THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 3rd day of
March, 2008, by and between Desktop Interactive, Inc. d/b/a InterClick.com, a Delaware corporation (the
“Corporation”) with offices at 257 Park Avenue South, Suite 602, New York, NY 10010, and Andrew Katz,
an individual residing at 365 SE 6
Avenue, Apt. 307, Delray Beach, FL 33483 (the “Employee”), under the
A. The Corporation desires to secure the services of the Employee upon the terms and conditions
hereinafter set forth; and
B. The Employee desires to render services to the Corporation upon the terms and conditions
hereinafter set forth.
C. The Employee has been offered a position with the Company which is of the nature that
Employee will either generate or be entrusted with information, ideas and materials pertaining to the Corporations
proprietary system ad serving systems.
NOW, THEREFORE, the parties mutually agree as follows:
1. Employment. The Corporation hereby employs the Employee and the Employee
hereby accepts employment as an employee of the Corporation, subject to the terms and conditions set
forth in this Agreement.
2. Duties. The Employee shall serve as the Chief Technology Officer (CTO) of Interclick
and shall devote his full time effort to help the Corporation achieve its objectives and perform such other
tasks, consistent with his position, as may be, from time to time, assigned to him by the Chief Executive
Officer of the Corporation. The Employee shall report directly to the Chief Executive Officer of the
Corporation. The Corporation acknowledges that to meet the objectives will require the Corporation to
make a significant investment in equipment and personnel.
3. Term of Employment. Subject to Section 5 below, the term of the Employee’s
employment hereunder, unless sooner terminated as provided herein (the “ Initi