Unassociated Document


    INTERCLICK,
INC.

    RESTRICTED
STOCK AGREEMENT

    EMPLOYEE

     

    This
Restricted Stock Agreement (this “Agreement”), entered into as of ____________
2009, sets forth the terms and conditions of an award (this “Award”) of
restricted stock granted by interCLICK, Inc., a Delaware corporation (the
“Company”), to _____________ (the “Recipient”) under the 2007 Incentive Stock
and Award Plan (the “Plan”).

     

     1.          The Plan. This Award
is made pursuant to the Plan, the terms of which are incorporated in this
Agreement.  Capitalized terms used in this Agreement that are not
defined in this Agreement have the meanings as used or defined in the
Plan.

     

                    2.           Award. As of the date
of this Agreement, the Recipient has been granted _________ shares of restricted
common stock (“Restricted Stock”).  All certificates issued shall
contain an appropriate restrictive legend.

     

     3.          Vesting/Forfeiture.

    


    (a)         The
shares of Restricted Stock shall vest in _________________increments,
commencing __________ from the date of this Agreement, subject to the Recipient
continuing to perform services for the Company as an employee on each applicable
vesting date.

    


    (b)         Notwithstanding
any other provision of this Agreement, at the option of the Board of Directors
or the Compensation Committee of the Company, all shares of Restricted Stock
subject to this Agreement, whether vested or unvested, shall be immediately
forfeited in the event the following events occur:

    


    (1)   The
Recipient is dismissed as an employee based upon fraud, theft, or dishonesty,
which is reflected in a written or electronic notice given to the
employee;

    


    (2)   The
Recipient purchases or sells securities of the Company without written
authorization in accordance with the Company’s inside information guidelines
then in effect;

    


    (3)   The
Recipient breaches any duty of confidentiality including that required by the
Company’s inside information guidelines then in effect;

    


    (4)   The
Recipient competes with the Company during a period of one year following
termination of employment by soliciting customers located within or otherwise
where the Company is doing business within any state, or where the Company
expects to do business within three months following termination, and in this
later event, the employee has actual knowledge of such plans; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (5)   The
Recipient recruits Company personnel for another entity within 24 months
following termination of employment;

    


    (6)   The
Recipient is unavailable for consultation after termination of the Recipient if
such availability is a condition of any Agreement between the Company and the
Recipient;

    


    (7)   The
Recipient fails to assign any invention or technology to the Company if such
assignment is a condition of any agreement between the Company and the
Recipient;

    


    (8)   The
Recipient acts in a disloyal manner to the Company; or

    


    (9)   A
finding by the Board of Directors that the employee has acted against the
interests of the Company.

    


    4.           Profits on the Sale of
Certain Shares; Cancellation.  If any of the events specified
in Section 3(b) of this Agreement occur within one year from the Recipient
performed services for which the Restricted Stock was granted (the “Termination
Date”) (or such longer period required by any written employment agreement), all
profits earned from the Recipient’s sale of the Company’s Restricted Stock
during the two-year period commencing one year prior to the Termination Date
shall be forfeited and forthwith paid by the Recipient to the
Company.  Further, in such event, the Company may at its option cancel
the shares of Restricted Stock granted under this Agreement.  The
Company’s rights under this Section do not lapse one year from the Termination
Date but are a contract right subject to any appropriate statutory limitation
period.

    


    5.           Notices and
Addresses.  All notices, offers, acceptance and any other acts
under this  Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by Federal
Express or similar overnight next business day delivery, or by facsimile
delivery followed by overnight next day delivery, as follows:

    


    
      
        
          	
                  The
      Recipient:

                	
                  _________

                
	 
      	
                  _________

                
	 
      	
                  _________

                
	 
      	 
      
	
                  The
      Company:

                	
                  Mr.
      Michael Mathews

                
	 
      	
                  interCLICK,
      Inc.

                
	 
      	
                  257
      Park Avenue South, Suite 602

                
	 
      	
                  New
      York, NY 10010

                
	 
      	
                  Facsimile:
      (646) 558-1225

                


        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                with
      a copy to:

              	
                Michael
      D. Harris, Esq.

              
	 
      	
                Harris
      Cramer LLP

              
	 
      	
                1555
      Palm Beach Lakes Blvd., Suite 310

              
	 
      	
                West
      Palm Beach, FL  33401

              
	 
      	
                Facsimile:  (561)
      659-0701

              


      

    

    


    or to
such other address as either of them, by notice to the other may designate from
time to time.  The transmission confirmation receipt from the sender’s
facsimile machine shall be evidence of successful facsimile
delivery.  Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.

    


    6.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  The execution of this Agreement may be by actual or
facsimile signature.

    


    7.           Attorney’s
Fees.  In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof, and any action or proceeding is commenced to enforce the
provisions of this Agreement, the prevailing party shall be entitled to a
reasonable attorney’s fee, costs and expenses.

    


    8.           Severability.  If
any term or condition of this Agreement shall be invalid or unenforceable to any
extent or in any application, then the remainder of this Agreement, and such
term or condition except to such extent or in such application, shall not be
affected hereby and each and every term and condition of this Agreement shall be
valid and enforced to the fullest extent and in the broadest application
permitted by law.

    


    9.           Entire
Agreement.  This Agreement represents the entire agreement and
understanding between the parties and supersedes all prior negotiations,
understandings, representations (if any), and agreements made by and between the
parties.  Each party specifically acknowledges, represents and
warrants that they have not been induced to sign this Agreement.

    


                   10.          Governing Law. This
Agreement and any dispute, disagreement, or issue of construction or
interpretation arising hereunder whether relating to its execution, its
validity, the obligations provided therein or performance shall be governed or
interpreted according to the internal laws of the State of Delaware without
regard to choice of law considerations.

     

                   11.          Headings. The
headings in this Agreement are for the purpose of convenience only and are not
intended to define or limit the construction of the provisions
hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
and delivered as of the date aforesaid.

     

    
      
        
          
            	
                    WITNESSES:

                  	 	
                    interCLICK,
      INC.

                  
	 
      	 	 
      	 
      
	
                      

                  	 	
                    By:

                  	
                      

                  
	 
      	 	 
      	
                    Michael
      Mathews, Chief Executive
Officer

                  


          

        

      

    

    


    
      
        
          
            
              
                	 
      	 	
                        RECIPIENT

                      
	 
      	 	 
      	 
      
	
                          

                      	 	
                          

                      	 
      
	 
      	 	
                        Print Name: