Unassociated Document


    INTRALINKS
HOLDINGS, INC.

     

    SENIOR
EXECUTIVE INCENTIVE BONUS PLAN

     

    
      	
               
      

            	
              1.

            	
              Purpose

            


    

     

    This
Senior Executive Incentive Bonus Plan (the “Incentive Plan”) is intended to
provide an incentive for superior performance and to motivate eligible
executives of IntraLinks Holdings, Inc. and its subsidiaries (the “Company”)
toward superior achievement and business results, to tie their goals and
interests to those of the Company and its stockholders and to enable the Company
to attract and retain highly qualified executives.  The Incentive Plan
is for the benefit of Covered Executives (as defined below).

     

    
      	
               
      

            	
              2.

            	
              Covered
      Executives

            


    

     

    From time
to time, the Compensation Committee of the Board of Directors of the Company
(the “Compensation Committee”) may select certain key executives (the “Covered
Executives”) to be eligible to receive bonuses hereunder.

     

    
      	
               
      

            	
              3.

            	
              Administration

            


    

     

    The
Compensation Committee shall have the sole discretion and authority to
administer and interpret the Incentive Plan.

     

     

    
      	
               
      

            	
              4.

            	
              Target
      Award

            


    

     

    On an
annual basis, each Covered Executive is assigned a target award, which is
usually stated as a percentage of the Covered Executive’s eligible base
salary.

     

    
      	
               
      

            	
              5.

            	
              Performance
      Targets

            


    

     

    a.    The
Compensation Committee shall establish performance goals that relate to
financial and operational metrics with respect to the Company or any of its
subsidiaries (the “Performance Goals”), including 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 Company’s common 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 the Company’s common stock, or any of these metrics in
comparison to a peer group.  Each Performance Goal will have four
levels:  Level 1 (75 percent), Level 2 (100 percent), Level 3
(125 percent) and Level 4 (150 percent).  In limited circumstances,
the Compensation Committee may choose to reward bonuses without the 150 percent
cap.  Amounts awarded for attainment of a Performance Goal between
stated levels will be determined based on a linear sliding
scale.  There may be more than one Performance Goal in any performance
period, and each goal will have its own weighting.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b.    The
Performance Goals for each performance period shall be selected by the
Compensation Committee within the first 90 days of the performance period, and
no bonuses shall be paid to Covered Executives under this Section 5 unless and
until the Compensation Committee makes a determination with respect to the
attainment of the selected Performance Goals.  The Compensation
Committee reserves the discretion to adjust Performance Goals during the
performance period.  The Company’s financial performance will be
adjusted to budgeted foreign exchange rates established in advance.

     

    
      	
               
      

            	
              6.

            	
              Discretionary
      Awards

            


    

     

    The
Compensation Committee may make discretionary awards under the Incentive Plan
based upon such terms and conditions as the Compensation Committee may determine
in its sole discretion.

     

    
      	
               
      

            	
              7.

            	
              Employment
      Requirement

            


    

     

    The
payment of a bonus to a Covered Executive with respect to a performance period
shall be conditioned upon the Covered Executive’s employment by the Company on
the payment date; provided, however, that the Compensation Committee may make
exceptions to this requirement, in its sole discretion, including, without
limitation, in the case of a Covered Executive’s death or
disability.

     

    
      	
               
      

            	
              8.

            	
              Timing
      of Payment

            


    

     

    The
Compensation Committee shall determine the amounts of the annual bonuses payable
to each Covered Executive each year in accordance with the level of attainment
of the selected Performance Goals.  Bonuses awarded for any fiscal
year, including any discretionary bonus awarded under Section 6, will be made as
soon as practicable within 75 days after the end of such fiscal
year.

     

    
      	
               
      

            	
              9.

            	
              Amendment
      and Termination

            


    

     

    The
Company reserves the right to amend or terminate the Incentive Plan at any time
in its sole discretion.

     

    
      	
               
      

            	
              10.

            	
              Section
      162(m)

            


    

     

    From and
after the date compensation paid under the Incentive Plan becomes subject to the
compensation deduction limits imposed by Section 162(m) of the Internal Revenue
Code of 1986 (the “Code”), payments under Section 5 of this Incentive Plan shall
be subject to the provisions of Section 12 of the Company’s 2010 Equity
Incentive Plan, and each voting member of the Compensation Committee must
qualify as an “outside director” within the meaning of Section 162(m) of the
Code.