Description of the Material Terms of Bonus Program



 EXHIBIT 10.1 
 DESCRIPTION OF THE MATERIAL TERMS OF 
 LOCAL.COM CORPORATION BONUS PROGRAM

 AS OF JUNE 20, 2012 
 The Local.com Corporation Bonus Program (the “Bonus Program”) provides for the payment of bonuses, in cash and stock, to employees of Local.com Corporation (the “Company”) and its
subsidiaries, including the Company’s currently employed named executive officers (the “NEOs,” as named in the Company’s most recently filed Form 10-K). On June 20, 2012, the Nominating, Compensation and Corporate Governance
Committee (the “NCCG Committee”) of the Company’s Board of Directors (the “Board”) amended the Bonus Program for its NEOs, as outlined below, applicable for the second half bonus period. 

The Bonus Program is based on meeting or exceeding certain Financial Performance Goals (the “FPGs”) and certain Personal Performance Goals (the
“PPGs”). Each employee has been assigned a bonus target equal to a percentage of their base salary (for NEOs, as outlined in their respective employment agreements with the Company) (the “Threshold Target Bonus”) and a Maximum
Target Bonus of up to 150% of the Threshold Target Bonus (the “Maximum Target Bonus”) based upon over-achievement of FPGs and PPGs. The FPGs will be subject to a minimum performance threshold, under which no bonuses related to the FPG is
paid (the “Minimum Target Bonus”). In calculating the Maximum Target Bonus and Minimum Target Bonus with respect to an FPG, any overachievement or underachievement of an FPG shall result in an increase or decrease in the bonus payable with
respect to such individual FPG, as follows: 
 For the FPG related to achievement of certain Revenue targets, as set by the NCCG Committee:

  

					
	 	 	 
	 FPG Achievement
Percentage
  
	 	  	 	 % of Bonus Payable with Respect to Such
FPG
  

	 	 	 
	 Under 85%
	 	 	 	 0%

 

	 	 	 
	 Under 90% to 85%
	 	 	 	 100% less 2 percentage points for each
percentage point under 100% of the FPG Target*
  

	 	 	 
	 110% to 90%
	 	 	 	 An amount equal to percentage achievement
of the FPG Target
  

	 	 	 
	 Over 110%
	 	 	 	 100% plus 2 percentage points for each
percentage point above 100% of the FPG Target.
  

	 	 	 
	 Over 125%
	 	 	 	 150%

 


 *Only applicable if the FPG Achievement Percentage is less than 90% of target. 

For the FPG related to achievement of certain Adjusted Net Income targets, as set by the NCCG Committee: 

 

					
	 	 	 
	 FPG Achievement
Percentage
  
	 	  	 	 % of Bonus Payable with Respect to Such
FPG
  

	 	 	 
	 Under 70%
	 	 	 	 0%

 

	 	 	 
	 150% to 70%
	 	 	 	 An amount equal to percentage achievement
of the FPG Target
  


 The amount represented by the Threshold Target Bonus, the Maximum Target Bonus and the Minimum Target Bonus is referred
to as the “Bonus.” 







 For the Chief Executive Officer (CEO), the Bonus is measured based upon achievement of the following:

 FPGs 
 50% of the
Threshold Target Bonus is based upon achieving the Revenue targets for the Company as a whole, as set by the Board in its approved budget for the applicable period; 
 50% of the Threshold Target Bonus is based upon achieving the Adjusted Net Income (loss) targets for the Company as a whole as set by the Board in its approved budget for the applicable period.

 The foregoing percentage allocations are subject to change in the Committee’s discretion, prior to the commencement of the bonus period
for which such change would be applicable. 
 PPGs 
 The CEO has no PPGs. 
 For all other NEOs, the Bonus is measured based upon achievement of the
following: 
 FPGs 
 37.5%
of the Threshold Target Bonus is based upon achieving the Revenue targets for the Company as a whole, as set by the Board in its approved budget for the applicable period; 
 37.5% of the Threshold Target Bonus is based upon achieving the Adjusted Net Income (loss) targets for the Company as a whole as set by the Board in its approved budget for the applicable period; and

 The foregoing percentage allocations are subject to change in the Committee’s discretion, prior to the commencement of the bonus period
for which such change would be applicable. For the second half of 2012, the percentage allocations set forth above are accurate and complete. 

PPGs 
 25% of the Threshold Target
Bonus is based upon achieving the PPGs set by the CEO for the individual NEO. 
 For all other employees, the Bonus is measured based upon
achievement of a combination of FPGs and PPGs, as determined by the Company’s management team on an individual employee basis. 

Additional Modifications 

Notwithstanding the foregoing Bonus Plan features, the Bonus Plan shall be subject to the following modifications: 

1. The Bonus for the Second Half of 2012 (the “2H 2012 Bonus”) will not be paid to the CEO, President, COO, CMO, CTO, CIO, or CFO or other
employees hold similarly titled positions, if any, (collectively, the “C-Suite”) in the event the Company experiences an Adjusted Net Loss for the entirety of the second half of 2012 viewed as a single period, regardless of achievement of
PPGs by such individuals. 
 2. 2H 2012 Bonus pool shall be capped at 45% of the total of (i) Adjusted Net Income earned by the Company,
subject to certain exceptions, plus (ii) the 2H 2012 Bonus pool as if paid all in cash (i.e., irrespective of whether a portion of the 2H 2012 Bonus is paid in stock) (the “ANI Cap”) and shall be reduced on a pro rata basis amongst
eligible employees based on the amounts that would otherwise have been earned by such eligible employees in the absence of such ANI Cap. 







 Definitions: 
 Adjusted Net Income (Loss) is defined by the Company as net income (loss) excluding: provision for income taxes; interest and other income (expense), net; depreciation; amortization; stock based
compensation charges and non-recurring items.