exv10w3






Exhibit 10.3




DESCRIPTION OF THE MATERIAL TERMS OF

THE LOCAL.COM CORPORATION BONUS PROGRAM

AS OF APRIL 23, 2010



The Local.com Corporation Bonus Program (the “Bonus Program”) provides for the payment of cash
bonuses 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 2009
proxy statement and anticipated to be named in the 2010 proxy statement). On April 23, 2010, the
Nominating, Compensation and Corporate Governance Committee of the Company’s Board of Directors
(the “NCCG Committee”) determined to amend the Bonus Program, as outlined below.



The Bonus Program for NEOs is predicated in part on (i) meeting or exceeding a Financial
Performance Goal (the “FPG”) based on Revenue and Adjusted Net Income (Loss) targets and in part
on (ii) meeting or exceeding certain Personal Performance Goals as approved by the NCCG Committee
(the “PPG”). 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.



Each NEO has been assigned a bonus target equal to a percentage of their base salary, 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”) (the
amount represented by the Threshold Target Bonus and the Maximum Target Bonus is hereinafter
referred to as the “Bonus”). Payment of any Bonus is conditioned upon meeting or exceeding a
certain percentage of the FPG (a minimum of 85% on the Revenue FPG and a minimum of 85% on the
Adjusted Net Income (Loss) FPG) and/or the PPG. The percentage of total Bonus based upon FPG
compared to PPG is established by the NCCG Committee and varies as between NEOs. In addition, NEOs
may receive a Bonus in excess of the Threshold Target Bonus up to the amount of their Maximum
Target Bonus based on over-achievement of the FPG and the PPG.



The following table sets forth the target bonus amounts for which an NEO is eligible under the
Bonus Program:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Threshold	 	 	Maximum	 
	Executive	 	 	 	Target	 	 	Target	 
	Officer	 	Position	 	Bonus	 	 	Bonus	 
	Heath Clarke
	 	CEO	 	$	332,000	 	 	$	498,000	 
	Stanley B. Crair
	 	President and COO	 	$	172,200	 	 	$	258,300	 
	Brenda Agius
	 	CFO and Secretary	 	$	147,400	 	 	$	221,100	 
	Michael O. Plonski
	 	CTO	 	$	135,000	 	 	$	202,500	 





Bonus payouts, if any, to NEOs will be made on such periodic basis as is determined by the
NCCG Committee. Except for certain executives, or as provided in a contract to the contrary, a
participant’s right to any bonus under the Bonus Program will cease upon termination of employment
for any reason, whether voluntary or involuntary. For NEOs with employment contracts containing
provisions for termination for “good reason” or termination by the Company “without cause,” upon
separation of employment for either of those reasons, the executive will receive an amount equal to
the total of all Bonuses received by such NEO during the four quarters immediately preceding such
termination date, except where there has been a change in control, in which case the amount shall
be multiplied by 1.25 and, at the executive’s election, such amount may also be substituted with
the total of all Bonuses received by such NEO during the four quarters immediately preceding the
date of the change in control multiplied by 1.25.



The Company reserves the right to amend or cancel the Bonus Program for any reason in its sole
discretion.