a1031rocketfuelrandywoot







ROCKET FUEL   MANAGEMENT RETENTION AGREEMENT   This Management Retention Agreement (the “Agreement”) is made and entered into by   and between Randy Wootton (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective   as of the Effective Date (defined below).  The purpose of this Agreement is to provide   assurances of specified benefits to Executive whose employment is subject to being involuntarily   terminated under the circumstances described in this Agreement.    1. Definitions.  The following words and phrases, when the initial letter of the term   is capitalized, will have the meanings set forth in this Section 1, unless a different meaning is   plainly required by the context:   1.1. “Board” means the Board of Directors of the Company.   1.2. “Cause” means, with respect to Executive, (i) an unauthorized use or   disclosure of the Company’s (or any subsidiary’s or parent’s of the Company) confidential   information or trade secrets, which use or disclosure causes material harm to the Company; (ii) a   deliberate, material failure to comply with any of the written policies or rules of the Company (or   any employing subsidiary or parent of the Company); (iii) conviction of, or plea of “guilty” or   “no contest” to, a felony under the laws of the United States or any state thereof; (iv) gross   misconduct; (v) a continued failure to perform assigned duties after receiving written notification   of such failure from the Board of Directors, provided that such duties are those customarily   performed by a person holding the position that Executive holds immediately prior to the Change   in Control Period (defined below); or (vi) failure to cooperate in good faith with a governmental   or internal investigation of the Company (or any subsidiary or parent of the Company) or its   directors, officers or employees, if the Company has requested the Executive’s cooperation.   1.3. “Change in Control” means the occurrence of any of the following on or   after the Effective Date of this Agreement:   (a) 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    (b) 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 (b),   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   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







2      (c) 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 (c), 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 (c)(B)(3).  For purposes of this subsection (c), 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.   (d) For purposes of this definition, persons will be considered to be   acting as a group if they are owners of a corporation or other entity that enters into a merger,   consolidation, purchase or acquisition of stock, or similar business transaction with the   Company.   (e) 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 Treasury Regulations and Internal Revenue Service guidance that has been   promulgated or may be promulgated thereunder from time to time.   (f) 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.   1.4.  “Change in Control Period” means the time period beginning on the date   that is three (3) months prior to the Change in Control and ending on the date that is twelve (12)   months following the Change in Control.   1.5. “Code” means the Internal Revenue Code of 1986, as amended.   1.6. “Director” means a member of the Board.   1.7. “Disability” means that the Executive has been unable to perform the   Executive’s duties as the result of the Executive’s incapacity due to physical or mental illness,   and such inability, at least twenty-six (26) weeks after its commencement or 180 days in any   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







3      consecutive twelve (12) month period, is determined to be total and permanent by a physician   selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal   representative (such agreement as to acceptability not to be unreasonably withheld).    Termination by the Company resulting from Executive’s Disability may only be effected after at   least thirty (30) days’ written notice by the Company of its intention to terminate the Executive’s   employment.  In the event that the Executive resumes the performance of substantially all of the   Executive’s duties hereunder before the termination of the Executive’s employment becomes   effective, the notice of intent to terminate will automatically be deemed to have been revoked.   1.8. “Effective Date” means the later of the date upon which the Company’s   Board or a committee thereof approves the Company entering into this form of Agreement,   which date is March 23, 2015, or the date Executive and the Company enter into this Agreement.   1.9. “Good Reason” means, the Executive’s resignation within thirty (30) days   following the end of the Cure Period (as defined below), following the occurrence of one or   more of the following without the Executive’s express written consent:  (a) a material reduction   of Executive’s duties, position or responsibilities, or the removal of Executive from such position   and responsibilities, either of which results in a material diminution of Executive’s authority,   duties or responsibilities, unless Executive is provided with a comparable position (i.e., a   position of equal or greater organizational level, duties, authority, compensation and status);   provided, however, that a reduction in duties, position or responsibilities solely by virtue of the   Company being acquired and made part of a larger entity (as, for example, when the Chief   Executive Officer of the Company remains as such following a Change in Control but is not   made the Chief Executive Officer of the acquiring corporation) will not constitute “Good   Reason”; (b) a material reduction in Executive’s base salary; or (c) a material relocation of the   Executive’s principal workplace, provided that a relocation of 35 miles or less, or a relocation to   the Executive’s home as his or her principal workplace, will not be considered a material   relocation.  In addition, in order to qualify as Good Reason, the Executive must not terminate   employment with the Company without first providing the Company with written notice of the   acts or omissions constituting the grounds for “Good Reason” within sixty (60) days of the initial   existence of the grounds for “Good Reason” and a reasonable cure period of thirty (30) days   following the date of written notice (the “Cure Period”), and such grounds must not have been   cured during such time.   1.10. “Involuntary Termination” means a termination of employment of   Executive under the circumstances described in Section 2.     1.11. “Pre-CIC Period” means the portion of the Change in Control Period that   occurs prior to the Change in Control.   1.12. “Section 409A Limit” means two (2) times the lesser of: (i) Executive’s   annualized compensation based upon the annual rate of pay paid to Executive during Executive’s   taxable year preceding the Executive’s taxable year of the Executive’s termination of   employment as determined under, and with such adjustments as are set forth in, Treasury   Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with   respect thereto; or (ii) the maximum amount that may be taken into account under a qualified   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







4      plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is   terminated.   1.13. “Severance Benefits” means the compensation and other benefits that the   Executive will be provided in the circumstances described in Section 2.   1.14. “Share” means a share of the Company’s common stock.   1.15. “Target Bonus” means either (i) the Executive’s target bonus percentage   or target commission percentage multiplied by the Executive’s annual base salary, or (ii) the   target bonus amount or target commission amount (as applicable), in each case, as in effect for   the Company’s (or its successor’s) fiscal year in which the Executive’s Involuntary Termination   occurs.    2. Involuntary Termination.     2.1. Termination During the Change in Control Period.  If, during the Change   in Control Period, (i) Executive terminates his or her employment with the Company (or any   parent or subsidiary of the Company) for Good Reason, or (ii) the Company (or any parent or   subsidiary of the Company) terminates the Executive’s employment for a reason other than   Cause and other than death or Disability; or (iii) solely with respect to Equity Award Vesting   Acceleration, Executive’s employment is terminated due to death or Disability, then, subject to   the Executive’s compliance with Section 4, as applicable, the Executive will receive the   following Severance Benefits from the Company:   2.1.1. Cash Severance Benefits.  With respect to the circumstances   described in Section 2.1 (i) and (ii), a lump-sum payment of cash severance equal to the sum of:   (a) twelve (12) months of the Executive’s annual base salary (as in effect immediately prior to   (A) a Change in Control (if Executive’s employment terminates on or after the Change in   Control), or (B) the Executive’s termination, whichever is greater) and (b) 100% of Executive’s   Target Bonus for the Company fiscal year in which the Executive’s employment terminated   minus any bonus payments or commission payments, as applicable actually paid to Executive   prior to such termination for such fiscal year’s performance.  Subject to Section 5, such payment   shall be made on the Release Deadline Date (or, if Executive’s termination occurs during the   Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in Control,   subject to the provisions of Section 2.1.4);   2.1.2. Continued Medical Benefits. With respect to the circumstances   described in Section 2.1 (i) and (ii), if the Executive, and any spouse and/or dependents of the   Executive (“Family Members”) has coverage on the date of the Executive’s Involuntary   Termination under a group health plan sponsored by the Company, the Company will reimburse   the Executive the total applicable premium cost for continued group health plan coverage under   the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for   twelve (12) months following the Executive’s employment termination, provided that the   Executive validly elects and is eligible to continue coverage under COBRA for the Executive   and his or her Family Members.  Any COBRA reimbursements under this Agreement shall be   made by the Company to the Executive consistent with the Company’s normal expense   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







5      reimbursement policy, provided that the Executive submits documentation to the Company   substantiating his or her payments for COBRA coverage.  However, if the Company determines   in its sole discretion that it cannot provide the COBRA reimbursement benefits without   potentially violating applicable laws (including, without limitation, Section 2716 of the Public   Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the   Company will in lieu thereof provide to the Executive a taxable lump sum payment equal to the   product of (1) to the monthly COBRA premium that the Executive would be required to pay to   continue the group health coverage in effect on the date of the Executive’s termination of   employment (which amount will be based on the premium for the first month of COBRA   coverage) multiplied by twelve (12) months following the termination and (2) 1.5, which   payment will be made regardless of whether the Executive elects COBRA continuation   coverage.  Subject to Section 5, any payment pursuant to the prior sentence shall be made on the   Release Deadline Date (or, if Executive’s termination occurs during the Pre-CIC Period, on the   later of the Release Deadline Date or the date of the Change in Control, subject to the provisions   of Section 2.1.4); and    2.1.3. Equity Award Vesting Acceleration. With respect to the   circumstances described in Section 2.1 (i) and (ii), or (iii), 100% of the Shares subject to each of   Executive’s then outstanding stock options, stock appreciation rights, restricted stock units and   other Company equity compensation awards, including (subject to the provisions of this   paragraph) performance-based vesting full-value awards where the payout is either a fixed   number of Shares or zero Shares depending on whether the performance metric is obtained, shall   immediately accelerate vesting.  With respect to performance-based vesting full-value awards in   which the performance period has not been completed prior to the Executive’s termination date   and where the number of Shares earned is variable based upon the extent to which performance   milestones are reached (i.e., where the number of Shares earned based upon achieving   performance milestones can be more than one positive number), each such award shall   immediately accelerate vesting as described above as if one hundred percent of the target   performance levels had been achieved. With respect to performance-based vesting full-value   awards where the performance period has been completed prior to the Executive’s termination   date and that remain subject to additional service-based vesting, such awards shall accelerate as   described above with respect only to the shares earned by virtue of attaining the performance   metrics during the performance period.  Any Company stock options and stock appreciation   rights shall thereafter remain exercisable following the Executive’s employment termination for   the period prescribed in the respective option and stock appreciation right agreements.  Subject   to Section 5, any acceleration pursuant to this Section 2.1.3 shall occur upon (a) with respect to   any restricted stock, stock options and stock appreciation rights, the date the Release becomes   effective and irrevocable (or, if Executive’s termination occurs during the Pre-CIC Period, on the   later of the date the Release becomes effective and irrevocable or the date of the Change in   Control, subject to the provisions of Section 2.1.4), and (b) with respect to any restricted stock   units, performance shares/units or similar equity awards, on the Release Deadline Date (or, if   Executive’s termination occurs during the Pre-CIC Period, on the later of the Release Deadline   Date or the date of the Change in Control, subject to the provisions of Section 2.1.4).   2.1.4. Interaction with Section 2.2.  For the avoidance of doubt, the   payments under this Section 2.1 are in place of and not in addition to, any payments to which   Executive may have become entitled under Section 2.2.  To the extent Executive began receiving   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







6      payment under such Section 2.2, and, due to a Change in Control, becomes eligible for payments   under this Section 2.1, the payments previously made under Section 2.2 shall be deemed to have   been made under this Section 2.1.    2.2. Termination Other Than During the Change in Control Period. If (i)   Executive terminates his or her employment with the Company (or any parent or subsidiary of   the Company) for Good Reason, or (ii) the Company (or any parent or subsidiary of the   Company) terminates the Executive’s employment for a reason other than Cause and other than   the Executive’s death or Disability,  and such termination occurs other than during the Change in   Control Period, then, subject to the Executive’s compliance with Section 4, the Executive will   receive the following Severance Benefits from the Company:   2.2.1. Cash Severance Benefits.  A lump-sum payment of cash severance   equal to six (6) months of Executive’s annual base salary.  Subject to Section 5, such payment   shall be made on the Release Deadline Date; and   2.2.2. Continued Medical Benefits.  If the Executive, and any Family   Members, has coverage on the date of the Executive’s Involuntary Termination under a group   health plan sponsored by the Company, the Company will reimburse the Executive the total   applicable premium cost for continued group health plan coverage under COBRA for six (6)   months following the Executive’s employment termination, provided that the Executive validly   elects and is eligible to continue coverage under COBRA for the Executive and his or her Family   Members. Any COBRA reimbursements under this Agreement shall be made by the Company to   the Executive consistent with the Company’s normal expense reimbursement policy, provided   that the Executive submits documentation to the Company substantiating his or her payments for   COBRA coverage.  However, if the Company determines in its sole discretion that it cannot   provide the COBRA reimbursement benefits without potentially violating applicable laws   (including, without limitation, Section 2716 of the Public Health Service Act and the Employee   Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide   to the Executive a taxable lump sum payment equal to the product of (1) to the monthly COBRA   premium that the Executive would be required to pay to continue the group health coverage in   effect on the date of the Executive’s termination of employment (which amount will be based on   the premium for the first month of COBRA coverage) multiplied by six (6) months following the   termination, and (2) 1.5,  regardless of whether the Executive elects COBRA continuation   coverage.  Subject to Section 5, any payment pursuant to the prior sentence shall be made on the   Release Deadline Date.   3. Code Section 280G.   3.1. Limitation on Payments.  In the event that the payments and benefits   provided for in this Agreement or other payments and benefits payable or provided to the   Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code   and (ii) but for this Section 3, would be subject to the excise tax imposed by Section 4999 of the   Code (“Excise Tax”), then the Executive’s payments and benefits under this Agreement or other   payments or benefits (the “Payment”) will be reduced to the Reduced Amount.  The “Reduced   Amount” shall be either (x) the largest portion of the Payment that would result in no portion of   the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







7      total, of the Payment, whichever amount, after taking into account all applicable federal, state   and local employment taxes, income taxes, and the Excise Tax (all computed at the highest   applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater   amount of the Payment notwithstanding that all or some portion of the Payment may be subject   to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is   necessary so that the Payment equals the Reduced Amount and no portion of such Payment will   be subject to the excise tax under Section 4999 of the Code, the reduction will occur in the   following order:  (a) reduction of cash payments in reverse chronological order (that is, the cash   payment owed on the latest date following the occurrence of the event triggering the excise tax   will be the first cash payment to be reduced); (b) cancellation of equity awards that were granted   “contingent on a change in ownership or control” within the meaning of Code Section 280G (if   two or more equity awards are granted on the same date, each award will be reduced on a pro-   rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date   of grant of the awards (i.e., the vesting of the most recently granted equity awards will be   cancelled first and if more than one equity award was made to Executive on the same date of   grant, all such awards shall have their acceleration of vesting reduced pro rata); and (d) reduction   of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date   following the occurrence of the event triggering the excise tax will be the first benefit to be   reduced).  In no event will the Executive have any discretion with respect to the ordering of   payment reductions.   3.2. Nationally Recognized Firm Requirement.  Unless the Company and the   Executive otherwise agree in writing, any determination required under this Section 3 will be   made in writing by a nationally recognized accounting or valuation firm (the “Firm”) selected by   the Board or a committee of the Board, whose determination will be conclusive and binding   upon the Executive and the Company for all purposes.  For purposes of making the calculations   required by this Section 3, the Firm may make reasonable assumptions and approximations   concerning applicable taxes and may rely on reasonable, good faith interpretations concerning   the application of Sections 280G and 4999 of the Code.  The Company and the Executive will   furnish to the Firm such information and documents as the Firm may reasonably request in order   to make a determination under this Section 3.  The Company will bear all costs for payment of   the Firm’s services in connection with any calculations contemplated by this Section 3.   4. Conditions to Receipt of Severance.   4.1. Release Agreement.  As a condition to receiving the Severance Benefits   under this Agreement, Executive will be required to sign and not revoke a separation and release   of claims agreement in a form reasonably satisfactory to the Company (which may include an   agreement not to disparage the Company, non-solicit provisions and other standard terms and   conditions) (the “Release”).  In all cases, the Release must become effective and irrevocable no   later than the sixtieth (60th) day following the date of the Executive’s Involuntary Termination   (the “Release Deadline Date”).  If the Release does not become effective and irrevocable by the   Release Deadline Date, the Executive will forfeit any right to the Severance Benefits. In no event   will the Severance Benefits be paid or provided until the Release becomes effective and   irrevocable.     DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







8      4.2. Timing of Severance Benefits.  Provided that the Release becomes   effective and irrevocable by the Release Deadline Date and subject to Section 5, the severance   payments and benefits under this Agreement will be paid, or in the case of installments, will   commence, on the Release Deadline Date (such payment date, the “Severance Start Date”), and   any severance payments or benefits otherwise payable to the Executive during the period   immediately following the Executive’s termination of employment with the Company through   the Severance Start Date will be paid in a lump sum to the Executive on the Severance Start   Date, with any remaining payments to be made as provided in this Agreement.       4.3. Exclusive Remedy; Non-Duplication of Benefits.  In the event of a   termination of Executive’s employment as set forth in Section 2.1 or Section 2.2 of this   Agreement, the provisions of Section 2 are intended to be and are exclusive and in lieu of any   other rights or remedies to which Executive or the Company otherwise may be entitled, whether   at law, tort or contract, in equity, or under this Agreement (other than the payment of accrued but   unpaid wages, as required by law, and any unreimbursed reimbursable expenses).  Executive   hereby forfeits and waives any rights to any severance or change in control benefits set forth in   any employment agreement or offer letter, other than the acceleration of vesting provisions in   any of Executive’s written equity compensation agreements, which remain in full force and   effect, and as provided by Section 14 below.  Notwithstanding any other provision in this   Agreement to the contrary, if, after the Effective Date, the Executive becomes entitled to any   severance, change in control or similar benefits outside of this Agreement by operation of   applicable law or under another policy, contract, or arrangement, his or her benefits under this   Agreement will be reduced by the value of the severance, change in control, or similar benefits   that the Executive receives by operation of applicable law or under the policy, contract, or   arrangement, all as determined by the Board or a committee of the Board in its discretion.  For   the avoidance of doubt, earned commissions and other wages due and payable upon termination   are not similar benefits.     4.4. No Mitigation.  The Executive shall not be required to mitigate the amount   of any severance payments or benefits provided for under this Agreement by seeking other   employment nor shall any amounts to be received by the Executive under this Agreement be   reduced by any other compensation earned.   5. Section 409A.   5.1. Notwithstanding anything to the contrary in this Agreement, no severance   payments or benefits to be paid or provided to Executive, if any, under this Agreement that,   when considered together with any other severance payments or separation benefits, are   considered deferred compensation under Section 409A of the Code, and the final regulations and   any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will   be paid or provided until the Executive has a “separation from service” within the meaning of   Section 409A.  Similarly, no severance payable to Executive, if any, under this Agreement that   otherwise would be exempt from Section 409A pursuant to Treasury Regulation   Section 1.409A-1(b)(9) will be payable until the Executive has a “separation from service”   within the meaning of Section 409A.   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







9      5.2. It is intended that none of the severance payments or benefits under this   Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a   payment that would fall within the “short-term deferral period” as described in Section 5.4 below   or resulting from an involuntary separation from service as described in Section 5.5 below.  In no   event will Executive have discretion to determine the taxable year of payment of any Deferred   Payment.     5.3. Notwithstanding anything to the contrary in this Agreement, if Executive   is a “specified employee” within the meaning of Section 409A at the time of the Executive’s   separation from service (other than due to death), then the Deferred Payments, if any, that are   payable within the first six (6) months following the Executive’s separation from service, will   become payable on the date six (6) months and one (1) day following the date of the Executive’s   separation from service. All subsequent Deferred Payments, if any, will be payable in accordance   with the payment schedule applicable to each payment or benefit.  Notwithstanding anything   herein to the contrary, in the event of the Executive’s death following the Executive’s separation   from service, but before the six (6) month anniversary of the separation from service, then any   payments delayed in accordance with this paragraph will be payable in a lump sum as soon as   administratively practicable after the date of the Executive’s death and all other Deferred   Payments will be payable in accordance with the payment schedule applicable to each payment   or benefit.  Each payment and benefit payable under this Agreement is intended to constitute a   separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.   5.4. Any amount paid under this Agreement that satisfies the requirements of   the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations   will not constitute Deferred Payments for purposes of Section 5.1 above.   5.5. Any amount paid under this Agreement that qualifies as a payment made   as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of   the Treasury Regulations that does not exceed the Section 409A Limit will not constitute   Deferred Payments for purposes of Section 5.1 above.   5.6. The foregoing provisions, and all payments and benefits provided under   this Agreement, are intended to comply with or be exempt from the requirements of   Section 409A so that none of the payments and benefits to be provided under this Agreement   will be subject to the additional tax imposed under Section 409A, and any ambiguities or   ambiguous terms herein will be interpreted to so comply or be exempt.  The Company and   Executive agree to consider in good faith amendments to this Agreement and to take such   reasonable actions which are necessary, appropriate or desirable to avoid the imposition of any   additional tax or income recognition under Section 409A prior to actual payments to Executive.     6. Withholdings.  The Company will withhold from any payments or benefits under   this Agreement all applicable U.S. federal, state, local and non-U.S. taxes required to be   withheld and any other required payroll deductions.   7. Term.  The Agreement will become effective upon the Effective Date and will   terminate automatically upon the completion of all payments (if any) under the terms of this   Agreement.  However, in the event that a Change in Control has not occurred by the date that is   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







10      three (3) years following the Effective Date, this Agreement will terminate automatically unless   the term of this Agreement is extended by the parties, provided, further, however, that if prior to   the expiration of the term of this Agreement, the Company enters into a definitive agreement (a   “Definitive Agreement”) with a third party (or third parties), the consummation of which would   result in a Change in Control (as defined in this Agreement), then the term of this Agreement   shall automatically be extended to twenty-four months following the resulting Change in   Control, unless the Definitive Agreement terminates or is cancelled without resulting in a   Change in Control, in which case such extension shall not be effective.  Moreover, this   Agreement shall survive the lapse of the term of this Agreement and shall be binding on both   parties with respect to any termination of Executive’s employment that triggers Severance   Benefits under Section 2 hereof that occurs prior to the lapsing of the term of this Agreement..   Further, the decision by either party not to extend the term of this Agreement will not by itself   constitute a termination of Executive’s employment by the Company other than for Cause or   grounds for Executive’s resignation for Good Reason, and unless determined otherwise by   Executive or the Company, after such non-renewal, Executive’s employment will continue on   an at-will basis outside of this Agreement and Executive will not be eligible for any severance   payments or benefits under this Agreement.     8. No Enlargement of Employment Rights.  Neither this Agreement, nor the   making of any benefit payment hereunder, will be construed to confer upon Executive any right   to continue to be an employee of the Company.  The Company expressly reserves the right to   discharge any of its employees at any time, with or without cause.  However, as described in   this Agreement, Executive may be entitled to benefits pursuant to this Agreement depending   upon the circumstances of his or her termination of employment.   9. Successors.  Any successor to the Company of all or substantially all of the   Company’s business and/or assets (whether direct or indirect and whether by purchase, merger,   consolidation, liquidation or other transaction) will assume the obligations under this   Agreement and agree expressly to perform the obligations under this Agreement in the same   manner and to the same extent as the Company would be required to perform such obligations   in the absence of a succession.  For all purposes under this Agreement, the term “Company”   will include any successor to the Company’s business and/or assets which become bound by the   terms of this Agreement by operation of law, or otherwise, and references to Executive’s   termination of employment from the Company will include termination of employment from the   Company’s successor, and all subsidiaries and parents of the Company or its successor.   10. Notices. All notices, requests, demands and other communications called for   under this Agreement shall be in writing and shall be deemed given (i) on the date of delivery if   delivered personally, (ii) one (1) day after being sent by a well-established commercial   overnight service, or (iii) four (4) days after being mailed by registered or certified mail, return   receipt requested, prepaid and addressed to the parties or their successor at the following   addresses, or at such other addresses as the parties may later designate in writing:    DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







11      If to the Company:   Rocket Fuel Inc.   Pacific Shores Center   1900 Seaport Boulevard   Redwood City, CA 94063   Attn:  General Counsel    If to Executive:   At the last residential address known to the Company   11. Waiver.  No provision of this Agreement shall be modified, waived or   discharged unless the modification, waiver or discharge is agreed to in writing and signed by the   Executive and by an authorized officer of the Company (other than the Executive).  No waiver   by either party of any breach of, or of compliance with, any condition or provision of this   Agreement by the other party shall be considered a waiver of any other condition or provision   or of the same condition or provision at another time.   12. Headings.  All captions and section headings used in this Agreement are for   convenient reference only and do not form a part of this Agreement.   13. Arbitration.   13.1. The Company and Executive each agree that any and all disputes arising   out of the terms of this Agreement, Executive’s employment by the Company, Executive’s   service as an officer or director of the Company, or Executive’s compensation and benefits, their   interpretation and any of the matters herein released,  will be subject to binding arbitration under   the Federal Arbitration Act and the arbitration rules set forth in California Code of Civil   Procedure Sections 1280 through 1294.2, including Section 1281.8 (the “Act”), and pursuant to   California law, and shall be brought in Executive’s individual capacity and not as a plaintiff,   representative or class member in any purported class, collective or representative proceeding.    Notwithstanding the foregoing, Executive understands that he or she may bring a proceeding as a   private attorney general as permitted by law.  For the avoidance of doubt, the Federal Arbitration   Act governs this agreement and shall continue to apply with full force and effect notwithstanding   the application of procedural rules set forth in the Act and California law.  Disputes that the   Company and Executive agree to arbitrate, and thereby agree to waive any right to a trial by jury,   include any statutory claims under local, state, or federal law, including, but not limited to,   claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of   1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection   Act, the Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act, the Fair   Labor Standards Act, the California Fair Employment and Housing Act, the Family and Medical   Leave Act, the California Family Rights Act, the California Labor Code, claims relating to   employment status, classification and relationship with the Company, claims of harassment,   discrimination, and wrongful termination, and any statutory or common law claims, and breach   of contract, except as prohibited by law.  Executive also agrees to arbitrate any disputes arising   out of or relating to the interpretation or application of this agreement to arbitrate, but not   disputes about the enforceability, revocability or validity of this agreement to arbitrate or any   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







12      portion hereof or the class, collective and representative proceeding waiver herein.    Notwithstanding the foregoing, Executive understands that nothing in this agreement constitutes   a waiver of Executive’s rights under Section 7 of the National Labor Relations Act.  The   Company and Executive further understand that this agreement to arbitrate also applies to any   disputes that the Company may have with Executive.  However, claims for workers’   compensation benefits and unemployment insurance (or any other claims where mandatory   arbitration is prohibited by law) are not covered by this arbitration agreement, and such claims   may be presented by the Executive to the appropriate court or government agency.   13.2. Procedure.  The Company and Executive agree that any arbitration will be   administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its   Employment Arbitration Rules & Procedures (the “JAMS Rules”), which are available from   Human Resources.  The Arbitrator will have the power to decide any motions brought by any   party to the arbitration, including motions for summary judgment and/or adjudication, motions to   dismiss and demurrers, applying the standards set forth under the California Code of Civil   Procedure.  The Arbitrator will have the power to award any remedies available under applicable   law, and the Arbitrator will award attorneys’ fees and costs to the prevailing party, where   provided by applicable law.  The Company will pay for any administrative or hearing fees   charged by the Arbitrator or JAMS except that Executive will pay any filing fees associated with   any arbitration that Executive initiates, but only so much of the filing fees as Executive would   have instead paid had he or she filed a complaint in a court of law.  The Arbitrator will   administer and conduct any arbitration in accordance with California law, including the   California Code of Civil Procedure, and the Arbitrator will apply substantive and procedural   California law to any dispute or claim, without reference to rules of conflict of law.  To the   extent that the JAMS Rules conflict with California law, California law will take precedence.    The decision of the Arbitrator will be in writing, and any decree or award rendered by the   Arbitrator may be entered as a final and binding judgment in any court having jurisdiction   thereof.  Any arbitration under this Agreement will be conducted in San Mateo County,   California.   13.3. Remedy.  Except as provided by the Act and this Agreement, arbitration   will be the sole, exclusive, and final remedy for any dispute between Executive and the   Company.  Accordingly, except as provided for by the Act and this Agreement, neither   Executive nor the Company will be permitted to pursue court action regarding claims that are   subject to arbitration.   13.4. Administrative Relief.  Executive understands that this Agreement does not   prohibit him or her from pursuing any administrative claim with a local, state, or federal   administrative body or government agency that is authorized to enforce or administer laws   related to employment, including, but not limited to, the Department of Fair Employment and   Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board,   or the Workers’ Compensation Board.  This Agreement does, however, preclude Executive from   pursuing court action regarding any such claim, except as permitted by law.   13.5. Voluntary Nature of Agreement.  Each of the Company and Executive   acknowledges and agrees that such party is executing this Agreement voluntarily and without   any duress or undue influence by anyone.  Executive further acknowledges and agrees that he or   DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







13      she has carefully read this Agreement and has asked any questions needed for him or her to   understand the terms, consequences, and binding effect of this Agreement and fully understands   it, including that Executive is waiving his or her right to a jury trial.  Finally, Executive agrees   that he or she has been provided an opportunity to seek the advice of an attorney of his or her   choice before signing this Agreement.   14. Entire Agreement.  This Agreement, the At-Will Employment, Confidential   Information, Invention Assignment, and Arbitration Agreement, and Executive’s written equity   compensation agreements with the Company constitute the entire agreement of the parties   hereto and supersede in their entirety all prior representations, understandings, undertakings or   agreements (whether oral or written and whether expressed or implied) of the parties with   respect to the subject matter hereof.  This Agreement specifically supersedes the severance   payments and benefits (including equity acceleration) to which Executive otherwise may have   become entitled to pursuant to the offer letter between the Company and Executive dated   January 20, 2015.   15. Choice of Law.  This Agreement will be governed by the laws of the State of   California (with the exception of its choice of law and conflict of laws provisions).    16. Severability.  The invalidity or unenforceability of any provision or provisions of   this Agreement shall not affect the validity or enforceability of any other provision hereof,   which shall remain in full force and effect.   17. Counterparts.  This Agreement may be executed in counterparts, each of which   shall be deemed an original, but all of which together will constitute one and the same   instrument.      [Signature Page Follows]       DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C    





 







14      IN WITNESS WHEREOF, the parties have executed this Management Retention   Agreement on the respective dates set forth below.       COMPANY ROCKET FUEL INC.   By:          Title:          Date:              EXECUTIVE RANDY WOOTTON    By:           Title:          Date:                 DocuSign Envelope ID: 6B9025B7-A79C-4023-A2CF-02C98D7AD9F7   Interim Chief Executive Officer   4/8/2015 | 08:50 PT   Chief Revenue Officer   4/8/2015 | 09:59 ET   DocuSign Envelope ID: 5D8A6CF9-F250-48CD-BE0E-74A976C1293C