8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): December 3, 2010

Constant Contact, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001- 33707	04-3285398
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1601 Trapelo Road Waltham, Massachusetts	02451
(Address of principal executive offices)	(Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

On December 3, 2010, Constant Contact, Inc. (the “Company”) entered into its standard indemnification agreement with each of Daniel T. H. Nye, a member of the Company’s Board of Directors (the “Board”), Sharon T. Rowlands, a member of the Board, Harpreet S. Grewal, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, and Christopher M. Litster, the Company’s Vice President and General Manager, Event Marketing.

The Company’s standard indemnification agreement, which it enters into with all of its directors and officers and certain other employees, provides that the Company will indemnify the individual to the fullest extent permitted by law for claims arising in his or her capacity as a director, officer, employee or agent of the Company, provided that he or she acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the Company’s best interests and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In the event that the Company does not assume the defense of a claim against a director or officer or other employee, the Company is required to advance his or her expenses in connection with his or her defense, provided that he or she undertakes to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified by the Company.

The foregoing summary of the Company’s standard indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company is also reporting the following events, each of which occurred on December 3, 2010 and is described in more detail below:

• the Compensation Committee (the “Compensation Committee”) of the Board approved the 2011 annual base salaries for the Company’s executive officers, including the Company’s named executive officers and Harpreet S. Grewal, the Company’s Executive Vice President, Chief Financial Officer and Treasurer;

• the Compensation Committee adopted the Company’s 2011 Executive Cash Incentive Bonus Plan (the “2011 Bonus Plan”);

• the Company entered into Executive Severance Agreements (the “Executive Severance Agreements”) with the Company’s executive officers, including the Company’s named executive officers and Mr. Grewal, following approval of the Executive Severance Agreements by the Compensation Committee; and

• the Company entered into a Retention Agreement (the “Retention Agreement”) with Nancie G. Freitas, the Company’s Vice President and Chief Marketing Officer, following approval of the Retention Agreement by the Compensation Committee.

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Base Salaries of Named Executive Officers

On December 3, 2010, the Compensation Committee approved the 2011 annual base salaries for the Company’s executive officers, including the Company’s named executive officers and Mr. Grewal. The following table sets forth the 2011 annual base salary for each of the Company’s named executive officers and Mr. Grewal:

Name(1)	Title	Base Salary
Gail F. Goodman	Chairman, President and Chief Executive Officer	$	400,000
Ellen M. Brezniak	Senior Vice President, Product Strategy	$	270,000
Nancie G. Freitas	Vice President and Chief Marketing Officer	$	260,000
Harpreet S. Grewal(2)	Executive Vice President, Chief Financial Officer and Treasurer	$	300,000
John J. Walsh, Jr	Senior Vice President, Engineering and Operations	$	265,000

(1)	Steven R. Wasserman served as the Company’s Vice President and Chief Financial Officer until his resignation on March 31, 2010 under the terms of the Transition Agreement, dated December 1, 2009, between the Company and Mr. Wasserman.
(2)	Mr. Grewal’s base salary for 2011 was set forth in the Letter Agreement, dated as of May 25, 2010, between the Company and Mr. Grewal.

2011 Executive Cash Incentive Bonus Plan

On December 3, 2010, the Compensation Committee adopted the 2011 Bonus Plan for its executive officers, including the Company’s named executive officers and Mr. Grewal. Amounts payable under the 2011 Bonus Plan to the Company’s executive officers are calculated as a percentage of the applicable executive officer’s 2011 annual base salary described above.

The following table sets forth the target bonus percentage under the 2011 Bonus Plan, as a percentage of 2011 annual base salary, for each of the Company’s named executive officers and Mr. Grewal:

Name	Target Bonus Percentage
Gail F. Goodman		100	%
Ellen M. Brezniak		50	%
Nancie G. Freitas		50	%
Harpreet S. Grewal (a)		67	%
John J. Walsh, Jr.		45	%

(a) Mr. Grewal’s target bonus percentage for 2011 was set forth in the Letter Agreement, dated as of May 25, 2010, between the Company and Mr. Grewal.

Under the 2011 Bonus Plan, the Company’s executive officers (other than Ms. Goodman and the Company’s Vice President and General Manager, Event Marketing) are eligible to receive pro rata quarterly cash incentive bonus payments based on the achievement of quarterly corporate financial and customer satisfaction targets and the achievement of quarterly individual performance goals, with 80% of the

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target incentive cash bonus being allocated to the quarterly corporate financial and customer satisfaction targets and 20% of the target incentive cash bonus being allocated to the quarterly individual performance goals.

For Ms. Goodman, the 2011 Bonus Plan provides for pro rata quarterly cash incentive bonus payments based on the achievement of quarterly corporate financial and customer satisfaction targets and an annual bonus based on the achievement of an annual corporate operating target, with 80% of the target incentive cash bonus being allocated to the quarterly corporate financial and customer satisfaction targets and 20% of the target incentive cash bonus being allocated to the annual corporate operating target.

For the Company’s Vice President and General Manager, Event Marketing, the 2011 Bonus Plan provides for pro rata quarterly cash incentive bonus payments based on the achievement of quarterly corporate financial and customer satisfaction targets and the achievement of quarterly individual performance goals and an annual bonus based on the achievement of annual financial and operating targets related to the Company’s event marketing business unit, with 45% of the target incentive cash bonus being allocated to the quarterly corporate financial and customer satisfaction targets, 15% of the target incentive cash bonus being allocated to the quarterly individual performance goals and 40% of the target incentive cash bonus being allocated to the annual financial and operating targets related to the Company’s event marketing business unit.

Quarterly Corporate Financial and Customer Satisfaction Targets

The quarterly corporate financial and customer satisfaction targets under the 2011 Bonus Plan are based on three corporate metrics: (i) quarterly revenue growth (“QRG”), (ii) adjusted earnings before interest, taxes, depreciation and amortization as a percentage of revenue (“Adjusted EBITDA Margin”), and (iii) customer satisfaction survey results (“Customer Satisfaction”).

The quarterly QRG and Adjusted EBITDA Margin targets are established by the Board as part of the budgeting process and approved by the Compensation Committee. As of the filing of this Current Report on Form 8-K, the Compensation Committee has not yet approved the quarterly QRG and Adjusted EBITDA Margin targets for the 2011 Bonus Plan. The quarterly Customer Satisfaction targets for the 2011 Bonus Plan have been established by the Compensation Committee.

For the Company’s executive officers (other than the Company’s Vice President and General Manager, Event Marketing), 40% of the target incentive cash bonus is allocated to the QRG metric, 15% of the target incentive cash bonus is allocated to the Adjusted EBITDA Margin metric, and 25% of the target incentive cash bonus is allocated to the Customer Satisfaction metric. For the Company’s Vice President and General Manager, Event Marketing, 25% of the target incentive cash bonus is allocated to the QRG metric, 10% of the target incentive cash bonus is allocated to the Adjusted EBITDA Margin metric, and 10% of the target incentive cash bonus is allocated to the Customer Satisfaction metric.

Bonus payments to be made to an executive related to the QRG metric will be based on the following levels of achievement, as a percentage of the quarterly target QRG:

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	Less																																				140%
Achievement	than																																				and
Level	85%			85%			90%			95%			100%			105%			110%			115%			120%			125%			130%			135%			Greater
Payout Percentage:		0	%		60	%		73	%		87	%		100	%		125	%		150	%		175	%		200	%		225	%		250	%		275	%		300	%

Bonus payments for achievement between the levels described in the table above will be made on a pro rata basis.

Bonus payments will be made to any executive based on the quarterly Adjusted EBITDA Margin metric if the quarterly Adjusted EBITDA Margin achieved by the Company is at least equal to one percentage point below the quarterly target Adjusted EBITDA Margin, in which event the executive will be eligible to receive 95% of the bonus allocated to the Adjusted EBITDA Margin metric. No payment will be made if the quarterly achievement level is more than one percentage point below the quarterly target Adjusted EBITDA Margin. In the event that the quarterly Adjusted EBITDA Margin achieved by the Company is one percentage point or more above the quarterly target Adjusted EBITDA Margin, the executive will be eligible to receive 105% of the bonus allocated to the Adjusted EBITDA Margin metric. Bonus payments for achievement between the two Adjusted EBITDA Margin thresholds will be made on a pro rata basis.

Bonus payments to be made to any executive based on the quarterly Customer Satisfaction metric will be paid at 100% of the target payment if the quarterly Customer Satisfaction target is achieved. For achievement levels below the quarterly Customer Satisfaction target, the bonus payment will be reduced by 25% for every percentage point of under-achievement below the target up to a maximum of three percentage points below the target. No payment will be made if the quarterly achievement level is more than three percentage points below the quarterly Customer Satisfaction target. For achievement levels above the quarterly Customer Satisfaction target, the bonus payment will be increased by 25% for every percentage point above the target up to a maximum of four percentage points above the target.

Quarterly Individual Performance Goals

The quarterly individual performance goals for each of the executive officers will be established by Ms. Goodman and will be tied to the particular area of expertise of the executive and his or her performance in attaining those objectives relative to external forces, internal resources utilized and overall individual effort. Under the 2011 Bonus Plan, Ms. Goodman will establish the quarterly individual performance goals for each executive officer using the foregoing criteria at the beginning of each quarter of 2011. As of the filing of this Current Report on Form 8-K, Ms. Goodman has not established the quarterly individual performance goals for the named executive officers or Mr. Grewal for 2011.

Annual Corporate Operating Target

For Ms. Goodman, the annual corporate operating target under the 2011 Bonus Plan is based on a metric that reflects the Company’s multi-product initiatives (“Multi-Product”). The Multi-Product target is established by the Board as part of the budgeting process and approved by the Compensation Committee. As of the filing of this Current Report on Form 8-K, the Compensation Committee has not yet approved the annual Multi-Product target for the 2011 Bonus Plan.

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Annual Event Marketing Business Unit Financial and Operating Targets

For the Company’s Vice President, Event Marketing, the annual financial and operating targets under the 2011 Bonus Plan related to the Company’s event marketing business unit are based on two metrics: (i) annual revenue of the Company’s event marketing business unit (“EVM BU Revenue”) and (ii) year-end customer count of the Company’s event marketing product (“EVM Customer Count”), with 15% of the target incentive cash bonus being allocated to the EVM BU Revenue metric and 25% of the target incentive cash bonus being allocated to the EVM Customer Count metric.

The annual EVM BU Revenue and EVM Customer Count targets are established by the Board as part of the budgeting process and approved by the Compensation Committee. As of the filing of this Current Report on Form 8-K, the Compensation Committee has not yet approved the annual EVM BU Revenue and EVM Customer Count targets for the 2011 Bonus Plan.

Executive Severance Agreements

On December 3, 2010, the Company entered into the Executive Severance Agreements with the Company’s executive officers, including each of Ms. Goodman, Ms. Brezniak, Ms. Freitas, Mr. Grewal and Mr. Walsh, following approval of the Executive Severance Agreements by the Compensation Committee.

Under the terms of the Executive Severance Agreements, if an executive’s employment with the Company is terminated by the Company without “Cause” or by the executive for “Good Reason,” the Company will:

• pay to the executive in a lump sum (i) any unpaid base salary of the executive, (ii) any accrued but unused and unpaid vacation pay of the executive, (iii) any earned and unpaid bonuses of the executive, and (iv) the amount of any unpaid compensation previously deferred by the executive (together with any accrued interest or earnings thereon), in each case through the date of termination (collectively, the “Accrued Obligations”);

• continue to provide to the executive in accordance with the Company’s ordinary payroll practices, the executive’s base salary for a period of time after the date of termination equal to 12 months (the “Severance Period”);

• if and while the executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Internal Revenue Code of 1986 (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

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• to the extent not previously paid or provided, the Company will timely pay or provide to the executive any other amounts or benefits required to be paid or provided or which the executive is eligible to receive following the executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

The obligations of the Company to provide the foregoing severance and other benefits (other than the Accrued Obligations) is conditioned upon the executive’s execution of a release of claims in the form provided by the Company, and the timing of payments to the executive will be adjusted by the Company to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and guidance thereunder.

If the executive’s employment is terminated by the Company for “Cause,” by the executive other than for “Good Reason” or as a result of the executive’s death or “Disability,” then the Company will pay the executive (or the executive’s estate, if applicable), in a lump sum in cash within 30 days after the date of termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company will comply with the terms of any plan or program under which the executive previously deferred compensation and will timely pay or provide to the executive (or the executive’s estate, if applicable) the Other Benefits to which the executive remains eligible under such termination of employment.

As defined in the Executive Severance Agreements:

• “Cause” means (a) the executive’s willful misconduct, (b) the executive’s material failure to perform the executive’s reasonably assigned duties and responsibilities to the Company, (c) any breach by the executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Board, which determination shall be conclusive. The executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the executive’s employment, that termination for Cause would have been warranted.

• “Good Reason” means (a) a material diminution in the executive’s authority, duties or responsibilities, as in effect as of the effective date of the applicable executive Severance Agreement; (b) a material diminution in the executive’s base salary as in effect on the effective date of the applicable Executive Severance Agreement or as the same was or may be increased thereafter from time to time except to the extent that such reduction affects all executive officers of the Company to a comparable extent; (c) a material change by the Company in the geographic location at which the executive performs the executive’s principal duties for the Company; or (d) any action or inaction by the Company that constitutes a material breach of the applicable Executive Severance Agreement.

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• “Disability” means the executive’s absence from the full-time performance of the executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the executive or the executive’s legal representative.

The Executive Severance Agreements replace, in their entirety, the severance arrangements that were in effect with the Company’s executive officers, including the Company’s named executive officers and Mr. Grewal but excluding Christopher M. Litster, the Company’s Vice President and General Manager, Event Marketing. The prior severance arrangements for the Company’s executive officers other than Messrs. Grewal and Litster provided for six months of severance benefits; Mr. Grewal’s prior severance arrangement provided for 12 months of severance benefits and Mr. Litster did not have any severance arrangement.

Consistent with Mr. Grewal’s existing severance arrangement, Mr. Grewal’s Executive Severance Agreement provides that no act or failure to act by Mr. Grewal shall be considered willful unless it is done, or omitted to be done, in bad faith or without a reasonable belief by Mr. Grewal that Mr. Grewal’s actions or omissions were in the best interests of the Company.

The foregoing summary of the Executive Severance Agreements does not purport to be complete and is qualified in its entirety by reference to the Executive Severance Agreements, copies of which are filed as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11 to this Current Report on Form 8-K.

Retention Agreement

On December 3, 2010, the Company entered into the Retention Agreement with Ms. Freitas, following approval of the Retention Agreement by the Compensation Committee. Under the terms of the Retention Agreement, in exchange for Ms. Freitas’s performance of additional duties and responsibilities related to the Company’s search for and hiring (or designation) of a new, full-time Senior Vice President, Sales & Marketing, Ms. Freitas will receive a retention bonus of $100,000 (the “Retention Bonus”) on the date that is six months after the date on which the Company hires or formally designates a new, full-time Senior Vice President, Sales & Marketing, provided that if the Company does not hire or formally designate a new, full-time Senior Vice President, Sales & Marketing on or prior to December 31, 2011, the Retention Bonus will be payable on December 31, 2011, in each case subject to Ms. Freitas’s continuous employment with the Company through the date on which the Retention Bonus becomes payable.

If Ms. Freitas’s employment with the Company is terminated by the Company, other than for “Cause”, prior to the date on which the Retention Bonus otherwise becomes payable, Ms. Freitas will receive the full Retention Bonus in her final paycheck. If Ms. Freitas’s employment is terminated by the Company for “Cause” or by Ms. Freitas for any reason prior to the date on which the Retention Bonus becomes payable, Ms. Freitas will not receive any portion of the Retention Bonus.

The Retention Agreement defines “Cause” as Ms. Freitas’s willful misconduct or Ms. Freitas’s material failure to perform her responsibilities to the Company (including, without limitation, any material failure by Ms. Freitas to perform the additional duties and responsibilities described in the Retention Agreement or any breach by Ms. Freitas of any provision of any employment, consulting, advisory, nondisclosure,

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non-competition or other similar agreement between the Company and Ms. Freitas or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading), as determined by the Company, which determination shall be conclusive. Ms. Freitas’s employment shall be considered to have been terminated for “Cause” if the Company determines, within 30 days after the termination of Ms. Freitas’s employment, that termination for “Cause” was warranted.

The foregoing summary of the Retention Agreement does not purport to be complete and is qualified in its entirety by reference to the Retention Agreement, a copy of which is filed as Exhibit 10.12 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

     See Exhibit Index hereto.

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SIGNATURE

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 hereunto duly authorized.

	CONSTANT CONTACT, INC.
Date: December 6, 2010	By:	/s/ Robert P. Nault
		Robert P. Nault
		Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.			Description
	10.1	(1)	Form of Director and Officer Indemnification Agreement
	10.2		Executive Severance Agreement, dated as of December 3, 2010, between the Company and Gail F. Goodman
	10.3		Executive Severance Agreement, dated as of December 3, 2010, between the Company and Ellen M. Brezniak
	10.4		Executive Severance Agreement, dated as of December 3, 2010, between the Company and Nancie G. Freitas
	10.5		Executive Severance Agreement, dated as of December 3, 2010, between the Company and Harpreet S. Grewal
	10.6		Executive Severance Agreement, dated as of December 3, 2010, between the Company and John J. Walsh, Jr.
	10.7		Executive Severance Agreement, dated as of December 3, 2010, between the Company and Eric S. Groves
	10.8		Executive Severance Agreement, dated as of December 3, 2010, between the Company and Thomas C. Howd
	10.9		Executive Severance Agreement, dated as of December 3, 2010, between the Company and Christopher M. Litster
	10.10		Executive Severance Agreement, dated as of December 3, 2010, between the Company and Robert P. Nault
	10.11		Executive Severance Agreement, dated as of December 3, 2010, between the Company and Robert D. Nicoson
	10.12		Retention Agreement, dated as of December 3, 2010, between the Company and Nancie G. Freitas

(1) Incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (Registration Number 333-144381), filed with the Securities and Exchange Commission.

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EX-10.2

Exhibit 10.2

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and Gail F. Goodman (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to

the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

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                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until

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the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral

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within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of the later of the first payroll beginning after the

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Effective Release Date and the period provided in Section 4.3, provided that if the 60-day deadline for the effectiveness of the Employee Release ends in the calendar year following the Date of Termination, then such payments and benefits will begin or be paid no earlier than January 1 of such subsequent calendar year.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any

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amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of

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the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt and without limiting the foregoing, the Offer Letter, dated as of April 14, 1999, between the Executive and the Company, as amended December 9, 2008 (the “Offer Letter”), shall survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its original terms; provided, however, the provisions of the Offer Letter relating to severance and post-employment medical, health and/or dental benefits (including, without limitation, paragraph five under “Compensation” of the Offer Letter) shall be superseded hereby in their entirety and shall hereafter cease to be of any force or effect and the Executive shall not be entitled to any such severance or benefits under the Offer Letter, including (without limitation) in connection with the termination of the Executive’s employment as a result of Disability. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Robert P. Nault
	Name:	Robert P. Nault
	Title:	Vice President and General Counsel
	Date:	December 3, 2010

EXECUTIVE: Gail F. Goodman
Signature: /s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Date:	December 3, 2010

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EX-10.3

Exhibit 10.3

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and Ellen Brezniak (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to

the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

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                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until

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the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral

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within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of the later of the first payroll beginning after the

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Effective Release Date and the period provided in Section 4.3, provided that if the 60-day deadline for the effectiveness of the Employee Release ends in the calendar year following the Date of Termination, then such payments and benefits will begin or be paid no earlier than January 1 of such subsequent calendar year.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any

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amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of

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the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt and without limiting the foregoing, the Offer Letter, dated as of August 24, 2006, between the Executive and the Company, as amended December 9, 2008 (the “Offer Letter”) shall survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its original terms; provided, however, the provisions of the Offer Letter relating to severance and post-employment medical, health and/or dental benefits (including, without limitation, paragraph seven under “Terms and Conditions of Offer” of the Offer Letter) shall be superseded hereby in their entirety and shall hereafter cease to be of any force or effect and the Executive shall not be entitled to any such severance or benefits under the Offer Letter, including (without limitation) in connection with the termination of the Executive’s employment as a result of Disability. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	President and Chief Executive Officer
	Date:	December 3, 2010
EXECUTIVE: Ellen Brezniak
Signature:  /s/ Ellen Brezniak
	Name:	Ellen Brezniak
	Date:	December 3, 2010

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EX-10.4

Exhibit 10.4

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and Nancie G. Freitas (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to

the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

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                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until

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the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral

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within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of the later of the first payroll beginning after the

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Effective Release Date and the period provided in Section 4.3, provided that if the 60-day deadline for the effectiveness of the Employee Release ends in the calendar year following the Date of Termination, then such payments and benefits will begin or be paid no earlier than January 1 of such subsequent calendar year.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any

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amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of

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the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt and without limiting the foregoing, each of the Offer Letter, dated as of November 17, 2005, between the Executive and the Company, as amended December 9, 2008 (the “Offer Letter”) and the Retention Bonus Agreement, dated as of December 3, 2010, between the Executive and the Company shall survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its original terms; provided, however, the provisions of the Offer Letter relating to severance and post-employment medical, health and/or dental benefits (including, without limitation, the seventh bullet of the second paragraph of the Offer Letter) shall be superseded hereby in their entirety and shall hereafter cease to be of any force or effect and the Executive shall not be entitled to any such severance or benefits under the Offer Letter, including (without limitation) in connection with the termination of the Executive’s employment as a result of Disability. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	President and Chief Executive Officer
	Date:	December 3, 2010
EXECUTIVE:
Signature:  /s/ Nancie G. Freitas
	Name:	Nancie G. Freitas
	Date:	December 3, 2010

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EX-10.5

Exhibit 10.5

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and Harpreet S. Grewal (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. No act or failure to act by the Executive shall be considered willful unless it is done, or omitted to be done, in bad faith or without a reasonable belief by the Executive that the Executive’s actions or omissions were in the best interests of the Company. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

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                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the

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Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning

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of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in

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which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of such 60^th day if the Employee Release becomes effective on or prior to such 60^th day.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

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     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

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          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt and without limiting the foregoing, the Offer Letter, dated as of May 25, 2010, between the Executive and the Company (the “Offer Letter”) shall survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its original terms; provided, however, the provisions of the Offer Letter relating to severance and post-employment medical, health and/or dental benefits (including, without limitation, paragraph 5 of the Offer Letter) shall be superseded hereby in their entirety and shall hereafter cease to be of any force or effect and the Executive shall not be entitled to any such severance or benefits under the Offer Letter, including (without limitation) in connection with the termination of the Executive’s employment as a result of Disability. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as

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counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	President and Chief Executive Officer
	Date:	December 3, 2010

EXECUTIVE:
Signature:	/s/ Harpreet S. Grewal
	Name:	Harpreet S. Grewal
	Date:	December 3, 2010

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EX-10.6

Exhibit 10.6

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and John J. Walsh, Jr. (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to

the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

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                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until

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the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral

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within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of the later of the first payroll beginning after the

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Effective Release Date and the period provided in Section 4.3, provided that if the 60-day deadline for the effectiveness of the Employee Release ends in the calendar year following the Date of Termination, then such payments and benefits will begin or be paid no earlier than January 1 of such subsequent calendar year.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any

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amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of

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the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt and without limiting the foregoing, the Offer Letter, dated as of September 3, 2008, between the Executive and the Company, as amended December 9, 2008 (the “Offer Letter”) shall survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its original terms; provided, however, the provisions of the Offer Letter relating to severance and post-employment medical, health and/or dental benefits (including, without limitation, paragraph seven under “Terms and Conditions of Offer” of the Offer Letter) shall be superseded hereby in their entirety and shall hereafter cease to be of any force or effect and the Executive shall not be entitled to any such severance or benefits under the Offer Letter, including (without limitation) in connection with the termination of the Executive’s employment as a result of Disability. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	President and Chief Executive Officer
	Date:	December 3, 2010

EXECUTIVE: John J. Walsh, Jr.
Signature:	/s/ John J. Walsh, Jr.
	Name:	John J. Walsh, Jr.
	Date:	December 3, 2010

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EX-10.7

Exhibit 10.7

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and Eric S. Groves (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to

the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

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                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until

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the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral

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within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of the later of the first payroll beginning after the

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Effective Release Date and the period provided in Section 4.3, provided that if the 60-day deadline for the effectiveness of the Employee Release ends in the calendar year following the Date of Termination, then such payments and benefits will begin or be paid no earlier than January 1 of such subsequent calendar year.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any

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amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of

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the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt and without limiting the foregoing, the Offer Letter, dated as of December 12, 2000, between the Executive and the Company, as amended December 9, 2008 (the “Offer Letter”), shall survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its original terms; provided, however, the provisions of the Offer Letter relating to severance and post-employment medical, health and/or dental benefits (including, without limitation, paragraph five under “Compensation” of the Offer Letter) shall be superseded hereby in their entirety and shall hereafter cease to be of any force or effect and the Executive shall not be entitled to any such severance or benefits under the Offer Letter, including (without limitation) in connection with the termination of the Executive’s employment as a result of Disability. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	President and Chief Executive Officer
	Date:	December 3, 2010

EXECUTIVE Eric S. Groves
Signature:	/s/ Eric S. Groves
	Name:	Eric S. Groves
	Date:	December 3, 2010

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EX-10.8

Exhibit 10.8

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and Thomas C. Howd (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to

the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

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                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until

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the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral

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within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of the later of the first payroll beginning after the

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Effective Release Date and the period provided in Section 4.3, provided that if the 60-day deadline for the effectiveness of the Employee Release ends in the calendar year following the Date of Termination, then such payments and benefits will begin or be paid no earlier than January 1 of such subsequent calendar year.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any

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amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of

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the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt and without limiting the foregoing, the Offer Letter, dated as of May 22, 2001, between the Executive and the Company, as amended December 9, 2008 (the “Offer Letter”), shall survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its original terms; provided, however, the provisions of the Offer Letter relating to severance and post-employment medical, health and/or dental benefits (including, without limitation, paragraph five under “Compensation” of the Offer Letter) shall be superseded hereby in their entirety and shall hereafter cease to be of any force or effect and the Executive shall not be entitled to any such severance or benefits under the Offer Letter, including (without limitation) in connection with the termination of the Executive’s employment as a result of Disability. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	President and Chief Executive Officer
	Date:	December 3, 2010

EXECUTIVE: Thomas C. Howd
Signature:	/s/ Thomas C. Howd
	Name:	Thomas C. Howd
	Date:	December 3, 2010

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EX-10.9

Exhibit 10.9

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and Christopher M. Litster (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to

the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

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                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until

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the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral

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within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of the later of the first payroll beginning after the

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Effective Release Date and the period provided in Section 4.3, provided that if the 60-day deadline for the effectiveness of the Employee Release ends in the calendar year following the Date of Termination, then such payments and benefits will begin or be paid no earlier than January 1 of such subsequent calendar year.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any

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amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of

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the subject matter contained herein is hereby terminated and cancelled. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	President and Chief Executive Officer
	Date:	December 3, 2010

EXECUTIVE:   Christopher M. Litster
Signature:	/s/ Christopher M. Litster
	Name:	Christopher M. Litster
	Date:	December 3, 2010

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EX-10.10

Exhibit 10.10

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and Robert P. Nault (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to

the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

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                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until

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the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral

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within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of the later of the first payroll beginning after the

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Effective Release Date and the period provided in Section 4.3, provided that if the 60-day deadline for the effectiveness of the Employee Release ends in the calendar year following the Date of Termination, then such payments and benefits will begin or be paid no earlier than January 1 of such subsequent calendar year.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any

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amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of

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the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt and without limiting the foregoing, the Offer Letter, dated as of March 7, 2007, between the Executive and the Company, as amended December 9, 2008 (the “Offer Letter”) shall survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its original terms; provided, however, the provisions of the Offer Letter relating to severance and post-employment medical, health and/or dental benefits (including, without limitation, paragraph seven under “Terms and Conditions of Offer” of the Offer Letter) shall be superseded hereby in their entirety and shall hereafter cease to be of any force or effect and the Executive shall not be entitled to any such severance or benefits under the Offer Letter, including (without limitation) in connection with the termination of the Executive’s employment as a result of Disability. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	President and Chief Executive Officer
	Date:	December 3, 2010
EXECUTIVE: Robert P. Nault
Signature: /s/ Robert P. Nault
	Name:	Robert P. Nault
	Date:	December 3, 2010

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EX-10.11

Exhibit 10.11

EXECUTIVE SEVERANCE AGREEMENT

     THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) by and among Constant Contact, Inc., a Delaware corporation (the “Company”), and Robert D. Nicoson (the “Executive”) is made as of December 3, 2010 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Constant Contact, Inc. and any of its present or future parent, subsidiary or other affiliated companies.

     WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event the Executive’s employment with the Company is terminated under certain circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive’s remaining in the Company’s employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below.

     1. Key Definitions.

          1.1. “Cause” means (a) the Executive’s willful misconduct, (b) the Executive’s material failure to perform the Executive’s reasonably-assigned duties and responsibilities to the Company, (c) any breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and the Executive or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading, or (d) the Executive’s conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) with respect to the Executive’s employment, any misdemeanor that is materially injurious to the Company, in each case (a) through (d), as determined by the Company’s Board of Directors (the “Board”) in accordance with Section 5.1, which determination shall be conclusive. The Executive’s employment shall be considered to have been terminated for Cause if the Board determines, within 30 days after the termination of the Executive’s employment, that termination for Cause would have been warranted.

          1.2. “Code” means the Internal Revenue Code of 1986, as amended.

          1.3. “Disability” means the Executive’s absence from the full-time performance of the Executive’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

          1.4. “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following events or circumstances:

               (a) a material diminution in the Executive’s authority, duties or responsibilities, as in effect as of the Effective Date;

               (b) a material diminution in the Executive’s base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time except to

the extent that such reduction affects all executive officers of the Company to a comparable extent;

               (c) a material change by the Company in the geographic location at which the Executive performs the Executive’s principal duties for the Company; or

               (d) any action or inaction by the Company that constitutes a material breach of this Agreement.

Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (a) through (d) of this Section 1.4 or anything else to the contrary in this Agreement, no such event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Executive in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Executive shall have delivered to the Company a Notice of Termination that (in addition to satisfying the requirements of Section 3.2) specifies that the Executive is terminating the Executive’s employment with the Company for Good Reason and describes in reasonable detail the event or circumstance alleged to constitute Good Reason and (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such Notice of Termination. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the foregoing clause (y), the Notice of Termination for Good Reason given by the Executive shall become effective, and the Executive’s employment will end, on the later of such 30th day or the Date of Termination specified in such Notice of Termination.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of its obligations under this Agreement following a termination of the Executive’s employment (the “Term”).

     3. Employment Status; Termination of Employment.

          3.1. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Company or the Executive from terminating the Executive’s employment at any time.

          3.2. Termination of Employment.

               (a) Any termination of the Executive’s employment by the Company or by the Executive (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7.1. Any Notice of Termination shall:

                    (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice,

                    (ii) to the extent applicable (including as set forth in the last paragraph of Section 1.4), set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated,

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                    (iii) specify the Date of Termination (as defined below), and

                    (iv) if a Notice of Termination for Good Reason, otherwise comply with the last paragraph of Section 1.4.

               (b) Subject to the last paragraph of Section 1.4 in the case of the Executive’s resignation for Good Reason, the effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination, provided that the Company may require the Executive to refrain from working at his or her office during the notice period), in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be; provided, however, that if the Executive is resigning the Executive’s employment other than for Good Reason, the Company may elect to accept such resignation prior to the date specified in the Executive’s notice and the Date of Termination shall be the date the Company notifies the Executive of such acceptance.

               (c) Except as set forth in the last paragraph of Section 1.4, the failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     4. Benefits to Executive.

          4.1. Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:

               (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);

               (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;

               (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until

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the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and

               (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

          4.2. Termination for Cause; Resignation Without Good Reason; Termination for Death or Disability. If the Company terminates the Executive’s employment with the Company for Cause, the Executive voluntarily resigns other than for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, in each case during the Term, then the Company shall pay the Executive (or the Executive’s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations. In addition, the Company shall comply with the terms of any plan or program under which the Executive previously deferred compensation and will timely pay or provide to the Executive (or the Executive’s estate, if applicable) the Other Benefits to which the Executive remains eligible under such termination of employment.

          4.3. Payments Subject to Section 409A.

               (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1:

                    (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

                    (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1.

                    (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:

                         (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral

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within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                         (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs.

               (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

               (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

               (d) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

          4.4. Release. The obligation of the Company to make the payments to the Executive under Section 4.1 above (other than under Section 4.1(a)) is conditioned upon the Executive’s signing a release of claims in the form then provided by the Company (the “Employee Release”) and upon the Employee Release’s becoming effective in accordance with its terms within 60 days following the Date of Termination (the “Effective Release Date”). Payment will be made or commence as of the later of the first payroll beginning after the

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Effective Release Date and the period provided in Section 4.3, provided that if the 60-day deadline for the effectiveness of the Employee Release ends in the calendar year following the Date of Termination, then such payments and benefits will begin or be paid no earlier than January 1 of such subsequent calendar year.

          4.5. Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.

     5. Disputes.

          5.1. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board, which determination shall be conclusive, and shall be in writing in accordance with Section 7.1. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in accordance with Section 7.1 and shall set forth, in reasonable detail, the reasons for the denial and the provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be resolved in accordance with Section 5.2 below.

          5.2. Consent to Jurisdiction. The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and consents to service of process in accordance with Section 7.1 in any such action, suit or proceeding, (ii) waives any objection to the laying of venue of any such action, suit or proceeding in the courts of the Commonwealth of Massachusetts or the United States of America located in the Commonwealth of Massachusetts, and (iii) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     6. Successors.

          6.1. Successor to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise, except where the context otherwise requires.

          6.2. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any

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amount would still be payable to the Executive or the Executive’s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice.

          7.1. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight courier service, in each case addressed to: (i) if to the Company, to the Company’s then-current principal executive offices, attention: General Counsel and (ii) if to the Executive, to the Executive at the Executive’s address indicated on the personnel records of the Company (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith).

          7.2. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

          8.1. 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, which shall remain in full force and effect.

          8.2. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.3. Waivers. No waiver by the parties at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

          8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          8.5. Tax Withholding. Any payments provided for hereunder shall be paid reduced by any applicable tax withholding required under federal, state or local law.

          8.6. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of

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the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt and without limiting the foregoing, the Offer Letter, dated as of May 20, 2008, between the Executive and the Company, as amended December 9, 2008 (the “Offer Letter”) shall survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its original terms; provided, however, the provisions of the Offer Letter relating to severance and post-employment medical, health and/or dental benefits (including, without limitation, paragraph seven under “Terms and Conditions of Offer” of the Offer Letter) shall be superseded hereby in their entirety and shall hereafter cease to be of any force or effect and the Executive shall not be entitled to any such severance or benefits under the Offer Letter, including (without limitation) in connection with the termination of the Executive’s employment as a result of Disability. Nothing in this Agreement shall modify, amend or alter, in any manner, any stock option, restricted stock or other equity incentive arrangement or any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, to which the Executive is a party. The Executive shall not be entitled to any severance or similar benefits in excess of the benefits the Executive is owed under this Agreement. To the extent that, at the time of termination of the Executive’s employment, any laws or regulations of the United States or of any state thereof would provide for the payment of severance or a similar benefit in addition to, or in excess of, the amounts the Executive would otherwise be owed under this Agreement, the benefits that the Executive is owed under this Agreement shall be reduced to an amount such that the sum of such reduced amount and the amount the Executive is entitled to receive pursuant to any such laws or regulations is equal to the amount that would have been payable under this Agreement but for the operation of this sentence.

          8.7. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.

          8.8. Executive’s Acknowledgements. The Executive acknowledges that the Executive (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company’s outside and in-house counsel are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive.

          8.9. Usage. All references herein to “Sections” shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY: CONSTANT CONTACT, INC.
By:	/s/ Gail F. Goodman
	Name:	Gail F. Goodman
	Title:	President and Chief Executive Officer
	Date:	December 3, 2010
EXECUTIVE: Robert D. Nicoson
Signature: /s/ Robert D. Nicoson
	Name:	Robert D. Nicoson
	Date:	December 3, 2010

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EX-10.12

Exhibit 10.12

December 3, 2010

Nancie G. Freitas
Vice President and Chief Marketing Officer
Constant Contact, Inc.
1601 Trapelo Road
Waltham, Massachusetts 02451

Re:     Retention Bonus

Dear Nancie:

     Constant Contact, Inc. (the “Company”) is pleased to offer you a retention bonus in the amount of $100,000.00 (the “Retention Amount”), on the terms and conditions described in this letter. Please confirm your agreement to the terms and conditions described in this letter by signing in the space provided below and returning a signed copy of this letter to the undersigned.

     1. Performance of Additional Duties. The Company’s offer to pay you the Retention Amount is conditioned upon your agreement to perform the additional duties and responsibilities described on Schedule 1 hereto until the date that is six months after the date on which the Company hires or formally designates a new, full-time Senior Vice President, Sales & Marketing (the “Payment Date”), provided, however, if the Company does not hire or formally designate a new, full-time Senior Vice President, Sales & Marketing on or prior to December 31, 2011, “Payment Date” shall mean December 31, 2011.

     2. Payment of Retention Amount. The Retention Amount will be paid in cash in a lump sum on the Payment Date, provided that you remain continuously employed with the Company through the Payment Date. Notwithstanding the foregoing, if, prior to the Payment Date, the Company terminates your employment, other than for Cause (as defined below), you will receive the full Retention Amount in your final paycheck, which will be issued in accordance with the Company’s ordinary payroll practices. If, prior to the Payment Date, your employment is terminated by the Company for Cause or by you for any reason, you will not be entitled to receive any portion of the Retention Amount. For the avoidance of doubt, this letter does not obligate the Company to commence or continue any search for, or hire or formally designate, a Senior Vice President, Sales & Marketing within any time period or at all, and the Company shall be free to delay, terminate or abandon its search, or refuse to hire or formally designate any candidate or all candidates, for any reason or no reason.

     3. Definition of Cause. As used in this letter, “Cause” means your willful misconduct or your material failure to perform your responsibilities to the Company (including, without limitation, any material failure by you to perform the duties and responsibilities described on Schedule 1 hereto or any breach by you of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and you or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct

1601 Trapelo Road, Waltham MA 02451
Phone 781.472.8100 • www.constantcontact.com

Nancie G. Freitas
December 3, 2010
Page 2

and Ethics and its written policies and procedures regarding sexual harassment, computer access and insider trading), as determined by the Company, which determination shall be conclusive. Your employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the termination of your employment, that termination for Cause was warranted.

     4. At-Will Employment. This letter shall not be construed as an agreement by the Company, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at-will, under which both the Company and you remain free to end your employment relationship for any or no reason, at any time, with or without notice. Similarly, nothing herein shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, nor does this letter represent all of the compensation payable to you for your services as an employee of the Company, which shall be determined under the Company’s personnel policies and any other written agreements you may have with the Company.

     5. Governing Law; Entire Agreement. This letter shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflict of law rules thereof. This letter constitutes the entire agreement and understanding between you and the Company regarding retention bonuses and supersedes all prior understandings and agreements, whether written or oral, regarding such subject matter.

     6. Expiration. This letter shall expire at such time as the Company shall have performed fully its obligations hereunder.

     Thank you for your continued contributions to the Company as we strive to deliver outstanding service to our customers and strong financial performance for our shareholders.

Sincerely,
/s/ Robert D. Nicoson
Robert D. Nicoson Vice President and Chief Human Resources Officer
ACCEPTED:	/s/ Nancie G. Freitas	DATE:	12/3/10
NAME:	Nancie G. Freitas

Schedule 1

Additional Duties and Responsibilities

• Leads the Company’s go-to-market strategy, including, but not limited to, the integrated business planning (IBP) component, until the Company hires or formally designates and integrates a new Senior Vice President, Sales & Marketing

• Takes an active leadership role as it relates to the shared responsibilities of Marketing and Global Market Development until the Company hires or formally designates and integrates a new Senior Vice President, Sales & Marketing

• Actively participates in and support the recruitment and selection process for the new Senior Vice President, Sales & Marketing

• Actively is involved and cooperates in the on-boarding and integration of the new Senior Vice President, Sales & Marketing

• Demonstrates overall leadership and support of the Company’s combined Sales & Marketing organization both before and after the Company hires or formally designates and integrates a new Senior Vice President, Sales & Marketing