Summary of SOURCEFORGE, INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

(e) Approval of Fiscal Year 2009 Executive Officer Incentive Bonus Policies and Plan

On September 10, 2008, the Compensation Committee of the Registrant's Board of Directors approved the FY 2009 Executive Officer Incentive Bonus Policies and Plan for the Registrant's fiscal year ending July 31, 2009 (the "Executive Officer Plan"). A copy of the FY 2009 Executive Officer Incentive Bonus Policies is attached hereto as Exhibit 10.1, and incorporated herein by reference.

The Executive Officer Plan establishes the criteria, allocations, methodologies and metrics for the payment of quarterly bonuses, if any, to the Registrant's named executive officers. The bonus percentage allocations are eighty percent
(80%) based on meeting corporate strategic objectives and twenty percent (20%)
based on meeting management by objectives goals ("MBOs"). The Compensation Committee delegated to Robert M. Neumeister, Jr., the Registrant's Interim Chief Executive Officer and President, or his successor, the determination, monitoring, and reporting to the Compensation Committee on the achievement of the MBOs.

For the Registrant's online media business, the corporate strategic objectives will be one hundred percent (100%) based on meeting revenue targets. For the Registrant's e-commerce business, the corporate strategic objectives will be fifty percent (50%) based on meeting revenue targets and fifty percent (50%) based on meeting contribution margin targets. For the Registrant's named executive officers who are part of the Registrant's corporate group and not directly part of its online media or e-commerce businesses, the corporate strategic objectives will be sixty percent (60%) based on the online media business meeting its corporate strategic objectives and forty percent (40%) based on the e-commerce business meeting its corporate strategic objectives.

If the Registrant attains between 70% and 150% of its quarterly corporate strategic objectives, then the percentage attainment of such quarterly targets shall be multiplied by the named executive officer's applicable potential quarterly bonus (i.e., pro rata payout).

If the Registrant fails to reach 70% of its corporate strategic objectives, then there shall be no quarterly bonus payout associated with such targets (i.e., 0% payout). The MBO bonus allocation will only be paid out if the Registrant attains the quarterly floor of 70% of its corporate strategic objectives. All payouts will be based on the current quarter percentage of the Registrant's annual plan. Any bonus not paid in a particular quarter due to a floor not being met may be paid at the Registrant's fiscal year end if the Registrant attains its annual corporate strategic objectives by 70% or greater.

If the Registrant attains more than 150% of quarterly corporate strategic objectives, then the bonus payout amount shall be 150% of the applicable potential quarterly bonus (i.e., payout capped at 150%).