X0204 3 2011-10-31 0 0001378846 interclick, inc. ICLK 0001534203 Kaplan Keith Jon 11 WEST 19TH STREET 10TH FLOOR NEW YORK NY 10011 0 1 0 0 Pres and Chief Revenue Officer Common Stock 275000 D Represents a grant of common stock (the "Shares"), issued pursuant to Mr. Kaplan's employment agreement with the Company, which shall vest in equal portions annually over a period of four years, provided that Mr. Kaplan is still employed by the Company or an affiliate of the Company on the applicable vesting date. Notwithstanding the foregoing, the Shares shall vest as to 25% of any then unvested portion of the Shares upon the first occurrence of a Change of Control (as defined in Mr. Kaplan's employment agreement) (with the remainder vesting in accordance with the original vesting schedule with each vesting installment reduced pro rata to reflect such accelerated vesting) and as to 100% of any then unvested portions of the Shares in the event Mr. Kaplan is terminated by the Company without Cause (as defined in Mr. Kaplan's employment agreement) following a Change of Control and Mr. Kaplan executes a general release of claims against the Company and its affiliates in a form acceptable to the Company that becomes effective and irrevocable within sixty (60) days following such termination of employment. /s/ Keith Kaplan 2011-11-04