(e)

On February 7, 2017, the Board of Directors (the Board) of Rocket
Fuel Inc. (the Company) approved a grant of 230,000 performance
based restricted stock units (PSUs) to E. Randolph (Randy)
Wootton III, Chief Executive Officer of the Company, to the
Company’s 2013 Equity Incentive Plan and a performance-based
Restricted Stock Unit Award Agreement concurrently approved by
the Board for use thereunder. The PSUs will be eligible for
vesting (earned) based upon achievement of certain performance
goals and, once earned, will be subject to service-based vesting
requirements.>One-half of the shares subject to the PSUs will
be earned upon achievement of increases in the average closing
trading price of the Companys common stock over a 30-day period
to $4 per share (the Tranche 1 PSUs), and the remaining one-half
of the shares subject to the PSUs will be earned upon achievement
of increases in the average closing trading price of the Companys
common stock over a 30-day period to $6 per share (the Tranche 2
PSUs). In order for these PSUs to be earned, the applicable price
targets must be achieved within a three year period ending in
February 2020 and subject to Mr. Woottons continued service
through each applicable earn date. Once a tranche is earned, it
will be scheduled to vest on the 18-month anniversary of the date
it was earned, subject to continued service through the vesting
date. The applicable trading price targets may be proportionally
adjusted in the event of certain changes in capitalization, such
as a stock split.

If a change in control occurs during the three-year performance
period, any unearned Tranche 1 PSUs will become earned if the
transaction price per share is at or above $4 per share, and any
unearned Tranche 2 PSUs will become earned if the transaction price
per share is at or above $6 per share. If these transaction price
targets are not met in such a change in control, any unearned PSUs
that are not assumed or substituted for in the transaction will
terminate. If a change of control occurs and any PSUs have been
earned or are earned in connection with such change in control, the
earned PSUs will vest in full if such earned PSUs are not assumed
or substituted for in the transaction.

In addition, the PSU agreement modifies Mr. Woottons Management
Retention Agreement with the Company (the MRA) to provide that,
with respect to the PSUs, if, during the Change in Control Period
(as defined in the MRA), Mr. Wootton is terminated without Cause,
resigns for Good Reason, or is terminated due to his death or
Disability (as such terms are defined in the MRA), the performance
targets will no longer be deemed achieved at 50% levels. Instead,
the change in control price targets described above continue to
apply and if they are met, 50% of earned PSUs will accelerate
vesting in connection with such a termination, subject to the terms
and conditions of the MRA, including a release of claims
requirement in favor of the Company. The terms and conditions of
the MRA were previously described in the Form 8-K filed with the
U.S. Securities and Exchange Commission on March 24, 2015.

The foregoing description of the material terms of the PSU grant
should be read in conjunction with and is qualified in its entirety
by reference to the full text of the>performance-based
Restricted Stock Unit Award Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8K, and the MRA filed
as Exhibit 10.31 to Form 10-K filed with the U.S. Securities and
Exchange Commission on March 14, 2016, each of which is
incorporated herein by reference.

On February 7, 2017, the Compensation Committee of the Board
approved the payment of a one-time completion bonus (the Completion
Bonus) to Stephen Snyder, the Companys Chief Financial Officer, in
recognition for his leading certain initiatives related to the
Companys restructuring project announced on January 9, 2017. The
Completion Bonus shall be payable, subject to the completion of
specified objectives related to the restructuring, as follows:
$40,625 in July 2017, and $40,625 in February 2018, in each case,
less applicable tax withholdings and subject to Mr. Snyders
continued employment with the Company through the applicable
payment date. The Compensation Committee will reduce the amount of
the bonus, if any, it awards to Mr. Snyder under the Executive
Bonus Plan for 2017 by any Completion Bonus amounts paid to Mr.
Snyder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.