EXHIBIT
      10.1

     

    SOURCEFORGE,
      INC.

     

    SEPARATION
      AGREEMENT AND RELEASE

     

    This
      Separation Agreement and Release ("Agreement") is made by and between
 Mr.
      Richard J. Marino, Jr. (“Employee”)
      and SourceForge, Inc. (the “Company”), collectively referred to as the
      (“Parties”):

     

    WHEREAS,
      Employee is employed by the Company;

     

    WHEREAS,
      the Company and Employee have entered into an At Will Employment, Confidential
      Information, Invention, Assignment and Arbitration Agreement dated May 15,
      2006
      (the "Confidentiality Agreement") and an indemnification agreement executed
      on
      September 6, 2006 (the “Indemnification Agreement”);

     

    WHEREAS,
      the Company granted Employee an option on May 15, 2006 to purchase 500,000
      shares of the Company’s common stock pursuant to the Plan, memorialized in a
      Stock Option Agreement dated May 15, 2006 (the “Stock Option
      Agreement”);

     

    WHEREAS,
      on June 11, 2007, Employee was granted a restricted stock award of 80,000 shares
      of the Company’s stock, with time-based vesting (the “RSA”) pursuant to the
      Company’s 1998 Stock Option Plan (the “Plan”), and memorialized in the
      Restricted Stock Agreement dated June 11, 2007 (the “Restricted Stock
      Agreement”);

     

    WHEREAS,
      Employee’s employment with the Company will terminate effective October
      5, 2007
      (the
“Termination Date”);

     

    WHEREAS,
      the Parties, and each of them, wish to set forth the terms of Employee’s
      separation from the Company and to resolve any and all disputes, claims,
      complaints, grievances, charges, actions, petitions and demands that the
      Employee may have against the Company as defined herein, including, but not
      limited to, any and all claims arising from or in any way related to Employee’s
      employment with, or separation from, the Company;

     

    NOW
      THEREFORE, in consideration of the promises made herein, the Parties hereby
      agree as follows:

     

    COVENANTS

     

    1.  Termination
      Date.
      Employee’s employment with the Company shall end effective as of close of
      business on the Termination Date.

     

    2.  Consideration.

     

    (a)  Separation
      Payment.
      Within
      ten (10) business days of the Termination Date (but in no event prior to the
      Effective Date), the Company agrees to pay Employee a lump sum separation
      payment of sixty-five thousand dollars and no cents ($65,000), equivalent to
      three (3) months of Employee’s annual base salary, less applicable withholding
      and other standard deductions, in accordance with the Company’s regular payroll
      practices.

     

    (b)  Benefits
      Continuation.
      Employee’s health insurance benefits will remain in effect through October 31,
      2007. To the extent permitted by law and by the Company’s current group health
      insurance policies, Employee will be eligible to continue his health
      insurance benefits after October 31, 2007, under the federal COBRA law at his
      own expense. Employee will be provided with a separate notice of his COBRA
      rights. Subject to this Agreement becoming effective on the Effective Date,
      the
      Company will, however, reimburse Employee for the premium payments in the amount
      of One Thousand One Hundred Eighty-Five Dollars and Three Cents ($1,185.03)
      per
      month for three (3) months (November 2007 - January 2008) following termination
      of health insurance benefits, provided that Employee submits to Company monthly
      receipts, cancelled checks, or other proofs of payments.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  Exercise
      Period.
      The
      exercise of Employee’s vested stock options shall continue to be governed by the
      terms and conditions of the Stock Option Agreement. 

     

    (d)  Forfeiture
      of Unvested Restricted Stock.
      Effective on the Termination Date, Employee shall cease vesting of the RSA,
      and
      the Company shall repurchase all of Employee’s RSA.

     

    3.  Confidential
      Information; Company Property.
      Employee shall continue to maintain the confidentiality of all confidential
      and
      proprietary information of the Company and shall continue to comply with the
      terms and conditions of the Confidentiality Agreement between Employee and
      the
      Company.

     

    4.  Salary
      and Accrued Vacation. Employee acknowledges and represents that the Company
      will have paid all salary, wages, bonuses, accrued vacation, commissions and
      any
      and all other benefits due to Employee once the above noted payments and
      benefits are received.

     

    5.  Release
      of Claims. Employee agrees that the foregoing consideration represents
      settlement in full of all outstanding obligations owed to Employee by the
      Company and its officers, managers, supervisors, agents and employees. Employee,
      on his own behalf, and on behalf of his respective heirs, family members,
      executors, agents, and assigns, hereby fully and forever releases the Company
      and its officers, directors, employees, agents, investors, stockholders,
      administrators, affiliates, divisions, subsidiaries, predecessor and successor
      corporations, and assigns (the “Releasees”), from, and agrees not to sue
      concerning, any claim, duty, obligation or cause of action relating to any
      matters of any kind, whether presently known or unknown, suspected or
      unsuspected, that Employee may possess arising from any omissions, acts or
      facts
      that have occurred up until and including the Effective Date of this Agreement
      including, without limitation:

     

    (a)  any
      and
      all claims relating to or arising from Employee's employment relationship with
      the Company and the termination of that relationship; 

     

    (b)  any
      and
      all claims relating to, or arising from, Employee's right to purchase, or actual
      purchase of shares of stock of the Company, including, without limitation:
      any
      claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty
      under applicable state corporate law, and securities fraud under any state
      or
      federal law; 

     

    (c)  any
      and
      all claims under the law of any jurisdiction including, but not limited to,
      wrongful discharge of employment; constructive discharge from employment;
      termination in violation of public policy; discrimination; breach of contract,
      both express and implied; breach of a covenant of good faith and fair dealing,
      both express and implied; promissory estoppel; negligent or intentional
      infliction of emotional distress; negligent or intentional misrepresentation;
      negligent or intentional interference with contract or prospective economic
      advantage; unfair business practices; defamation; libel; slander; negligence;
      personal injury; assault; battery; invasion of privacy; false imprisonment;
      and
      conversion;

     

    
      
        
        

      

      
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    (d)  any
      and
      all claims for violation of any federal, state or municipal statute, including,
      but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights
      Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans
      with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee
      Retirement Income Security Act of 1974, The Worker Adjustment and Retraining
      Notification Act, the Older Workers Benefit Protection Act; the California
      Fair
      Employment and Housing Act, and the California Labor Code;

     

    (e)  any
      and
      all claims for violation of the federal, or any state, constitution;


     

    (f)  any
      and
      all claims arising out of any other laws and regulations relating to employment
      or employment discrimination;

     

    (g)  any
      claim
      for any loss, cost, damage, or expense arising out of any dispute over the
      non-withholding or other tax treatment of any of the proceeds received by
      Employee as a result of this Agreement; and

     

    (h)  any
      and
      all claims for attorneys' fees and costs, with the exception of such fees and
      costs as may be governed by the terms of the Indemnification
      Agreement.

     

    The
      Parties agree that the release set forth in this section shall be and remain
      in
      effect in all respects as a complete general release as to the matters released.
      This release does not extend to any obligations incurred under this Agreement,
      the Confidentiality Agreement, or the Indemnification Agreement.

     

    6.  Acknowledgment
      of Waiver of Claims under ADEA.  Employee
      acknowledges that he is waiving and releasing any rights he may have under
      the
      Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and
      release is knowing and voluntary. Employee agrees that this waiver and release
      does not apply to any rights or claims that may arise under the ADEA after
      the
      Effective Date of this Agreement. Employee acknowledges that the consideration
      given for this waiver and release is in addition to anything of value to which
      Employee was already entitled. Employee further acknowledges that he has been
      advised by this writing that: (a) he should consult with an attorney prior
      to
      executing this Agreement; (b) he has twenty-one (21) days within which to
      consider this Agreement; (c) he has seven (7) days following his execution
      of
      this Agreement to revoke this Agreement; (d) this Agreement shall not be
      effective until after the revocation period has expired; and (e) nothing in
      this
      Agreement prevents or precludes Employee from challenging or seeking a
      determination in good faith of the validity of this waiver under the ADEA,
      nor
      does it impose any condition precedent, penalties, or costs for doing so, unless
      specifically authorized by federal law. In the event Employee signs this
      Agreement and returns it to the Company in less than the 21-day period
      identified above, Employee hereby acknowledges that he has freely and
      voluntarily chosen to waive the time period allotted for considering this
      Agreement.

     

    7.  Civil
      Code Section 1542. The Parties represent that they are not aware of any
      claim by either of them other than the claims that are released by this
      Agreement. Employee and the Company acknowledge that they have been advised
      by
      legal counsel and are familiar with the provisions of California Civil Code
      Section 1542, which provides as follows:

     

    
      
        
        

      

      
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    A
      GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
      TO
      EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
      HIM MUST
      HAVE
      MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

     

    Employee
      and the Company, being aware of said code section, agree to expressly waive
      any
      rights they may have thereunder, as well as under any other statute or common
      law principles of similar effect.

     

    8.  No
      Pending or Future Lawsuits.
      Employee represents that he has
      no
      lawsuits, claims, or actions pending in his name,
      or
      on behalf of any other person or entity, against the Company or any other person
      or entity referred to herein. Employee also represents that he does not intend
      to bring any claims on his own behalf or on behalf of any other person or entity
      against the Company or any other person or entity referred to herein. Company
      represents that it has no lawsuits pending in its name against Employee and,
      to
      the actual knowledge of the Company’s president and chief executive officer, no
      lawsuits are pending against Employee relating to Employee’s period of service
      as an employee of the Company.

     

    9.  Confidentiality.
      The Parties acknowledge that Employee’s agreement to keep the terms and
      conditions of this Agreement confidential was a material factor on which all
      parties relied in entering into this Agreement. Employee hereto agrees to use
      reasonable efforts to maintain in confidence the existence of this Agreement,
      the contents and terms of this Agreement, the consideration for this Agreement,
      and any allegations relating to the Company or his employment with the Company
      except as otherwise provided for in this Agreement (hereinafter collectively
      referred to as "Settlement Information"). Employee agrees to take every
      reasonable precaution to prevent disclosure of any Settlement Information to
      third parties, and agrees that there will be no publicity, directly or
      indirectly, concerning any Settlement Information. Employee shall, however,
      be
      permitted to disclose Settlement Information to those attorneys, accountants,
      governmental entities, and family members who have a reasonable need to know
      of
      such Settlement Information. Furthermore,
      in the event either Party is legally required to disclose the terms of this
      Agreement such disclosure shall be permitted hereunder provided written notice
      of such disclosure is provided to the nondisclosing Party.

     

    10.  No
      Cooperation. Employee agrees he will not act in any manner that might damage
      the business of the Company. Employee agrees that he will not encourage, counsel
      or assist any attorneys or their clients in the presentation or prosecution
      of
      any disputes, differences, grievances, claims, charges, or complaints by any
      third party against the Releasees, unless under a subpoena or other court order
      to do so. Employee further agrees both to immediately notify in writing the
      Company upon receipt of any court order, subpoena, or any legal discovery device
      that seeks or might require the disclosure or production of the existence or
      terms of this Agreement, and to furnish, within three (3) business days of
      its
      receipt, a copy of such subpoena or legal discovery device to the
      Company.

     

    
      
        
        

      

      
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    11.  Non-Disparagement.
      Each Party agrees to refrain from any defamation, libel or slander of the other
      Party or tortious interference with the contracts and relationships of the
      other
      Party.

     

    12.  Non-Solicitation.
      Employee agrees that for a period of twelve (12) months immediately following
      the Effective Date of this Agreement, Employee shall not either directly or
      indirectly solicit, induce, recruit or encourage any of the Company’s employees
      to leave their employment, or take away such employees, or attempt to solicit,
      induce, recruit, encourage, take away or hire employees of the Company, either
      for him or any other person or entity.

     

    13.  No
      Admission of Liability. The Parties understand and acknowledge that this
      Agreement constitutes a compromise and settlement of actual or potential
      disputed claims. No action taken by the Parties hereto, or either of them,
      either previously or in connection with this Agreement shall be deemed or
      construed to be:

     

    (a)  an
      admission of the truth or falsity of any claims heretofore made or any potential
      claims; or

     

    (b)  an
      acknowledgment or admission by either Party of any fault or liability whatsoever
      to the other Party or to any third party.

     

    14.  Costs.
      The
      Parties shall each bear their own costs, expert fees, attorneys' fees and other
      fees incurred in connection with this Agreement, except as provided
      herein.

     

    15.  Indemnification.
      Employee agrees to indemnify and hold harmless the Company from and against
      any
      and all loss, costs, damages or expenses, including, without limitation,
      attorneys’ fees or expenses incurred by the Company arising out of the breach of
      this Agreement by Employee, or from any false representation made herein by
      Employee, or from any action or proceeding which may be commenced, prosecuted
      or
      threatened by Employee or for Employee’s benefit, upon Employee’s initiative, or
      with Employee’s aid or approval, contrary to the provisions of this Agreement.
      Employee further agrees that in any such action or proceeding, this Agreement
      may be pled by the Company as a complete defense, or may be asserted by way
      of
      counterclaim or cross-claim.

     

    16.  Arbitration.
      The Parties agree that any and all disputes arising out of the terms of this
      Agreement, their interpretation, and any of the matters herein released, shall
      be subject to binding arbitration in Santa Clara County before the American
      Arbitration Association under its National Rules for the Resolution of
      Employment Disputes, supplemented by the California Code of Civil Procedure.
      The
      Parties agree that the prevailing party in any arbitration shall be entitled
      to
      injunctive relief in any court of competent jurisdiction to enforce the
      arbitration award. The Parties agree that the prevailing party in any
      arbitration shall be awarded its reasonable attorneys’ fees and costs.
The
      Parties hereby agree to waive their right to have any dispute between them
      resolved in a court of law by a judge or jury.
      This
      paragraph will not prevent either party from seeking injunctive relief (or
      any
      other provisional remedy) from any court having jurisdiction over the Parties
      and the subject matter of their dispute relating to Employee’s obligations under
      this Agreement and the Confidentiality Agreement.

     

    17.  Authority.
      The Company represents and warrants that the undersigned has the authority
      to
      act on behalf of the Company and to bind the Company and all who may claim
      through it to the terms and conditions of this Agreement. Employee represents
      and warrants that he has the capacity to act on his own behalf and on behalf
      of
      all who might claim through him to bind them to the terms and conditions of
      this
      Agreement. Each Party warrants and represents that there are no liens or claims
      of lien or assignments in law or equity or otherwise of or against any of the
      claims or causes of action released herein.

     

    
      
        
        

      

      
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    18.  No
      Representations. Each Party represents that it has had the opportunity to
      consult with an attorney, and has carefully read and understands the scope
      and
      effect of the provisions of this Agreement. In entering into this Agreement,
      neither Party has relied upon any representations or statements made by the
      other Party hereto which are not specifically set forth in this
      Agreement.

     

    19.  Severability.
      In the event that any provision, or any portion thereof, becomes or is declared
      by a court of competent jurisdiction to be illegal, unenforceable or void,
      this
      Agreement shall continue in full force and effect without said provision or
      portion thereof so long as the remaining provisions remain intelligible and
      continue to reflect the original intent of the Parties.

     

    20.  Entire
      Agreement. This Agreement, the Indemnification Agreement, the
      Confidentiality Agreement, the Restricted Stock Agreement and the Stock Option
      Agreement, constitute the entire agreement and understanding between the Parties
      concerning the subject matter of this Agreement and all prior representations,
      understandings, and agreements concerning the subject matter of this Agreement
      (other than the Indemnification Agreement, the Confidentiality Agreement, the
      Restricted Stock Agreement and the Stock Option Agreement) have been superseded
      by the terms of this Agreement. In the event that the indemnification language
      of this Agreement conflicts with the indemnification language of the
      Indemnification Agreement, the Indemnification Agreement shall govern. In
      addition, Employee shall continue to be provided coverage under director and
      officer liability insurance, no less favorable than the other officers employed
      by the Company as of the Effective Date of this Agreement.

     

    21.  No
      Waiver. The failure of either Party to insist upon the performance of any of
      the terms and conditions in this Agreement, or the failure to prosecute any
      breach of any of the terms and conditions of this Agreement, shall not be
      construed thereafter as a waiver of any such terms or conditions. This entire
      Agreement shall remain in full force and effect as if no such forbearance or
      failure of performance had occurred.

     

    22.  No
      Oral Modification. Any modification or amendment of this Agreement, or
      additional obligation assumed by either Party in connection with this Agreement,
      shall be effective only if placed in writing and signed by both Parties or
      by
      authorized representatives of each Party. No provision of this Agreement can
      be
      changed, altered, modified, or waived except by an executed writing by the
      Parties.

     

    23.  Governing
      Law. This Agreement shall be deemed to have been executed and delivered
      within the State of California, and it shall be construed, interpreted,
      governed, and enforced in accordance with the laws of the State of California.
      

     

    24.  Attorneys’
      Fees. Except with regard to a legal action challenging or seeking a
      determination in good faith of the validity of the waiver herein under the
      ADEA,
      in the event that either Party brings an action to enforce or effect its rights
      under this Agreement, the prevailing Party shall be entitled to recover its
      costs and expenses, including the costs of mediation, arbitration, litigation,
      court fees, plus reasonable attorneys’ fees, incurred in connection with such an
      action.

     

    
      
        
        

      

      
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    25.  Effective
      Date. Each Party has seven (7) days after that Party signs this Agreement to
      revoke it. This Agreement will become effective after seven (7) days have passed
      since Employee signed the Agreement, assuming it is not revoked by either Party
      before that date (the “Effective Date”).

     

    26.  Counterparts.
      This Agreement may be executed in counterparts, and each counterpart shall
      have
      the same force and effect as an original and shall constitute an effective,
      binding agreement on the part of each of the undersigned.

     

    27.  Voluntary
      Execution of Agreement. This Agreement is executed voluntarily and without
      any duress or undue influence on the part or behalf of the Parties hereto,
      with
      the full intent of releasing all claims. The Parties acknowledge
      that:

     

    (a)  They
      have
      read this Agreement;

     

    (b)  They
      have
      been represented in the preparation, negotiation, and execution of this
      Agreement by legal counsel of their own choice or that they have voluntarily
      declined to seek such counsel;

     

    (c)  They
      understand the terms and consequences of this Agreement and of the releases
      it
      contains; and

     

    (d)  They
      are
      fully aware of the legal and binding effect of this Agreement.

     

    IN
      WITNESS WHEREOF, the Parties have executed this Agreement on the respective
      dates set forth below.

     

    
      
        	 	
                SourceForge,
                  Inc.

              
	 	 
	
                Dated:
                  10/4/2007

              	
                By   /s/
                  Ali
                  Jenab

              
	 	
                Ali
                  Jenab

              
	 	
                President
                  & Chief Executive Officer

              
	 	 
	 	
                Richard
                  J. Marino, Jr. an individual

              
	 	 
	
                Dated:
                  10/4/2007

              	
                By  
                  /s/ Richard
                  J. Marino, Jr.

              
	 	
                Richard
                  J. Marino, Jr.

              


      

       

      
        
          
          

        

        
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