EXHIBIT
        10.1


    

    SOURCEFORGE,
      INC.

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the “Agreement”) is made and entered into by and between
      Scott L. Kauffman (“Executive”) and SourceForge, Inc. (the “Company”), effective
      as of December 3, 2008 (the “Effective Date”).

    


    1. Duties
      and Scope of Employment.
      

    


    (a) Position
      and Duties.
      

    


    (i) For
      the
      period beginning as of the Effective Date and ending on January 4, 2009,
      Executive will be employed by the Company on a part-time basis, engaging in
      activities related to his transition into the position of President and Chief
      Executive Officer and reporting to the Company's Board of Directors (the
      "Board").  During such period of part-time employment, which is referred to
      herein as the "Transition Term," Executive shall be permitted to balance his
      attention to Company matters with his prior business commitments.

    


    (ii) Beginning
      on January 5, 2009 (the “Full-Time Start Date”), Executive will serve as
      President and Chief Executive Officer of the Company. Executive will render
      such
      business and professional services in the performance of Executive’s duties,
      consistent with Executive’s position within the Company, as will reasonably be
      assigned by the Board. The Board may modify Executive’s job title and duties as
      it deems necessary and appropriate in light of the Company’s needs and interests
      from time to time. The period of Executive’s full-time employment under this
      Agreement commencing on the Full-Time Start Date is referred to herein as the
      “Employment Term.”

    


    (b) Board
      Membership.
      During
      the Employment Term, Executive will serve as a member of the Board, subject
      to
      any required Board and/or stockholder approval. Upon termination of the
      Employment Term, Executive shall resign from the Board.

    


    (c) Obligations.
      During
      the Transition Term, Executive will be only obligated to perform services to
      the
      Company on a part-time basis. During the Employment Term, Executive will perform
      Executive’s duties faithfully and to the best of Executive’s ability and will
      devote Executive’s full business efforts and time to the Company. For the
      duration of the Employment Term, Executive agrees not to actively engage in
      any
      other employment, occupation or consulting activity for any direct or indirect
      remuneration without the prior approval of the Board. Notwithstanding the
      foregoing, Executive may continue to serve as an outside corporate board member
      for those four (4) companies listed on Schedule
      A,
      so long
      as such service does not interfere with Executive’s performance of his
      responsibilities and duties to the Company. Further, Executive agrees in good
      faith to reduce his board memberships over time to no more than two (2) board
      memberships as the opportunity arises. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. At-Will
      Employment.
      The
      Company and Executive acknowledge that Executive’s employment is and will be
      at-will, as defined under applicable law. If Executive’s employment terminates
      for any reason, including (without limitation) any termination prior to or
      following a Change of Control, Executive will not be entitled to any
acceleration
      of Award vesting or severance pay based on termination of employment
other
      than as provided by this Agreement. If Executive should resign his employment,
      the Company requests, as a courtesy, that Executive provides at least thirty
      (30) day advance notice to the Board.

    


    3. Compensation.

    


    (a) Base
      Salary.
      For the
      Transition Term, the Company will pay Executive a one-time payment equal to
      $10,000 as compensation for Executive’s services. Such payment will be paid on
      the first payroll date to occur following the commencement of the Employment
      Term in January 2009. During the Employment Term, the Company will pay Executive
      an annual salary of not less than $400,000 as compensation for Executive’s
      services (the “Base Salary”). The Base Salary will be paid in accordance with
      the Company’s normal payroll practices and be subject to the usual, required
      withholdings. Executive’s salary will be subject to review and adjustments will
      be made based upon the Company’s normal performance review
      practices.

    


    (b) Target
      Bonus.
      Executive will be eligible to receive an annual target bonus of seventy-five
      percent (75%) of, with a maximum annual target bonus of up to one hundred fifty
      percent (150%) of, Executive’s Base Salary, less applicable withholdings, upon
      achievement of performance objectives to be determined by the Compensation
      Committee of the Board in its sole discretion (the “Target Bonus”). Executive’s
      Target Bonus will be subject to the terms of the Company’s Named Executive
      Officer Bonus Policy and Plan (the “Bonus Plan”). Currently, pursuant to the
      Bonus Plan the Target Bonus will be paid quarterly based on achievement of
      quarterly performance objectives with payment made within sixty (60) days after
      the end of each fiscal quarter. The Company may, in its discretion, modify
      the
      Bonus Plan to, without limitation, make bonus payments annually to participants,
      in which case Executive’s Target Bonus will also then be paid annually. In no
      event, however, shall the Target Bonus, or any portion thereof, be paid after
      the later of (i) March 15 following the calendar year in which such Target
      Bonus is earned or (ii) the
      15th
      day of
      the 3rd
      month
      following the close of the Company’s fiscal year in which such Target
      Bonus
      is
      earned. On the six (6) month anniversary of the Full-Time Start Date, Executive
      will receive the pro-rata portion of the Target Bonus at seventy-five percent
      (75%) of Executive’s Base Salary, which is equal to $150,000, subject to
      Executive’s continued employment with the Company through such date.


    


    (c) Equity.
      

    


    (i) At
      the
      meeting of the Board on December 3, 2008, it will be recommended to the Board
      that Executive be granted a stock option to purchase 2,250,000 shares of the
      Company’s Common Stock (the “Option”) at the fair market value of the Company’s
      Common Stock on the date of grant (i.e., December 3, 2008). Subject to the
      accelerated vesting provisions set forth herein below in Section 7, the Option
      will vest as to 25% of the shares subject to the Option one (1) year after
      the
      Effective Date, and as to 1/48th of the shares subject to the Option monthly
      thereafter on the same day of the month as the Effective Date (and if there
      is
      no corresponding day, the last day of the month), so that the Option will be
      fully vested and exercisable on the four (4) year anniversary of the Effective
      Date, subject to Executive continuing to be a service provider to the Company,
      as defined in the Company’s 2007 Equity Incentive Plan (the “Equity Plan”)
      through the relevant vesting dates. The Option will be subject to the terms,
      definitions and provisions of the Equity Plan and the stock option agreement
      by
      and between Executive and the Company (the “Option Agreement”), both of which
      documents are incorporated herein by reference

     

    
      
        
        

      

      
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    (ii) Executive
      will be eligible to receive awards of stock options, restricted stock,
      restricted stock units, stock appreciation rights, performance units and
      performance shares or other equity awards (“Awards”) pursuant to any plans or
      arrangements the Company may have in effect from time to time. The Board or
      the
      Compensation Committee will determine in its discretion whether Executive will
      be granted any such Awards and the terms of any such Award in accordance with
      the terms of any applicable plan or arrangement that may be in effect from
      time
      to time. 

    


    4. Employee
      Benefits.
      Executive will be entitled to participate in the employee benefit plans
      currently and hereafter maintained by the Company of general applicability
      to
      other senior executives of the Company. The Company reserves the right to cancel
      or change the benefit plans and programs it offers to its employees at any
      time.

    


    5. Vacation.
      Executive will be entitled to three (3) weeks (15 working days) of paid time
      off
      (“PTO”) annually, in accordance with the Company’s PTO policy, with the timing
      and duration of specific vacations mutually and reasonably agreed to by the
      parties hereto. Upon Executive’s termination of employment, Executive will be
      entitled to receive Executive’s accrued but unpaid vacation through the date of
      Executive’s termination. 

    


    6. Expenses.
      The
      Company will reimburse Executive for reasonable travel, entertainment or other
      expenses incurred by Executive in the furtherance of or in connection with
      the
      performance of Executive’s duties hereunder, in accordance with the Company’s
      expense reimbursement policy as in effect from time to time.

    


    7. Severance
      Benefits.

    


    (a) Termination
      for other than Cause, Death or Disability Prior to a Change of Control or after
      Twelve Months Following a Change of Control.
      During
      the Employment Term, if prior to a Change of Control or after twelve (12) months
      following a Change of Control, the Company (or any parent or subsidiary or
      successor of the Company) terminates Executive’s employment other than for
      Cause, death or Disability, then, subject to Section 7(c) below, Executive
      will
      receive the following severance from the Company:

    


    (i) Severance
      Payment.
      Executive will receive: (A) a lump-sum severance payment in an amount equal
      to
      twelve (12) months of his Base Salary (as in effect immediately prior to
      Executive’s termination), and (B) a lump-sum amount equal to the pro-rata
      portion of Executive’s Target Bonus at seventy-five percent (75%) of Executive’s
      Base Salary for the period beginning on the first day of the Target Bonus period
      for the quarter or year, as applicable, in which Executive’s employment is
      terminated and ending on the date of Executive’s termination. Executive will
      receive the foregoing amounts, less applicable withholdings, not later than
      five
      (5) business days after the effective date of the Release (as defined in Section
      7(c) below). 

     

    
      
        
        

      

      
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    (ii) Accelerated
      Vesting.
      The
      unvested portion of the Option that would normally vest over the following
      twelve (12) months from the date of Executive’s termination will immediately
      vest prior to Executive’s termination and become exercisable. The Option will
      remain exercisable, to the extent applicable, following the date of termination
      for the period prescribed in the Equity Plan and Option Agreement.

    


    (iii) Continued
      Employee Benefits.
      Executive will receive Company-paid coverage for the cost of continuation
      coverage for Executive and Executive’s eligible dependents under the Company’s
      Benefit Plans until the earlier of (A) a period of twelve (12) months from
      the
      date of Executive’s termination of employment with the Company, or (B) the date
      upon which Executive and/or Executive’s eligible dependents becomes covered
      under similar plans.
      

     

    (b) Termination
      for other than Cause, Death or Disability or Resignation for Good Reason Within
      Twelve Months Following a Change of Control.
      During
      the Employment Term, if within twelve (12) months following a Change of Control,
      (i) the Company (or any parent or subsidiary or successor of the Company)
      terminates Executive’s employment other than for Cause, death or Disability, or
      (ii) upon Executive’s resignation with the Company (or any parent or subsidiary
      or successor of the Company) for Good Reason, then, subject to Section 7(c)
      below, Executive will receive the following severance from the
      Company:

    


    (i) Severance
      Payment.
      Executive will receive: (A) a lump-sum severance payment in an amount equal
      to
      twelve (12) months of his Base Salary (as in effect immediately prior to
      Executive’s termination), and (B) a lump-sum amount equal to Executive’s Target
      Bonus for one (1) year equal to seventy-five percent (75%) of Executive’s Base
      Salary. Executive will receive the foregoing amounts, less applicable
      withholdings, not later than five (5) business days after the effective date
      of
      the Release.

    


    (ii) Accelerated
      Vesting.
      The
      unvested portion of the Option that would normally vest over the following
      eighteen (18) months from the date of Executive’s termination will immediately
      vest prior to Executive’s termination and become exercisable. The Option will
      remain exercisable, to the extent applicable, following the date of termination
      for the period prescribed in the Equity Plan and Option Agreement. 

    


    (iii) Continued
      Employee Benefits.
      Executive will receive Company-paid coverage for the cost of continuation
      coverage for Executive and Executive’s eligible dependents under the Company’s
      Benefit Plans until the earlier of (A) a period of twelve (12) months from
      the
      date of Executive’s termination of employment with the Company, or (B) the date
      upon which Executive and/or Executive’s eligible dependents becomes covered
      under similar plans.

    


    (c) Separation
      and Release of Claims Agreement.
      The
      receipt of any severance payments or benefits pursuant to this Agreement is
      subject to the Executive signing and not revoking a separation and release
      of
      claims agreement in a form reasonably acceptable to the Company (the “Release”),
      which must become effective no later than the 60th
      day
      following the Executive’s termination of employment (the “Release Deadline”),
      and if not, the Executive will forfeit any right to severance payments or
      benefits under this Agreement. To become effective, the Release must be executed
      by the Executive and any revocation periods (as required by statute, regulation,
      or otherwise) must have expired without the Executive having revoked the
      Release. In addition, no severance payments or benefits will be paid or provided
      until the Release actually becomes effective.   

     

    
      
        
        

      

      
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    (d) Death
      Benefits.
      If
      Executive should die before all amounts due under this Agreement have been
      paid,
      such unpaid amounts will be paid in a lump sum payment (less any withholding
      taxes) to Executive’s designated beneficiary, if living, or otherwise to the
      personal representative of Executive’s estate.

    


    (e) Voluntary
      Resignation; Termination due to Death or Disability.
      If
      Executive’s employment with the Company (or
      any
      parent or subsidiary or successor of the Company) terminates
      voluntarily by Executive (except upon Good
      Reason
      following a Change of Control), or due to Executive’s death or Disability, then
      (i) all vesting will terminate immediately with respect to Executive’s
      outstanding Awards, (ii) all payments of compensation by the Company to
      Executive hereunder will terminate immediately (except as to amounts already
      earned through the date of termination), and (iii) Executive will not be
entitled
      to receive severance or other benefits except for those benefits (if any) which
      do not concern acceleration
      of Award vesting or severance pay based on termination of employment
as
      may
      then be established under other Company policies or programs, if any.

    


    (f) Termination
      for Cause.
      If
      Executive’s employment with the Company terminates for Cause by the Company
(or
      any
      parent or subsidiary or successor of the Company),
      then
      (i) all vesting will terminate as of the termination date with respect to
      Executive’s outstanding Awards, and (ii) all payments of compensation by the
      Company to Executive hereunder will terminate immediately as of the date thereof
      (except as to amounts already earned as of the date Executive receives written
      notification of Executive’s termination for Cause).

    


    (g)  Exclusive
      Remedy.
      In the
      event of a termination of Executive’s employment with the Company (or any parent
      or subsidiary or successor of the Company), the provisions of this Section
      7 are
      intended to be and are exclusive and in lieu of any other rights or remedies
      to
      which Executive or the Company may otherwise be entitled, whether at law, tort
      or contract, in equity, or under this Agreement. Executive will be entitled
      to
      no severance or other benefits upon termination of employment with respect
      to
acceleration
      of Award vesting or severance pay
      other
      than those benefits expressly set forth in this Section 7. 

    


    (h) Section
      409A.
       

    


    (i) Notwithstanding
      anything to the contrary in this Agreement, if Executive is a “specified
      employee” within the meaning of Section 409A of the Internal Revenue Code of
      1986, as amended (the “Code”) and any other official guidance promulgated
      thereunder (“Section 409A”), at the time of Executive’s termination, then, if
      required, the severance and benefits payable to Executive pursuant to this
      Agreement (other than due to death), if any, and any other severance payments
      or
      separation benefits which may be considered deferred compensation under Section
      409A (together, the “Deferred Compensation Separation Benefits”), which are
      otherwise due to Executive on or within the six (6) month period following
      Executive’s termination will accrue during such six (6) month period and will
      become payable in a lump sum payment on the date six (6) months and one (1)
      day
      following the date of Executive’s termination of employment or the date of
      Executive’s death, if earlier. All subsequent Deferred Compensation Separation
      Benefits, if any, 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 separate payments for purposes of
      Section 1.409A-2(b)(2) of the Treasury Regulations.

     

    
      
        
        

      

      
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    (ii) Any
      amount paid under the Agreement that satisfies the requirements of the
“short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury
      Regulations shall not constitute Deferred Compensation Separation Benefits
      for
      purposes of clause (i) above.

    


    (iii) 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 (as
      defined below) will not constitute Deferred Compensation Separation Benefits
      for
      purposes of clause (i) above.

    


    (iv) The
      foregoing provisions are intended to comply with the requirements of Section
      409A so that none of the severance payments and benefits to be provided
      hereunder will be subject to the additional tax imposed under Section 409A,
      and
      any ambiguities herein will be interpreted to so comply. Executive and the
      Company agree to work together in good faith to consider amendments to this
      Agreement and to take such reasonable actions which are necessary, appropriate
      or desirable to avoid imposition of any additional tax or income recognition
      prior to actual payment to Executive under Section 409A.

    


    8. Limitation
      on Payments.
      In the
      event that the severance and other benefits provided for in this Agreement
      or
      otherwise payable to Executive (i) constitute “parachute payments” within the
      meaning of Section 280G of the Code and (ii) but for this Section 8, would
      be
      subject to the excise tax imposed by Section 4999 of the Code, then Executive’s
      severance benefits will be either:

    


    
      	
            	(a)	
              delivered
                in full, or

            


    

    


    
      
        
          	
                	(b)	
                  delivered
                    as to such lesser extent which would result in no portion of
                    such
                    severance benefits being subject to the excise tax under Section
                    4999 of
                    the Code,

                


        

      

    

    


    whichever
      of the foregoing amounts, taking into account the applicable federal, state
      and
      local income taxes and the excise tax imposed by Section 4999, results in the
      receipt by Executive on an after-tax basis, of the greatest amount of severance
      benefits, notwithstanding that all or some portion of such severance benefits
      may be taxable under Section 4999 of the Code. If a reduction in the severance
      and other benefits constituting “parachute payments” is necessary so that no
      portion of such severance benefits is subject to the excise tax under Section
      4999 of the Code, the reduction shall occur in the following order unless the
      Company determines in writing a different order: (1) reduction of the
      severance payments under Sections 7(a)(i) or 7(b)(i); (2) cancellation of
      accelerated vesting of Awards; and (3) reduction of continued employee benefits.
      In the event that acceleration of vesting of Award compensation is to be
      reduced, such acceleration of vesting shall be cancelled in the reverse order
      of
      the date of grant of Executive’s Awards. 

     

    
      
        
        

      

      
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    Unless
      the Company and Executive otherwise agree in writing, any determination required
      under this Section 8 will be made in writing by an independent firm immediately
      prior to Change of Control (the “Firm”), whose determination will be conclusive
      and binding upon Executive and the Company for all purposes. For purposes of
      making the calculations required by this Section 8, 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 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. The Company will bear all
      costs the Firm may reasonably incur in connection with any calculations
      contemplated by this Section 8.

    


    9. Definition
      of Terms.
      The
      following terms referred to in this Agreement will have the following
      meanings:

    


    (a) Benefit
      Plans.
      For
      purposes of this Agreement, “Benefit Plans” means plans, policies or
      arrangements that the Company sponsors (or participates in) and that immediately
      prior to Executive’s termination of employment provide Executive and/or
      Executive’s eligible dependents with group health benefits (i.e., medical,
      dental and vision benefits). Benefit Plans do not include any other type of
      benefit (including, but not by way of limitation, disability, life insurance
      or
      retirement benefits). A requirement that the Company provide Executive and
      Executive’s eligible dependents with coverage under the Benefit Plans will not
      be satisfied unless the coverage is no less favorable than that provided to
      senior executives of the Company at any applicable time during the period
      Executive is entitled to receive severance pursuant to Section 7. The Company
      may, at its option, satisfy any requirement that the Company provide coverage
      under any Benefit Plan by (i) reimbursing Executive’s premiums under
      Title X of the Consolidated Budget Reconciliation Act of 1985, as amended
      (“COBRA”) after Executive has properly elected continuation coverage under COBRA
      (in which case Executive will be solely responsible for electing such coverage
      for Executive’s eligible dependents), or (ii) providing coverage under a
      separate plan or plans providing coverage that is sufficient to provide
      Executive and Executive’s eligible dependents with equivalent coverage that is
      reasonably available to Executive and/or Executive’s eligible
      dependents.

    


    (b) Cause.
“Cause”
      is defined as a determination by the Company of any of the following: (i) any
      act of personal dishonesty involving Executive that is material to Executive’s
      responsibilities as an employee of the Company; (ii) Executive’s conviction of,
      or plea of guilty or nolo contendere
      to, a
      felony; (iii) a willful act by Executive which constitutes gross misconduct
      and
      which is injurious to the Company; or (iv) violations by Executive of
      Executive’s obligations as an employee of the Company which are demonstrably
      material, willful and deliberate on Executive’s part and are not discontinued
      within thirty (30) days after there has been delivered to Executive a written
      demand for performance from the Company which describes the basis for the
      Company's belief that Executive has
      not
      substantially performed Executive’s duties (unless such violation by its nature
      cannot be cured, in which case notice and an opportunity to cure shall not
      be
      required). 

     

    
      
        
        

      

      
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    (c) Change
      of Control.
“Change
      of Control” means the occurrence of any of the following events:

    


    (i) the
      acquisition by any one person, or more than one person acting as a group (for
      these purposes, 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),
      (“Person”) that or is or becomes the owner, directly or indirectly, of
      securities of the Company representing more than fifty percent (50%) of the
      total voting power represented by the Company’s then outstanding securities (the
“Voting Securities”); provided, however, that for purposes of this subsection
      (i), the acquisition of additional securities by any one Person, who is
      considered to own more than fifty percent (50%) of the total voting power of
      the
      securities of the Company shall not be considered a Change of Control;
      or

    


    (ii) 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 fair market value of all of
      the
      assets of the Company immediately prior to such acquisition or related series
      of
      acquisitions; provided, however, that for purposes of this Section 9(c)(ii)
      the
      following shall not constitute a change in the ownership of a substantial
      portion of the Company’s assets: (1) a transfer to an entity that is controlled
      by the Company’s shareholders immediately after the transfer; or (2) a transfer
      of assets by the Company to: (A) a shareholder of the Company (immediately
      before the asset transfer) in exchange for or with respect to the Company’s
      securities; (B) an entity, fifty percent (50%) or more of the total value or
      voting power of which is owned, directly or indirectly, by the Company; (C)
      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
      (D)
      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 subsection
      (C).
      For purposes of this Section 9(c)(ii), 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.

    


    Notwithstanding
      the foregoing, a transaction shall not constitute a Change of Control if:
      (i) its sole purpose is to change the state of the Company’s incorporation;
      (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; or
      (iii)
      it does not constitute a change in control event under Treasury Regulation
      1.409A-3(i)(5)(v) or (vii).

    


    (d) Disability.
      “Disability” will mean that Executive has been unable to perform Executive’s
      Company duties as the result of Executive’s incapacity due to physical or mental
      illness, and such inability, at least twenty-six (26) weeks after its
      commencement, is determined to be total and permanent by a physician selected
      by
      the Company or its insurers and acceptable to Executive or Executive’s legal
      representative (such Agreement as to acceptability not to be unreasonably
      withheld). Termination resulting from Disability may only be effected after
      at
      least thirty (30) days’ written notice by the Company of its intention to
      terminate Executive’s employment. In the event that Executive resumes the
      performance of substantially all of Executive’s duties hereunder before the
      termination of Executive’s employment becomes effective, the notice of intent to
      terminate will automatically be deemed to have been revoked.

     

    
      
        
        

      

      
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    (e) Good
      Reason.
“Good
      Reason” means Executive’s resignation within thirty (30) days following the
      expiration of any Company cure period (discussed below) following the occurrence
      of one or more of the following events without Executive’s consent: (i) the
      assignment to Executive of any duties or the reduction of Executive’s duties,
      either of which results in a material diminution in Executive’s authority,
      duties or responsibilities with the Company in effect immediately prior to
      such
      assignment or reduction, or the removal of Executive from such position and
      responsibilities, unless Executive is provided with comparable authority, duties
      or responsibilities; provided, however, it
      being
      understood that a new position within a larger combined company does not
      constitute “Good
      Reason”
if
      it
      is in the same area of operations and involves similar scope of management
      responsibility notwithstanding that Executive may not retain as senior a
      position overall within the larger combined company as Executive’s prior
      position;
      (ii) a
      material reduction of Executive’s Base Salary; (iii) a material change in the
      geographic location at which Executive must perform services (for purposes
      of
      this Agreement, the relocation of Executive to a facility or a location less
      than fifty (50) miles from Executive’s then-present location shall not be
      considered a material change in geographic location); or (iv) any material
      breach by the Company of any material provision of this Agreement or any
      agreement in connection with any Award. Executive will not resign for Good
      Reason without first providing the Company with written notice of the acts
      or
      omissions constituting the grounds for “Good Reason” within ninety (90) days of
      the initial existence of the grounds for “Good Reason” and a reasonable cure
      period of not less than thirty (30) days following the date of such
      notice.

    


    (f) Section
      409A Limit.
      For
      purposes of this Agreement, “Section 409A Limit” means the lesser of two (2)
      times: (i) Executive’s
      annualized compensation based upon the annual rate of pay paid to Executive
      during the Company’s taxable year preceding the Company’s taxable year of
      Executive’s termination of employment as determined under 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 plan pursuant to Section 401(a)(17) of the Code for the
      year in which Executive’s employment is terminated.

    


    10. Successors.

    


    (a) The
      Company’s Successors.
      Any
      successor to the Company (whether direct or indirect and whether by purchase,
      merger, consolidation, liquidation or otherwise) to all or substantially all
      of
      the Company’s business and/or assets 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 executes and delivers the assumption agreement
      described in this Section 10(a) or which becomes bound by the terms of this
      Agreement by operation of law. The failure of the Company to obtain the
      assumption of this Agreement by any successor will constitute a material breach
      of a material part of this Agreement.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (b) Executive’s
      Successors.
      The
      terms of this Agreement and all rights of Executive hereunder will inure to
      the
      benefit of, and be enforceable by, Executive’s personal or legal
      representatives, executors, administrators, successors, heirs, distributees,
      devisees and legatees.

    


    11. Notice.

    


    (a) General.
      Notices
      and all other communications contemplated by this Agreement will be in writing
      and will be deemed to have been duly given when personally delivered or when
      mailed by U.S. registered or certified mail, return receipt requested and
      postage prepaid. In the case of Executive, mailed notices will be addressed
      to
Executive
      at
      the
      home address which Executive most recently communicated to the Company in
      writing. In the case of the Company, mailed notices will be addressed to its
      corporate headquarters, and all notices will be directed to the attention of
      its
      Secretary. 

    


    (b) Notice
      of Termination.
      Any
      termination by the Company for Cause or by Executive for Good Reason or as
      a
      result of a voluntary resignation by Executive will be communicated by a notice
      of termination to the other party hereto given in accordance with Section 11(a)
      of this Agreement. Such notice will indicate the specific termination provision
      in this Agreement relied upon, will set forth in reasonable detail the facts
      and
      circumstances claimed to provide a basis for termination under the provision
      so
      indicated, and will specify the termination date consistent with any applicable
      cure period as set forth in Section 9(b) or 9(e) above or, if not applicable,
      not more than thirty (30) days after the giving of such notice. The failure
      by
      Executive to include in the notice any fact or circumstance which contributes
      to
      a showing of Good Reason will not waive any right of Executive hereunder or
      preclude Executive from asserting such fact or circumstance in enforcing
      Executive’s rights hereunder. 

    


    12.  Arbitration.

     

    (a) Arbitration.
      In
      consideration of Executive’s employment with the Company, its promise to
      arbitrate all employment-related
      disputes, and Executive’s receipt of the compensation, pay raises and other
      benefits paid to Executive by the Company, at present and in the future,
      Executive agrees that any and all controversies, claims, or disputes with anyone
      (including the Company and any employee, officer, director, shareholder or
      benefit plan of the Company in their capacity as such or otherwise) arising
      out
      of, relating to, or resulting from Executive’s employment with the Company or
      termination thereof, including any breach of this Agreement, will be subject
      to
      binding arbitration under the Arbitration Rules set forth in California Code
      of
      Civil Procedure Section 1280 through 1294.2, including Section 1281.8 (the
“Act”), and pursuant to California law. The Federal Arbitration Act shall also
      apply with full force and effect, notwithstanding the application of procedural
      rules set forth under the Act.

    


    (b) Dispute
      Resolution.
      Disputes
      that Executive agrees to arbitrate, and thereby agrees 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 California
      Fair Employment and Housing Act, the Family and Medical Leave Act, the
      California Family Rights Act, the California Labor Code, claims of harassment,
      discrimination, and wrongful termination, and any statutory or common law
      claims. Executive further understands that this Agreement to arbitrate also
      applies to any disputes that the Company may have with Executive.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (c) Procedure.
      Executive agrees that any arbitration will be administered by the Judicial
      Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment
      Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator shall 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, and motions for class certification, prior to any arbitration
      hearing. The arbitrator shall have the power to award any remedies available
      under applicable law, and the arbitrator shall award attorneys’ fees and costs
      to the prevailing party, except as prohibited by law. The Company will pay
      for
      any administrative or hearing fees charged by the administrator or JAMS, and
      all
      arbitrator’s fees, except that Executive shall pay any filing fees associated
      with any arbitration that Executive initiates, but only so much of the filing
      fee as Executive would have instead paid had Executive filed a complaint in
      a
      court of law. Executive agrees that the arbitrator shall administer and conduct
      any arbitration in accordance with California law, including the California
      Code
      of Civil Procedure and the California Evidence Code, and that the arbitrator
      shall apply substantive and procedural California law to any dispute or claim,
      without reference to the rules of conflict of law. To the extent that the JAMS
      Rules conflict with California law, California law shall take precedence. The
      decision of the arbitrator shall be in writing. Any arbitration under this
      Agreement shall be conducted in Santa Clara County, California.

    


    (d) Remedy.
      Except
      as provided by the Act, arbitration shall be the sole, exclusive, and final
      remedy for any dispute between Executive and the Company. Accordingly,
      except as provided 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.
      Notwithstanding, the arbitrator will not have the authority to disregard or
      refuse to enforce any lawful Company policy, and the arbitrator will not order
      or require the Company to adopt a policy not otherwise required by law which
      the
      Company has not adopted.

    


    (e) Administrative
      Relief.
      Executive is not prohibited from pursuing an 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. However, Executive may not pursue court action regarding any such claim,
      except as permitted by law.

    


    (f) Voluntary
      Nature of Agreement.
      Executive acknowledges and agrees that Executive is executing this Agreement
      voluntarily and without any duress or undue influence by the Company or anyone
      else. Executive further acknowledges and agrees that Executive has carefully
      read this Agreement and that Executive has asked any questions needed for
      Executive to understand the terms, consequences and binding effect of this
      Agreement and fully understands it, including that EXECUTIVE
      IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL.
      Finally, Executive agrees that Executive has been provided an opportunity to
      seek the advice of an attorney of Executive’s choice before signing this
      Agreement.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    13. Confidential
      Information.
      Executive agrees to enter into the Company’s standard At-Will Employment,
      Confidential Information, Invention and Assignment Agreement (the “Confidential
      Information Agreement”) upon commencing employment hereunder.

     

    14. Representation
      re Former Employers.
      Executive represents and warrants that, to the best of his knowledge and good
      faith assessment (i) acceptance of the terms of this employment agreement and
      the fulfillment of its terms will not constitute a breach of, default under,
      or
      conflict with any agreement or other instrument to which Executive is a party
      or
      to which Executive is bound; and (ii) no agreement or other instrument exists
      to
      which Executive is a party or to which Executive is bound that will prevent,
      impair, or otherwise interfere with
      Executive being employed by the Company or performing the duties of his position
      as set forth herein. Executive further agrees not to bring any third-party
      confidential information to the Company, including that of any former employer,
      and that he will not in any way utilize any such information in performing
      his
      duties for the Company. 

    


    15. Miscellaneous
      Provisions.

    


    (a) No
      Duty to Mitigate.
      Executive will not be required to mitigate the amount of any payment
      contemplated by this Agreement, nor will any such payment be reduced by any
      earnings that Executive may receive from any other source.

    


    (b) Amendment.
      No
      provision of this Agreement will be modified, waived or discharged unless the
      modification, waiver or discharge is agreed to in writing and signed by
      Executive and by an authorized officer of the Company (other than Executive)
      that is expressly designated as an amendment to this Agreement.

    


    (c) Waiver.
      No
      waiver by either party of any breach of, or of compliance with, any condition
      or
      provision of this Agreement by the other party will be considered a waiver
      of
      any other condition or provision or of the same condition or provision at
      another time.

    


    (d) Headings.
      All
      captions and section headings used in this Agreement are for convenient
      reference only and do not form a part of this Agreement.

    


    (e) Entire
      Agreement.
      This
      Agreement, together with the Equity Plan, Option Agreement and the Confidential
      Information Agreement represents the entire agreement and understanding between
      the parties as to the subject matter herein and supersedes all prior or
      contemporaneous agreements whether written or oral, including the outline of
      major terms of employment, dated November 10, 2008. This
      Agreement may be modified only by agreement of the parties by a written
      instrument executed by the parties that is designated as an amendment to this
      Agreement.
      

    


    (f) Choice
      of Law.
      The
      validity, interpretation, construction and performance of this Agreement will
      be
      governed by the laws of the State of California
      (with
      the exception of its conflict of laws provisions).

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (g) Severability.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      will not affect the validity or enforceability of any other provision hereof,
      which will remain in full force and effect.

    


    (h) Withholding.
      All
      payments made pursuant to this Agreement will be subject to all applicable
      withholdings, including all applicable income and employment taxes, as
      determined in the Company’s reasonable judgment.

    


    (i) Counterparts.
      This
      Agreement may be executed in counterparts, each of which will be deemed an
      original, but all of which together will constitute one and the same
      instrument.

    


    IN
      WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
      of
      the Company by its duly authorized officer, as of the day and year set forth
      below.

    


    

      
        	
                COMPANY

              	
                SOURCEFORGE,
                  INC.

              
	 	 	 
	 	
                By:

              	
                //s//
                  Robert M. Neumeister, Jr.

              
	 	 	 
	 	
                Title:

              	
                Chairman
                  of the Board of Directors

              
	 	 	 
	 	 	 
	 	 	 
	
                EXECUTIVE

              	
                By:

              	
                //s//
                  Scott L. Kauffman

              
	 	 	 
	 	
                Title:

              	
                Individual

              


      

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

    

    Schedule
      A

    


    Executive
      presently serves as a member of the board of directors of the following
      companies:

    


    Coremetrics,
      Inc.

    


    MDC
      Partners, Inc.

    


    PopTok
      Ltd.

    


    Zango,
      Inc.

    


    
      
        
        

      

      
        -14-