EXHIBIT A

David Sankaran Sparks, NV

Your annual salary will be $320,000.00 and will be paid in accordance with Rocket Fuel’s normal payroll

procedures. In addition, you will be eligible for a bonus of 60% of your base salary, subject to your    continued employment through the date the bonus is earned pursuant to the terms of Rocket Fuel’s

Executive Incentive Compensation Plan. This bonus is not part of your base compensation and Rocket Fuel reserves the right to adjust the amount at any time.

Also, following your start date, it will be recommended to the Board or the Committee that you be granted an option (the “Initial Option Award”) to purchase 84,000 shares of Rocket Fuel’s common stock at a price per share equal to the fair market value per share of Rocket Fuel’s common stock on the date of grant, as determined in accordance with the Rocket Fuel equity plan under which it is granted. The Initial Option Award will be subject to the terms and conditions of the Rocket Fuel equity plan under which it is granted, as well as the terms and conditions, including vesting schedule, of a stock option agreement that will be provided to you as soon as practicable after the grant of the Initial Option Award, and the Equity Acceleration provisions below.

If within 12 months following a Change in Control (as such term is defined in the Plan), you are terminated: (i) by Rocket Fuel or a successor without Cause (defined below) and other than a termination due to your death or Disability (as such term is defined in the Rocket Fuel 2013 Equity Incentive Plan

(“Plan”)), or (ii) by you for Good Reason (defined below), then, subject to the provisions of Exhibit A, you will be eligible to receive: (A) a severance payment equal to three months of your then-current salary plus 25% of your then-current annual target bonus amount, and (B) a payment equivalent to the product of (1) the cash cost (measured as of immediately prior to your termination) of three months of the premiums required to receive the same level of health coverage (i.e., medical, dental and vision) as in effect for you, and if applicable, your dependents, on your date of termination had you elected to continue such group health insurance coverage under Rocket Fuel’s group health insurance plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (2) 1.5 (the “Special Severance Payment”, and together with the severance referenced in (i), the “Severance Payments”). You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.

If within 12 months following a Change in Control (as such term is defined in the Plan), your status as a Service Provider (as such term is defined in the Plan) is terminated: (i) by Rocket Fuel (or any successor) without “Cause” (as defined below); (ii) by you for “Good Reason” (as defined below); or (iii) due to your death or Disability (as such term is defined in the Plan), then, subject to the provisions of Exhibit A: (A) with respect to the Initial Option Award, the additional number of shares subject to the Initial Option Award that would have vested over the two-year period following such termination had you remained a Service Provider through such date will vest and become exercisable, and (B) with respect to the Initial RSU Award, an additional number of RSUs that would have vested over the two-year period following such termination had you remained a Service Provider through such date will vest (and for purposes of determining the number of accelerated RSUs, assuming that the Initial RSU Award had been scheduled to vest in equal monthly installments over a four-year period from the vesting commencement date) (the accelerated vesting referred to in (A) and (B), together, the “Equity Acceleration”). For purposes of clarification, the Equity Acceleration will apply to the Initial Option Award and the Initial RSU Award and to any subsequent equity awards granted to you by Rocket Fuel (if any).

Please note that your eligibility for the Severance Payments and the Equity Acceleration under this Offer Letter is subject to your execution of a release of claims in a form approved by Rocket Fuel and the Section 409A provisions of this Offer Letter, each as described in Exhibit A to this Offer Letter. All payments and benefits under the Offer Letter are subject to applicable tax withholdings.

For purposes of this Offer Letter, “Cause” means (i) any act of dishonesty made by you in connection with your responsibilities as an employee or other service provider; (ii) your conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude;

(iii)your gross misconduct or negligence; (iv) your willful and continued failure to substantially perform your principal duties and/or obligations of employment to Rocket Fuel (or any successor); or (v) your

unauthorized use or disclosure of any proprietary information or trade secrets of Rocket Fuel or any other     party to whom you owe an obligation of nondisclosure as a result of your relationship with Rocket Fuel.

For purposes of this Offer Letter, “Good Reason” means your resignation from employment within 30 days following the expiration of any Rocket Fuel cure period (discussed below) following the occurrence of one or more of the following without your consent: (i) the assignment to you of any duties or the reduction of your duties, or your removal from your position or responsibilities, in each case, which results in a material diminution in your position or responsibilities with Rocket Fuel (or any successor) as in effect immediately prior to such assignment; (ii) a material reduction by Rocket Fuel of your base salary as in effect immediately prior to such reduction; or (iii) a material relocation of your principal place of performing your duties as a Service Provider of Rocket Fuel; provided that a relocation that is not more

than 50 miles will not be considered material for this purpose. In order for an event to qualify as “Good     Reason”, you must not terminate your service without first providing Rocket Fuel (or any successor) with     written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the

initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than 30 days following the date of such notice.

In addition, you agree that, during the term of your employment with Rocket Fuel, you will not engage in any other employment, occupation, consulting, or other business activity directly related to the business in which Rocket Fuel is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to Rocket Fuel. Similarly, you agree not to bring any third-party confidential information to Rocket Fuel, including that of your former employer, and that you will not in any way utilize any such information in performing your duties for us.

This Offer Letter, together with the Proprietary Information and Inventions Agreement, is the entire agreement between you and Rocket Fuel with respect to your employment and supersedes any other

agreements or promises made to you by anyone, whether oral or written. This Offer Letter may not be    

Board.

Please sign and date this Offer Letter and return one copy to Rocket Fuel by December 6, 2014 if you wish to accept employment under the terms described above. If you accept our offer, the first day of your

employment will begin on December 15 2014. This offer of employment will terminate if it is not    accepted, signed and returned to me by December 6, 2014.

We welcome you to the Rocket Fuel team and look forward to your contribution to Rocket Fuel’s success. If you have any questions regarding this letter, feel free to contact me at any time.

Sincerely,

George John CEO

AGREED TO AND ACCEPTED:

Signature    Date 12/6/14

/s/ David Sankaran

David Sankaran

Printed Name

of Section 409A of the of the Internal Revenue Code of 1986, as amended and the final regulations and    

any guidance promulgated thereunder and any applicable state law equivalents (“Section 409A”), each as

outlined below. Release Requirement

this Offer Letter or under any other reimbursement or in-kind benefit plan or arrangement in which you     participate during your employment or thereafter, provide for a “deferral of compensation” within the

meaning of Section 409A and does not otherwise comply with Section 409A, (A) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for     reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or

year following your taxable year in which the expense was incurred, and (D) except as specifically     provided herein or in the applicable reimbursement arrangement, any such reimbursements or in-kind

benefits must be for expenses incurred and benefits provided during your employment.