Unassociated Document


    SEPARATION
AGREEMENT

    


    This  Separation Agreement
("Agreement") is entered into by and between Michael Mathews, an individual
residing at 78 Kitchawan Road, Pound Ridge, NY 10576 (“Mathews”), and
Interclick, Inc., a corporation organized under the laws of the State of
Delaware with its principal place of business located at 11 West 19th Street,
10th
Floor, New York, NY 10011 (“Interclick”).

    


    WHEREAS Mathews has served as
Chief Executive Officer of Interclick since September 2007, subject to the terms
and conditions set forth in the employment agreement dated as of June 28, 2007
between Interclick (formerly known as Customer Acquisition Network, Inc.) and
Mathews (the “Employment Agreement”); and

    


    WHEREAS Mathews and Interclick
have been engaged in discussions about his separation and transition from the
position of CEO of Interclick; and

    


    WHEREAS on or about November
1, 2010, pursuant to Section 6.(f) of the Employment Agreement, Mathews gave
ninety days written notice of his intent to resign voluntarily from his position
as Chief Executive Officer of Interclick effective January 31, 2011, subject to
the terms and conditions set forth herein; and

    


    WHEREAS Interclick has
accepted Mathews’ voluntary resignation effective January 31, 2011, subject to
the terms and conditions set forth herein;

    


    NOW, THEREFORE, Mathews and
Interclick, intending to be legally bound, for good and valuable consideration,
the receipt of which is hereby acknowledged, hereby agree as
follows:

    


    1.           Termination
of Employment.  The Parties agree that Mathews’ voluntary
resignation from his position as Chief Executive Officer of Interclick will
become effective on January 31, 2011, or such earlier date as may be determined
by the Board of Directors of Interclick, and that Mathews’ employment with
Interclick will end on that same date.  Until that date, Mathews will
continue to serve as Chief Executive Officer of Interclick, and Interclick will
continue to pay Mathews his current annual base salary of $355,000 in accordance
with normal company payroll procedures and to continue to provide his existing
medical and dental coverage in the ordinary course.

    


    2.           Separation
Payments and Benefits.  Upon the effective date of Mathews’
voluntary resignation as Chief Executive Officer of Interclick, Interclick
agrees to pay Mathews a lump sum equal to six months of his current annual base
salary of $355,000, equaling $177,500, and to continue to provide his existing
medical and dental coverage in the ordinary course throughout the entire
calendar year of 2011 after which time Matthews will be eligible for benefit
continuation under COBRA.  In addition, assuming achievement of the
previously adopted 2010 annual milestones are met and the board approves the
second half bonus payments to the executive officers, Interclick agrees to pay
Mathews his second half 2010 executive management bonus of $88,750 on the same
date and in the same manner that the bonus payment would have been made if
Mathews had continued to serve as Chief Executive Officer through the date on
which bonus payments are made to other executive officers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.           Exercise
of Stock Options.  Interclick agrees that Mathews shall be
permitted to utilize the services of Morgan Stanley Smith Barney (including
MSSB’s employee account access to be available to Interclick employees in coming
months) to implement a cashless, same-day exercise of his vested stock options
during and until the end of the expiration period of the options, which is
August 28, 2012, as if he remained employed at Interclick through that
date.

    


    4.           Mathews’
Release of Interclick.  In consideration for the payments and
benefits described above and for other good and valuable consideration, Mathews
hereby releases and forever discharges Interclick, as well as its affiliates and
all of their respective directors, officers, employees, members, agents, and
attorneys, of and from any and all manner of actions and causes of action,
suits, debts, claims, and demands whatsoever, in law or equity, known or
unknown, asserted or unasserted, which he ever had, now has, or hereafter may
have on account of his employment with Interclick, the termination of his
employment with Interclick, and/or any other fact, matter, incident, claim,
injury, event, circumstance, happening, occurrence, and/or thing of any kind or
nature which arose or occurred prior to the date when he executes this
Agreement, including, but not limited to, any and all claims for wrongful
termination; breach of any implied or express employment contract; unpaid
compensation of any kind;  breach of any fiduciary duty and/or duty of
loyalty; breach of any implied covenant of good faith and fair dealing;
negligent or intentional infliction of emotional distress; defamation; fraud;
unlawful discrimination, harassment; or retaliation based upon age, race, sex,
gender, sexual orientation, marital status, religion, national origin, medical
condition, disability, handicap, or otherwise; any and all claims arising under
arising under Title
VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Equal Pay Act of
1963, as amended (“EPA”); the Age Discrimination in
Employment Act of 1967, as amended (“ADEA”); the Americans with Disabilities
Act of 1990, as amended (“ADA”); the Family and Medical Leave
Act, as amended (“FMLA”); the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"); the Sarbanes-Oxley Act of
2002, as amended (“SOX”); the Worker Adjustment and
Retraining Notification Act of 1988, as amended (“WARN”); the New York
State Human Rights Law; the New York City Human Rights Law;  and/or
any other federal, state, or local law(s) or regulation(s); any and all claims
for damages of any nature, including compensatory, general, special, or
punitive; and any and all claims for costs, fees, or other expenses, including
attorneys' fees, incurred in any of these matters.  Interclick
acknowledges, however, that Mathews does not release or waive any rights to
contribution or indemnity to which he may otherwise be
entitled.  Interclick also acknowledges that Mathews does not release
or waive any claims, and that he retains any rights he may have, to any vested
401(k) monies (if any) or benefits (if any), or any other benefit entitlement
that is vested as of the effective date of his resignation pursuant to the terms
of any company-sponsored benefit plan governed by ERISA.  Nothing
contained herein shall release the Company from its obligations set forth in
this Agreement.

     

    
      
        
        

      

      
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    5.           Interclick’s
Release of Mathews.  In consideration for the payments and
benefits described above and for other good and valuable consideration, and
except as expressly carved out from this release as set out at the end of this
paragraph, Interclick hereby releases and forever discharges Mathews of and from
any and all manner of actions and causes of action, suits, debts, claims, and
demands whatsoever, in law or equity, known or unknown, asserted or unasserted,
which it ever had or now has,  on account of any fact, matter,
incident, claim, injury, event, circumstance, happening, occurrence, and/or
thing of any kind or nature which arose or occurred prior to the date when it
executes this Agreement.  Notwithstanding the release being provided
herein by the Company to Mathews, nothing in this release in any way releases or
discharges any claims or causes of action that the Company has or may have
against Mathews with regard to acts by Mathews of intentional fraud or acts by
Mathews that would violate any criminal or regulatory laws applicable to Mathews
and the Company.

    


    6.           Survival
of Provisions of Employment Agreement.  Except as otherwise
expressly agreed to by the parties, Section 8 of the Employment Agreement shall
remain in full force and effect until the expiration of any relevant statute of
limitation with respect to the provisions of such Section.

    


    7.           Non-Disparagement.  Each
of Mathews and Interclick hereby agrees, for himself and itself and any other of
their respective representatives while they are acting on his or its behalf,
that he and it  have not and will not, directly or indirectly,
disparage, make negative statements about or act in any manner which is intended
to or does damage to the goodwill or business or personal reputations of the
other party or their respective affiliates.

     

    8.           Acknowledgments.  The
Parties agree that:

    


    (a)           Each
has consulted with and been represented by counsel in connection with the
negotiation and execution of this Agreement.

    


    (b)           This
Agreement applies to and binds and inures to the benefit of, their heirs,
successors, and assigns.

    


    (c)           Neither
party has assigned or transferred all or part of any of the obligations set
forth in this Agreement to any Third Person, and each has the full, complete,
and unrestricted right to enter into this Agreement.

    


    (d)           This
Agreement is entered into by each party without any reliance upon any agreement,
statement, promise, understanding, or other inducement of any kind other than
the express terms of this Agreement; this Agreement is the entire and complete
agreement of the Parties; except for the Employment Agreement and the Waiver and
Release of Non-Competition Provision of Employment Agreement executed by the
parties on or about September 30, 2010, this Agreement entirely supersedes any
and all prior agreements contracts, representations, negotiations, discussions,
and/or understandings, oral or written, between Mathews and Interclick; and this
Agreement cannot be modified, altered, amended, waived, or changed in any manner
whatsoever except in a writing executed by Mathews and by an officer or director
of Interclick after the date when Mathews executes this Agreement.

     

    
      
        
        

      

      
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    (e)           The
Parties agree that the consideration exchanged by the other pursuant to this
Agreement is fair and adequate.

    


    (f)           Each
of the numbered paragraphs, terms, and/or provisions of this Agreement is
contractual and is not a mere recital.

    


    (g)           This
Agreement shall not ever, in any manner or for any purpose, by any person, or
based upon any foreseen or unforeseen facts, events, or circumstances, be
subject to any claim of mistake of fact or mistake of law.

    


    (h)           Except
as to matters preempted by ERISA or other laws of the United States of America,
this Agreement shall be interpreted solely pursuant to the laws of the State of
New York, exclusive of its conflicts of laws principles.

    


    (i)           The
language of this Agreement shall for all purposes be construed as a whole,
according to its fair meaning, not strictly for or against Employee or the
Company, and without regard to the identity or status of any person who drafted
all or any part of it.

    


    (j)           If
any provision of this Agreement is declared invalid by a court of competent
jurisdiction or rendered invalid by any other process of law, the remaining
provisions of this Agreement shall remain in full force and effect.

    


    (k)           No
waiver of any breach or condition of this Agreement shall be construed for any
purpose as a waiver of any other breach or condition of this Agreement,
regardless of the similarity or dissimilarity of the breaches or conditions
involved.

    


    (l)           This
Agreement may be executed in counterparts, each of which shall be an original,
and such counterparts together shall constitute one and the same
instrument.

    


    9.           Confidentiality.  The
Parties agree that the terms and conditions of this Agreement are strictly
confidential and will not be disclosed or discussed to or with any person
whomsoever, with the exception only of disclosure required by court order,
disclosure by Mathews to his spouse, and disclosure to the Parties’ respective
attorneys, tax consultant(s) or accountant(s), and/or the duly designated taxing
authorities of the government of the United States of America and/or the
government of any state to which either of the Parties may owe any taxes and/or
as may be required to comply with the rules and regulations of the Securities
and Exchange Commission.

     

    
      
        
        

      

      
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    IN WITNESS HEREOF, the parties hereby
execute this Agreement and affix their signatures as of the dates set forth
below.

     

    
      	
              
                Dated:
      November
      1, 2010

              

            	 	/s/ Michael
      Mathews	 
	 	 	Michael
      Mathews	 
	 	 	 	 
	 	 	 	 


      
         

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          
                                            INTERCLICK,
      INC.

                                            Dated:       November
      1, 2010    

                                          

                                        	
                                          By:
      

                                        	/s/ Roger Clark	 
	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          	 	 	 
	 	 	 	 
	 	Its :	 Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

      

    

     

    
      
        
        

      

      
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