the Board designated for such purpose. Any increased Annual Salary shall thereupon be the**“Annual Salary”**for the purposes hereof. The Executive’s Annual Salary shall not be decreasedwithout her prior written consent at any time during the Term.     3.2 Incentive Compensation. During the Term, the Executive shall be eligible toreceive, in addition to her Annual Salary, an annual bonus (the **“Bonus”**) of up to forty percent(40%) of the Annual Salary. Any increase in the bonus target shall thereupon be the “Bonus” forthe purposes hereof. The amount of such Bonus and any performance standards or goals required to beattained in order to receive such Bonus shall be mutually agreed upon by Executive and the CEO orsuch committee of the Board as they shall designate for such purpose from time to time andmemorialized in a writing executed by Executive and Employer, as may be amended from time to timeby the mutual written agreement of Employer and Executive. The Bonus shall be declared and paidaccording to the Company’s payroll policies and practices. Any actual Bonus paid shall bedetermined by achievement of mutually agreed goals and company performance.     3.3 Stock Options. The Executive shall be granted options to purchase Two HundredSixty (260,000) shares of the common stock of the Employer pursuant to the Employer’s EquityIncentive Plans (the **“Options”**). At the option of the Executive as of the date of grant, theOptions may be intended to qualify as “incentive stock options” within the meaning of Section 422of the Internal Revenue Code of 1986, as amended. The Options shall be granted on the Executive’sfirst day of employment and shall have an exercise price equal to the closing stock price on suchdate the Options will be issued as follows: Grant 1   Options to purchase 130,000 shares of Employer’s commonstock (**“Grant 1”**).  Grant 2   Options to purchase 43,333 shares of Employer’s common stock(**“Grant 2”**).  Grant 3   Options to purchase 43,333 shares of Employer’s common stock(**“Grant 3”**).  Grant 4   Options to purchase 43,334 shares of Employer’s common stock(**“Grant 4”**).Grant 1 will vest over a period of 3 years, with one-third (1/3) vesting after twelve months ofemployment and the remainder on a quarterly basis thereafter, provided that the Executive isemployed by the Employer as of each such Option vesting date. Grant 2 will vest over a period of 3years, with one-third (1/3) vesting after twenty-four months of employment and the remainder on aquarterly basis thereafter, provided that the Executive is employed by the Employer as of each suchOption vesting date. Options in Grant 3 will vest over a period of 3 years, with one-third (1/3)vesting after thirty-six months of employment and the remainder on a quarterly basis thereafter,provided that the Executive is employed by the Employer as of each such Option vesting date.Options in Grant 4 will vest over a period of 3 years, with one-third(1/3) vesting after forty-eight months of employment and the remainder on a quarterly basis
2

 
thereafter, provided that the Executive is employed by the Employer as of each such Option vestingdate. The vesting periods shall be subject to possible acceleration in the discretion of the CEO orsuch committee of the Board as they shall designate for such purpose from time to time. TheOptions shall become fully vested immediately and shall remain exercisable during the term of eachsuch option as if the Executive were still employed by Employer upon (i) a Change of Control,defined below, of the Employer, or (ii) a termination of the executive by Employer without Cause(defined in Section 5.1(a) below), or a termination by Executive for Good Reason (defined inSection 5.2(a) below), if such event of termination without cause or for good reason occurs within120 days prior and/or subsequent to the execution and delivery of an acquisition, merger,consolidation or other agreement which results in a Change of Control. For purposes of thisAgreement “Change of Control” shall mean the occurrence of any one of the following events:          (a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities ofthe Company representing thirty-five percent (35%) or more, excluding in the calculation ofBeneficial Ownership securities acquired directly from the Company, of the combined voting power ofthe Company’s then outstanding voting securities;          (b) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities ofthe Company representing over fifty percent (50.00%) or more of the combined voting power of theCompany’s then outstanding voting securities;          (c) the following individuals cease for any reason to constitute a majority of the number ofdirectors of the Company then serving: individuals who, as of February 23, 2009, constitute theBoard of Directors of the Company (the **“Board”**) and any new director (other than a director whoseinitial 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 theCompany) whose appointment or election by the Board or nomination for election by the Company’sstockholders was approved or recommended by a vote of the at least two-thirds (2/3) of thedirectors then still in office who either were directors on February 23, 2009 or whose appointment,election or nomination for election was previously so approved or recommended;          (d) there is a consummated merger or consolidation of the Company or any direct or indirectsubsidiary of the Company with any other corporation, other than (A) a merger or consolidationwhich would result in the voting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being converted into votingsecurities of the surviving or parent entity) more than fifty percent (50.00%) of the combinedvoting power of the voting securities of the Company or such surviving or parent equity outstandingimmediately after such merger or consolidation or (B) a merger or consolidation effected toimplement a recapitalization of the Company (or similar transaction) in which no person, directlyor indirectly, acquired twenty-five percent (25%) or more of the combined voting power of theCompany’s then outstanding securities (not including in the securities beneficially owned by suchperson any securities acquired directly from the Company or its Affiliates); or
3

 
          (e) the stock holders of the Company approve a plan of complete liquidation of the Company orthere is consummated an agreement for the sale or disposition by the Company of all orsubstantially all of the Company’s assets (or any transaction having a similar effect), other thana sale or disposition by the Company of all or substantially all of the Company’s assets to anentity, at least fifty percent (50%) of the combined voting power of the voting securities of whichare owned by stockholders of the Company in substantially the same proportions as their ownershipof the Company immediately prior to such sale.     The terms of this Section 3.3 shall be included in the applicable stock option agreementsbetween Employer and Executive relating to the issuance of the Options. For purposes of thisSection 3.3, the following terms used above shall have the following meanings:     **“Affiliate”**shall mean an affiliate of the Company, as defined in Rule 12b-2promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time totime (the **“Exchange Act”**);     **“Beneficial Owner”**shall have the meaning set forth in Rule 13d-3 under the ExchangeAct; and     **“Person”**shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, asmodified and used in Sections 13(d) and 14(d) thereof, except that such term shall notinclude (1) the Company, (2) a trustee or other fiduciary holding securities under anemployee benefit plan of the Company, (3) an underwriter temporarily holding securitiespursuant to an offering of such securities or (4) a corporation owned, directly orindirectly, by the stockholders of the Company in substantially the same proportions astheir ownership of shares of Common Stock of the Company.     3.4 Benefits. Except as otherwise provided herein, the Executive shall be entitled toparticipate in any group life, medical or disability insurance plans, health programs, retirementplans, fringe benefit programs and similar benefits that may be available to other seniorexecutives of the Employer generally, on the same terms as such other executives, to the extentthat the Executive is eligible under the terms of such plans or programs as they may be in effectfrom time to time. Employer will provide coverage for the Executive under the Employer’s healthbenefits plan and will pay 100% of the cost of spouse or dependent coverage up to a total of $1,500per month. Coverage under the health benefits plan will be in effect commencing with the firstmonth following thirty (30) days of Executive’s employment.     3.5 Expenses. The Employer shall pay or reimburse the Executive for all ordinary andreasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) bythe Executive during the Term in the performance of the Executive’s services under this Agreement,provided that (i) such expenditure is of a nature qualifying it as a proper business expensededuction on the Employer’s federal and state income tax returns and (ii) the Executive submitsproof of such expenses, with the properly completed forms as prescribed from time to time by theEmployer, no later than 30 days after the end of the monthly period in which suchexpenses have been so incurred. In addition, the Employer will pay the Executive anon-
4

 
accountable relocation expense of $75,000, 1/2 which is payable on February 23, 2009 and theremaining 1/2 payable on April 1, 2009. Should Executive’s employment terminate pursuant to Section5.1 within one year of payment of relocation expense, then Executive will, within 180 days aftersaid Termination, reimburse Employer for 100% of the relocation expense already received from theEmployer, less any applicable taxes already paid or due.     3.6 Compliance with Section 409A of the Internal Revenue Code; Short-Term DeferralExemption. This Agreement is not intended to provide for any deferral of compensation subjectto Section 409A of the Internal Revenue Code (the “**Code**”) and, accordingly, any compensationprovided pursuant to this Agreement is intended to be paid not later than the later of: (i) thefifteenth day of the third month following Executive’s first taxable year in which such benefit isno longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the thirdmonth following the first taxable year of the Employer in which such benefit is no longer subjectto a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code andany Treasury Regulations and other guidance issued thereunder. The date determined under thissubsection is referred to as the “**Short-Term Deferral Date**.” Notwithstanding anything to thecontrary herein, in the event that any benefits provided pursuant to this Agreement are notactually or constructively received by the Executive on or before the Short-Term Deferral Date, tothe extent such benefit constitutes a deferral of compensation subject to Code Section 409A, thensuch benefit shall be paid upon the Executive’s separation from service, with respect to theEmployer and its affiliates within the meaning of Section 409A of the Code. Notwithstanding anyother provision of this Agreement to the contrary, Executive and the Company shall in good faithamend this Agreement to the extent necessary to comply with the requirements under Section 409A ofthe Code and any regulations or other guidance issued thereunder, in order to ensure that anyamounts paid or payable hereunder are not subject to the additional 20% income tax thereunder whilemaintaining to the maximum extent practicable the original intent of this Agreement.4. Termination upon Death or Disability.     If the Executive dies during the Term, the Term shall terminate as of the date of death, andthe obligations of the Employer to or with respect to the Executive shall terminate in theirentirety upon such date except as otherwise provided under this Section 4. If the Executivebecomes disabled for purposes of the long-term disability plan of the Employer for which theExecutive is eligible, or, in the event that there is no such plan, if the Executive by virtue ofill health or other disability is unable to perform substantially and continuously the dutiesassigned to her for more than 180 consecutive or non-consecutive days out of any consecutive12-month period, then the Employer shall have the right, to the extent permitted by law, toterminate the employment of the Executive upon notice in writing to the Executive. Upontermination of employment due to death or disability, (i) the Executive (or the Executive’s estateor beneficiaries in the case of the death of the Executive) shall be entitled to receive any AnnualSalary and other benefits earned and accrued under this Agreement prior to the date of termination(and reimbursement under this Agreement for expenses incurred prior to the date of termination),including, but not limited to a pro-rata Bonus for the year of termination (which in no event shallbe less than a similar pro-rata portion of the Executive’s bonus for the precedingyear) to be paid at such time as Bonuses are ordinarily paid; (ii) in the case of terminationdue to
5

 
disability, the Executive shall be entitled to receive her Annual Salary for twelve (12)months following such termination less any amounts for which Executive is eligible to receive fromlong term disability insurance benefits under disability coverage furnished by the Employer to theExecutive during such twelve (12) month period; (iii) the Executive (or, in the case of her death,her spouse and/or dependents) shall continue to receive all applicable benefits elected byExecutive for which she received reimbursement for pursuant to Section 3.4 herein for a period oftwelve (12) months following such termination and Company shall continue to pay for the foregoingin accordance with Section 3.4 herein as if no such termination had occurred; and (iv) theExecutive (or, in the case of her death, her estate and beneficiaries) shall have no furtherrights to any other compensation or benefits hereunder on or after the termination of employment,or any other rights hereunder, except as otherwise provided in the plans and policies of theEmployer.5. Certain Terminations of Employment.     5.1 Termination for Cause; Termination of Employment by the Executive without GoodReason.          (a) For purposes of this Agreement, **“Cause”**shall mean the Executive’s:               (i) conviction of (or pleading nolo contendere to) a felony involving the crime of theft or arelated or similar act of unlawful taking, or a felony involving the federal or Californiasecurities or pension laws, or any felony, which results in material economic harm to the Employer;               (ii) engagement in the performance of her duties hereunder or otherwise to the material anddemonstrable detriment of the Employer, in willful misconduct, willful or gross neglect, fraud,misappropriation or embezzlement;               (iii) After notice from the Board of Directors, and, if requested by Executive, theopportunity to be heard by the Board of Directors, the failure to adhere to the lawful andreasonable directions of the Board that are consistent with the terms of this Agreement (so long asthe directive does not give the Executive Good Reason (as defined below) to terminate heremployment as described in Section 5.2), or the failure to devote substantially all of the businesstime and effort to the Employer (except for any activities expressly authorized by the Employer);               (iv) material breach of any of the provisions of Section 6, other than inadvertent breaches;or               (v) breach in any material respect of the terms and provisions of this Agreement and failureto cure such breach within thirty (30) days following written notice from the Employer specifyingsuch breach; provided however, if Executive delivers written notice to Employer during the 30 daycure period requesting to be heard at a meeting of the Board, hertermination under this Section 5.2(a)(v) shall not be effective until such Board meeting atwhich Executive had an opportunity to be heard.
6

 
provided that Cause shall not exist except on written notice given to the Executive at any time notmore than 60 days following the later of either the occurrence of any of the events described aboveor Employer’s actual knowledge thereof, which events in any case must have occurred after theeffective date of this Agreement.          (b) The Employer may terminate the Executive’s employment hereunder for Cause, and theExecutive may terminate her employment for any or no reason on at least 30 days’ and not more than60 days’ written notice given to the Employer. If the Employer terminates the Executive for Cause,or the Executive terminates her employment and the termination by the Executive is not covered bySection 4 or 5.2, (i) the Executive shall receive Annual Salary and other benefits earned andaccrued under this Agreement prior to the termination of employment (and reimbursement under thisAgreement for expenses incurred prior to the termination of employment); and (ii) the Executiveshall have no further rights to any other compensation or benefits hereunder on or after thetermination of employment, or any other rights hereunder, except as otherwise provided in the plansand policies of the Employer.     5.2 Termination by the Employer without Cause; or by the Executive for Good Reason.          (a) For purposes of this Agreement, **“Good Reason”**shall mean, unless otherwise consented to inwriting by the Executive;               (i) a reduction in Annual Salary or in benefits of the Executive, or the failure of theEmployer timely to make any Annual Salary payment due to the Executive, provided that such deferralor failure to pay continues unremedied for more than thirty (30) days;               (ii) any action by the Employer that results in a material diminution in the Executive’stitle(s), status, position, authority, duties or responsibilities;               (iii) a material breach of any provision of this Agreement by the Employer;               (iv) a failure of the Employer to have any successor entity specifically assume thisAgreement;               (v) if there is a Change of Control of the Company and Executive terminates her employment forany reason or no reason at all during the 120 day period immediately following the Change ofControl;               (vi) a relocation of the Executive to offices other than those set forth herein, or arelocation of the offices set forth herein to a location more than 25 miles from its currentlocation, without Executive’s prior written consent;               (vii) a change in Executive’s reporting so that she no longer reports directly to the CEO; or
7

 
               (viii) the assignment to Executive of any duties or responsibilities which are inconsistentwith her status, position or responsibilities as set forth in Section 2 hereof.     Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice oftermination on account thereof (specifying a termination date no later than 30 days from the dateof such notice) is given no later than the later of either (1) 60 days after the time at which theevent or condition giving rise to Good Reason first occurs or arises or (2) Executive’s actualknowledge thereof; and (ii) if there exists (without regard to this clause (ii)) an event orcondition that constitutes Good Reason, the Employer shall have 30 days from the date notice ofsuch a termination is given to cure such event or condition and, if the Employer does so fully curesuch event or condition, such event or condition shall not constitute Good Reason hereunder, unlessthe same or similar events or conditions occur again, in which case no further opportunity to curewill be afforded Employer and Good Reason will exist as if all applicable notice requirements hadbeen met in their entirety.          (b) The Employer may terminate the Executive’s employment at any time for any reason or noreason and the Executive may terminate the Executive’s employment with the Employer for GoodReason. A notice of non-renewal, as provided for pursuant to Section 1 above, shall constitute atermination of employment by the Employer without Cause.          (c) If the Employer terminates the Executive’s employment and the termination is not coveredby Section 4 or 5.1, or the Executive terminates her employment for Good Reason, the Executiveshall receive:               (i) Annual Salary and other benefits earned and accrued under this Agreement prior to thetermination of employment (and reimbursement under this Agreement for expenses incurred prior tothe termination of employment);               (ii) one (1) times the Annual Salary payable in accordance with standard payroll practices ofthe Company;               (iii) an amount equal to all Bonuses earned during the four quarters immediately prior to thetermination date (unless the termination occurs as a result of or in connection with a Change ofControl, in which case the amount will be equal to all Bonuses earned during the four quartersimmediately prior to the Change of Control if so requested by Executive), payable in accordancewith standard bonus payment practices of the Company, or (B) immediately, if and to the extent thesame will be used by Executive to exercise her stock options as provided in clause (v) below;               (iv) reimbursement for COBRA payments equal to employee’s regular monthly contributions towardthe Executive’s health insurance benefits for the one (1) year period following the terminationdate if the Executive elects COBRA benefits, and;               (v) the right to exercise any or all vested stock options for a period of twelve (12) monthsafter the effective date of termination of Executive’s employment; provided however, (A) in theevent the termination occurs within 120 days of the execution of a Change of Control agreement asprovided in Section 3.3 above, vesting of all options shall be accelerated as
8

 
provided in Section3.3 above, and (B) in the event the termination occurs at a time not within such 120 day period,for purposes of this provision, all unvested options that would have vested had this Agreementremained in force through the end of the initial Term, shall be fully vested immediately prior tothe termination under this Section 5.2(c); The provisions of this subparagraph (v) shall beincluded in any stock option agreement between the Employer and the Executive.     In order to be eligible to receive the benefits specified under sections 5.2(c)(ii) — (iv),the Executive must execute a general release of claims in a form acceptable to the Employer, whichshall not apply to the Employer’s obligations described above in this Section 5.2(c).6. Invention, Non-Disclosure and Non-Competition.     6.1 Inventions and Patents.          (a) The Executive will promptly and fully disclose to the Employer any and all inventions,discoveries, improvements, ideas, developments, designs, products, formulas, software programs,processes, techniques, technology, know-how, negative know-how, data, research, technical data andoriginal works of authorship (whether or not patentable or registrable under patent, copyright orsimilar statutes and including all rights to obtain, register, perfect and enforce thoseproprietary interests) that are related to or useful in the Employer’s present or future businessor result from use of property owned, leased, or contracted for by the Employer and which theExecutive develops, makes, conceives or reduces to practice during the Executive’s employment bythe Employer, either solely or jointly with others (collectively, the **“Developments”**). All suchDevelopments shall be the sole property of the Employer, and the Executive hereby assigns to theEmployer, without further compensation, all of the Executive’s right, title and interest in and tosuch Developments and any and all related patents, patent applications, copyrights, copyrightapplications, trademarks, service marks and trade names in the United States and elsewhere.          (b) The Executive shall disclose promptly to an officer or to attorneys of the Employer inwriting any inventions, discoveries, improvements, ideas, developments, designs, products,formulas, software programs, processes, techniques, technology, know-how, negative know-how, data,research, technical data and original works of authorship, whether or not patentable or registrableunder patent, copyright or similar statutes that are related to or useful in the Employer’s presentor future business, the Executive may conceive, make, develop or work on, in whole or in part,solely or jointly with others during the Executive’s employment, for the purpose of permitting theEmployer to determine whether they constitute Developments. The Employer shall receive suchdisclosures in confidence.          (c) The Executive will keep and maintain adequate and current written records of allDevelopments (in the form of notes, sketches, drawings and as may be specified by theEmployer), which records shall be available to and remain the sole property of the Employer atall times.          (d) The Executive will assist the Employer in obtaining and enforcing patent, copyright,trademark, service marks and other forms of legal protection for the Developments in
9

 
any country.Upon request, the Executive will sign all applications, assignments, instruments and papers andperform all acts necessary or desired by the Employer to assign all such Developments fully andcompletely to the Employer and to enable the Employer, its successors, assigns and nominees, tosecure and enjoy the full and exclusive benefits and advantages thereof.          (e) The Executive understands that the Executive’s obligations under this section willcontinue after the termination of the Executive’s employment with the Employer and that during theExecutive’s employment the Executive will perform such obligations without further compensation,except for reimbursement of expenses incurred at the request of the Employer. The Executivefurther understands that if the Executive is not employed by the Employer as an employee at thetime the Executive is requested to perform any obligations under this section, the Executive shallreceive for such performance a reasonable per diem fee, as well as reimbursement of any expensesincurred at the request of the Employer.          (f) Any provision in this Agreement requiring the Executive to assign the Executive’s rightsin all Developments shall not apply to an invention that qualifies fully under the provisions ofCalifornia Labor Code section 2870, the terms of which are set forth below:               (i) Any provision in an employment agreement which provides that an employee shallassign, or offer to assign, any of his or her rights in an invention to his or her employershall not apply to an invention that the employee developed entirely on his or her own timewithout using the employer’s equipment, supplies, facilities, or trade secret informationexcept for those inventions that either:                    (1) Relate at the time of conception or reduction to practice of the invention to theemployer’s business, or actual or demonstrably anticipated research or development of theemployer; or                    (2) Result from any work performed by the employee for the employer.               (ii) To the extent a provision in an employment agreement purports to require anemployee to assign an invention otherwise excluded from being required to be assigned undersubdivision (i), the provision is against the public policy of this state and isunenforceable.     6.2 Proprietary Information.          (a) The Executive recognizes that the Executive’s relationship with the Employer is one ofhigh trust and confidence by reason of the Executive’s access to and contact with the trade secretsand confidential and proprietary information of the Employer including, without limitation,information not previously disclosed to the public regarding current andprojected revenues, expenses, costs, profit margins and any other financial and budgetinginformation; marketing and distribution plans and practices; business plans, opportunities,projects and any other business and corporate strategies; product information; names, addresses,terms of contracts and other arrangements with customers, suppliers, agents and employees of theEmployer; confidential and sensitive information regarding other employees, including
10

 
informationwith respect to their job descriptions, performance strengths and weaknesses, and compensation; andother information not generally known regarding the business, affairs and plans of the Employer(collectively, the **“Proprietary Information”**). The Executive acknowledges and agrees thatProprietary Information is the exclusive property of the Employer and that the Executive shall notat any time, either during the Executive’s employment with the Employer or thereafter disclose toothers, or directly or indirectly use for the Executive’s own benefit or the benefit of others, anyof the Proprietary Information.          (b) The Executive acknowledges that the unauthorized use or disclosure of ProprietaryInformation would be detrimental to the Employer and would reasonably be anticipated to materiallyimpair the Employer’s value.          (c) The Executive’s undertakings and obligations under this Section 6.2 will not apply,however, to any Proprietary Information which: (a) is or becomes generally known to the publicthrough no action on the Executive’s part, (b) is generally disclosed to third parties by theEmployer without restriction on such third parties, (c) is approved for release by writtenauthorization of the Board, (d) is known to the Executive other than as a result of work performedfor the Employer, or (e) is required to be disclosed by law or governmental or court process ororder.          (d) Upon termination of the Executive’s employment with the Employer or at any other time uponrequest, the Executive will promptly deliver to the Employer all notes, memoranda, notebooks,drawings, records, reports, written computer code, files and other documents (and all copies orreproductions of such materials) in the Executive’s possession or under the Executive’s control,whether prepared by the Executive or others, which contain Proprietary Information. The Executiveacknowledges that this material is the sole property of the Employer.      6.3 Covenant Not to Compete.          (a) During the time that this Agreement is in effect, the Executive shall not directly orindirectly:               (i) own (except for Executive’s ownership in Slingpge, Inc, and Hiremenow.com), engage in,conduct, manage, operate, participate in, be employed by, be connected in any manner whatsoeverwith, or render services or advice to (whether for compensation or without compensation), any otherperson or business entity which, in the sole judgment of the Employer, directly or indirectlycompetes with the Business of the Employer (as hereinafter defined); or               (ii) recruit or otherwise solicit or induce any employee of the Employer to terminate his orher employment with, or otherwise cease his or her relationship with, the Employer in order to joinany person or entity which, in the sole judgment of the Employer, competes with the Business of theEmployer.          (b) For a period of six months after the expiration or termination of this Agreement, theExecutive shall not directly or indirectly recruit or otherwise solicit or induce
11

 
any employee ofthe Employer to terminate his or her employment with, or otherwise cease his or her relationshipwith, the Employer in order to join any person or entity which, in the sole judgment of theEmployer, competes with the business of the employer as engaged in at the expiration or terminationof this Agreement.          (c) The obligations set forth in paragraphs 6.3(a) and (b) above shall not restrict theExecutive’s right to invest in the securities (not to exceed 1% of the outstanding securities ofany class) of any publicly-held corporation in the management of which the Executive does notparticipate.          (d) For purposes of Section 6.3(a), **“Business of the Employer”**means the business of Employeras engaged in from time to time during the term of this Agreement, including, but not limited to,paid search.          (e) The Executive hereby represents that, except as the Executive has disclosed in writing tothe Employer on Exhibit A attached hereto, the Executive is not bound by the terms of any agreementwith any previous employer or other party to refrain from using or disclosing any trade secret orconfidential or proprietary information in the course of the Executive’s employment with theEmployer or to refrain from competing, directly or indirectly, with the business of such previousemployer or any other party.          (f) The Executive further represents that the Executive’s performance of all the terms of thisAgreement and as an employee of the Employer does not and will not breach any agreement to keep inconfidence proprietary information, knowledge or data acquired by the Executive in confidence or intrust prior to her employment with the Employer, and the Executive will not disclose to theEmployer or induce the Employer to use any confidential or proprietary information or materialbelonging to any previous employer or others.     6.4 Other Obligations. The Executive acknowledges that the Employer from time to timemay have agreements with other persons or with the U.S. Government or agencies thereof, whichimpose obligations or restrictions on the Employer regarding inventions made during the course ofwork under such agreements or regarding the confidential nature of such work. The Executive agreesto be bound by all such obligations and restrictions which are made known to the Executive and totake all action necessary to discharge the obligations of the Employer under such agreements.     6.5 Rights and Remedies upon Breach. The Executive acknowledges and agrees that anybreach by her of any of the provisions of Section 6 (the **“Restrictive Covenants”**) would result inirreparable injury and damage for which money damages may not provide an adequateremedy. Therefore, if the Executive breaches any of the provisions of Section 6, the Employershall have the following rights and remedies, each of which rights and remedies shall beindependent of the other and severally enforceable, and all of which rights and remedies shall bein addition to, and not in lieu of, any other rights and remedies available to the Employer underlaw or in equity (including, without limitation, the recovery of damages) the right and remedy tohave the Restrictive Covenants specifically enforced (without posting bond and without the need toprove damages) by any court having equity jurisdiction, including, without limitation, the right toan entry against the Executive of restraining orders and injunctions (preliminary,
12

 
mandatory,temporary and permanent) against violations, threatened or actual, and whether or not thencontinuing, of such covenants.7. Certain Additional Payments by the Company.     (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall bedetermined that any payment, award, benefit or distribution (or any acceleration of any payment,award, benefit or distribution) by the Company (or any of its affiliated entities) or any entitythat effectuates a Change of Control (or any of its affiliated entities) to or for the benefit ofExecutive (whether pursuant to the terms of this Agreement or otherwise, but determined withoutregard to any additional payments required under this Section 7) (the **“Payments”**) would be subjectto the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the**“Code”**), or any interest or penalties are incurred by Executive with respect to such excise tax(such excise tax, together with any such interest and penalties, are hereinafter collectivelyreferred to as the **“Excise Tax”**), then the Company shall pay to Executive an additional payment (a**“Gross-Up Payment”**) in an amount such that after payment by Executive of all taxes (including anyincome, employment and Excise Tax) imposed upon the Gross-Up Payment, Executive retains an amountof the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y)the product of any deductions disallowed because of the inclusion of the Gross-Up Payment inExecutive’s adjusted gross income and the highest applicable marginal rates of each of federal,state and local income taxation for the calendar year in which the Gross-Up Payment is to be made.For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to(i) pay federal income taxes at the highest marginal rate of federal income taxation for thecalendar year in which the Gross-Up Payment is to be made (ii) pay applicable state and localincome taxes at the highest marginal rate of taxation for the calendar year in which the Gross-UpPayment is to be made, net of the maximum reduction in federal income taxes which could be obtainedfrom deduction of such state and local taxes, and (iii) pay all federal, state and localemployment-related taxes (including, but not limited to, FICA) at the highest marginal rate oftaxation. Notwithstanding the foregoing provisions of this Section 7(a), if it shall be determinedthat Executive is entitled to a Gross-Up Payment, but that the Payments would not be subject to theExcise Tax if the Payments were reduced by an amount that is less than 5% of the portion of thePayments that would be treated as “parachute payments” under Section 280G of the Code, then theamounts payable to Executive under this Agreement shall be reduced (but not below zero) to themaximum amount that could be paid to Executive without giving rise to the Excise Tax (the **“SafeHarbor Cap”**), and no Gross-Up Payment shall be made to Executive. The reduction of the amountspayable hereunder, if applicable, shall be made by a method determined by Executive in her solediscretion. If the reduction of the amounts payable hereunder would not result in a reductionof the Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reducedpursuant to this provision.     (b) Subject to the provisions of Section 7(a), all determinations required to be made underthis Section 7(b), including whether and when a Gross-Up Payment is required, the amount of suchGross-Up Payment, the reduction of the Payments to the Safe Harbor Cap and the assumptions to beutilized in arriving at such determinations, shall be made by the public accounting firm that isretained by the Company as of the date immediately prior to the Change
13

 
in Control (the **“AccountingFirm”**) which shall provide detailed supporting calculations both to the Company and Executivewithin fifteen (15) business days of the receipt of notice from the Company or the Executive thatthere has been a Payment, or such earlier time as is requested by the Company (collectively, the**“Determination”**). In the event that the Accounting Firm is serving as accountant or auditor for theindividual, entity or group effecting the Change in Control, Executive may appoint anothernationally recognized public accounting firm to make the determinations required hereunder (whichaccounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expensesof the Accounting Firm shall be borne solely by the Company and the Company shall enter into anyagreement requested by the Accounting Firm in connection with the performance of the serviceshereunder. The Gross-Up Payment under this Section 7 with respect to any Payments shall be made nolater than thirty (30) days following such Payment. If the Accounting Firm determines that noExcise Tax is payable by Executive, it shall furnish Executive with a written opinion to sucheffect, and to the effect that failure to report the Excise Tax, if any, on Executive’s applicablefederal income tax return will not result in the imposition of a negligence or similar penalty. Inthe event the Accounting Firm determines that the Payments shall be reduced to the Safe Harbor Cap,it shall furnish Executive with a written opinion to such effect. The Determination by theAccounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty inthe application of Section 4999 of the Code at the time of the Determination, it is possible thatGross-Up Payments that will not have been made by the Company should have been made(**“Underpayment”**) or Gross-Up Payments are made by the Company that should not have been made(**“Overpayment”**), consistent with the calculations required to be made hereunder. In the event theExecutive thereafter is required to make payment of any Excise Tax or additional Excise Tax, theAccounting Firm shall determine the amount of the Underpayment that has occurred and any suchUnderpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code)shall be promptly paid by the Company to or for the benefit of Executive. In the event the amountof the Gross-Up Payment exceeds the amount necessary to reimburse the Executive for Excise Tax, theAccounting Firm shall determine the amount of the Overpayment that has been made and any suchOverpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shallbe promptly paid by Executive (to the extent she has received a refund if the applicable Excise Taxhas been paid to the Internal Revenue Service) to or for the benefit of the Company. Executiveshall cooperate, to the extent Executive’s expenses are reimbursed by the Company, with anyreasonable requests by the Company in connection with any contests or disputes with the InternalRevenue Service in connection with the Excise Tax.8. Other Provisions.     8.1 Severability. The Executive acknowledges and agrees that (i) she has had anopportunity to seek advice of counsel in connection with this Agreement and (ii) the RestrictiveCovenants are reasonable in geographical and temporal scope and in all other respects. If it isdetermined that any of the provisions of this Agreement, including, without limitation, any of theRestrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of theprovisions of this Agreement shall not thereby be affected and shall be given full effect, withoutregard to the invalid portions.
14

 
     8.2 Duration and Scope of Covenants. If any court or other decision-maker ofcompetent jurisdiction determines that any of the Executive’s covenants contained in thisAgreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, isunenforceable because of the duration or geographical scope of such provision, then, after suchdetermination has become final and unappealable, the duration or scope of such provision, as thecase may be, shall be reduced so that such provision becomes enforceable and, in its reduced form,such provision shall then be enforceable and shall be enforced.     8.3 Resolution of Differences Over Breaches of Agreement. The parties shall use goodfaith efforts to resolve any controversy or claim arising out of, or relating to this Agreement orthe breach thereof. If, despite their good faith efforts, the parties are unable to resolve suchcontroversy or claim through the Employer’s internal review procedures, then such controversy orclaim shall be resolved by binding arbitration before a single, mutually acceptable arbitratorunder the rules of the Judicial Arbitration and Mediation Service in Orange County, California andjudgment upon the award rendered by the arbitrator(s) may be entered in any court havingjurisdiction thereof. If any contest or dispute shall arise between the Employer and the Executiveregarding any provision of this Agreement, the prevailing party, as determined by the Arbitrator,shall be entitled to an award of all legal fees, costs, and expenses reasonably incurred inconnection with such contest or dispute.     8.4 Notices. All notices or deliveries authorized or required pursuant to thisAgreement shall be deemed to have been given when in writing and when (i) deposited in the U.S.mail, certified, return receipt requested, postage prepaid, or (ii) otherwise delivered by hand orby overnight delivery, against written receipt, by a common carrier or commercial courier ordelivery service addressed to the parties at the following addresses or to such other addresses aseither may designate in writing to the other party:   To the Employer: Local.com CorporationAttn: Bruce Crair, COOOne Technology Drive, Building GIrvine, CA 92618 to the Executive: Brenda AgiusOne Technology Drive, Building GIrvine, CA 92618     8.5 Entire Agreement. This Agreement, together with the Option Agreement described inSection 3.3, contains the entire agreement between the parties with respect to the subject matterhereof and supersedes all prior agreements, written or oral, with respect thereto.     8.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled,renewed or extended, and the terms hereof may be waived, only by a written instrument signed by theparties or, in the case of a waiver, by the party waiving compliance. No delay on the part of anyparty in exercising any right, power or privilege hereunder shall operate as a waiver thereof, norshall any waiver on the part of any party of any such right, power or
15

 
privilege nor any single orpartial exercise of any such right, power or privilege, preclude any other or further exercisethereof or the exercise of any other such right, power or privilege.     8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.     8.8 Assignment. This Agreement, and the Executive’s rights and obligations hereunder,may not be assigned by the Executive; any purported assignment by the Executive in violation hereofshall be null and void. In the event of any sale, transfer or other disposition of all orsubstantially all of the Employer’s assets or business, whether by merger, consolidation orotherwise, the Employer may assign this Agreement and its rights hereunder, subject at all times toExecutive’s rights with respect to a Change of Control as set forth elsewhere herein; provided thatsuch assignment shall not limit the Employer’s liability under this Agreement to the Executive.     8.9 Withholding. The Employer shall be entitled to withhold from any payments ordeemed payments any amount of tax withholding required by law.     8.10 Binding Effect. This Agreement shall be binding upon and inure to the benefit ofthe parties and their respective successors, permitted assigns, heirs, executors and legalrepresentatives.     8.11 Counterparts. This Agreement may be executed by the parties hereto in separatecounterparts, each of which when so executed and delivered shall be an original but all suchcounterparts together shall constitute one and the same instrument. Each counterpart may consistof two copies hereof each signed by one of the parties hereto.     8.12 Survival. Anything contained in this Agreement to the contrary notwithstanding,the provisions of Sections 4 through 9, and the other provisions of this Agreement to the extentnecessary to effectuate the survival of Sections 4 through 9, shall survive termination of thisAgreement and any termination of the Executive’s employment hereunder.     8.13 Headings. The headings in this Agreement are for reference only and shall notaffect the interpretation of this Agreement.     8.14 Indemnification; Directors and Officers Insurance. To the fullest extentpermitted by law, the Employer shall indemnify, defend and hold harmless the Executive from andagainstall actual or threatened actions, suits or proceedings, whether civil or criminal,administrative or investigative, together with all attorneys’ fees and costs, fines, judgments orsettlements imposed upon or incurred by the Executive in connection therewith, that arise from theExecutive’s employment by, or serving as an officer of, the Employer, so long as the Executiveacted or refrained from acting legally and in good faith or reasonably believed that her actions orrefraining from acting were legal and performed or omitted in good faith. Employer currently hasdirectors and officers liability insurance and will use all reasonable efforts to maintain suchinsurance coverage during the term of this Agreement, but if it is unable to do so, it willimmediately notify Executive of this fact. All agreements and obligations of the Company
16

 
containedherein shall continue during the period Executive is a director, officer, employee or agent of theCompany (or is or was serving at the request of the Company as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or other enterprise) and shallcontinue 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, byreason of the fact that Executive was an officer or director of the Company or serving in any othercapacity referred to herein.
17

 
     IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year firstabove written to this Executive Agreement.      EMPLOYER