(e) Change of Control and Termination Agreements with Patricia S. Morris, Caroline Offutt and Jonathan Sobel

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 to certain officers of the Company, including Patricia S. Morris, the Company's Senior Vice President and Chief Financial Officer, Caroline Offutt, the Company's Vice President and General Manager, ThinkGeek.com, and Jonathan Sobel, the Company's Group President of Media (collectively, the "Named Executive Officers" or "NEOs"). The Compensation Committee authorized the Company to enter into revised employment agreements with each of the Named Executive Officers, reflecting the following benefits:

(A) other than as provided in paragraph (B) below, if such NEO'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, such NEO will be entitled to receive: (i) three months of accelerated vesting and a 90 day post-termination exercise period; (ii) compensation for a period of six months equal to such NEO's pro rata portion of his or her annual base salary; (iii) payment of the quarterly bonus, if any, such NEO would have been paid under the Company's bonus plan for the entire quarter in which such termination occurred; and
(iv) six months of health benefits coverage for such NEO and his or her eligible dependents; and

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

The foregoing description is qualified in its entirety by reference to each such NEO's Restated Employment Agreement, copies of which are filed herewith as Exhibits 10.1 - 10.3 hereto and incorporated herein by reference.

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:

EXHIBIT
NUMBER    DESCRIPTION

10.1      Restated Employment Agreement, dated April 9, 2009, by and between the
          Company and Patricia S. Morris

10.2      Restated Employment Agreement, dated April 9, 2009, by and between the
          Company and Caroline Offutt

10.3      Restated Employment Agreement, dated April 9, 2009, by and between the
          Company and Jonathan Sobel