Rocket Fuel Grants Equity Awards Under Its 2016 Inducement Equity Incentive Plan

Rocket Fuel (NASDAQ:FUEL), a leading programmatic marketing platform provider, today announced that it granted equity awards to its new chief financial officer on November 10, 2016, and to twelve new employees who are not executive officers of the company on November 8, 2016, under its 2016 Inducement Equity Incentive Plan (the "Plan"). The Plan was originally adopted by the board of directors of the company effective March 4, 2016 in accordance with NASDAQ Listing Rule 5635(c)(4).

The company granted nonstatutory stock options to purchase an aggregate of up to 101,000 shares of Rocket Fuel common stock to twelve new employees on November 8, 2016. Each option has a 10-year term and an exercise price of $1.86 per share, which was the closing price of Rocket Fuel's common stock on the grant date. Each option will vest as to 25% of the award on the first anniversary of its vesting start date and as to 1/48th of the award each month thereafter, subject to continued employment through each vesting date. The grants were approved by the compensation committee of the company's board of directors on November 8, 2016. As required by NASDAQ Listing Rule 5635(c)(4), each grant was made as a material inducement for the employee entering into an employment relationship with the company.

The company also granted a nonstatutory stock option to purchase up to 380,000 shares of Rocket Fuel common stock to Stephen Snyder, who joined the company as chief financial officer on November 10, 2016. Mr. Snyder's option has a 10-year term and an exercise price of $1.82 per share, which was the closing price of Rocket Fuel's common stock on the grant date. Mr. Snyder's option will vest as to 25% of the award on the first anniversary of Mr. Snyder's start date and as to 1/48th of the award each month thereafter, subject to his continued employment through each vesting date. The grant was approved by the compensation committee of the company's board of directors effective November 10, 2016. As required by NASDAQ Listing Rule 5635(c)(4), each grant was made as a material inducement for Mr. Snyder entering into an employment relationship with the company.

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