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 4, 2008

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.)

Reservoir Place 1601 Trapelo Road, Suite 329 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):

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

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

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

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

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 8.01. Other Events
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Ex-99.1 Letter Agreement dated December 9, 2008 between the Company and Gail F. Goodman
Ex-99.2 Letter Agreement dated December 9, 2008 between the Company and Robert P. Nault
Ex-99.3 Letter Agreement dated December 9, 2008 between the Company and Steven R. Wasserman
Ex-99.4 Letter Agreement dated December 9, 2008 between the Company and Ellen Brezniak
Ex-99.5 Letter Agreement dated December 9, 2008 between the Company and Eric S. Groves

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

Base Salary of Named Executive Officers

     On December 4, 2008, the Compensation Committee of the Board of Directors of Constant Contact, Inc. (the “Company”) approved the 2009 base salaries for the Company’s executive officers, including all of the Company’s named executive officers. The following table sets forth the 2009 annual base salary for each of the Company’s named executive officers:

Name	Principal Position	Base Salary
Gail F. Goodman	Chairman, President and Chief	$350,000
	Executive Officer
Ellen Brezniak	Senior Vice President,	$230,000
	Product Strategy
Eric S. Groves	Senior Vice President, Worldwide	$220,000
	Strategy and Business Development
Robert P. Nault	Vice President and General Counsel	$220,000
Steven R. Wasserman	Vice President and Chief Financial	$250,000
	Officer

2009 Executive Cash Incentive Bonus Plan

     On December 4, 2008, the Compensation Committee of the Company’s Board of Directors also adopted the 2009 Executive Cash Incentive Bonus Plan (the “Bonus Plan”) for its executive officers, including all of the Company’s named executive officers. Amounts payable under the Bonus Plan to executive officers are calculated as a percentage of the applicable executive’s base salary. In the case of the Company’s executive officers other than Ms. Goodman, the Bonus Plan provides for pro rata quarterly cash incentive bonus payments, with corporate financial targets weighted at 70% and individual performance goals weighted at 30%. In the case of Ms. Goodman, the Bonus Plan provides for pro rata quarterly cash incentive bonus payments based on corporate financial targets and an annual bonus payment based on individual performance goals. For Ms. Goodman, the corporate financial targets are weighted at 80% and the individual performance goals are weighted at 20%. The target bonus percentage amount for each of the named executive officers other than Ms. Goodman is 40% of base salary. The target bonus percentage amount for Ms. Goodman is 100% of base salary.

     Corporate Financial Targets

     The quarterly corporate financial targets are based on two financial metrics: (i) average monthly revenue growth, or AMRG, and (ii) adjusted earnings before interest, taxes, depreciation and amortization as a percentage of revenue, or Adjusted EBITDA Margin. The quarterly financial targets are established by the Company’s Board of Directors and also approved by the Compensation Committee of the Board of Directors. For all named executive officers other than Ms. Goodman, in calculating the corporate financial target bonus 50 percentage points are based on the AMRG metric and 20 percentage points are based on the Adjusted EBITDA Margin metric. For Ms. Goodman, in calculating the corporate financial target bonus 56 percentage points are based on the AMRG metric and 24 percentage points are based on the Adjusted EBITDA Margin. No bonus payment

will be made to any executive based on the AMRG metric unless the quarterly AMRG achieved by the Company is at least 85% of the quarterly target amount, in which event the executive will be eligible to receive 60% of the bonus allocable to the AMRG metric. In the event the Company exceeds the minimum quarterly AMRG target amount, the executive will be eligible to receive an increase of approximately 2.65% in the bonus allocable to the AMRG metric for every percentage point by which the Company exceeds 85% of the target amount, up to a maximum of 140% of the AMRG target amount. No bonus payment will be made to any executive based on the quarterly Adjusted EBITDA Margin metric unless the quarterly Adjusted EBITDA Margin achieved by the Company is at least equal to one percentage point below the target Adjusted EBITDA Margin, in which event the executive will be eligible to receive 95% of the bonus allocable to the Adjusted EBITDA Margin metric. In the event that the quarterly Adjusted EBITDA Margin achieved by the Company is one percentage point above the target Adjusted EBITDA Margin, the executive will be eligible to receive 105% of the bonus allocable to the Adjusted EBITDA Margin metric. Bonus payments for achievement between the two Adjusted EBITDA Margin thresholds are made on a pro rata basis.

     Individual Performance Goals

     Individual performance goals for each of the executive officers, other than Ms. Goodman, will be established by Ms. Goodman and are 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 Bonus Plan, Ms. Goodman will establish the particular individual performance goals for each executive using the foregoing criteria at the beginning of each quarter of 2009. The Compensation Committee of the Company’s Board of Directors establishes the annual individual performance goals for Ms. Goodman. The individual performance goals for the named executive officers for the first quarter of 2009 have not been established as of the date of this filing. In addition, the Compensation Committee of the Company’s Board of Directors has not yet established Ms. Goodman’s individual performance goals for 2009.

Letter Agreements with Named Executive Officers

     On December 9, 2008, the Compensation Committee of the Company’s Board of Directors approved amendments to letter agreements with the Company’s named executive officers (collectively, the “Amendments”) in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. In the case of Ms. Goodman, Mr. Nault and Mr. Wasserman, the Amendments, among other things, modify the existing severance benefits by adding a definition of separation for good reason. In addition, in the case of Ms. Brezniak and Mr. Groves, the Amendments, among other things, provide for severance benefits in the case of termination without cause or separation for good reason. Accordingly, each of the Company’s named executive officers will be entitled to receive six months’ base salary and health insurance benefits in the event his or her employment is terminated without cause or he or she resigns for good reason. “Good reason” is defined to include (i) a material diminution in base salary, (ii) a material diminution in duties, authority or responsibility, (iii) a material relocation or (iv) a material breach of the letter agreements, as amended. The foregoing summary of the Amendments is subject to, and qualified in its entirety by the Amendments, copies of which are attached hereto as Exhibits 99.1 to 99.5 and incorporated herein by reference.

Item 8.01. Other Events

     On November 17, 2008, while it was permissible under the applicable securities laws for affiliates of the Company to purchase and sell securities of the Company, John Campbell, one of the Company’s directors, entered into a binding trading plan to sell up to 150,000 shares of common stock of the Company from February 17, 2009 through December 31, 2009. On December 3, 2008, while it was permissible under the applicable securities laws for affiliates of the Company to purchase and sell securities of the Company, Ms. Goodman entered into a binding trading plan to sell up to 100,000 shares

of common stock of the Company from March 4, 2009 through February 26, 2010. Mr. Campbell’s 10b5-1 Plan and Ms. Goodman’s 10b5-1 Plan are referred to collectively as the “10b5-1 Plans.”

     Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by a participant will be sold on a periodic basis without further direction from the participant in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in both cases include minimum sale price thresholds. Under the Company’s insider trading policy, trades will not occur under the 10b5-1 Plans until at least 90 days after the execution date of the applicable 10b5-1 Plan. In the case of Ms. Goodman’s 10b5-1 Plan, no sales may be executed during the period beginning 10 business days prior to the anticipated date of the Company’s quarterly earnings announcement and ending three business days following such announcement.

     Each of the 10b5-1 Plans is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Transactions made pursuant to the 10b5-1 Plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 plans of the Company’s officers or directors, nor to report modifications or terminations of the 10b5-1 Plans described above.

Item 9.01. Financial Statements and Exhibits

         (d)       Exhibits

                    The exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K.

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 10, 2008	By:	/s/ Robert P. Nault
		Robert P. Nault
		Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter Agreement dated December 9, 2008 between the Company and Gail F. Goodman
99.2	Letter Agreement dated December 9, 2008 between the Company and Robert P. Nault
99.3	Letter Agreement dated December 9, 2008 between the Company and Steven R. Wasserman
99.4	Letter Agreement dated December 9, 2008 between the Company and Ellen Brezniak, with the original offer letter dated August 24, 2006
99.5	Letter Agreement dated December 9, 2008 between the Company and Eric S. Groves, with the original offer letter dated December 12, 2000

EX-99.1

Exhibit 99.1

December 9, 2008

Gail F. Goodman

Dear Gail:

     You and Roving Software Inc. (now Constant Contact, Inc.) (the “Company) are parties to an offer letter dated April 14, 1999 (the “Letter Agreement”), which outlines the terms and conditions of your employment with the Company. In light of recent tax legislation under Section 409A of the Internal Revenue Code (“Section 409A”), you and the Company mutually desire to amend certain provisions of the Letter Agreement as set forth below:

Fifth Paragraph under Heading “Compensation”

The fifth paragraph under the heading “Compensation” shall be deleted in its entirety and replaced with the following:

“If the Company terminates your employment without cause or if you resign for Good Reason (as defined below), then you will receive six (6) months base salary and six (6) months continued health insurance benefits for you and your dependents, which payments and benefits will be made in accordance with the Company’s normal payroll practices over the six-month period following your termination of employment. The payments and benefits due, if any, pursuant to this paragraph shall be subject to the terms and conditions set forth in Exhibit A to this letter.

“Good Reason” shall mean, for purposes of this letter, the occurrence of any of the following events without your prior written consent:

(i) a material diminution in your base compensation;

(ii) a material diminution in your duties, authority or responsibilities;

(iii) a material relocation; or

(iv) a material breach of this letter or the Letter Agreement;

provided, however, that no such event or condition shall constitute Good Reason unless (x) you give the Company written notice of termination for Good Reason not more than 90 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice and (z) your termination of employment occurs within one year following the Company’s receipt of such notice.”

Except as specifically provided herein, all other terms of the Letter Agreement shall remain in full force and effect. If the terms of this amendment are acceptable to you, please sign and return the copy of this amendment enclosed for that purpose no later than December 9, 2008.

Sincerely,

Constant Contact, Inc.

By:	/s/ Steven R. Wasserman
	Steven R. Wasserman
Title:	Vice President and Chief Financial Officer

The foregoing correctly sets forth the terms of my continued employment with the Company. I am not relying on any representations other than as set out in the Letter Agreement and the amendment thereto set forth above. I have been given a reasonable amount of time to consider this amendment and to consult an attorney and/or advisor of my choosing. I have carefully read this amendment, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign my name of my own free act.

/s/ Gail F. Goodman
  Gail F. Goodman Date: December 9, 2008

Exhibit A: Payments subject to Section 409A

Subject to the provisions in this Exhibit A, any severance payments or benefits under the Letter Agreement, as amended, shall begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the date of termination of your employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to you under the Letter Agreement, as amended:

1. It is intended that each installment of the severance payments and benefits provided under the Letter Agreement, as amended, shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor you 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.

2. If, as of the date of your “separation from service” from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in the Letter Agreement, as amended.

3. If, as of the date of your “separation from service” from the Company, you are a “specified employee” (within the meaning of Section 409A), then:

     a. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, 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 hereinafter defined) 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. For purposes of the Letter Agreement, as amended, the “Short-Term Deferral Period” means the period ending on the later of the fifteenth day of the third month following the end of your tax year in which the separation from service occurs and the fifteenth day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

     b. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, that is not described in paragraph 3(a) above and that would, absent this subsection, be paid within the six-month period following your “separation from service” 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, your 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 your 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 severance 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 your second taxable year following your taxable year in which the separation from service occurs.

4. The determination of whether and when your separation from service from the Company has occurred shall be made and 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 paragraph 4, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

5. All reimbursements and in-kind benefits provided under the Letter Agreement, as amended, 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 requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in the Letter Agreement, as amended), (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.

6. The Company may withhold (or cause to be withheld) from any payments made under the Letter Agreement, as amended, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law or governmental regulation or ruling.

        .

EX-99.2

Exhibit 99.2

December 9, 2008

Robert P. Nault

Dear Bob:

     You and Constant Contact, Inc. (the “Company) are parties to an offer letter dated March 7, 2007 (the “Letter Agreement”), which outlines the terms and conditions of your employment with the Company. In light of recent tax legislation under Section 409A of the Internal Revenue Code (“Section 409A”), you and the Company mutually desire to amend certain provisions of the Letter Agreement as set forth below:

Seventh Paragraph under Terms and Conditions of Offer

The seventh paragraph under the terms and conditions of the offer shall be deleted in its entirety and replaced with the following:

“If the Company terminates your employment without cause or if you resign for Good Reason (as defined below), then you will receive six (6) months base salary and six (6) months continued health insurance benefits for you and your dependents, which payments and benefits will be made in accordance with the Company’s normal payroll practices over the six-month period following your termination of employment. The payments and benefits due, if any, pursuant to this paragraph shall be subject to the terms and conditions set forth in Exhibit A to this letter.

“Good Reason” shall mean, for purposes of this letter, the occurrence of any of the following events without your prior written consent:

(i) a material diminution in your base compensation;

(ii) a material diminution in your duties, authority or responsibilities;

(iii) a material relocation; or

(iv) a material breach of this letter or the Letter Agreement;

provided, however, that no such event or condition shall constitute Good Reason unless (x) you give the Company written notice of termination for Good Reason not more than

90 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice and (z) your termination of employment occurs within one year following the Company’s receipt of such notice.”

Except as specifically provided herein, all other terms of the Letter Agreement shall remain in full force and effect. If the terms of this amendment are acceptable to you, please sign and return the copy of this amendment enclosed for that purpose no later than December 9, 2008.

Sincerely,

Constant Contact, Inc.

By:	/s/ Steven R. Wasserman
	Steven R. Wasserman
Title:	Vice President and Chief Financial Officer

The foregoing correctly sets forth the terms of my continued employment with the Company. I am not relying on any representations other than as set out in the Letter Agreement and the amendment thereto set forth above. I have been given a reasonable amount of time to consider this amendment and to consult an attorney and/or advisor of my choosing. I have carefully read this amendment, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign my name of my own free act.

/s/ Robert P. Nault
  Robert P. Nault Date: December 9, 2008

Exhibit A: Payments subject to Section 409A

Subject to the provisions in this Exhibit A, any severance payments or benefits under the Letter Agreement, as amended, shall begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the date of termination of your employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to you under the Letter Agreement, as amended:

1. It is intended that each installment of the severance payments and benefits provided under the Letter Agreement, as amended, shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor you 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.

2. If, as of the date of your “separation from service” from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in the Letter Agreement, as amended.

3. If, as of the date of your “separation from service” from the Company, you are a “specified employee” (within the meaning of Section 409A), then:

     a. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, 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 hereinafter defined) 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. For purposes of the Letter Agreement, as amended, the “Short-Term Deferral Period” means the period ending on the later of the fifteenth day of the third month following the end of your tax year in which the separation from service occurs and the fifteenth day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

     b. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, that is not described in paragraph 3(a) above and that would, absent this subsection, be paid within the six-month period following your “separation from service” 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, your 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 your 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 severance 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 your second taxable year following your taxable year in which the separation from service occurs.

4. The determination of whether and when your separation from service from the Company has occurred shall be made and 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 paragraph 4, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

5. All reimbursements and in-kind benefits provided under the Letter Agreement, as amended, 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 requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in the Letter Agreement, as amended), (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.

6. The Company may withhold (or cause to be withheld) from any payments made under the Letter Agreement, as amended, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law or governmental regulation or ruling.

        .

EX-99.3

Exhibit 99.3

December 9, 2008

Steven R. Wasserman

Dear Steven:

     You and Constant Contact, Inc. (the “Company) are parties to an offer letter dated December 1, 2005 (the “Letter Agreement”), which outlines the terms and conditions of your employment with the Company. In light of recent tax legislation under Section 409A of the Internal Revenue Code (“Section 409A”), you and the Company mutually desire to amend certain provisions of the Letter Agreement as set forth below:

Seventh Paragraph under Terms and Conditions of Offer

The seventh paragraph under the terms and conditions of the offer shall be deleted in its entirety and replaced with the following:

“If the Company terminates your employment without cause or if you resign for Good Reason (as defined below), then you will receive six (6) months base salary and six (6) months continued health insurance benefits for you and your dependents, which payments and benefits will be made in accordance with the Company’s normal payroll practices over the six-month period following your termination of employment. The payments and benefits due, if any, pursuant to this paragraph shall be subject to the terms and conditions set forth in Exhibit A to this letter.

“Good Reason” shall mean, for purposes of this letter, the occurrence of any of the following events without your prior written consent:

(i) a material diminution in your base compensation;

(ii) a material diminution in your duties, authority or responsibilities;

(iii) a material relocation; or

(iv) a material breach of this letter or the Letter Agreement;

provided, however, that no such event or condition shall constitute Good Reason unless (x) you give the Company written notice of termination for Good Reason not more than

90 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice and (z) your termination of employment occurs within one year following the Company’s receipt of such notice.”

Except as specifically provided herein, all other terms of the Letter Agreement shall remain in full force and effect. If the terms of this amendment are acceptable to you, please sign and return the copy of this amendment enclosed for that purpose no later than December 9, 2008.

Sincerely,

Constant Contact, Inc.

By:	/s/ Robert P. Nault
	Robert P. Nault
Title:	Vice President and General Counsel

The foregoing correctly sets forth the terms of my continued employment with the Company. I am not relying on any representations other than as set out in the Letter Agreement and the amendment thereto set forth above. I have been given a reasonable amount of time to consider this amendment and to consult an attorney and/or advisor of my choosing. I have carefully read this amendment, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign my name of my own free act.

/s/ Steven R. Wasserman
  Steven R. Wasserman Date: December 9, 2008

Exhibit A: Payments subject to Section 409A

Subject to the provisions in this Exhibit A, any severance payments or benefits under the Letter Agreement, as amended, shall begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the date of termination of your employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to you under the Letter Agreement, as amended:

1. It is intended that each installment of the severance payments and benefits provided under the Letter Agreement, as amended, shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor you 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.

2. If, as of the date of your “separation from service” from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in the Letter Agreement, as amended.

3. If, as of the date of your “separation from service” from the Company, you are a “specified employee” (within the meaning of Section 409A), then:

     a. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, 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 hereinafter defined) 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. For purposes of the Letter Agreement, as amended, the “Short-Term Deferral Period” means the period ending on the later of the fifteenth day of the third month following the end of your tax year in which the separation from service occurs and the fifteenth day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

     b. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, that is not described in paragraph 3(a) above and that would, absent this subsection, be paid within the six-month period following your “separation from service” 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, your 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 your 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 severance 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 your second taxable year following your taxable year in which the separation from service occurs.

4. The determination of whether and when your separation from service from the Company has occurred shall be made and 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 paragraph 4, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

5. All reimbursements and in-kind benefits provided under the Letter Agreement, as amended, 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 requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in the Letter Agreement, as amended), (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.

6. The Company may withhold (or cause to be withheld) from any payments made under the Letter Agreement, as amended, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law or governmental regulation or ruling.

        .

EX-99.4

Exhibit 99.4

December 9, 2008

Ellen Brezniak

Dear Ellen:

     You and Constant Contact, Inc. (the “Company) are parties to an offer letter dated August 24, 2006 (the “Letter Agreement”), which outlines the terms and conditions of your employment with the Company. In light of recent tax legislation under Section 409A of the Internal Revenue Code (“Section 409A”), you and the Company mutually desire to add certain provisions of the Letter Agreement as set forth below:

Seventh Paragraph under Terms and Conditions of Offer

The seventh paragraph under the terms and conditions of the offer shall be deleted in its entirety and replaced with the following:

“If the Company terminates your employment without cause or if you resign for Good Reason (as defined below), then you will receive six (6) months base salary and six (6) months continued health insurance benefits for you and your dependents, which payments and benefits will be made in accordance with the Company’s normal payroll practices over the six-month period following your termination of employment. The payments and benefits due, if any, pursuant to this paragraph shall be subject to the terms and conditions set forth in Exhibit A to this letter.

“Good Reason” shall mean, for purposes of this letter, the occurrence of any of the following events without your prior written consent:

(i) a material diminution in your base compensation;

(ii) a material diminution in your duties, authority or responsibilities;

(iii) a material relocation; or

(iv) a material breach of this letter or the Letter Agreement;

provided, however, that no such event or condition shall constitute Good Reason unless (x) you give the Company written notice of termination for Good Reason not more than 90 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice and (z) your termination of employment occurs within one year following the Company’s receipt of such notice.”

Except as specifically provided herein, all other terms of the Letter Agreement shall remain in full force and effect. If the terms of this amendment are acceptable to you, please sign and return the copy of this amendment enclosed for that purpose no later than December 9, 2008.

Sincerely, Constant Contact, Inc.
/s/ Steven R. Wasserman
By: Steven R. Wasserman
Title:	Vice President and Chief Financial Officer

The foregoing correctly sets forth the terms of my continued employment with the Company. I am not relying on any representations other than as set out in the Letter Agreement and the amendment thereto set forth above. I have been given a reasonable amount of time to consider this amendment and to consult an attorney and/or advisor of my choosing. I have carefully read this amendment, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign my name of my own free act.

/s/ Ellen Brezniak
  Ellen Brezniak Date: December 9, 2008

Exhibit A: Payments subject to Section 409A

Subject to the provisions in this Exhibit A, any severance payments or benefits under the Letter Agreement, as amended, shall begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the date of termination of your employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to you under the Letter Agreement, as amended:

1. It is intended that each installment of the severance payments and benefits provided under the Letter Agreement, as amended, shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor you 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.

2. If, as of the date of your “separation from service” from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in the Letter Agreement, as amended.

3. If, as of the date of your “separation from service” from the Company, you are a “specified employee” (within the meaning of Section 409A), then:

     a. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, 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 hereinafter defined) 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. For purposes of the Letter Agreement, as amended, the “Short-Term Deferral Period” means the period ending on the later of the fifteenth day of the third month following the end of your tax year in which the separation from service occurs and the fifteenth day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

     b. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, that is not described in paragraph 3(a) above and that would, absent this subsection, be paid within the six-month period following your “separation from service” 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, your 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 your 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 severance 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 your second taxable year following your taxable year in which the separation from service occurs.

4. The determination of whether and when your separation from service from the Company has occurred shall be made and 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 paragraph 4,

“Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

5. All reimbursements and in-kind benefits provided under the Letter Agreement, as amended, 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 requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in the Letter Agreement, as amended), (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.

6. The Company may withhold (or cause to be withheld) from any payments made under the Letter Agreement, as amended, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law or governmental regulation or ruling.

[Constant Contact]

August 24, 2006

Ellen M. Brezniak

Dear Ellen:

It is my pleasure to present you with an offer to join Constant Contact. As the industry leader in permission-based email marketing for small and medium e-businesses, the prospects for future growth and overall success depend largely on the talent and skills of the individuals we bring into the organization. We look forward to your joining Constant Contact and the beginning of a mutually rewarding relationship!

The following sets forth the terms and conditions of our offer of employment to you:

• You will be hired as Vice President of Product Strategy, reporting to me, Gail Goodman, Chief Executive Officer.

• Your starting base pay shall be at a semi-monthly rate of $7,708.34 (annualized this equates to $185,000). You will be paid in accordance with the Company’s normal payroll practices as established or modified from time to time.

• You will be eligible for a $50,000 yearly bonus paid on a quarterly basis during a calendar year, prorated for your first year of employment. The bonus will be based on meeting quarterly goals agreed upon with me.

• Associated with the position will be participation in the Company Option Plan, through an option for 92,455 shares, subject to board approval, vesting over four years. The vesting schedule is twenty-five percent (25%) after one full year of service and quarterly thereafter (six and a quarter percent (6.25%) per quarter).

• Your employment with Constant Contact will begin on September 25, 2006 or as mutually agreed. You will be expected to devote all of your working time to the performance of your duties at Constant Contact throughout your employment with the Company. No provision of this letter shall be construed to create an express or implied employment contact, or a promise of employment for any specific period of time. Your employment with Constant Contact is “at-will” and may terminated by you or Constant Contact at any time for any reason.

• This offer is in effect until August 28, 2006.

Administaff sponsors and administers our employee benefit plans. The Company reserves the right to change or discontinue any of its health and welfare benefits and/or policies and procedures, as it deems appropriate.

It is the Company’s understanding that you have made no agreements with any other party that would restrict you from being employed by the Company in this role. It is necessary for you to sign the Company’s Nondisclosure, Noncompetition and Developments Agreement, a copy of which is enclosed with this letter.

Your employment with Constant Contact is conditioned on your eligibility to work in the United States. On your first day of employment you must complete an I-9 Form and provide Constant Contact with any of the accepted forms of identification specified on the I-9 Form.

Sincerely,
 

/s/ Gail Goodman  

Gail Goodman 

Chief Executive Officer 

ACCEPTED:   /s/ Ellen Brezniak                                        DATE:   8-24-2006                   

Reservoir Place, 1601 Trapelo Road, Suite 329, Waltham, MA 02451
Phone 781.472.8100 • Fax 781.472.8101 • www.constantcontact.com

EX-99.5

Exhibit 99.5

December 9, 2008

Eric Groves

Dear Eric:

     You and Roving Software Inc. (now Constant Contact, Inc.) (the “Company) are parties to an offer letter dated December 12, 2000 (the “Letter Agreement”), which outlines the terms and conditions of your employment with the Company. In light of recent tax legislation under Section 409A of the Internal Revenue Code (“Section 409A”), you and the Company mutually desire to add certain provisions to the Letter Agreement as set forth below:

Fifth Paragraph under Heading “Compensation”

The fifth paragraph under the heading “Compensation” shall be deleted in its entirety and replaced with the following:

“If the Company terminates your employment without cause or if you resign for Good Reason (as defined below), then you will receive six (6) months base salary and six (6) months continued health insurance benefits for you and your dependents, which payments and benefits will be made in accordance with the Company’s normal payroll practices over the six-month period following your termination of employment. The payments and benefits due, if any, pursuant to this paragraph shall be subject to the terms and conditions set forth in Exhibit A to this letter.

“Good Reason” shall mean, for purposes of this letter, the occurrence of any of the following events without your prior written consent:

(i) a material diminution in your base compensation;

(ii) a material diminution in your duties, authority or responsibilities;

(iii) a material relocation; or

(iv) a material breach of this letter or the Letter Agreement;

provided, however, that no such event or condition shall constitute Good Reason unless (x) you give the Company written notice of termination for Good Reason not more than 90 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are

not corrected by the Company within 30 days of its receipt of such notice and (z) your termination of employment occurs within one year following the Company’s receipt of such notice.”

Except as specifically provided herein, all other terms of the Letter Agreement shall remain in full force and effect. If the terms of this amendment are acceptable to you, please sign and return the copy of this amendment enclosed for that purpose no later than December 9, 2008.

Sincerely, Constant Contact, Inc.
/s/ Steven R. Wasserman
By: Steven R. Wasserman
Title:	Vice President and Chief Financial Officer

The foregoing correctly sets forth the terms of my continued employment with the Company. I am not relying on any representations other than as set out in the Letter Agreement and the amendment thereto set forth above. I have been given a reasonable amount of time to consider this amendment and to consult an attorney and/or advisor of my choosing. I have carefully read this amendment, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign my name of my own free act.

/s/ Eric Groves
  Eric Groves Date: December 9, 2008

Exhibit A: Payments subject to Section 409A

Subject to the provisions in this Exhibit A, any severance payments or benefits under the Letter Agreement, as amended, shall begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the date of termination of your employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to you under the Letter Agreement, as amended:

1. It is intended that each installment of the severance payments and benefits provided under the Letter Agreement, as amended, shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor you 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.

2. If, as of the date of your “separation from service” from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in the Letter Agreement, as amended.

3. If, as of the date of your “separation from service” from the Company, you are a “specified employee” (within the meaning of Section 409A), then:

     a. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, 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 hereinafter defined) 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. For purposes of the Letter Agreement, as amended, the “Short-Term Deferral Period” means the period ending on the later of the fifteenth day of the third month following the end of your tax year in which the separation from service occurs and the fifteenth day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

     b. Each installment of the severance payments and benefits due under the Letter Agreement, as amended, that is not described in paragraph 3(a) above and that would, absent this subsection, be paid within the six-month period following your “separation from service” 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, your 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 your 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 severance 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 your second taxable year following your taxable year in which the separation from service occurs.

4. The determination of whether and when your separation from service from the Company has occurred shall be made and 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 paragraph 4, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

5. All reimbursements and in-kind benefits provided under the Letter Agreement, as amended, 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 requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in the Letter Agreement, as amended), (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.

6. The Company may withhold (or cause to be withheld) from any payments made under the Letter Agreement, as amended, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law or governmental regulation or ruling.

[Roving]

December 12, 2000

Eric S. Groves

Dear Eric,

It is my pleasure to present you with this offer for employment with Roving Software Inc. We’d like you to become a member of our team. We are excited about our leadership in permission-based email marketing for small and medium e-businesses, and the future growth opportunities in our market space.

You will be hired as Senior Vice President, Sales and Business Development, to serve as an at-will employee under my direction. You will be responsible for all revenue generating activities at Roving including business development efforts, building and managing the sales and business development team and participating as a member of the senior management team.

Your gross wages will initially be $150,000 per year. Payable bi-monthly. You will have an additional incentive compensation plan with an annualized target of $75,000. The incentive compensation targets will be set for the entire management team at the February Board meeting.

• Associated with the position will be participation in the Company’s Stock Option Plan, through an option for 225,000 shares, subject to board approval, vesting over four years. The vesting schedule is twenty-five percent (25%) after one full year of service and quarterly thereafter (six and a quarter percent (6.25%) per quarter).

• Option agreement shall include a provision for 12 months acceleration of vesting on acquisition or merger of all assets if a similar role is not available in the combined entity.

• Information on the health and dental coverage, and the 401(k) plan, are included with this letter. The Company also provides life and long-term disability insurance. You will be eligible to participate in the 401(k) plan after 6 months of employment. The Company reserves the right to change or discontinue any of its current benefits and policies in the future.

• It is the Company’s understanding that you have made no agreement with any other party that would restrict you from being employed by the Company as a Director, Business Development. It is necessary for you to sign the Company’s Nondisclosure, Noncompetition and Developments Agreement, a copy of which is enclosed with this letter.

• Your start date will be on or before January 10, 2001.

• This offer is in effect through December 20, 2000.

• You will receive three weeks of vacation per year.

We are looking forward to adding your knowledge and experience to our team. If you have any questions, please call me at
781-444-6160 x-651.

Sincerely,
/s/ Gail Goodman
Gail Goodman CEO	ACCEPTED:   /s/ Eric S. Groves                         DATE:   12/17/2000

Encl: NDNC agreement (4 pages); Health Plan package, Dental package, 401(k) package

117 Kendrick Street, Suite 400, Needham, MA 02494
Phone 781.444.6160 • Fax 781.444.6155 • http://www.roving.com