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

(e) Change of Control and Termination Agreement with Patricia A. Morris

On July 16, 2008 the Compensation Committee of the Board of Directors of SourceForge, Inc. (the "Company") approved the adoption of amended change of control and termination benefits for Patricia A. Morris, the Company's Senior Vice President and Chief Financial Officer, and authorized the Company to enter into an agreement with Ms. Morris to reflect the following benefits:

(A) if Ms. Morris's employment is terminated by the Company at any time for any reason not deemed by the Company to be for "cause," then, in addition to receiving all accrued and then unpaid salary and vacation, Ms. Morris will be entitled to receive: (i) three months of accelerated vesting and a 90 day post-termination exercise period; (ii) compensation equal to six months of her annual base salary; (iii) payment of the quarterly bonus, if any, she would have been paid under the Company's bonus plan for the entire quarter in which such termination occurred; and (iv) six months of reimbursement for COBRA health benefits coverage; and

(B) if, following a "change of control," Ms. Morris's employment is terminated by the Company at any time for any reason not deemed by the Company to be for "cause," or Ms. Morris is subject to "constructive termination", then, in addition to receiving all accrued and then unpaid salary and vacation, Ms. Morris will be entitled to receive: (i) compensation equal to twelve months of her annual base salary; (ii) twelve months of accelerated vesting; (iii) payment of the quarterly bonus, if any, she would have been paid under the Company's bonus plan for the entire quarter in which such termination occurred; and (iv) twelve months of reimbursement for COBRA health benefits coverage.

The awarding of any the above described benefits will be contingent upon Ms. Morris entering into a separation and release of claims agreement prepared by the Company.

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