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

On January 2, 2013, Brightcove Inc. (the "Company") entered into an employment separation agreement with Edward Godin pursuant to which Mr. Godin will resign as Chief People Officer of the Company effective as of December 27, 2012. The employment separation agreement, which supersedes the employment agreement between the Company and Mr. Godin dated August 8, 2011, provides for the following, among other things: (i) separation pay equal to approximately $290,250 plus Mr. Godin's 2012 annual bonus as determined in accordance with the Company's annual incentive compensation plan, (ii) payment reflecting the equivalent of 12 months of monthly employer contributions that the Company would have made to Mr. Godin to provide health insurance to him had he remained employed by the Company, (iii) a general release of claims by Mr. Godin in favor of the Company, (iv) the reasonable availability of Mr. Godin during the 30-day period following his separation to assist with transition-related matters, and
(v) 25% acceleration of all of Mr. Godin's outstanding stock options and restricted stock awards, except for the award of restricted stock units granted to Mr. Godin on May 8, 2012, the vesting of which will accelerate by 50%, in each case, in the manner specified in the employment separation agreement.

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