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): January 31, 2012

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):

¨ 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 1.01 Entry Into a Material Definitive Agreement Item 1.02 Termination of a Material Definitive Agreement Item 2.02. Results of Operations and Financial Condition	3 4 4
Item 9.01 Financial Statements and Exhibits	4
SIGNATURE	5
EXHIBIT INDEX	6
Ex-99.1 Transition Agreement dated January 31, 2012 between the Company and Thomas C. Howd
Ex-99.3 Press release entitled “Constant Contact Announces Full Year and Fourth Quarter 2011 Financial Results”

Item 1.01 Entry into a Material Definitive Agreement.

Transition Agreement

On January 31, 2012, Constant Contact, Inc. (the “Company”) and Thomas C. Howd, the Company’s Senior Vice President, Customer Operations, entered into a Transition Agreement (the “Transition Agreement”) regarding Mr. Howd’s resignation as the Company’s Senior Vice President, Customer Operations, and continued employment with the Company for a transition period.

Pursuant to the Transition Agreement, Mr. Howd will remain employed as the Company’s Senior Vice President, Customer Operations, until his resignation on March 31, 2012 (the “Resignation Date”) and will continue to report to the Company’s President and Chief Executive Officer. Mr. Howd will receive the same base salary, variable incentive compensation, fringe benefits and stock option vesting to which he was entitled immediately prior to the execution of the Transition Agreement through the Resignation Date.

Under the terms of the Transition Agreement, after the Resignation Date and subject to Mr. Howd’s execution of a release of claims, Mr. Howd will be entitled to receive a severance payment of $130,000 to be paid in 12 semi-monthly payments in accordance with the Company’s normal payroll policies and procedures and less all applicable taxes and withholdings. In the event Mr. Howd has not secured Subsequent Employment (as that term is defined in the Transition Agreement) at the end of the six-month period following the Resignation Date, Mr. Howd will receive up to three months of additional severance at the semi-monthly rate of $10,833.33. The additional severance will terminate at the time Mr. Howd secures Subsequent Employment. If Mr. Howd timely elects to continue medical and/or dental insurance coverage after the Resignation Date in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, the Company will pay the Company portion of his monthly premium payments for the period of time that he is receiving severance pursuant to the Transition Agreement. Mr. Howd still will be responsible for the same employee portion of the premium during such period being paid by active employees participating in the same health insurance program.

During Mr. Howd’s continued employment pursuant to the Transition Agreement and continuing until the Resignation Date, any outstanding, unvested options or restricted stock units awarded under the terms of any stock option agreements and/or restricted stock unit agreements previously entered into by Mr. Howd and the Company will continue to vest in accordance with the terms of the applicable agreement and related documents. There will be no acceleration of vesting in connection with the Transition Agreement.

Pursuant to the terms of the Transition Agreement, the Executive Severance Agreement dated as of December 3, 2010 by and between the Company and Mr. Howd (the “Severance Agreement”) and the Offer Letter, dated as of May 22, 2001, by and between the Company and Mr. Howd, as amended December 9, 2008 (the “Offer Letter”), were terminated effective as of the date of the Transition Agreement.

The foregoing summary of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Indemnification Agreement

On January 30, 2012, the Company entered into its standard indemnification agreement with Joel Hughes, the Company’s Senior Vice President, Strategy and Corporate Development. 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.

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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 99.2 to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

As disclosed in Item 1.01 of this Current Report on Form 8-K, pursuant to the terms of the Transition Agreement, the Severance Agreement and the Offer Letter were terminated effective as of the date of the Transition Agreement. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On February 2, 2012, the Company announced its financial results for the full year and fourth quarter 2011. The full text of the press release issued by the Company on February 2, 2012 in connection with the announcement is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.3) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K, except that Exhibit 99.3 relating to Item 2.02 shall be deemed to be furnished and not filed:

99.1	Transition Agreement dated January 31, 2012 between the Company and Thomas C. Howd.
99.2	Form of Director and Officer Indemnification Agreement (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).
99.3	Press release entitled “Constant Contact Announces Full Year and Fourth Quarter 2011 Financial Results,” issued by the Company on February 2, 2012.

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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: February 2, 2012	By:	/s/    Robert P. Nault
		Robert P. Nault
		Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Transition Agreement dated January 31, 2012 between the Company and Thomas C. Howd.
99.2	Form of Director and Officer Indemnification Agreement (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).
99.3	Press release entitled “Constant Contact Announces Full Year and Fourth Quarter 2011 Financial Results,” issued by the Company on February 2, 2012 (furnished and not filed).

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EX-99.1

Exhibit 99.1

Transition Agreement

This Transition Agreement (the “Transition Agreement”) is made as of this 31^st day of January 2012 (the “Effective Date”) by and between Constant Contact, Inc., corporation organized under the laws of Delaware (the “Company”) and Thomas C. Howd (“Mr. Howd”).

WHEREAS, Mr. Howd is currently serving as Senior Vice President, Customer Operations, of the Company;

WHEREAS, Mr. Howd will be transitioning from the Company;

WHEREAS, the Company desires to secure Mr. Howd’s continued service until March 31, 2012 to allow for the timely completion of his current assignments and to allow for an appropriate transition of duties; and

WHEREAS, the Company and Mr. Howd are parties to an Executive Severance Agreement dated as of December 3, 2010 (hereafter, the “Severance Agreement”) and the Offer Letter, dated as of May 22, 2001, between Mr. Howd and the Company, as amended December 9, 2008 (hereinafter, the “Offer Letter”), which was partially superseded by the Severance Agreement, and certain other agreements, including that certain Nondisclosure, Noncompetition and Developments Agreement dated as of June 4, 2001 (the “NDA”), that certain Indemnification Agreement dated as of October 9, 2007 (“Indemnification Agreement”) and stock option agreements and/or restricted stock unit agreements (the “Equity Incentive Agreements”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows.

1. Continued Employment. Mr. Howd agrees to remain employed in his current position from the date of this Transition Agreement until his resignation on March 31, 2012 (the “Resignation Date”), at which time Mr. Howd agrees he will resign all titles and postings he then holds with the Company. During this period, Mr. Howd will continue to perform those duties and responsibilities customary and consistent with his position and will continue to report to the President and Chief Executive Officer. Mr. Howd will continue to receive the same base salary and benefits to which he was entitled immediately prior to the execution date of this Transition Agreement until the Resignation Date. Mr. Howd will also be eligible to receive a quarterly cash incentive bonus for the first quarter of 2012 payable, if earned, in accordance with the Company’s 2012 Executive Cash Incentive Bonus Plan and with the same timing and payroll policies and procedures as such quarterly cash incentive bonuses are paid to the Company’s executive management team generally.

2. Severance Benefits. On the Resignation Date, Mr. Howd shall execute the Release of Claims attached hereto as Attachment A and, conditioned on the execution and nonrevocation by Mr. Howd of the Release of Claims, Mr. Howd or, in the event of Mr. Howd’s death after the Resignation Date, his estate, shall be entitled to the benefits set forth in Sections 2(i) and (ii) below.

(i) Severance.

a. For a period of six months following the Resignation Date (as such period may be extended as described in Section 2(i)(b) below, the “Severance Period”), the Company shall pay to Mr. Howd severance of $130,000.00, to be paid in 12 semi-monthly payments of approximately $10,833.33, in accordance with normal payroll policies and procedures and less all applicable taxes and withholdings, commencing with the first payroll beginning after the date the release in Attachment A becomes irrevocable.

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b. If Mr. Howd has not secured Subsequent Employment at the end of the six month period described in Section 2(i)(a) above, the Company will provide Mr. Howd with up to three additional months of salary continuance at the semi-monthly rate described in Section 2(i)(a) above, which will terminate immediately if he secures Subsequent Employment at any time during such three month period. For the purposes hereof, “Subsequent Employment” means full or part-time employment with another employer or a consulting or similar arrangement.

(ii) Health and Dental Insurance. The Resignation Date will serve as the “qualifying event” under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If Mr. Howd timely elects to continue medical and/or dental insurance coverage after the Resignation Date in accordance with the provisions of COBRA, the Company will pay the standard Company contribution portion of his monthly premium payments during the Severance Period. Mr. Howd will be responsible for the same employee portion of the premium during the Severance Period being paid by active employees participating in the same health program and paid in such manner as the Company provides.

3. Termination of Benefits. All benefits, including those set forth in the Severance Agreement, the Offer Letter, the Equity Incentive Agreements and the Indemnification Agreement, will end upon the Resignation Date, except as expressly set forth in this Transition Agreement.

4. Stock Options and Restricted Stock. During Mr. Howd’s continued employment pursuant to Section 1 and continuing until the Resignation Date, any outstanding, unvested options or restricted stock units awarded under the terms of any Equity Incentive Agreements will continue to vest in accordance with the terms of the applicable agreement and related documents. There will be no acceleration of vesting in connection with this Transition Agreement. Except as modified herein, the Equity Incentive Agreements will remain in full force and effect in accordance with their respective terms.

5. Section 409A. It is intended that all payments made under the terms of this Transition Agreement come within exceptions to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). The Transition Agreement and all related documents shall be interpreted and administered in accordance with that intention. However, if any amount payable under this Transition Agreement is determined to be subject to Section 409A then such payments shall be administered in accordance with Section 409A, provided that the Company shall not be liable for any failures under this Section 5 that result in the payment of any taxes or other amounts due under the terms of Section 409A. To the extent any amount subject to Section 409A is to be paid or provided to Mr. Howd in connection with a separation from service at a time when he is considered a specified employee within the meaning of Section 409A then such payment shall not be made until the date that is six months and one day following such separation from service, or in a lump sum upon his earlier death.

6. Non-Competition, Non-Disclosure and Non-Solicitation Obligations. Mr. Howd acknowledges and reaffirms all of his obligations as set forth in the NDA, which remains in full force and effect.

7. Release of Claims. In consideration of the benefits provided for in this Transition Agreement, which Mr. Howd acknowledges he would not otherwise be entitled to receive, Mr. Howd hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, its officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature which he ever had or now has against the Released Parties, including any claims arising out of his employment with and/or separation from the Company, including all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Genetic Information

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Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. §12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11216, Executive Order 11141, all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §1001 et seq., the Massachusetts Fair Employment Practices Act., M.G.L. c. 151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C, the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq., the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, and the Massachusetts Maternity Leave Act , M.G.L. c. 149, § 105(d), all as amended; all common law claims including actions in tort, defamation and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including claims to stock, restricted stock units, or stock options; and any claim or damage arising out of his employment with or separation from the Company (including any claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this Transition Agreement prevents him from filing, cooperating with, or participating in any proceeding before the United States Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (except that he acknowledges that he may not be able to recover any monetary benefits in connection with any such claim, charge or proceeding). This release does not cover compensation described in Section 2 above nor his salary, accrued but unpaid vacation, or any other compensation due solely for the period between the date of this Transition Agreement and the Resignation Date.

Mr. Howd understands and agrees that the claims released in this section include not only claims presently known to him, but also all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities and causes of action of every kind and character that would otherwise come within the scope of the released claims as described in this section. Mr. Howd understands that he may hereafter discover facts different from what he now believes to be true, which if known, could have materially affected this release, but he nevertheless waives and releases any claims or rights based on different or additional facts.

The Company agrees that Mr. Howd is not releasing any claims or rights he may have for indemnification under state or other law or the charter, articles, or by-laws of the Company, or under the Indemnification Agreement or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the period when Mr. Howd was a director or officer of the Company or any affiliated company; provided, however, that (i) the Company’s execution of this Transition Agreement is not a concession, acknowledgment, or guaranty that Mr. Howd has any such rights to indemnification, (ii) this release does not create any additional rights for him to indemnification, and (iii) the Company retains any defenses it may have to such indemnification or coverage.

8. Acknowledgment. Mr. Howd acknowledges that he has been given at least twenty-one (21) days to consider this Transition Agreement and the Release of Claims at Attachment A, and that the Company advises him to consult with an attorney of his own choosing prior to signing this Transition Agreement and Attachment A. Mr. Howd is advised that he may revoke his agreement for a period of seven (7) days after he signs it, and the release provided above shall not be effective or enforceable until the expiration of such seven (7) day revocation period. Mr. Howd is advised and he understands and agrees that by entering into this Transition Agreement and signing it and the Releases of Claims he is waiving any and all rights or claims he might have under The Age Discrimination in Employment Act, as amended by The Older Workers Benefit Protection Act, and that he has received consideration beyond that to which he was previously entitled.

9. Confidentiality. To the extent permitted by law, Mr. Howd understands and agrees that, as a condition for payment to him of the severance benefits described in Section 2 above, the terms and contents of this Transition Agreement, including all attachments hereto, and the contents of the negotiations and discussions resulting in this Transition Agreement, shall be maintained as confidential by him and his agents and representatives and shall not be disclosed by him to any third party except to the extent required by federal or state law (or stock exchange rules) or as otherwise agreed to in writing by the Company; provided, however, that nothing herein shall prevent Mr. Howd from making truthful disclosures to any governmental entity or in any litigation or arbitration.

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10. Amendment. This Transition Agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto. This Transition Agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators.

11. No Waiver. No delay or omission by either party in exercising any right under this Transition Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

12. Validity. Should any provision of this Transition Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and such illegal and/or invalid part, term or provision shall be deemed not to be a part of this Transition Agreement.

13. Cooperation. Mr. Howd agrees to cooperate with the Company in the investigation, defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company. His cooperation in connection with such claims or actions shall include being available to meet with the Company’s counsel to prepare for discovery or any mediation, arbitration, trial, administrative hearing or other proceeding or to act as a witness when reasonably requested by the Company at mutually agreeable times and at locations mutually convenient to Mr. Howd and the Company.

14. Voluntary Assent. Mr. Howd affirms that no other promises or agreements of any kind have been made to or with him by any person or entity whatsoever to cause him to sign this Transition Agreement, and that he fully understand the meaning and intent of this Transition Agreement. Mr. Howd states and represents that he has had an opportunity to fully discuss and review the terms of this Transition Agreement and Attachment A with an attorney and 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 Transition Agreement, and are not acting as his counsel. Mr. Howd further states and represents that he has carefully read this Transition Agreement, including Attachment A hereto, understands the contents hereof and thereof, freely and voluntarily assents to all of the terms and conditions hereof and thereof, and signs his name of his own free act.

15. Applicable Law; Interpretation. This Transition Agreement shall be interpreted and construed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions. The parties hereby irrevocably submit to and acknowledge and recognize the jurisdiction of the courts of the Commonwealth of Massachusetts, or if appropriate, a federal court located in Massachusetts (which courts, for purposes of this Transition Agreement, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this Transition Agreement or the subject matter hereof. References in this Agreement to “include” or “including” should be read as though they said “without limitation” or equivalent forms.

16. Tax Treatment. In connection with the severance benefits provided to Mr. Howd pursuant to this Agreement, the Company will withhold and remit to the tax authorities the amounts required under applicable law, and Mr. Howd shall be responsible for all applicable taxes with respect to such severance benefits under applicable law. Mr. Howd acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of the payments set forth in the Transition Agreement.

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17. Entire Agreement; Termination of Prior Agreements. This Transition Agreement, together with Attachment A, 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, including the Severance Agreement and the Offer Letter. Nothing in this Transition Agreement shall modify, amend or alter, in any manner, (i) any Equity Incentive Agreement (except as expressly provided otherwise in this Transition Agreement), (ii) the Indemnification Agreement or (iii) any non-disclosure, non-competition, non-solicitation, assignment-of-invention, or any similar agreement, including the NDA, to which Mr. Howd is a party, all of which shall remain in full force and effect in accordance with their respective terms. Under no circumstances shall Mr. Howd be entitled to any severance or similar benefits in excess of the benefits he is owed under this Transition Agreement.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the parties acknowledge that they have read, understand and agree to the terms and conditions of this Transition Agreement.

Witness our hands and seals:

CONSTANT CONTACT, INC.
/s/ Robert D. Nicoson	/s/ Thomas C. Howd
Name: Robert D. Nicoson Title: Chief Human Resources Officer Date: January 31, 2012	Thomas C. Howd, Individually Date: January 25, 2012

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ATTACHMENT A

RELEASE OF CLAIMS

This Release of Claims (“Release of Claims”) forms a part of that certain Transition Agreement (the “Transition Agreement”) dated as of January 31, 2012 by and among Thomas C. Howd (“Mr. Howd”), and Constant Contact, Inc. (collectively, the “Company”).

1. Mr. Howd’s Release of Claims — In consideration of the payment of the benefits set forth in Section 2 of the Transition Agreement, which Mr. Howd acknowledges he would not otherwise be entitled to receive, he hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, its officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature which he ever had or now has against the Released Parties, including any claims arising out of his employment with and/or separation from the Company, including all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. §12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11216, Executive Order 11141, all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §1001 et seq., the Massachusetts Fair Employment Practices Act., M.G.L. c. 151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C, the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq., the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, and the Massachusetts Maternity Leave Act , M.G.L. c. 149, § 105(d), all as amended; all common law claims including actions in tort, defamation and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including claims to stock, restricted stock units, or stock options; and any claim or damage arising out of his employment with or separation from the Company (including any claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this Release of Claims prevents him from filing, cooperating with, or participating in any proceeding before the United States Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (except that he acknowledges that he may not be able to recover any monetary benefits in connection with any such claim, charge or proceeding).

Mr. Howd understands and agrees that the claims released in this section include not only claims presently known to him, but also all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities and causes of action of every kind and character that would otherwise come within the scope of the released claims as described in this section. Mr. Howd understands that he may hereafter discover facts different from what he now believes to be true, which if known, could have materially affected this release, but he nevertheless waives and releases any claims or rights based on different or additional facts.

The Company has previously agreed that Mr. Howd is not releasing any claims or rights he may have for indemnification under state or other law or the charter, articles, or by-laws of the Company, or under the Indemnification Agreement or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the period when Mr. Howd was a director or officer of the Company or any affiliated company; provided, however, that (i) the Company’s execution of this Release of Claims is not a concession, acknowledgment, or guaranty that Mr. Howd has any such rights to indemnification, (ii) this release does not create any additional rights for him to indemnification, and (iii) the Company retains any defenses it may have to such indemnification or coverage.

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2. Acknowledgement — Mr. Howd hereby acknowledges that he has been given at least twenty-one (21) days to consider the Transition Agreement, as well as this Attachment A, and that the Company advises him to consult with any attorney of his own choosing prior to signing the Transition Agreement and this Attachment A. Mr. Howd is advised that he may revoke his acceptance of this Attachment A during the period of seven (7) days after the execution of it, and this Attachment A shall not become effective or enforceable, and no severance payments will be made pursuant to Section 2 of the Transition Agreement, until this seven (7) day period has expired. Mr. Howd is advised and he understands and agrees that by entering into the Transition Agreement and signing it and the Release of Claims he is waiving any and all rights or claims he might have under The Age Discrimination in Employment Act, as amended by The Older Workers Benefit Protection Act, and that he has received consideration beyond that to which he was previously entitled.

3. Full Payment — Mr. Howd acknowledges that he has been reimbursed by the Company for all business expenses incurred in conjunction with the performance of his employment and that no other reimbursements are owed to him. Mr. Howd also acknowledges that he has received payment in full for all services rendered in conjunction with his employment by the Company, including payment for all wages, bonuses, equity, and accrued unused vacation time, and that no other compensation is owed to him, except as provided in Section 2 of the Transition Agreement, which the Company has acknowledged Mr. Howd is due in accordance with the Transition Agreement’s terms.

4. Return of Company Property — Mr. Howd confirms that he has returned to the Company all keys, files, records (and copies thereof), equipment (including software and printers, wireless handheld devices, cellular phones, pagers, etc.), Company identification, and any other Company-owned property in his possession or control, and that he will leave intact all electronic Company documents, including those which he developed or helped develop during his employment. Mr. Howd agrees that in the event that he discovers any other Company or proprietary materials in his possession after the Resignation Date, he will immediately return such materials to the General Counsel of the Company. Mr. Howd further confirms that he has cancelled all accounts for his benefit, if any, in the Company’s name, including credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts.

5. Applicable Law; Interpretation — This Release of Claims shall be interpreted and construed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions. Mr. Howd hereby irrevocably submits to and acknowledges and recognizes the jurisdiction of the courts of the Commonwealth of Massachusetts, or if appropriate, a federal court located in Massachusetts (which courts, for purposes of this Release of Claims, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this Release of Claims or the subject matter hereof. References in this Release of Claims to “include” or “including” should be read as though they said “without limitation” or equivalent forms.

Witness my hand and seal:

Thomas C. Howd, Individually

Date: March     , 2012

8

EX-99.3

Exhibit 99.3

Constant Contact Announces Fourth Quarter and Full Year 2011 Financial Results

4Q revenue increases 21% and adjusted EBITDA increases 61%

2011 revenue increases 23% and adjusted EBITDA increases 57%

2011 adjusted EBITDA margin increases to record 16.8%

2011 free cash flow increases nearly 200%

WALTHAM, MA – February 2, 2012 – Constant Contact^®, Inc. (Nasdaq: CTCT), the trusted marketing advisor to more than half a million small organizations worldwide, today announced its financial results for the fourth quarter and full year ended December 31, 2011.

“Constant Contact delivered fourth quarter revenue and profitability that were above the high-end of our guidance. We also launched Social Campaigns^TM, an important and exciting new offering that allows small businesses to capitalize on the rapid adoption of social media and measure their success,” said Gail Goodman, chief executive officer of Constant Contact.

“During 2012, Constant Contact will redefine the way that small businesses create, nurture and grow their customer relationships with the continued evolution of our suite of online marketing tools for small businesses. Small businesses and non-profits will also have access to free education, coaching, support and tools to drive success all under a single, integrated platform,” Goodman added. “We are building the trusted brand for small business marketing solutions, and as we rapidly innovate and evolve our product suite we position Constant Contact for continued, long-term growth.”

Fourth Quarter 2011 Financial Metrics

• Revenue was $57.5 million, an increase of 21% compared to revenue of $47.5 million for the comparable period in 2010.

• Gross margin was 72.4%, compared to 71.1% for the comparable period in 2010.

• GAAP net income was $18.9 million, compared to $1.7 million for the fourth quarter of 2010. GAAP net income for 2011 includes a tax benefit of $13.8 million primarily associated with the release of the deferred tax asset valuation allowance in the fourth quarter.

• GAAP net income per share was $0.62, based on diluted weighted average shares outstanding of 30.6 million, compared to $0.05 for the comparable period in 2010, based on diluted weighted average shares outstanding of 30.3 million. GAAP net income per share for 2011 includes a tax benefit of $0.45 per share primarily associated with the release of the deferred tax asset valuation allowance in the fourth quarter.

• Adjusted EBITDA was $12.0 million, an increase of 61% compared to Adjusted EBITDA of $7.5 million for the comparable period in 2010.

• Adjusted EBITDA margin was 20.9%, compared to 15.8% for the comparable period in 2010.

• Non-GAAP net income per diluted share was $0.27, based on diluted weighted average shares outstanding of 30.6 million. Non-GAAP net income per diluted share was $0.14 for the fourth quarter of 2010. These figures exclude stock based compensation and the non-cash portion of the income tax benefit associated with the release of the valuation allowance.

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• Cash flow from operations was $13.4 million compared to $4.6 million for the fourth quarter of 2010.

• Capital expenditures were $5.2 million consistent with the year ago period.

• Free cash flow was $8.2 million, compared to an outflow of $0.6 million for the fourth quarter of 2010.

• The company had $140 million in cash, cash equivalents and short-term marketable securities at December 31, 2011, compared to $128 million at September 30, 2011.

Full Year 2011 Financial Metrics

• Revenue was $214.4 million, an increase of 23% compared to revenue of $174.2 million for 2010.

• Gross margin was 71.3%, compared to 70.8% for 2010.

• GAAP net income was $23.7 million for 2011, an increase from GAAP net income of $2.9 million for 2010. GAAP net income for 2011 includes a tax benefit of $13.4 million primarily associated with the release of the deferred tax asset valuation allowance.

• GAAP net income per diluted share was $0.77, based on diluted weighted average shares outstanding of 30.7 million, an increase from a GAAP net income per share of $0.10 for 2010. GAAP net income per share for 2011 includes a tax benefit of $0.44 per share primarily associated with the release of the deferred tax asset valuation allowance.

• Adjusted EBITDA for 2011 was $36.1 million, an increase of 57% compared to adjusted EBITDA of $23.0 million for 2010.

• Adjusted EBITDA margin for 2011 was 16.8%, compared to 13.2% for 2010.

• Non-GAAP net income per diluted share was $0.71 for 2011. Non-GAAP net income per diluted share was $0.38 for 2010. These figures exclude stock based compensation and the non-cash portion of the income tax benefit associated with the release of the valuation allowance.

• Cash from operations was $41.7 million compared to $25.0 million in 2010, and capital expenditures were $18.1 million compared to $17.2 million in 2010.

• Free cash flow was $23.5 million, compared to $7.9 million for 2010.

Operating Metrics

• Added 45,000 gross new unique paying customers in the fourth quarter, consistent with last quarter. (*)

• Ended the fourth quarter with 500,000 unique paying customers, an increase from 485,000 unique paying customers at the end of the third quarter of 2011 and 435,000 unique paying customers at the end of the fourth quarter of 2010. (*)

• Average monthly revenue per unique customer, ARPU, for the fourth quarter was $38.94, up from $37.94 in the third quarter of 2011, and up from $37.23 in the comparable period in 2010. (**)

• Monthly retention rate of unique paying customers remained in its historical range of 97.8%, plus or minus 0.5%, for each month during the fourth quarter.

(*) Figures are rounded to nearest 5,000.

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(**) ARPU reflects the impact from the deferral of revenue associated with the money-back guarantee program launched in the third quarter of 2011.

Other Recent Highlights

• Announced the newest product offering, Social Campaigns^TM, which allows small businesses and nonprofits to quickly and easily run results-oriented social media marketing campaigns on Facebook^®, empowering users to grow their fan base, drive engagement, generate “social word of mouth,” and get the results they really want from social media marketing: more fans and more business.

• Announced the acquisition of privately-held CardStar, a developer of mobile applications that enable the use of loyalty cards. The CardStar^® application consolidates membership and rewards cards on smartphones, letting consumers access scannable cards from within a single application. Download the application for free today by calling **CardLess (**2273-5377) from your mobile phone.

• Celebrated that Goldleaf Framemakers of Santa Fe was Constant Contact’s 500,000^th customer. Goldleaf Framemakers of Santa Fe is a family-owned small business that restores and provides new gold-leaf high quality picture frames for galleries and private collectors. Goldleaf Framemakers has already found great success with Constant Contact’s email solution, achieving an impressive open rate of greater than 50% on their first campaign. As Constant Contact’s 500,000^th customer they received a free Constant Contact account for life.

• Officially launched the company’s global growth strategy with the opening of its first international office in the U.K. A managing director is currently in place, and Constant Contact will look to add further resources as it scales its operations.

• Signed franchise distribution partnerships in the quarter with NAPA Auto Parts, New Balance and Liberty Tax Service and recently went live with integrations with Hootsuite and Formstack.

• Announced that Joel Hughes has joined the company as senior vice president for strategy and corporate development and announced that Ellen Brezniak, formerly senior vice president of product strategy was transitioning her role to lead customer operations.

“During 2011, we continued to demonstrate the scalability of Constant Contact’s business model. In addition to delivering strong revenue growth in the face of challenging economic conditions, we achieved our goal of expanding adjusted EBITDA margins by over 300 basis points,” said Harpreet Grewal, chief financial officer of Constant Contact.

“Our financial results show the strength of our operating model. In the midst of one of the most expansive investment years in the company’s history, we succeeded in delivering 57% growth in adjusted EBITDA and a record adjusted EBITDA margin of nearly 17% for in 2011. As a result of our investments in 2011, we remain optimistic about Constant Contact’s growth outlook for 2012 and beyond. We believe the company is well positioned to deliver another combination of solid revenue growth and expanding adjusted EBITDA margins this year,” Grewal concluded.

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Business Outlook

Based on information available as of February 2, 2012, Constant Contact is issuing guidance for the first quarter, and full year 2012 as follows:

First Quarter 2012:

	Current Guidance (2/2/2012)
Total revenue	$59.1 m to $59.4 m
Adjusted EBITDA margin	12.0% - 12.5%
Adjusted EBITDA	$7.1 m to $7.4 m
Stock-based compensation expense	$3.2 m
GAAP net (loss) / income	$(175) thousand to $50 thousand
GAAP net (loss) / income per share	$(0.01) to $0.00
Non-GAAP net income per share*	$0.09 to $0.10
Diluted weighted average shares outstanding	31.2 m shares
Estimated effective tax rate	~40%
Estimated cash tax rate	~2%

Full Year 2012:

	Prior Guidance (10/27/2011)	Current Guidance (2/2/2012)
Total revenue	Approximately $250 m	Approximately $250 m
Adjusted EBITDA margin	200-250 basis points increase	18.3% - 18.8%
Adjusted EBITDA	NA	$45.8 m - $46.9 m
Stock-based compensation expense	NA	$13.2 m
GAAP net income	NA	$8.6 m - $9.3 m
GAAP net income per share	NA	$0.27 - $0.30
Non-GAAP net income per share*	NA	$0.86 - $0.90
Diluted weighted average shares outstanding	NA	31.5 m
Estimated effective tax rate	NA	~40%
Estimated cash tax rate	NA	~2%

* non-GAAP net income per share calculated using an estimated cash tax rate

Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: Adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per share, non-GAAP net loss, non-GAAP net loss per share and free cash flow.

Adjusted EBITDA is calculated by taking GAAP net income, adding depreciation and amortization, stock-based compensation, adjusting for taxes, then subtracting interest and other income. Adjusted EBITDA margin is equal to adjusted EBITDA divided by revenue.

Non-GAAP net income is calculated by adding back stock-based compensation expense and then adjusting for the non-cash portion of income taxes. Non-GAAP net income per share is calculated by dividing Non-GAAP net income by the diluted weighted average shares outstanding.

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Free cash flow is calculated by subtracting cash paid for the acquisition of property and equipment from net cash provided by operating activities.

Constant Contact believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Constant Contact’s financial condition and results of operations. The company’s management uses these non-GAAP measures to compare the company’s performance to that of prior periods for trend analyses, for purposes of determining executive and senior management incentive compensation and for budgeting and planning purposes. These measures are used in monthly financial reports prepared for management and in monthly and quarterly financial reports presented to the company’s board of directors. The company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the company’s financial measures with other software-as-a-service companies, many of which present similar non-GAAP financial measures to investors.

Management of the company does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. Constant Contact urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the company’s business.

Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release.

Conference Call Information

What:	Constant Contact fourth quarter and full year 2011 financial results conference call
When:	Thursday, February 2, 2012
Time:	5:00 p.m. ET
Live Call:	(877) 334-1974, domestic
	(760) 666-3590, international
Replay:	(855) 859-2056, domestic
	(404) 537-3406, international
Webcast:	http://investor.constantcontact.com/(live and replay)

Live and replay conference ID code: 40655697

The webcast will be archived on Constant Contact’s website for a period of three months.

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About Constant Contact, Inc.

Constant Contact is revolutionizing the success formula for small organizations through affordable, easy-to-use Engagement Marketing (TM) tools that help create and grow customer relationships. More than 500,000 small businesses, nonprofits, and associations worldwide rely on Constant Contact to drive ongoing customer dialogs through email marketing, social media marketing, event marketing, and online surveys. All Constant Contact products come with unrivaled KnowHow, education, and free coaching with a personal touch, including award-winning customer support.

Constant Contact and the Constant Contact Logo are registered trademarks of Constant Contact, Inc. All Constant Contact product names and other brand names mentioned herein are trademarks or registered trademarks of Constant Contact, Inc. All other company and product names may be trademarks or service marks of their respective owners.

Cautionary Language Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the company’s launch of the Social Campaigns product, the evolution of the company’s product suite, the company’s growth prospects for 2012 and beyond, the strength of the company’s operating model, the company’s revenue growth and expanding adjusted EBITDA margin and the financial guidance for the first quarter of 2012 and full year 2012. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Constant Contact’s control. Constant Contact’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, the company’s ability to attract new customers and retain existing customers, the company’s dependence on the market for email marketing services for small organizations, adverse economic conditions in general and adverse economic conditions specifically affecting the markets in which the company operates, the company’s ability to successfully develop and introduce new products and add-ons or enhancements to existing products, including the Social Campaigns product, adverse regulatory or legal developments, the company’s ability to continue to promote and maintain its brand in a cost-effective manner, changes in the competitive environment, the company’s ability to compete effectively, the company’s ability to attract and retain key personnel, the company’s ability to protect its intellectual property and other proprietary rights, and other risks detailed in Constant Contact’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission as well as other documents that may be filed by the company from time to time with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Constant Contact’s views as of the date of this press release. The company anticipates that subsequent events and developments will cause its views to change. Constant Contact undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Constant Contact’s views as of any date subsequent to the date of this press release.

###

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(CTCT-F)

Media Contact:

Erika Dornaus

Constant Contact

(781) 482-7039

pr@constantcontact.com

Investor Contact:

Jeremiah Sisitsky

Constant Contact

(339) 222-5740

jsisitsky@constantcontact.com

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Constant Contact, Inc.

Consolidated Condensed Statements of Operations (unaudited)

(In thousands, except per share data)

	Three Months Ended					Year Ended
	December 31,					December 31,
	2011			2010		2011			2010
Revenue	$	57,532		$	47,467	$	214,420		$	174,231
Cost of revenue		15,896			13,729		61,491			50,825
Gross profit		41,636			33,738		152,929			123,406
Operating expenses:
Research and development		7,153			6,531		29,478			23,985
Sales and marketing		23,007			21,187		89,211			78,881
General and administrative		6,356			4,574		24,243			18,028
Total operating expenses		36,516			32,292		142,932			120,894
Income from operations		5,120			1,446		9,997			2,512
Interest and other income		82			92		346			341
Other expense		(84	)		—		(84	)		—
Income before income taxes		5,118			1,538		10,259			2,853
Income tax benefit		13,777			120		13,420			61
Net income	$	18,895		$	1,658	$	23,679		$	2,914
Net income per share:
Basic	$	0.63		$	0.06	$	0.80		$	0.10
Diluted	$	0.62		$	0.05	$	0.77		$	0.10
Weighted average shares outstanding used in computing per share amounts:
Basic		29,819			29,058		29,566			28,765
Diluted		30,646			30,316		30,671			29,945

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Constant Contact, Inc.

Calculation of Adjusted EBITDA and Adjusted EBITDA Margin (unaudited)

(In thousands)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2011			2010			2011			2010
Net income	$	18,895		$	1,658		$	23,679		$	2,914
Subtract:
Interest and other income		82			92			346			341
Income tax benefit		13,777			120			13,420			61
Add back:
Depreciation and amortization		3,842			3,302			14,409			11,897
Stock-based compensation expense		3,065			2,742			11,708			8,552
Other expense		84			—			84			—
Adjusted EBITDA	$	12,027		$	7,490		$	36,114		$	22,961
Divide by:
Revenue	$	57,532		$	47,467		$	214,420		$	174,231
Adjusted EBITDA margin		20.9	%		15.8	%		16.8	%		13.2	%

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Constant Contact, Inc.

Calculation of Non-GAAP Net Income and Non-GAAP Net Income per Share (unaudited)

(In thousands, except per share data)

	Three Months Ended				Year Ended
	December 31,				December 31,
	2011		2010		2011		2010
Net income	$	18,895	$	1,658	$	23,679	$	2,914
Subtract:
Non-cash portion of income tax benefit		13,818		180		13,597		180
Add back:
Stock-based compensation expense		3,065		2,742		11,708		8,552
Non-GAAP net income	$	8,142	$	4,220	$	21,790	$	11,286
Non-GAAP net income per share: diluted	$	0.27	$	0.14	$	0.71	$	0.38
Weighted average shares outstanding used in computing per share amounts		30,646		30,316		30,671		29,945

Constant Contact, Inc.

Calculation of Free Cash Flow (unaudited)

(In thousands)

	Three Months Ended					Year Ended
	December 31,					December 31,
	2011		2010			2011		2010
Net cash provided by operating activities	$	13,408	$	4,598		$	41,654	$	25,048
Subtract:
Acquisition of property and equipment		5,185		5,241			18,106		17,158
Free cash flow	$	8,223	$	(643	)	$	23,548	$	7,890

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Constant Contact, Inc.

Consolidated Condensed Balance Sheets (unaudited)

(In thousands)

	December 31, 2011			December 31, 2010
Assets
Current assets
Cash and cash equivalents	$	49,589		$	32,892
Marketable securities		90,523			91,461
Accounts receivable, net		58			44
Prepaid expenses and other current assets		8,891			5,562
Total current assets		149,061			129,959
Property and equipment, net		34,263			29,723
Restricted cash		750			750
Goodwill		18,935			5,248
Acquired intangible assets, net		3,046			781
Other assets		2,363			1,214
Deferred tax assets		12,960			—
Total assets	$	221,378		$	167,675
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	8,906		$	7,444
Accrued expenses		10,515			6,724
Deferred revenue		28,983			25,103
Total current liabilities		48,404			39,271
Other long-term liabilities		2,052			2,282
Total liabilities		50,456			41,553
Common stock		301			293
Additional paid-in capital		190,039			168,974
Accumulated other comprehensive income		61			13
Accumulated deficit		(19,479	)		(43,158	)
Total stockholders’ equity		170,922			126,122
Total liabilities and stockholders’ equity	$	221,378		$	167,675

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Constant Contact, Inc.

Consolidated Condensed Statements of Cash Flows (unaudited) (In Thousands)

	Year Ended
	December 31,
	2011			2010
Cash flows from operating activities
Net Income	$	23,679		$	2,914
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14,409			11,897
Amortization of premiums on investments		660			128
Stock-based compensation expense		11,708			8,552
Provision for (recovery of) bad debts		3			(2	)
Loss on sale of equipment		79			—
Gain on sales of marketable securities		(13	)		(11	)
Deferred income taxes		(13,827	)		(180	)
Taxes paid related to net share settlement of restricted stock units		(319	)		—
Change in operating assets & liabilities, net of effects from acquisition:
Accounts receivable		(17	)		11
Prepaid expenses and other current assets		(2,462	)		(2,130	)
Other assets		(1,149	)		(942	)
Accounts payable		1,462			1,638
Accrued expenses		3,791			(709	)
Deferred revenue		3,880			4,762
Other long-term liabilities		(230	)		(880	)
Net cash provided by operating activities		41,654			25,048
Cash flows from investing activities
Purchases of marketable securities		(130,702	)		(147,525	)
Proceeds from maturities of marketable securities		46,313			87,195
Proceeds from sales of marketable securities		84,727			22,005
Payment for acquisitions, net of cash acquired		(15,600	)		(2,225	)
Proceeds from sale of equipment		81			—
Purchases of intangible assets		(685	)		—
Acquisition of property and equipment		(18,106	)		(17,158	)
Net cash used in investing activities		(33,972	)		(57,708	)
Cash flows from financing activities
Proceeds from issuance of common stock pursuant to exercise of stock options		7,926			4,958
Income tax benefit from the exercise of stock options		229			—
Proceeds from issuance of common stock pursuant to employee stock purchase plan		859			772
Net cash provided by financing activities		9,014			5,730
Effects of exchange rates on cash		1			—
Net increase (decrease) in cash and cash equivalents		16,697			(26,930	)
Cash and cash equivalents, beginning of period		32,892			59,822
Cash and cash equivalents, end of period	$	49,589		$	32,892
Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock in connection with the acquisition of NutshellMail, Inc.	$	—		$	3,603
Capitalization of stock-based compensation		670			382

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