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Sample Business Contracts

Employment Agreement - IntraLinks and Patrick J. Wack Jr.

EMPLOYMENT AGREEMENT This Agreement, made as of this 7th day of July, 97 by and between IntraLinks, a Delaware Corporation (the "Company") and Patrick J. Wack, Jr. (the "Executive"), an individual residing at [Address] 1. Term. The Executive shall be employed by the Company for a period commencing on July 7, 1997 and, except as provided herein, ending 3 years from such date. At such time, this Agreement will automatically renew for a period of one year, unless either party provides 90 days notice of its intention not to renew. A failure not to renew this Agreement shall not constitute a termination of the Executive's employment. Notwithstanding the above, if as of September 30, 1998, the Executive is not elected by a majority of the Board of Directors to become Chief Executive Officer of the Company, the Executive, with 90 days notice, may terminate this agreement. 2. Position. The Executive shall serve as the Chief Operating Officer and Executive Vice-President of the Company, subject to being promoted to Chief Executive Officer per Section 1. 3. Compensation (i) Base Salary. For all services rendered to the Company, the Company shall pay the Executive a salary at the rate of $150,000 per year. Annually, commencing one year from the date of this agreement, the Executive will be entitled to a salary review by the Board of Directors, or a committee designated by the Board of Directors. The Board shall increase, but not decrease said salary; provided that the minimum increase is equal to the Consumer Price Index for All Urban Consumers as published by the US Department of Labor for the twelve month period immediately preceding the Salary Adjustment. (ii) Bonus. The Executive shall be paid eligible for a bonus under the Company's bonus plan as attached in Exhibit A. 4. Stock Options. The Executive is entitled to an annual review which, at the Board of Directors determination, may include an incentive stock option grant. 5. Benefits. The Executive shall be eligible to participate in all benefit plans, at the same terms, as those benefits granted to other Senior Executives of the company. At a minimum such benefits shall include family health benefits. The Executive shall be entitled to four (4) weeks vacation with full pay. 6. Termination of employment. (a) Termination for Cause Executive's employment under this Agreement may be terminated for cause at any time, effective upon written notice after formal action by the Board of Directors at a special meeting duly called for the purpose of considering the termination of the Executive. Executive shall have the right to receive notice of and appear at such meeting to respond to any allegations made against him. "Cause" shall be deemed to mean one or more of the following: (i) Executive's embezzlement or misappropriation of funds (ii) Executive's conviction of a felony involving moral turpitude (iii) Executive's commission of material acts of dishonesty, fraud, or deceit (iv) Executive's habitual or willful neglect of duties. In the event that the Executive is terminated for cause, the Executive shall be paid all compensation and other sums due to him through the date of termination, but shall not be entitled to receive any compensation or benefits thereafter. (b) Termination without Cause. The Company may, at any time, terminate this Agreement without cause on 90 days prior written notice to the Executive. If the Executive's employment is terminated without cause, for any reason other than Termination Following Change of Control as defined in Section 6.(d), the Company shall pay to the Executive as liquidated damages his Monthly Base Salary multiplied by the ratio of the Executive's length of employment (as measured from the Date of This Agreement) divided by 2, up to a maximum of the Annual Base Salary. If the Executive is terminated subject to the conditions described in Section 6(d), he shall be entitled to 18 months Base Salary. <PAGE> The Base Salary shall be paid in monthly installments or, at the option of the Executive, in a lump sum. Payments will begin with the date of termination and ending according to the above schedule (the "Severance Period"). Upon termination without cause, the Executive shall be deemed to be an executive of the Company for the Severance Period with respect to any health plans or other benefits. If the Executive's employment is by reason of a Change of Control as defined in Section 6.(d) and if the Executive is a participant in a stock option, equity vesting, or other equity participation plan, his unvested stock options or equity (common stock) will be accelerated and, if applicable, exercisable, as provided for in such plan. If Executive's employment is terminated without cause absent a Change of Control, there will be no accelerated vesting. If the Executive's employment is terminated without cause, the Company shall release the Executive from all liability for any and all acts or omissions of the Executive. (c) Termination Upon Death or Disability. If the Executive dies or becomes permanently disabled to the extent that he is unable to perform his duties under this Agreement, he shall be deemed terminated and he, his heirs, or assigns shall receive an amount equal to his Base Salary plus any bonus compensation. (d) Termination Following Change of Control. If, within 12 months after a Change of Control of the Company (as hereinafter defined), the Executive (i) is no longer Chief Operating or, as the case may be, Chief Executive Officer of the Company ,or the surviving entity of such transaction (without regard to any parent/subsidiary relationship), (ii) the Executive's duties or responsibilities are changed (iii) the Executive's current position in the chain of command of the Company or surviving entity of such transaction (without regard to any parent/subsidiary relationship) is materially changed or (iv) the Executive's benefits, access to benefits, or compensation are decreased, the Executive shall be conclusively deemed, in the sole discretion of the Executive, to have been terminated without cause with the benefits set forth in section 6(b). The Executive shall give the Board of Directors of the Company or surviving entity, written notice of his exercise of his rights hereunder. For purposes of this agreement, "Change of Control" shall be deemed to occur if any of the following have occurred: (i) the acquisition in one or more transactions by any person or entity or any group or persons or entities who constitute a group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of the 1934) of any securities such that there is a change in the beneficial ownership of more than 50% of the fully-diluted outstanding equity of the Company; provided that, a public offering of the Company's stock will not constitute a change of control; (ii) the dissolution of the Company; (iii) a sale or other disposition or the last sale or other disposition to occur in a series of sales/and or dispositions within any 18 month period ("Serial Sales") by the Company and/or one or more subsidiaries of the Company of assets which, in the case of Serial Sales, account for more than 50% of the consolidated revenues of the Company and its subsidiaries as determined by GAAP; provided, however, that no sale or disposition of assets or stock shall be taken into account to the extent that the proceeds of such sale or disposition are reinvested or used in the ongoing conduct by the Company or one or more of its subsidiaries of the business or the Company and/or such subsidiary or subsidiaries, provided further Athena such a reinvestment shall not be deemed to have occurred unless made within 18 months of such sale or disposition; or (iv) a sale of the business or business unit or facility within which the Executive is employed, as a result of which the Executive is no longer employed by an entity which is directly or indirectly controlled by the Company. 7. Indemnification. The Company will indemnify the Executive to the fullest extent permitted (including payment of legal expenses as incurred) by law or the Company's by-laws. The Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers. 8. Miscellaneous <PAGE> This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This agreement shall not be amended unless signed by the Company and the Executive. a) Any notices required shall be in writing and shall be deemed to be duly made or given when mailed by registered or certified mail, return receipt requested to Patrick J. Wack, JR. Intralinks 21 John Street 1372 Broadway Greenwich, CT 06831 New York, NY 10018 Attn: Mark Adams (b) This agreement shall not be amended except by a writing signed by both parties hereof. This agreement may be executed in counterpart signature pages, which when taken together with signature of all parties, shall constitute a complete original. (c) In the event of a Change of Control, the Company will require the successor to the Company as the Executive's employer to expressly assume and agree to perform this agreement in the same manner and to the same extent that the Company would have been required to perform. This Agreement shall inure to the benefit of the Executive's personal or legal representatives, executors, administrators, heirs, and successors. This agreement shall not be assignable by the Executive. (d) Each party shall pay its own expenses in connection with the execution of this agreement. (e) Each party hereto represents and warrants that they are not party to any other agreement which would conflict with or interfere with the terms and conditions of this Agreement. (f) No waiver of any breach of any terms hereof shall be effective unless made in writing signed by the party against whom enforcement of the waiver is sought, and such waiver shall not be construed as a waiver of any subsequent breach of that term or of any other term of the same or different nature. (g) The parties agree to submit all controversies, claims and matters of difference in any way related to this Agreement or the performance or breach of the whole or any part hereof, to arbitration in New York, NY, according to the rules and practices of the American Arbitration Association. Any such dispute shall be decided by three (3) arbitrators. Arbitration of any such controversy, claim or matter of difference shall be a condition precedent to any legal action thereon. Awards shall be final and binding on all parties to the extent and in the manner provided by New York law. In witness whereof, the undersigned have executed this agreement as of the first date above written. /s/ Patrick J. Wack ------------------------------------- Patrick J. Wack, Jr. Intralinks, Inc. By: /s/ Mark Adams --------------------------------- Its: President & CEO -------------------------------- <PAGE> Final Plan IntraLinks, Inc. 5/23/97 -------------------------------------------------------------------------------- Management Performance Incentives -- Cash Bonus Plan In order to attract and retain the best available talent and to encourage the highest level of performance to serve the best interests of IntraLinks and its shareholders, the Board has approved an annual cash bonus plan for its employees (the "Bonus Plan"). Administration The Bonus Plan will be administered by a three-member Compensation Committee of the Board of Directors. Subject to provisions of the IntraLinks Stockholders' Agreement and consistent with the Company's primary mission and business goals, the Committee in its discretion shall have plenary authority to: o determine the total amount of cash bonus awards ("Bonus Pool") to be granted to all employees on an annual basis; o determine all the persons to whom, and the time or times at which, individual awards shall be granted and paid ("Individual Awards"); and o interpret the Bonus Plan and prescribe, amend and rescind all policy, rules and regulations relating thereto. Bonus Pool The size of the annual Bonus Pool will be based upon the achievement of growth in annual revenues and the annual growth in EBIT (Earnings Before Interest and Taxes). In principle, the size of the Bonus Pool will be calculated based on the formula: o 5%-10% of the increase in annual revenues, plus o 5%-10% of the increase in EBIT profit(1). The decision on whether to award as a Bonus Pool of 5% or 10% of the annual increase in revenue and/or EBIT growth, or a percentage in between 5% and 10%, will be made by the Committee based in part on subjective considerations, including but not limited to the relationship between actual results and the Company's business and financial plans, and the business outlook for the coming year. Bonus Pool amounts will be accrued annually but not paid out to individuals until and unless the Company has positive annual EBIT profits. Accrued Individual Awards will be carried forward and will be paid in cash only at such time and to such extent as permitted by a positive EBIT result(s) for the prior calendar year(s). The total accrued Bonus Pool amount paid out in any one year will be limited to a maximum of 40% of the Company's EBIT profit for that same year. ---------- /1/ A decrease in EBIT Loss is considered to be an increase in EBIT Profit. -------------------------------------------------------------------------------- Page 1 <PAGE> Final Plan IntraLinks, Inc. 5/23/97 -------------------------------------------------------------------------------- Individual Awards Individual Awards in aggregate will not exceed the size of the Bonus Pool and Preliminary Allocations will be determined by the Committee annually in advance of the year to which they apply. The Bonus Plan will commence on January 1, 1998. The allocation of the Bonus Pool to individual employees will change from year to year, based upon the Committee's quantitative and qualitative assessment of the past and prospective performance of each individual - in contributing to the Company's success, and based upon the relative importance of each person's job duties. There is no requirement that the entire Bonus Pool must be awarded to individuals. Final determination of the size of the Bonus Pool and the Final Allocation of the Bonus Pool to individuals will be made by the Committee in February of the year following the calendar year to which the Bonus Pool applies. At the same time, the Committee will make a Preliminary Allocation of the Bonus Pool to individuals for the forthcoming year. Individuals subject to the Preliminary Allocation of Individual Awards who are no longer employed by the Company at the time of the Final Allocation - will not receive a final Individual Award for that year, unless the Committee should decide otherwise. Once an Individual Award is Final, the accrued Individual Award vests immediately and will be paid in cash, pro rata to other Individual Awards, at the same time as other Individual Awards are paid in cash, whether or not the recipient at that time still is employed by the Company. -------------------------------------------------------------------------------- Page 2 <PAGE> INTRALINKS, INC. 1372 Broadway New York, New York 10018-6106 December 15, 1997 Patrick J. Wack, Jr. 21 John Street Greenwich, CT 06831 Dear Patrick: Reference is made to that certain Employment Agreement dated as of July 7, 1997 (the "Agreement") by and between IntraLinks, Inc. (the "Company") and you which is hereby amended as follows: The last sentence of Section 1 of the Agreement is hereby amended to strike the reference to "September 30, 1998" and replace it with "January 1, 1999". Section 3 (ii) of the Agreement is hereby eliminated and any references to such subsection shall be without force and effect. In all other respects, the Agreement remains unchanged and in full force and effect. If the foregoing is acceptable to you, please sign as indicated below. All other terms and conditions of the Agreement remain unchanged and in full force and effect. INTRALINKS, INC. By: /s/ Mark S. Adams ------------------------------------ Name: Mark S. Adams Title: Chief Executive Officer Agreed and Accepted by: /s/ Patrick J. Wack, Jr. --------------------------------- Patrick J. Wack, Jr.