At Will Employment & Severance for Termination without Cause

Annual Base Salary: You will receive an annual base salary of three hundred fifty thousand dollars ($350,000.00), minus applicable tax withholdings. Such compensation shall be paid semi-monthly in accordance with normal Company payroll practices. I am sure you recognize that the quotation of an annual salary rate is for purposes of communication and is not intended to imply a specific condition or length of employment.

Stock Option Plan: If you accept this offer, a recommendation will be made to the Chief Executive Officer (“CEO”) of the Company that you be granted Company Restricted Stock Units (“RSUs’) of the Company’s common stock with an economic value of $80,000 and an option to purchase shares of the Company’s common stock (“Options”) with an economic value of $80,000, for a total economic value of $160,000. This award is subject to approval by the Compensation Committee of the Company’s Board of Directors. Once approved, the award is expected to be granted on the last business day of the month in which your employment with the Company begins. The NASDAQ closing price of the Company’s common stock on the last business day of the month in which your employment with the Company begins will be used to determine the economic value of the RSUs. This award will vest according to a plan schedule (currently 33% vested each year for 3 years), and commence on the last business day of the month in which your employment with the Company begins.  You will be responsible for any taxes associated with the vesting of RSUs. The award is wholly discretionary in nature, in recognition of performance or anticipated performance, and does not create any obligation on the part of the Company to maintain your employment through any part of the vesting schedule or to grant additional awards in the future.

Target Short Term Incentive (STI) Opportunity: If you accept this offer, you will be eligible to participate in a 2013 Target STI Opportunity for select Senior Geeknet Executives, which is based on revenue, EBITDA, and individual performance, with the goals to be established by the Company’s Board of Directors and communicated to you at the same time as such goals are established and communicated to similarly situated executives of the Company. Your target payout bonus opportunity will be based on 30% of your base salary, with actual performance to be determined on the pre-established goals described in the prior sentence. In order to be eligible to receive a bonus under the 2013 Short Term Incentive Opportunity Plan, you must be employed on the date that such bonus payments are made to participants.

Employee Benefits: You will receive and be eligible to participate in the Company’s normal employee benefits package provided to full time employees, including health insurance (medical, dental and vision insurance), life and disability insurances, flexible spending account program as well as our 401(k) retirement plan. You will also receive 20 days of paid time off (PTO) per year under the Executive PTO plan, accrued semi-monthly on the basis of your length of employment from your date of hire in regular, full-time position. PTO can be taken in advance of the time being accrued in the PTO bank.