CIO Employment Agreement - Leonard Goldstein

EXHIBIT 10.10


EXECUTION COPY


EMPLOYMENT AGREEMENT


This Agreement is made as of this 10th day of January, 2000 by and between IntraLinks, Inc., a Delaware corporation (the "Company") and Leonard Goldstein (the "Executive"), an individual residing at.


1. Term. Executive shall be employed by the Company for a period
---- commencing on January 10, 2000 and, except as provided herein, ending December 31, 2001 (the "Initial Term"). The Initial Term and each successive term thereafter shall automatically renew for successive one (1) year periods unless either party provides ninety (90) days prior written notice of its intention not to renew (the Initial Term and any subsequent renewal term, the "Term"). A failure not to renew this Agreement shall not constitute a termination of Executive's employment.


2. Position; Duties. Executive shall serve as Chief Information Officer
---------------- of the Company, reporting to the Chief Operating Officer of the Company, and shall perform such duties as requested by the Chief Operating Officer of the Company and as are normally assigned to a person of the Executive's title and position at a corporation of the size and nature of the Company. During the Term hereof, Executive shall devote all of his business time and attention to the business and affairs of the Company and use his best efforts to promote the business, affairs and reputation of the Company. Executive may serve as a Director of other companies that do not in any way compete with the business of the Company provided that serving on such board(s) does not interfere with the performance of his duties hereunder.


3. Compensation.
------------


(a) Base Salary. For services rendered to the Company hereunder, the
----------- Company shall pay Executive a salary equal to $200,000 per year (the "Base Salary"), which salary may be increased by the discretion of the Board of Directors. The Base Salary shall be adjusted annually during the term of this Agreement by the percentage increase in the Consumer Price Index for All Urban Consumers - All Items ("CPI-U") for the month of December immediately preceding the relevant annual period over the CPI-U of the preceding annual period. The "CPI-U" referred to herein is that CPI-U published by the Bureau of Labor Statistics, U.S. Department of Labor for the Northeast Area, Base Period: 1982- 84 = 100 or any successor or supplement thereto if publication thereof shall be discontinued or modified.


(b) Bonus Plan. Senior Management and the Board of Directors of the
---------- Company shall establish a Company bonus plan and Executive, together with all other eligible executives and employees of the Company, shall be eligible to participate in such bonus plan.


4. Benefits. Executive shall be eligible to participate in all benefit
-------- plans, on the same terms and conditions, as those benefit plans available to other executives of the Company including, without limitation, if applicable, retirement and savings plans, medical/dental and hospitalization plans and life insurance. Executive shall become eligible to participate in the Company's 401(k) retirement plan as of the first designated plan entry date following the completion of one year's employment with the Company. Executive shall also be entitled to four (4) weeks per annum vacation with full pay.


5. Expense Reimbursement. The Company shall reimburse Executive for all
--------------------- reasonable out-of-pocket expenses incurred in the performance of his services hereunder in accordance with the Company's applicable expense reimbursement and related policies and procedures as in effect from time to time and subject to submission by Executive of appropriate documentation reflecting the incurrence of such expenses.


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 from the Chief Executive Officer of the Company. "For 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, or (iv) Executive's habitual or willful neglect of duties or breach of the terms and provisions of this Agreement, the Agreements to be executed in connection herewith attached as Exhibit 6(a) hereto, or the policies of the Company known to Executive. In the event that Executive is terminated For Cause, Executive shall (i) be paid all Base Salary earned, accrued or owing to him under this Agreement through the date of termination but not yet paid, (ii) forfeit all rights to all unvested stock options granted to Executive, and (iii) no longer be entitled to receive any other compensation or benefits thereafter. In addition, any previously vested stock options held by Executive will terminate unless Executive shall exercise such options and fully pay for the underlying shares within ninety (90) days after the date of Executive's termination For Cause.


(b) Termination without Cause.
-------------------------


(i) The Company may, at any time, terminate this Agreement without Cause on written notice to Executive. For purposes hereof, the termination of this Agreement by Executive at his initiative following the date on which he learns of the occurrence of any of the following events shall constitute termination without Cause:


(A) a reduction in Executive's then current Base Salary, which reduction is not the result of across-the-board Company action reducing current Base Salary;


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(B) the removal of Executive as Chief Information Officer of the Company; and


(C) a material diminution in Executive's duties or the assignment to Executive of duties that materially impair his ability to perform the duties normally assigned to a person of his title and position at a corporation of the size and nature of the Company.


(ii) If Executive's employment is terminated without Cause (for any reason other than termination following Change of Control as defined in Section 6(d) hereof),


(A) the Company shall pay to Executive as liquidated damages an amount equal to one (1) year of Executive's Base Salary and a pro-rata portion of any bonus earned by Executive (and not yet paid) provided that any targets or other requirements set by the Board of Directors in connection with the grant of such bonus have been met on a pro-rata basis;


(B) the Company shall pay to Executive any other amount (including any portion of Base Salary) earned, accrued or owing to Executive through the date of termination but not yet paid;


(C) vested stock options shall remain exercisable for the remainder of their t ...