10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission file number: 001-33707

CONSTANT CONTACT, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3285398
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
1601 Trapelo Road, Third Floor Waltham, Massachusetts	02451
(Address of principal executive offices)	(Zip Code)

(781) 472-8100
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ      No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o      No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o      No þ

     As of November 1, 2010, there were 29,054,178 shares of the registrant’s Common Stock, par value $.01 per share, outstanding.

CONSTANT CONTACT, INC.

INDEX

	PAGE
	NUMBER
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS		3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)		3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)		4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)		5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)		6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		21
ITEM 4. CONTROLS AND PROCEDURES		21
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		22
ITEM 1A. RISK FACTORS		22
ITEM 6. EXHIBITS		35
SIGNATURES		36
EXHIBITS		37
EX-10.2
EX-10.3
EX-10.4
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

Part I. Financial Information

Item 1. Financial Statements

Constant Contact, Inc.

Condensed Consolidated Balance Sheets
(Unaudited)

	September 30,			December 31,
(In thousands, except share and per share data)	2010			2009
Assets
Current assets
Cash and cash equivalents	$	57,260		$	59,822
Marketable securities		64,805			53,280
Accounts receivable, net		48			53
Prepaid expenses and other current assets		4,580			3,420
Total current assets		126,693			116,575
Property and equipment, net		27,525			23,891
Restricted cash		750			750
Goodwill		5,068			—
Acquired intangible assets, net		862			—
Other assets		326			272
Total assets	$	161,224		$	141,488
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	5,693		$	5,806
Accrued expenses		10,214			7,211
Deferred revenue		24,450			20,341
Total current liabilities		40,357			33,358
Long-term accrued rent		2,335			3,162
Total liabilities		42,692			36,520
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding as of September 30, 2010 and December 31, 2009		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 29,045,697 and 28,403,673 shares issued and outstanding as of September 30, 2010 and December 31, 2009, respectively		290			284
Additional paid-in capital		163,023			150,716
Accumulated other comprehensive income		35			40
Accumulated deficit		(44,816	)		(46,072	)
Total stockholders’ equity		118,532			104,968
Total liabilities and stockholders’ equity	$	161,224		$	141,488

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Constant Contact, Inc.

Condensed Consolidated Statements of Operations
(Unaudited)

	Three months ended					Nine months ended
	September 30,					September 30,
(In thousands, except per share data)	2010			2009		2010			2009
Revenue	$	44,828		$	33,533	$	126,764		$	92,606
Cost of revenue		12,694			9,927		37,096			26,953
Gross profit		32,134			23,606		89,668			65,653
Operating expenses
Research and development		5,890			4,663		17,454			13,334
Sales and marketing		18,773			14,169		57,694			42,281
General and administrative		4,551			3,432		13,454			9,950
Total operating expenses		29,214			22,264		88,602			65,565
Income from operations		2,920			1,342		1,066			88
Interest and other income		81			128		249			414
Income before income taxes		3,001			1,470		1,315			502
Provision for income taxes		(59	)		—		(59	)		—
Net income	$	2,942		$	1,470	$	1,256		$	502
Net income per share:
Basic	$	0.10		$	0.05	$	0.04		$	0.02
Diluted	$	0.10		$	0.05	$	0.04		$	0.02
Weighted average shares outstanding used in computing per share amounts:
Basic		28,887			28,304		28,666			28,219
Diluted		29,937			29,569		29,820			29,447

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Constant Contact, Inc.

Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Nine months ended
	September 30,
(In thousands)	2010			2009
Cash flows from operating activities
Net income	$	1,256		$	502
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		8,595			6,045
Accretion of discount on investments		36			16
Stock-based compensation expense		5,810			3,613
Recovery of bad debts		(1	)		(7	)
Gain on sales of marketable securities		—			(5	)
Changes in operating assets and liabilities, net of effects from acquisition
Accounts receivable		6			(36	)
Prepaid expenses and other current assets		(1,148	)		368
Other assets		(54	)		(101	)
Accounts payable		(113	)		(1,721	)
Accrued expenses		2,781			1,918
Deferred revenue		4,109			4,341
Long-term accrued rent		(827	)		1,308
Net cash provided by operating activities		20,450			16,241
Cash flows from investing activities
Purchases of marketable securities		(84,261	)		(54,600	)
Proceeds from maturities of marketable securities		72,695			19,400
Proceeds from sales of marketable securities		—			11,999
Increase in restricted cash		—			(442	)
Payment for acquisition of Nutshell Mail, Inc., net of cash acquired		(2,225	)		—
Acquisition of property and equipment, including costs capitalized for development of internal use software		(11,917	)		(13,210	)
Net cash used in investing activities		(25,708	)		(36,853	)
Cash flows from financing activities
Proceeds from issuance of common stock pursuant to exercise of stock options		2,306			433
Proceeds from issuance of common stock pursuant to employee stock purchase plan		390			283
Net cash provided by financing activities		2,696			716
Net decrease in cash and cash equivalents		(2,562	)		(19,896	)
Cash and cash equivalents, beginning of period		59,822			73,243
Cash and cash equivalents, end of period	$	57,260		$	53,347
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in connection with the acquisition of Nutshell Mail, Inc.	$	3,603		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share amounts)

1. Nature of the Business

Constant Contact, Inc. (the “Company”) was incorporated as a Massachusetts corporation on August 25, 1995. The Company reincorporated in the State of Delaware in 2000. The Company is a leading provider of on-demand email marketing, social media marketing, event marketing and online survey products to small organizations, including small businesses, associations and nonprofits. The Company’s email marketing product allows customers to create, send and track email marketing campaigns. The Company’s social media marketing features allow customers to easily manage and optimize their presence across multiple social media networks. The event marketing product enables customers to promote and manage events, track event registrations and collect online payments. The Company’s online survey product enables customers to create and send surveys and analyze the responses. These products are designed and priced for small organizations and are marketed directly by the Company and through a wide variety of channel partners.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include those of the Company and its subsidiaries, Constant Contact Securities Corporation and Loyal Technologies LLC, after elimination of all intercompany accounts and transactions. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The condensed consolidated balance sheet at December 31, 2009 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2010 and for the three and nine months ended September 30, 2010 and 2009 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2009 included in the Company’s Annual Report on Form 10-K, File Number 001-33707, on file with the SEC.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to present a fair statement of the Company’s consolidated financial position as of September 30, 2010 and consolidated results of operations for the three and nine months ended September 30, 2010 and 2009 and consolidated cash flows for the nine months ended September 30, 2010 and 2009, have been made. The condensed consolidated results of operations for the three and nine months ended September 30, 1010 and cash flows for the nine months ended September 30, 2010 are not necessarily indicative of the results of operations and cash flows that may be expected for the year ending December 31, 2010.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates, judgments and assumptions, including those related to revenue recognition, stock-based compensation, goodwill and acquired intangible assets, capitalization of software and website development costs and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from these estimates.

6

Revenue Recognition

The Company provides access to its products through subscription arrangements whereby the customer is charged a fee for access to its products. Subscription arrangements include access to use the Company’s software via the Internet and support services, such as telephone support. When there is evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured, the Company recognizes revenue on a daily basis over the subscription period as the services are delivered. The Company also offers ancillary services to its customers related to its products such as custom services and training. Custom services and training revenue is accounted for separate from subscription revenue as those services have value on a standalone basis, do not involve a significant degree of risk or unique acceptance criteria and as the fair value of the Company’s subscription services is evidenced by their availability on a standalone basis. Custom services and training revenue is recognized as the services are performed.

Goodwill and Acquired Intangible Assets

The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company performs its annual assessment for impairment of goodwill in the fourth quarter and has determined that there is a single reporting unit for the purpose of conducting this annual goodwill impairment assessment. For purposes of assessing potential impairment, the Company annually estimates the fair value of the reporting unit (based on the Company’s market capitalization) and compares this amount to the carrying value of the reporting unit (as reflected by the Company’s total stockholders’ equity). If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required.

Intangible assets acquired in a business combination are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives on a straight-line basis.

Software and Web Site Development Costs

Relative to development costs of its on-demand products and website, in accordance with authoritative guidance, the Company capitalizes certain direct costs to develop functionality as well as certain upgrades and enhancements that are probable to result in additional functionality. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized as part of property and equipment until the software is substantially complete and ready for its intended use. Once placed in use, capitalized software is amortized over a three-year period in the expense category to which the software relates.

Comprehensive Income

Comprehensive income includes net income, as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive income (loss) is unrealized gains and losses on available-for-sale securities. The Company had no realized gains or losses in either of the three or nine month periods ended September 30, 2010. The Company had realized gains of $5 for both the three and nine month periods ended September 30, 2009.

Comprehensive income was as follows:

	Three months ended					Nine months ended
	September 30,					September 30,
	2010		2009			2010			2009
Net income	$	2,942	$	1,470		$	1,256		$	502
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale securities, net		9		(3	)		(5	)		(28	)
Reclassification adjustment for realized gains on available-for-sale securities included in net income		—		(5	)		—			(5	)
Comprehensive income	$	2,951	$	1,462		$	1,251		$	469

7

Fair Value of Financial Instruments

The Company applies the authoritative guidance in measuring assets and liabilities that are carried at fair value. Fair value under the guidance is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, are used to measure fair value:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

The Company’s cash equivalents of $38,337 and $49,630 as of September 30, 2010 and December 31, 2009, respectively, which were invested in money market instruments and agency bonds at September 30, 2010 and in money market instruments at December 31, 2009, and the Company’s marketable securities were carried at fair value based on quoted market prices. Quoted market prices are a level 1 measurement in the hierarchy of fair value measurements. The Company also considers receivables related to credit card purchases of $1,862 and $1,006 at September 30, 2010 and December 31, 2009, respectively, to be equivalent to cash.

At September 30, 2010, marketable securities by security type consisted of:

			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
U.S. Treasury Bills	$	19,977		13	$	—		$	19,990
U.S. Treasury Notes		15,080		17		—			15,097
Corporate and Agency Bonds		29,269		8		(3	)		29,274
Commercial Paper		444		—		—			444
Total	$	64,770	$	38	$	(3	)	$	64,805

At December 31, 2009, marketable securities by security type consisted of:

			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
U.S. Treasury Bills	$	31,928		22	$	(3	)	$	31,947
Corporate and Agency Bonds		17,712		21		—			17,733
Certificates of Deposit		3,600		—		—			3,600
Total	$	53,240	$	43	$	(3	)	$	53,280

At September 30, 2010 and December 31, 2009, all marketable securities had maturities of less than one year.

8

Net Income Per Share

Basic and diluted net income per share is computed by dividing net income by the weighted average number of unrestricted common shares outstanding for the period.

Diluted net income per share is computed by dividing net income by the sum of the weighted average number of unrestricted common shares outstanding during the period and the weighted average number of potential common shares from the assumed exercise of stock options and the vesting of shares of restricted common stock using the “treasury stock” method when the effect is not anti-dilutive.

The following is a summary of the shares used in computing basic and diluted net income per share:
(in thousands)

	Three months ended				Nine months ended
	September 30,				September 30,
	2010		2009		2010		2009
Weighted average shares used in calculating basic net income per share		28,887		28,304		28,666		28,219
Stock options		1,047		1,243		1,152		1,194
Warrant		1		1		1		1
Restricted shares		2		21		1		33
Shares used in computing diluted net income per share		29,937		29,569		29,820		29,447

For the three and nine month periods ended September 30, 2010 and 2009, the Company excluded certain common stock equivalents from the computation of diluted earnings per share as the effect would have been anti-dilutive due to proceeds from the exercise of the options under the treasury stock method being in excess of the average fair market value for the periods.

The following common stock equivalents were excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2010 and 2009:

(in thousands)

	Three months ended				Nine months ended
	September 30,				September 30,
	2010		2009		2010		2009
Options exercisable into common stock		2,021		942		1,837		1,485

Accounting for Stock-Based Compensation

The Company values all stock-based compensation, including grants of stock options, restricted stock and restricted stock units, at fair value on the date of grant, and expenses the fair value over the applicable service period. The straight-line method is applied to all grants with service conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

Income Taxes

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of income taxes currently due plus deferred income taxes related to timing differences between the basis of certain assets and liabilities for financial statement and income tax reporting. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company applies the authoritative guidance in accounting for uncertainty in income taxes recognized in the financial statements. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be

9

evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

Segment Data

The Company manages its operations as a single segment for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the U.S. and all significant assets are held in the U.S.

New Accounting Guidance

In September 2009, the Financial Accounting Standards Board issued authoritative guidance on revenue arrangements with multiple deliverables that are not covered by software revenue guidance. This guidance provides another alternative for establishing fair value for a deliverable when vendor specific objective evidence or third-party evidence for deliverables in an arrangement cannot be determined. Under this guidance, companies will be required to develop a best estimate of the selling price for separate deliverables. Arrangement consideration will need to be allocated using the relative selling price method as the residual method will no longer be permitted. This guidance is effective January 1, 2011, and early adoption is permitted. The Company is currently evaluating the impact, if any, of this guidance on its consolidated financial statements.

3. Acquisition of NutshellMail

On May 21, 2010, the Company acquired by merger all of the outstanding capital stock of Nutshell Mail, Inc., a Delaware corporation (“NutshellMail”), in order to broaden the Company’s offerings related to social media marketing. NutshellMail offered a free service that collects and organizes the latest messages and activity from social networks into an interactive email. The operating expenses of NutshellMail are included in the consolidated financial statements beginning on the acquisition date and are not material to the consolidated results of the Company. The operations of NutshellMail prior to the acquisition were not material to the consolidated results of the Company.

The aggregate purchase price was $5,972 including $2,369 of cash and 165,523 shares of common stock valued at $3,603. For financial reporting purposes, the fair value of the common stock issued was based on the closing market price of the Company’s common stock on May 21, 2010, the closing date of the acquisition. The Company allocated the purchase price as follows:

Current assets, including cash of $144	$	156
Purchased technology		970
Goodwill		5,068
Total assets acquired		6,194
Fair value of liabilities assumed		222
Net assets acquired	$	5,972

The purchased technology was valued using the cost to replace method. The estimated economic life of the purchased technology is three years.

Goodwill was recognized for the excess purchase price over the fair value of the assets acquired. Goodwill is primarily attributable to NutshellMail’s knowledge of social media and expertise in working with social media tools. Goodwill from the NutshellMail acquisition is included in the Company’s one reporting unit and will be included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the acquisition of NutshellMail is not deductible for tax purposes.

4. Goodwill and Acquired Intangible Assets

The carrying amount of goodwill was $5,068 as of September 30, 2010. The Company’s goodwill resulted from the acquisition of NutshellMail in May 2010 (see Note 3). Goodwill is not amortized, but instead is reviewed for impairment at least annually in the fourth quarter or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company considers its business to be one reporting unit for purposes of performing its goodwill impairment analysis.

10

Acquired intangible assets consist of developed technology and are stated at cost less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated remaining economic life of three years. The gross and net carrying amount of acquired intangible assets was $970 and $862, respectively, at September 30, 2010. Future estimated amortization expense for intangible assets is $81 for the remainder of 2010, $323 for each of 2011 and 2012 and $135 for 2013.

5. Stock-Based Awards

Stock Incentive Plan

The Company’s 2007 Stock Incentive Plan (“2007 Plan”) permits the Company to make grants of incentive stock options, non-statutory stock options, restricted stock, restricted stock units and other stock-based awards with a maximum term of ten years. These awards may be granted to the Company’s employees, officers, directors, consultants, and advisors. As of September 30, 2010, 751,739 shares of common stock were available for issuance under the 2007 Plan.

Stock Purchase Plan

The Company’s 2007 Employee Stock Purchase Plan, as amended (the “Purchase Plan”), became effective upon the completion of the Company’s initial public offering. Six-month offering periods begin on January 1 and July 1 of each year, during which employees may elect to purchase shares of the Company’s common stock according to the terms of the offering. The per share purchase price for offerings is equal to 85% of the closing market price of the Company’s common stock at the end of the offering period. The first offering period of 2010 began on January 1, 2010 and was completed on June 30, 2010, at which time 21,519 shares were purchased for total proceeds of $390. As of September 30, 2010, 244,870 shares of common stock were available for issuance to participating employees under the Purchase Plan.

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense on all awards in the following expense categories:

	Three months ended				Nine months ended
	September 30,				September 30,
	2010		2009		2010		2009
Cost of revenue	$	281	$	178	$	804	$	499
Research and development		586		299		1,559		805
Sales and marketing		473		287		1,347		804
General and administrative		754		537		2,100		1,505
Total	$	2,094	$	1,301	$	5,810	$	3,613

Additionally, the Company capitalized approximately $139 and $204 of stock-based compensation expense related to the development of internal use software for the three and nine months ended September 30, 2010, respectively, and approximately $22 and $62 for the three and nine months ended September 30, 2009, respectively.

6. Income Taxes

The Company’s tax provision for the three and nine months ended September 30, 2010 relates to state income taxes. The Company had gross deferred tax assets of $18,558 at December 31, 2009, which did not change significantly at September 30, 2010. The Company has provided a valuation allowance for the full amount of its net deferred tax assets because, at September 30, 2010 and December 31, 2009, it was not more likely than not that any future benefit from deductible temporary differences and net operating loss and tax credit carryforwards would be realized.

11

The Company has not recorded any amounts for unrecognized tax benefits as of September 30, 2010 or December 31, 2009. As of September 30, 2010 and December 31, 2009, the Company had no accrued interest or tax penalties recorded. The Company’s income tax return reporting periods since December 31, 2005 are open to income tax audit examination by the federal and state tax authorities. In addition, because the Company has net operating loss carryforwards, the Internal Revenue Service is permitted to audit earlier years and propose adjustments up to the amount of net operating losses generated in those years.

7. Accrued Expenses

	September 30,		December 31,
	2010		2009
Payroll and payroll related	$	3,263	$	1,984
Licensed software and maintenance		1,178		1,106
Marketing programs		2,912		2,014
Other accrued expenses		2,861		2,107
	$	10,214	$	7,211

8. Commitments and Contingencies

Operating Leases

In May 2009, the Company entered into a new lease (the “New Lease”) that superseded the original lease for its headquarters. The New Lease, effective through September 30, 2015 with one five-year extension option, includes the space under the original lease as well as additional space that will be made available to the Company at various points during the term of the New Lease. The New Lease also includes payment escalations and rent holidays. Under the New Lease, the landlord is responsible for making certain improvements to the leased space at an agreed upon cost to the landlord. If the landlord and the Company mutually agree to make improvements that cost in excess of the agreed upon landlord cost, the landlord will bill that excess cost to the Company as additional rent. This additional rent, if and when incurred, will be included in the net calculation of lease incentives, so that rent expense per square foot will be recognized on a straight-line basis over the remaining term of occupancy. In September 2010, the Company amended the New Lease to add a small amount of square footage to the total space. The lease term and all other terms and conditions of the amendment, inclusive of the landlord’s obligations to make certain improvements, are consistent with the New Lease.

The Company leases a second sales and support office under a lease agreement effective through April 2019 with three three-year extension options. The agreement contains certain lease incentives and payment escalations.

The Company also leases a small amount of general office space in both Florida and California under lease agreements that expire in 2012.

Lease incentives, payment escalations and rent holidays specified in the lease agreements are accrued or deferred as appropriate such that rent expense per square foot is recognized on a straight-line basis over the terms of occupancy. The accrued rent balance was $2,568 at September 30, 2010, of which $233 was included in accrued expense and $2,335 was included in long-term accrued rent. The accrued rent balance was $3,248 at December 31, 2009, of which $86 was included in accrued expenses and $3,162 was included in long-term accrued rent. Total rent expense under operating leases was $1,265 and $3,611 for the three and nine months ended September 30, 2010, respectively, and $1,015 and $2,613 for the three and nine months ended September 30, 2009, respectively.

As of September 30, 2010, future minimum lease payments under noncancelable operating leases for the years ending December 31 are as follows:

Remainder of 2010	$	1,225
2011		5,075
2012		5,440
2013		5,480
2014 and thereafter		13,223
Total	$	30,443

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Hosting Services

The Company has agreements with two vendors to provide specialized space and related services from which the Company hosts its software applications. As of September 30, 2010, future minimum payments under the agreements for the years ending December 31 are as follows:

Remainder of 2010	$	813
2011		1,900
2012		1,661
2013		774
Total	$	5,148

Vendor Commitments

As of September 30, 2010, the Company had issued both cancellable and non-cancellable purchase orders and entered into contractual commitments with various vendors totaling $15,345 related primarily to marketing programs and other non-marketing goods and services to be delivered primarily over the next twelve months.

Letters of Credit and Restricted Cash

As of September 30, 2010 and December 31, 2009, the Company maintained a letter of credit totaling $750 for the benefit of the landlord of the Company’s corporate headquarters’ lease. The landlord can draw against the letter of credit in the event of default by the Company. The Company was required to maintain a cash balance of at least $750 as of September 30, 2010 and December 31, 2009, to secure the letter of credit. This amount was classified as restricted cash in the balance sheet at September 30, 2010 and December 31, 2009.

Indemnification Obligations

The Company enters into standard indemnification agreements with the Company’s channel partners and certain other third parties in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses incurred by the indemnified party in connection with certain intellectual property infringement and other claims by any third party with respect to the Company’s business and technology. Based on historical information and information known as of September 30, 2010, the Company does not expect it will incur any significant liabilities under these indemnification agreements.

9. 401(k) Savings Plan

The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Board of Directors. The Company elected to make matching contributions for the plan year ending December 31, 2010 at a rate of 100% of each employee’s contribution up to a maximum matching contribution of 3% of the employee’s compensation and at a rate of 50% of each employee’s contribution in excess of 3% up to a maximum of 5% of the employee’s compensation.

During the nine months ended September 30, 2010 and 2009, the Company made matching contributions of $1,275 and $885, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2009 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission, or SEC, on March 10, 2010. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to

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risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and elsewhere in this report. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Business Overview

We are a leading provider of on-demand email marketing, social media marketing, event marketing and online survey solutions for small organizations, including small businesses, associations and non-profits. Our customers use our email marketing product to more effectively and efficiently create, send and track professional and affordable permission-based email marketing campaigns. Our social media marketing features allow our customers to easily manage and optimize their presence across multiple social media networks. The event marketing product allows our customers to promote and manage events, track event registration and collect online payments. Our online survey product enables our customers to easily create and send surveys and effectively analyze responses.

We provide our products on an on-demand basis through a web browser. Our email marketing customers pay a monthly subscription fee that generally ranges between $15 per month and $150 per month based on the size of their contact lists and, in some cases, volume of mailings. Our event marketing customers pay a fee of $15 per month to manage up to five concurrent events. Our survey customers pay a flat monthly fee of $15 that enables them to receive and track a maximum of 5,000 survey responses. We offer discounts for multiple product purchases and prepayments and to non-profits.

At September 30, 2010, we had approximately 415,000 unique paying customers. We measure unique paying customers as the number of customers that we bill directly for one or more of our products in the last month of a period. We market our products and acquire our customers through a variety of sources, including online marketing through search engines and advertising on online networks and other websites, offline marketing through radio and television advertising, local seminars and other marketing efforts, contractual relationships with our channel partners, referrals from our growing customer base, general brand awareness and the inclusion of a link to our website in the footer of emails sent by our customers.

In May 2010, we acquired Nutshell Mail, Inc., a Delaware corporation (“NutshellMail”) to extend our social media marketing capabilities. NutshellMail’s current free offering provides capabilities for small organizations to monitor and engage with social media through an interactive email that aggregates the activity from multiple social media networks.

Key Financial and Operating Metrics

In connection with the ongoing operation of our business, our management regularly reviews key financial and operating metrics including revenue, expenses, average monthly revenue growth, average revenue per customer, cost of acquisition, gross and net customer additions, trialer growth, conversion rates for our website visitors and our trialers, customer attrition, customer satisfaction rates, average speed of answer for customer support calls, email deliverability rates, and capital expenditures, among others. Management considers these financial and operating metrics critical to understanding and improving our business, reviewing our historical performance, benchmarking our performance versus other companies and identifying current and future trends, and for planning purposes.

In addition, we consider the following non-GAAP financial measures to be key indicators of our financial performance:

• “adjusted EBITDA,” which we define as GAAP net income (loss) plus depreciation and amortization, stock-based compensation and income tax expense and minus net interest income;

• “adjusted EBITDA margin,” which we define as adjusted EBITDA divided by revenue; and

• “free cash flow,” which we define as net cash flow from operating activities less acquisition of property and equipment.

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We believe that these non-GAAP financial measures are useful to management and investors in evaluating our operating performance for the periods presented and provide a tool for evaluating our ongoing operations. These non-GAAP financial measures, however, are not a measure of financial performance under accounting principles generally accepted in the United States of America (“GAAP”) and should not be considered a substitute for GAAP financial measures, including but not limited to net income (loss) or cash flows from operating, investing and financing activities and may not be comparable to similarly titled measures reported by other companies.

Certain Trends and Uncertainties

The following represents a summary of certain trends and uncertainties, which could have a significant impact on our financial condition and results of operations. This summary is not intended to be a complete list of potential trends and uncertainties that could impact our business in the long or short term. The summary should be considered along with the factors identified in the section titled “Risk Factors” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and elsewhere in this report.

• We continue to closely monitor current adverse economic conditions, particularly as they impact small businesses, associations and non-profits. We believe that small businesses, in particular, continue to be greatly impacted by the slow economy. We are unable to predict the likely duration and severity of the current adverse economic conditions in the U.S. and other countries, but the longer the duration the greater risks we face in operating our business.

• We believe that given the size of our potential market and the relatively low barriers to entry, competition will continue to increase. Increased competition could result from existing competitors or new competitors that enter the market because of the potential opportunity. We will continue to closely monitor competitive activity and respond accordingly. Increased competition could have an adverse effect on our financial condition and results of operations.

• We believe that as we continue to grow revenue at expected rates, our cost of revenue and operating expenses, including sales and marketing, research and development and general and administrative expenses, will increase in absolute dollar amounts. For a description of the general trends we anticipate in various expense categories, see “Cost of Revenue and Operating Expenses” below.

• As of September 30, 2010, we had cash and cash equivalents and short-term marketable securities of $122 million. Due to the low interest rates generally available, we expect only a nominal amount of investment income in 2010.

Sources of Revenue

We derive our revenue principally from subscription fees from our customers. Our revenue is driven primarily by the number of paying customers and the subscription fees for our products and is not concentrated within any one customer or group of customers. In 2009, our top 100 customers accounted for less than 1% of our total revenue. We do not require our customers to commit to a contractual term; however, our customers are required to prepay for subscriptions on a monthly, semi-annual, or annual basis by providing a credit card or check form of payment. Fees are recorded initially as deferred revenue and then recognized as revenue on a daily basis over the prepaid subscription period.

We also generate a small amount of revenue from ancillary services related to our products, which primarily consist of custom services and training through our experts program. Revenue generated from custom services and training accounted for approximately 1% of gross revenue for each of the three and nine month periods ended September 30, 2010 and 2009.

Cost of Revenue and Operating Expenses

We allocate certain occupancy and general office related expenses, such as rent, utilities, office supplies and depreciation of general office assets, to cost of revenue and operating expense categories based on headcount. As a result, an occupancy expense allocation is reflected in cost of revenue and each operating expense category as employee related costs.

Cost of Revenue. Cost of revenue consists primarily of wages and benefits for software operations and customer support personnel, credit card processing fees, depreciation and amortization and maintenance and hosting of our software applications underlying our product offerings. We allocate a portion of customer support costs relating to assisting trial customers to sales and marketing expense. The expenses related to our hosted software applications are affected by the number of customers who subscribe to our products and the complexity and redundancy of our software applications and hosting infrastructure. We expect cost of revenue to increase in

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absolute dollars as we expect to increase our number of customers, but decrease slightly as a percentage of revenue due to efficiencies created by our expected revenue growth.

Research and Development. Research and development expenses consist primarily of wages and benefits for product strategy and development personnel. We have focused our research and development efforts on improving ease of use, functionality and technological scalability of our existing products, as well as on developing new offerings. We primarily expense research and development costs; however, direct development costs related to software enhancements that add functionality are capitalized and depreciated over their useful life. We expect that on an annual basis research and development expenses will increase in absolute dollars as we continue to enhance and expand our product offerings, but remain generally consistent as a percentage of revenue as we expect to continue to grow our revenue at a similar rate.

Sales and Marketing. Sales and marketing expenses consist primarily of advertising and promotional costs, wages and benefits for sales and marketing personnel, partner referral fees, and the portion of customer support costs that relate to assisting trial customers. Advertising costs consist primarily of pay-per-click advertising with search engines, other online and offline advertising media, including radio, television and print advertisements, as well as the costs to create and produce these advertisements. Advertising costs are expensed as incurred. Promotional costs consist primarily of public relations, memberships, and event costs. Our advertising and promotional expenses have historically been highest in the fourth quarter of each year as this reflects a period of increased sales and marketing activity for many small organizations, and as a result, we believe that they are more receptive to our sales and marketing efforts. In order to continue to grow our business and brand and category awareness, we expect that we will continue to commit substantial resources to our sales and marketing efforts. As a result, we expect that on an annual basis sales and marketing expenses will increase in absolute dollars, but decrease as a percentage of revenue as we expect to continue to grow our revenue at a faster rate. On a quarterly basis, however, our sales and marketing expenses may increase or decrease as a percentage of revenue based on the timing of our sales and marketing initiatives.

General and Administrative. General and administrative expenses consist primarily of wages and benefits for administrative, human resources, internal information technology support, finance and accounting personnel, professional fees, certain taxes and other corporate expenses. We expect that general and administrative expenses will increase as we continue to add personnel in connection with the anticipated growth of our business and incur costs related to operating as a public company. Therefore, we expect that our general and administrative expenses will increase in absolute dollars, but remain generally consistent or decline slightly as a percentage of revenue as we expect to continue to grow our revenue at a similar rate.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We believe that of our significant accounting policies, which are described in the notes to the condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC, the following accounting policies involve the most judgment and complexity:

• Revenue recognition;

• Income taxes;

• Goodwill and acquired intangible assets (see description below);

• Software and website development costs; and

• Stock-based compensation.

Accordingly, we believe the policies set forth above are critical to fully understanding and evaluating our financial condition and results of operations. If actual results or events differ materially from the estimates, judgments and assumptions used by us in applying these policies, our reported financial condition and results of operations could be materially affected.

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Goodwill and Acquired Intangible Assets

The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company performs its annual assessment for impairment of goodwill in the fourth quarter and has determined that there is a single reporting unit for the purpose of conducting this annual goodwill impairment assessment. For purposes of assessing potential impairment, the Company annually estimates the fair value of the reporting unit (based on the Company’s market capitalization) and compares this amount to the carrying value of the reporting unit (as reflected by the Company’s total stockholders’ equity). If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required.

Intangible assets acquired in a business combination are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives on a straight-line basis.

There have been no other material changes in our critical accounting policies since December 31, 2009. For further information please see the discussion of critical accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC.

Results of Operations

Three Months Ended September 30, 2010 compared to Three Months Ended September 30, 2009

Revenue. Revenue for the three months ended September 30, 2010 was $44.8 million, an increase of $11.3 million, or 34%, over revenue of $33.5 million for the three months ended September 30, 2009. The increase in revenue resulted primarily from an increase in the number of total paying customers and a 5% increase in average revenue per customer. The increase in average revenue per customer in the three months ended September 30, 2010 was due to an increase in average customer list size and additional revenue from add-ons to our email marketing product and from our event marketing and survey products. We expect our average revenue per customer to increase over time.

Cost of Revenue. Cost of revenue for the three months ended September 30, 2010 was $12.7 million, an increase of $2.8 million, or 28%, over cost of revenue of $9.9 million for the three months ended September 30, 2009. As a percentage of revenue, cost of revenue was 28% for the three months ended September 30, 2010 and 30% for the three months ended September 30, 2009. The decrease as a percentage of revenue was due primarily to increased efficiencies from our hosting infrastructure. The absolute dollar increase in expenses resulted primarily from higher depreciation, hosting and maintenance costs of $1.2 million as a result of scaling and adding capacity to our hosting infrastructure and increased personnel related costs of $1.0 million in our customer support group resulting from increased number of employees required to support our customer growth.

Research and Development Expenses. Research and development expenses for the three months ended September 30, 2010 were $5.9 million, an increase of $1.2 million, or 26%, over research and development expenses of $4.7 million for the three months ended September 30, 2009. As a percentage of revenue, research and development expenses were 13% for the three months ended September 30, 2010 and 14% for the three months ended September 30, 2009. The increase in absolute dollars was primarily due to additional personnel related costs of $1.1 million as we continued to hire research and development employees to further enhance our products.

Sales and Marketing Expenses. Sales and marketing expenses for the three months ended September 30, 2010 were $18.8 million, an increase of $4.6 million, or 32%, over sales and marketing expenses of $14.2 million for the three months ended September 30, 2009. As a percentage of revenue, sales and marketing expenses were 42% for both the three months ended September 30, 2010 and 2009. The increase in absolute dollars was primarily due to increased advertising and promotional expenditures due to continued expansion of our multi-channel marketing strategy, including our television and radio advertising campaigns, and to personnel related costs as we added employees in an effort to generate sales leads and accommodate the growth in sales leads. Advertising and promotional expenditures and personnel related costs increased by $1.9 million and $2.0 million, respectively. Partner referral fees also increased by $575,000 due to changes in our partner program and because the number of customers generated from our channel partners increased.

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General and Administrative Expenses. General and administrative expenses for the three months ended September 30, 2010 were $4.6 million, an increase of $1.2 million, or 33%, over general and administrative expenses of $3.4 million for the three months ended September 30, 2009. As a percentage of revenue, general and administrative expenses were 10% for both the three months ended September 30, 2010 and 2009. The increase in absolute dollars was primarily due to additional personnel related costs of $1.0 million as we increased the number of general and administrative employees to support our overall growth and additional stock option grants resulted in an increase to stock-based compensation.

Interest and other income. Interest income for the three months ended September 30, 2010 was $81,000, a decrease of $42,000 from interest income of $123,000 for the three months ended September 30, 2009. The decrease was due entirely to the decrease in interest rates generally available in 2010 as compared to 2009.

Provision for Income Taxes. Provision for income taxes for the three months ended September 30, 2010 is attributable entirely to state income taxes. We have not provided for federal income taxes due to the availability of historical operating losses to offset current profitability for federal tax purposes.

Nine Months Ended September 30, 2010 compared to Nine Months Ended September 30, 2009

Revenue. Revenue for the nine months ended September 30, 2010 was $126.8 million, an increase of $34.2 million, or 37%, over revenue of $92.6 million for the nine months ended September 30, 2009. The increase in revenue resulted primarily from an increase in the number of total paying customers as well as a 4% increase in average revenue per customer. The increase in average revenue per customer in the nine months ended September 30, 2010 was due to an increase in average customer list size and additional revenue from add-ons to our email marketing product and from our event marketing and survey products. We expect our average revenue per customer to increase over time.

Cost of Revenue. Cost of revenue for the nine months ended September 30, 2010 was $37.1 million, an increase of $10.1 million, or 38%, over cost of revenue of $27.0 million for the nine months ended September 30, 2009. As a percentage of revenue, cost of revenue was 29% for both the nine months ended September 30, 2010 and 2009. The increase in absolute dollars resulted primarily from increased depreciation, hosting and maintenance costs of $4.2 million as a result of scaling and adding capacity to our hosting infrastructure to accommodate our growth, increased personnel related costs of $3.8 million and $766,000 in our customer support group and operations group, respectively, as we increased the number of employees to support our customer growth and manage our infrastructure and higher credit card fees of $502,000 due to the higher volume of billing transactions.

Research and Development Expenses. Research and development expenses for the nine months ended September 30, 2010 were $17.5 million, an increase of $4.2 million, or 31%, over research and development expenses of $13.3 million for the nine months ended September 30, 2009. As a percentage of revenue, research and development expenses were 14% for both the nine months ended September 30, 2010 and 2009. The increase in absolute dollars was primarily due to additional personnel related costs and contractor fees of $4.0 million as we increased the number of research and development employees and contractors to further enhance our products.

Sales and Marketing Expenses. Sales and marketing expenses for the nine months ended September 30, 2010 were $57.7 million, an increase of $15.4 million, or 36%, over sales and marketing expenses of $42.3 million for the nine months ended September 30, 2009. As a percentage of revenue, sales and marketing expenses were 46% for both the nine months ended September 30, 2010 and 2009. The increase in absolute dollars was primarily due to increased advertising and promotional expenditures due to continued expansion of our multi-channel marketing strategy, including our television and radio advertising campaigns and to personnel related costs as we added employees in an effort to generate sales leads and accommodate the growth in sales leads. Advertising and promotional expenditures and personnel related costs increased by $7.7 million and $5.7 million, respectively. Partner referral fees also increased by $1.3 million due to changes in our partner program and because the number of customers generated from our channel partners increased.

General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2010 were $13.5 million, an increase of $3.5 million, or 35%, over general and administrative expenses of $10.0 million for the nine months ended September 30, 2009. As a percentage of revenue, general and administrative expenses were 11% for both the nine months ended September 30, 2010 and 2009. The increase in absolute dollars was primarily due to additional personnel related costs of $2.5 million as we increased the number of general and administrative employees to support our overall growth and additional stock option grants

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resulted in an increase to stock-based compensation. We also incurred increased professional services fees and insurance of $947,000 primarily due to transaction costs associated with our acquisition of NutshellMail in May 2010 and increased systems consulting costs.

Interest and other income. Interest income for the nine months ended September 30, 2010 was $249,000, a decrease of $160,000 from interest income of $409,000 for the nine months ended September 30, 2009. The decrease was due entirely to the decrease in interest rates generally available in 2010 as compared to 2009.

Provision for Income Taxes. Provision for income taxes for the nine months ended September 30, 2010 is attributable entirely to state income taxes. We have not provided for federal income taxes due to the availability of historical operating losses to offset current profitability for federal tax purposes.

Liquidity and Capital Resources

At September 30, 2010, our principal sources of liquidity were cash and cash equivalents and marketable securities of $122 million. From our inception through the time of our initial public offering, we financed our operations primarily through the sale of redeemable convertible preferred stock, issuance of convertible promissory notes, borrowings under credit facilities and, to a lesser extent, cash flow from operations. In October 2007, we completed our initial public offering, in which we issued and sold 6,199,845 shares of common stock at a price to the public of $16.00 per share. We raised $90.4 million in net proceeds after deducting underwriting discounts and commissions and other offering costs. We used $2.6 million of proceeds to repay our outstanding principal and interest under our term loan facility. In April 2008, we completed a secondary public offering in which we issued and sold 314,465 shares of common stock at a price to the public of $16.00 per share. We raised $4.0 million in net proceeds after deducting underwriting discounts and commissions and other offering costs. In the future, we anticipate that our primary source of liquidity will be cash generated from our operating activities.

Cash Provided By Operating Activities

Net cash provided by operating activities was $20.5 million for the nine months ended September 30, 2010 as compared to $16.2 million for the nine months ended September 30, 2009. Net cash provided by operating activities for the nine months ended September 30, 2010 consisted of net income of $1.3 million, contributions from working capital accounts of $5.6 million and non-cash charges of $14.4 million partially offset by a decrease in long-term accrued rent of $827,000. The contribution from working capital accounts was primarily due to an increase in deferred revenue of $4.1 million and an increase in accounts payable and accrued expense of $2.7 million partially offset by an increase in prepaid expenses and other receivables of $1.1 million. The non-cash charges consisted primarily of depreciation and amortization of $8.6 million and stock-based compensation expense of $5.8 million. Net cash provided by operating activities for the nine months ended September 30, 2009 consisted of net income of $502,000, contributions from working capital accounts of $4.9 million, non-cash charges of $9.7 million and an increase in long-term accrued rent of $1.3 million. The contribution from working capital accounts was primarily due to an increase in deferred revenue of $4.3 million, an increase in accrued expenses of $1.9 million and a decrease in prepaid expenses and other receivables of $368,000 partially offset by a decrease in accounts payable of $1.7 million. The non-cash charges consisted primarily of depreciation and amortization of $6.0 million and stock-based compensation expense of $3.6 million.

Cash Used In Investing Activities

Net cash used in investing activities was $25.7 million for the nine months ended September 30, 2010 compared to $36.9 million for the nine months ended September 30, 2009. Net cash used in investing activities during the nine months ended September 30, 2010 consisted primarily of cash paid to purchase marketable securities of $84.3 million partially offset by cash received from the maturities of marketable securities of $72.7 million. Cash paid to purchase property and equipment was $11.9 million and cash used for the acquisition of NutshellMail was $2.2 million, net of cash received. Property and equipment purchases consisted of hardware and software to support our product infrastructure, capitalization of certain software development costs, computer equipment for our employees and furniture and fixtures and leasehold improvements primarily related to additional office space. Net cash used in investing activities during the nine months ended September 30, 2009 consisted of the purchase of short-term marketable securities of $54.6 million and the acquisition of property and equipment of $13.2 million as well as an increase in restricted cash of $442,000 related to a new lease we signed in May 2009 partially offset by cash received from the sale and maturities of short-term marketable securities of $31.4 million. Property and equipment purchases consisted of hardware and software to support our product

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infrastructure, capitalization of certain software development costs, computer equipment for our employees and equipment and leasehold improvements primarily related to our second sales and support office.

Cash Provided By Financing Activities

Net cash provided by financing activities was $2.7 million for the nine months ended September 30, 2010 and was due to proceeds from the issuance of our common stock pursuant to the exercise of stock options of $2.3 million as well as proceeds from the purchase of our common stock pursuant to our employee stock purchase plan of $390,000. Net cash provided by financing activities was $716,000 for the nine months ended September 30, 2009 and was due to proceeds from the issuance of our common stock pursuant to the exercise of stock options of $433,000 as well as proceeds from the purchase of our common stock pursuant to our employee stock purchase plan of $283,000.

Contractual Obligations

We lease our headquarters under an operating lease that is effective through September 2015 with one five-year extension option. The lease includes the space we are occupying now as well as additional space that will be made available to us through the term of the lease. We lease office space in Colorado for a sales and support office under an operating lease that expires in April 2019 with three three-year extension options. We also lease a small amount of general office space in both Florida and California under lease agreements that expire in 2012.

We have agreements with two vendors to provide specialized space and related services from which we host our software application. The agreements include payment commitments that expire at various dates through 2013.

As of September 30, 2010, we had issued both cancellable and non-cancellable purchase orders and entered into contractual commitments with various vendors totaling $15.3 million. This amount relates primarily to marketing programs and other non-marketing related goods and services to be delivered over the next twelve months.

The following table summarizes our contractual obligations at September 30, 2010 and the effect such obligations are expected to have on our liquidity and cash flow in future periods.

	Payments Due In
			Less Than						More Than
	Total		1 Year		1 — 3 Years		3 — 5 Years		5 Years
					(In thousands)
Operating lease obligations	$	30,443	$	5,014	$	10,820	$	11,219	$	3,390
Hosting commitments		5,148		2,308		2,647		193		—
Vendor commitments		15,345		15,345		—		—		—
Total	$	50,936	$	22,667	$	13,467	$	11,412	$	3,390

Our future capital requirements may vary materially from those now planned and will depend on many factors, including, but not limited to, development of new products, market acceptance of our products, the levels of advertising and promotion required to launch additional products and improve our competitive position in the marketplace, the expansion of our sales, support and marketing organizations, the establishment of additional offices in the United States and worldwide and the building of infrastructure necessary to support our anticipated growth, the response of competitors to our products and our relationships with suppliers and clients. Since the introduction of our on-demand email marketing product in 2000, we have experienced increases in our expenditures to accommodate expected growth in our operations and personnel. We anticipate that, while our capital expenditures may vary significantly from quarter to quarter, they will generally continue to increase over time.

We believe that our current cash, cash equivalents and marketable securities and operating cash flows will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months. Thereafter, we may need to raise additional funds through public or private financings or borrowings to fund our operations, develop or enhance products, to fund expansion, to respond to competitive pressures or to acquire complementary products, businesses or technologies. If required, additional financing may not be available on terms that are favorable to us, if at all. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced and these securities might have rights, preferences and privileges senior to those of our current stockholders or we may be subject to covenants that restrict how we conduct

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our business. No assurance can be given that additional financing will be available or that, if available, such financing can be obtained on terms favorable to our stockholders and us.

The markets in which we operate are suffering from the lingering effects of the recent economic recession. We have limited experience operating our business during an economic downturn. We do not know if our current business model will operate as effectively during an economic downturn. Furthermore, we are unable to predict the likely duration and severity of the current adverse economic conditions in the U.S. and other countries, but the longer the duration the greater risks we face in operating our business. Therefore, the current economic conditions could have a significant adverse impact on our operating results and working capital.

During the last three years, inflation and changing prices have not had a material effect on our business. We are unable to predict whether inflation or changing prices will materially affect our business in the foreseeable future.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financing activities. We do not have any interest in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities.

New Accounting Guidance

In September 2009, the Financial Accounting Standards Board issued authoritative guidance on revenue arrangements with multiple deliverables. This guidance provides another alternative for establishing fair value for a deliverable. When vendor specific objective evidence or third-party evidence for deliverables in an arrangement cannot be determined, companies will be required to develop a best estimate of the selling price for separate deliverables and allocate arrangement consideration using the relative selling price method. This guidance is effective January 1, 2011, and early adoption is permitted. We are currently evaluating the impact of this guidance, if any, on our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk. We bill for our products in U.S. dollars and receive payment in U.S. dollars and our operating expenses are paid predominantly in U.S. dollars. Accordingly, our results of operations and cash flows are not subject to material fluctuations due to changes in foreign currency exchange rates.

Interest Rate Sensitivity. We had cash and cash equivalents and marketable securities of $122 million at September 30, 2010, which consisted primarily of cash, short-term government securities, corporate and agency bonds, commercial paper and money market instruments. Interest income is sensitive to changes in the general level of U.S. interest rates; however, due to the short-term nature of these investments, we do not believe that we have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2010. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure

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controls and procedures as of September 30, 2010, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in our opinion, would have a material adverse effect on our business, results of operations or financial condition.

Item 1A. Risk Factors

A restated description of the risk factors associated with our business is set forth below. This description supersedes in its entirety the risk factors associated with our business previously disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009.

Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this Quarterly Report on Form 10-Q and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may differ materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

If we are unable to attract new customers and retain existing customers on a cost-effective basis, our business and results of operations will be affected adversely.

To succeed, we must continue to attract and retain a large number of customers on a cost-effective basis, many of whom have not previously used the types of services we offer. We rely on a variety of methods to attract new customers, such as paying providers of online services, search engines, directories and other websites to provide content, advertising banners and other links that direct customers to our website, radio and television advertising and including a link to our website in substantially all of our customers’ emails. In addition, we are committed to providing our customers with a high level of support. As a result, we believe many of our new customers are referred to us by existing customers. If we are unable to use any of our current marketing initiatives or the cost of such initiatives were to significantly increase or such initiatives or our efforts to satisfy our existing customers are not successful, we may not be able to attract new customers or retain existing customers on a cost-effective basis and, as a result, our revenue and results of operations would be affected adversely.

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Current economic conditions may further negatively affect the small business sector, which may cause our customers to terminate existing accounts with us or cause potential customers to fail to purchase our products, resulting in a decrease in our revenue and impairing our ability to operate profitably.

Our email marketing, event marketing and survey products are designed specifically for small organizations, including small businesses, associations and non-profits. These organizations frequently have limited budgets and may be more likely to be significantly affected by economic downturns than their larger, more established counterparts. While the overall economy appears to be improving, we believe that small organizations continue to experience economic hardship. As a result, small organizations may choose to spend the limited funds that they have on items other than our products and may experience higher failure rates. Moreover, if small organizations experience economic distress, they may be unwilling or unable to expend resources on marketing, including email marketing, which would negatively affect the overall demand for our products, increase customer attrition and could cause our revenue to decline. In addition, we have limited experience operating our business during an economic downturn. Accordingly, we do not know if our current business model will continue to operate effectively during an economic downturn. Furthermore, we are unable to predict the likely duration and severity of the current adverse economic conditions in the U.S. and other countries, but the longer the duration the greater risks we face in operating our business. There can be no assurance, therefore, that current economic conditions or worsening economic conditions, or a recurring recession, will not have a significant adverse impact on our operating and financial results.

Our business is substantially dependent on the market for email marketing services for small organizations.

We derive, and expect to continue to derive, substantially all of our revenue from our email marketing product for small organizations, including small businesses, associations and non-profits. As a result, widespread acceptance of email marketing among small organizations is critical to our future growth and success. The overall market for email marketing and related services is relatively new and still evolving, and small organizations have generally been slower than larger organizations to adopt email marketing as part of their marketing mix. There is no certainty regarding how or whether this market will develop, or whether it will experience any significant contractions. Our ability to attract and retain customers will depend in part on our ability to make email marketing convenient, effective and affordable. If small organizations determine that email marketing does not sufficiently benefit them or utilize alternative or new electronic methods of communicating with their customers, existing customers may cancel their accounts and potential customers may decide not to adopt email marketing. In addition, many small organizations lack the technical expertise to effectively send email marketing campaigns. As technology advances, however, small organizations may establish the capability to manage their own email marketing and therefore may have no need for our email marketing product. If the market for email marketing services fails to grow or grows more slowly than we currently anticipate, demand for our services may decline and our revenue would suffer.

U.S. federal legislation entitled Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 imposes certain obligations on the senders of commercial emails, which could minimize the effectiveness of our products, particularly our email marketing product, and establishes financial penalties for non-compliance, which could increase the costs of our business.

The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or CAN-SPAM Act, establishes certain requirements for commercial email messages and specifies penalties for the transmission of commercial email messages that are intended to deceive the recipient as to source or content. The CAN-SPAM Act, among other things, obligates the sender of commercial emails to provide recipients with the ability to opt out of receiving future emails from the sender. In addition, some states have passed laws regulating commercial email practices that are significantly more punitive and difficult to comply with than the CAN-SPAM Act, particularly Utah and Michigan, which have enacted do-not-email registries listing minors who do not wish to receive unsolicited commercial email that markets certain covered content, such as adult or other harmful products. Some portions of these state laws may not be preempted by the CAN-SPAM Act. The ability of our customers’ constituents to opt out of receiving commercial emails may minimize the effectiveness of our email marketing product. Moreover, non-compliance with the CAN-SPAM Act carries significant financial penalties. If we were found to be in violation of the CAN-SPAM Act, applicable state laws not preempted by the CAN-SPAM Act, or foreign laws regulating the distribution of commercial email, whether as a result of violations by our customers or if we were deemed to be directly subject to and in violation of these requirements, we could be required to pay penalties, which would adversely affect our financial performance and significantly harm our business, and our reputation would suffer. We also may be required to change one or more aspects of the way we operate our business, which could impair our ability to attract and retain customers or increase our operating costs.

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In the event we are unable to retain existing customers or to grow our customer base by adding new customers, our operating results will be adversely affected.

Our growth strategy is in part driven by our ability to retain our existing customers and grow our customer base by adding new customers. Customers cancel their accounts for many reasons, including economic concerns, business failure or a perception that they do not use our product effectively, the service is not a good value and that they can manage their email campaigns without our product. In some cases, we terminate an account because the customer fails to comply with our standard terms and conditions. As our customer base continues to grow, even if our customer retention rates remain the same on a percentage basis, the absolute number of customers we lose each month will increase. We must continually add new customers to replace customers whose accounts are cancelled or terminated, which may involve significantly higher marketing expenditures than we currently anticipate. If too many of our customers cancel our service, or if we are unable to attract new customers in numbers sufficient to grow our business, our operating results would be adversely affected.

If the security of our customers’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, our reputation may be severely harmed, we may be exposed to liability and we may lose the ability to offer our customers a credit card payment option.

Our system stores our customers’ proprietary email distribution lists, credit card information and other critical data. Any accidental or willful security breaches or other unauthorized access could expose us to liability for the loss of such information, adverse regulatory action by federal and state governments, time-consuming and expensive litigation and other possible liabilities as well as negative publicity, which could severely damage our reputation. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, and, as a result, a third party obtains unauthorized access to any of our customers’ data, our relationships with our customers will be severely damaged, and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we and our third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, as we continue to grow our customer base and our brand becomes more widely known and recognized, we may become a more inviting target for third parties seeking to compromise our security systems. Many states, including Massachusetts, have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, and we could lose customers and fail to acquire new customers. In addition, if we fail to maintain our compliance with the data protection policy standards adopted by the major credit card issuers, we could lose our ability to offer our customers a credit card payment option. Any loss of our ability to offer our customers a credit card payment option would harm our reputation and make our products less attractive to many small organizations by negatively impacting our customer experience and significantly increasing our administrative costs related to customer payment processing.

Our existing general liability insurance may not cover any, or only a portion of any potential claims to which we are exposed or may not be adequate to indemnify us for all or any portion of liabilities that may be imposed. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage would increase our operating losses and reduce our net worth and working capital.

Evolving regulations concerning data privacy may restrict our customers’ ability to solicit, collect, process and use data necessary to use our products or may increase their costs, which could harm our business.

Federal, state and foreign governments have enacted, and may in the future enact, laws and regulations concerning the solicitation, collection, processing or use of consumers’ personal information. Such laws and regulations may require companies to implement privacy and security policies, permit users to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use personal information for certain purposes. Other proposed legislation could, if enacted, prohibit or limit the use of certain technologies that track individuals’ activities on web pages or that record when individuals click through to an Internet address contained in an email message. Such laws and regulations could restrict our customers’ ability to collect and use email addresses, page viewing data, and personal information, which may reduce demand for our products. They may also negatively impact our ability to effectively market our products.

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As Internet commerce develops, federal, state and foreign governments may adopt new laws to regulate Internet commerce, which may negatively affect our business.

As Internet commerce continues to evolve, increasing regulation by federal, state or foreign governments becomes more likely. Our business could be negatively impacted by the application of existing laws and regulations or the enactment of new laws applicable to our products. The cost to comply with such laws or regulations could be significant and would increase our operating expenses, and we may be unable to pass along those costs to our customers in the form of increased subscription fees. In addition, federal, state and foreign governmental or regulatory agencies may decide to impose taxes on services provided over the Internet or via email. Such taxes could discourage the use of the Internet and email as a means of commercial marketing, which would adversely affect the viability of our products.

The market in which we participate is highly competitive and, if we do not compete effectively, our operating results could be harmed.

The market for our products is highly competitive and rapidly changing, and the barriers to entry are relatively low. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales, limit customer attrition and maintain our prices.

Our principal email marketing competitors include providers of email marketing products for small to medium size businesses such as Vertical Response, Inc., iContact Corporation, AWeber Systems, Inc., Protus, Inc. (Campaigner^®), Emma, Inc., The Rocket Science Group LLC (MailChimp^tm) and VistaPrint Limited, as well as the in-house information technology capabilities of prospective customers. Competition could result in reduced sales, reduced margins or the failure of our email marketing product to achieve or maintain more widespread market acceptance, any of which could harm our business. In addition, there are a number of other vendors that are focused on providing email marketing products for larger organizations, including Alterian Inc., ExactTarget, Inc., Responsys Inc., Silverpop Systems Inc., StrongMail Systems, Inc. and CheetahMail, Inc. (a subsidiary of Experian Group Limited). While we do not compete currently with vendors of email marketing products serving larger customers, we may face future competition from these providers if they determine that our target market presents an opportunity for them. Finally, in the future, our email marketing product may experience competition from Internet Service Providers, or ISPs, advertising and direct marketing agencies and other large established businesses, such as Microsoft Corporation, Google Inc. or Yahoo! Inc., possessing large, existing customer bases, substantial financial resources and established distribution channels. If these companies decide to develop, market or resell competitive email marketing products, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our operating results could be harmed. In addition, one or more of these entities could decide to offer a competitive email marketing product at no cost or low cost in order to generate revenue as part of a larger product offering.

Our other products also face intense competition. Our new event marketing product competes with offerings by Eventbrite, Inc., Evite, LLC (a wholly-owned, operating business of IAC/InterActiveCorp), Regonline, (a division of The Active Network, Inc.), 123Signup AMS, Inc., Pingg Corp., Acteva.com, Punchbowl Software, Inc., BonaSource Inc. (Wild Apricot^tm) and with r.s.v.p offerings from some of our email marketing competitors. Our survey product competes with similar offerings by Zoomerang (a division of Market Tools, Inc.) and Surveymonkey.com Corporation and with similar offerings from many other entities, including some of our email marketing competitors.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their products. Our current and potential competitors may have more extensive customer bases and broader customer relationships than we have. In addition, these companies may have longer operating histories and greater name recognition than we have and may be able to bundle email marketing, event marketing or survey products with other products that have already gained widespread market acceptance and offer them at no cost or low cost. These competitors may be better able to respond quickly to new technologies and to undertake more extensive marketing campaigns. If we are unable to compete with such companies, the demand for our products could substantially decline.

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Any significant disruption in service on our website or in our computer systems, or in our customer support services, could reduce the attractiveness of our products and result in a loss of customers.

The satisfactory performance, reliability and availability of our technology and our underlying network infrastructure are critical to our operations, level of customer service, reputation and ability to attract new customers and retain existing customers. Our production system hardware and the disaster recovery operations for our production system hardware are co-located in third-party hosting facilities. One facility is owned and operated by Digital 55 Middlesex, LLC, an affiliate of Digital Realty Trust, Inc., and is located in Bedford, Massachusetts. The other facility is owned and operated by Internap Network Services Corporation and is located in Somerville, Massachusetts. Neither Digital nor Internap guarantees that our customers’ access to our products will be uninterrupted, error-free or secure. Our operations depend on Digital’s and Internap’s ability to protect their and our systems in their facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality, temperature, humidity and other environmental concerns, computer viruses or other attempts to harm our systems, criminal acts and similar events. In the event that our arrangement with Digital or Internap is terminated, or there is a lapse of service or damage to the Digital or Internap facilities, we could experience interruptions in our service as well as delays and additional expense in arranging new facilities. In addition, our customer support services, which are located at our headquarters in Waltham, Massachusetts and at our sales and support office in Loveland, Colorado, would experience interruptions as a result of any disruption of electrical, phone or any other similar facility support services. Any interruptions or delays in access to our products or customer support, whether as a result of Digital, Internap, or other third-party error, our own error, natural disasters, security breaches or malicious actions, such as denial-of-service or similar attacks, whether accidental or willful, could harm our relationships with customers and our reputation. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors could damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause customers to cancel their accounts, any of which could adversely affect our business, financial condition and results of operations.

Our production disaster recovery system is located at one of our third-party hosting facilities. Our corporate disaster recovery system is located at our headquarters in Waltham, Massachusetts. Neither system provides real time backup or has been tested under actual disaster conditions and neither system may have sufficient capacity to recover all data and services in the event of an outage. In the event of a disaster in which our production system hardware and the disaster recovery operations for our production system hardware are irreparably damaged or destroyed, we would experience interruptions in access to our products. Moreover, our headquarters, our production system hardware and the disaster recovery operations for our production system hardware are all located within several miles of each other. As a result, any regional disaster could affect all three locations equally. Any or all of these events could cause our customers to lose access to our products.

Our efforts to expand our product offerings beyond email marketing may not succeed.

We have largely focused our business on providing our email marketing product for small organizations, but in the last few years we have expanded our service offerings. In 2007, we introduced our survey product and our add-on email archive service that enables our customers to archive their past email campaigns. In the fourth quarter of 2009, we launched our event marketing product. Through our acquisition of privately-held Nutshell Mail, Inc. (“NutshellMail”), which we completed in May 2010, we now provide a tool for small organizations to monitor and engage with social networks through their email. Our efforts to introduce new products beyond our email marketing product, including our event marketing and survey products and our social media marketing offerings, may not result in significant revenue growth, may divert management resources from our existing operations and require us to commit significant financial resources to an unproven business or product, which may harm our financial performance.

If the delivery of our customers’ emails is limited or blocked, the fees we may be able to charge for our email marketing product may not be accepted by the market and customers may cancel their accounts.

ISPs can block emails from reaching their users. The implementation of new or more restrictive policies by ISPs may make it more difficult to deliver our customers’ emails. We continually improve our own technology and work closely with ISPs to maintain our deliverability rates. If ISPs materially limit or halt the delivery of our customers’ emails, or if we fail to deliver our customers’ emails in a manner compatible with ISPs’ email handling or authentication technologies or other policies, then the fees we charge for our email marketing product may not be accepted by the market, and customers may cancel their accounts. This, in turn, could harm our business and financial performance.

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If we fail to promote and maintain our brand in a cost-effective manner, we may lose market share and our revenue may decrease.

We believe that developing and maintaining awareness of the Constant Contact brand in a cost-effective manner is critical to our goal of achieving widespread acceptance of our existing and future products and attracting new customers. Furthermore, we believe that the importance of brand recognition will increase as competition in our industry increases. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and the effectiveness and affordability of our products for our target customer demographic. Historically, our efforts to build our brand have involved significant expense, and it is likely that our future marketing efforts will require us to incur additional significant expenses. Such brand promotion activities may not yield increased revenue and, even if they do, any revenue increases may not offset the expenses we incur to promote our brand. If we fail to successfully promote and maintain our brand, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may lose our existing customers to our competitors or be unable to attract new customers, which would cause our revenue to decrease.

We depend on search engines to attract a significant percentage of our customers, and if those search engines change their listings or our relationship with them deteriorates or terminates, we may be unable to attract new customers, which would adversely affect our business and results of operations.

Many of our customers located our website by clicking through on search results displayed by search engines such as Google, Yahoo! and Bing^tm. Search engines typically provide two types of search results, algorithmic and purchased listings. Algorithmic listings cannot be purchased, and instead are determined and displayed solely by a set of formulas designed by the search engine. Purchased listings can be purchased by advertisers in order to attract users to their websites. We rely on both algorithmic and purchased listings to attract a significant percentage of the customers we serve to our website. Search engines revise their algorithms from time to time in an attempt to optimize their search result listings. If search engines on which we rely for algorithmic listings modify their algorithms, this could result in fewer potential customers clicking through to our website, requiring us to resort to other costly resources to replace this traffic, which, in turn, could reduce our revenue and negatively impact our operating results, harming our business. If one or more search engines on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, or our revenue could decline and our business may suffer. The cost of purchased search listing advertising fluctuates and may increase as demand for these channels grows, and any such increases could negatively affect our financial results.

The success of our business depends on the continued growth and acceptance of email as a communications tool and the related expansion and reliability of the Internet infrastructure. If consumers do not continue to use email or alternative communications tools gain popularity, demand for our email marketing products may decline.

The future success of our business depends on the continued and widespread adoption of email as a primary means of communication. Security problems such as “viruses,” “worms” and other malicious programs or reliability issues arising from outages and damage to the Internet infrastructure could create the perception that email is not a safe and reliable means of communication, which would discourage businesses and consumers from using email. Use of email by businesses and consumers also depends on the ability of ISPs to prevent unsolicited bulk email, or “spam,” from overwhelming consumers’ inboxes. In recent years, ISPs have developed new technologies to filter unwanted messages before they reach users’ inboxes. In response, spammers have employed more sophisticated techniques to reach consumers’ inboxes. Although companies in the anti-spam industry have started to address the techniques used by spammers, if security problems become widespread or frequent or if ISPs cannot effectively control spam, the use of email as a means of communication may decline as consumers find alternative ways to communicate. In addition, if alternative communications tools, such as those available on social networking sites, gain widespread acceptance, the need for email may lessen. Any decrease in the use of email would reduce demand for our email marketing product and harm our business.

Various private spam blacklists have in the past interfered with, and may in the future interfere with, the effectiveness of our products and our ability to conduct business.

We depend on email to market to and communicate with our customers, and our customers rely on email to communicate with their customers and members. Various private entities attempt to regulate the use of email for commercial solicitation. These entities often advocate standards of conduct or practice that significantly exceed current legal requirements and classify certain email solicitations that comply with current legal requirements as spam. Some of these entities maintain “blacklists” of companies and individuals, and the websites, ISPs and Internet protocol addresses associated with those entities or individuals that do not adhere to those standards of conduct or practices for commercial email solicitations that the blacklisting entity believes are appropriate. If a company’s Internet

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protocol addresses are listed by a blacklisting entity, emails sent from those addresses may be blocked if they are sent to any Internet domain or Internet address that subscribes to the blacklisting entity’s service or purchases its blacklist.

Some of our Internet protocol addresses currently are listed with one or more blacklisting entities and, in the future, our other Internet protocol addresses may also be listed with these and other blacklisting entities. There can be no guarantee that we will not continue to be blacklisted or that we will be able to successfully remove ourselves from those lists. Blacklisting of this type could interfere with our ability to market our products and services and communicate with our customers and could undermine the effectiveness of our customers’ email marketing campaigns, all of which could have a material negative impact on our business and results of operations.

Our customers’ use of our products and website to transmit negative messages or website links to harmful applications could damage our reputation, and we may face liability for unauthorized, inaccurate or fraudulent information distributed via our products.

Our customers could use our products or website to transmit negative messages or website links to harmful applications, reproduce and distribute copyrighted and trademarked material without permission, or report inaccurate or fraudulent data or information. Any such use of our products could damage our reputation and we could face claims for damages, copyright or trademark infringement, defamation, negligence or fraud. Moreover, our customers’ promotion of their products and services through our products may not comply with federal, state and foreign laws. We cannot predict whether our role in facilitating these activities would expose us to liability under these laws. Even if claims asserted against us do not result in liability, we may incur substantial costs in investigating and defending such claims. If we are found liable for our customers’ activities, we could be required to pay fines or penalties, redesign business methods or otherwise expend resources to remedy any damages caused by such actions and to avoid future liability.

Our existing general liability insurance may not cover all or any or portion of the potential claims to which we are exposed or may not be adequate to indemnify us for all or any portion of liabilities that may be imposed. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage would adversely affect our results of operations and reduce our net worth and working capital.

Our business may be negatively impacted by seasonal trends.

Sales of our products are impacted by seasonality. Typically, the fourth calendar quarter is our strongest quarter for customer growth because our prospective customers communicate more frequently with their customers and members during this time. Accordingly, we increase our sales and marketing activities at the end of the third quarter and during the fourth quarter. Our customer growth in the second and third quarters is typically slower as we move into the summer months, and in response, we moderate certain of our customer acquisition activities, which may magnify the seasonal trends. If these seasonality trends change materially, our financial and operating results for any given quarter may be negatively impacted and may differ materially from results in prior quarterly periods.

If we fail to enhance our existing products or develop new products, our products may become obsolete or less competitive and we could lose customers.

If we are unable to enhance our existing products or develop new products that keep pace with rapid technological developments and meet our customers’ needs, our business will be harmed. Creating and designing such enhancements and new products entail significant technical and business risks and require substantial expenditures and lead-time, and there is no guarantee that such enhancements and new products will be completed in a timely fashion. Nor is there any guarantee that any new product offerings will gain acceptance among our customers or by the broader market. For example, our existing email marketing customers may not view any new product as complementary to our email product offerings and therefore decide not to purchase such product. If we cannot enhance our existing services or develop new products or if we are not successful in selling such enhancements and new products to our customers, we could lose customers or have difficulty attracting new customers, which would adversely impact our financial performance.

Our relationships with our channel partners may be terminated or may not continue to be beneficial in generating new customers, which could adversely affect our ability to increase our customer base.

We maintain a network of active channel partners, which include national small business service providers and local small business service providers such as web developers and marketing agencies, which refer customers to us through links on their websites and

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outbound promotion to their customers. If we are unable to maintain our contractual relationships with existing channel partners or establish new contractual relationships with potential channel partners, we may experience delays and increased costs in adding customers, which could have a material adverse effect on us. The number of customers we are able to add through these marketing relationships is dependent on the marketing efforts of our partners over which we exercise very little control, and a significant decrease in the number of new customers generated through these relationships could adversely affect the size of our customer base and revenue.

Competition for employees in our industry is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.

Competition for highly skilled technical and marketing personnel is intense and we continue to face difficulty identifying and hiring qualified personnel in certain areas of our business. We may not be able to hire and retain such personnel at compensation levels consistent with our existing compensation and salary structure. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In particular, candidates making employment decisions, particularly in high-technology industries, often consider the value of any equity they may receive in connection with their employment. As a result, any significant volatility in the price of our stock may adversely affect our ability to attract or retain highly skilled technical and marketing personnel.

In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve our customers could diminish, resulting in a material adverse effect on our business.

Our anticipated growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our anticipated growth, we may not be able to successfully implement our business plan.

We are currently experiencing a period of rapid growth in our headcount and operations, which has placed, and will continue to place, to the extent that we are able to sustain such growth, a significant strain on our management and our administrative, operational and financial reporting infrastructure.

Our success will depend in part on the ability of our senior management to manage this expected growth effectively. To do so, we believe we will need to continue to hire, train and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational and financial controls and update our reporting procedures and systems. The expected addition of new employees and the capital investments that we anticipate will be necessary to manage our anticipated growth will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. If we fail to successfully manage our anticipated growth, we will be unable to execute our business plan.

If we fail to retain our key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of our executive officers and other key technical and marketing personnel, each of whom would be difficult to replace. In particular, Gail F. Goodman, our Chairman, President and Chief Executive Officer, is critical to the management of our business and operations and the development of our strategic direction. The loss of the services of Ms. Goodman or other executive officers or key personnel and the process to replace any of our key personnel would involve significant time and expense, may take longer than anticipated and may significantly delay or prevent the achievement of our business objectives.

We rely on third-party computer hardware and software that may be difficult to replace or that could cause errors or failures of our service and that requires us to closely monitor our usage to ensure that we remain in compliance with any applicable licensing requirements.

We rely on computer hardware purchased and software licensed from third parties in order to offer our products, including hardware and software from such large vendors as International Business Machines Corporation, Dell Computer Corporation, 3PAR Inc., Oracle Corporation, Juniper Networks, Inc. and EMC Corporation. This hardware and software may not continue to be available on

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commercially reasonable terms, or at all. If we lose the right to use any of this hardware or software or such hardware or software malfunctions, our customers could experience delays or be unable to access our services until we can obtain and integrate equivalent technology or repair the cause of the malfunctioning hardware or software. Any delays or failures associated with our services could upset our customers and harm our business. In addition, if we fail to remain in compliance with the licensing requirements related to any third-party computer hardware and software we use, we may be subject to unanticipated expenses, auditing costs, penalties and the loss of such hardware and software, all of which could have a material adverse effect on our financial condition and results of operations.

If we are unable to protect the confidentiality of our unpatented proprietary information, processes and know-how and trade secrets, the value of our technology and products could be adversely affected.

We rely upon unpatented proprietary technology, processes and know-how and trade secrets. Although we try to protect this information in part by executing confidentiality agreements with our employees, consultants and third parties, such agreements may offer only limited protection and may be breached. Any unauthorized disclosure or dissemination of our proprietary technology, processes and know-how or our trade secrets, whether by breach of a confidentiality agreement or otherwise, may cause irreparable harm to our business, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise be independently developed by our competitors or other third parties. If we are unable to protect the confidentiality of our proprietary information, processes and know-how or our trade secrets are disclosed, the value of our technology and services could be adversely affected, which could negatively impact our business, financial condition and results of operations.

Our use of open source software could impose limitations on our ability to commercialize our products.

We incorporate open source software into our products. Although we monitor our use of open source software closely, the terms of many open source licenses to which we are subject have not been interpreted by United States or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products. In such event, we could be required to seek licenses from third parties in order to continue offering our products, to re-engineer our products or to discontinue sales of our products, or to release our software code under the terms of an open source license, any of which could materially adversely affect our business. Given the nature of open source software, there is also a risk that third parties may assert copyright and other intellectual property infringement claims against us based on our use of certain open source software programs. The risks associated with intellectual property infringement claims are discussed immediately below.

If a third party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Third parties may assert patent and other intellectual property infringement claims against us in the form of lawsuits, letters or other forms of communication. These claims, whether or not successful, could:

• divert management’s attention;

• result in costly and time-consuming litigation;

• require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all;

• in the case of open source software-related claims, require us to release our software code under the terms of an open source license; or

• require us to redesign our software and services to avoid infringement.

As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business. In addition, many of our agreements with our channel partners require us to indemnify them for third-party intellectual property infringement claims, which would increase the cost to us resulting from an adverse ruling on any such claim. Even if we have not infringed any third parties’ intellectual property rights, we cannot be sure our legal defenses will be successful, and even if we are successful in defending against such claims, our legal defense could require significant financial resources and management time. Finally, if a third party successfully asserts a claim that our products infringe its proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all and we may be required to pay significant monetary damages to such third party.

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Providing our products to customers outside the United States exposes us to risks inherent in international business.

Customers in more than 140 countries and territories currently use our email marketing product, and we expect to expand our international operations in the future. Accordingly, we are subject to risks and challenges that we would otherwise not face if we conducted our business only in the United States. The risks and challenges associated with providing our products to customers outside the United States include:

• localization of our products, including translation into foreign languages and associated expenses;

• laws and business practices favoring local competitors;

• compliance with multiple, conflicting and changing governmental laws and regulations, including tax, email marketing, privacy and data protection laws and regulations;

• foreign currency fluctuations;

• different pricing environments;

• difficulties in staffing and maintaining foreign operations; and

• regional economic and political conditions.

We have incurred net losses in the past and may incur net losses in the future.

We have incurred net losses in the past and may incur net losses in the future. While we reported net income in for the quarter ended September 30, 2010, we experienced net losses in each of the previous quarters this year and may experience quarterly net losses in the future. There is no guarantee we will be profitable in the future. In addition, we expect our operating expenses to increase in the future as we expand our operations. If our operating expenses exceed our expectations, our financial performance could be adversely affected. If our revenue does not grow to offset these increased expenses, we may not be profitable in any future period. Our recent revenue growth may not be indicative of our future performance. In future periods, we may not have any revenue growth, or our revenue could decline.

We are incurring significant costs as a result of operating as a public company, and our management has been, and will continue to be, required to devote substantial time to compliance initiatives.

The Sarbanes-Oxley Act of 2002, and rules subsequently implemented by the SEC and the NASDAQ Stock Market, require public companies to meet certain corporate governance standards. Our management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, as a public company, these rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In order to comply with Section 404 of the Sarbanes-Oxley Act’s requirements relating to internal control over financial reporting, we incur substantial accounting expense and expend significant management time on compliance-related issues. We expect to continue to incur such expenses and expend such time in the future. In addition, as we grow we will continue to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. If in the future we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock would likely decline and we could be subject to sanctions or investigations by the NASDAQ Stock Market, the SEC or other regulatory authorities, which would require additional financial and management resources.

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Our ability to use net operating loss carryforwards in the United States may be limited.

As of December 31, 2009, we had net operating loss carryforwards of $39.2 million for U.S. federal tax purposes and $9.3 million for state tax purposes. These loss carryforwards expire at varying dates between 2010 and 2029. To the extent available, we intend to use these net operating loss carryforwards to reduce the corporate income tax liability associated with our operations, if any. Section 382 of the Internal Revenue Code generally imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership. While we do not believe that our public stock offerings and prior private financings have resulted in ownership changes that would limit our ability to utilize net operating loss carryforwards, any subsequent ownership changes could result in such a limitation. To the extent our use of net operating loss carryforwards is significantly limited, our income could be subject to corporate income tax earlier than it would if we were able to use net operating loss carryforwards, which could have a negative effect on our financial results.

Our quarterly results may fluctuate and if we fail to meet the expectations of analysts or investors, our stock price could decline substantially.

Our quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:

• our ability to retain existing customers, attract new customers and satisfy our customers’ requirements;

• general economic conditions;

• changes in our pricing policies;

• our ability to expand our business;

• the effectiveness of our personnel;

• new product and service introductions;

• technical difficulties or interruptions in our services as a result of our actions or those of third parties;

• the timing of additional investments in our hardware and software systems;

• the seasonal trends in our business;

• regulatory compliance costs;

• costs associated with future acquisitions of technologies and businesses; and

• extraordinary expenses such as litigation or other dispute-related settlement payments.

Some of these factors are not within our control, and the occurrence of one or more of them may cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful and should not be relied upon as an indication of future performance.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute the ownership of our existing stockholders.

We have historically relied on outside financing and cash from operations to fund our operations, capital expenditures and growth. We may require additional capital from equity or debt financing in the future to:

• fund our operations;

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• respond to competitive pressures;

• take advantage of strategic opportunities, including more rapid expansion of our business or the acquisition of complementary products, technologies or businesses; and

• develop new products or enhancements to existing products.

We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

We may engage in future acquisitions that could disrupt our business, dilute stockholder value and harm our business, operating results or financial condition.

In May 2010, we completed our acquisition of NutshellMail. We have, from time to time, evaluated other acquisition opportunities and may pursue acquisition opportunities in the future. Our acquisition of NutshellMail was our first significant acquisition to date and, therefore, our ability as an organization to make and integrate NutshellMail and any other significant acquisitions is unproven. Moreover, acquisitions involve numerous risks, including:

• an inability to locate a suitable acquisition candidate or technology or acquire a desirable candidate or technology on favorable terms;

• difficulties in integrating personnel and operations from the acquired business or acquired technology with our existing technology and products and in retaining and motivating key personnel from the business;

• disruptions in our ongoing operations and the diversion of our management’s attention from their day-to-day responsibilities associated with operating our business;

• increases in our expenses that adversely impact our business, operating results and financial condition;

• potential write-offs of acquired assets and increased amortization expense related to identifiable assets acquired; and

• potentially dilutive issuances of equity securities or the incurrence of debt.

In addition, our acquisition of NutshellMail and any other acquisitions we complete may not ultimately strengthen our competitive position or achieve our goals, or such an acquisition may be viewed negatively by our customers, stockholders or the financial markets.

RISKS RELATED TO THE OWNERSHIP OF OUR COMMON STOCK

The market price of our common stock has been and may continue to be volatile.

The trading price of our common stock has been and may continue to be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

• fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

• quarterly customer additions;

• changes in estimates of our financial results or recommendations by securities analysts;

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• changes in general economic, industry and market conditions;

• failure of any of our products to achieve or maintain market acceptance;

• changes in market valuations of similar companies;

• success of competitive products;

• changes in our capital structure, such as future issuances of securities or the incurrence of debt;

• announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances;

• regulatory developments in the United States, foreign countries or both;

• litigation involving our company, our general industry or both;

• additions or departures of key personnel; and

• investors’ general perception of us.

In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not control these analysts. If one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change of control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and second amended and restated bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Among other things, our restated certificate of incorporation and second amended and restated bylaws:

• authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to impede or delay a takeover attempt;

• establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;

• require that directors only be removed from office for cause and only upon a supermajority stockholder vote;

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• provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

• limit who may call special meetings of stockholders;

• prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders; and

• require supermajority stockholder voting to effect certain amendments to our restated certificate of incorporation and second amended and restated bylaws.

We do not currently intend to pay dividends on our common stock and, consequently, the ability to achieve a return on an investment in our common stock will depend on appreciation in the price of our common stock.

We do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock.

Item 6. Exhibits

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed (other than exhibit 32.1 and exhibit 32.2) as part of this Quarterly Report on Form 10-Q and such Exhibit Index is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CONSTANT CONTACT, INC.
Date: November 3, 2010	By:	/s/ Gail F. Goodman
		Gail F. Goodman
		President and Chief Executive Officer (Principal Executive Officer)
Date: November 3, 2010	By:	/s/ Harpreet S. Grewal
		Harpreet S. Grewal
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

     Listed and indexed below are all exhibits filed as part of this report.

Exhibit No.	Description
10.1 (1)	Letter Agreement, dated as of May 25, 2010, between the Company and Harpreet S. Grewal.
10.2*	Form of Executive Restricted Stock Unit Agreement (Time-Based Vesting) under the 2007 Stock Incentive Plan.
10.3*	Restricted Stock Agreement (Performance-Based Vesting) dated September 1, 2010 between the Company and Harpreet S. Grewal.
10.4*	Second Amendment to Lease dated as of September 13, 2010 by and between BP Reservoir Place LLC (as successor-in-interest to Boston Properties Limited Partnership) and the Company.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 #	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
32.2 #	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.

(1)	Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2010.
*	Filed herewith.
#	This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section, nor shall they be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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EX-10.2

Exhibit 10.2

CONSTANT CONTACT, INC.
2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(Time-Based Vesting)

     AGREEMENT made between Constant Contact, Inc., a Delaware corporation (the “Company”), and ____________________ (“you”).

     For valuable consideration, receipt of which is acknowledged, the Company and you agree as follows:

     1. Grant of RSUs.

          On __________________ and subject to the terms and conditions set forth in this Agreement and in the Constant Contact, Inc. 2007 Stock Incentive Plan (the “Plan”), the Company has granted you Restricted Stock Units (“RSUs”) providing you with the right to receive ____________ shares of common stock (“Common Stock”), $0.01 par value per share, of the Company (the “Shares”).

     2. Vesting and Forfeiture.

          (a) While you remain employed by, or engaged to provide services on an individual basis to, the Company, 25% of the RSUs will vest on the first anniversary of your Employment Date, and 6.25% of the RSUs will vest at the end of each successive quarterly period thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of your Employment Date. Your “Employment Date” means ____________, the date on which your employment with the Company commenced. The date upon which any of the RSUs vest will be considered a “Vesting Date” for the RSUs that vest on that date. Any fractional Shares that would otherwise vest as of a particular date will be rounded down and carried forward to the next Vesting Date until a whole Share can be issued.

          (b) In the event of a Change of Control (as defined below), notwithstanding anything herein to the contrary, immediately prior to the closing of the Change of Control, 50% of the then outstanding and unvested RSUs shall automatically vest and the date on which the closing of such Change of Control occurs shall be a Vesting Date for purposes of this Agreement. Any then outstanding and unvested RSUs (after giving effect to the foregoing sentence) shall continue to vest as set forth in Section 2(a) above until 100% of the RSUs are vested, subject to the continuation of your employment or other service providing relationship with the Company.

          (c) If, following a Change of Control, your employment or other service providing relationship with the Company is terminated by the Company without Cause (as defined below) prior to the one year anniversary of the date on which the closing of such Change of Control occurs, 100% of the then outstanding and unvested RSUs shall automatically vest and the effective date of the termination of your employment or other service providing relationship shall be a Vesting Date for purposes of this Agreement. Notwithstanding the foregoing, and solely to the extent necessary to avoid the penalty provisions under Section 409A of the Internal

Revenue Code of 1986, as amended (“Section 409A”), if the Vesting Date occurs because of your termination of employment and if the Company determines that you are a “specified employee” as defined under Section 409A, then the distribution of newly vested Shares shall be delayed until the earlier of (i) the date that is six months plus one day after the date of termination and (ii) the 10th day after your date of death.

          (d) Absent any contrary provision in the Plan or any other applicable plan or agreement, if you cease to be employed by, or engaged to provide services on an individual basis to, the Company for any reason or no reason, you will immediately and automatically forfeit all rights to any of your RSUs that have Vesting Dates after the date your employment or other service providing relationship with the Company ends.

          (e) For the purposes of this Agreement:

               (i) “Change of Control” shall mean (i) the consolidation or merger of the Company with or into any other corporation or other entity (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the outstanding securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction), (ii) the sale of all or substantially all of the properties and assets of the Company as an entirety to any other person, or (iii) the sale or transfer, in a single transaction or series of related transactions, of outstanding capital stock representing at least a majority of the voting power of the outstanding capital stock of the Company immediately following such transaction; provided that if any portion of the RSUs is then subject to Section 409A, any resulting distribution of the covered shares will be delayed to comply with Section 409A unless the Change of Control is also a change in ownership or effective control of the Company (within the meaning of Treasury Regulation Section 1.409A-3(g)(5) or any successor regulation.

               (ii) “Cause” shall mean willful misconduct by you relating to your duties to the Company, or willful failure by you to perform your responsibilities to the Company (including, without limitation, breach by you of any provision of any nondisclosure, non-competition or other similar written agreement between you and the Company), as determined by the Company. No act or failure to act by you shall be considered willful unless it is done, or omitted to be done, in bad faith or without a reasonable belief by you that your actions or omissions were in the best interests of the Company.

     3. Issuance of Shares.

          Subject to the terms and conditions of this Agreement (including any Withholding Tax obligations), after each Vesting Date, the Company will issue to you (or your estate, or an account at a brokerage firm designated by the Company), within three (3) business days following such Vesting Date, one Share for each RSU that vested on such Vesting Date. Until each applicable Vesting Date, you will have no rights to any Shares, and until the Company delivers the Shares to you, you will not have any rights associated with such Shares, including without limitation voting rights, dividends or dividend equivalents.

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     4. Transferability.

          The RSUs and Shares they represent may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (whether by operation of law or otherwise) (collectively, a “transfer”), except that this Agreement may be transferred by the laws of descent and distribution or as otherwise permitted under the Plan. You may only transfer the Shares that may be issued pursuant to this Agreement following a Vesting Date that covers them.

     5. Withholding Taxes.

          (a) You acknowledge that you have reviewed with your own tax advisors the federal, state, local and foreign tax consequences of this investment and the actions contemplated by this Agreement. You affirm that you are relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

          (b) The Company’s obligation to deliver Shares to you upon or after the vesting of the RSUs shall be subject to your satisfaction of all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax related withholding requirements, as determined by the Company (“Withholding Taxes”).

          (c) You acknowledge and agree that the Company has the right to deduct from payments of any kind otherwise due to you any Withholding Taxes to be withheld with respect to the actions contemplated by this Agreement.

          (d) Without limiting the generality of the foregoing Section 5(c), except as provided in the next sentence, the Company shall withhold a number of Shares issuable in payment of any vested RSUs having a Fair Market Value, as of the Vesting Date of such RSUs, equal to the Withholding Taxes with respect to such RSUs. If the Company cannot (under applicable legal, regulatory, listing or other requirements, or otherwise) satisfy such Withholding Taxes in such method, the Company may satisfy such Withholding Taxes by any one or combination of the following methods: (i) by requiring you to pay such Withholding Taxes in cash or by check; (ii) by deducting such Withholding Taxes out of any other compensation otherwise payable to you by the Company; and/or (iii) by allowing you to surrender shares of Common Stock which (x) in the case of shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by you for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (y) have a Fair Market Value on the date of surrender equal to such Withholding Taxes. The Company is hereby authorized to take such actions as are necessary to effect the withholding of any and all such Withholding Taxes in accordance with this Section 5(d). For purposes of this Section 5(d), the “Fair Market Value” of a Share as of any date shall be equal to the last reported sale price of the Common Stock on the NASDAQ Stock Market (or any other stock exchange or over-the-counter market on which the Company’s Common Stock is then traded) on such date.

     6. Securities Laws.

          Notwithstanding any other provision of the Plan or this Agreement, the Company will not be required to issue, and you may not sell, assign, transfer or otherwise dispose of, any shares of Common Stock received as payment of the RSUs, unless (a) there is in effect with

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respect to the shares of Common Stock received as payment of the RSUs a registration statement under the Securities Act of 1933, as amended, and any applicable state or foreign securities laws or an exemption from such registration, and (b) there has been obtained any other consent, approval or permit from any other regulatory body that the Compensation Committee (the “Committee”) of the Company’s Board of Directors, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Common Stock received as payment of the RSUs, as may be deemed necessary or advisable by the Company to comply with such securities law or other restrictions.

     7. Provisions of the Plan.

          This Agreement is subject to the provisions of the Plan, a copy of which is furnished to you with this Agreement. Any capitalized terms used in this Agreement but not otherwise defined in the Agreement shall have the same meaning as in the Plan.

     8. Miscellaneous.

          (a) Section 409A. This Agreement is intended to comply with the requirements of Section 409A and shall be construed consistently therewith. In any event, the Company makes no representation or warranty and will have no liability to you or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section.

          (b) Unsecured Creditor. This Agreement shall create a contractual obligation on the part of Company to make payment of the RSUs credited to your account at the time provided for in this Agreement. Neither you nor any other party claiming an interest in the RSUs or related stock hereunder shall have any interest whatsoever in any specific assets of the Company. Your right to receive payments hereunder shall be that of an unsecured general creditor of Company.

          (c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

          (d) Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company or the Committee.

          (e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and you and its and your respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement.

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          (f) Notice. Except as provided in Section 8(i), all notices required or permitted hereunder shall be in writing or provided and deemed effectively given upon personal delivery or five calendar days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at, for the Company, its primary business address (attention: Chief Human Resources Officer / General Counsel) and, for you, at your home address as reflected in the records of the Company, or at such other address or addresses as either party shall designate to the other in accordance with this Section 8(f).

          (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement.

          (h) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws.

          (i) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan or awards granted under the Plan by electronic means or to request your consent to participate in the Plan by electronic means or allow you to provide notices by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

          (j) Your Acknowledgments. You acknowledge that you: (i) have read this Agreement; (ii) have been represented in the preparation, negotiation and execution of this Agreement by legal counsel of your own choice or have voluntarily declined to seek such counsel; (iii) understand the terms and consequences of this Agreement; and (iv) are fully aware of the legal and binding effect of this Agreement.

[Signatures on Page Following]

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CONSTANT CONTACT, INC.
By:
	Gail F. Goodman C.E.O.

PARTICIPANT’S ACCEPTANCE

     By signing below (or by accepting the foregoing grant through such other means as may be established by the Company or any third-party administrator used by the Company, from time to time, including, without limitation, via any such third-party administrator’s Internet website), I hereby accept the foregoing grant and agree to the terms and conditions thereof and acknowledge receipt of a copy of the Company’s 2007 Stock Incentive Plan.

PARTICIPANT
 

Print Name: 

Date: 

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EX-10.3

Exhibit 10.3

CONSTANT CONTACT, INC.
2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(Performance-Based Vesting)

     AGREEMENT made between Constant Contact, Inc., a Delaware corporation (the “Company”), and Harpreet S. Grewal (“you”).

     For valuable consideration, receipt of which is acknowledged, the Company and you agree as follows:

     1. Grant of RSUs.

          On September 1, 2010 and subject to the terms and conditions set forth in this Agreement and in the Constant Contact, Inc. 2007 Stock Incentive Plan (the “Plan”), the Company has granted you Restricted Stock Units (“RSUs”) providing you with the right to receive 20,000 shares of common stock (“Common Stock”), $0.01 par value per share, of the Company (the “Shares”).

     2. Vesting and Forfeiture.

          (a) The RSUs will be subject to performance vesting based on the Company achieving a monthly revenue run rate of more than $41,666,666 in any calendar month (the “Performance Goal”) between your Employment Date and December 31, 2014. Your “Employment Date” means July 6, 2010, the date on which your employment with the Company commenced. If the Company does not satisfy the Performance Goal before December 31, 2014, or you cease to be employed at any time before the Compensation Committee of the Company’s Board of Directors (the “Committee”) determines that the Performance Goal has been met, the RSUs will then be immediately forfeited without payment and cease to be outstanding. The Committee will have the sole discretion to determine whether the Performance Goal has been met and will review the appropriate documentation to reach that determination on or around the 15th day following the last day of each calendar quarter, with the vesting occurring when the Committee concludes that the Performance Goal has been met with respect to any month in the preceding quarter. You must remain employed as of such date of determination to vest in the RSUs. The date upon which any of the RSUs vest will be considered a “Vesting Date” for the RSUs that vest on that date. If applicable, any fractional Shares that would otherwise vest as of a particular date will be rounded down and carried forward to the next Vesting Date until a whole Share can be issued.

          (b) In the event of a Change of Control (as defined below), notwithstanding anything herein to the contrary, immediately prior to the closing of the Change of Control, 50% of the then outstanding and unvested RSUs shall automatically vest and the date on which the closing of such Change of Control occurs shall be a Vesting Date for purposes of this Agreement. Any then outstanding and unvested RSUs (after giving effect to the foregoing sentence) shall continue to vest as set forth in Section 2(a) above until 100% of the RSUs are vested, subject to the continuation of your employment or other service providing relationship with the Company.

          (c) If, following a Change of Control, your employment or other service providing relationship with the Company is terminated by the Company without Cause (as defined below) prior to the one year anniversary of the date on which the closing of such Change of Control occurs, 100% of the then outstanding and unvested RSUs shall automatically vest and the effective date of the termination of your employment or other service providing relationship shall be a Vesting Date for purposes of this Agreement. Notwithstanding the foregoing, and solely to the extent necessary to avoid the penalty provisions under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if the Vesting Date occurs because of your termination of employment and if the Company determines that you are a “specified employee” as defined under Section 409A, then the distribution of newly vested Shares shall be delayed until the earlier of (i) the date that is six months plus one day after the date of termination and (ii) the 10th day after your date of death.

          (d) Absent any contrary provision in the Plan or any other applicable plan or agreement, if you cease to be employed by, or engaged to provide services on an individual basis to, the Company for any reason or no reason, you will immediately and automatically forfeit all rights to any of your RSUs that have Vesting Dates after the date your employment or other service providing relationship with the Company ends.

          (e) For the purposes of this Agreement:

               (i) “Change of Control” shall mean (i) the consolidation or merger of the Company with or into any other corporation or other entity (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the outstanding securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction), (ii) the sale of all or substantially all of the properties and assets of the Company as an entirety to any other person, or (iii) the sale or transfer, in a single transaction or series of related transactions, of outstanding capital stock representing at least a majority of the voting power of the outstanding capital stock of the Company immediately following such transaction; provided that if any portion of the RSUs is then subject to Section 409A, any resulting distribution of the covered shares will be delayed to comply with Section 409A unless the Change of Control is also a change in ownership or effective control of the Company (within the meaning of Treasury Regulation Section 1.409A-3(g)(5) or any successor regulation.

               (ii) “Cause” shall mean willful misconduct by you relating to your duties to the Company, or willful failure by you to perform your responsibilities to the Company (including, without limitation, breach by you of any provision of any nondisclosure, non-competition or other similar written agreement between you and the Company), as determined by the Company. No act or failure to act by you shall be considered willful unless it is done, or omitted to be done, in bad faith or without a reasonable belief by you that your actions or omissions were in the best interests of the Company.

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     3. Issuance of Shares.

          Subject to the terms and conditions of this Agreement (including any Withholding Tax obligations), after each Vesting Date, the Company will issue to you (or your estate, or an account at a brokerage firm designated by the Company), within three (3) business days following such Vesting Date, one Share for each RSU that vested on such Vesting Date. Until each applicable Vesting Date, you will have no rights to any Shares, and until the Company delivers the Shares to you, you will not have any rights associated with such Shares, including without limitation voting rights, dividends or dividend equivalents.

     4. Transferability.

          The RSUs and Shares they represent may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (whether by operation of law or otherwise) (collectively, a “transfer”), except that this Agreement may be transferred by the laws of descent and distribution or as otherwise permitted under the Plan. You may only transfer the Shares that may be issued pursuant to this Agreement following a Vesting Date that covers them.

     5. Withholding Taxes.

          (a) You acknowledge that you have reviewed with your own tax advisors the federal, state, local and foreign tax consequences of this investment and the actions contemplated by this Agreement. You affirm that you are relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

          (b) The Company’s obligation to deliver Shares to you upon or after the vesting of the RSUs shall be subject to your satisfaction of all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax related withholding requirements, as determined by the Company (“Withholding Taxes”).

          (c) You acknowledge and agree that the Company has the right to deduct from payments of any kind otherwise due to you any Withholding Taxes to be withheld with respect to the actions contemplated by this Agreement.

          (d) Without limiting the generality of the foregoing Section 5(c), except as provided in the next sentence, the Company shall withhold a number of Shares issuable in payment of any vested RSUs having a Fair Market Value, as of the Vesting Date of such RSUs, equal to the Withholding Taxes with respect to such RSUs. If the Company cannot (under applicable legal, regulatory, listing or other requirements, or otherwise) satisfy such Withholding Taxes in such method, the Company may satisfy such Withholding Taxes by any one or combination of the following methods: (i) by requiring you to pay such Withholding Taxes in cash or by check; (ii) by deducting such Withholding Taxes out of any other compensation otherwise payable to you by the Company; and/or (iii) by allowing you to surrender shares of Common Stock which (x) in the case of shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by you for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (y) have a Fair Market Value on the date of surrender equal to such Withholding Taxes. The Company is hereby authorized to take such actions as are necessary to effect the withholding of any and all such Withholding

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Taxes in accordance with this Section 5(d). For purposes of this Section 5(d), the “Fair Market Value” of a Share as of any date shall be equal to the last reported sale price of the Common Stock on the NASDAQ Stock Market (or any other stock exchange or over-the-counter market on which the Company’s Common Stock is then traded) on such date.

     6. Securities Laws.

          Notwithstanding any other provision of the Plan or this Agreement, the Company will not be required to issue, and you may not sell, assign, transfer or otherwise dispose of, any shares of Common Stock received as payment of the RSUs, unless (a) there is in effect with respect to the shares of Common Stock received as payment of the RSUs a registration statement under the Securities Act of 1933, as amended, and any applicable state or foreign securities laws or an exemption from such registration, and (b) there has been obtained any other consent, approval or permit from any other regulatory body that the Compensation Committee (the “Committee”) of the Company’s Board of Directors, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Common Stock received as payment of the RSUs, as may be deemed necessary or advisable by the Company to comply with such securities law or other restrictions.

     7. Provisions of the Plan.

          This Agreement is subject to the provisions of the Plan, a copy of which is furnished to you with this Agreement. Any capitalized terms used in this Agreement but not otherwise defined in the Agreement shall have the same meaning as in the Plan.

     8. Miscellaneous.

          (a) Section 409A. This Agreement is intended to comply with the requirements of Section 409A and shall be construed consistently therewith. In any event, the Company makes no representation or warranty and will have no liability to you or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section.

          (b) Unsecured Creditor. This Agreement shall create a contractual obligation on the part of Company to make payment of the RSUs credited to your account at the time provided for in this Agreement. Neither you nor any other party claiming an interest in the RSUs or related stock hereunder shall have any interest whatsoever in any specific assets of the Company. Your right to receive payments hereunder shall be that of an unsecured general creditor of Company.

          (c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

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          (d) Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company or the Committee.

          (e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and you and its and your respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement.

          (f) Notice. Except as provided in Section 8(i), all notices required or permitted hereunder shall be in writing or provided and deemed effectively given upon personal delivery or five calendar days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at, for the Company, its primary business address (attention: Chief Human Resources Officer / General Counsel) and, for you, at your home address as reflected in the records of the Company, or at such other address or addresses as either party shall designate to the other in accordance with this Section 8(f).

          (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement.

          (h) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws.

          (i) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan or awards granted under the Plan by electronic means or to request your consent to participate in the Plan by electronic means or allow you to provide notices by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

          (j) Your Acknowledgments. You acknowledge that you: (i) have read this Agreement; (ii) have been represented in the preparation, negotiation and execution of this Agreement by legal counsel of your own choice or have voluntarily declined to seek such counsel; (iii) understand the terms and consequences of this Agreement; and (iv) are fully aware of the legal and binding effect of this Agreement.

[Signatures on Page Following]

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CONSTANT CONTACT, INC.
By:
	Gail F. Goodman C.E.O.

PARTICIPANT’S ACCEPTANCE

     By signing below (or by accepting the foregoing grant through such other means as may be established by the Company or any third-party administrator used by the Company, from time to time, including, without limitation, via any such third-party administrator’s Internet website), I hereby accept the foregoing grant and agree to the terms and conditions thereof and acknowledge receipt of a copy of the Company’s 2007 Stock Incentive Plan.

PARTICIPANT
/s/ Harpreet S. Grewal
Print Name:		Harpreet S. Grewal
Date:	9/1/2010

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EX-10.4

Exhibit 10.4

SECOND AMENDMENT TO LEASE

     SECOND AMENDMENT TO LEASE dated as of this 13^th day of September, 2010, by and between BP RESERVOIR PLACE LLC, a Delaware limited liability company (successor-in-interest to Boston Properties Limited Partnership) (“Landlord”) and Constant Contact, Inc., a Delaware corporation (“Tenant”).

RECITALS

     By Lease dated May 29, 2009 (as amended by the instrument described below, the “Lease”), Landlord did lease to Tenant and Tenant did hire and lease from Landlord certain premises containing 83,379 square feet of rentable floor area (the “Rentable Floor Area of the Initial Premises”) on the third floor of the building (the “Building”) known as and numbered Reservoir Place Main, 1601 Trapelo Road, Waltham, Massachusetts (referred to herein as the “Initial Premises”).

     Article XVII of the Lease provides for portions of the second (2^nd) and third (3^rd) floors of the Building, compromising an additional 52,844 rentable square feet (collectively defined in the Lease as the “Must Take Premises” and individually defined in the Lease as “Premises Components”), to be incorporated into the Premises at the times and upon the terms set forth in the Lease.

     By First Amendment to Lease dated as of May 3, 2010 (the “First Amendment”), Landlord and Tenant acknowledged those Premises Components which had previously been delivered to Tenant, acknowledged certain Premises Components which were scheduled to be delivered to Tenant and amended the Lease with regard to the process for adding Premises Components to the Premises.

     Landlord and Tenant have agreed to increase the size of the Premises by adding thereto an additional 4,371 square feet of rentable floor area (the “Rentable Floor Area of the Second Amendment Additional Premises”) located on the second floor of the Building, which space is shown on Exhibit A attached hereto and made a part hereof (the “Second Amendment Additional Premises”) upon all of the same terms and conditions contained in the Lease except as otherwise provided in this Second Amendment to Lease (the “Second Amendment”).

     Landlord and Tenant are entering into this instrument to set forth said leasing of the Second Amendment Additional Premises and to amend the Lease.

     NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration in hand this date paid by each of the parties to the other, the receipt and sufficiency of which are hereby severally acknowledged, and in further consideration of the mutual promises herein contained, Landlord and Tenant hereby agree to and with each other as follows:

1. Effective as of the “Second Amendment Additional Premises Commencement Date” (as defined in Section 2 hereof), the Second Amendment Additional Premises shall constitute a part of the “Premises” demised to Tenant under the Lease, so that the “Premises” (as

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defined in Section 1.2 of the Lease), shall include the Second Amendment Additional Premises.

2. The following definitions are added to Section 1.2 of the Lease immediately after the definition of “Commencement Date”:

SECOND AMENDMENT ADDITIONAL PREMISES SCHEDULED TERM COMMENCEMENT DATE:	December 1, 2010
SECOND AMENDMENT ADDITIONAL PREMISES COMMENCEMENT DATE:	The earlier to occur of (a) the date on which the Second Amendment Additional Premises are “Substantially Complete” as defined in Exhibit B attached hereto and (b) the date which Tenant commences beneficial use of the Second Amendment Additional Premises.

3.	The Term of the Lease for the Initial Premises, the Second Amendment Additional Premises and the Premises Components leased as of the date hereof shall be coterminous and the extension option set forth in Section 3.2 of the Lease shall apply collectively to the Initial Premises, the Second Amendment Additional Premises and the Premises Components.
4.	(A) Annual Fixed Rent for the Initial Premises and the Premises Components leased as of the date hereof shall continue to be payable as set forth in the Lease as amended.
	(B) Commencing on the Second Amendment Additional Premises Commencement Date, Annual Fixed Rent for the Second Amendment Additional Premises shall be payable at the annual rate of $128,070.30 (being the product of (i) $29.30 and (ii) the Rentable Floor Area of the Second Amendment Additional Premises (being 4,371 square feet)).
5.	For the purposes of computing Tenant’s payments for the Tax Excess pursuant to Section 6.3 of the Lease, Tenant’s payments for the Operating Cost Excess pursuant to Section 7.6 of the Lease and Tenant’s payments for electricity (as determined pursuant to Sections 5.2 of the Lease), for the portion of the Term on and after the Second Amendment Additional Premises Commencement Date the Rentable Floor Area of the Second Amendment Additional Premises (being 4,371 square feet) shall be included in the “Rentable Floor Area of the Premises”. Further, the Second Amendment Additional Premises shall be deemed a Premises Component for the purposes of the calculation of such payments.
6.	For the purposes of computing Tenant’s payments for the Tax Excess pursuant to Section 6.3 of the Lease for the Second Amendment Additional Premises commencing on the

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Second Amendment Additional Premises Commencement Date, the definition of “Base Taxes” contained in Section 6.2 of the Lease shall be supplemented by adding the following thereto:

BASE TAXES: With respect to the Second Amendment Additional Premises, Landlord’s Tax Expenses (as defined in Section 6.2 of the Lease) for fiscal tax year 2011, being the period from July 1, 2010 through June 30, 2011.

Such definition shall remain unchanged for such purposes with respect to the Initial Premises and any other Premises Component.

7. For the purposes of computing Tenant’s payments for the Operating Cost Excess pursuant to Section 7.6 of the Lease for the Second Amendment Additional Premises commencing on the Second Amendment Additional Premises Commencement Date, the definition of “Base Operating Expenses” contained in Section 7.5 of the Lease shall be supplemented by adding the following thereto:

BASE OPERATING EXPENSES: With respect to the Second Amendment Additional Premises, Landlord’s Operating Expenses (as defined in Section 7.5 of the Lease) for calendar year 2011, being the period from January 1, 2011 through December 31, 2011.

Such definition shall remain unchanged for such purposes with respect to the Initial Premises and any other Premises Component.

8. Landlord agrees to perform the work for and respecting the Second Amendment Additional Premises in accordance with the Work Letter attached hereto as Exhibit B.

9. Effective as of the Second Amendment Additional Premises Commencement Date, the definition of “Number of Parking Privileges” contained in Section 1.2 of the Lease shall be supplemented with the following:

With respect to the Second Amendment Additional Premises, privileges for fifteen (15) automobiles, five (5) of which are located in the garage below the Building and ten (10) of which are located on the outdoor surface lot, subject to and in accordance with Article X of the Lease.

10. (A) Tenant warrants and represents that Tenant has not dealt with any broker in connection with the consummation of this Second Amendment other than McCall and Almy (the “Broker”); and in the event any claim is made against Landlord relative to dealings by Tenant with brokers other than the Broker, Tenant shall defend the claim

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against Landlord with counsel of Tenant’s selection first approved by landlord (which approval will not be unreasonably withheld) and save harmless and indemnify Landlord on account of loss, cost or damage which may arise by reason of such claim.

(B) Landlord warrants and represents that Landlord has not dealt with any broker in connection with the consummation of this Second Amendment other than the Broker; and in the event any claim is made against Tenant relative to dealings by Landlord with brokers other than the Broker, Landlord shall defend the claim against Tenant with counsel of Landlord’s selection and save harmless and indemnify Tenant on account of loss, cost or damage which may arise by reason of such claim. Landlord shall be solely responsible for the payment of any commissions due to the Broker on account of the transaction contemplated by this Second Amendment pursuant to separate agreement with said Broker.

11. Except as otherwise expressly provided herein, all capitalized terms used herein without definition shall have the same meanings as are set forth in the Lease.

12. Except as herein amended the Lease shall remain unchanged and in full force and effect. All references to the “Lease” shall be deemed to be references to the Lease as amended by the First Amendment and as herein amended.

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EXECUTED as a sealed instrument as of the date and year first above written.

WITNESS:	LANDLORD: BP RESERVOIR PLACE LLC
	By:	Boston Properties Limited Partnership, its sole manager

By:   Boston Properties, Inc.,
its general partner  

By:	/s/ David C. Provost
	Name:	David C. Provost
	Title:	Senior Vice President

		TENANT:
ATTEST:		CONSTANT CONTACT, INC.
By:	/s/ Robert P. Nault Name: Robert P. Nault	By:	/s/ Robert D. Nicoson Name: Robert D. Nicoson
	Title: Secretary		Title: Vice President           Hereto Duly Authorized

By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	CEO Hereto Duly Authorized

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EXHIBIT A

SECOND AMENDMENT ADDITIONAL PREMISES

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EXHIBIT B

WORK LETTER

1.1 Substantial Completion

(A) Plans and Construction Process.

(1)

Tenant Plans. On or before September 9, 2010 (the “Tenant Plans Date”), Tenant shall deliver to Landlord a full set of construction plans and specifications for the Landlord’s Work in the Second Amendment Additional Premises, such plans and specifications to be (i) prepared by an architect licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord (Landlord hereby approving Visnick & Caulfield) and (ii) in suitable form for filing with an application for a building permit with the City of Waltham. Such plans and specifications (the “Tenant Plans”) shall contain at least the information required by, and shall conform to the requirements of, Exhibit C. Landlord shall not unreasonably withhold, delay or condition its consent to the Tenant Plans provided that the same contain at least the information required by, and shall conform to the requirements of, Exhibit C; provided further, however, that notwithstanding the requirement that Landlord act reasonably, Landlord’s determination of matters relating to aesthetic issues relating to alterations or changes visible outside the Premises shall be in Landlord’s sole discretion.

In connection with the foregoing, it is understood and agreed that Landlord intends to file for a building permit no later than September 15, 2010 based on the Tenant Plans to be submitted by Tenant on or before the Tenant Plans Date in order to commence and complete construction of the Landlord’s Work in the Second Amendment Additional Premises on or before the Second Amendment Additional Premises Scheduled Term Commencement Date, and any delay caused by the need to amend the application for a building permit as the result of modification to the Tenant Plans after the Tenant Plans Date shall be deemed to be a Tenant Delay (as that term is defined in subsection (C) below) for the purposes of this Exhibit B.

(2) Development of Tenant Plans and Pricing and Delivery Date. It is Tenant’s goal to obtain Landlord’s approval of the Tenant Plans by or shortly after the Tenant Plans Date. To that end, Tenant anticipates submitting to Landlord for review and approval prior to the Tenant Plans Date various early iterations of floor plans, schematic plans and specifications to solicit Landlord’s input as to the plans themselves as well as pricing and construction schedule. Landlord shall not unreasonably withhold, condition or delay its approval of Tenant’s submissions provided that the same depict leasehold improvements of a nature and scope consistent with the current build-out of the Initial Premises or with

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that customarily found in typical Class A office space in the Central Suburban 128 Market; provided, however, that notwithstanding the requirement that Landlord act reasonably, Landlord’s determination of matters relating to aesthetic issues relating to alterations or changes visible outside the Premises shall be in Landlord’s sole discretion. During this period, Landlord shall also assist Tenant in developing pricing information relating to Tenant’s proposed improvements and estimating the construction period for the proposed improvements, including identifying any long lead-time items.

(3)	Landlord’s Review. Landlord agrees to respond to the Tenant Plans and all earlier iterations thereof submitted under Section 1.1(A)(2) above within eight (8) business days after receipt thereof. If Landlord disapproves any of the foregoing, it shall do so in writing and with reasonable detail and then Tenant shall have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and resubmitted to Landlord. Such process shall be followed until the Tenant Plans shall have been approved by Landlord. Landlord shall respond to the resubmission of any plans by Tenant within three (3) business days of Landlord’s receipt thereof (or such longer time as may be reasonably necessary in the case of a major redesign).
	In connection with its review and approval of the Tenant Plans, Landlord shall within its eight (8) business day review period reasonably estimate a proposed date by which it expects to achieve “Substantial Completion” (as hereinafter defined). Landlord shall provide a reasonably detailed construction schedule with its notification to Tenant, and at such time shall also identify and notify Tenant of any items contained in the Tenant Plans which Landlord then reasonably believes will constitute long lead items. Landlord will give to Tenant Landlord’s best, good faith estimate of the period(s) of any delay which would be caused by a long-lead item. On or before the Authorization to Proceed Date (as that term is defined in Section 1.1(B)(2) below), Tenant shall have the right to either (a) revise the Tenant Plans to eliminate any such long-lead item or (b) authorize Landlord to construct the Landlord’s Work in the Second Amendment Additional Premises in accordance with the approved Tenant Plans including any such long-lead items (any such approved long-lead items being hereinafter called “Tenant Approved Long Lead Items”). Tenant acknowledges that certain Tenant Approved Long Lead Items may still delay completion of the Landlord’s Work in the Second Amendment Additional Premises and thus result in a Tenant Delay even if Tenant does authorize them on or before the Authorization to Proceed Date.
	Landlord’s failure to respond to any Tenant Plans meeting the requirements of this Section 1.1(A) within the applicable time periods set forth herein shall be deemed to constitute Landlord’s approval thereof. To the extent that Landlord has previously approved a particular element shown in an earlier iteration of the Tenant Plans (or such element has been deemed approved by virtue of Landlord’s failure to respond to such

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Tenant Plans within the applicable time period), Landlord shall not have the right to disapprove such element in any subsequent plans, provided that (i) such element has not been modified, (ii) such element was approved without objection or condition by Landlord in the earlier iteration of the plans, and (iii) in the case of plans that had been deemed approved, the element was shown in sufficient detail in the earlier iteration of the plans that Landlord could reasonably have responded to the same at the time.

(4) General Matters. In connection with the foregoing, it is understood and agreed that Landlord’s approval under this Section 1.1(A) is given solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of the Tenant Plans for any other purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of the Tenant Plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of the Tenant Plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no obligation to perform the Landlord’s Work in the Second Amendment Additional Premises until the Tenant Plans shall have been presented to it and approved by it. In addition, Tenant shall, on or before the Authorization to Proceed Date (as hereinafter defined), execute and deliver to Landlord any affidavits and documentation provided to Tenant by Tenant’s architect and/or engineers preparing the Tenant Plans and/or by Landlord, and required in order to obtain all permits and approvals necessary for Landlord to commence and complete the Landlord’s Work in the Second Amendment Additional Premises on a timely basis (“Permit Documentation”).

(B) Construction Process

(1)	Pricing.
	Within thirty (30) days after its approval of the Tenant Plans, Landlord shall furnish to Tenant a written estimate of all costs of the Landlord’s Work in the Second Amendment Additional Premises shown on such Tenant Plans, based on the pricing information that Landlord has gathered to date as part of the bid process described below. In connection with the foregoing, it is understood and agreed that Landlord and Tenant shall consult and jointly make the determination, each acting reasonably and in good faith, as to whether to bid the component of the Landlord’s Work in the Second Amendment Additional Premises as a Guaranteed Maximum Price “GMP” contract or a lump-sum contract based on the level of completion of the Tenant Plans (i.e. if such Tenant Plans are sufficiently detailed so that the project can be bid out at the subcontractor level).
	Landlord shall have the right to select the general contractor who will

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perform the Landlord’s Work in the Second Amendment Additional Premises, subject to Tenant’s approval (not to be unreasonably withheld, conditioned or delayed). Landlord shall solicit bids from at least four (4) qualified general contractors licensed by the Commonwealth of Massachusetts as may be deemed appropriate by Landlord and Tenant, both acting reasonably and in good faith, with Landlord proposing at least three (3) of the general contractors and Tenant proposing one (1). When bids are solicited, upon the receipt of bids, Landlord shall prepare a bid format which compares each bid, and shall deliver such bid format, together with copies of the bids themselves to Tenant (together with Landlord’s designation of the bid Landlord intends to accept).

Notwithstanding the foregoing requirement that Tenant have the right to approve the general contractor selected by Landlord to perform the Landlord’s Work in the Second Amendment Additional Premises, Tenant may not object to the selection of any general contractor who will be able to complete the Landlord’s Work in the Second Amendment Additional Premises on or before the Second Amendment Additional Premises Scheduled Term Commencement Date and whose bid for the Landlord’s Work in the Second Amendment Additional Premises does not exceed the lowest bid received by more than ten percent (10%). In the event that Tenant does not approve of a general contractor selected by Landlord who can complete the Landlord’s Work in the Second Amendment Additional Premises on or before the Second Amendment Additional Premises Scheduled Term but whose bid exceeds the lowest received bid by more than ten percent (10%), any delay in the completion of the Landlord’s Work in the Second Amendment Additional Premises resulting from such failure to approve Landlord’s selected general contractor shall be deemed a Tenant Delay hereunder.

(2)

Authorization to Proceed Date.

Tenant shall, on or before five (5) business days following receipt by the Tenant of the final bid format (the “Authorization to Proceed Date”), give Landlord written authorization to proceed with Landlord’s Work in the Second Amendment Additional Premises in accordance with the approved Tenant Plans and the bid from the general contractor selected pursuant to the provisions of sub-section (B)(1) above (“Notice to Proceed”).

(3)

Change Orders.

Tenant shall have the right, in accordance herewith, to submit for Landlord’s approval change proposals subsequent to Landlord’s approval of the Tenant Plans and Tenant’s approval of the Tenant Plan Excess Costs, if any (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within ten (10) days after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the

Page 10

Landlord’s Work in the Second Amendment Additional Premises if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). With respect to Change Proposals for which a response cannot reasonably be developed within ten (10) days, Landlord shall within the ten-day response period advise Tenant of the steps necessary in order for Landlord to evaluate the Change Order Proposal and the date upon which Landlord’s Change Order Response will be delivered. Tenant shall have the right within five (5) days after receiving Landlord’s Change Order Response (or Landlord’s notice that a Change Proposal could not be evaluated within the ten-day response period set forth above) to then approve or withdraw such Change Proposal. If Tenant fails to respond to Landlord’s Change Order Response within such five (5) day period, such Change Proposal shall be deemed withdrawn. If Tenant approves such Change Proposal, then such Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be paid in the same manner as Tenant Plan Excess Costs are paid as set forth in Section 1.4.

(4)	Response to Requests for Information and Approvals.
	Except to the extent that another time period is expressly herein set forth, each of Landlord and Tenant shall respond to any written request from the other for approvals or information in connection with Landlord’s Work in the Second Amendment Additional Premises, within three (3) business days of the responding party’s receipt of such request.

(5)	Time of the Essence.
	Time is of the essence in connection with Landlord’s and Tenant’s obligations under this Section 1.1.

(C) Tenant Delay

(1) A “Tenant Delay” shall be defined as the following:

(a) Tenant’s failure to deliver the Tenant Plans to Landlord and to provide all required Permit Documentation to Landlord on or before the Tenant Plans Date, or (except to the extent caused by a Landlord Delay, as hereinafter defined) to give authorization to Landlord to proceed with the Landlord’s Work in the Second Amendment Additional Premises on or before the Authorization to Proceed Date; or

(b) Tenant’s failure timely to respond to any written request from Landlord within the time period specified therefor under this Exhibit B;

(c) Tenant’s failure to pay the Tenant Plan Excess Costs in

Page 11

accordance with Section 1.4;

(d) Any delay due to Tenant Approved Long Lead Items;

(e) Any delay due to Change Orders; or

(f) Except to the extent caused by a Landlord Delay, any other delays caused by Tenant, Tenant’s contractors, architects, engineers or anyone else engaged by Tenant in connection with the preparation of the Second Amendment Additional Premises for Tenant’s occupancy, including, without limitation, utility companies and other entities furnishing communications, data processing or other service, equipment, or furniture.

In order to invoke a Tenant Delay, Landlord must advise Tenant in writing of the alleged Tenant Delay within two (2) business days after Landlord becomes aware thereof.

(2) Tenant Obligations with Respect to Tenant Delays.

(a) Tenant covenants that no Tenant Delay shall delay commencement of the Term with respect to the Second Amendment Additional Premises or the obligation to pay Annual Fixed Rent or Additional Rent, regardless of the reason for such Tenant Delay or whether or not it is within the control of Tenant or any such employee. Landlord’s Work in the Second Amendment Additional Premises shall be deemed substantially completed as of the date when Landlord’s Work in the Second Amendment Additional Premises would have been substantially completed but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment.

(b) Tenant shall reimburse Landlord the amount, if any, by which the cost of Landlord’s Work in the Second Amendment Additional Premises is increased as the result of any Tenant Delay.

(c) Any amounts due from Tenant to Landlord under this Section 1.1(C)(2) shall be due and payable within thirty (30) days of billing therefor, and shall be considered to be Additional Rent. Nothing contained in this Section 1.1(C)(2) shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and conditions contained in the Lease, as amended.

(D) Landlord Delay

A “Landlord Delay” shall mean Landlord’s failure timely to respond to any written request from Tenant within the time period specified therefor under this Exhibit B. In order to invoke a Landlord Delay, Tenant must advise Landlord in writing of the alleged

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Landlord Delay within two (2) business days after Tenant becomes aware thereof.

(E) Construction Management Fee

Landlord shall charge a construction management fee (the “Construction Management Fee”) for its management of the Landlord’s Work in the Second Amendment Additional Premises in an amount equal to four percent (4%) of the hard construction costs (but not design or other soft costs) of each separate component of the Landlord’s Work in the Second Amendment Additional Premises. The Construction Management Fee for any component of the Landlord’s Work in the Second Amendment Additional Premises shall be deducted from the Second Amendment Allowance as set forth in Section 1.5 below and/or paid by Tenant as part of Tenant Plan Excess Costs as set forth in Section 1.4 below.

1.2	Substantial Completion
	(A) Subject to any prevention, delay or stoppage due to Landlord’s Force Majeure (as hereinafter defined) or attributable to any Tenant Delays, Landlord shall use reasonable speed and diligence in the construction of the Landlord’s Work in the Second Amendment Additional Premises so as to have the same Substantially Completed (as hereinafter defined) on or before the Second Amendment Additional Premises Scheduled Term Commencement Date as determined pursuant to Section 1.1(A)(3) of this Exhibit B, but Tenant shall have no claim against Landlord or the right to deduct or set off against Tenant’s payments to Landlord under the Lease for failure to so complete construction of Landlord’s Work in the Second Amendment Additional Premises on or before such date or any other date.
	(B) The “Actual Substantial Completion Date” shall be defined as the date on which the Landlord’s Work in the Second Amendment Additional Premises has been Substantially Completed. “Substantial Completion” and “Substantially Completed” shall each mean the date on which the Landlord’s Work in the Second Amendment Additional Premises has been completed except for so-called “punch-list” items of work and adjustment of equipment and fixtures the incompleteness of which do not cause material interference with Tenant’s use of the Second Amendment Additional Premises for the Permitted Uses. After Substantial Completion, Landlord shall proceed diligently to complete all “punch-list” items within thirty (30) days after the occurrence of Substantial Completion (except for long-lead items or items which can only be performed during certain seasons or weather, which items shall be completed diligently as soon as the season and/or weather permits).
	(C) The “Substantial Completion Date” shall be defined as the later to occur of (i) Actual Substantial Completion Date or (ii) the date when permission has been obtained from the applicable governmental authority (which such permission may be evidenced by the signature(s) of the appropriate municipal official(s) on the building permit for the Landlord’s Work in the Second Amendment Additional Premises) to the extent required by law, for occupancy by Tenant of the Second Amendment Additional Premises for the Permitted Uses. Notwithstanding the foregoing, in the event that Landlord is delayed in the performance of Landlord’s Work in the Second Amendment Additional Premises or cannot obtain permission from the applicable governmental authority for the occupancy

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of the Second Amendment Additional Premises by reason of any Tenant Delay, then the Substantial Completion Date shall be deemed to be the date that Landlord would have achieved the Actual Substantial Completion Date or obtained such governmental permission, but for such Tenant Delay. Tenant agrees that no Tenant Delay shall delay commencement of the Term or the obligation to pay rent, regardless of the reason for such delay or whether or not it is within the control of Tenant or any such employee. Nothing contained in this paragraph shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and conditions contained in the Lease.

(D) When used in this Second Amendment “Landlord’s Force Majeure” shall mean any prevention, delay or stoppage due to governmental regulation, strikes, lockouts, acts of God, acts of war, terrorist acts, civil commotions, unusual scarcity of or inability to obtain labor or materials (to the extent that such scarcity or inability is the result of conditions not prevalent in the market, and otherwise unforeseen, as of the date of this Second Amendment), labor difficulties, casualty or other causes reasonably beyond Landlord’s control; provided, however, that in no event shall the financial inability of Landlord or Landlord’s general contractor constitute a cause beyond Landlord’s reasonable control. In order to invoke the Landlord’s Force Majeure provision of this Exhibit B, Landlord must advise Tenant in writing of the alleged Landlord’s Force Majeure within three (3) business days after Landlord becomes aware thereof. Landlord shall use commercially reasonable efforts to mitigate the impact of Landlord’s Force Majeure on the performance of Landlord’s Work in the Second Amendment Additional Premises and Tenant’s use of the Second Amendment Additional Premises, to the extent it is within Landlord’s reasonable ability to do so given the nature of the event giving rise to the Landlord’s Force Majeure.

(E) Landlord shall permit Tenant access for installing Tenant’s trade fixtures in portions of the Second Amendment Additional Premises prior to Substantial Completion when it can be done without material interference with remaining work and with the maintenance of harmonious labor relations. Any such access by Tenant shall be upon all of the terms and conditions of the Lease (other than the payment of Annual Fixed Rent, the Tax Excess, the Operating Cost Excess and payments on account of electricity under Section 5.2 of the Lease with respect to the Second Amendment Additional Premises) and shall be at Tenant’s sole risk, and Landlord shall not be responsible for any injury to persons or damage to property resulting from such early access by Tenant.

(F) If, prior to the date that the Second Amendment Additional Premises is in fact actually Substantially Complete, such Second Amendment Additional Premises is deemed to be Substantially Complete pursuant to the provisions of this Section 1.2 (i.e. and the Second Amendment Additional Premises Commencement Date has therefore occurred), Tenant shall not (except with Landlord’s consent) be entitled to take possession of the Second Amendment Additional Premises for the Permitted Uses until the Second Amendment Additional Premises is in fact actually Substantially Complete.

1.3 Quality and Performance of Work.

(A) All construction work required or permitted by the Lease shall be done in a good and workmanlike manner and in compliance with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public

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authorities (“Legal Requirements”) and all Insurance Requirements (as defined in Section 9.1 of the Lease). Any work performed by or on behalf of Tenant under the Lease shall be coordinated with any work being performed by or on behalf of Landlord and in such manner as to maintain harmonious labor relations.

(B) Each party authorizes the other to rely in connection with design and construction upon the written approval or other written authorizations on the party’s behalf by any Construction Representative of the party named in Section 1.2 of the Lease or any person hereafter designated in substitution or addition by notice to the party relying. Each party may inspect the work of the other at reasonable times and shall promptly give notice of observed defects. Tenant acknowledges that Tenant is acting for its own benefit and account and that Tenant will not be acting as Landlord’s agent in performing any work that may be undertaken by or on behalf of Tenant under the Lease, and accordingly, no contractor, subcontractor or supplier of Tenant shall have a right to lien Landlord’s interest in the Property in connection with any such work.

(C) Landlord warrants to Tenant that: (i) the materials and equipment furnished in the performance of the Landlord’s Work in the Second Amendment Additional Premises will be of good quality; (ii) the Landlord’s Work in the Second Amendment Additional Premises will be free from defects not inherent in the quality described in the applicable plans and specifications therefor; and (iii) the Landlord’s Work in the Second Amendment Additional Premises and all components thereof shall be in good working order and condition, consistent with those of Class A office buildings in the Central Suburban 128 Market. Any portion of the Landlord’s Work in the Second Amendment Additional Premises not conforming to the foregoing requirements will be considered defective. Landlord’s warranty hereunder shall not apply to the extent of damage or defect caused by (1) the negligent acts or omissions or the willful misconduct of Tenant, its employees, agents, contractors, sublessees or permitted occupants under Article XII of the Lease (hereinafter, the “Tenant Parties”), (2) improper operation by any of the Tenant Parties, or (3) normal wear and tear and normal usage.

The foregoing warranty with respect to the Landlord’s Work in the Second Amendment Additional Premises shall commence on the date on which Landlord has Substantially Completed Landlord’s Work in the Second Amendment Additional Premises and shall expire on the date which is fifty (50) weeks after the commencement of the warranty on the Landlord’s Work in the Second Amendment Additional Premises (the “Warranty Period respecting the Second Amendment Additional Premises”), and Tenant shall be required to deliver notice to Landlord of any defects prior to the expiration of the Warranty Period respecting the Second Amendment Additional Premises in order to permit Landlord to take action to enforce Landlord’s warranty rights with respect to the Landlord’s Work in the Second Amendment Additional Premises. Landlord agrees that it shall correct any portion of the Landlord’s Work in the Second Amendment Additional Premises which during the Warranty Period respecting the Second Amendment Additional Premises is found not to be in accordance with the warranties set forth in this subsection (C). Landlord shall use commercially reasonable efforts to enforce warranties from its general contractors, subcontractors, vendors and others on Tenant’s behalf.

(D) Except for latent defects which could not reasonably have been discovered during the Warranty Period respecting the Second Amendment Additional Premises despite the

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exercise of due diligence and except to the extent to which Tenant shall have given Landlord notice of respects in which Landlord has not performed Landlord’s construction obligations under this Exhibit B within the Warranty Period respecting the Second Amendment Additional Premises, Tenant shall be deemed conclusively to have approved Landlord’s construction and shall have no claim that Landlord has failed to perform any of Landlord’s obligations under this Exhibit B.

1.4

Tenant Plan Excess Costs

	Notwithstanding anything contained in this Exhibit B to the contrary, it is understood and agreed that Tenant shall be fully responsible for the costs of Landlord’s Work in the Second Amendment Additional Premises over and above the amount of the “Second Amendment Allowance” (as defined below) (the “Tenant Plan Excess Costs”). To the extent, if any, that there are Tenant Plan Excess Costs, Tenant shall pay Landlord, as Additional Rent, within ten (10) business days after billing therefor, from time to time during the performance of the applicable component of the Landlord’s Work in the Second Amendment Additional Premises, in the proportion that Tenant Plan Excess Costs for the Landlord’s Work in the Second Amendment Additional Premises bears to the overall cost of such work (including, without limitation, architectural and engineering fees and tel/data cabling installation costs); provided however, that if the Tenant Plan Excess Costs are the result of a Change Order, then Tenant shall pay all such Tenant Plan Excess Costs to Landlord, as Additional Rent, at the time that Tenant approves such Change Order in accordance with Section 1.1(B)(3) above.
1.5	Special Allowance
	Landlord shall provide to Tenant a special allowance equal to the product of (i) $30.00 and (ii) the Rentable Floor Area of the Second Amendment Additional Premises (the “Second Amendment Allowance”). The Second Amendment Allowance shall be used and applied by Landlord solely on account of the cost of Landlord’s Work in the Second Amendment Additional Premises (which shall include the cost of leasehold improvements, architectural and engineering fees and tel/data cabling installation (provided, however, that the amount of the Second Amendment Allowance that may be applied towards the reimbursement of architectural and engineering fees and tel/data cabling installation shall be capped at an amount equal to the product of (x) $5.00 and (y) the rentable floor area of the Second Amendment Additional Premises). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs or Landlord’s Work in the Second Amendment Additional Premises exceed the total Second Amendment Allowance.

Landlord shall be under no obligation to apply any portion of the Second Amendment Allowance for any purposes other than as provided in this Section 1.5. In addition, in the event that (i) Tenant has received notice from Landlord that it is in default of its obligations under the Lease and such default remains uncured or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant (it being acknowledged and agreed for these purposes that the Landlord’s Work in the Second Amendment Additional Premises being performed by Landlord shall not be considered “work performed by Tenant”) or any litigation in which Tenant is a party,

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then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Second Amendment Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Landlord’s Work in the Second Amendment Additional Premises in excess of that portion of the Second Amendment Allowance funded by Landlord through the date of the Event, subject to reimbursement by Landlord after the condition giving rise to the Event has been cured or otherwise rectified to Landlord’s reasonable satisfaction. Further, the Second Amendment Allowance shall only be applied towards the cost of leasehold improvements and, subject to the limitations set forth above, architectural and engineering fees and tel/data cabling installation. In no event shall Landlord be required to make application of any portion of the Second Amendment Allowance towards Tenant’s personal property, trade fixtures, trade equipment, furniture/furniture fronts or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the cost of the Landlord’s Work in the Second Amendment Additional Premises are less than the Second Amendment Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Tenant acknowledges that any portion of the Second Amendment Allowance which has not been utilized on or before July 1, 2013 shall be forfeited by Tenant. Landlord shall be entitled to deduct the Construction Management Fee referenced in Sections 1.1(E) above from the Second Amendment Allowance. With respect to architectural and engineering fees and tel/data cabling installation costs, Tenant may from time to time request disbursements of the Second Amendment Allowance to pay such costs (or reimburse Tenant for having paid such costs), up to the maximum amounts set forth above, including with its request for payment a summary of the costs incurred and reasonable supporting documentation with respect thereto (which in the case of any payment for which Tenant seeks reimbursement shall include, without limitation, paid invoices, receipts and the like evidencing such payment, as well as lien waivers in recordable form reasonably acceptable to Landlord from all persons who might have a lien as a result of such work). Provided that the conditions to disbursement of the Second Amendment Allowance as set forth in this Section 1.5 have otherwise been satisfied, Landlord shall disburse the requested funds to Tenant within thirty (30) days after Tenant’s request therefor.

If Tenant has satisfied the conditions to disbursement of the Second Amendment Allowance and Landlord fails to disburse the requested funds to Tenant within thirty (30) days of Tenant’s request therefor, and Landlord has not, within ten (10) business days of its receipt of Tenant’s demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 1.6 below (or if Landlord has timely disputed Tenant’s demand, has submitted such dispute to arbitration in accordance with said Section 1.6 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under the Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than fifteen percent (15%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have

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	been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.
1.6	Fast Track Arbitration

Any controversy, dispute or claim arising under this Exhibit B shall be settled by arbitration in Boston, Massachusetts in accordance with the Expedited Arbitration Rules of the American Arbitration Association as then in effect (unless the parties mutually agree otherwise). The decision rendered by the arbitrator or arbitrators shall be final and conclusive upon Landlord and Tenant. To avail itself of the dispute resolution procedures of this Section 1.6, the party demanding arbitration shall file a written notice of such demand with the other party and with the American Arbitration Association. In connection with resolution of disputes submitted to arbitration hereunder, Landlord and Tenant hereby irrevocably waive any and all rights they may have to resolve such dispute in a manner that is inconsistent with the provisions of this Section 1.6. The costs and administration expenses of each arbitration hereunder shall be borne equally by the parties, and each party shall be responsible for its own attorneys’ fees and expert witnesses’ fees.

In connection with the foregoing, it is expressly understood and agreed that the parties shall continue to perform their respective obligations under the Lease and this Exhibit B during the pendency of any arbitration proceeding hereunder (with any adjustments or reallocations to be made on account of such continued performance as determined by the arbitrator in his or her award).

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EXHIBIT C

TENANT PLAN AND WORKING DRAWING REQUIREMENTS

1. Floor plan indicating location of partitions and doors (details required of partition and door types).

2. Location of standard electrical convenience outlets and telephone outlets.

3. Location and details of special electrical outlets, including voltage, amperage, phase and NEMA configuration of outlets.

4. Reflected ceiling plan showing layout of standard ceiling and lighting fixtures. Partitions to be shown lightly with switches located indicating fixtures to be controlled.

5. Locations and details of special ceiling conditions, lighting fixtures, speakers, etc.

6. Location and heat load in BTU/Hr. of all special air conditioning and ventilating requirements and all necessary HVAC mechanical drawings.

7. Location and details of special structural requirements, e.g., slab penetrations and areas with floor loadings exceeding a live load of 70 lbs./s.f.

8. Locations and details of all plumbing fixtures; sinks, drinking fountains, etc.

9. Location and specifications of floor coverings, e.g., vinyl tile, carpet, ceramic tile, etc.

10. Finish schedule plan indicating wall covering, paint or paneling with paint colors referenced to standard color system.

11. Details and specifications of special millwork, glass partitions, rolling doors and grilles, blackboards, shelves, etc.

12. Hardware schedule indicating door number keyed to plan, size, hardware required including butts, latchsets or locksets, closures, stops, and any special items such as thresholds, soundproofing, etc. Keying schedule is required.

13. Verified dimensions of all built-in equipment (file cabinets, lockers, plan files, etc.).

14. Location of any special soundproofing requirements.

15. MEP/FP drawings by an engineer licensed by the Commonwealth of Massachusetts.

16. All drawings to be uniform size (30” X 42”) and shall incorporate the standard project electrical and plumbing symbols and be at a scale of 1/8” = 1’ or larger.

17. Drawing submittal shall include the appropriate quantity required for Landlord to file for

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permit along with four half size sets and one full size set for Landlord’s review and use.

18. Provide all other information necessary to obtain all permits and approvals for Landlord’s Work.

19. Upon completion of the work, Tenant shall provide Landlord with two hard copies and one electronic CAD file of updated architectural and mechanical drawings to reflect all project sketches and changes.

20. All requirements of this Exhibit C are applicable only for areas where renovation or reconfiguration is intended.

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gail F. Goodman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Constant Contact, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2010	/s/ Gail F. Goodman
	Gail F. Goodman
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Harpreet S. Grewal, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Constant Contact, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2010	/s/ Harpreet S. Grewal
	Harpreet S. Grewal
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2010 of Constant Contact, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gail F. Goodman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date November 3, 2010	/s/ Gail F. Goodman
	Gail F. Goodman
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2010 of Constant Contact, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harpreet S. Grewal, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date November 3, 2010	/s/ Harpreet S. Grewal
	Harpreet S. Grewal
	Executive Vice President and Chief Financial Officer