Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) As previously disclosed in our Proxy Statement filed on April 13, 2009,
Vitaly Gudanets terminated his employment with Rainmaker Systems, Inc. (the
"Company") on April 15, 2009, to pursue other personal business opportunities.
Mr. Gudanets was Vice President, Global IT of the Company and one of the named
executive officers identified in our Proxy Statement filed on April 13, 2009.
Mr. Gudanets' duties and responsibilities have been assigned to other employees
within the Company's IT organization.
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