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)

October 17, 2014

Rocket Fuel Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36071	30-0472319
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Seaport Blvd.

Redwood City, CA 94063

(Address of principal executive offices, including zip code)

(650) 595-1300

(Registrant’s telephone number, including area code)

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))

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

(c)(3)

On September 8, 2014, Rocket Fuel Inc. (the “Company”) reported that J. Peter Bardwick, its Chief Financial Officer (“CFO”), was resigning as CFO effective September 30, 2014 and would continue with the Company in a consulting capacity thereafter.

Effective October 17, 2014, Mr. Bardwick entered into a Separation Agreement with the Company pursuant to which he received a severance payment of $8,660.79 and the parties agreed to certain modifications to Mr. Bardwick’s outstanding equity awards, including (i) the extension of the post-termination exercise period from three to six months with respect to two of Mr. Bardwick’s outstanding option grants and (ii) the modification of the vesting schedules for Mr. Bardwick’s outstanding options, as described below. The Separation Agreement included Mr. Bardwick’s release and waiver of claims against the Company.

On the same date, Mr. Bardwick and the Company also entered into a Consulting Agreement pursuant to which Mr. Bardwick has agreed to provide advice on financial and related matters from October 1, 2014 through December 31, 2014 (the “Consulting Term”), unless terminated earlier for convenience or breach. Under the terms of the Consulting Agreement, Mr. Bardwick will receive a fee of $15,000 per month for his services. Pursuant to the original terms of the agreements governing Mr. Bardwick’s outstanding options, the shares subject to such awards were scheduled to continue vesting during the Consulting Term. However, as part of the Separation Agreement described above, the vesting rate during the Consulting Term is reduced to 50% of the original vesting rate.

The foregoing descriptions of the Separation Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and Consulting Agreement, which are attached as Exhibit 10.01 and Exhibit 10.02 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
10.01	Separation Agreement, effective as of October 17, 2014, by and between Rocket Fuel Inc. and J. Peter Bardwick
10.02	Consulting Agreement, effective as of October 17, 2014, by and between Rocket Fuel Inc. and J. Peter Bardwick

SIGNATURES

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

ROCKET FUEL INC.

By: /s/ JOANN C. COVINGTON

JoAnn C. Covington

Vice President, General Counsel and Chief Privacy Officer

Date: October 22, 2014

EXHIBIT INDEX

Number	Description
10.01	Separation Agreement, effective as of October 17, 2014, by and between Rocket Fuel Inc. and J. Peter Bardwick
10.02	Consulting Agreement, effective as of October 17, 2014, by and between Rocket Fuel Inc. and J. Peter Bardwick

EX-10.01

September 30, 2014

J. Peter Bardwick

88 Red Hill Circle

Tiburon, CA 94920

Dear Peter:

As discussed, your employment at Rocket Fuel Inc. ("Company") will be coming to an end. Although the Company has no pre-existing obligation to you, it is prepared to assist you with your transition to new employment. This letter sets forth the terms of the Separation Agreement ("Agreement") that the Company is offering to you to aid in your employment transition.

1.    Separation. Your last day of work as Chief Financial Officer of the Company, and your employment termination date, will be September 30, 2014 ("Separation Date"). If you resign prior to the Separation Date, this Agreement will be null and void.

2.    Accrued Salary, PTO, Bonus Payment, and ESPP. On September 30, 2014, the Company will pay you all accrued salary through September 30, 2014 (“Salary”), and all accrued and unused PTO earned through the Separation Date (“PTO”). In addition, you will remain eligible to receive any variable compensation owed to you based on the Company’s performance in (1) the Second Quarter of 2014 (“Q2 Bonus”) and (2) the Third Quarter of 2014 (“Q3 Bonus”) (collectively, the “Bonuses”). Your Bonuses will be calculated pursuant to the 2014 Executive Bonus Plan. Your Q2 Bonus will be paid on the Separation Date and your Q3 Bonus will be paid after the Separation Date in accordance with the Company’s regular bonus payment schedule. Your Salary, PTO and Bonus are subject to all required payroll deductions and withholdings. If you participate in the Company’s Employee Stock Purchase Plan (“ESPP”), all payroll deductions made during the current offering period will be withdrawn and paid to you, without interest, on the Separation Date. You will no longer be eligible to participate in the current or any future ESPP offerings. You are entitled to all of the payments discussed in this section regardless of whether or not you sign this Agreement.

3.    Health Insurance. Your group health insurance will cease on the last day of the month in which your employment ends. At that time, you will be eligible to continue your group health insurance benefits, subject to the terms and conditions of the benefit plan, the federal Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and, as applicable, state insurance laws. You will receive additional information regarding your right to elect continued coverage under COBRA in a separate communication. You will be required to sign up for the COBRA insurance in order to receive this benefit.

4.    Consideration For Release of Claims. If you sign this Agreement, return it by the deadline specified below, and it becomes effective, as described below, and you comply fully with your obligations under this Agreement:

(a) (i) the first sentence of the final section (“Termination Period”) of Section I (Notice of Stock Option Grant) of your stock option agreement related to the stock option granted to you on September 19, 2011, attached hereto as Exhibit A (such agreement, the “2011Stock Option Agreement” and the option, the “2011 Option”), and (ii) the first sentence of the section “Termination Period” under the “Notice of Stock Option Grant” of your stock option agreement related to the stock option granted to you on February 6, 2014, attached hereto as

Exhibit B (such agreement, the “2014 Stock Option Agreement” and, together with the 2011 Stock Option Agreement, the “Stock Option Agreements”, and such option, the “2014 Option” and, together with the 2011 Option, your “Options”), each are deleted and replaced in full with the following sentence:

“This Option shall be exercisable for six (6) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider.”

As provided in each of the Option Agreements, notwithstanding the foregoing in no event may the 2011 Option or 2014 Option be exercised after the “Term/Expiration Date” as provided in the applicable Option Agreement, and further, each of the Options may be subject to earlier termination as provided in the equity plan under which it was granted;

and

(b) the Company shall pay you the amount of $8,660.79 less applicable taxes and withholdings (“Severance Payment”) in a lump sum. The Severance Payment will be due and payable within three (3) business days following the Effective Date of this Agreement.

5.    Other Compensation or Benefits. You acknowledge that concurrently with this Agreement, you are being provided a Consulting Agreement which is intended to be entered simultaneously with this Agreement, pursuant to which you will provide consulting services to Company for a period of three months after the Separation Date (“Consulting Agreement”). Except as expressly provided in this Agreement, or the Consulting Agreement, or as required by law, you will not receive any additional compensation, benefits or separation pay after the Separation Date. Thus, for any employee benefits sponsored by the Company not specifically referenced in this Agreement, or the Consulting Agreement, you will be treated as a terminated employee effective on your Separation Date. This includes but is not limited to a 401(k) plan, life insurance, accidental death and dismemberment insurance, and short and long-term disability insurance.

6.    Equity.Notwithstanding anything to the contrary in your Stock Option Agreements, or the equity award agreement related to the restricted stock unit award granted to you on February 6, 2014 (your “RSUs” and the agreement, attached hereto as Exhibit C,the “RSU Agreement”) or any other agreements between you and the Company related to your Options or RSUs, your Options will continue to vest while you remain a Service Provider pursuant to the Consulting Agreement at a rate that is one-half the rate at which, prior to this modification, the Options were scheduled to vest on any scheduled vesting date (for example, if 6,250 shares subject to your 2011 Option would have been scheduled to vest on a scheduled vesting date, then instead 3,125 shares subject to the 2011 Option instead will vest on such vesting date, assuming you remain a Service Provider pursuant to the Consulting Agreement on such date). Your 2014 Option and your RSUs are not scheduled to vest prior to the end of your consulting services under the Consulting Agreement, and therefore, is not expected to be impacted by this paragraph and each will remain fully unvested at the scheduled end of your consulting term. This paragraph, along with paragraph 4(a), acts as an amendment to your Stock Option Agreements.

7.    Tax Matters. The Company will withhold required federal, state and local taxes from any and all payments contemplated by this Agreement. Other than the Company's obligation and right to

withhold, you will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments contemplated by this Agreement (including, but not limited to, those imposed under Internal Revenue Code Section 409A).

8.    Expense Reimbursement. You agree that, within ten (10) days of the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred during your employment with the Company through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice.

9.    Return of Company Property. Except as necessary to provide consulting services to Company under the Consulting Agreement, by the Separation Date, you agree to return to the Company all hard copy and electronic documents (and all copies thereof) and other Company property that you have had in your possession at any time, including, but not limited to, files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information (including email), tangible property, credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof).

10.    Post-Employment Restrictions. You acknowledge your continuing obligations under your “At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement” ("Confidentiality Agreement") which prohibits disclosure of any confidential or proprietary information of the Company and solicitation of Company employees. A copy of your Agreement is attached hereto as Exhibit D.

11.    Confidentiality. The existence of this Agreement and its provisions will be held in strictest confidence by you and will not be publicized or disclosed in any manner whatsoever; provided, however, that you may disclose this Agreement in confidence: (a) to your immediate family; (b) to your attorney, accountant, auditor, tax preparer, and financial advisor; and (c) provided such disclosure may be necessary to enforce its terms or as otherwise required by law. For clarification, nothing in this Agreement is intended to prevent or prohibit you from making truthful statements in any legal proceeding or government investigation, or from exercising your non-waivable rights under the National Labor Relations Act.

12.    Mutual Non-disparagement. You agree not to disparage the Company, and its officers, directors, employees or agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation. Likewise, the Company’s executive officers and directors agree not to disparage you, and the Company’s executive officers agree to use reasonable best efforts to prohibit other Company employees or agents from disparaging you, in any manner likely to be harmful to you or your business, business reputation or personal reputation or which would be likely to negatively impact your ability to obtain future employment equivalent to your employment with Rocket Fuel; provided, however, that statements which are made truthfully in response to any question, inquiry or request for information required by legal process shall not violate this paragraph or this Agreement.The obligations of the Company’s executive officers and directors pursuant to the foregoing sentence extend only for so long as each individual is an officer or director of the Company.

13.    Cooperation. The parties acknowledge that as of the Separation Date, the Company is involved in litigation related to certain matters in which you were involved during your employment at the Company (“Litigation”). You agree to cooperate with the Company and participate to the extent

reasonably requested by the Company in connection with its investigation and response to the Litigation.

14.    Release of All Claims. Except as otherwise set forth in this Agreement and as provided in the Company’s by-laws and the indemnification agreement between you and the Company attached hereto as Exhibit E, each party does hereby release, acquit and forever discharge each other, and their affiliates, officers, agents, administrators, servants, employees, attorneys, successors, parent, subsidiaries, assigns and affiliates ("Released Party" or "Released Parties"), of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts, omissions, or conduct at any time prior to and including the date this Agreement is signed. This general release includes, but is not limited to: (i) claims and demands arising out of or in any way connected with your employment with the Company, or the termination of that employment; (ii) claims or demands related to your compensation or benefits with the Company, including but not limited to, wages, salary, bonuses, commissions, vacation pay, fringe benefits, expense reimbursements, incentive pay, severance pay, or any other form of compensation; (iii) claims pursuant to any federal, state or local law, statute, or cause of action including, but not limited to, claims for discrimination, harassment, retaliation, attorneys' fees or other claim arising under the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990, as amended; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA''); the federal Family Medical Leave Act, as amended; the federal Worker Adjustment and Retraining Notification Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the California Fair Employment and Housing as amended; the California Family Rights Act, as amended; California Spousal Military Leave Law, as amended; the California WARN Act, as amended; (iv) all tort claims, including without limitation, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, including claims arising out of an employment agreement, sales commission plan or incentive compensation plan applicable to your employment with the Company. To the extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or any unfair competition law of any jurisdiction. Notwithstanding the release set forth herein, the Indemnification Agreement (attached hereto as Exhibit E) remains in full force and effect.

Excluded from this Agreement are any claims which by law cannot be waived in a private agreement between an employer and employee. Moreover, this Release does not prohibit you from filing a charge with the National Labor Relations Board (“NLRB”) or Equal Employment Opportunity Commission (the "EEOC") or equivalent state agency in your state or participating in an NLRB, EEOC or state agency investigation. You do agree to waive your right to monetary relief, reinstatement or other recovery should any claim be pursued with the NLRB, EEOC, state agency, or any other federal state or local administrative agency on your behalf arising out of or related to your employment with and/or separation from the Company.

15.    ADEA Waiver You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, as amended. You also acknowledge that the consideration given for the waiver and release herein is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) your waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement; (b) you have been advised hereby that you have the right

to consult with an attorney prior to executing this Agreement; (c) you have twenty-one (21) days from the date of this Agreement to execute this Agreement (although you may choose to voluntarily execute this Agreement earlier); (d) you have seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (e) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Agreement is executed by you, provided that the Company has also executed this Agreement by that date ("Effective Date"); and (f) this Agreement does not affect your ability to challenge the knowing and voluntary nature of the release of claims under the ADEA in this Agreement. You and the Company agree that changes to this Agreement, whether material or immaterial, do not restart the running of the 21 day period for execution of this Agreement.

16.    No Actions or Claims. You represent that you have not filed any charges, complaints, grievances, arbitrations, lawsuits, or claims against the Company, with any local, state or federal agency, union or court up to the date of execution of this Agreement pertaining to the claims released in this Agreement, and that, except as allowed by this Agreement, you will not do so at any time hereafter, based upon events occurring prior to the date of execution of this Agreement. In the event any agency, union, or court ever assumes jurisdiction of any lawsuit, claim, charge, grievance, arbitration, or complaint, or purports to bring any legal proceeding on your behalf pertaining to the claims released in this Agreement, except as allowed by this Agreement, you will ask any such agency, union, or court to withdraw from and/or dismiss any such action, grievance, or arbitration, with prejudice.

17.    Waiver. In granting the release herein, you understand that this Agreement includes a release of all claims known or unknown. In giving this release, which includes claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Company.

18.    Acknowledgements and Representations. You acknowledge and represent that you have not suffered any discrimination or harassment by any of the Released Parties on account of your race, gender, national origin, religion, marital or registered domestic partner status, sexual orientation, age, disability, medical condition or any other characteristic protected by law. You acknowledge and represent that you have not been denied any leave, benefits or rights to which you may have been entitled under the FMLA or any other federal or state law, and that you have not suffered any job-related wrongs or injuries for which you might still be entitled to compensation or relief. You further acknowledge and represent that, except as expressly provided in this Agreement, you have been paid all wages, bonuses, compensation, benefits and other amounts that any of the Released Parties have ever owed to you, and you understand that you will not receive any additional compensation, severance, or benefits after the Separation Date, with the exception of any vested right you may have under the terms of a written ERISA-qualified benefit plan. If the representation in the foregoing sentence is not accurate, you should speak with the Company’s Legal Department before signing this Agreement.

19.    Section 409A. This Agreement and all payments and benefits hereunder are intended to be exempt from or otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance thereunder (together, “Section 409A”), so that none of the payments

and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted in that manner. In all cases, any Severance Payment, Q2 Bonus and Q3 Bonus payable to you under this Agreement will be paid within the “short-term deferral” period under Section 409A. Notwithstanding the foregoing, if and to the extent necessary to avoid subjecting you to an additional tax under Section 409A, payment of all or a portion of the severance payments or benefits payable under this Agreement and any other separation-related deferred compensation (within the meaning of Section 409A) will be delayed until the date that is 6 months and 1 day following your separation from service (within the meaning of Section 409A). You and the Company agree to work together to consider amendments to this Agreement and to take such reasonable actions to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to you. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of the Section 409A-related regulations.

20.    Miscellaneous. Except as amended by this Agreement, your Option Agreements and RSU Agreement remain in full force and effect and subject to the terms and conditions of the equity plan and equity award agreements under which they were granted (together, the “Equity Agreements”). This Agreement, including Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E, constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court or arbitrator so as to be rendered enforceable. If the provision in question cannot be so modified, then it will be deemed deleted. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California.

If this Agreement is acceptable to you, please sign below no sooner than the Separation Date and no later than October 22, 2014, and return the original to me.

Sincerely,

Rocket Fuel Inc.

By:     /s/ GEORGE JOHN                

George John

CEO

Agreed:

/s/ J. PETER BARDWICK                

J. Peter Bardwick

Exhibit A: 2011 Stock Option Agreement

Exhibit B: 2014 Stock Option Agreement

Exhibit C: 2014 RSU Agreement

Exhibit D: At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement

Exhibit E: Indemnification Agreement

EX-10.02

Not Binding Unless Signed by Both Parties        Confidential                

ROCKET FUEL INC.

CONSULTING AGREEMENT

This Consulting Agreement (the “Consulting Agreement” or the “Agreement”) is effective as of October 1, 2014(the “Effective Date”) by and between Rocket Fuel Inc., a Delaware corporation and its divisions, subsidiaries and affiliates (collectively, “Rocket Fuel”), with principal offices at 1900 Seaport Boulevard, Redwood City, CA 94063, and J. Peter Bardwick, individually with his address at 88 Red Hill Circle, Tiburon, CA 94920 (“Consultant”).

Rocket Fuel desires to have Consultant perform services for Rocket Fuel and Consultant desires to perform such services for Rocket Fuel, subject to and in accordance with, the terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1.    SERVICES; DELIVERABLE ITEMS

Consultant hereby agrees to perform the services (the “Services”) and/or deliver the deliverable items (collectively, the “Deliverable Items,” and each a “Deliverable Item”), and Rocket Fuel agrees to pay the compensation related to the Services and/or Deliverable Items, as set forth in the work order attached hereto as Exhibit A (the “Work Order”). The Services provided by Consultant will be generally in the nature of providing financial advice, and such other services as may be mutually agreed-upon in connection with Rocket Fuel’s business.

2.    COMPENSATION

2.01    Amount of Payments. Rocket Fuel agrees to pay to Consultant the sums set forth in the relevant Work Order(s) relating to such Services and/or Deliverable Items on the first day of each month during the Term (that is, October 1, November 1 and December 1, 2014). Consultant shall not be entitled to any additional compensation in connection with Rocket Fuel’s use and/or exploitation of the rights granted to Rocket Fuel under this Agreement, unless such compensation is specifically designated in this Agreement or a Work Order(s).

2.02    Taxes; Withholding. Consultant agrees that it is Consultant’s responsibility as an independent consultant to remit any and all taxes to Consultant’s government based on the compensation paid to Consultant and/or Consultant’s employees or subcontractors under this Agreement. Rocket Fuel shall have the right to withhold all amounts that Rocket Fuel is required by law to withhold from payments made to Consultant hereunder for any foreign, national, state or local sales, use, value added, withholding or other taxes, customs duties or similar tariffs and fees, and such amounts may be deducted from amounts due and payable to Consultant under this Agreement. Rocket Fuel shall remit such payment together with any tax receipts, certificates or vouchers from the tax authorities evidencing payment of such taxes. Consultant agrees to comply with Rocket Fuel’s reasonable requests for certification, information, documentation, or other reporting requirement, including, but not limited to, completion of an IRS Form W-9 (Request for Taxpayer I.D. Number) or a Form W-8 BEN (for non-U.S. Consultants) to be delivered upon the execution of this Agreement, and, if applicable, any documentation necessary to obtain reduced rates under applicable income tax treaties. Rocket Fuel agrees to reasonably cooperate with Consultant in Consultant’s efforts to obtain such reduced tax rates, if applicable.

3.    ASSIGNMENT

3.01    General. Consultant agrees that all right, title, and interest in and to the Deliverable Items, any of the results or proceeds of the Services and any copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement, including interim versions (collectively, “Work Product”) and any copyrights, patents, trade secrets, or other intellectual property rights relating to the foregoing, are the sole property of Rocket Fuel. Consultant and Rocket Fuel agree that, if and to the extent Work Product produced hereunder qualifies as a “work made for hire” made by an independent contractor (as defined in subpart 2 of the definition in 17 U.S.C. § 101), copyrights in and to such Work Product shall be deemed to be owned exclusively by Rocket Fuel as a work made for hire. Consultant hereby irrevocably sells, grants and assigns to Rocket Fuel, without reservation, all Consultant’s right, title and interest, including any and all copyrights, patents, trade secrets, and other intellectual property rights, in and to the Work Product not owned by Rocket Fuel by operation of law as work made for hire, from the time of creation by Consultant, without regard to whether the Services or Deliverable Items to which such Work Product relates have been accepted by Rocket Fuel.

3.02    Pre-Existing Materials. Subject to Section 3.01, Consultant will provide notice and obtain prior written approval from Rocket Fuel prior to incorporating into any Work Product or utilizing in the performance of the Services any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest, prior to, or separate from, performing the Services under this Agreement (“Pre-Existing Materials”). Notwithstanding any failure to provide notice or obtain consent, Rocket Fuel is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Pre-Existing Materials as part of or in connection with such Work Product or derivatives thereof, and to practice any method related thereto. Consultant will not incorporate any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by any third party into any Work Product without Rocket Fuel’s prior written permission.

Rocket Fuel Inc. Consulting Agreement        Page 1 of 1

Not Binding Unless Signed by Both Parties        Confidential                

3.03    Employees and Subcontractors. Consultant acknowledges he will not need, and therefore agrees he will not utilize, any employee or subcontractor in performing the Services.

3.04    Execution of Documents. Consultant will cooperate with Rocket Fuel, at Rocket Fuel’s expense, in obtaining patent, copyright, trademark or other statutory protections the Work Product in each country in which one or more is sold, distributed or licensed and in taking any enforcement action, including any public or private prosecution, to protect Rocket Fuel’s intellectual property rights in or to the Work Product. Consultant hereby grants Rocket Fuel the exclusive right, and appoints Rocket Fuel as attorney-in-fact, to execute and prosecute in Consultant’s name as author or inventor or in Rocket Fuel’s name as assignee any application for registration or recordation of any copyright, trademark, patent or other right in or to the Work Product, and to undertake any enforcement action with respect to the Work Product. Consultant will execute such other documents of registration and recordation as may be necessary to perfect in Rocket Fuel, or protect, the rights assigned to Rocket Fuel hereunder in each country in which Rocket Fuel reasonably determines such action to be prudent. In the event that Consultant is unwilling or unable to comply with the foregoing, Consultant designates Rocket Fuel as Consultant’s attorney in fact for the purpose of executing any documents reasonably necessary to comply with the foregoing.

3.05    Survival. This Section 3 will survive the expiration or any termination of this Agreement.

4. COMPANY PROPERTY

To assist Consultant in providing the Services or in the development of any Deliverable Item, Rocket Fuel may from time to time provide Consultant with certain equipment, software, and materials (“Company Property”). Company Property shall include, without limitation, all hard copy and electronic documents (and all copies thereof) and other Company property that you have had in your possession at any time, including, but not limited to, files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information (including email), tangible property (cell phone, etc.), credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof). At any time upon demand of Rocket Fuel, Consultant shall return to Rocket Fuel all Company Property and Consultant shall obtain no rights to any Company Property except for the limited right to use the same in providing the Services and in the development of the Deliverable Items.

5.    CONFIDENTIALITY

5.01    Definitions.

(a)    “Confidential Information” means: (i) any information concerning the existing or future products of Rocket Fuel; (ii) any information relating to Rocket Fuel’s finances, management, business operations, products, business plans, or services; (iii) the contents of any Work Order issued under this Agreement; (iv) any Work Product; (v) the terms of this Agreement and any Exhibit, or other attachment; (vi) any software, documentation, materials or information provided to Consultant by Rocket Fuel to assist Consultant in performing the Services and preparing the Deliverable Items; (vii) any additional information designated in writing as “confidential” by Rocket Fuel, and (ix) Third Party Confidential Information (defined below).

(b)    Notwithstanding 5.01(a), Confidential Information excludes information that Consultant can show, with contemporaneous documentary evidence: (i) is or becomes known to the general public without breach of the nondisclosure obligations of this Agreement; (ii) is obtained on a non-confidential basis from a third party who had a right to disclose such information , or (iii) is independently developed by Consultant without use of or access to Rocket Fuel’s Confidential Information or other breach of a nondisclosure obligation and without restriction on disclosure.

5.02    Protection of Confidential Information. Consultant agrees to hold in confidence, and not to use except as expressly necessary to perform its obligations under this Agreement, all Confidential Information and to use at least the same degree of care that it uses to protect its own Confidential Information of the highest importance, but in no event less than reasonable care, to prevent the unauthorized disclosure or use of Confidential Information, both during and after the term of this Agreement. Notwithstanding the foregoing, Consultant may disclose information solely to the extent compelled by applicable law or in connection with any suit, action or other dispute related to this Agreement, provided, however, that prior to such disclosure, Consultant shall provide prior written notice to Rocket Fuel and seek a protective order or such similar confidential protection as may be available under applicable law, and disclose only that portion of Confidential Information that is legally required to be disclosed.

5.03    Third Party Confidential Information. Consultant may obtain access to confidential and proprietary information, intellectual property, and trade secrets of third parties from Rocket Fuel in the course of performing work for Rocket Fuel (“Third Party Confidential Information”).  Consultant expressly acknowledges (i) the valuable nature of such Third Party Confidential Information; and (ii) the third parties’, right, title and interest in such Third Party Confidential Information.  All such materials constitute Confidential Information under this Agreement and shall be treated by Consultant as such.  Consultant shall not undertake any act or thing which in any way impairs or is intended to impair any part of the right, title, interest or goodwill of such third parties in such Third Party Confidential Information.  Consultant’s use of such Third Party Confidential Information shall not create any right, title or interest of Consultant therein.  Third parties as described herein are intended third-party beneficiaries of this Agreement.

5.04    Survival. The provisions of this Section 5 will survive the expiration or any termination of this Agreement.

6.    REPRESENTATIONS AND WARRANTIES

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6.01    Consultant’s Representations. Consultant makes the following representations and warranties to Rocket Fuel:

(a)    Other than content and materials furnished by Rocket Fuel or Rocket Fuel’s third-party contractors, the Services, Work Product and each of the Deliverable Items will be the result of solely the original work of Consultant and will not infringe upon any patent, copyright, trade secret or other proprietary rights of others.

(b)    Consultant is the sole and exclusive owner of Consultant’s contributions to the Deliverable Items, the Work Product and to the results and proceeds of the Services, subject only to the rights herein assigned to Rocket Fuel.

(c)    Consultant has not previously granted and will not grant any rights in Consultant’s contributions to the Deliverable Items, the Work Product or the results and proceeds of the Services to any third party which are inconsistent with the rights assigned to Rocket Fuel herein;and there is no third party that has or may have any claim to the Deliverable Items or the results and proceeds of the Services.

(d)    Consultant has full power to enter into this Agreement, to carry out Consultant’s obligations hereunder and to grant the rights herein granted to Rocket Fuel.

(e)    Consultant acknowledges that, due to the nature of the Services to be performed under this Agreement, performing similar services for an organization whose business involves products or services that are competitive with Rocket Fuel would necessarily result in the use and/or disclosure of Confidential Information of Rocket Fuel. During the term of this Agreement, (or any Work Order, if the Work Order has a later termination date), if Consultant is subject to any contract or other arrangement, including, but not limited to, an employment agreement, to perform similar services requested hereunder for any organization whose business involves products or services that are competitive with Rocket Fuel, Consultant, in advance of accepting such work, will notify Rocket Fuel of: (i) the name of the organization with which Consultant proposes to contract or provide services, or become employed by; and (ii) information sufficient to allow Rocket Fuel to determine if such services conflict with the terms of this Agreement or the interests of Rocket Fuel. If Rocket Fuel determines that a conflict will be created, and should Consultant accept such conflicting and/or competitive engagement, Rocket Fuel reserves the right to terminate this Agreement immediately.

(f)    Consultant warrants that the Services will be performed in accordance with, and the Deliverable Items will conform to, all applicable laws and regulations and the highest professional standards in its industry.

(g)    Consultant has not and will not incorporate into any Work Product any intellectual property, software, copyrighted works or other material owned by any third party, including, without limitation, any “open source” software, “shareware,” “freeware” or similar software without Rocket Fuel’s prior express written permission. 

6.02    Mutual Indemnification. Consultant shall indemnify and hold harmless Rocket Fuel, its officers, directors, employees, agents and representatives from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable legal fees and disbursements) which may be obtained against, imposed upon or suffered by any of them as a result of any breach by Consultant of any of Consultant’s representations or warranties under this Agreement. Rocket Fuel shall indemnify and hold harmless Consultant from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable legal fees and disbursements) relating to or arising from Consultant’s provision of the Services and/or Deliverable Items under this Consulting Agreement, other than from claims arising out of Consultant’s breach of his representations or warranties under this Agreement. The indemnification rights and obligations as provided by this Consulting Agreement shall not limit the rights and obligations under any other agreements between Consultant, in any capacity, and the Company.

6.03    Survival. The representations, warranties and indemnity stated in this Section 6 will survive the expiration or any termination of this Agreement.

7.    TERM AND TERMINATION

7.01    Term. The term of this Agreement will commence on October 1, 2014, the Effective Date, and will continue until December 31, 2014 (the “Term”) unless this Agreement is terminated earlier by the mutual consent of the parties, or in accordance with Section 7.02 or 7.03 below.

7.02    Termination for Convenience. Consultant may terminate this Agreement for convenience by giving two (2) days prior written notice to the Company, without further liability of any kind to the Company, except that Rocket Fuel will pay Consultant undisputed amounts due pursuant to any outstanding Work Order for Services and Deliverable Items accepted prior to the time of such termination.

7.03    Termination for Breach. In the event of a material breach by either party of a material provision hereof, which breach is not cured within ten (10) days after written notice thereof by the other party, then the non-breaching party may immediately terminate this Agreement.

7.04    Limitation of Liability. EXCEPT FOR A BREACH OF SECTION 5 ABOVE AND EXCEPT AS PROVIDED IN SECTION 6.02 ABOVE, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR THE LOSS OF ANTICIPATED PROFITS ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT BY SUCH PARTY, EVEN IF SUCH PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL

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PURPOSE. EXCEPT FOR A BREACH OF SECTION 5 ABOVE AND EXCEPT AS PROVIDED IN SECTION 6 ABOVE, THE MAXIMUM LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE FEES PAID BY ROCKET FUEL TO CONSULTANT IN THE MOST RECENT THREE (3) MONTH PERIOD.

8.     ARBITRATION; RELIEF.

8.01    Arbitration. In consideration of Consultant’s consulting relationship with Rocket Fuel, its promise to arbitrate all disputes related to Consultant’s consulting relationship with Rocket Fuel and Consultant’s receipt of the compensation and other benefits paid to Consultant by Rocket Fuel, at present and in the future, Consultant agrees that any and all controversies, claims, or disputes with anyone (including Rocket Fuel and any employee, officer, director, shareholder or benefit plan of Rocket Fuel in their capacity as such or otherwise) arising out of, relating to, or resulting from Consultant’s consulting relationship with Rocket Fuel or the termination of Consultant’s consulting relationship with Rocket Fuel, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1281.8 (the “Rules”) and pursuant to California law. Disputes which Consultant agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include as applicable any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination or wrongful termination and any statutory claims. Consultant further understands, and Rocket Fuel agrees, that this Agreement to arbitrate also applies to any disputes that Rocket Fuel may have with Consultant.

8.02Arbitration Procedure. Consultant and Rocket Fuel agree that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”). Consultant and Rocket Fuel agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Consultant and Rocket Fuel agree that the arbitrator shall issue a written decision on the merits. Consultant and Rocket Fuel also agree that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. Consultant and Rocket Fuel agree that the arbitrator shall administer and conduct any arbitration in a manner consistent with the Rules, including the California Code of Civil Procedure, and that the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law shall take precedence. Consultant and Rocket Fuel further agree that any arbitration under this Agreement shall be conducted in San Mateo County, California.

8.03Remedy. Except as provided by the JAMS Rules, arbitration shall be the sole, exclusive and final remedy for any dispute between Consultant and Rocket Fuel. Accordingly, except as provided for by the JAMS Rules or California law, neither Consultant nor Rocket Fuel will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Rocket Fuel policy, and the arbitrator shall not order or require Rocket Fuel to adopt a policy not otherwise required by law which Rocket Fuel has not adopted.

8.04Availability of Injunctive Relief. In accordance with Rule 1281.8 of the California Code of Civil Procedure, Consultant agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of any agreement regarding trade secrets or confidential information. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

8.05Administrative Relief. Consultant and Rocket Fuel understand and agree that this Agreement does not prohibit Consultant from pursuing an administrative claim with a local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the workers’ compensation board. This Agreement does, however, preclude Consultant from pursuing court action regarding any such claim, except as permitted by law.

8.06Voluntary Nature of Agreement. Consultant acknowledges and agrees that Consultant is executing this Agreement voluntarily and without any duress or undue influence by Rocket Fuel or anyone else. Consultant further acknowledges and agrees that Consultant has carefully read this Agreement and that Consultant has asked any questions needed for Consultant to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that Consultant is waiving Consultant’s right to a jury trial. Finally, Consultant agrees that Consultant has been provided an opportunity to seek the advice of an attorney of Consultant’s choice before signing this Agreement.

9.    GENERAL TERMS

9.01    Amendment. Amendments or modifications of this Agreement must be made in writing and signed by both parties.

9.02    Independent Contractors. Consultant is an independent contractor, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint venturers. Consultant will perform the Services under the general direction of Rocket Fuel, but Consultant will determine, in Consultant's sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Consultant shall at all times comply with applicable law.  Rocket Fuel has no right or authority to control the manner or means by which the Services are accomplished. Consultant will not be eligible for, or entitled to participate in, any plans, arrangements, or distributions by Rocket Fuel pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Rocket Fuel’s employees as a result of this Consulting Agreement, except as expressly set forth in the Confidential Separation Agreement

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dated September 30, 2014 (“Separation Agreement”). Accordingly, except as expressly set forth in the Separation Agreement, Consultant hereby waives any right to participate or receive benefits under such plans, programs, and arrangements, even if Consultant is later deemed eligible to participate in such plans, programs, and arrangements by a court or any government agency.

9.03    Force Majeure. Neither party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of material or supplies or any other cause reasonably beyond the control of such party (“Force Majeure”), provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof, and uses its diligent, good faith efforts to cure the breach. In the event of such a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure but not in excess of six (6) months.

9.04    Assignment. This Agreement may not be assigned in whole or in part by Consultant without the prior written consent of Rocket Fuel, except that Consultant may assign (subject to any rights of Rocket Fuel) Consultant’s interest in all or part of the payments due Consultant hereunder upon notice in writing to Rocket Fuel.

9.05    Right of Offset. Notwithstanding any provision contained in this Agreement, neither party will be prohibited from exercising any right of offset that may be available at law.

9.06    Governing Law. This Agreement shall be governed by and construed under the laws of the State of California (without regard to conflicts or choice of law principles). The parties agree that the sole and exclusive forum for any claim or dispute arising out of or relating to this Agreement shall be the state courts in San Mateo County, California or federal courts for the United States District Court for the Northern District of California in San Francisco, California. The parties expressly consent to the personal jurisdiction of such courts and irrevocably waive, to the fullest extent possible, the defense of an inconvenient forum. The foregoing choice of forum provision does not prevent either party from seeking injunctive relief in accordance with Section 8.04 above.

9.07    Compliance with Law. The parties shall comply with all applicable laws and regulations. Consultant shall promptly notify Rocket Fuel in writing of any charges of noncompliance filed against Consultant (including in connection with the Foreign Corrupt Practices Act).

9.08    Anti-Bribery Policy. Rocket Fuel is dedicated to fostering and maintaining the highest ethical standards for itself and its partners. By signing this Agreement with Rocket Fuel, Consultant agrees to comply with the following anti-bribery and anti-corruption regulations:

• The United States Foreign Corrupt Practices Act of 1977 (the “FCPA”),

• The United Kingdom Bribery Act of 2010 (the “Bribery Act”) and

• The Organization for Economic Co-operation and Development (OECD) Anti-Bribery Convention (the “Anti-Bribery Convention”), of which the United States, the United Kingdom, Netherlands, France, Germany, and Japan, among other countries, have adopted.

Both parties agree to fully comply with both the letter and spirit of those laws and all other laws against government corruption and bribery.

9.09     Whistleblower Notice. Consultant agrees that, in the event it acquires direct knowledge of any material compliance or business conduct complaint related to Rocket Fuel or Services provided under this Agreement, Consultant will notify Rocket Fuel of such complaint as soon as practical, but no later than 30 days after Consultant has noticed the misconduct or non-compliance. Notice may be provided anonymously via the following methods: 1) Via electronic mail to the Company’s General Counsel at generalcounsel@rocketfuelinc.com; 2) Via a third party hosted telephone hotline at the following toll-free number: 866-860-7127 in the United States or, persons calling from outside the United States should dial 402-572-2993; and 3) Via regular post sent to: Rocket Fuel Inc., Attn: General Counsel, 1900 Seaport Blvd., Redwood City, CA 94063, with a cc to: generalcounsel@rocketfuelinc.com.

9.10     Equal Opportunity Employer. The parties hereby incorporate the requirements of 41 C.F.R. § 60-300.5(a)ii and 41 C.F.R. § 60-741.5(a), if applicable. The Company and Consultant shall abide by the requirements of 41 C.F.R. § 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. The Company and the Consultant shall abide by the requirements of 41 C.F.R. § 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

9.11     Severability. If an arbitrator or court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to provide Company the maximum protection permitted by applicable law and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected. If the void, invalid or inoperative provision cannot be modified, it will be deemed deleted and the remaining provisions of this Agreement will not be affected.

9.12     Notices. Any notice required or permitted to be sent hereunder will be given by hand delivery, by registered, express or certified mail, return receipt requested, postage prepaid, or by nationally-recognized private express courier or by facsimile to either party at the address listed above, or to such other addresses of which either party may so notify the other. Notices will be deemed given when hand delivered if by hand delivery, or when sent if by any other authorized method.

9.13     Complete Agreement; Manner of Execution. This Agreement, including Exhibit A, listed below, which is incorporated into this Agreement by this reference, constitutes the entire agreement between the parties, and supersedes all prior negotiations, understandings, correspondence and agreements with respect to the same subject matter between the parties. This Agreement, as well as any amendment hereto or Work Order(s), may be signed in counterparts, each of which shall be deemed an original, but each of which together shall constitute

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one and the same instrument. The parties hereby consent to the use of electronic signatures, if applicable, and further agree that an electronic signature or a signature transmitted via facsimile or scanned email shall be considered binding and deemed the same as an original written signature for all purposes hereunder.

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

ROCKET FUEL INC.                        CONSULTANT

Signature:     /s/ GEORGE JOHN            Signature:     /s/ J. PETER BARDWICK        

Name:         George John                Name:     J. Peter Bardwick                

Title:     Chief Executive Officer                Date: ____________________________________________

Date: ____________________________________________

Exhibits:         Exhibit A: WORK ORDER

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Exhibit A

ROCKET FUEL INC. – WORK ORDER

This work order (“Work Order”) is subject to the terms of the Consulting Agreement between Rocket Fuel Inc. and J. Peter Bardwick (“Consultant”) effective as of October 1, 2014 (the “Consulting Agreement”). Terms capitalized in this Work Order but not otherwise defined have the meaning given to them in the Consulting Agreement.

Services:

Consultant will provide advice on financial and related matters, as set forth below on an ongoing basis during the term of this Work Order. The services may be provided onsite at Rocket Fuel corporate offices or, as appropriate, remotely by telephone or computer. Consultant agrees that the Deliverable Item(s) herein shall meet the specifications provided by Rocket Fuel from time to time and any other specifications which are mutually agreed upon by the parties. Consultant agrees to deliver the Deliverable Item(s) herein promptly and via secure electronic delivery, or any other such method as reasonably directed by Rocket Fuel.

• Advice on financial matters, as requested, including transitional assistance to the interim CFO, financing (bank lines and other), 2015 budget process, refining forecast and revenue recognition acceleration process, and goal setting for Q4 for G&A team.

• Advice in vetting VP IR and VP FP&A candidates

• Advice regarding IR related activities

• Consultation regarding review of HR team and HR planning

• Advice regarding IT with Cheetah and other ops improvement activities

Additional Conditions:

(1)The compensation shall be fifteen thousand dollars ($15,000.00) per month, but in no event will the total compensation paid to Consultant for the Services and any Deliverable Item(s) detailed in this Work Order exceed fifteen thousand dollars ($15,000.00) per month, unless otherwise agreed to in writing by the parties.

(2)Rocket Fuel shall pay Consultant the above-stated monthly compensation on the first day of each month during the Term (that is, October 1, November 1 and December 1, 2014) by check via overnight delivery to the following address:

Peter J. Bardwick

88 Red Hill Circle

Tiburon, CA 94920

(3)Rocket Fuel will reimburse Consultant for reasonable expenses incurred in providing the Services. Reimbursement requires appropriate documentation (receipts) for items above $25. In addition, all travel, and any expenses more than $100, must be pre-approved by Rocket Fuel in writing (email is acceptable).

IN WITNESS WHEREOF, the parties have executed this Work Order as of the Effective Date set forth on the Consulting Agreement.

ROCKET FUEL INC.                        CONSULTANT

Signature:     /s/ GEORGE JOHN            Signature:     /s/ J. PETER BARDWICK        

Name:         George John                Name:         J. Peter Bardwick            

Title:         Chief Executive Officer            Date: ______10/8/14______________________________________

Date: ______________10/10/14______________________________

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