Unassociated Document


     

    EXHIBIT 10.13

    
INTRALINKS,
INC.

    SENIOR EXECUTIVE SEVERANCE
PLAN

     

    1.           Purpose.  IntraLinks,
Inc. (the “Company”) considers it essential to the best interests of its
stockholders to promote and preserve the continuous employment of key management
personnel.  The Board of Directors of the Company (the “Board”)
recognizes, however, that the possibility of a Sale Event (as defined in
Section 2 hereof) exists and that such possibility, and the uncertainty and
questions that it may raise among management, may result in the departure or
distraction of key management personnel to the detriment of the Company and its
stockholders.  Therefore, the Board has determined that this
IntraLinks, Inc. Senior Executive Severance Plan (the “Plan”) should be adopted
to reinforce and encourage the continued attention and dedication of certain key
members of management who are selected from time to time by the Board, in its
sole discretion, to participate in the Plan (each, a “Covered Executive,” and
collectively, the “Covered Executives”), to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Sale Event.  Nothing in this Plan shall be construed
as creating an express or implied contract of employment and, except as
otherwise agreed in writing between the Covered Executive and the Company or any
of its subsidiaries (“Subsidiaries”), the Covered Executive shall not have any
right to be retained in the employ of the Company or any of its
Subsidiaries.

     

    2.           Sale
Event.  For purposes of this Plan, a “Sale Event” shall mean
and include any of the following events: (a) consummation of a merger or
consolidation of the Company with or into any other corporation or other entity
in which holders of the Company’s voting securities immediately prior to such
merger or consolidation will not, directly or indirectly, continue to hold at
least a majority of the outstanding voting securities of the Company; (b) a
sale, lease, exchange or other transfer (in one transaction or a related series
of transactions) of all or substantially all of the Company’s and its
Subsidiaries’ assets on a consolidated basis to an unrelated person or entity;
or (c) the sale, exchange or transfer by the Company’s stockholders of voting
control, in a single transaction or series of related transactions, other than
as a result of (i) an acquisition of securities directly from the Company or
(ii) an acquisition of securities by the Company which by reducing the voting
securities outstanding increases the proportionate voting power represented by
the voting securities owned by any such person or group of persons to 50 percent
or more of the combined voting power of such voting securities.

     

    3.           Terminating
Event.  A “Terminating Event” shall mean the termination of
employment of a Covered Executive in connection with any of the events provided
in this Section 3 (a) or (b) below, occurring, in each case, within 12
months following a Sale Event:

     

    (a)           Termination by the
Company.  Termination by the Company of a Covered Executive’s
employment for any reason other than for (i) Cause (as defined below) or (ii)
the death or disability (as determined under the Company’s or any applicable
Subsidiary’s then existing long-term disability coverage) of such Covered
Executive.

     

    “Cause”
means, in the absence of any employment or similar agreement between a Covered
Executive and the Company or any Subsidiary otherwise defining Cause, dismissal
by the Company of the Covered Executive as a result of (i) the commission of any
act by the Covered Executive constituting financial dishonesty against the
Company or any Subsidiary (which act would be chargeable as a crime under
applicable law); (ii) the Covered Executive’s engaging in any other act of
fraud, intentional misrepresentation, moral turpitude, illegality or harassment;
(iii) unauthorized use or disclosure by a Covered Executive of any proprietary
information or trade secrets of the Company or any other party to whom the
Covered Executive owes an obligation of nondisclosure as a result of his or her
relationship with the Company; (iv) the repeated failure by the Covered
Executive 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 Covered Executive in connection with the business
affairs of the Company or any Subsidiary.  In the event there is an
employment or similar agreement between an Covered Executive and the Company or
any Subsidiary (each such agreement, an “Employment Agreement”) otherwise
defining Cause, “Cause” shall have the meaning provided in such Employment
Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    A
Terminating Event shall not be deemed to have occurred pursuant to this
Section 3(a) solely as a result of the Covered Executive being an employee
of any direct or indirect successor to the business or assets of the Company and
its Subsidiaries, rather than continuing as an employee of the Company or its
Subsidiary following a Sale Event.

     

    (b)           Termination by the Covered
Executive for Good Reason.  Termination by a Covered Executive
of his or her employment with the Company and its Subsidiaries for Good
Reason.

     

    “Good
Reason” shall mean that the Covered Executive has complied with the “Good Reason
Process” (as defined below) following occurrence of any of the following events:
(i) a material diminution in the Covered Executive’s responsibilities, authority
or duties; (ii) a material diminution in the Covered Executive’s base salary
except for across-the-board salary reductions based on the Company’s financial
performance similarly affecting all or substantially all senior management
employees of the Company; (iii) a relocation of more than 75 miles of the office
at which the Covered Executive provides services to the Company or its
Subsidiaries; or (iv) the material breach of this Plan or a Covered Executive’s
Employment Agreement by the Company or any applicable Subsidiary.

     

    “Good
Reason Process” shall mean that (i) the Covered Executive reasonably determines
in good faith that a “Good Reason” condition has occurred; (ii) the Covered
Executive notifies the Company in writing of the first occurrence of the Good
Reason condition within 30 days of the first occurrence of such condition; (iii)
the Covered Executive cooperates in good faith with the Company’s efforts, for a
period not less than 30 days following such notice (the “Cure Period”), to
remedy the condition; (iv) notwithstanding such efforts, the Good Reason
condition continues to exist; and (v) the Covered Executive terminates his or
her employment within 30 days after the end of the Cure Period.  If
the Company cures the Good Reason condition during the Cure Period, Good Reason
shall be deemed not to have occurred.

     

    4.           Special Termination
Benefits.

     

    (a)           Except
as provided in Section 4(b), below, in the event that a Terminating Event occurs
within 12 months after a Sale Event with respect to such Covered
Executive:

     

    
      
         


      

      
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    (i)           the
Company shall pay to the Covered Executive an amount equal to the sum of (i) the
Covered Executive’s annual base salary in effect immediately prior to the
Terminating Event (or the Covered Executive’s annual base salary in effect
immediately prior to the Sale Event, if higher) and (ii) the Covered Executive’s
target bonus for the fiscal year in which the Sale Event occurred, payable in
cash, in one lump-sum payment on the Date of Termination (as defined in Section
8(b), below); and

     

    (ii)           in
the event that the Covered Executive elects, after a the Date of Termination, to
continue health, vision and/or dental coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay, on a
monthly basis, the Company’s portion of the Covered Executive’s monthly premium
payments for each such coverage elected by the Covered Executive for the Covered
Executive and his or her eligible dependents, if applicable, until the earliest
of the following dates to occur with respect to each such elected coverage: (i)
the twelve month anniversary of the Date of Termination; (ii) the date upon
which the Covered Executive becomes covered under a comparable group plan for
such applicable coverage; or (iii) the date upon which the Covered Executive
ceases to be eligible for COBRA continuation for such applicable
coverage.

     

    (b)           Notwithstanding
the foregoing, in the event that any Covered Executive is a party to any
Employment Agreement that would also provide for severance payments or benefits
upon a Terminating Event, then the Covered Executive shall be entitled to
receive either (x) the payments and benefits described in 4(a), above, or (y)
such severance payments and benefits described in the Covered Executive’s
Employment Agreement, which ever amount is greater in the aggregate, as
determined by the Company.  In consideration of the opportunity to
receive any payment or benefit under this Plan and as a condition of a Covered
Executive’s participation hereunder, any such Employment Agreement shall be
deemed amended (and any payments or benefits shall be deemed to be waived by the
Covered Executive) to the extent necessary to effect the provisions of this
Section 4(b).

     

    5.           Additional
Limitations.

     

    (a)           Unless
otherwise provided in an Employment Agreement, anything in this Plan to the
contrary notwithstanding, in the event that the amount of any compensation,
payment or distribution by the Company or any Subsidiary to or for the benefit
of the Covered Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise, calculated in a
manner consistent with Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”) and the applicable regulations thereunder (the “Severance
Payments”), would be subject to the excise tax imposed by Section 4999 of the
Code, the following provisions shall apply:

     

    (i)           If
the Severance Payments, reduced by the sum of (A) the Excise Tax and (B) the
total of the federal, state, and local income and employment taxes payable by
the Covered Executive on the amount of the Severance Payments which are in
excess of the Threshold Amount, are greater than or equal to the Threshold
Amount, the Covered Executive shall be entitled to the full amount of Severance
Payments.

     

    
      
         


      

      
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    (ii)           If
the Threshold Amount is less than (x) the Severance Payments, but greater than
(y) the Severance Payments reduced by the sum of (A) the Excise Tax and (B) the
total of the federal, state, and local income and employment taxes on the amount
of the Severance Payments which are in excess of the Threshold Amount, then the
Severance Payments shall be reduced (but not below zero) to the extent necessary
so that the sum of all Severance Payments shall not exceed the Threshold
Amount.  In such event, the Severance Payments shall be reduced in the
following order:  (1) cash payments not subject to Section 409A of the
Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based
payments and acceleration; and (4) non-cash forms of benefits.  To the
extent any payment is to be made over time (e.g., in installments, etc.), then
the payments shall be reduced in reverse chronological order.

     

    (b)           For
the purposes of this Section 5, “Threshold Amount” shall mean three times the
Covered Executive’s “base amount” within the meaning of Section 280G(b)(3) of
the Code and the regulations promulgated thereunder, less one dollar; and
“Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and
any interest or penalties incurred by the Covered Executive with respect to such
excise tax.

     

    (c)           The
determination as to which of the alternative provisions of Section 5(a) above
shall apply to the Covered Executive shall be made by a nationally recognized
accounting firm selected by the Company (the “Accounting Firm”), which shall
provide detailed supporting calculations both to the Company and the Covered
Executive within 15 business days of the Date of Termination, if applicable, or
at such earlier time as is reasonably requested by the Company or the Covered
Executive.  For purposes of determining which of the alternative
provisions of Section 5(a) above shall apply, the Covered Executive shall be
deemed to pay federal income taxes at the highest marginal rate of federal
income taxation applicable to individuals for the calendar year in which the
determination is to be made, and state and local income taxes at the highest
marginal rates of individual taxation in the state and locality of the Covered
Executive’s residence on the Date of Termination, net of the maximum reduction
in federal income taxes which could be obtained from deduction of such state and
local taxes.  Any determination by the Accounting Firm shall be
binding upon the Company and the Covered Executive.

     

    6.           Section
409A.

     

    (a)           Anything
in this Plan or in any Employment Agreement to the contrary notwithstanding, if
at the time of a Covered Executive’s “separation from service” within the
meaning of Section 409A of the Code, the Company determines that such Covered
Executive is a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that
such Covered Executive becomes entitled to under this Plan on account of the
Covered Executive’s separation from service would be considered deferred
compensation subject to the 20 percent additional tax imposed pursuant to
Section 409A(a) of the Code as a result of the application of Section
409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit
shall not be provided until the date that is the earlier of (A) six months and
one day after the Covered Executive’s separation from service, or (B) the
Covered Executive’s death.  Any such delayed cash payment shall earn
interest at an annual rate equal to the applicable federal short-term rate
published by the Internal Revenue Service for the month in which the date of
separation from service occurs, from such date of separation from service until
the payment.

     

    
      
         


      

      
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    (b)           This
Plan in intended to be administered in accordance with Section 409A of the
Code.  To the extent that any provision of this Plan is ambiguous as
to its compliance with Section 409A of the Code, the provision shall be read in
such a manner so that all payments hereunder comply with Section 409A of the
Code.  This Plan may be amended, in the discretion of the Board, as
may be necessary to fully comply with Section 409A of the Code and all related
rules and regulations in order to preserve the payments and benefits provided
hereunder without additional cost to the Company or the Covered
Executives.

     

    (c)           All
in-kind benefits provided and expenses eligible for reimbursement under this
Plan shall be provided by the Company or incurred by Covered Executives during
the time periods set forth in this Plan.  All reimbursements shall be
paid as soon as administratively practicable, but in no event shall any
reimbursement be paid after the last day of the taxable year following the
taxable year in which the expense was incurred.  The amount of in-kind
benefits provided or reimbursable expenses incurred in one taxable year shall
not affect the in-kind benefits to be provided or the expenses eligible for
reimbursement in any other taxable year.  Such right to reimbursement
or in-kind benefits is not subject to liquidation or exchange for another
benefit.

     

    (d)           To
the extent that any payment or benefit described in this Plan constitutes
“non-qualified deferred compensation” under Section 409A of the Code, and to the
extent that such payment or benefit is payable upon a Covered Executive’s
termination of employment, then such payments or benefits shall be payable only
upon such Covered Executive’s “separation from service.”  The
determination of whether and when a separation from service has occurred shall
be made in accordance with the presumptions set forth in Treasury Regulation
Section 1.409A-1(h).

     

    (e)           The
Company makes no representation or warranty and shall have no liability to any
Covered Executive or to any other person if any provisions of this Plan are
determined to constitute deferred compensation subject to Section 409A of the
Code but do not satisfy an exemption from, or the conditions of, such
Section.

     

    7.           Withholding.  All
payments made by the Company under this Plan shall be net of any tax or other
amounts required to be withheld by the Company or its Subsidiaries under
applicable law.

     

    8.           Notice and Date of
Termination; Dispute Resolution; Etc.

     

    (a)           Notice of
Termination.  Within 12 months after a Sale Event, any
purported termination of a Covered Executive’s employment (other than by reason
of death) shall be communicated by written Notice of Termination from the
Company to a Covered Executive or vice versa in accordance with this
Section 8.  For purposes of this Plan, a “Notice of Termination”
shall mean a notice which shall indicate the specific termination provision in
this Plan relied upon and the Date of Termination.

     

    
      
         


      

      
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    (b)           Date of
Termination.  “Date of Termination,” shall mean:  (i)
if a Covered Executive’s employment is terminated due to his or her death, the
date of his or her death; (ii) if a Covered Executive’s employment is terminated
on account of the Covered Executive’s disability or by the Company for Cause,
the date on which Notice of Termination is given; (iii) if a Covered Executive’s
employment is terminated by the Company without Cause, 30 days after the date on
which a Notice of Termination is given, provided that, if the Company specifies
another date on which the Covered Executive’s employment with the Company shall
terminate, whether in the Notice of Termination or otherwise, then the Date of
Termination shall be such other specified date; (iv) if a Covered Executive’s
employment is terminated by such Covered Executive without Good Reason, 30 days
after the date on which a Notice of Termination is given, and (v) if a Covered
Executive’s employment is terminated by such Covered Executive with Good Reason,
the date on which a Notice of Termination is given after the end of the Cure
Period.  Notwithstanding the foregoing, in the event that a Covered
Executive gives a Notice of Termination to the Company, the Company may
unilaterally accelerate the Date of Termination and such acceleration shall not
result in a termination by the Company for purposes of this Plan.

     

    (c)           No
Mitigation.  The Covered Executives are not required to seek
other employment or to attempt in any way to reduce any amounts payable to the
Covered Executive by the Company under this Plan.  Further, the amount
of any payment provided for in this Plan shall not be reduced by any
compensation earned by a Covered Executive as the result of employment by
another employer, by retirement benefits, by offset against any amount claimed
to be owed by a Covered Executive to the Company or its Subsidiaries, or
otherwise.

     

    (d)           Arbitration of
Disputes.  Any controversy or claim arising out of or relating
to this Plan or the breach thereof or otherwise arising out of a Covered
Executive’s employment or the termination of that employment (including, without
limitation, any claims of unlawful employment discrimination whether based on
age or otherwise) shall, to the fullest extent permitted by law, be settled by
arbitration before a single arbitrator in any forum and form agreed upon by the
parties or, in the absence of such an agreement, under the auspices of the
American Arbitration Association (“AAA”) in New York, New York in accordance
with the Employment Dispute Resolution Rules of the AAA, including, but not
limited to, the rules and procedures applicable to the selection of
arbitrators.  In the event that any person or entity other than a
Covered Executive, the Company or its Subsidiaries may be a party with regard to
any such controversy or claim, such controversy or claim shall be submitted to
arbitration subject to such other person or entity’s
agreement.  Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.  This Section 8(d)
shall be specifically enforceable. Notwithstanding the foregoing, this Section
8(d) shall not preclude the Company or its subsidiaries or a Covered Executive
from pursuing a court action for the sole purpose of obtaining a temporary
restraining order or a preliminary injunction in circumstances in which such
relief is appropriate; provided that any other relief shall be pursued through
an arbitration proceeding pursuant to this Section 8(d).

     

    9.           Term.  This
Plan shall take effect on the date it is adopted by the Board set forth below,
and shall terminate upon the later of (a) the date which is 12 months after a
Sale Event and (b) the payment in full of all payments and benefits due
hereunder to any Covered Executive.

     

    
       

      
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    10.           Benefits and
Burdens.  This Plan shall inure to the benefit of and be
binding upon the Company and the Covered Executives, their respective
successors, executors, administrators, heirs and permitted
assigns.  In the event of a Covered Executive’s death after a
Terminating Event but prior to the completion by the Company of all payments and
benefits due such Covered Executive under this Plan, the Company shall continue
such payments and/or benefits to the Covered Executive’s beneficiary designated
in writing to the Company prior to his or her death (or to his estate, if the
Covered Executive fails to make such designation).

     

    11.           Successor to the
Company.  The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company expressly to assume
and agree to perform this Plan to the same extent that the Company would be
required to perform it if no succession had taken place.  Failure of
the Company to obtain an assumption of this Plan at or prior to the
effectiveness of any succession shall be a material breach of this
Plan.

     

    12.           Enforceability.  If
any portion or provision of this Plan shall to any extent be declared illegal or
unenforceable by a court of competent jurisdiction, then the remainder of this
Plan, or the application of such portion or provision in circumstances other
than those as to which it is so declared illegal or unenforceable, shall not be
affected thereby, and each portion and provision of this Plan shall be valid and
enforceable to the fullest extent permitted by law.

     

    13.           Waiver.  No
waiver of any provision hereof shall be effective unless made in writing and
signed by the waiving party.  The failure by any person to require the
performance of any term or obligation of this Plan, or the waiver by any person
of any breach of this Plan, shall not prevent any subsequent enforcement of such
term or obligation or be deemed a waiver of any subsequent breach.

     

    14.           Notices.  Any
notices, requests, demands, and other communications provided for by this Plan
shall be sufficient if in writing and delivered in person or sent by registered
or certified mail, postage prepaid, to a Covered Executive at the last address
the Covered Executive has filed in writing with the Company, or to the Company
at its main office, directed to the attention of the Board of
Directors.

     

    15.           Effect on Other
Plans.  Nothing in this Plan shall be construed to limit the
rights of the Covered Executives under the Company or any Subsidiary’s benefit
plans, programs or policies.

     

    16.           Amendment or Termination of
Plan.  Except as provided in Section 6(b), the Company may
amend or terminate this Plan at any time or from time to time; provided,
however, that no such amendment shall, without the consent of the Covered
Executives, in any material adverse way affect the rights of the Covered
Executives, and no termination shall be made without the written consent of the
Covered Executives.

     

    17.           Governing
Law.  This Plan shall be construed under and be governed in all
respects by the laws of the State of New York.

     

    Effective
Date: December 2, 2009

     

    
      
         


      

      
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