a1040rocketfuelcfoofferl







   Rocket Fuel Inc.   1900 Seaport Boulevard   Pacific Shores Center   Redwood City, CA 94063   Phone: 650.517.1300         February 12, 2016   Rex Jackson      Dear Rex:      On behalf of Rocket Fuel Inc. (“Rocket Fuel” or the “Company”), I am pleased to offer you the   position of Chief Financial Officer (“CFO”) of Rocket Fuel. You will report directly to Randy   Wootton, CEO.  You will work primarily from our Company’s headquarters in Redwood City,   California.  Your compensation and benefits package outlined in this offer letter (“Offer Letter”)   are subject to approval by the Board or its designated committee.      Cash Compensation and Benefits      Your starting base salary will be $325,000 and will be paid in accordance with Rocket Fuel’s   normal payroll procedures. In addition, you will be eligible for a bonus of 60% of your base   salary pursuant to Rocket Fuel’s Executive Incentive Compensation Plan (“Bonus Plan”), and   subject to your continued employment through the date the bonus is earned pursuant to the terms   of the Bonus Plan. This bonus is not part of your base compensation and the Company reserves   the right to adjust the bonus terms and amounts at any time pursuant to the Bonus Plan.  Incentive   compensation, including bonuses paid pursuant to the Bonus Plan, will be subject to any   Company recoupment or clawback policy that may be established and/or amended from time to   time, and you may be required to forfeit, return and/or reimburse the Company for all or a portion   of such incentive compensation in accordance with such recoupment or clawback policy and/or as   necessary or appropriate to comply with applicable law.  You will be eligible to participate in the   Bonus Plan as described above beginning with the 2016 fiscal year and your participation may be   pro-rated based on your agreed start date in 2016.       You will also be eligible to participate in Rocket Fuel’s complete package of employee benefits   that are generally made available to all of Rocket Fuel’s full-time employees, subject to the terms,   conditions and eligibility requirements of such benefits. Details about these benefit plans will be   made available for your review. You should note that Rocket Fuel may modify or terminate   benefits from time to time, as it deems necessary or appropriate.      You will be expected to travel in connection with your employment. Rocket Fuel will reimburse   you for reasonable business expenses incurred in connection with your employment, upon   DocuSign Envelope ID: AE8B9FC8-B38B-43A8-84AB-6298041521E5    





 







Page 2 of 5      presentation of appropriate documentation and in accordance with the Company’s expense   reimbursement policies.      Equity Award      Additionally, following your first day of employment in the position of CFO, and subject to your   continued employment with the Company on the date of grant, it will be recommended to the   Board or its designated committee, that you be granted the following inducement equity award, as   approved by either the Company's independent compensation committee or a majority of the   Company's independent directors (the “Equity Award”):  a stock option to purchase 414,150   shares of Rocket Fuel’s common stock at a price per share equal to the fair market value per share   of Rocket Fuel’s common stock on the date of grant, as determined in accordance with the Rocket   Fuel equity plan under which it is granted. We will recommend to the Board or its designated   committee that the Equity Award be scheduled to vest in accordance with the four-year vesting   schedule typically applied to employee equity awards of the applicable type, subject to your   continued service to Rocket Fuel through each applicable vesting date.  Your Equity Award will   be subject to (a) the terms and conditions of the Rocket Fuel equity plan under which it is   granted, (b) the terms and conditions, including vesting schedule, of an option award agreement   that will be provided to you as soon as practicable after the grant of the Equity Award, and (c)   Rocket Fuel’s Management Retention Agreement, if executed by you. If the Board establishes   stock ownership requirements for officers, you recognize that you may be subject to those   requirements as CFO.  Your Equity Award will be subject to public disclosure in a press release,   as well as other required filings under the securities laws, pursuant to NASDAQ rules.      Additionally, subject to approval by the Board of Directors or its Compensation Committee,   should the company initiate a performance-based equity plan for executives, you would be fully   eligible for participation in this program.          Severance Benefits      If you have a qualifying termination of employment, you will be entitled to certain payments and   benefits in such amounts and pursuant to such terms and conditions as set forth in the Company’s   Board approved Management Retention Agreement, if separately executed by you, which is   attached hereto as Exhibit A.       Additional Terms   As a Rocket Fuel employee, you will be expected to abide by Rocket Fuel rules and regulations   and sign and comply with Rocket Fuel’s At Will Employment, Confidential Information,   Invention Assignment and Arbitration Agreement (“Proprietary Information and Inventions   Agreement”) that, among other things, prohibits the unauthorized use or disclosure of Rocket   Fuel proprietary information.   DocuSign Envelope ID: AE8B9FC8-B38B-43A8-84AB-6298041521E5    





 







Page 3 of 5      We also ask that, if you have not already done so, you disclose to Rocket Fuel any and all   agreements relating to your prior employment that may affect your eligibility to be employed by   Rocket Fuel or limit the manner in which you may be employed.  Based on your representations,   it is Rocket Fuel’s understanding that any such agreements will not prevent you from   performing the duties of your position and you represent that such is the case.     In addition, you agree that, during the term of your employment with Rocket Fuel, you will not   engage in any other employment, occupation, consulting, or other business activity directly   related to the business in which Rocket Fuel is now involved or becomes involved during the   term of your employment, nor will you engage in any other activities that conflict with your   obligations to Rocket Fuel.  Similarly, you agree not to bring any third-party confidential   information to Rocket Fuel, including that of your former employer, and that you will not in any   way utilize any such information in performing your duties for us.   By signing below, you agree that your employment with Rocket Fuel is an employment “at will.”    Employment “at will” means either party may terminate the relationship at any time for any   reason whatsoever, with or without cause or advance notice.  Upon your termination of   employment as CFO for any reason, unless otherwise requested by Rocket Fuel, you will be   deemed to have resigned from all other positions held by you at the Company and its affiliates   voluntarily, without any further action required by you, as of the end of your employment as   CFO, and you will promptly execute any documents necessary to reflect your resignation(s) at   the Company’s request.  Rocket Fuel reserves the right to revoke this offer should it not receive a   satisfactory reference check and background screen for you or satisfactory verification of   employment eligibility.   You will be required to complete Form I-9 in accordance with the Immigration Reform and   Control Act of 1986. You are required to complete Section 1 of the Form I-9 on or before your   first day of employment and to present, within 72 hours of hire, verification of your identity and   legal right to work in the United States.  On your first day of employment, bring original   documents to verify your employment eligibility- please refer to the I-9 form for a list of   acceptable documents.   This Offer Letter will be governed by the laws of the State of California, without reference to   rules relating to conflicts of law or choice of law. This Offer Letter, together with the Proprietary   Information and Inventions Agreement, and the Management Retention Agreement (if executed   by you), is the entire agreement between you and Rocket Fuel with respect to your employment   and supersedes any other agreements or promises made to you by anyone, whether oral or   written. This Offer Letter may not be modified except in writing between you and another   authorized officer of Rocket Fuel.   Please sign and date this Offer Letter and return one copy to Rocket Fuel by February 15, 2016, if   you wish to accept employment under the terms described above.   If you accept our offer, the   first day of your employment will begin on March 16, 2016. This offer of employment will   terminate if it is not accepted, signed and returned by February 15, 2016.   DocuSign Envelope ID: AE8B9FC8-B38B-43A8-84AB-6298041521E5    





 







Page 4 of 5      We welcome you to the Rocket Fuel team and look forward to your contribution to Rocket Fuel’s   success. If you have any questions regarding this Offer Letter, feel free to contact me at any time.       Sincerely,      Randy Wootton   Chief Executive Officer         AGREED TO AND ACCEPTED:      Signature:     Printed Name:  Rex Jackson   Date:    DocuSign Envelope ID: AE8B9FC8-B38B-43A8-84AB-6298041521E5   Feb-12-2016    





 







   Exhibit A      Management Retention Agreement                                                                           DocuSign Envelope ID: AE8B9FC8-B38B-43A8-84AB-6298041521E5