INUVO, INC. (Form: 8-K, Received: 03/06/2012 11:41:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 29, 2012

INUVO, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-32442	87-0450450
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

143 Varick Street, New York, NY	10013
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code

212-231-2000

15550 Lightwave Drive, Suite 300, Clearwater, FL

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

On March 1, 2012 Inuvo, Inc. (the “Company”) and certain of its subsidiaries entered into a Business Financing Agreement with Bridge Bank, National Association (“Bridge Bank’) for a $10 million accounts receivable revolving credit facility (the “Revolving Credit Line”) and a $5 million term loan (the “Term Loan”). The Revolving Credit Line with Bridge Bank will replace the Company’s current $8 million revolving credit facility with Bridge Bank. The new credit facility will be used primarily to satisfy the working capital needs of the Company following the closing of the merger with Vertro, Inc. described later in this report, and was a condition precedent to the closing of the merger.

Subject to the terms of the agreement, the Company is entitled to obtain advances against the Revolving Credit Line from time to time in an amount equal to the greater of the borrowing base (80% of the eligible receivables less reserves the lender may request) plus $1 million or the credit limit of $10 million. In addition, subject to the terms of the agreement, the Company is entitled to borrow up to $5 million under the Term Loan portion of the credit facility, which is repayable in 45 equal monthly installments beginning June 2012. As collateral for credit facility, the Company granted Bridge Bank a blanket security interest in its assets, including all of its intellectual property, and the assets of its subsidiaries. The Revolving Credit Line portion of the credit facility expires on February 28, 2014, at which time all loan advances under the Revolving Credit Line become due and payable. The Term Loan expires in February 2016.

Interest on the Revolving Credit Line is payable monthly at prime plus 0.5% plus a monthly maintenance fee of 0.125 percentage points on the average daily account balance. Interest on the Term Loan bears interest at prime plus 1%. In connection with establishing the credit facility, the Company incurred fees payable to Bridge Bank of approximately $100,000.

The agreement contains customary representation, warranties, and affirmative and negative covenants for facilities of this type, including certain restrictions on dispositions of the Company’s and its subsidiaries’ assets, changes in business, change in control, mergers and acquisitions, payment of dividends and incurrence of certain indebtedness and encumbrances. The agreement also contains certain customary events of default, including payment defaults and breach of representations, warranties and covenants. If an event of default occurs and is continuing, Bridge Bank has certain rights and remedies under the agreement, including declaring all outstanding borrowing immediately due and payable, ceasing to advance money or extend credit, and rights of set-off.

The foregoing description of the Business Financing Agreement does not purport to be complete and is qualified in it is entirety by reference to the agreement and related security agreements which are filed as Exhibits 10.1, 10.6 and 10.7 to this report and incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

On March 1, 2012, the Company completed its previously announced merger with Vertro, Inc. (“Vertro”). Pursuant to the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Anhinga Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Vertro, dated October 16, 2012, Merger Sub was merged with and into Vertro, with Vertro surviving the merger (the “Merger”) and becoming a wholly owned subsidiary of the Company.

Pursuant to the Merger Agreement, the Company issued to Vertro stockholders 1.546 shares of its common stock for each outstanding share of Vertro common stock. Upon closing the shares of Vertro common stock, which traded under the symbol “VTRO,” have ceased trading on, and are being delisted from, the NASDAQ Capital Market.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in it is entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see the description of the Business Financing Agreement with Bridge Bank set forth under Item 1.01 of this report.

Item 5.01

Changes of Control of Registrant.

Upon completion of the Merger, Company stockholders prior to the Merger hold approximately 47.2% of the outstanding common stock of the combined company, and Vertro stockholders prior to the Merger hold approximately 52.8% of the outstanding common stock of the combined company. Assuming the exercise of all the outstanding options (whether or not vested) and warrants of both the Company and Vertro, the stockholders of Company prior to the Merger hold approximately 50.4% of the outstanding common stock of the combined company, and the Vertro stockholders prior to the Merger hold approximately 49.6% of the outstanding common stock of the combined company. Pursuant to the terms of the Merger Agreement, the Company increased the size of its board of directors from five members to seven members, two members of the board of directors resigned, and three former members of the Vertro board of directors were appointed to the Company board of directors. The board of directors expects to identify a seventh director and make the appointment within the near future.

Item 5.02

Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Board of Directors

On March 1, 2012, in connection with the closing of the Merger described in Item 1.01 of this report, as contemplated by the Merger Agreement Messrs. Mitchell Tuchman and John (Jack) Balousek resigned as members of the Company’s board of directors and Messrs. Peter Corrao and Joseph P. Durrett and Dr. Adele Goldberg were appointed to the Company’s board of directors. Following these actions, the Company’s board of directors is now comprised of Richard K. Howe (Executive Chairman), Charles D. Morgan, Charles Pope, Dr. Goldberg and Messrs. Durrett and Corrao.

Mr. Durrett and Dr. Goldberg are considered independent directors as defined in the NYSE Amex Company Guide. It is expected that the new independent members of the Company’s board of directors will be compensated for their services as directors in accordance with the Company’s director compensation policy. Mr. Corrao, who is not considered an independent director, will not receive any compensation for his service as a director.

On March 1, 2012 the Company’s board of directors also took the following actions with respect to committees of the board:

· Mr. Durrett was appointed to the Audit Committee of the Board of Directors, to serve along with Mr. Pope (Chairperson);

· the Compensation Committee and the Nominating and Corporate Governance Committee were combined into one new committee, the Compensation, Nominating and Corporate Governance Committee. Messrs. Durrett (Chairperson), Pope and Morgan were appointed as members of the committee; and

· the board of directors created a new committee titled the Strategy and Risk Committee. Dr. Goldberg (Chairperson) and Messrs. Howe and Morgan were appointed as members of the committee.

Executive officers

As contemplated by the Merger Agreement, on March 1, 2012, Mr. Richard K. Howe, who previously served as the Company’s Chief Executive Officer and President, resigned those positions and was appointed Executive Chairman of the Company’s board of directors and Mr. Corrao was appointed the Company’s Chief Executive Officer and President. Mr. Corrao, age 57, had been a director and chief executive officer of Vertro since April 2006. From September 2005 to April 2006, Mr. Corrao served as chief operating officer of Vertro and prior to that served as chief executive officer and a consultant for Bluestreak.com, Inc., a marketing corporation, from September 2001 to January 2005.

Also as contemplated by the Merger Agreement, on March 1, 2012 John B. Pisaris, Esq., who had served as Vertro’s General Counsel and Secretary, was appointed General Counsel of the Company. Mr. Pisaris, age 46, has served as general counsel of Vertro since October 2004. From February 2004 to September 2004, Mr. Pisaris served as vice president of legal of Vertro, and prior to that was a partner at Porter Wright Morris & Arthur, LLP, a law firm, from January 2002 to January 2004.

Executive employment agreements

On March 1, 2012, the Company entered into employment agreements with each of Messrs. Howe, Ruiz, Corrao and Pisaris pursuant to the terms of the Merger Agreement. The employment agreements entered into by Messrs. Howe, Ruiz, Corrao, and Pisaris, each referred to as an executive, have an initial term of one year, after which each executive’s employment agreement automatically renews for additional one-year periods on the same terms and conditions, unless either party to the agreement exercises the respective termination rights available to such party in the agreement. The employment agreements provide for a minimum annual base salary of $395,000 for Mr. Corrao, $395,000 for Mr. Howe, $335,000 for Mr. Pisaris, and $275,000 for Mr. Ruiz. The employment agreements require the Company to compensate the executives and provide them with certain benefits if their employment is terminated. The compensation and benefits the executives are entitled to receive upon termination of employment vary depending on whether their employment is terminated:

by the Company for cause (as defined in the employment agreements);

by the Company without cause, or by the executive for good reason (as defined in the employment agreements);

due to death or disability; or

by the executive without good reason.

In the event of a termination by the Company without cause or a termination by the executive for good reason, the executive would be entitled to receive the following:

his earned but unpaid basic salary through the termination date, plus a portion of the executive’s bonus based upon the bonus he would have earned in the year in which his employment was terminated, pro-rated for the amount of time employed by the Company during such year and paid on the original date such bonus would have been payable;

an amount payable over the 12-month period following termination equal to one times the sum of his basic salary at the time of termination, plus a termination bonus equal to the bonus paid to the executive during the four fiscal quarters prior to the date of termination (except that if a target bonus has been established for Mr. Corrao or Mr. Howe, each such person’s termination bonus is equal to his target bonus for the fiscal year in which the termination occurs, increased or decreased pursuant to actual performance versus targeted performance in the then current plan measured as of the end of the calendar month preceding the termination date), or in the event of a change of control (as defined below), the greater of the relevant calculation above or the bonus paid to the executive during the four fiscal quarters prior to the change of control;

any other amounts or benefits owing to the executive under the then-applicable employee benefit, long-term incentive, or equity plans and programs of the Company, within the terms of such plans, payable over the twelve-month period following termination; and

benefits (including health, life, and disability) as if the executive was still an employee during the 12-month period following termination.

Finally, in the event of a termination without cause by the Company, with good reason by the executive, or following a change of control (as defined in the employment agreements), any equity award held by the executive will immediately and fully vest and become exercisable throughout the full term of such award as if the executive were still employed by the Company. In the event of a termination by the Company with cause, Messrs. Corrao, Pisaris, Ruiz and Howe would be entitled to receive the earned but unpaid portion of such executive’s base salary through the date of termination.

In the event of a termination by the Company of Messrs. Pisaris or Ruiz upon the death or permanent disability of such executive, the executive would be entitled to receive the earned but unpaid portion of such executive’s base salary through the date of termination, the earned but unpaid portion of any vested incentive compensation under and consistent with plans adopted by the Company prior to the date of termination, and over the 12 months following the date of termination an amount equal to 20% base salary at the time of termination for each year of employment with the Company or Vertro, capped at 100% of the base salary.

In the event of a termination by the Company of Messrs. Corrao or Howe upon the death or permanent disability of such executive, the executive would be entitled to receive the earned but unpaid portion of such executive’s base salary through the date of termination, any other amounts or benefits owing to the executive under any then-applicable employee benefit, long-term incentive or equity plans and programs of the Company, and over the 12 months following the date of termination an amount equal to 20% base salary at the time of termination for each year of employment with the Company or Vertro, capped at 100% of the base salary.

In the event of a termination by Messrs. Pisaris or Ruiz without good reason, each such executive is entitled to receive the earned but unpaid portion of such executive’s base salary through the date of termination, and the earned but unpaid portion of any vested incentive compensation under and consistent with plans adopted by the Company prior to the date of termination. In the event of a termination by Messrs. Corrao or Howe without good reason, each such executive is entitled to receive the earned but unpaid portion of his base salary through the termination date and any other amounts and benefits owing to the executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company.

The executive may terminate employment for any reason (other than good reason) upon giving 30 days’ advance written notice to the Company. As to a termination by Messrs. Pisaris or Ruiz for any reason other than a good reason, the Company will pay the executive the earned but unpaid portion of his base salary through the termination date and any earned but unpaid vested incentive compensation under and consistent with plans adopted by the Company prior to the date of termination. As to a termination by Messrs. Corrao or Howe for any reason other than a good reason, the Company will pay the executive the earned but unpaid portion of his base salary through the termination date and any other amounts and benefits owing to the executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company.

The foregoing description of the employment agreements is qualified by reference to the employment agreements which are filed as Exhibits 10.2, 10.3, 10.4 and 10.5 to this report and are incorporated herein by reference.

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 29, 2012, the Company’s board of directors adopted an amendment to the Company’s bylaws which increased the size of the board of directors from five to seven members, created the position of Executive Chairman as well as certain additional ministerial revisions. A copy of the amendment to the bylaws is filed as Exhibit 3(ii).2 to this report.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On February 29, 2012, the Company held a special meeting of stockholders, where three proposals were voted upon. The proposals are described in detail in the Company’s joint proxy statement/prospectus filed with the Securities and Exchange Commission on January 27, 2012. Of the 10,035,791 shares of common stock outstanding and entitled to vote at the special meeting, 5,907,861 shares (or 58.9%), constituting a quorum, were represented in person or by proxy at the special meeting.

The final voting results on each proposal are set forth below.

Proposal 1 . The stockholders approved the issuance of the Company Common Stock in the Merger. The votes for the proposal were:

For	Against	Abstain	Broker Non-Votes
5,885,964	16,484	5,413	0

Proposal 2 . The stockholders approved Articles of Amendment to the Company’s Amended Articles of Incorporation increasing the number of authorized shares of common stock. The votes for the proposal were:

For	Against	Abstain	Broker Non-Votes
5,885,435	17,019	5,407	0

Proposal 3. The stockholders approved an amendment to the Company’s 2010 Equity Compensation Plan increasing the number of shares available for grants under the plan. The votes for the proposal were:

For	Against	Abstain	Broker Non-Votes
4,799,481	1,101,673	6,707	0

Proposal 4 . The stockholders approved any motion to adjourn or postpone the Company’s special meeting to another time or place, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Company’s special meeting to adopt any of the foregoing proposals.

For	Against	Abstain	Broker Non-Votes
4,528,582	1,370,796	8,843

The special meeting was not adjourned to a later date.

Item 7.01

Regulation FD Disclosure.

On March 1, 2012 the Company and Vertro issued a joint press release announcing the closing of the Merger. A copy of this press release is furnished as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01

Financial Statements and Exhibits.

(a) Financial statements of business acquired .

The audited consolidated balance sheets of Vertro as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the two years in the period ended December 31, 2010 were previously reported in the Company’s registration statement on Form S-4, SEC File No. 333-177983, as amended, as declared effective by the SEC on November 27, 2012 (the “S-4”). Pursuant to General Instruction B.3 of Form 8-K, such financial statements are not included in this Current Report on Form 8-K.

(b) Pro forma financial information .

The unaudited condensed combined consolidated balance sheet for the Company and Vertro at September 30, 2011, the unaudited condensed combined consolidated statement of operations of the Company and Vertro for the nine months ended September 30, 2011, the unaudited condensed combined consolidated statement of operations of the Company and Vertro for the year ended December 31, 2010 and the related notes to unaudited proforma financial information were previously reported in the S-4. Pursuant to General Instruction B.3 of Form 8-K, such financial statements are not included in this Current Report on Form 8-K.

(d) Exhibits.

Exhibit No.		Description

2.1		Agreement and Plan of Merger dated October 16, 2011 by and among Inuvo, Inc., Anhinga Merger Subsidiary, Inc. and Vertro, Inc. (incorporated by reference to Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 17, 2011).
3(ii).1		Bylaw amendment adopted February 29, 2012.
10.1		Business Financing Agreement dated March 1, 2012 with Bridge Bank, National Association
10.2		Employment Agreement dated March 1, 2012 between Inuvo, Inc. and Richard K. Howe.
10.3		Employment Agreement dated March 1, 2012 between Inuvo, Inc. and Peter Corrao.
10.4		Employment Agreement dated March 1, 2012 between Inuvo, Inc. and Wallace D. Ruiz.
10.5		Employment Agreement dated March 1, 2012 between Inuvo, Inc. and John B. Pisaris.
10.6		Intellectual Property Security Agreement dated March 1, 2012 by and between Inuvo, Inc. and Bridge Bank, National Association.
10.7		Intellectual Property Security Agreements dated March 1, 2012 by and between the subsidaries and Bridge Bank, National Association.
99.1		Joint press release dated March 1, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INUVO, INC.
Date: March 2, 2012	By:	/s/ Wallace Ruiz
	Wallace Ruiz, Chief Financial Officer

EXHIBIT INDEX

2.1		Agreement and Plan of Merger dated October 16, 2011 by and among Inuvo, Inc., Anhinga Merger Subsidiary, Inc. and Vertro, Inc. (incorporated by reference to Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 17, 2011).
3(ii).1		Bylaw amendment adopted February 29, 2012.
10.1		Business Financing Agreement dated March 1, 2012 with Bridge Bank, National Association
10.2		Employment Agreement dated March 1, 2012 between Inuvo, Inc. and Richard K. Howe.
10.3		Employment Agreement dated March 1, 2012 between Inuvo, Inc. and Peter Corrao.
10.4		Employment Agreement dated March 1, 2012 between Inuvo, Inc. and Wallace D. Ruiz.
10.5		Employment Agreement dated March 1, 2012 between Inuvo, Inc. and John B. Pisaris.
10.6		Intellectual Property Security Agreement dated March 1, 2012 by and between Inuvo, Inc. and Bridge Bank, National Association.
10.7		Intellectual Property Security Agreements dated March 1, 2012 by and between the subsidaries and Bridge Bank, National Association.
99.1		Joint press release dated March 1, 2012.

EXHIBIT 3(ii).1

AMENDMENT DATED MARCH 1, 2012

TO THE AMENDED AND RESTATED BYLAWS OF

INUVO, INC.

(FORMERLY KNOWN AS KOWABUNGA! INC.)

On October 16, 2011, Inuvo, Inc., a Nevada corporation formerly known as Kowabunga! Inc. (the “ Corporation ”) entered into an Agreement and Plan of Merger by and between the Corporation, Anhinga Merger Subsidiary, Inc., a Delaware corporation, the Corporation’s recently formed wholly owned subsidiary (the “ Merger Sub ”) and Vertro, Inc., a Delaware corporation (“ Vertro ”) and associated disclosure schedules (the “ Merger Agreement ”), pursuant to which the Merger Sub would merge with and into Vertro and Vertro would be the surviving corporation and a wholly owned subsidiary of the Corporation (the “ Merger ”) upon the terms and conditions set forth in the Merger Agreement. On November 19, 2011 the Corporation’s Board of Directors adopted the following amendments to the Corporation’s Amended and Restated Bylaws, the effectiveness of which such approval was contingent upon the approval of the Corporation’s stockholders of the Merger and the closing of the Merger as contemplated by the Merger Agreement. On February 29, 2012 the Merger was approved by the Corporation’s stockholders and on March 1, 2012 the Merger closed. Accordingly, the Corporation’s Amended and Restated Bylaws are amended as set forth below effective as of March 1, 2012.

Article I - Offices is hereby amended to change the registered agent and registered office of the Corporation to Corporation Service Company, 502 E. John Street, Carson City, NV 89706.

Paragraph 2 - Number, Tenure and Qualifications of Article III - Board of Directors is hereby amended to provide that the Board of Directors shall be comprised of seven members.

Paragraph 1 - Number of Article IV - Officers is hereby amended to provide that the officers of the Corporation shall include an executive chairman.

A new Paragraph 5 - Executive Chairman as set forth below is added to Article IV - Officers.

5. Executive Chairman .

The executive chairman of the board shall be an officer and employee of the corporation. The executive chairman of the board: (i) if present, preside at all meetings of the board of directors and of the stockholders and shall organize and coordinate the board’s activities, (ii) shall report directly to the board of directors and shall provide strategic advice to the board, (iii) shall provide advice and counsel to the chief executive officer related to performance evaluations of members of the corporation’s senior management, other than the chief executive officer, (iv) shall develop and lead the corporation’s strategic direction related to innovation, mergers and/or acquisitions and capital raises (v) may sign and execute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrument or obligation in the name and on behalf of the corporation, except in cases where the execution thereof shall be expressly delegated by the board or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed; (vi) during the time of any vacancy in the office of chief executive officer or in the event of the absence or disability of the chief executive officer, the executive chairman shall have the duties and powers of the chief executive officer unless otherwise determined by the board of directors, and (vii) shall, in general, perform all duties as may be prescribed by these by-laws or assigned to him by the board from time to time.

Paragraph 5 - President of Article IV - Officers is renumbered to become Paragraph 6 and the second sentence is deleted in its entirety.

In order to accommodate the addition of the new Paragraph 5, the balance of the Paragraphs in Article IV - Officers are renumbered as follows:

	Prior Paragraph Number		New Paragraph Number

	Paragraph 6 - Vice President		Paragraph 7 - Vice President
	Paragraph 7 - Secretary		Paragraph 8 - Secretary
	Paragraph 8 - Treasurer		Paragraph 9 - Treasurer
	Paragraph 9 - Salaries		Paragraph 10 - Salaries

Except as set forth in this Amendment, all other provisions of the Corporation’s Amended and Restated Bylaws remain in full force and effect.

March 1, 2012	Inuvo, Inc.



	By:	/s/ Wallace D. Ruiz
		Wallace D. Ruiz, Chief Financial Officer

Exhibit 10.1

EXHIBIT 10.2

INUVO, INC.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTED EXECUTIVE EMPLOYMENT AGREEMENT is made this 1st day of March, 2012, (this “ Agreement ”) between Inuvo, Inc. (“ Inuvo ” or the “ Company ”), a Nevada corporation, and Richard K. Howe (“ Executive ”).

Recitals

Executive is the Chief Executive Officer of Inuvo, Inc. under the terms an Employment Agreement, dated November 3, 2008, as amended on June 18, 2010 (the “ Original Agreement ”).

Inuvo and Vertro, Inc. have entered into an Agreement and Plan of Merger, dated October 16, 2011, whereby upon closing (“ Closing ”) Vertro, Inc. (“ Vertro ”) will merge into a wholly-owned subsidiary of Inuvo.

Upon Closing, Inuvo wishes to employ Executive on the terms and conditions set forth in this Agreement.

Statement of Agreement

In consideration of the foregoing, and of Executive's employment, the parties agree as follows:

1. Employment . Upon consummation of the Closing, Executive’s employment with Inuvo shall be upon the terms and conditions hereinafter set forth (the “ Effective Time ”) and the Original Agreement shall terminate. In the event the Closing does not occur this Agreement shall be null and void.

2. Duties .

(a) Executive shall serve as the Executive Chairman of the Company, reporting to the Board of Directors, and he shall perform such other or additional duties and responsibilities consistent with Executive’s title(s), status, and position as the Board of Directors of the Company may, from time to time, prescribe.

(b) So long as he is employed under this Agreement, Executive agrees to devote his full working time and efforts exclusively on behalf of the Company and to competently, diligently and effectively discharge all duties of Executive hereunder. Executive shall not be prohibited from engaging in such personal, charitable, or other nonemployment activities as do not interfere with full time employment hereunder and which do not violate the other provisions of this Agreement. Executive further agrees to comply fully with all reasonable generally applicable policies of the Company as are from time to time in effect.

(c) The Executive shall be based out of the Company’s Clearwater, Florida office. If the Company decides to move its operations more than 50 miles from its current offices in Clearwater, Florida, Executive shall not be required to relocate and, to the extent the Executive cannot perform his duties hereunder as a result of such a move, his non-performance will not constitute Cause (as defined below).

3. Compensation .

(a) As compensation for all services rendered to the Company pursuant to this Agreement, in whatever capacity rendered, the Company will pay to Executive during the term hereof a minimum base salary at the rate of $395,000 per year (the " Basic Salary "), payable in accordance with the usual payroll practices of the Company. The Basic Salary thereafter may be increased, but not decreased, from time to time, by the Board of Directors in connection with reviews of Executive’s performance occurring no less frequently than annually.

(b) Executive will be entitled to receive incentive compensation pursuant to the terms of plans adopted by the Board of Directors or its Compensation Committee from time to time.

(c) The Board of Directors or its Compensation Committee, as applicable, shall review Executive's performance on an annual basis and pursuant to the same review process employed by the Board of Directors for the Company’s other executive officers. In connection with such annual review, the Executive may be entitled to receive additional equity grants. Such additional equity will be granted, if at all, in the sole discretion of the Board of Directors or its Compensation Committee on terms and conditions they determine. If there is a change in control of the Company (as that term is used in the governing documents of any equity grant agreement) consummated, any equity granted to Executive shall fully vest on the date the change in control is consummated and, if applicable, shall remain exercisable during the term as if the Executive were still employed by the Company. Additionally, notwithstanding any provisions to the contrary in any equity grant agreements or plans, if the Executive's employment with the Company is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below), any equity granted to Executive shall immediately fully vest and remain exercisable during the term of such equity grant as if the Executive were still employed by the Company.

4. Business Expenses . The Company shall promptly pay directly, or reimburse Executive for, all business expenses to the extent such expenses are paid or incurred by Executive during the term of employment in accordance with Company policy in effect from time to time and to the extent such expenses are reasonable and necessary to the conduct by Executive of the Company's business and properly substantiated.

5. Benefits . During the term of this Agreement and Executive's employment hereunder, the Company shall provide to Executive such insurance, vacation, sick leave and other like benefits as are provided to other executive officers of the Company from time to time. Executive will use his reasonable best efforts to schedule vacation periods to minimize disruption of the Company’s business. For purposes of calculating benefits, Executive’s start date shall be his original start date with Inuvo.

6. Term; Termination .

(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive's employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, " Termination Date " shall mean the date on which a “separation from service” occurs, as defined in Treasury Regulation Section 1.409A-1(h).

(b) The Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Section 6(b), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary through the Termination Date and a portion of Executive’s bonus based upon the bonus he would subsequently have earned in the year in which Executive’s employment was terminated, if any, pro-rated for the amount of time employed by the Company during such year, paid on the original date such bonus would have been payable; (B) over a period of twelve (12) months following such Termination Date (the “ Severance Period ”) an amount equal to the sum of his (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A.

(c) The Company may terminate Executive's employment upon a determination by the Company that "Cause" exists for Executive's termination and the Company serves written notice of such termination upon Executive. As used in this Agreement, the term “ Cause ” shall refer only to any one or more of the following grounds:

(i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company;

(ii) intentional engagement in activities or conduct clearly injurious to the best interests or reputation of the Company which in fact result in material and substantial injury to the Company;

(iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of written detailed notice and reasonable opportunity to cure;

(iv) gross insubordination by Executive, which shall consist only of a willful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the Board of Directors (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e));

(v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30 days' written notice from the Company specifying the violation and Executive's failure to cure such violation within such 30 day period);

(vi) Executive's substantial dependence, as reasonably determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; or

(vii) the final and unappealable conviction of Executive of a crime which is a felony or a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with his employment by the Company, which causes the Company a substantial detriment.

In the event of a termination under this Section 6(c), the Company will pay Executive the earned but unpaid portion of Executive's Basic Salary through the Termination Date. If any determination of substantial dependence under Section 6(c)(vi) is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner as specified in Section 6(d) of this Agreement. If any determination of “Cause” is made under items 6(c), (i), (ii), (iii), (iv), (v), (vii), or (viii) which Executive contests, Executive shall have the opportunity, within 30 days of such determination, to personally appear in front of the Board of Directors and present his case to the Board of Directors and have the Board of Directors reconsider the determination of Cause.

(d) Executive's employment shall terminate upon the death or permanent disability of Executive. For purposes hereof, " permanent disability ," shall mean the inability of the Executive, as determined by the Board of Directors of Company, by reason of physical or mental illness to perform the duties required of him under this Agreement with or without reasonable accommodation for more than 120 days in any 360 day period. Upon a determination by the Board of Directors of Company that Executive's employment shall be terminated under this Section 6(d), the Board of Directors shall give Executive 30 days' prior written notice of the termination. If Executive disputes a determination of the Board of Directors under this Section 6(d), the parties agree to abide by the decision of a panel of three physicians. Company will select a physician, Executive will select a physician and the physicians selected by Company and Executive will select a third physician. Executive agrees to make himself available for and submit to examinations by such physicians as may be directed by the Company. Failure to submit to any examination shall constitute a breach of a material part of this Agreement. In the event of termination due to death or permanent disability, the Company will pay Executive, or his legal representative, (i) the earned but unpaid portion of Executive's Basic Salary through the Termination Date (ii) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, and (iii) over a period of twelve (12) months following the Termination Date an amount equal to twenty percent (20%) of his Basic Salary at the time of the Termination Date for each year of employment with the Company capped at one hundred percent (100%) of Basic Salary; which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Code, as amended, then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A.

(e) The Executive may terminate his employment for Good Reason (as defined below) upon giving 30 days advance written notice to the Company, provided, however, that such notice is given within ninety (90) days of the event that constitutes Good Reason and the Company has not cured the condition within thirty (30) days of receipt of such notice. If Executive's employment is terminated with Good Reason under this Section 6(e), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary through the termination date and a portion of Executive’s bonus based upon the bonus he would subsequently have earned in the year in which Executive’s employment was terminated, if any, pro-rated for the amount of time employed by the Company during such year, paid on the original date such bonus would have been payable; (B) during the Severance Period an amount equal to the sum of his (i) Basic Salary at the time of the Termination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Code, then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A. As used in this Agreement, the term " Good Reason " means any one or more of the following grounds:

(i) a change in Executive’s title(s), status, position or responsibilities without Executive's written consent, which does not represent a promotion from his existing status, position or responsibilities, despite Executive’s written notice to the Company of his objection to such change and the Company’s failure to address such notice in a reasonable fashion within 30 days of such notice;

(ii) the assignment to Executive of any duties or responsibilities which are inconsistent with his status, position or responsibilities as set forth in Section 2 hereof, despite Executive’s written notice to the Company of his objection to such change and the Company’s failure to address such notice in a reasonable fashion within 30 days of such notice;

(iii) if there is a reduction in Executive's Basic Salary;

(iv) a breach by the Company of any material term or provision of this Agreement; or

(v) a relocation of the Company’s offices in Clearwater, Florida to a location more than 50 miles from the current location.

(f) The Executive may terminate his employment for any reason (other than Good Reason) upon giving 30 days' advance written notice to the Company. If Executive's employment is so terminated under this Section 6(f), the Company will pay Executive the earned but unpaid portion of Executive's Basic Salary through the Termination Date and any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs incentive compensation under and consistent with plans adopted by the Company prior to the Termination Date. The Executive’s termination of employment should not preclude his continued service as Chairman.

(g) In the event of the Executive's death during the Severance Period, payments of Basic Salary under this paragraph 6 and payments under the Company's employee benefit plan(s) shall continue to be made in accordance with their terms during the remainder of the Severance Period to the beneficiary designated in writing for such purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive's estate.

(h) As used in this Agreement, the term “ Bonus ” shall mean any bonus, incentive compensation or any other cash benefit paid or payable to the Executive under any incentive compensation grant or plan, excluding signing bonuses and the Company's stock incentive plan. For purposes of this Agreement “ Termination Bonus ” means (i) an amount equal to the Executive’s target bonus for the fiscal year in which the termination occurs, increased or decreased pursuant to actual performance versus targeted performance in the then current plan measured as of the end of the calendar month in the month preceding the Termination Date; or (ii) in the event the target bonus has not been so established as provided in (i), an amount equal to the Executive's Bonus for the four (4) fiscal quarters immediately preceding the Termination Date; provided, however, if there has been a Change in Control of the Company the Termination Bonus shall be an amount equal to the greater of (i) the preceding calculation or (ii) Executive’s Bonus for the four (4) fiscal quarters immediately preceding the Change in Control of the Company.

(i) As used in this Agreement, the term “ Change in Control ” as a capitalized term shall mean the occurrence of any one of the following events:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more, excluding in the calculation of Beneficial Ownership securities acquired directly from the Company, of the combined voting power of the Company's then outstanding voting securities;

(ii) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding voting securities;

(iii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Time, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of the at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Time or whose appointment, election or nomination for election was previously so approved or recommended;

(iv) there is a consummated merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving or parent equity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person, directly or indirectly, acquired twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates); or

(v) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For purposes of this Section 6, the following terms shall have the following meanings:

(i) " Affiliate " shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the " Exchange Act ");

(ii) " Beneficial Owner " shall have the meaning set forth in Rule 13d-3 under the Exchange Act; and

(iii) " Person " shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (3) an underwriter temporarily holding securities pursuant to an offering of such securities or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of Common Stock of the Company.

(j) Notwithstanding any provision in this Section 6 to the contrary, any payment that is required by this Section 6 to be paid in installments (including, but not limited to, Base Salary continuation under Section 6(b)) shall be paid in two payment streams. The first payment stream will begin as soon as practicable after the Termination Date and end upon the earlier of (i) the date Executive has been paid an amount equal to the lesser of two times the dollar limit prescribed in Section 401(a)(17) of the Code or (ii) the last day of the installment period. The second payment stream will be equal to the amount, if any, payable to Executive during the installment period that was not paid in the first payment stream. This amount will commence as soon as practicable after the day that is six months after the Termination Date and end on the last day of the installment period. All other amounts payable to Executive will be paid in accordance with the applicable provision of this Section 6; provided, however, that if Executive is a “specified employee” as defined in Section 409A of the Code and the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Code, then the Company shall not commence payment of such amounts until the earlier of (a) the date that is six months after the Executive’s Termination Date or (b) the date of the Executive’s death. Any amount that otherwise would have been payable but for the delay described above shall be aggregated and paid with the first payment under this Section 6(k).

7. Indemnity .

(a) Subject only to the exclusions set forth in Section 7(b) hereof, the Company hereby agrees to hold harmless and indemnify Executive against any and all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (excluding an action by or in the right of the Company) to which Executive is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Executive is, was or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(b) The Company shall not indemnify Executive pursuant to Section 7(a):

(i) except to the extent the aggregate losses to be indemnified hereunder exceed the amount of such losses for which Executive is indemnified pursuant to any directors and officers liability insurance purchased and maintained by the Company;

(ii) in respect to remuneration paid to Executive if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

(iii) on account of any suit in which judgment is rendered against Executive for an accounting of profits made from the purchase or sale by Executive of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law;

(iv) on account of Executive's material breach of any provision of this Agreement;

(v) on account of Executive's act or omission being finally adjudged to involve intentional misconduct, a knowing violation of law, or grossly negligent conduct; or

(vi) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

(c) All agreements and obligations of the Company contained herein shall continue during the period Executive is a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Executive shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that Executive was an officer or director of the Company or serving in any other capacity referred to herein.

(d) Promptly after receipt by Executive of notice of the commencement of any action, suit or proceeding, Executive will, if a claim in respect thereof is to be made against the Company under this Section 7, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Executive otherwise than under this Section 7. With respect to any such action, suit or proceeding as to which Executive notifies the Company under this Section 7(d):

(i) The Company will be entitled to participate therein at its own expense.

(ii) Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Company. After notice from the Company to Executive of its election so to assume the defense thereof, the Company will not be liable to Executive under this Section 7 for any legal or other expenses subsequently incurred by Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Executive shall have the right to employ his counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Executive, unless (A) the employment of counsel by Executive has been authorized by the Company, or (B) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company.

(iii) The Company shall not be liable to indemnify Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle in any manner that would impose any penalty or limitation on Executive without Executive's written consent. Neither the Company nor Executive will unreasonably withhold their consent to any proposed settlement.

8. Clawback Provisions . Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

9. Assignment . This Agreement is personal to Executive and Executive may not assign or delegate any of his rights or obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their heirs, executors, administrators, successors and assigns.

10. Waiver . Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in a written document signed by the other party, (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given, and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

11. Notices . Any and all notices required or permitted to be given under this Agreement will be sufficient and deemed effective three (3) days following deposit in the United States mail if furnished in writing and sent by certified mail to Executive at:

Richard K. Howe

_________________

and to the Company at:

Inuvo, Inc.

143 Varick Street

New York, NY 10013

Attention: General Counsel

or such subsequent addresses as one party may designate in writing to the other parties.

12. Governing Law . This Agreement shall be interpreted, construed and governed according to the laws of the State of Florida without regard to its conflicts of laws principles.

13. Amendment . This Agreement may be amended in any and every respect only by agreement in writing executed by both parties hereto.

14. Section Headings . Section headings contained in this Agreement are for convenience only and shall not be considered in construing any provision hereof.

15. Entire Agreement . With the exception of the Confidentiality, Assignment and Noncompetition Agreement, of even date herewith, and any stock option agreements or other equity compensation agreements between Executive and the Company, this Agreement terminates, cancels and supersedes all previous employment or other agreements relating to the employment of Executive with the Company or any predecessor, written or oral, and this Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement. This Agreement was fully reviewed and negotiated on behalf of each party and shall not be construed against the interest of either party as the drafter of this Agreement. EXECUTIVE ACKNOWLEDGES THAT, BEFORE SIGNING THIS AGREEMENT, HE HAS READ THE ENTIRE AGREEMENT AND HAS THIS DAY RECEIVED A COPY HEREOF.

16. Severabilit y . The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement or parts thereof.

17. Survival . The last two sentences of Section 3(c), and Sections 6, 7 and 8 of this Agreement and this Section 17 shall survive any termination or expiration of this Agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written.

	EXECUTIVE:

	By:	/s/ Richard K. Howe
		Richard K. Howe

	Inuvo, Inc.

	By:	/ s/ Peter Corrao
		Peter Corrao, Chief Executive Officer

EXHIBIT 10.3

INUVO, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT is made this 1st day of March, 2012, (this “ Agreement ”) between Inuvo, Inc. (“ Inuvo ” or the “ Company ”), a Delaware corporation, and Peter Corrao (“ Executive ”).

Recitals

Executive is the Chief Executive Officer and President of Vertro, Inc. (“ Vertro ”) under the terms an Employment Agreement, dated September 6, 2005, as amended on December 23, 2008 (the “ Original Agreement ”).

Inuvo and Vertro have entered into an Agreement and Plan of Merger, dated October 16, 2011, whereby upon closing (“ Closing ”) Vertro will merge into a wholly-owned subsidiary of Inuvo.

Upon Closing, Inuvo wishes to employ Executive on the terms and conditions set forth in this Agreement.

Statement of Agreement

In consideration of the foregoing, and of Executive's employment, the parties agree as follows:

2. Duties .

(a) Executive shall serve as the Chief Executive Officer and President of the Company, reporting to the Board of Directors, and he shall perform such other or additional duties and responsibilities consistent with Executive’s title(s), status, and position as the Board of Directors of the Company may, from time to time, prescribe.

(c) The Executive shall be based out of the Company’s New York, New York office. If the Company decides to move its operations more than 50 miles from its current offices in New York, New York, Executive shall not be required to relocate and, to the extent the Executive cannot perform his duties hereunder as a result of such a move, his non-performance will not constitute Cause (as defined below).

3. Compensation .

(b) Executive will be entitled to receive incentive compensation pursuant to the terms of plans adopted by the Board of Directors or its Compensation Committee from time to time.

(c) The Board of Directors or its Compensation Committee, as applicable, shall review Executive's performance on an annual basis and pursuant to the same review process employed by the Board of Directors for the Company’s other executive officers. In connection with such annual review, the Executive may be entitled to receive additional equity grants. Such additional equity will be granted, if at all, in the sole discretion of the Board of Directors or its Compensation Committee on terms and conditions they determine. If there is a change in control of the Company (as that term is used in the governing documents of any equity grant agreement) consummated, any equity granted to Executive shall fully vest on the date the change in control is consummated and, if applicable, shall remain exercisable during the term as if the Executive were still employed by the Company. Additionally, notwithstanding any provisions to the contrary in any equity grant agreements or plans, if the Executive's employment with the Company is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below), any equity granted to Executive shall immediately fully vest and remain exercisable during the term of such options as if the Executive were still employed by the Company.

6. Term; Termination .

(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive's employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, " Termination Date " shall mean the date on which a “separation form service” occurs, as defined in Treasury Regulation Section 1.409A-1(h).

(i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company;

(ii) intentional engagement in activities or conduct clearly injurious to the best interests or reputation of the Company which in fact result in material and substantial injury to the Company;

(d) Executive's employment shall terminate upon the death or permanent disability of Executive. For purposes hereof, " permanent disability ," shall mean the inability of the Executive, as determined by the Board of Directors of Company, by reason of physical or mental illness to perform the duties required of him under this Agreement with or without reasonable accommodation for more than 120 days in any 360 day period. Upon a determination by the Board of Directors of Company that Executive's employment shall be terminated under this Section 6(d), the Board of Directors shall give Executive 30 days' prior written notice of the termination. If Executive disputes a determination of the Board of Directors under this Section 6(d), the parties agree to abide by the decision of a panel of three physicians. The Company will select a physician, Executive will select a physician and the physicians selected by the Company and Executive will select a third physician. Executive agrees to make himself available for and submit to examinations by such physicians as may be directed by the Company. Failure to submit to any examination shall constitute a breach of a material part of this Agreement. In the event of termination due to death or permanent disability, the Company will pay Executive, or his legal representative, (i) the earned but unpaid portion of Executive's Basic Salary through the Termination Date (ii) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company; and (iii) over a period of twelve (12) months following the Termination Date an amount equal to twenty percent (20%) of his Basic Salary at the time of the Termination Date for each year of employment with the Company capped at one hundred percent (100%) of Basic Salary, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Code, then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A.

(e) The Executive may terminate his employment for Good Reason (as defined below) upon giving 30 days advance written notice to the Company, provided, however, that such notice is given within ninety (90) days of the event that constitutes Good Reason and the Company has not cured the condition within thirty (30) days of receipt of such notice. If Executive terminates his employment for Good Reason under this Section 6(e), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary through the Termination Date and a portion of Executive’s bonus based upon the bonus he would subsequently have earned in the year in which Executive’s employment was terminated, if any, pro-rated for the amount of time employed by the Company during such year, paid on the original date such bonus would have been payable; (B) during the Severance Period an amount equal to the sum of his (i) Basic Salary at the time of the Termination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Code, as amended, then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A. As used in this Agreement, the term " Good Reason " means any one or more of the following grounds:

(iii) if there is a reduction in Executive's Basic Salary;

(iv) a breach by the Company of any material term or provision of this Agreement; or

(v) a relocation of the Company’s offices in New York, New York to a location more than 50 miles from the current location.

(i) As used in this Agreement, the term “ Change in Control ” as a capitalized term shall mean the occurrence of any one of the following events:

For purposes of this Section 6, the following terms shall have the following meanings:

(ii) " Beneficial Owner " shall have the meaning set forth in Rule 13d-3 under the Exchange Act; and

7. Indemnity .

(b) The Company shall not indemnify Executive pursuant to Section 7(a):

(ii) in respect to remuneration paid to Executive if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

(iv) on account of Executive's material breach of any provision of this Agreement;

(v) on account of Executive's act or omission being finally adjudged to involve intentional misconduct, a knowing violation of law, or grossly negligent conduct; or

(vi) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

(i) The Company will be entitled to participate therein at its own expense.

Mr. Peter Corrao

_____________________

and to the Company at:

Inuvo, Inc.

143 Varick Street

New York, New York 10013

Attention: General Counsel

or such subsequent addresses as one party may designate in writing to the other parties.

12. Governing Law . This Agreement shall be interpreted, construed and governed according to the laws of the State of New York without regard to its conflicts of laws principles.

13. Amendmen t . This Agreement may be amended in any and every respect only by agreement in writing executed by both parties hereto.

14. Section Headings . Section headings contained in this Agreement are for convenience only and shall not be considered in construing any provision hereof.

17. Survival . The last two sentences of Section 3(c), and Sections 6, 7 and 8 of this Agreement and this Section 17 shall survive any termination or expiration of this Agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written.

	EXECUTIVE:

	By:	/s/ Peter Corrao
		Peter Corrao

	Inuvo, Inc.

	By:	/s/ Wallace D. Ruiz
		Wallace D. Ruiz, Chief Financial Officer

EXHIBIT 10.4

INUVO, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made this 1st day of March, 2012, (this “ Agreement ”) between Inuvo, Inc. (“ Inuvo ” or the “ Company ”), a Nevada corporation, and Wallace D. Ruiz (“ Executive ”).

Recitals

Executive is the Chief Financial Officer of Inuvo, Inc.

Inuvo and Vertro, Inc. (“ Vertro ”) have entered into an Agreement and Plan of Merger, dated October 16, 2011, whereby upon closing (“ Closing ”) Vertro will merge into a wholly-owned subsidiary of Inuvo.

Upon Closing, Inuvo wishes to employ Executive on the terms and conditions set forth in this Agreement.

Statement of Agreement

In consideration of the foregoing, and of Executive's employment, the parties agree as follows:

1. Employment . Upon consummation of the Closing, Executive’s employment with Inuvo shall be upon the terms and conditions hereinafter set forth (the “ Effective Time ”). In the event the Closing does not occur this Agreement shall be null and void.

2. Duties .

(a) Executive shall serve as the Chief Financial Officer of the Company, reporting to the Chief Executive Officer. In this capacity, Executive will serve as the Company’s chief financial officer and will provide financial advice, representation and counsel to the Company with respect to its business and affairs, and perform such other or additional duties and responsibilities consistent with Executive’s title(s), status, and position as the Chief Executive Officer or Board of Directors of Inuvo may, from time to time, prescribe.

(b) So long as employed under this Agreement, Executive agrees to devote full time and efforts exclusively on behalf of the Company and to competently, diligently and effectively discharge all duties of Executive hereunder. Executive shall not be prohibited from engaging in such personal, charitable, or other nonemployment activities as do not interfere with full time employment hereunder and which do not violate the other provisions of this Agreement. Executive further agrees to comply fully with all reasonable policies of the Company as are from time to time in effect.

(c) Executive shall be based out of the Company’s New York, New York office. If the Company decides to move its operations more than 50 miles from its current offices in New York, New York, Executive shall not be required to relocate and, to the extent the Executive cannot perform his duties hereunder as a result of such a move, his non-performance will not constitute Cause (as defined below).

3. Compensation .

(a) As full compensation for all services rendered to the Company pursuant to this Agreement, in whatever capacity rendered, (i) the Company will pay to Executive during the term hereof a minimum base salary at the rate of $275,000 per year (the " Basic Salary "). The Basic Salary thereafter may be increased, but not decreased, from time to time, by the Board of Directors in connection with reviews of Executive’s performance occurring no less frequently than annually and pursuant to the same review process employed by the Board of Directors for the Company’s other executive officers.

(b) Executive will be entitled to receive incentive compensation pursuant to the terms of plans adopted by the Board of Directors or its Compensation Committee from time to time.

(c) The Board of Directors or its Compensation Committee, as applicable, shall review Executive's performance on an annual basis and pursuant to the same review process employed by the Board of Directors for the Company’s other executive officers. In connection with such annual review, the Executive may be entitled to receive stock equity grants. Such stock will be granted, if at all, in the sole discretion of the Board of Directors or its Compensation Committee on terms and conditions they determine. Notwithstanding the foregoing, if there is a change in control of the Company (as that term is used in the governing documents of any equity grant agreement) consummated, any equity granted to Executive shall fully vest on the date the change in control is consummated and, if applicable, shall remain exercisable during the term as if the Executive were still employed by the Company. Additionally, notwithstanding any provisions to the contrary in any equity grant agreements or plans, if the Executive's employment with the Company is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below), any equity granted to Executive shall immediately fully vest and remain exercisable during the term of such equity grant as if the Executive were still employed by the Company.

6. Term; Termination .

(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive's employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, “ Termination Date ” shall mean the date on which a ‘separation from service’ occurs, as defined in Treasury Regulation Section 1.409A-1(h).

(b) The Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Section 6(b), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary and a portion of Executive’s bonus based upon the bonus he would subsequently have earned in the year in which Executive’s employment was terminated, if any, pro-rated for the amount of time employed by the Company during such year, paid on the original date such bonus would have been payable; (B) over a period of twelve (12) months following the Termination Date (the “ Severance Period ”) an amount equal to the sum of his (i) Basic Salary at the time of the Termination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period.

(i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company;

(ii) intentional engagement in activities or conduct clearly injurious to the best interests or reputation of the Company which in fact result in material and substantial injury to the Company;

(vi) Executive's substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; and

In the event of a termination under this Section 6(c), the Company will pay Executive the earned but unpaid portion of Executive's Basic Salary through the Termination Date. If any determination of substantial dependence under Section 6(c)(vi) is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner as specified in Section 6(d) of this Agreement. If any determination of “Cause” is made under items 6(c), (i), (ii), (iii), (iv), (v), or (vii) which Executive contests, Executive shall have the opportunity, within 30 days of such determination, to personally appear in front of the Board of Directors and present his case to the Board of Directors and have the Board of Directors reconsider the determination of Cause.

(d) Executive's employment shall terminate upon the death or permanent disability of Executive. For purposes hereof, " permanent disability ," shall mean the inability of the Executive, as determined by the Board of Directors of the Company, by reason of physical or mental illness to perform the duties required of him under this Agreement for more than 120 days in any 360 day period. Upon a determination by the Board of Directors of the Company that Executive's employment shall be terminated under this Section 6(d), the Board of Directors shall give Executive 30 days' prior written notice of the termination. If Executive disputes a determination of the Board of Directors under this Section 6(d), the parties agree to abide by the decision of a panel of three physicians. The Company will select a physician, Executive will select a physician and the physicians selected by the Company and Executive will select a third physician. Executive agrees to make himself available for and submit to examinations by such physicians as may be directed by the Company. Failure to submit to any examination shall constitute a breach of a material part of this Agreement. In the event of termination due to death or permanent disability, the Company will pay Executive, or his legal representative, (i) the earned but unpaid portion of Executive's Basic Salary through the Termination Date; (ii) the earned but unpaid portion of any vested incentive compensation under and consistent with plans adopted by the Company prior to the Termination Date; and (iii) over a period of twelve (12) months following the Termination Date an amount equal to twenty percent (20%) of his Basic Salary at the time of the Termination Date for each year of employment with the Company capped at one hundred percent (100%) of Basic Salary which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A.

(e) The Executive may terminate his employment for Good Reason (as defined below) upon giving 30 days advance written notice to the Company provided, however, that such notice is given within ninety (90) days of the event that constitutes Good Reason and the Company has not cured the condition within thirty (30) days of receipt of such notice. If Executive terminates his employment for Good Reason under this Section 6(e), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary and a portion of Executive’s bonus based upon the bonus he would subsequently have earned in the year in which Executive’s employment was terminated, if any, pro-rated for the amount of time employed by the Company during such year, paid on the original date such bonus would have been payable; (B) over a period of twelve (12) months after the Termination Date an amount equal to the sum of his (i) Basic Salary at the time of the Termination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. As used in this Agreement, the term " Good Reason " means any one or more of the following grounds:

(iii) if there is a reduction in Executive's Basic Salary;

(iv) a breach by the Company of any material term or provision of this Agreement; or

(v) a relocation of the Company’s offices in New York, New York to a location more than 50 miles from the current location.

(i) As used in this Agreement, the term “ Change in Control ” shall mean the occurrence of any one of the following events:

(iv) there is a consummated merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving or parent equity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person, directly or indirectly, acquired twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates); or

For purposes of this Section 6, the following terms shall have the following meanings:

(ii) " Beneficial Owner " shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

7. Indemnity .

(b) The Company hereof shall not indemnify Executive pursuant to Section 7(a):

(ii) in respect to remuneration paid to Executive if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

(iv) on account of Executive's material breach of any provision of this Agreement;

(v) on account of Executive's act or omission being finally adjudged to involve intentional misconduct, a knowing violation of law, or grossly negligent conduct; or

(vi) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

(i) The Company will be entitled to participate therein at its own expense.

(e) Executive agrees that Executive will reimburse the Company for all customary and reasonable expenses paid by the Company in defending any civil or criminal action, suit or proceeding against Executive in the event and only to the extent that it shall be ultimately determined that Executive is not entitled to be indemnified by the Company for such expenses under the provisions of Nevada law (or the laws of the Company’s state of incorporation at the time), federal securities laws, the Company’s By-laws or this Agreement.

Wallace D. Ruiz

____________

and to the Company at:

Inuvo, Inc.

143 Varick Street

New York, NY 10013

Attention: Chief Executive Officer

or such subsequent addresses as one party may designate in writing to the other parties.

12. Governing Law . This Agreement shall be interpreted, construed and governed according to the laws of the State of New York.

13. Amendment . This Agreement may be amended in any and every respect only by agreement in writing executed by both parties hereto.

14. Section Headings . Section headings contained in this Agreement are for convenience only and shall not be considered in construing any provision hereof.

15. Entire Agreement . With the exception of the Confidentiality, Assignment and Noncompetition Agreement, of even date herewith and any stock option agreements between Executive and the Company, this Agreement terminates, cancels and supersedes all previous employment or other agreements relating to the employment of Executive with the Company or any predecessor, written or oral, and this Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement. This Agreement was fully reviewed and negotiated on behalf of each party and shall not be construed against the interest of either party as the drafter of this Agreement. EMPLOYEE ACKNOWLEDGES THAT, BEFORE SIGNING THIS AGREEMENT, HE HAS READ THE ENTIRE AGREEMENT AND HAS THIS DAY RECEIVED A COPY HEREOF.

17. Survival . The last two sentences of Section 3, Sections 6, 7 and 8 of this Agreement and this Section 17 shall survive any termination or expiration of this Agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written.

	EXECUTIVE:

	By:	/s/ Wallace D. Ruiz
		Wallace D. Ruiz
		Inuvo, Inc.

	By:	/s/ Peter Corrao
		Peter Corrao
		Chief Executive Officer

EXHIBIT 10.5

INUVO, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made this 1st day of March, 2012, (this “ Agreement ”) between Inuvo, Inc. (“ Inuvo ” or the “ Company ”), a Nevada corporation, and John B. Pisaris (“ Executive ”).

Recitals

Executive is the General Counsel of Vertro, Inc. (“ Vertro ”) under the terms an Employment Agreement, dated February 1, 2004, as amended on December 23, 2008 (the “ Original Agreement ”).

Inuvo and Vertro have entered into an Agreement and Plan of Merger, dated October 16, 2011, whereby upon closing (“ Closing ”) Vertro will merge into a wholly-owned subsidiary of Inuvo.

Upon Closing, Inuvo wishes to employ Executive on the terms and conditions set forth in this Agreement.

Statement of Agreement

In consideration of the foregoing, and of Executive's employment, the parties agree as follows:

2. Duties .

(a) Executive shall serve as the General Counsel of the Company, reporting to the Chief Executive Officer. In this capacity, Executive will serve as the Company’s chief legal officer and will provide legal advice, representation and counsel to the Company with respect to its business and affairs, and perform such other or additional duties and responsibilities consistent with Executive’s title(s), status, and position as the Chief Executive Officer or Board of Directors of Inuvo may, from time to time, prescribe.

(c) Executive shall be based out of the Company’s Ft. Myers, Florida office. If the Company decides to move its operations more than 50 miles from its current offices in Fort Myers, Florida, Executive shall not be required to relocate and, to the extent the Executive cannot perform his duties hereunder as a result of such a move, his non-performance will not constitute Cause (as defined below).

3. Compensation .

(a) As full compensation for all services rendered to the Company pursuant to this Agreement, in whatever capacity rendered, (i) the Company will pay to Executive during the term hereof a minimum base salary at the rate of $335,000 per year (the " Basic Salary "). The Basic Salary thereafter may be increased, but not decreased, from time to time, by the Board of Directors in connection with reviews of Executive’s performance occurring no less frequently than annually and pursuant to the same review process employed by the Board of Directors for the Company’s other executive officers.

(b) Executive will be entitled to receive incentive compensation pursuant to the terms of plans adopted by the Board of Directors or its Compensation Committee from time to time.

(c) The Board of Directors or its Compensation Committee, as applicable, shall review Executive's performance on an annual basis and pursuant to the same review process employed by the Board of Directors for the Company’s other executive. In connection with such annual review, the Executive may be entitled to receive additional equity grants. Such equity will be granted, if at all, in the sole discretion of the Board of Directors or its Compensation Committee on terms and conditions they determine. Notwithstanding the foregoing, if there is a change in control of the Company (as that term is used in the governing documents of any equity grant agreement) consummated, any equity granted to Executive shall fully vest on the date the change in control is consummated and, if applicable, shall remain exercisable during the term as if the Executive were still employed by the Company. Additionally, notwithstanding any provisions to the contrary in any equity grant agreements or plans, if the Executive's employment with the Company is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below), any equity granted to Executive shall immediately fully vest and remain exercisable during the term of such equity grant as if the Executive were still employed by the Company.

6. Term; Termination .

(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive's employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, “ Termination Date ” shall mean the date on which a ‘separation from service’ occurs, as defined in Treasury Regulation Section 1.409A-1(h).

(b) The Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Section 6(b), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary and a portion of Executive’s bonus based upon the bonus he would subsequently have earned in the year in which Executive’s employment was terminated, if any, pro-rated for the amount of time employed by the Company during such year, paid on the original date such bonus would have been payable; (B) over a period of twelve (12) months following the Termination Date (the “ Severance Period ”) an amount equal to the sum of his (i) Basic Salary at the time of the Termination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period.

(i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company;

(ii) intentional engagement in activities or conduct clearly injurious to the best interests or reputation of the Company which in fact result in material and substantial injury to the Company;

In the event of a termination under this Section 6(c), the Company will pay Executive the earned but unpaid portion of Executive's Basic Salary through the Termination Date. If any determination of substantial dependence under Section 6(c)(vi) is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner as specified in Section 6(d) of this Agreement. If any determination of “Cause” is made under items 6(c), (i), (ii), (iii), (iv), (v), or (vii) which Executive contests, Executive shall have the opportunity, within 30 days of such determination, to personally appear in front of the Board of Directors and present his case to the Board of Directors and have the Board of Directors reconsider the determination of Cause.

(d) Executive's employment shall terminate upon the death or permanent disability of Executive. For purposes hereof, " permanent disability ," shall mean the inability of the Executive, as determined by the Board of Directors of Inuvo, by reason of physical or mental illness to perform the duties required of him under this Agreement for more than 120 days in any 360 day period. Upon a determination by the Board of Directors of Inuvo that Executive's employment shall be terminated under this Section 6(d), the Board of Directors shall give Executive 30 days' prior written notice of the termination. If Executive disputes a determination of the Board of Directors under this Section 6(d), the parties agree to abide by the decision of a panel of three physicians. Inuvo will select a physician, Executive will select a physician and the physicians selected by Inuvo and Executive will select a third physician. Executive agrees to make himself available for and submit to examinations by such physicians as may be directed by the Company. Failure to submit to any examination shall constitute a breach of a material part of this Agreement. In the event of termination due to death or permanent disability, the Company will pay Executive, or his legal representative, (i) the earned but unpaid portion of Executive's Basic Salary through the Termination Date; (ii) the earned but unpaid portion of any vested incentive compensation under and consistent with plans adopted by the Company prior to the Termination Date; and (iii) over a period of twelve (12) months following the Termination Date an amount equal to twenty percent (20%) of his Basic Salary at the time of the Termination Date for each year of employment with the Company capped at one hundred percent (100%) of Basic Salary; which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A.

(e) The Executive may terminate his employment for Good Reason (as defined below) upon giving 30 days advance written notice to the Company provided, however, that such notice is given within ninety (90) days of the event that constitutes Good Reason and the Company has not cured the condition within thirty (30) days of receipt of such notice. Additionally, consider deleting part (iv) because a change in control is not a permitted good reason event under Section 409A of the Code. If Executive terminates his employment for Good Reason under this Section 6(e), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary and a portion of Executive’s bonus based upon the bonus he would subsequently have earned in the year in which Executive’s employment was terminated, if any, pro-rated for the amount of time employed by the Company during such year, paid on the original date such bonus would have been payable; (B) over a period of twelve (12) months after the Termination Date an amount equal to the sum of his (i) Basic Salary at the time of the Termination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. As used in this Agreement, the term " Good Reason " means any one or more of the following grounds:

(iii) if there is a reduction in Executive's Basic Salary;

(iv) a breach by the Company of any material term or provision of this Agreement; or

(v) a relocation of the Company’s offices in Fort Myers, Florida to a location more than 50 miles from the current location.

(i) As used in this Agreement, the term “ Change in Control ” shall mean the occurrence of any one of the following events:

(iv) there is a consummated merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving or parent equity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person, directly or indirectly, acquired twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates); or

For purposes of this Section 6, the following terms shall have the following meanings:

(ii) " Beneficial Owner " shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

7. Indemnity .

(b) The Company hereof shall not indemnify Executive pursuant to Section 7(a):

(ii) in respect to remuneration paid to Executive if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

(iv) on account of Executive's material breach of any provision of this Agreement;

(v) on account of Executive's act or omission being finally adjudged to involve intentional misconduct, a knowing violation of law, or grossly negligent conduct; or

(vi) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

(i) The Company will be entitled to participate therein at its own expense.

John B. Pisaris

____________________

and to the Company at:

Inuvo, Inc.

143 Varick Street

New York, NY 10013

Attention: Chief Executive Officer

or such subsequent addresses as one party may designate in writing to the other parties.

12. Governing Law . This Agreement shall be interpreted, construed and governed according to the laws of the State of Florida.

13. Amendment . This Agreement may be amended in any and every respect only by agreement in writing executed by both parties hereto.

14. Section Headings . Section headings contained in this Agreement are for convenience only and shall not be considered in construing any provision hereof.

15. Entire Agreement . With the exception of the Confidentiality, Assignment and Noncompetition Agreement, of even date herewith, and any stock option agreements between Executive and the Company, this Agreement terminates, cancels and supersedes all previous employment or other agreements relating to the employment of Executive with the Company or any predecessor, written or oral, and this Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement. This Agreement was fully reviewed and negotiated on behalf of each party and shall not be construed against the interest of either party as the drafter of this Agreement. EMPLOYEE ACKNOWLEDGES THAT, BEFORE SIGNING THIS AGREEMENT, HE HAS READ THE ENTIRE AGREEMENT AND HAS THIS DAY RECEIVED A COPY HEREOF.

17. Survival . The last two sentences of Section 3, Sections 6, 7 and 8 of this Agreement and this Section 17 shall survive any termination or expiration of this Agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written.

	EXECUTIVE:

	By:	/s/ John B. Pisaris
		John B. Pisaris

	Inuvo, Inc.

	By:	/ s/ Peter Corrao
		Peter Corrao, Chief Executive Officer

EXHIBIT 10.6

Exhibit 10.7

EXHIBIT 99.1

Inuvo and Vertro Announce the Closing of the Merger

NEW YORK, NY - (03/01/12) - Inuvo®, Inc. (NYSE Amex: INUV), (“Inuvo”), an online marketing technology and services company and Vertro, Inc. (NASDAQ: VTRO), (“Vertro”), an online advertising and search company and the owner of the ALOT™ Internet product portfolio, announced the closing of their merger effective March 1, 2012 after having received approval at the special meetings of stockholders of each company on February 29, 2012. As a result of the merger, Vertro is now a wholly owned subsidiary of Inuvo in a tax-free exchange of shares at the exchange ratio of 1.546 shares of Inuvo common stock per each share of Vertro common stock. Inuvo’s common stock is listed on the NYSE Amex and will continue to trade under the symbol of INUV. Shares of Vertro common stock, which previously traded under the symbol “VTRO,” have ceased trading on, and are being delisted from, the NASDAQ Capital Market.

Inuvo also announced the changes to its board of directors and executive leadership team. As contemplated by the merger agreement, Mitchell Tuchman and John (Jack) Balousek have resigned as directors of Inuvo, and Mr. Joseph P. Durrett, Dr. Adele Goldberg and Peter Corrao have joined the Inuvo board of directors. Richard K. Howe, who served as President and CEO of Inuvo before the merger, has been appointed Executive Chairman of the Board of Inuvo and Peter Corrao, President and CEO of Vertro has been appointed President and CEO of Inuvo. Also as a result of the merger, Inuvo has relocated its headquarters to Vertro’s offices at 143 Varick Street, New York, NY 10013.

Richard K. Howe, Executive Chairman of Inuvo, said, "We are very pleased that our respective stockholders approved the deal. The company’s management team can now begin executing on the integration plans and I have complete confidence in Peter’s ability to lead the team.”

Peter Corrao, President and CEO, added "We have developed an extensive roadmap for the combined company and our immediate focus is to assure we deliver on those plans. I am excited to be leading the combined team and optimistic about our future.”

Merger Highlights

· The inclusion of the BargainMatch® application within the ALOT Appbar is expected to enhance consumer value and promote greater user life time value. Additionally, the inclusion of the Kowabunga® daily deals application within the ALOT Appbar could have a similar impact. A key concept will be to market Inuvo owned and operated applications to ALOT’s existing install base.

· Increased focus on the Inuvo publisher network should provide Inuvo the opportunity to strengthen the strategic relationships that generate a substantial percentage of the company’s Internet traffic. These same publisher relationships offer the promise of new revenue streams as the company expands the types of media and monetization available to its existing publishers.

· Content available today on the BargainMatch, Yellowise® and Kowabunga websites is expected to be re-purposed to create an improved user experience for the ALOT install base, as a result, Inuvo would be able to explore additional monetization options and other direct and/or indirect advertising relationships at sites like the recently launched http://local.alot.com.

· Many overlapping public company and third-party expenses between the separate companies are in the process of being eliminated, and are expected to have a positive material impact on EBITDA and free cash flow of the newly combined company. The combined operations are expected to achieve greater than $2.7 million annually in savings from elimination of such overlapping costs, which, with the closing of the merger, will begin to impact operations shortly.

Transaction Notes

Vertro stockholders will receive written information on the procedures to follow to exchange the shares of Vertro common stock for shares of Inuvo common stock. Colonial Stock Transfer Co., Inc., Inuvo’s transfer agent, is acting as exchange agent. For any questions relating to the surrender and payment procedures, holders of shares of Vertro may contact Colonial Stock Transfer Co., Inc. at (801) 355-5740.

About Inuvo, Inc.

Inuvo®, Inc. (NYSE Amex: INUV), is an Internet marketing and technology company with three business lines. A browser-based consumer applications business, an advertising network and a series of owned and operated websites. To learn more about Inuvo, please visit www.inuvo.com.

Forward-looking Statements

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as "anticipate," "plan," "will," "intend," "believe" or "expect'" or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations with respect to: the strategy, markets, synergies, costs, efficiencies, and other anticipated financial impacts of the proposed transaction; the combined company’s plans, objectives, expectations, intentions with respect to future operations, fluctuations in demand; changes to economic growth in the U.S. economy; and government policies and regulations, including, but not limited to those affecting the Internet. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of Inuvo and are difficult to predict. Inuvo undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Additional key risks are described in the filings made by each of Inuvo and Vertro filed with the U.S. Securities and Exchange Commission, including their respective Form 10-Ks for the year ended December 31, 2010, and Form 10-Qs for quarters ended March 31, 2011, June 30, 2011 and September 30, 2011.

Contact

Wally Ruiz, 727-324-0176

Chief Financial Officer

wallace.ruiz@inuvo.com

Michael Buchanan, 646-253-0606

Director of Investor Relations

michael.buchanan@vertro.com

Alan Sheinwald, 914-669-0222

Alliance Advisors, LLC

asheinwald@allianceadvisors.net