exh10362013esppamendedth







            ROCKET FUEL INC.   2013 EMPLOYEE STOCK PURCHASE PLAN   (as amended and restated March 9, 2016)   1. Purpose.  The purpose of the Plan is to provide employees of the Company and its   Designated Companies with an opportunity to purchase Common Stock through accumulated   Contributions.  The Company intends for the Plan to have two components: a Code Section 423   Component (“423 Component”) and a non-Code Section 423 Component (“Non-423 Component”).    The Company’s intention is to have the 423 Component of the Plan qualify as an “employee stock   purchase plan” under Section 423 of the Code.  The provisions of the 423 Component, accordingly,   will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory   basis consistent with the requirements of Section 423 of the Code.  In addition, this Plan authorizes   the grant of an option to purchase shares of Common Stock under the Non-423 Component that does   not qualify as an “employee stock purchase plan” under Section 423 of the Code; such an option will   be granted pursuant to rules, procedures or sub-plans adopted by the Administrator designed to   achieve tax, securities laws or other objectives for Eligible Employees and the Company.  Except as   otherwise provided herein, the Non-423 Component will operate and be administered in the same   manner as the 423 Component.    2. Definitions.   (a) “Administrator” means the Board or any Committee designated by the Board   to administer the Plan pursuant to Section 14.   (b) “Affiliate” means any entity, other than a Subsidiary, in which the Company   has an equity or other ownership interest.   (c) “Applicable Laws” means the legal and regulatory requirements relating to the   administration of equity-based awards, including but not limited to, under U.S. state corporate laws,   U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which   the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction   where options are, or will be, granted under the Plan.   (d) “Board” means the Board of Directors of the Company.   (e) “Change in Control” means the occurrence of any of the following events:   (i) A change in the ownership of the Company which occurs on the date   that any one person, or more than one person acting as a group (“Person”), acquires ownership of the   stock of the Company that, together with the stock held by such Person, constitutes more than fifty   percent (50%) of the total voting power of the stock of the Company; provided, however, that for   purposes of this subsection, the acquisition of additional stock by any one Person, who is considered     





 







            to own more than fifty percent (50%) of the total voting power of the stock of the Company will not   be considered a Change in Control; or    (ii)  A change in the effective control of the Company which occurs on the   date that a majority of members of the Board is replaced during any twelve (12) month period by   Directors whose appointment or election is not endorsed by a majority of the members of the Board   prior to the date of the appointment or election.  For purposes of this subsection (ii), if any Person is   considered to be in effective control of the Company, the acquisition of additional control of the   Company by the same Person will not be considered a Change in Control; or    (iii) A change in the ownership of a substantial portion of the Company’s   assets which occurs on the date that any Person acquires (or has acquired during the twelve (12)   month period ending on the date of the most recent acquisition by such person or persons) assets   from the Company that have a total gross fair market value equal to or more than fifty percent (50%)   of the total gross fair market value of all of the assets of the Company immediately prior to such   acquisition or acquisitions; provided, however, that for purposes of this subsection, the following   will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a   transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer,   or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before   the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent   (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the   Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total   value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty   percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a   Person described in this subsection (iii)(B)(3).  For purposes of this subsection, gross fair market   value means the value of the assets of the Company, or the value of the assets being disposed of,   determined without regard to any liabilities associated with such assets.    For purposes of this definition, persons will be considered to be acting as a group if   they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of   stock, or similar business transaction with the Company.   Notwithstanding the foregoing, a transaction will not be deemed a Change in Control   unless the transaction qualifies as a change in control event within the meaning of Code   Section 409A, as it has been and may be amended from time to time, and any proposed or final U.S.   Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be   promulgated thereunder from time to time.   Further and for the avoidance of doubt, a transaction will not constitute a Change in   Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole   purpose is to create a holding company that will be owned in substantially the same proportions by   the persons who held the Company’s securities immediately before such transaction.     





 







            (f) “Code” means the U.S. Internal Revenue Code of 1986, as amended.    Reference to a specific section of the Code or U.S. Treasury Regulation thereunder will include such   section or regulation, any valid regulation or other official applicable guidance promulgated under   such section, and any comparable provision of any future legislation or regulation amending,   supplementing or superseding such section or regulation.   (g) “Committee” means a committee of the Board appointed in accordance with   Section 14 hereof.   (h) “Common Stock” means the common stock of the Company.   (i) “Company” means Rocket Fuel Inc., a Delaware corporation, or any successor   thereto.    (j) “Compensation” means an Eligible Employee’s base straight time gross   earnings, payments for overtime and shift premium, but exclusive of payments for incentive   compensation, commissions, equity compensation, bonuses and other similar compensation.  The   Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different   definition of Compensation for a subsequent Offering Period.    (k) “Contributions” means the payroll deductions and other additional payments   that the Company may permit to be made by a Participant to fund the exercise of options granted   pursuant to the Plan.    (l) “Designated Company” means any Subsidiary or Affiliate that has been   designated by the Administrator from time to time in its sole discretion as eligible to participate in   the Plan.  For purposes of the 423 Component, only the Company and its Subsidiaries may be   Designated Companies, provided, however that at any given time, a Subsidiary that is a Designated   Company under the 423 Component shall not be a Designated Company under the Non-423   Component.   (m) “Director” means a member of the Board.   (n) “Eligible Employee” means any individual who is a common law employee   providing services to the Company or a Designated Company and is customarily employed for at   least twenty (20) hours per week and more than five (5) months in any calendar year by the   Employer, or any lesser number of hours per week and/or number of months in any calendar year   established by the Administrator (if required under applicable local law) for purposes of any separate   Offering or for Eligible Employees participating in the Non-423 Component.  For purposes of the   Plan, the employment relationship will be treated as continuing intact while the individual is on sick   leave or other leave of absence that the Employer approves or is legally protected under Applicable   Laws.  Where the period of leave exceeds three (3) months and the individual’s right to   reemployment is not guaranteed either by statute or by contract, the employment relationship will be   deemed to have terminated three (3) months and one (1) day following the commencement of such     





 







            leave.  The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for   all options to be granted on such Enrollment Date in an Offering, determine (for each Offering under   the 423 Component, on a uniform and nondiscriminatory basis or as otherwise permitted by   Treasury Regulation Section 1.423-2) that the definition of Eligible Employee will or will not   include an individual if he or she: (i) has not completed at least two (2) years of service since his or   her last hire date (or such lesser period of time as may be determined by the Administrator in its   discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period   of time as may be determined by the Administrator in its discretion), (iii) customarily works not   more than five (5) months per calendar year (or such lesser period of time as may be determined by   the Administrator in its discretion), (iv) is a highly compensated employee within the meaning of   Section 414(q) of the Code, or (v) is a highly compensated employee within the meaning of Section   414(q) of the Code with compensation above a certain level or is an officer or subject to the   disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied with   respect to each Offering under the 423 Component in an identical manner to all highly compensated   individuals of the Employer whose employees are participating in that Offering.  Each exclusion   shall be applied with respect to an Offering under a 423 Component in a manner complying with   U.S. Treasury Regulation Section 1.423-2(e)(2)(ii).  Such exclusions may be applied with respect to   an Offering under the Non- 423 Component without regard to the limitations of Treasury Regulation   Section 1.423-2.   (o) “Employer” means the employer of the applicable Eligible Employee(s).   (p) “Enrollment Date” means the first Trading Day of each Offering Period.   (q) “Exchange Act” means the Securities Exchange Act of 1934, as amended,   including the rules and regulations promulgated thereunder.    (r) “Exercise Date” means the last Trading Day of each Purchase Period.     (s) “Fair Market Value” means, as of any date and unless the Administrator   determines otherwise, the value of Common Stock determined as follows:   (i) If the Common Stock is listed on any established stock exchange or a   national market system, including without limitation the NASDAQ Global Select Market, the   NASDAQ Global Market, the NASDAQ Capital Market of The NASDAQ Stock Market or the New   York Stock Exchange, its Fair Market Value will be the closing sales price for such stock as quoted   on such exchange or system on the date of determination (or the closing bid, if no sales were   reported), as reported in The Wall Street Journal or such other source as the Administrator deems   reliable;   (ii) If the Common Stock is regularly quoted by a recognized securities   dealer but selling prices are not reported, its Fair Market Value will be the mean between the high   bid and low asked prices for the Common Stock on the date of determination (or if no bids and asks     





 







            were reported on that date, as applicable, on the last Trading Day such bids and asks were reported),   as reported in The Wall Street Journal or such other source as the Administrator deems reliable;  or   (iii) In the absence of an established market for the Common Stock, the   Fair Market Value thereof will be determined in good faith by the Administrator.   (t) “Fiscal Year” means the fiscal year of the Company.   (u) “New Exercise Date” means a new Exercise Date if the Administrator   shortens any Offering Period then in progress.   (v) “Offering” means an offer under the Plan of an option that may be exercised   during an Offering Period as further described in Section 4.  For purposes of the Plan, the   Administrator may designate separate Offerings under the Plan (the terms of which need not be   identical) in which Eligible Employees of one or more Employers will participate, even if the dates   of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan   will separately apply to each Offering.  To the extent permitted by U.S. Treasury Regulation   Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms of the   Plan and an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3).     (w) “Offering Periods” means, for Offering Periods beginning prior to June 1,   2016, the periods of approximately six (6) months during which an option granted pursuant to the   Plan may be exercised, (i) commencing on the first Trading Day on or after June 1 and December 1   of each year and terminating on the first Trading Day on or before May 31 and November 30,   approximately six (6) months later.  For Offering Periods beginning on or after June 1, 2016,   “Offering Periods” means the periods of approximately twenty-four (24) months during which an   option granted pursuant to the Plan may be exercised, (i) commencing on the first Trading Day on or   after June 1 and December 1 of each year and terminating on the first Trading Day on or before May   31 and November 30, approximately twenty-four (24) months later.  The duration and timing of   Offering Periods may be changed pursuant to Sections 4 and 20.    (x) “Parent” means a “parent corporation,” whether now or hereafter existing, as   defined in Section 424(e) of the Code.   (y) “Participant” means an Eligible Employee that participates in the Plan.     (z) “Plan” means this Rocket Fuel Inc. 2013 Employee Stock Purchase Plan, as   amended and restated.     (aa) “Purchase Period” means each period during an Offering Period during which   shares of Common Stock may be purchased on a Participant’s behalf in accordance with the terms of   the Plan.  For Offering Periods beginning prior to June 1, 2016, unless the Administrator provides   otherwise, the Purchase Period will have the same duration and coincide with the length of the   Offering Period. For Offering Periods beginning on or after June 1, 2016, unless the Administrator     





 







            provides otherwise, “Purchase Period” means the approximately six (6)-month period commencing   after one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period   of any Offering Period will commence on the Enrollment Date and end with the next Exercise Date.   (bb) “Purchase Price” means an amount equal to eighty-five percent (85%) of the   Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date,   whichever is lower; provided however, that the Purchase Price may be determined for subsequent   Offering Periods by the Administrator subject to compliance with Section 423 of the Code (or any   successor rule or provision or any other Applicable Law, regulation or stock exchange rule) or   pursuant to Section 20.   (cc) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter   existing, as defined in Section 424(f) of the Code.   (dd) “Trading Day” means a day on which the national stock exchange upon which   the Common Stock is listed is open for trading.   (ee) “U.S. Treasury Regulations” means the Treasury regulations of the Code.    Reference to a specific Treasury Regulation or Section of the Code shall include such Treasury   Regulation or Section, any valid regulation promulgated under such Section, and any comparable   provision of any future legislation or regulation amending, supplementing or superseding such   Section or regulation.   3. Eligibility.   (a) [RESERVED]   (b) Offering Periods.  Any Eligible Employee on a given Enrollment Date will be   eligible to participate in the Plan, subject to the requirements of Section 5.     (c) Non-U.S. Employees.  Eligible Employees who are citizens or residents of a   non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United   States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be   excluded from participation in the Plan or an Offering if the participation of such employees is   prohibited under the laws of the applicable jurisdiction or if complying with the laws of the   applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code.  In   the case of the Non-423 Component, an Eligible Employee may be excluded from participation in   the Plan or an Offering if the Administrator has determined that participation of such Eligible   Employee is not advisable or practicable.      (d) Limitations.  Any provisions of the Plan to the contrary notwithstanding, no   Eligible Employee will be granted an option under the Plan (i) to the extent that, immediately after   the grant, such Eligible Employee (or any other person whose stock would be attributed to such   Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company     





 







            or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock   possessing five percent (5%) or more of the total combined voting power or value of all classes of   the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent   that his or her rights to purchase stock under all employee stock purchase plans (as defined in   Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a   rate, which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair   Market Value of the stock at the time such option is granted) for each calendar year in which such   option is outstanding at any time, as determined in accordance with Section 423 of the Code and the   regulations thereunder.   4. Offering Periods.  Prior to June 1, 2016, the Plan will be implemented by consecutive   Offering Periods with a new Offering Period commencing on the first Trading Day on or after June 1   and December 1 each year, or on such other date as the Administrator will determine.  On and after   June 1, 2016, the Plan will be implemented by overlapping Offering Periods with a new Offering   Period commencing on the first Trading Day on or after June 1 and December 1 each year, or on   such other date as the Administrator will determine.  The Administrator will have the power to   change the duration of Offering Periods (including the commencement dates thereof) with respect to   future Offerings without stockholder approval if such change is announced prior to the scheduled   beginning of the first Offering Period to be affected thereafter; provided, however, that no Offering   Period may last more than twenty-seven (27) months.   5. Participation.     (a) [RESERVED]   (b) Offering Periods.  An Eligible Employee may participate in the Plan pursuant   to Section 3(b) by (i) submitting to the Company’s stock administration office (or its designee), on   or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly   completed subscription agreement authorizing Contributions in the form provided by the   Administrator for such purpose, or (ii) following an electronic or other enrollment procedure   determined by the Administrator.    6. Contributions.   (a) At the time a Participant enrolls in the Plan pursuant to Section 5, he or she   will elect to have Contributions (in the form of payroll deductions or otherwise, to the extent   permitted by the Administrator) made on each pay day made during the Offering Period in an   amount not exceeding fifteen percent (15%) of the Compensation, which he or she receives on each   pay day during the Offering Period; provided, however, that should a pay day occur on an Exercise   Date, a Participant will have any payroll deductions made on such day applied to his or her account   under the subsequent Purchase Period or Offering Period.  The Administrator, in its sole discretion,   may permit all Participants in a specified Offering to contribute amounts to the Plan through   payment by cash, check or other means set forth in the subscription agreement prior to each Exercise     





 







            Date of each Purchase Period.  A Participant’s subscription agreement will remain in effect for   successive Offering Periods unless terminated as provided in Section 10 hereof.   (b) In the event Contributions are made in the form of payroll deductions, such   payroll deductions for a Participant will commence on the first pay day following the Enrollment   Date and will end on the last pay day prior to the Exercise Date of such Offering Period to which   such authorization is applicable, unless sooner terminated by the Participant as provided in Section   10 hereof.   (c) All Contributions made for a Participant will be credited to his or her account   under the Plan and Contributions will be made in whole percentages only.  A Participant may not   make any additional payments into such account.   (d) A Participant may discontinue his or her participation in the Plan as provided   in Section 10.  If permitted by the Administrator, as determined in its sole discretion, for an Offering   Period, a Participant may increase or decrease the rate of his or her Contributions during the   Offering Period by (i) properly completing and submitting to the Company’s stock administration   office (or its designee), on or before a date determined by the Administrator prior to an applicable   Exercise Date, a new subscription agreement authorizing the change in Contribution rate in the form   provided by the Administrator for such purpose, or (ii) following an electronic or other procedure   prescribed by the Administrator.  If a Participant has not followed such procedures to change the rate   of Contributions, the rate of his or her Contributions will continue at the originally elected rate   throughout the Offering Period and future Offering Periods (unless terminated as provided in   Section 10).  The Administrator may, in its sole discretion, limit the nature and/or number of   Contribution rate changes that may be made by Participants during any Offering Period, and may   establish such other conditions or limitations as it deems appropriate for Plan administration.  Any   change in payroll deduction rate made pursuant to this Section 6(d) will be effective as of the first   full payroll period following five (5) business days after the date on which the change is made by the   Participant (unless the Administrator, in its sole discretion, elects to process a given change in   payroll deduction rate more quickly).     (e) Notwithstanding the foregoing, to the extent necessary to comply with   Section 423(b)(8) of the Code and Section 3(d), a Participant’s Contributions may be decreased to   zero percent (0%) at any time during a Purchase Period.  Subject to Section 423(b)(8) of the Code,   and Section 3(d) hereof, Contributions will recommence at the rate originally elected by the   Participant effective as of the beginning of the first Purchase Period scheduled to end in the   following calendar year, unless terminated by the Participant as provided in Section 10.    (f) Notwithstanding any provisions to the contrary in the Plan, the Administrator   may allow Eligible Employees to participate in the Plan via cash contributions instead of payroll   deductions if (i) payroll deductions are not permitted under applicable local law, (ii) the   Administrator determines that cash contributions are permissible under Section 423 of the Code or   (iii) for Participants participating in the Non-423 Component.     





 







            (g) At the time the option is exercised, in whole or in part, or at the time some or   all of the Common Stock issued under the Plan is disposed of (or any other time that a taxable event   related to the Plan occurs), the Participant must make adequate provision for the Company’s or   Employer’s federal, state, local or any other tax liability payable to any authority including taxes   imposed by jurisdictions outside of the U.S., national insurance, social security or other tax   withholding obligations, if any, which arise upon the exercise of the option or the disposition of the   Common Stock (or any other time that a taxable event related to the Plan occurs).  At any time, the   Company or the Employer may, but will not be obligated to, withhold from the Participant’s   compensation the amount necessary for the Company or the Employer to meet applicable   withholding obligations, including any withholding required to make available to the Company or   the Employer any tax deductions or benefits attributable to sale or early disposition of Common   Stock by the Eligible Employee. In addition, the Company or the Employer may, but will not be   obligated to, withhold from the proceeds of the sale of Common Stock or any other method of   withholding the Company or the Employer deems appropriate to the extent permitted by U.S.   Treasury Regulation Section 1.423-2(f).     7. Grant of Option.  On the Enrollment Date of each Offering Period, each Eligible   Employee participating in such Offering Period will be granted an option to purchase on each   Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of   shares of Common Stock determined by dividing such Eligible Employee’s Contributions   accumulated prior to such Exercise Date and retained in the Eligible Employee’s account as of the   Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee   be permitted to purchase during each Purchase Period more than 3,000 shares of Common Stock   (subject to any adjustment pursuant to Section 19) and provided further that such purchase will be   subject to the limitations set forth in Sections 3(d) and 13.  The Eligible Employee may accept the   grant of such option by electing to participate in the Plan in accordance with the requirements of   Section 5.  The Administrator may, for future Offering Periods, increase or decrease, in its absolute   discretion, the maximum number of shares of Common Stock that an Eligible Employee may   purchase during each Purchase Period of an Offering Period.  Exercise of the option will occur as   provided in Section 8, unless the Participant has withdrawn pursuant to Section 10.  The option will   expire on the last day of the Offering Period.   8. Exercise of Option.   (a) Unless a Participant withdraws from the Plan as provided in Section 10, his or   her option for the purchase of shares of Common Stock will be exercised automatically on the   Exercise Date, and the maximum number of full shares subject to the option will be purchased for   such Participant at the applicable Purchase Price with the accumulated Contributions from his or her   account.  No fractional shares of Common Stock will be purchased.  Any funds left over in a   Participant’s account after the Exercise Date, including, effective for Offering Periods beginning on   and after June 1, 2013 any Contributions accumulated in a Participant’s account which are not   sufficient to purchase a full share, will be returned to the Participant; provided, however, for   Offering Periods beginning prior to June 1, 2016, any Contributions accumulated in a Participant’s     





 







            account which are not sufficient to purchase a full share will be retained in the Participant’s account   for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the   Participant as provided in Section 10.  During a Participant’s lifetime, a Participant’s option to   purchase shares hereunder is exercisable only by him or her.   (b) If the Administrator determines that, on a given Exercise Date, the number of   shares of Common Stock with respect to which options are to be exercised may exceed (i) the   number of shares of Common Stock that were available for sale under the Plan on the Enrollment   Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for   sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide   that the Company will make a pro rata allocation of the shares of Common Stock available for   purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be   practicable and as it will determine in its sole discretion to be equitable among all Participants   exercising options to purchase Common Stock on such Exercise Date, and continue all Offering   Periods then in effect or (y) provide that the Company will make a pro rata allocation of the shares   available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a   manner as will be practicable and as it will determine in its sole discretion to be equitable among all   participants exercising options to purchase Common Stock on such Exercise Date, and terminate any   or all Offering Periods then in effect pursuant to Section 20.  The Company may make a pro rata   allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant   to the preceding sentence, notwithstanding any authorization of additional shares for issuance under   the Plan by the Company’s stockholders subsequent to such Enrollment Date.   9. Delivery.  As soon as reasonably practicable after each Exercise Date on which a   purchase of shares of Common Stock occurs, the Company will arrange the delivery to each   Participant of the shares purchased upon exercise of his or her option in a form determined by the   Administrator (in its sole discretion) and pursuant to rules established by the Administrator.  The   Company may permit or require that shares be deposited directly with a broker designated by the   Company or to a designated agent of the Company, and the Company may utilize electronic or   automated methods of share transfer.  The Company may require that shares be retained with such   broker or agent for a designated period of time and/or may establish other procedures to permit   tracking of disqualifying dispositions of such shares.  No Participant will have any voting, dividend,   or other stockholder rights with respect to shares of Common Stock subject to any option granted   under the Plan until such shares have been purchased and delivered to the Participant as provided in   this Section 9.   10. Withdrawal.   (a) A Participant may withdraw all but not less than all the Contributions credited   to his or her account and not yet used to exercise his or her option under the Plan at any time by   (i) submitting to the Company’s stock administration office (or its designee) a written notice of   withdrawal in the form determined by the Administrator for such purpose (which may be similar to   the form attached hereto as Exhibit B), or (ii) following an electronic or other withdrawal procedure     





 







            determined by the Administrator.  All of the Participant’s Contributions credited to his or her   account will be paid to such Participant promptly after receipt of notice of withdrawal and such   Participant’s option for the Offering Period will be automatically terminated, and no further   Contributions for the purchase of shares will be made for such Offering Period.  If a Participant   withdraws from an Offering Period, Contributions will not resume at the beginning of the   succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the   provisions of Section 5.   (b) A Participant’s withdrawal from an Offering Period will not have any effect   upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the   Company or in succeeding Offering Periods that commence after the termination of the Offering   Period from which the Participant withdraws.   11. Termination of Employment.  Upon a Participant’s ceasing to be an Eligible Employee,   for any reason, he or she will be deemed to have elected to withdraw from the Plan and the   Contributions credited to such Participant’s account during the Offering Period but not yet used to   purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case   of his or her death, to the person or persons entitled thereto under Section 15, and such Participant’s   option will be automatically terminated.  Unless determined otherwise by the Administrator in a   manner that, with respect to an Offering under the 423 Component, is permitted by, and compliant   with, Section 423 of the Code, a Participant whose employment transfers between entities through a   termination with an immediate rehire (with no break in service) by the Company or a Designated   Company shall not be treated as terminated under the Plan; however, no Participant shall be deemed   to switch from an Offering under the Non-423 Component to an Offering under the 423 Component   or vice versa unless (and then only to the extent) such switch would not cause the 423 Component or   any Option thereunder to fail to comply with Section 423 of the Code.   12. Interest.  No interest will accrue on the Contributions of a participant in the Plan, except   as may be required by Applicable Law, as determined by the Company, and if so required by the   laws of a particular jurisdiction, shall, with respect to Offerings under the 423 Component, apply to   all Participants in the relevant Offering except to the extent otherwise permitted by U.S. Treasury   Regulation Section 1.423-2(f).   13. Stock.   (a) Subject to adjustment upon changes in capitalization of the Company as   provided in Section 19 hereof, the maximum number of shares of Common Stock that will be made   available for sale under the Plan will be 1,000,000 shares of Common Stock, plus an annual increase   to be added on the first day of each Fiscal Year beginning with the 2014 Fiscal Year equal to the   least of (i) 1,500,000 shares of Common Stock, (ii) two percent (2%) of the outstanding shares of   Common Stock on such date, or (iii) an amount determined by the Administrator.   (b) Until the shares are issued (as evidenced by the appropriate entry on the books   of the Company or of a duly authorized transfer agent of the Company), a Participant will only have     





 







            the rights of an unsecured creditor with respect to such shares, and no right to vote or receive   dividends or any other rights as a stockholder will exist with respect to such shares.   (c) Shares of Common Stock to be delivered to a Participant under the Plan will   be registered in the name of the Participant or in the name of the Participant and his or her spouse.   14. Administration.  The Plan will be administered by the Board or a Committee appointed   by the Board, which Committee will be constituted to comply with Applicable Laws.  The   Administrator will have full and exclusive discretionary authority to construe, interpret and apply the   terms of the Plan, to designate separate Offerings under the Plan, to designate Subsidiaries and   Affiliates as participating in the 423 Component or Non-423 Component, to determine eligibility, to   adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems   necessary for the administration of the Plan (including, without limitation, to adopt such procedures   and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees   who are foreign nationals or employed outside the U.S., the terms of which sub-plans may take   precedence over other provisions of this Plan, with the exception of Section 13(a) hereof, but unless   otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the   operation of such sub-plan).  Unless otherwise determined by the Administrator, the employees   eligible to participate in each sub-plan will participate in a separate Offering and will be in the   Non-423 Component, unless such designation would cause the 423 Component to violate the   requirements of Section 423 of the Code.  Without limiting the generality of the foregoing, the   Administrator is specifically authorized to adopt rules and procedures regarding eligibility to   participate, the definition of Compensation, handling of Contributions, making of Contributions to   the Plan (including, without limitation, in forms other than payroll deductions), establishment of   bank or trust accounts to hold Contributions, payment of interest, conversion of local currency,   obligations to pay payroll tax, determination of beneficiary designation requirements, withholding   procedures and handling of stock certificates that vary with applicable local requirements.  The   Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury   Regulation Section 1.423-2(f), the terms of an option granted under the Plan or an Offering to   citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options   granted under the Plan or the same Offering to employees resident solely in the U.S.  Every finding,   decision and determination made by the Administrator will, to the full extent permitted by law, be   final and binding upon all parties.     15. Designation of Beneficiary.   (a) If permitted by the Administrator, a Participant may file a designation of a   beneficiary who is to receive any shares of Common Stock and cash, if any, from the Participant’s   account under the Plan in the event of such Participant’s death subsequent to an Exercise Date on   which the option is exercised but prior to delivery to such Participant of such shares and cash.  In   addition, if permitted by the Administrator, a Participant may file a designation of a beneficiary who   is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s     





 







            death prior to exercise of the option.  If a Participant is married and the designated beneficiary is not   the spouse, spousal consent will be required for such designation to be effective.   (b) Such designation of beneficiary may be changed by the Participant at any time   by notice in a form determined by the Administrator.  In the event of the death of a Participant and in   the absence of a beneficiary validly designated under the Plan who is living at the time of such   Participant’s death, the Company will deliver such shares and/or cash to the executor or   administrator of the estate of the Participant, or if no such executor or administrator has been   appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such   shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if   no spouse, dependent or relative is known to the Company, then to such other person as the   Company may designate.   (c) All beneficiary designations will be in such form and manner as the   Administrator may designate from time to time.  Notwithstanding Sections 15(a) and (b) above, the   Company and/or the Administrator may decide not to permit such designations by Participants in   non-U.S. jurisdictions to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).     16. Transferability.  Neither Contributions credited to a Participant’s account nor any rights   with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be   assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of   descent and distribution or as provided in Section 15 hereof) by the Participant.  Any such attempt at   assignment, transfer, pledge or other disposition will be without effect, except that the Company   may treat such act as an election to withdraw funds from an Offering Period in accordance with   Section 10 hereof.   17. Use of Funds.  The Company may use all Contributions received or held by it under the   Plan for any corporate purpose, and the Company will not be obligated to segregate such   Contributions except under Offerings, or for Participants in the Non-423 Component, for which   Applicable Laws require that Contributions to the Plan by Participants be segregated from the   Company’s general corporate funds and/or deposited with an independent third party.  Until shares   of Common Stock are issued, Participants will only have the rights of an unsecured creditor with   respect to such shares.   18. Reports.  Individual accounts will be maintained for each Participant in the Plan.    Statements of account will be given to participating Eligible Employees at least annually, which   statements will set forth the amounts of Contributions, the Purchase Price, the number of shares of   Common Stock purchased and the remaining cash balance, if any.   19. Adjustments, Dissolution, Liquidation, Merger or Change in Control.   (a) Adjustments.  In the event that any dividend or other distribution (whether in   the form of cash, Common Stock, other securities, or other property), recapitalization, stock split,   reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,     





 







            repurchase, or exchange of Common Stock or other securities of the Company, or other change in   the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in   order to prevent dilution or enlargement of the benefits or potential benefits intended to be made   available under the Plan, will, in such manner as it may deem equitable, adjust the number and class   of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number   of shares of Common Stock covered by each option under the Plan that has not yet been exercised,   and the numerical limits of Sections 7 and 13.   (b) Dissolution or Liquidation.  In the event of the proposed dissolution or   liquidation of the Company, any Offering Period then in progress will be shortened by setting a New   Exercise Date, and will terminate immediately prior to the consummation of such proposed   dissolution or liquidation, unless provided otherwise by the Administrator.  The New Exercise Date   will be before the date of the Company’s proposed dissolution or liquidation.  The Administrator   will notify each Participant in writing or electronically, prior to the New Exercise Date, that the   Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the   Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such   date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.     (c) Merger or Change in Control.  In the event of a merger or Change in Control,   each outstanding option will be assumed or an equivalent option substituted by the successor   corporation or a Parent or Subsidiary of the successor corporation.  In the event that the successor   corporation refuses to assume or substitute for the option, the Offering Period with respect to which   such option relates will be shortened by setting a New Exercise Date on which such Offering Period   shall end.  The New Exercise Date will occur before the date of the Company’s proposed merger or   Change in Control.  The Administrator will notify each Participant in writing or electronically prior   to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the   New Exercise Date and that the Participant’s option will be exercised automatically on the New   Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as   provided in Section 10 hereof.   20. Amendment or Termination.   (a) The Administrator, in its sole discretion, may amend, suspend, or terminate   the Plan, or any part thereof, at any time and for any reason.  If the Plan is terminated, the   Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either   immediately or upon completion of the purchase of shares of Common Stock on the next Exercise   Date (which may be sooner than originally scheduled, if determined by the Administrator in its   discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and   subject to any adjustment pursuant to Section 19).  If the Offering Periods are terminated prior to   expiration, all amounts then credited to Participants’ accounts that have not been used to purchase   shares of Common Stock will be returned to the Participants (without interest thereon, except as   otherwise required under Applicable Laws, as further set forth in Section 12 hereof) as soon as   administratively practicable.     





 







            (b) Without stockholder consent and without limiting Section 20(a), the   Administrator will be entitled to change the Offering Periods or Purchase Periods, designate separate   Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering   Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S.   dollars, permit Contributions in excess of the amount designated by a Participant in order to adjust   for delays or mistakes in the Company’s processing of properly completed Contribution elections,   establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to   ensure that amounts applied toward the purchase of Common Stock for each Participant properly   correspond with Contribution amounts, and establish such other limitations or procedures as the   Administrator determines in its sole discretion advisable that are consistent with the Plan.   (c) In the event the Administrator determines that the ongoing operation of the   Plan may result in unfavorable financial accounting consequences, the Administrator may, in its   discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or   eliminate such accounting consequence including, but not limited to:   (i) amending the Plan to conform with the safe harbor definition under the   Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any   successor thereto), including with respect to an Offering Period underway at the time;   (ii) altering the Purchase Price for any Offering Period or Purchase Period   including an Offering Period or Purchase Period underway at the time of the change in Purchase   Price;   (iii) shortening any Offering Period or Purchase Period by setting a New   Exercise Date, including an Offering Period or Purchase Period underway at the time of the   Administrator action;   (iv) reducing the maximum percentage of Compensation a Participant may   elect to set aside as Contributions; and   (v) reducing the maximum number of Shares a Participant may purchase   during any Offering Period or Purchase Period.   Such modifications or amendments will not require stockholder approval or the consent of any Plan   Participants.   21. Notices.  All notices or other communications by a Participant to the Company under or   in connection with the Plan will be deemed to have been duly given when received in the form and   manner specified by the Company at the location, or by the person, designated by the Company for   the receipt thereof.   22. Conditions Upon Issuance of Shares.  Shares of Common Stock will not be issued with   respect to an option unless the exercise of such option and the issuance and delivery of such shares     





 







            pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including,   without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and   regulations promulgated thereunder, and the requirements of any stock exchange upon which the   shares may then be listed, and will be further subject to the approval of counsel for the Company   with respect to such compliance.   As a condition to the exercise of an option, the Company may require the person   exercising such option to represent and warrant at the time of any such exercise that the shares are   being purchased only for investment and without any present intention to sell or distribute such   shares if, in the opinion of counsel for the Company, such a representation is required by any of the   aforementioned applicable provisions of law.   23. Code Section 409A.  The Plan is intended to be exempt from the application of Code   Section 409A and, to the extent not exempt, is intended to comply with Code Section 409A, and any   ambiguities herein will be interpreted to so be exempt from or comply with Code Section 409A.  In   furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the   Administrator determines that an option granted under the Plan may be subject to Code Section   409A or that any provision in the Plan would cause an option under the Plan to be subject to Code   Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option   granted under the Plan, or take such other action the Administrator determines is necessary or   appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or   future option that may be granted under the Plan from or to allow any such options to comply with   Code Section 409A, but only to the extent any such amendments or action by the Administrator   would not violate Code Section 409A.  Notwithstanding the foregoing, the Company shall have no   liability to a Participant or any other party if the option to purchase Common Stock under the Plan   that is intended to be exempt from or compliant with Code Section 409A is not so exempt or   compliant or for any action taken by the Administrator with respect thereto.  The Company makes   no representation that the option to purchase Common Stock under the Plan is compliant with Code   Section 409A.   24. Term of Plan.  The Plan will become effective upon the earlier to occur of its adoption by   the Board or its approval by the stockholders of the Company. It will continue in effect for a term of   twenty (20) years, unless sooner terminated under Section 20.   25. Stockholder Approval.  The Plan will be subject to approval by the stockholders of the   Company within twelve (12) months after the date the Plan is adopted by the Board.  Such   stockholder approval will be obtained in the manner and to the degree required under Applicable   Laws.   26. Governing Law. The Plan shall be governed by, and construed in accordance with, the   laws of the State of California (except its choice-of-law provisions).   27. No Right to Employment.  Participation in the Plan by a Participant shall not be   construed as giving a Participant the right to be retained as an employee of the Company or a     





 







            Subsidiary or Affiliate, as applicable.  Furthermore, the Company or a Subsidiary or Affiliate may   dismiss a Participant from employment at any time, free from any liability or any claim under the   Plan.   28. Severability.  If any provision of the Plan is or becomes or is deemed to be invalid,   illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity,   illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be   construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable   provision had not been included.   29. Compliance with Applicable Laws.  The terms of this Plan are intended to comply with   all Applicable Laws and will be construed accordingly.   30. Automatic Transfer to Lower Price Offering Period.  For Offering Periods beginning on   or after June 1, 2016, to the extent permitted by Applicable Laws, if the Fair Market Value of the   Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of   the Common Stock on the Enrollment Date of such Offering Period, then all participants in such   Offering Period will be automatically withdrawn from such Offering Period immediately after the   exercise of their option on such Exercise Date and automatically re-enrolled in the immediately   following Offering Period as of the first day thereof and the current Offering Period shall   automatically terminate after such purchase of shares on the Exercise Date.         





 







            EXHIBIT A      ROCKET FUEL INC.   2013 EMPLOYEE STOCK PURCHASE PLAN   SUBSCRIPTION AGREEMENT   _____ Original Application    Offering Date:        _____ Change in Payroll Deduction Rate   1. ____________________ hereby elects to participate in the Rocket Fuel Inc. 2013   Employee Stock Purchase Plan (the “Plan”) and subscribes to purchase shares of the Company’s   Common Stock in accordance with this Subscription Agreement and the Plan.   2. I hereby authorize payroll deductions from each paycheck in the amount of ____% of   my Compensation on each payday (from 1 to 15%) during the Offering Period in accordance with   the Plan.  (Please note that no fractional percentages are permitted.)   3. I understand that said payroll deductions will be accumulated for the purchase of   shares of Common Stock at the applicable Purchase Price determined in accordance with the Plan.  I   understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions   will be used to automatically exercise my option and purchase Common Stock under the Plan.   4. I have received a copy of the complete Plan and its accompanying prospectus.  I   understand that my participation in the Plan is in all respects subject to the terms of the Plan.   5. Shares of Common Stock purchased for me under the Plan should be issued in the   name(s) of _____________ (Eligible Employee or Eligible Employee and Spouse only).   6. I understand that if I dispose of any shares received by me pursuant to the Plan within   two (2) years after the Offering Date (the first day of the Offering Period during which I purchased   such shares) or one (1) year after the Exercise Date, I will be treated for federal income tax purposes   as having received ordinary income at the time of such disposition in an amount equal to the excess   of the fair market value of the shares at the time such shares were purchased by me over the price   that I paid for the shares.  I hereby agree to notify the Company in writing within thirty (30) days   after the date of any disposition of my shares and I will make adequate provision for Federal, state or   other tax withholding obligations, if any, which arise upon the disposition of the Common Stock.    The Company may, but will not be obligated to, withhold from my compensation the amount   necessary to meet any applicable withholding obligation including any withholding necessary to   make available to the Company any tax deductions or benefits attributable to sale or early     





 







            disposition of Common Stock by me.  If I dispose of such shares at any time after the expiration of   the two (2)-year and one (1)-year holding periods, I understand that I will be treated for federal   income tax purposes as having received income only at the time of such disposition, and that such   income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (a) the   excess of the fair market value of the shares at the time of such disposition over the purchase price   which I paid for the shares, or (b) 15% of the fair market value of the shares on the first day of the   Offering Period.  The remainder of the gain, if any, recognized on such disposition will be taxed as   capital gain.   7. I hereby agree to be bound by the terms of the Plan.  The effectiveness of this   Subscription Agreement is dependent upon my eligibility to participate in the Plan.      Employee’s Social   Security Number:             Employee’s Address:                                           I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT WILL REMAIN IN   EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY   ME.   Dated:        Signature of Employee        





 







            EXHIBIT B   ROCKET FUEL INC.   2013 EMPLOYEE STOCK PURCHASE PLAN   NOTICE OF WITHDRAWAL   The undersigned participant in the Offering Period of the Rocket Fuel Inc. 2013 Employee   Stock Purchase Plan that began on ____________, ______ (the “Offering Date”) hereby notifies the   Company that he or she hereby withdraws from the Offering Period.  He or she hereby directs the   Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to   his or her account with respect to such Offering Period.  The undersigned understands and agrees   that his or her option for such Offering Period will be automatically terminated.  The undersigned   understands further that no further payroll deductions will be made for the purchase of shares in the   current Offering Period and the undersigned will be eligible to participate in succeeding Offering   Periods only by delivering to the Company a new Subscription Agreement.   Name and Address of Participant:                  Signature:        Date: