
purposes hereof, the Administrator’s determination of the reason for termination
of the Optionee’s employment shall be conclusive and binding on the Optionee and
his or her representatives or legatees.  Any portion of this Stock
Option that is not exercisable on the date of termination of the employment
shall terminate immediately and be null and void.

           

          3. Exercise of Stock
Option.

           

          (a) The
Optionee may exercise this Stock Option only in the following
manner:  from time to time on or prior to the Expiration Date, the
Optionee may give written notice to the Administrator of his or her election to
purchase some or all of the Option Shares purchasable at the time of such
notice.  Such notice shall specify the number of Option Shares to be
purchased.  Payment of the purchase price for the Option Shares may be
made by one or more of the following methods:  (i) in cash, by
certified or bank check or other instrument acceptable to the Administrator;
(ii) through the delivery (or attestation to the ownership) of shares of
Stock that have been purchased by the Optionee on the open market or that have
been beneficially owned by the Optionee for at least six months (or such other
holding periods as may be required by the Administrator) and that are not then
subject to restrictions under any Company plan.  Such surrendered
shares shall be valued at Fair Market Value on the exercise date; (iii) by
the Optionee delivering to the Company a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company for the purchase
price; provided that in the event the Optionee chooses to pay the purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure; (iv) by
a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Stock issuable upon exercise by the largest whole number of
shares with a Fair Market Value that does not exceed the aggregate exercise
price; or (v) a combination of (i), (ii), (iii) and (iv)
above.  Payment instruments will be received subject to
collection.

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

          The
transfer to the Optionee on the records of the Company or of the transfer agent
of the Option Shares will be contingent upon (i) the Company’s receipt from the
Optionee of the full purchase price for the Option Shares, as set forth above,
(ii) the fulfillment of any other requirements contained herein or in the Plan
or in any other agreement or provision of laws, and (iii) the receipt by the
Company of any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant to
the exercise of Stock Options under the Plan and any subsequent resale of the
shares of Stock will be in compliance with applicable laws and
regulations.  In the event the Optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the
number of shares of Stock transferred to the Optionee upon the exercise of the
Stock Option shall be net of the shares attested to.

           

          (b) The
shares of Stock purchased upon exercise of this Stock Option shall be
transferred to the Optionee on the records of the Company or of the transfer
agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
issuance and with the requirements hereof and of the Plan.  The
determination of the Administrator as to such compliance shall be final and
binding on the Optionee.  The Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Stock subject to this Stock Option unless and until this Stock Option shall
have been exercised pursuant to the terms hereof, the Company or the transfer
agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the
Company.  Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such shares of Stock.

           

          (c) The
minimum number of shares with respect to which this Stock Option may be
exercised at any one time shall be 100 shares, unless the number of shares with
respect to which this Stock Option is being exercised is the total number of
shares subject to exercise under this Stock Option at the time.

           

          (d) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall
be exercisable after the Expiration Date hereof.

           

          4. Incorporation
of Plan.  Notwithstanding anything herein to the contrary, this
Stock Option shall be subject to and governed by all the terms and conditions of
the Plan, including the powers of the Administrator set forth in Section 2(b) of
the Plan.  Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified
herein.

           

          5. Transferability
of Stock Option.  This Agreement is personal to the Optionee
and is not transferable by the Optionee in any manner other than by will or by
the laws of descent and distribution.  The Stock Option may be
exercised during the Optionee’s lifetime only by the Optionee (or by the
Optionee’s guardian or personal representative in the event of the Optionee’s
incapacity).  The Optionee may elect to designate a beneficiary by
providing written notice of the name of such beneficiary to the Company, and may
revoke or change such designation at any time by filing written notice of
revocation or change with the Company; such beneficiary may exercise the
Optionee’s Stock Option in the event of the Optionee’s death to the extent
provided herein.  If the Optionee does not designate a beneficiary, or
if the designated beneficiary predeceases the Optionee, the legal representative
of the Optionee may exercise this Stock Option to the extent provided herein in
the event of the Optionee’s death.

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

          6. Withholding
Taxes.  The Optionee shall, not later than the date as of which
the exercise of this Stock Option becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event.  The Company shall
have the authority to cause the minimum required tax withholding obligation to
be satisfied, in whole or in part, by withholding from shares of Stock to be
issued to the Optionee a number of shares of Stock with an aggregate Fair Market
Value that would satisfy the withholding amount due.  The Optionee
acknowledges and agrees that the Company or any Subsidiary of the Company has
the right to deduct from payments of any kind otherwise due to the Optionee, or
from the Option Shares to be issued in respect of an exercise of this Stock
Option, any federal, state or local taxes of any kind required by law to be
withheld with respect to the issuance of Option Shares to the
Optionee.

           

          7. Noncompetition,
etc.  For purposes of
this Section 7, references to the “Company” shall include, individually and
collectively, the Company and its Subsidiaries and affiliates and its/their
respective predecessors, successors and assigns.  As a condition of
the Optionee’s continued employment and in consideration of this Stock Option,
the Optionee hereby expressly agrees to be bound by the following covenants,
terms and conditions.  The Optionee hereby acknowledges and agrees
that he or she has had and/or will have access to trade secrets, proprietary and
confidential information relating to the Company and its 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 salesforce.com or other CRM system
data) maintained by the Company or the Optionee), and details of programs and
methods, potential and actual acquisitions, divestitures and joint ventures,
pricing policies, strategies, terms of service, business and product plans, cost
information and software, in each case of the Company and/or its respective
clients.  Accordingly, the Optionee voluntarily enters into the
following covenants to provide the Company with reasonable protection of those
and other valuable interests of the Company:

           

          (a) Notwithstanding
anything in this Agreement to the contrary, the Optionee agrees that during the
term of his employment and any other professional services relationship with the
Company and for [12
months] from the later of the date of termination of the Optionee’s
employment or other professional services relationship with the Company (the
“Post-Termination Period”),  the Optionee shall not, alone or as an
employee, officer, director, agent, shareholder (other than an owner of
one-percent or less of the outstanding shares of any publicly-traded company),
consult, partner, member, owner or in any other capacity, directly or
indirectly:

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

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

           

          (ii) solicit
or provide services to any Clients, as defined below, of the Company on his own
behalf or on behalf of any third party, in furtherance of any Competitive
Activity.  For purposes of this Section 7, “Client” shall mean any
current or former customer of the Company or user of the Company’s services or
software during the term of the Optionee’s employment with the Company,
including but not limited to, with respect to such customers, for any reason, at
anytime during the term of the Optionee’s employment with the
Company:

           

          (A) The
Optionee performed services whether conducted in person, by telephone or online)
on behalf of the Company;

           

          (B) The
Optionee had substantial contact; or

           

          (C) The
Optionee acquired or had access to trade secrets or other confidential or
proprietary information relating to such customer as a result of the Optionee’s
employment with the Company;

           

          (iii) encourage,
participate in or solicit any employee or consultant of the Company to engage in
Competitive Activity or to accept employment with any third party engaged in
Competitive Activity.  This subsection 7(a)(iii) shall be limited to
employees and consultants who: (1) are current employees or consultants; or (2)
left the employment of the Company or whose provision of services to the Company
terminated within the 12 month period prior to the Optionee’s termination of
employment with the Company for any reason; and

           

          (iv) for
purposes of this Agreement, “Competitive Activity” shall mean participating
in:

           

          (A) any
business in competition with the Company organized or operating under any of the
following names:  [Insert Competitors];
and/or

           

          (B) any
offering, sale, licensing or provision by any entity of any software,
application service or system, in direct or indirect competition with the
Company’s offerings and including, but not limited to, electronic or digital
document repositories for facilitating transactional due diligence, mergers,
acquisitions, divestitures, financing, investments, investor relations,
corporate records and corporate governance documents, research and development,
clinical trials or other business processes for which the Company’s products or
services are or have been used during the 12 month period preceding termination
of the Optionee’s employment for any reason; and/or

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

          (C) any
business that develops, manufactures or markets any products or performs any
services that are otherwise competitive with the products or services
of  the Company or any of the products or services that the Company
has under development or that are subject to active planning at any time during
the 12 month period immediately preceding the termination of the Optionee’s
professional services to the Company.

           

          (b) The
Optionee agrees that the foregoing restrictions are reasonable and justified in
light of: (i) the nature of  the Company’s business and customers;
(ii) the confidential and proprietary information to which the Optionee has had
and will have exposure and access during the course of his professional
relationship with the Company; and (iii) the need for the adequate protection of
the business and the goodwill of the Company.  In the event any
restriction in this Section 7 is deemed to be invalid or unenforceable by any
court of competent jurisdiction, the Optionee agrees to the reduction of said
restriction to such period or scope that such court deems reasonable and
enforceable.

           

          (c) The
Optionee acknowledges and agrees that any breach of this Section 7 shall cause
the Company immediate, substantial and irreparable harm and therefore, in the
event of any such breach, the Optionee agrees that the Company may terminate or
suspend severance payments to the Optionee and that the Optionee shall
immediately forfeit any equity compensation granted, vested and unvested, that
have not previously been exercised and, in addition to any other remedies which
may be available, the Company shall have the right to seek specific performance
and injunctive relief, without the need to post a bond or other
security.

           

          (d) The
Optionee acknowledges and agrees that the provisions of this Section 7 are in
addition to, and not in lieu of, any non-solicitation, non-competition,
confidentiality, nonraid and/or similar obligations which the Optionee may have
with respect to the Company, whether by agreement, fiduciary obligation or
otherwise.  Without in any way limiting the provisions of this Section
7, the Optionee further acknowledges and agrees that the provisions of this
Section 7 shall remain applicable in accordance with their terms after the date
of termination of the Optionee’s employment, regardless of whether the
Optionee’s termination or cessation of employment is voluntary or
involuntary.

           

          (e) During
and after the term of the Optionee’s employment with the Company, the Optionee
covenants and agrees that he will not disclose to anyone without the Company’s
prior written consent, any proprietary and confidential materials, documents,
records or other non-public information of any type whatsoever concerning or
relating to the business and affairs of the Company which the Optionee may have
acquired in the course of his employment hereunder, including but not limited
to:  (i) trade secrets of the Company; (ii) lists of and/or
information concerning current, former, and/or prospective customers or clients
of the Company; (iii) marketing data and financial information; (iv) information
regarding potential and actual acquisitions, divestitures and joint ventures,
(v) pricing policies, strategies, terms of service, business and product plans,
cost information and software; and (vi) information relating to programs and
methods of doing business (including information concerning operations,
technology and systems) in use or contemplated use by the Company and not
generally known among the Company’s competitors, except to the extent such
disclosure is required by law, regulation or legal process.

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

          (f) During
and after the Optionee’s employment, the Optionee shall cooperate fully with the
Company in the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of the Company which
relate to events or occurrences that transpired while the Optionee was employed
by the Company.  The Optionee’s full cooperation in connection with
such claims or actions shall include, but not be limited to, being available to
meet with counsel to prepare for discovery or trial and to act as a witness on
behalf of the Company at mutually convenient times.  During and after
the Optionee’s employment, the Optionee also shall cooperate fully with the
Company in connection with any investigation or review of any federal, state or
local regulatory authority as any such investigation or review relates to events
or occurrences that transpired while the Optionee was employed by the
Company.  The Company shall reimburse the Optionee for any reasonable
out-of-pocket expenses incurred in connection with the Optionee’s performance of
obligations pursuant to this Section 7(f).

           

          (g) The
Optionee acknowledges and agrees that his breach of any provision of this
Section 7 (collectively the “Restrictive Covenants”) would result in irreparable
injury and damage for which money damages do not provide adequate
remedy.  Therefore, if the Optionee breaches or threatens to commit a
breach of any Restrictive Covenant, the Company shall have the following rights
and remedies (in accordance with applicable law and upon compliance with any
necessary prerequisites imposed by law upon the availability of such remedies),
each of which rights and remedies shall be independent of the other and
severally enforceable, and all of which rights and remedies shall be in addition
to, and not in lieu of, any other rights and remedies available to Company under
law or in equity (including, without limitation, the recovery of
damages):

           

          (i) 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 the Optionee of
restraining orders and injunctions (preliminary, mandatory, temporary and
permanent) against violations, threatened or actual, and whether or not then
continuing, of such covenants;

           

          (ii) To
require the Optionee 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 severance pay, annual salary, expenses
or vacation); and

           

          (iii) To
require the Optionee to account for and pay over to the Company 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 the
Optionee shall account for and pay over the Profits to the Company.

           

          Without
in any way limiting the provisions of this Section 7, the Optionee further
acknowledges and agrees that the provisions of this Section 7 shall remain
applicable in accordance with their terms after the date of termination of the
Optionee’s employment, regardless of whether: (i) the Optionee’s termination or
cessation of employment is voluntary or involuntary; and (ii) any Option Shares
are not vested or will not vest.   In addition, notwithstanding
anything in this Agreement, the provisions of this Section 7 shall survive a
Sale Event and the vesting in full of the Option Shares.

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

          8. Miscellaneous
Provisions.

           

          (a) Change and
Modifications.  This Agreement may not be orally changed,
modified or terminated, nor shall any oral waiver of any of its terms be
effective.  This Agreement may be changed, modified or terminated only
by an agreement in writing signed by the Company and the Optionee.

           

          (b) Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of Delaware without regard to conflict of law
principles.

           

          (c) Headings.  The
headings are intended only for convenience in finding the subject matter and do
not constitute part of the text of this Agreement and shall not be considered in
the interpretation of this Agreement.

           

          (d) Saving
Clause.  If any provision(s) of this Agreement shall be
determined to be illegal or unenforceable, such determination shall in no manner
affect the legality or enforceability of any other provision
hereof.

           

          (e) Notices.  All
notices, requests, consents and other communications shall be in writing and be
deemed given when delivered personally, by telex or facsimile transmission or
when received if mailed by first class registered or certified mail, postage
prepaid.  Notices to the Company or the Optionee shall be addressed as
set forth underneath their signatures below, or to such other address or
addresses as may have been furnished by such party in writing to the
other.

           

          (f) No Obligation to Continue
Employment.  Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the
Optionee in employment and neither the Plan nor this Agreement shall interfere
in any way with the right of the Company or any Subsidiary to terminate the
employment of the Optionee at any time.

           

          (g) Benefit and Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, permitted
assigns, and legal representatives.  The Company has the right to
assign this Agreement, and such assignee shall become entitled to all the rights
of the Company hereunder to the extent of such assignment.

           

          (h) Dispute
Resolution.  Except as provided below or in Section 7, above,
all disputes, claims, or controversies arising out of or relating to this
Agreement, or the negotiation, validity or performance hereof or the
transactions contemplated hereby, that are not resolved by mutual agreement
shall be resolved solely and exclusively by binding arbitration to be conducted
before J.A.M.S./Endispute, Inc. or its successor.  The parties
understand and agree that this arbitration provision shall apply equally to
claims of fraud or fraud in the inducement.  The arbitration shall be
held in New York City, New York before a single arbitrator and shall be
conducted in accordance with the rules and regulations promulgated by
J.A.M.S./Endispute, Inc. unless specifically modified herein.

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

          The
parties covenant and agree that the arbitration shall commence within 120 days
of the date on which a written demand for arbitration is filed by any party
hereto.  In connection with the arbitration proceeding, the arbitrator
shall have the power to order the production of documents by each party and any
third-party witnesses.  In addition, each party may take up to three
depositions as of right, and the arbitrator may in his or her discretion allow
additional depositions upon good cause shown by the moving
party.  However, the arbitrator shall not have the power to order the
answering of interrogatories or the response to requests for
admission.  In connection with any arbitration, each party shall
provide to the other, no later than 14 business days before the date of the
arbitration, the identity of all persons that may testify at the arbitration, a
copy of all documents that may be introduced at the arbitration or considered or
used by a party’s witness or expert, and a summary of the expert’s opinions and
the basis for said opinions.  The arbitrator’s decision and award
shall be made and delivered within 60 days of the conclusion of the
arbitration.  The arbitrator’s decision shall set forth a reasoned
basis for any award of damages or finding of liability.  The
arbitrator shall not have power to award damages in excess of actual
compensatory damages and shall not multiply actual damages or award punitive
damages or any other damages that are specifically excluded under this
Agreement, and each party hereby irrevocably waives any claim to such
damages.

           

          The
parties covenant and agree that they will participate in the arbitration in good
faith and that they will share equally its costs, except as otherwise provided
herein.  The arbitrator may in his or her discretion assess costs and
expenses (including the reasonable legal fees and expenses of the prevailing
party) against any party to a proceeding.  Any party unsuccessfully
refusing to comply with an order of the arbitrators shall be liable for costs
and expenses, including attorneys’ fees, incurred by the other party in
enforcing the award.  This Section applies equally to requests for
temporary, preliminary or permanent injunctive relief, except that in the case
of temporary or preliminary injunctive relief any party may proceed in court
without prior arbitration for the limited purpose of avoiding immediate and
irreparable harm.  The provisions of this Section shall be enforceable
in any court of competent jurisdiction.

           

          Subject
to the second sentence of the immediately preceding paragraph, the parties shall
bear their own attorneys’ fees, costs and expenses in connection with the
arbitration.  The parties will share equally in the fees and expenses
charged by J.A.M.S./Endispute, Inc.

           

          Each of
the parties hereto irrevocably and unconditionally consents to the exclusive
jurisdiction of J.A.M.S./Endispute, Inc. to resolve all disputes, claims or
controversies arising out of or relating to this Agreement or any other
agreement executed and delivered pursuant to this Agreement or the negotiation,
validity or performance hereof and thereof or the transactions contemplated
hereby and thereby and further consents to the jurisdiction of the courts of New
York for the purposes of enforcing the arbitration provisions of this
Section.  Each party further irrevocably waives any objection to
proceeding before J.A.M.S./Endispute, Inc. based upon lack of personal
jurisdiction or to the laying of venue and further irrevocably and
unconditionally waives and agrees not to make a claim in any court that
arbitration before J.A.M.S./Endispute, Inc. has been brought in an inconvenient
forum.  Each of the parties hereto hereby consents to service of
process by registered mail at the address to which notices are to be
given.  Each of the parties hereto agrees that its or his submission
to jurisdiction and its or his consent to service of process by mail is made for
the express benefit of the other parties hereto.

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

          (i) Counterparts.  For
the convenience of the parties and to facilitate execution, this Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
document.

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

          The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned as of the date first above
written.

          
             

             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 	INTRALINKS
      HOLDINGS, INC.	 
	 	 	 	 
	 	 	 	 
	
                                                             

                                                          	
                                                            By:
      

                                                          	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 
	 	Address:	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned as of the date first above
written.

          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	 	OPTIONEE:	 
	 	 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	
                                                                            	 	
                                                                               

                                                                            	 


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          [SPOUSE’S
CONSENT1

          I
acknowledge that I have read the

          foregoing
Incentive Stock Option Agreement

          and
understand the contents thereof.

           

          ____________________________________]

          


        

        
          
            

          

          1 A
spouse’s consent is required only if the Optionee’s state of residence is one of
the following community property states:  Arizona, California, Idaho,
Louisiana, New Mexico, Nevada, Texas, Washington and Wisconsin (check WI
statute).

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

        

      

    

    Restricted
Stock Award Agreement

    
      under
the IntraLinks Holdings, Inc.

      2010
Equity Incentive Plan

       

      
        
          
            
              
                
                  	
                          Name
      of Grantee:

                        	_________________________________________ 
      	 
      
	 	 	 
	
                          No.
      of Shares:

                        	________________________ 
      	 
      
	 	 	 
	
                          Grant
      Date:

                        	________________________ 
      	 
      


                

              

            

          

        

      

       

      
        Pursuant
to the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”),
IntraLinks Holdings, Inc. (together with all successors thereto, the “Company”),
hereby grants a Restricted Stock Award (an “Award”) to the Grantee named
above.  Upon acceptance of this Award, the Grantee shall receive the
number of shares of Common Stock, par value $0.001 per share (the “Stock”) of
the Company specified above, subject to the restrictions and conditions set
forth herein and in the Plan.  The Company acknowledges the receipt
from the Grantee of consideration with respect to the par value of the Stock in
the form of cash, past or future services rendered to the Company by the Grantee
or such other form of consideration as is acceptable to the
Administrator.

         

        1.        
    Acceptance of
Award.  The Grantee shall have no rights with respect to this
Award unless he or she shall have accepted this Award by (i) signing and
delivering to the Company a copy of this Award Agreement, and (ii) delivering to
the Company a stock power endorsed in blank.  Upon acceptance of this
Award by the Grantee, the shares of Restricted Stock so accepted shall be issued
and held by the Company’s transfer agent in book entry form, and the Grantee’s
name shall be entered as the stockholder of record on the books of the
Company.  Thereupon, the Grantee shall have all the rights of a
stockholder with respect to such shares, including voting and dividend rights,
subject, however, to the restrictions and conditions specified in
Paragraph 2 below.

         

        2.        
    Restrictions and
Conditions.

         

        (a)           Any
book entries for the shares of Restricted Stock granted herein shall bear an
appropriate legend, as determined by the Administrator in its sole discretion,
to the effect that such shares are subject to restrictions as set forth herein
and in the Plan.

         

        (b)           Shares
of Restricted Stock granted herein may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of by the Grantee prior to
vesting.

         

        (c)           If
the Grantee’s employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated for any reason (including death) prior to vesting of
shares of Restricted Stock granted herein, all shares of Restricted Stock shall
immediately and automatically be forfeited and returned to the
Company.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        3.           Vesting of Restricted
Stock.  The restrictions and conditions in Paragraph 2 of
this Agreement shall lapse on the Vesting Date or Dates specified in the
following schedule so long as the Grantee remains an employee of the Company or
a Subsidiary on such Dates.  If a series of Vesting Dates is
specified, then the restrictions and conditions in Paragraph 2 shall lapse
only with respect to the number of shares of Restricted Stock specified as
vested on such date.

         

        
          
            
              
                	
                        Number
      of

                        Shares Vested

                      	
                        Vesting Date

                      
	 	 
	
                        _____________
      (___%)

                      	
                        ____________

                      
	
                        _____________
      (___%)

                      	
                        ____________

                      
	
                        _____________
      (___%)

                      	
                        ____________

                      


              

            

          

        

         

        Subsequent
to such Vesting Date or Dates, the shares of Stock on which all restrictions and
conditions have lapsed shall no longer be deemed Restricted
Stock.  The Administrator may at any time accelerate the vesting
schedule specified in this Paragraph 3.

         

        [Notwithstanding
the foregoing, in the event that the Restricted Stock subject to this Award (or
any portion thereof) is assumed or continued by the Company or its successor
entity in the sole discretion of the parties to a Sale Event pursuant to Section
3(c) of the Plan and within six months following a Sale Event the Company and
its Subsidiaries or successor entity terminates the employment of the Grantee
without Cause, then, as of the date upon which the Grantee’s employment with the
Company terminates, then the restrictions and conditions shall lapse with
respect to such number of shares of Restricted Stock that would have been vested
under the vesting schedule set forth above had the Grantee’s employment
terminated one year after such termination date.]

         

        [For senior executives only:]
[Notwithstanding anything herein to the contrary, in the event that the
Restricted Stock subject to this Award is assumed or continued by the Company or
its successor entity in the sole discretion of the parties to a Sale Event
pursuant to Section 3(c) of the Plan and within 12 months following such Sale
Event, the Company, its Subsidiaries or its successor entity, as the case may
be, terminates the employment of the Grantee without Cause or materially
diminishes the Grantee’s duties, then, as of the date upon which the Grantee’s
employment with the Company terminates, or such earlier date of diminution of
duties, the restrictions and conditions shall lapse with respect to any then
unvested shares of Restricted Stock.  If this Award is not assumed or
continued by the Company or its successor entity in any Sale Event pursuant to
Section 3(c) of the Plan, then immediately prior to such Sale Event, the
restrictions and conditions shall lapse with respect to one-half of any then
unvested shares of Restricted Stock.]

         

        [For
purposes of this Award Agreement, the term “Cause” shall mean, in the absence of
any employment or similar agreement between a Grantee and the Company or any
Subsidiary otherwise defining Cause, dismissal by the Company of the Grantee as
a result of (i) the commission of any act by the Grantee constituting financial
dishonesty against the Company or any Subsidiary (which act would be chargeable
as a crime under applicable law); (ii) the Grantee’s engaging in any other act
of fraud, intentional misrepresentation, moral turpitude, illegality or
harassment; (iii) unauthorized use or disclosure by an Grantee of any
proprietary information or trade secrets of the Company or any other party to
whom the Grantee owes an obligation of nondisclosure as a result of his or her
relationship with the Company; (iv) the repeated failure by the Grantee to
follow the directives of the chief executive officer or president of the Company
or any Subsidiary, the Board, or the board of directors or managers of any
Subsidiary; or (v) any material misconduct, violation of the Company’s or any
Subsidiary’s policies, or willful and deliberate non-performance of duty by the
Grantee in connection with the business affairs of the Company or any
Subsidiary.  In the event there is an employment or similar agreement
between a Grantee and the Company or any Subsidiary otherwise defining Cause,
“Cause” shall have the meaning provided in such agreement.]

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        4.       
    Dividends.  Dividends
on Shares of Restricted Stock shall be paid currently to the
Grantee.

         

        5.      
     Incorporation of
Plan.  Notwithstanding anything herein to the contrary, this
Agreement shall be subject to and governed by all the terms and conditions of
the Plan, including the powers of the Administrator set forth in Section 2(b) of
the Plan.  Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified
herein.

         

        6.        
   Transferability.  This
Agreement is personal to the Grantee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution.

         

        7.           Tax
Withholding.  The Grantee shall, not later than the date as of
which the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event.  Except in the case
where an election is made pursuant to Paragraph 8 below, the Company shall have
the authority to cause the required minimum tax withholding obligation to be
satisfied, in whole or in part, by withholding from shares of Stock to be issued
or released by the transfer agent a number of shares of Stock with an aggregate
Fair Market Value that would satisfy the withholding amount due.

         

        8.        
   Election Under Section
83(b).  The Grantee and the Company hereby agree that the
Grantee may, within 30 days following the acceptance of this Award as provided
in Paragraph 1 hereof, file with the Internal Revenue Service and the Company an
election under Section 83(b) of the Internal Revenue Code.  In the
event the Grantee makes such an election, he or she agrees to provide a copy of
the election to the Company.  The Grantee acknowledges that he or she
is responsible for obtaining the advice of his or her tax advisors with regard
to the Section 83(b) election and that he or she is relying solely on such
advisors and not on any statements or representations of the Company or any of
its agents with regard to such election.

         

        9.         
  No
Obligation to Continue Employment.  Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Grantee in employment and neither the Plan nor this Agreement shall
interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Grantee at any time.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        10.           Noncompetition,
etc.  For purposes of this Section 10, references to the
“Company” shall include, individually and collectively, the Company and its
Subsidiaries and affiliates and its/their respective predecessors, successors
and assigns.  As a condition of Grantee’s continued employment and in
consideration of this Award, Grantee hereby expressly agrees to be bound by the
following covenants, terms and conditions.  Grantee hereby
acknowledges and agrees that he or she has had and/or will have access to trade
secrets, proprietary and confidential information relating to the Company and
its 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
salesforce.com or other CRM system data) maintained by the Company or Grantee),
and details of programs and methods, potential and actual acquisitions,
divestitures and joint ventures, pricing policies, strategies, terms of service,
business and product plans, cost information and software, in each case of the
Company and/or its respective clients.  Accordingly, Grantee
voluntarily enters into the following covenants to provide the Company with
reasonable protection of those and other valuable interests of the
Company:

         

        (a)           Notwithstanding
anything in this Agreement to the contrary, Grantee agrees that during the term
of his employment and any other professional services relationship with the
Company and for [12
months] from the later of the date of termination of Grantee’s employment
or other professional services relationship with the Company (the
“Post-Termination Period”),  Grantee shall not, alone or as an
employee, officer, director, agent, shareholder (other than an owner of
one-percent or less of the outstanding shares of any publicly-traded company),
consult, partner, member, owner or in any other capacity, directly or
indirectly:

         

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

         

        (ii)           solicit
or provide services to any Clients, as defined below, of the Company on his own
behalf or on behalf of any third party, in furtherance of any Competitive
Activity.  For purposes of this Section 10, “Client” shall mean any
current or former customer of the Company or user of the Company’s services or
software during the term of Grantee’s employment with the Company, including but
not limited to, with respect to such customers, for any reason, at anytime
during the term of Grantee’s employment with the Company:

         

        (A)           Grantee
performed services whether conducted in person, by telephone or online) on
behalf of the Company;

         

        (B)           Grantee
had substantial contact; or

         

        (C)           Grantee
acquired or had access to trade secrets or other confidential or proprietary
information relating to such customer as a result of Grantee’s employment with
the Company;

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        (iii)           encourage,
participate in or solicit any employee or consultant of the Company to engage in
Competitive Activity or to accept employment with any third party engaged in
Competitive Activity.  This subsection 10(a)(iii) shall be limited to
employees and consultants who: (1) are current employees or consultants; or (2)
left the employment of the Company or whose provision of services to the Company
terminated within the 12 month period prior to Grantee’s termination of
employment with the Company for any reason; and

         

        (iv)           for
purposes of this Agreement, “Competitive Activity” shall mean participating
in:

         

        (A)           any
business in competition with the Company organized or operating under any of the
following names:  [Insert Competitors];
and/or

         

        (B)           any
offering, sale, licensing or provision by any entity of any software,
application service or system, in direct or indirect competition with the
Company’s offerings and including, but not limited to, electronic or digital
document repositories for facilitating transactional due diligence, mergers,
acquisitions, divestitures, financing, investments, investor relations,
corporate records and corporate governance documents, research and development,
clinical trials or other business processes for which the Company’s products or
services are or have been used during the 12 month period preceding termination
of Grantee’s employment for any reason; and/or

         

        (C)           any
business that develops, manufactures or markets any products or performs any
services that are otherwise competitive with the products or services
of  the Company or any of the products or services that the Company
has under development or that are subject to active planning at any time during
the 12 month period immediately preceding the termination of the Grantee’s
professional services to the Company.

         

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

         

        (c)           Grantee
acknowledges and agrees that any breach of this Section 10 shall cause the
Company immediate, substantial and irreparable harm and therefore, in the event
of any such breach, Grantee agrees that the Company may terminate or suspend
severance payments to Grantee and that Grantee shall immediately forfeit any
equity compensation granted, vested and unvested, that have not previously been
exercised and, in addition to any other remedies which may be available, the
Company shall have the right to seek specific performance and injunctive relief,
without the need to post a bond or other security.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        (d)           Grantee
acknowledges and agrees that the provisions of this Section 10 are in addition
to, and not in lieu of, any non-solicitation, non-competition, confidentiality,
nonraid and/or similar obligations which Grantee may have with respect to the
Company, whether by agreement, fiduciary obligation or
otherwise.  Without in any way limiting the provisions of this Section
10, Grantee further acknowledges and agrees that the provisions of this Section
10 shall remain applicable in accordance with their terms after the date of
termination of Grantee’s employment, regardless of whether Grantee’s termination
or cessation of employment is voluntary or involuntary.

         

        (e)           During
and after the term of Grantee’s employment with the Company, Grantee covenants
and agrees that he will not disclose to anyone without the Company’s prior
written consent, any proprietary and confidential materials, documents, records
or other non-public information of any type whatsoever concerning or relating to
the business and affairs of the Company which Grantee may have acquired in the
course of his employment hereunder, including but not limited to:  (i)
trade secrets of the Company; (ii) lists of and/or information concerning
current, former, and/or prospective customers or clients of the Company; (iii)
marketing data and financial information; (iv) information regarding potential
and actual acquisitions, divestitures and joint ventures, (v) pricing policies,
strategies, terms of service, business and product plans, cost information and
software; and (vi) information relating to programs and methods of doing
business (including information concerning operations, technology and systems)
in use or contemplated use by the Company and not generally known among the
Company’s competitors, except to the extent such disclosure is required by law,
regulation or legal process.

         

        (f)           During
and after the Grantee’s employment, the Grantee shall cooperate fully with the
Company in the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of the Company which
relate to events or occurrences that transpired while the Grantee was employed
by the Company.  The Grantee’s full cooperation in connection with
such claims or actions shall include, but not be limited to, being available to
meet with counsel to prepare for discovery or trial and to act as a witness on
behalf of the Company at mutually convenient times.  During and after
the Grantee’s employment, the Grantee also shall cooperate fully with the
Company in connection with any investigation or review of any federal, state or
local regulatory authority as any such investigation or review relates to events
or occurrences that transpired while the Grantee was employed by the
Company.  The Company shall reimburse the Grantee for any reasonable
out-of-pocket expenses incurred in connection with the Grantee’s performance of
obligations pursuant to this Section 10(f).

         

        (g)           Grantee
acknowledges and agrees that his breach of any provision of this Section 10
(collectively the “Restrictive Covenants”) would result in irreparable injury
and damage for which money damages do not provide adequate
remedy.  Therefore, if Grantee breaches or threatens to commit a
breach of any Restrictive Covenant, the Company shall have the following rights
and remedies (in accordance with applicable law and upon compliance with any
necessary prerequisites imposed by law upon the availability of such remedies),
each of which rights and remedies shall be independent of the other and
severally enforceable, and all of which rights and remedies shall be in addition
to, and not in lieu of, any other rights and remedies available to Company under
law or in equity (including, without limitation, the recovery of
damages):

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        (i)           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 Grantee of restraining
orders and injunctions (preliminary, mandatory, temporary and permanent) against
violations, threatened or actual, and whether or not then continuing, of such
covenants;

         

        (ii)           To
require Grantee 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 severance pay, annual salary, expenses or
vacation); and

         

        (iii)           To
require Grantee to account for and pay over to the Company 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 Grantee shall account
for and pay over the Profits to the Company.

         

        Without
in any way limiting the provisions of this Section 10, Grantee further
acknowledges and agrees that the provisions of this Section 10 shall remain
applicable in accordance with their terms after the date of termination of
Grantee’s employment, regardless of whether: (i) Grantee’s termination or
cessation of employment is voluntary or involuntary; and (ii) any shares of
Restricted Stock are not vested or will not vest.   In addition,
notwithstanding anything in this Agreement, the provisions of this Section 10
shall survive a Sale Event and the vesting in full of this Award.

         

        11.           Dispute
Resolution.  Except as provided below or in Section 10, above,
all disputes, claims, or controversies arising out of or relating to this
Agreement, or the negotiation, validity or performance hereof or the
transactions contemplated hereby, that are not resolved by mutual agreement
shall be resolved solely and exclusively by binding arbitration to be conducted
before J.A.M.S./Endispute, Inc. or its successor.  The parties
understand and agree that this arbitration provision shall apply equally to
claims of fraud or fraud in the inducement.  The arbitration shall be
held in New York City, New York before a single arbitrator and shall be
conducted in accordance with the rules and regulations promulgated by
J.A.M.S./Endispute, Inc. unless specifically modified herein.

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        The
parties covenant and agree that the arbitration shall commence within 120 days
of the date on which a written demand for arbitration is filed by any party
hereto.  In connection with the arbitration proceeding, the arbitrator
shall have the power to order the production of documents by each party and any
third-party witnesses.  In addition, each party may take up to three
depositions as of right, and the arbitrator may in his or her discretion allow
additional depositions upon good cause shown by the moving
party.  However, the arbitrator shall not have the power to order the
answering of interrogatories or the response to requests for
admission.  In connection with any arbitration, each party shall
provide to the other, no later than 14 business days before the date of the
arbitration, the identity of all persons that may testify at the arbitration, a
copy of all documents that may be introduced at the arbitration or considered or
used by a party’s witness or expert, and a summary of the expert’s opinions and
the basis for said opinions.  The arbitrator’s decision and award
shall be made and delivered within 60 days of the conclusion of the
arbitration.  The arbitrator’s decision shall set forth a reasoned
basis for any award of damages or finding of liability.  The
arbitrator shall not have power to award damages in excess of actual
compensatory damages and shall not multiply actual damages or award punitive
damages or any other damages that are specifically excluded under this
Agreement, and each party hereby irrevocably waives any claim to such
damages.

         

        The
parties covenant and agree that they will participate in the arbitration in good
faith and that they will share equally its costs, except as otherwise provided
herein.  The arbitrator may in his or her discretion assess costs and
expenses (including the reasonable legal fees and expenses of the prevailing
party) against any party to a proceeding.  Any party unsuccessfully
refusing to comply with an order of the arbitrators shall be liable for costs
and expenses, including attorneys’ fees, incurred by the other party in
enforcing the award.  This Section applies equally to requests for
temporary, preliminary or permanent injunctive relief, except that in the case
of temporary or preliminary injunctive relief any party may proceed in court
without prior arbitration for the limited purpose of avoiding immediate and
irreparable harm.  The provisions of this Section shall be enforceable
in any court of competent jurisdiction.

         

        Subject
to the second sentence of the immediately preceding paragraph, the parties shall
bear their own attorneys’ fees, costs and expenses in connection with the
arbitration.  The parties will share equally in the fees and expenses
charged by J.A.M.S./Endispute, Inc.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        12.          
Notices.  Notices
hereunder shall be mailed or delivered to the Company at its principal place of
business and shall be mailed or delivered to the Grantee at the address on file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.

         

        
          
            
              
                
                  	 	INTRALINKS
      HOLDINGS, INC.	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 	 
	 	 	Title: 	 
	 	 	 	 


                

              

            

          

        

         

        The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.

         

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Dated:

                                                              	 	 	 	 
	 	 	 	Grantee’s
      Signature	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                                                                 

                                                              	 	 	Grantee’s
      name and address:	 
      
	
                                                                 

                                                              	 
      	 
      	 	 
      	 
      
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

                                                                   

        
          
            
            

          

          
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