Unassociated Document


     

    Exhibit
10.2


    SECOND
AMENDMENT TO

    EMPLOYMENT
AGREEMENT

    


    This
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated March 30,
2010, is by and between interCLICK, Inc., a Delaware corporation (the
“Company”), and Michael Mathews (the “Executive”).

    


    WHEREAS,
the Company and the Executive entered into an employment agreement as of June
28, 2007, as amended by that certain Amendment to Employment Agreement dated
December 31, 2008 (the “Agreement”); and

    


    NOW,
THEREFORE, the Company and the Executive, each intending to be legally bound
hereby, do mutually covenant and agree as follows:

    


    
      	
               
      

            	
              I.

            	
              The
      Agreement is hereby amended as
follows:

            


    

    


    
      	
               
      

            	
              A.

            	
              Section
      4(b) shall be deleted and replaced with the
  following:

            


    

    


    
      	
               
      

            	
              (b)

            	
              Bonus.  In
      addition to a base salary, Executive shall be eligible to receive an
      annual cash bonus (pro-rated for partial calendar years during the
      Employment Period) upon the achievement of pre-established performance
      goals tied to the Company’s revenues, EBITDA or other financial measures
      as determined by the Company’s Board of Directors or Compensation
      Committee after consultation with the
      Executive.   Depending upon achievement of the performance
      goals, Executive’s bonus for each calendar year during the Employment
      Period shall be 50% of Executive’s base salary earned during such
      year.  Any such Bonus earned during a calendar year shall be
      paid at such time as the Company customarily pays annual
      bonuses.

            


    

    


    
      	
               
      

            	
              B.

            	
              Section
      4(g) of the Agreement shall be amended by adding a new clause (iv) as
      follows:

            


    

    


    (iv)           Upon
a change of control as defined in Section 4(g)(i) of this Agreement, all options
and restricted common stock granted by the Company to the Executive shall
immediately vest.

    


    II.         Capitalized
terms used but not otherwise defined in this Second Amendment shall have the
meanings assigned thereto in the Agreement.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    III.         In
the event of any conflict between the Agreement and this Second Amendment, the
terms as contained in this Second Amendment shall control. In all other respects
the Agreement is hereby ratified and confirmed.

    


    IV.         This
Second Amendment may be executed in one or more counterparts, each of which
shall be deemed to be one and the same agreement. Facsimile signatures shall be
treated in all respects and for all purposes as originals.

    


    [Signature
Page to Follow]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
the date first above written.

    


    
      
        
          
            
              
                	 
      	
                        COMPANY:

                      
	 
      	 
      	 
      
	 
      	
                        interCLICK,
      Inc.

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        ______________________________

                      
	 
      	 
      	
                        ______________,
      _______________

                      
	 
      	 
      	 
      
	 
      	EXECUTIVE:
	 
      	 
      	 
      
	 
      	___________________________________
	 
      	Michael
      Mathews


              

            

          

        

      

    

     

    
      
         


      

      
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