Common use of Restricted Stock and Stock Options Clause in Contracts

Restricted Stock and Stock Options. The Executive acknowledges and agrees that all shares of restricted stock and options that the Executive holds to purchase shares of the Company’s common stock pursuant to the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan or any applicable predecessor plan that are not vested as of the Termination Date shall lapse on that date and will not be releasable or exercisable. The release of any restricted shares and the exercise of any stock options shall be subject to the terms of the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan, or applicable predecessor plan. This Section 3 is not intended to modify in any respect the post-separation rights to which the Executive would otherwise be entitled if the Executive were not to agree to this General Release or the terms governing restricted stock or stock options. Notwithstanding the foregoing, in consideration of the Executive’s agreement to the terms and conditions contained in this General Release, the Company agrees to accelerate and fully vest as of January 31, 2012 the portion of Executive’s stock option award granted on February 26, 2010 that is not vested as of the Termination Date (221,429 options to purchase the Company’s common stock at a purchase price of $6.76) and to extend the exercise period of such stock option and any other option awards that are vested as of the Termination Date (the “Equity Severance Benefit”) until the close of the New York Stock Exchange on January 31, 2013 (the “Exercise Deadline”). Any stock options underlying the Equity Severance Benefit that are not exercised by the Exercise Deadline shall be forfeited and cancelled. The Executive acknowledges and agrees that the Equity Severance Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution of this General Release; (ii) is in full and final discharge of any and all liabilities and obligations of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees. The Executive acknowledges and agrees that he will continue to be subject to the IntraLinks Holdings, Inc. Statement of Company Policy on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Disclosure (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”).

Restricted Stock and Stock Options. The Executive acknowledges and agrees that all has been granted 1,600,000 restricted shares of restricted stock and options that Company Common Stock (the Executive holds to purchase shares of “Restricted Shares“) under the Company’s common stock pursuant to the IntraLinks Holdings, Inc. 2010 GraphOn Corporation 2012 Equity Incentive Plan or (the “2012 Equity Plan”), pursuant to two Restricted Stock Agreements dated August 15, 2012 (the “Restricted Stock Agreements”). Executive has been granted stock options under the GraphOn Corporation 2008 Equity Incentive Plan, as amended (the “2008 Equity Plan”) to acquire 1,000,000 shares of Company Common Stock pursuant to an award made February 22, 2012 (the “Time-Vesting Options“) and to acquire 1,000,000 shares of Company Common Stock pursuant to an award made September 8, 2011 (the “Performance Options,“ and collectively with the Time-Vesting Options, the “Stock Options”). The Restricted Shares and Time-Vesting Options are scheduled to vest over a period of 33 months commencing in the fourth month following the grant effective date. The Performance Options are scheduled to vest and become exercisable upon the satisfaction of specified performance goals over a period of three years. Notwithstanding any applicable predecessor plan that are not vested as contrary provision of the Termination Date 2012 Equity Plan, the 2008 Equity Plan, the Restricted Stock Agreements, or the Stock Option awards, if Executive’s employment is terminated as a result of Executive’s death or Disability (pursuant to Section 12(a)), by the Company without Cause (pursuant to Section 12(c)), or by Executive for Good Reason (pursuant to Section 12(d)), then, immediately upon such termination, all of Executive’s unvested Restricted Shares shall lapse on that date vest and will not be releasable or exercisable. The release of any restricted shares and the exercise of any stock options shall no longer be subject to the terms of the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan, or applicable predecessor plan. This Section 3 is not intended to modify in any respect the post-separation rights to which the Executive would otherwise be entitled if the Executive were not to agree to this General Release or the terms governing restricted stock or stock options. Notwithstanding the foregoing, in consideration of the Executive’s agreement to the terms and conditions contained in this General Release, the Company agrees to accelerate and fully vest as of January 31, 2012 the portion of Executive’s stock option award granted on February 26, 2010 that is not vested as of the Termination Date (221,429 options to purchase the Company’s common stock at a purchase price of $6.76) and to extend the exercise period of such stock option and any other option awards that are vested as of the Termination Date (the “Equity Severance Benefit”) until the close of the New York Stock Exchange on January 31, 2013 (the “Exercise Deadline”). Any stock options underlying the Equity Severance Benefit that are not exercised by the Exercise Deadline shall be forfeited and cancelled. The Executive acknowledges and agrees that the Equity Severance Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution of this General Release; (ii) is in full and final discharge of any and all liabilities and obligations of the “Company ReleaseesReturn Right” (as defined in the 2012 Equity Plan) and all of the Stock Options shall immediately vest and become exercisable for the applicable period following termination specified in the 2008 Equity Plan. The accelerated vesting provisions of this Section 6 below) also shall apply to any restricted stock and stock option awards made by the ExecutiveCompany to Executive after the date of this Agreement, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensationwhether or not so stated in the applicable grant agreements, and all other compensation, employee benefits such future awards shall be included in the definitions of “Restricted Shares” and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled “Stock Options” under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees. The Executive acknowledges and agrees that he will continue to be subject to the IntraLinks Holdings, Inc. Statement of Company Policy on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Disclosure (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”)this Agreement.

Restricted Stock and Stock Options. The (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, 12,500 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of December 31, 2007, December 31, 2008, December 31, 2009 and December 31, 2010. Dividends on restricted stock shall be paid to Executive acknowledges at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options to purchase 100,000 shares of the Company’s common stock. Such stock options shall vest in equal installments on each of December 31, 2007, December 31, 2008, December 31, 2009 and agrees December 31, 2010. (iii) During each year of the Employment Period after the first year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance at least annually and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that all the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 12,500 shares of restricted stock and options that the Executive holds to purchase 100,000 shares of the Company’s common stock. Stock options or shares of restricted stock pursuant to so granted or issued shall vest in equal installments on each of the IntraLinks Holdingsfirst, Inc. 2010 Equity Incentive Plan or any applicable predecessor plan second, third and fourth anniversaries of the date of grant thereof, provided however that are not vested in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the Termination Date shall lapse on that date and will not be releasable or exercisable. The release last day of any restricted shares and the exercise of any Employment Period. (iv) Any stock options shall be subject granted to the terms of the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan, or applicable predecessor plan. This Section 3 is not intended to modify Executive in any respect the post-separation rights to which the Executive would otherwise be entitled if the Executive were not to agree to accordance with this General Release or the terms governing restricted stock or stock options. Notwithstanding the foregoing, in consideration of the Executive’s agreement Agreement shall have an exercise price equal to the terms and conditions contained in this General Release, the Company agrees to accelerate and fully vest as average closing price of January 31, 2012 the portion a share of Executive’s stock option award granted on February 26, 2010 that is not vested as of the Termination Date (221,429 options to purchase the Company’s common stock at on the principal stock exchange on which the Company’s common stock is listed and traded during the ten (10) trading days immediately preceding the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a purchase price separate written agreement(s) to be provided to Executive. In the event of $6.76) and to extend any conflict between the exercise period terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (v) If any other option awards that shares or options provided for above are vested as not issued under the equity compensation plans of the Termination Date (Company, the “Equity Severance Benefit”) until Company hereby agrees to use commercially reasonable efforts to prepare and file with the close Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the New York Stock Exchange on January 31Securities Act of 1933, 2013 (as amended, so as to permit the “Exercise Deadline”). Any registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options underlying granted hereunder to the Equity Severance Benefit that are extent not exercised covered by the Exercise Deadline shall be forfeited and cancelled. The Executive acknowledges and agrees that the Equity Severance Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution of this General Release; (ii) is in full and final discharge of any and all liabilities and obligations an existing, effective registration statement of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees. The Executive acknowledges and agrees that he will continue to be subject to the IntraLinks Holdings, Inc. Statement of Company Policy on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Disclosure (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”)Company.

Restricted Stock and Stock Options. The Executive acknowledges and agrees that all (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, 40,000 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of December 31, 2007, December 31, 2008, December 31, 2009 and December 31, 2010. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options that the Executive holds to purchase 400,000 shares of the Company’s common stock. Such stock pursuant options shall vest in equal installments on each of December 31, 2007, December 31, 2008, December 31, 2009 and December 31, 2010. (iii) During each year of the Employment Period after the first year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance at least annually and may, in its sole discretion, cause the Company to grant to Executive stock options and/or shares of restricted stock (in addition to those granted in clauses (i) and (ii) above) in an amount, if any, the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the IntraLinks HoldingsCompany and/or as an incentive for continued service to the Company. Stock options or shares of restricted stock so granted or issued, Inc. 2010 Equity Incentive Plan or any applicable predecessor plan if any, shall vest in equal installments on each of the first, second, third and fourth anniversaries of the date of grant thereof, provided however that are not vested in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the Termination Date shall lapse on that date and will not be releasable or exercisable. The release last day of any restricted shares and the exercise of any Employment Period. (iv) Any stock options shall be subject granted to the terms of the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan, or applicable predecessor plan. This Section 3 is not intended to modify Executive in any respect the post-separation rights to which the Executive would otherwise be entitled if the Executive were not to agree to accordance with this General Release or the terms governing restricted stock or stock options. Notwithstanding the foregoing, in consideration of the Executive’s agreement Agreement shall have an exercise price equal to the terms and conditions contained in this General Release, the Company agrees to accelerate and fully vest as average closing price of January 31, 2012 the portion a share of Executive’s stock option award granted on February 26, 2010 that is not vested as of the Termination Date (221,429 options to purchase the Company’s common stock at on the principal stock exchange on which the Company’s common stock is listed and traded during the ten (10) trading days immediately preceding the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a purchase price separate written agreement(s) to be provided to Executive. In the event of $6.76) and to extend any conflict between the exercise period terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (v) If any other option awards that shares or options provided for above are vested as not issued under the equity compensation plans of the Termination Date (Company, the “Equity Severance Benefit”) until Company hereby agrees to use commercially reasonable efforts to prepare and file with the close Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the New York Stock Exchange on January 31Securities Act of 1933, 2013 (as amended, so as to permit the “Exercise Deadline”). Any registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options underlying granted hereunder to the Equity Severance Benefit that are extent not exercised covered by the Exercise Deadline shall be forfeited and cancelled. The Executive acknowledges and agrees that the Equity Severance Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution of this General Release; (ii) is in full and final discharge of any and all liabilities and obligations an existing, effective registration statement of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees. The Executive acknowledges and agrees that he will continue to be subject to the IntraLinks Holdings, Inc. Statement of Company Policy on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Disclosure (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”)Company.

Restricted Stock and Stock Options. The (i) On the Effective Date, the Company shall grant to Executive acknowledges under the equity compensation plans of the Company 7,500 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of December 31, 2007, December 31, 2008 and agrees December 31, 2009. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive under the equity compensation plans of the Company options to purchase 30,000 shares of the Company’s common stock. Such stock options shall vest in equal installments on each of December 31, 2007, December 31, 2008 and December 31, 2009. (iii) During each year of the Employment Period after the first year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance at least annually and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that all the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 7,500 shares of restricted stock and options that the Executive holds to purchase a number of shares of the Company’s common stock pursuant equal to $100,000 divided by the per share “value” of such options on the grant date (rounded to the IntraLinks Holdingsnearest whole share). The “value” of a Company option shall be determined using the Company’s then-current method of option valuation (e.g., Inc. 2010 Equity Incentive Plan binomial, black-scholes, etc). Stock options or any applicable predecessor plan shares of restricted stock so granted or issued shall vest in equal installments on each of the first, second and third anniversaries of the date of grant thereof, provided however that are not vested in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the Termination Date shall lapse on that date and will not be releasable or exercisable. The release last day of any restricted shares and the exercise of any Employment Period. (iv) Any stock options shall be subject granted to the terms of the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan, or applicable predecessor plan. This Section 3 is not intended to modify Executive in any respect the post-separation rights to which the Executive would otherwise be entitled if the Executive were not to agree to accordance with this General Release or the terms governing restricted stock or stock options. Notwithstanding the foregoing, in consideration of the Executive’s agreement Agreement shall have an exercise price equal to the terms and conditions contained in this General Release, the Company agrees to accelerate and fully vest as closing price of January 31, 2012 the portion a share of Executive’s stock option award granted on February 26, 2010 that is not vested as of the Termination Date (221,429 options to purchase the Company’s common stock at on the principal stock exchange on which the Company’s common stock is listed and traded on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a purchase price separate written agreement(s) to be provided to Executive. In the event of $6.76) and to extend any conflict between the exercise period terms of such stock option or restricted stock agreement or the plan relating thereto and any other option awards that are vested as of the Termination Date (the “Equity Severance Benefit”) until the close of the New York Stock Exchange on January 31, 2013 (the “Exercise Deadline”). Any stock options underlying the Equity Severance Benefit that are not exercised by the Exercise Deadline shall be forfeited and cancelled. The Executive acknowledges and agrees that the Equity Severance Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution terms of this General Release; (ii) is in full and final discharge Agreement, the terms of any and all liabilities and obligations of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees. The Executive acknowledges and agrees that he will continue to be subject to the IntraLinks Holdings, Inc. Statement of Company Policy on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Disclosure (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”)this Agreement shall control.

Restricted Stock and Stock Options. The (i) On the Effective Date, the Company shall grant to Executive acknowledges and agrees that all under the equity compensation plans of the Company 50,000 shares of the Company’s restricted stock. Subject to Section 8 hereof, half of such shares of restricted stock shall vest on the second anniversary of the Effective Date and the remaining shares shall vest on the fourth anniversary of the Effective Date. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive under the equity compensation plans of the Company options that the Executive holds to purchase 100,000 shares of the Company’s common stock pursuant stock. Subject to Section 8 hereof, half of such options shall vest on the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan or any applicable predecessor plan that are not vested as second anniversary of the Termination Effective Date shall lapse on that date and will not be releasable or exercisable. The release of any restricted shares and the exercise of any stock remaining options shall be subject to vest on the terms fourth anniversary of the IntraLinks HoldingsEffective Date. (iii) Following each December 31 that occurs during the Employment Period, Inc. 2010 Equity Incentive Plan, or applicable predecessor plan. This Section 3 is not intended to modify in any respect the post-separation rights to which Compensation Committee shall review with the Chief Executive would otherwise be entitled if the Executive were not to agree to this General Release or the terms governing restricted stock or stock options. Notwithstanding the foregoing, in consideration of Officer the Executive’s agreement performance and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms and conditions contained in this General Release, of such award be less favorable than granting to the Company agrees to accelerate and fully vest as of January 31, 2012 the portion of Executive’s stock option award granted on February 26, 2010 that is not vested as of the Termination Date (221,429 Executive options to purchase 100,000 shares of the Company common stock. In addition, if the Employment Period is extended without termination pursuant to Section 2, then following each December 31 that occurs during the Employment Period beginning with December 31, 2013, the Executive shall receive, in addition to the options described above, at least 12,500 shares of restricted stock. Subject to Section 8 hereof, stock options and shares of restricted stock so granted or issued shall vest in equal installments on each of the first, second, third and fourth anniversaries of the date of grant thereof. (iv) Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the closing price of a share of the Company’s common stock at on the principal stock exchange on which the Company’s common stock is listed and traded and traded on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. (v) In the event that the Company issues to the Executive a purchase price Notice of $6.76Non-Renewal, all unvested restricted stock and options (granted hereunder or otherwise) and shall vest as of the last day of the Employment Period provided that the Executive does not earlier terminate his employment or is not earlier terminated by the Company for Cause. The grant of options and/or restricted stock to extend Executive shall be evidenced by a separate written agreement(s) to be provided to Executive. In the exercise period event of any conflict between the terms of such stock option or restricted stock agreement or the plan relating thereto and any other option awards that are vested as of the Termination Date (the “Equity Severance Benefit”) until the close of the New York Stock Exchange on January 31, 2013 (the “Exercise Deadline”). Any stock options underlying the Equity Severance Benefit that are not exercised by the Exercise Deadline shall be forfeited and cancelled. The Executive acknowledges and agrees that the Equity Severance Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution terms of this General Release; (ii) is in full and final discharge Agreement, the terms of any and all liabilities and obligations of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees. The Executive acknowledges and agrees that he will continue to be subject to the IntraLinks Holdings, Inc. Statement of Company Policy on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Disclosure (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”)this Agreement shall control.

Restricted Stock and Stock Options. The Executive acknowledges (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, that number of shares of the Company’s restricted stock equal to the quotient of (A) $1,000,000, divided by (B) the average closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed and agrees that all traded during the ten (10) trading days immediately preceding the Effective Date. Such shares of restricted stock shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options to purchase 250,000 shares of the Company’s common (iii) stock. Such stock options shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. (iv) Following each calendar year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year and cause the Company to grant to Executive stock options in the amount that the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive holds for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive options to purchase 100,000 shares of the Company’s common stock pursuant to stock. Stock options so granted shall vest in equal installments on each of the IntraLinks Holdingsfirst, Inc. 2010 Equity Incentive Plan or any applicable predecessor plan second, third and fourth anniversaries of the date of grant thereof, provided however that are not vested in the event the Company issues Executive a notice of non-renewal, all unvested options shall vest as of the Termination Date shall lapse on that date and will not be releasable or exercisable. The release last day of any restricted shares and the exercise of any Employment Period. (v) Any stock options shall be subject granted to the terms of the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan, or applicable predecessor plan. This Section 3 is not intended to modify Executive in any respect the post-separation rights to which the Executive would otherwise be entitled if the Executive were not to agree to accordance with this General Release or the terms governing restricted stock or stock options. Notwithstanding the foregoing, in consideration of the Executive’s agreement Agreement shall have an exercise price equal to the terms and conditions contained in this General Release, the Company agrees to accelerate and fully vest as closing price of January 31, 2012 the portion a share of Executive’s stock option award granted on February 26, 2010 that is not vested as of the Termination Date (221,429 options to purchase the Company’s common stock at on the principal stock exchange on which the Company’s common stock is listed on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a purchase price separate written agreement(s) to be provided to Executive. In the event of $6.76) and to extend any conflict between the exercise period terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (vi) If any other option awards that shares or options provided for above are vested as not issued under the equity compensation plans of the Termination Date (Company, the “Equity Severance Benefit”) until Company hereby agrees to use commercially reasonable efforts to prepare and file with the close Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the New York Stock Exchange on January 31Securities Act of 1933, 2013 (as amended, so as to permit the “Exercise Deadline”). Any registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options underlying granted hereunder to the Equity Severance Benefit that are extent not exercised covered by the Exercise Deadline shall be forfeited and cancelled. The Executive acknowledges and agrees that the Equity Severance Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution of this General Release; (ii) is in full and final discharge of any and all liabilities and obligations an existing, effective registration statement of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees. The Executive acknowledges and agrees that he will continue to be subject to the IntraLinks Holdings, Inc. Statement of Company Policy on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Disclosure (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”)Company.

Restricted Stock and Stock Options. The (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, 20,000 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. Dividends on restricted stock shall be paid to Executive acknowledges at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options to purchase 75,000 shares of the Company’s common stock. Such stock options shall vest in equal installments on each of the first, second, third and agrees fourth anniversaries of the Effective Date. (iii) Following each calendar year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that all the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 10,000 shares of restricted stock and options that the Executive holds to purchase 75,000 shares of the Company’s common stock pursuant (4,167 shares of restricted stock and options to purchase 31,250 shares of Company common stock for the IntraLinks Holdings2007 calendar year). Stock options or shares of restricted stock so granted or issued shall vest in equal installments on each of the first, Inc. 2010 Equity Incentive Plan or any applicable predecessor plan second, third and fourth anniversaries of the date of grant thereof, provided however that are not vested in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the Termination Date shall lapse on that date and will not be releasable or exercisable. The release last day of any restricted shares and the exercise of any Employment Period. (iv) Any stock options shall be subject granted to the terms of the IntraLinks Holdings, Inc. 2010 Equity Incentive Plan, or applicable predecessor plan. This Section 3 is not intended to modify Executive in any respect the post-separation rights to which the Executive would otherwise be entitled if the Executive were not to agree to accordance with this General Release or the terms governing restricted stock or stock options. Notwithstanding the foregoing, in consideration of the Executive’s agreement Agreement shall have an exercise price equal to the terms and conditions contained in this General Release, the Company agrees to accelerate and fully vest as closing price of January 31, 2012 the portion a share of Executive’s stock option award granted on February 26, 2010 that is not vested as of the Termination Date (221,429 options to purchase the Company’s common stock at on the principal stock exchange on which the Company’s common stock is listed on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a purchase price separate written agreement(s) to be provided to Executive. In the event of $6.76) and to extend any conflict between the exercise period terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (v) If any other option awards that shares or options provided for above are vested as not issued under the equity compensation plans of the Termination Date (Company, the “Equity Severance Benefit”) until Company hereby agrees to use commercially reasonable efforts to prepare and file with the close Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the New York Stock Exchange on January 31Securities Act of 1933, 2013 (as amended, so as to permit the “Exercise Deadline”). Any registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options underlying granted hereunder to the Equity Severance Benefit that are extent not exercised covered by the Exercise Deadline shall be forfeited and cancelled. The Executive acknowledges and agrees that the Equity Severance Benefit: (i) is a benefit to which the Executive would not otherwise be entitled to but for the Executive’s agreement to and execution of this General Release; (ii) is in full and final discharge of any and all liabilities and obligations an existing, effective registration statement of the “Company Releasees” (as defined in Section 6 below) to the Executive, including with respect to termination benefits, severance pay, salary, wages, bonuses, incentive compensation, and all other compensation, employee benefits and otherwise, and (iii) exceeds any such payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, procedure or plan of any of the Company Releasees and/or any other agreement between the Executive and any of the Company Releasees. The Executive acknowledges and agrees that he will continue to be subject to the IntraLinks Holdings, Inc. Statement of Company Policy on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Disclosure (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”)Company.