On February 21, 2017 Gregory R. Raifman provided notice to the Board of Directors of The Rubicon Project, Inc. (the “Company”) that he is resigning his position of President, effective February 21, 2017, to pursue another opportunity. Mr. Raifman’s employment will terminate on the close of business on February 28, 2017. Mr. Raifman will continue to serve as a member of the Board of Directors of the Company. Mr. Raifman serves in Class III of the Company’s classified board and consequently his service as a director of the Company will continue through the date of the Company’s 2017 annual meeting of stockholders, at which time directors currently serving in Class III or their replacements will be re-elected or elected.

Mr. Raifman is party to an Executive Severance and Vesting Acceleration Agreement with the Company in the form filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed with the Commission on February 4, 2014, as amended by the form of Amendment No. 1 to Executive Severance and Vesting Acceleration Agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 5, 2015 (the “Severance Agreement”).

In connection with Mr. Raifman’s cessation of employment, the Company has agreed to provide him with the severance benefits described in Section 2(b) of the Severance Agreement. The Company and Mr. Raifman have agreed to further amend the Severance Agreement and such amendment will provide that the Company will: (i) provide Mr. Raifman with the change-in-control benefits described in Section 2(c) of the Severance Agreement, if the Company enters into a definitive agreement for a Sale Transaction by June 30, 2017 and a Sale Transaction is consummated within six months thereafter, (ii) compensate Mr. Raifman at the rate of $500 per hour for post-employment services (unrelated to his service as a director) that the Company requests that he render in excess of ten hours (the Company is not required and does not currently expect to request such services), and (iii) accelerate the vesting of Mr. Raifman’s time-based equity compensation awards if he is serving as a director at the time of a Company change in control.

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About THE RUBICON PROJECT, INC. (NYSE:RUBI)

The Rubicon Project, Inc. offers a technology solution to automate the purchase and sale of advertising for both buyers and sellers. The Company’s solution enables buyers and sellers to purchase and sell a range of advertising units, including display and video, utilizing various inventory types, including direct sale of inventory, real-time bidding (RTB) and static bidding, across digital channels, including mobile Web, mobile application and desktop, as well as across various out of home channels, such as digital billboards. The Company’s platform features applications for digital advertising sellers, including Websites, mobile applications and other digital media properties, to sell their advertising inventory; applications and services for buyers, including advertisers, agencies, agency trading desks (ATDs), demand side platforms (DSPs) and advertisement networks, to buy advertising inventory, and a marketplace over which such transactions are executed.

THE RUBICON PROJECT, INC. (NYSE:RUBI) Recent Trading Information

THE RUBICON PROJECT, INC. (NYSE:RUBI) closed its last trading session up +0.08 at 8.93 with 942,309 shares trading hands.