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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2007 and effective immediately, the Compensation Committee of the Company's Board of Directors approved increases in the annual salaries for the following executive officers:

James R. Zarley
Chief Executive Officer, from $375,000 to $450,000

Samuel J. Paisley
Chief Administrative Officer, from $300,000 to $325,000

Scott H. Ray
Chief Financial Officer, from $300,000 to $325,000

Peter Wolfert
Chief Technology Officer, from $300,000 to $325,000


Further, on February 16, 2007, the Compensation Committee of the Company’s Board of Directors approved the 2007 Executive Incentive Compensation Plan for the executive officers listed below. If certain revenue and earnings targets are met for the first, second, third, and fourth quarters of 2007 and for the year ending December 31, 2007, the maximum cumulative payments to these executive officers under the 2007 Executive Incentive Compensation Plan are as follows:

James R. Zarley
Chief Executive Officer $420,000

Tom A. Vadnais
President – U.S. $315,000

Samuel J. Paisley
Chief Administrative Officer $315,000

Scott H. Ray
Chief Financial Officer $315,000

Peter Wolfert
Chief Technology Officer $170,000

Scott P. Barlow
Vice President, General Counsel and Secretary $70,000

Carl White
Chief Executive Officer - Europe £160,000

Exhibit 99.1 summarizes the 2007 Executive Incentive Compensation Plan.





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.

         
    ValueClick, Inc.
          
February 22, 2007   By:   /s/ Scott H. Ray
       
        Name: Scott H. Ray
        Title: Chief Financial Officer

Exhibit Index


     
Exhibit No.   Description
 
99.1
  2007 Executive Incentive Compensation Plan