sole expense and Employee will be responsible for the full COBRA premium for anyremaining months of the COBRA coverage period made available pursuant to applicablelaw;(the “Benefit Continuation”).               c. Employee has the right to exercise any or all vested stock options through February22, 2010. Effective upon the Resignation Date, unvested options held by Employee andlisted in Appendix “A” to this Agreement shall accelerate and become fully vested. (the“Accelerated Vesting”); and               d. The Company will pay to Employee an amount (the “Bonus”) in the total gross sum ofSeventy-Eight Thousand Dollars ($78,000.00), less applicable withholding, which is equal toforty percent (40%) of Employee’s Annual Salary. The Bonus will be payable on a quarterlybasis in accordance with the standard bonus payment practices of the Company over a twelve(12) month period beginning with the next regularly scheduled bonus payment date followingthe Effective Date of this Agreement and continuing until the last payment is made.Employee understands that the Severance Payment, Benefit Continuation, Accelerated Vestingand Bonus represent the Company’s sole financial obligation to Employee under thisAgreement.          3. Cooperation. Employee will make himself available at reasonable times uponreasonable request of the Company to the extent reasonably needed by the Company to completedocumentation or provide information relating to the period during which Employee was employed bythe Company.          4. Release by Employee.               a. General Release. In exchange for the Payment and the other considerationset forth in this Agreement, Employee does hereby release and forever discharge the“Company Releasees” herein, consisting of Employer, its parent, subsidiary and affiliatecorporations, and each of their respective past and present parents, subsidiaries,affiliates, associates, owners, members, stockholders, predecessors, successors, assigns,employees, agents, directors, officers, partners, representatives, lawyers, and all personsacting by, through, under, or in concert with them, or any of them, of and from any and allmanner of claims or causes of action, in law or in equity, of any nature whatsoever, knownor unknown, fixed or contingent (hereinafter called “Claims”), that Employee now has or mayhereafter have against the Company Releasees by reason of any and all acts, omissions,events or facts occurring or existing prior to the Date of this Agreement. The Claimsreleased hereunder include, without limitation, any alleged breach of any express orimplied employment agreement; any alleged torts or other alleged legal restrictionsrelating to the Employee’s employment and the termination thereof; and any allegedviolation of any federal, state or local statute or ordinance including, withoutlimitation, Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000,etseq.; Americans with Disabilities Act, as amended, 42 U.S.C. § 12101etseq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701etseq.; Civil Rights Act of 1866, and Civil Rights Act of 1991; 42 USCSection 1981, et
2

 
seq.; Age Discrimination in Employment Act, as amended, 29 USC Section 621,etseq.; Equal Pay Act, as amended, 29 USC Section 206(d); regulations ofthe Office of Federal Contract Compliance, 41 CFR Section 60, etseq.; TheFamily and Medical Leave Act, as amended, 29 U.S.C. § 2601 etseq.; theFair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 etseq.; theEmployee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 etseq.; and the California Fair Employment and Housing Act, California GovernmentCode Section 12940, etseq. This release shall not apply to the Company’sobligations hereunder, to any vested retirement plan benefits, Employee’s rights underLabor Code Section 2802 with respect to claims asserted against him, or his rights as astockholder of the Company.               b. Unknown Claims.               **Employee acknowledges that Employee is familiar with the provisions of California civil codesection 1542, which provides as follows:****“A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executing therelease, which, if known by him or her must have materially affected his orher settlement with the debtor.”****Employee being aware of said code section, hereby expressly waives any rights Employee may havethereunder, as well as under any other statutes or common law principles of similar effect.**               c. Older Worker’s Benefit Protection Act.          Employee agrees and expressly acknowledges that this Agreement includes a waiver and releaseof all claims which he has or may have under the Age Discrimination in Employment Act of 1967, asamended, 29 U.S.C. § 621, etseq. (“ADEA”). The following terms and conditionsapply to and are part of the waiver and release of the ADEA claims under this Agreement:     (1) This Section, and this Agreement are written in a manner calculated to beunderstood by him.     (2) The waiver and release of claims under the ADEA contained in this Agreement doesnot cover rights or claims that may arise after the Date of this Agreement.     (3) This Agreement provides for consideration in addition to anything of value to whichhe is already entitled.     (4) Employee has been advised to consult an attorney before signing this Agreement.     (5) Employee has been granted twenty-one (21) days after he is presented with thisAgreement to decide whether or not to sign this Agreement. If he executes this
3

 
Agreement prior to the expiration of such period, he does so voluntarily and after havinghad the opportunity to consult with an attorney, and hereby waives the remainder of thetwenty-one (21) day period. Employee agrees that any modifications, material or otherwise,made to this Agreement do not restart or affect in any manner the original twenty-one (21)calendar day consideration period.     (6) Employee has the right to revoke this general release within seven (7) days ofsigning this Agreement. In the event this general release is revoked, this Agreement willbe null and void in its entirety, and he will not receive the Severance Payment, BenefitContinuation, Accelerated Vesting or Bonus. If he wishes to revoke this agreement, Employeeshall deliver written notice stating his intent to revoke this Agreement to Heather Dilley,Vice President, Human Resources at the offices of Employer on or before 5:00 p.m. on theseventh (7th) day after the Date of this Agreement.               d. No Assignment. Employee represents and warrants to the Company Releaseesthat there has been no assignment or other transfer of any interest in any Claim that theEmployee may have against the Company Releasees, or any of them. Employee agrees toindemnify and hold harmless the Company Releasees from any liability, claims, demands,damages, costs, expenses and attorneys’ fees incurred as a result of any person assertingsuch assignment or transfer of any right or claims under any such assignment or transferfrom Employee.               e. No Actions. Employee represents and warrants that he is not presentlyaware of any injury for which he may be eligible for workers’ compensation benefits.Employee covenants and agrees never to commence, aid in any way, prosecute or cause to becommenced or prosecuted any action or other proceeding based upon any claims, demands,causes of action, obligations, damages or liabilities which are the subject the releasecontained in paragraph 4 of this Agreement; provided however, that Employee does notrelinquish any protected rights he may have to file a charge, testify, assist orparticipate in any manner in an investigation, hearing or proceeding conducted by the EqualEmployment Opportunity Commission, the Office of Federal Contract Compliance or any similarstate human rights agency. However, Employee may not recover additional compensation ordamages as a result of such participation.          5. No Admission. The Parties further understand and agree that neither the payment ofmoney nor the execution of this release shall constitute or be construed as an admission of anyliability whatsoever by the Company Releasees.          6. Severability. The provisions of this Agreement are severable, and if any part ofit is found to be unenforceable, the other Sections (or portions thereof) shall remain fully validand enforceable.          7. Confidentiality. The terms of this Agreement are intended to be confidential bythe parties. Employer would not enter into this Agreement but for Employee’s promise to maintainthe confidentiality of the terms of and existence of this Agreement. Employee may not disclose theterms of this Agreement to any person, except that Employee may disclose the terms of thisagreement as may be required by law or to his immediate family,
4

 
attorneys, tax and financial advisors, provided that such individuals agree to be bound by theconfidentiality provisions of this Agreement.          8. Arbitration/Waiver of Jury Trial. The Parties hereby agree to submit any claim ordispute between Employee and the Company or any of the Company Releasees, including any disputearising out of or relating to the terms of this Agreement, Employee’s employment or the terminationthereof to binding arbitration by a single neutral arbitrator experienced in employment law.Subject to the terms of this Section, the arbitration proceedings shall be governed by the rules ofthe Judicial Arbitration and Mediation Services (“JAMS”) applicable to employment disputes as theymay be in effect from time to time, and shall take place in Los Angeles County, California. Thearbitrator shall be appointed by agreement of the Parties hereto or, if no agreement can bereached, by JAMS pursuant to its rules. The decision of the arbitrator shall be rendered inwriting and be final and binding on all Parties to this Agreement, and judgment thereon may beentered in any court having jurisdiction. All fees and costs payable to the Arbitrator or JAMSshall be paid by the Parties in accordance with JAMS rules; provided, however, that Employee shallnot be required to pay any amount to the Arbitrator or JAMS that would be unique to arbitration orexceed the costs Employee would incur in pursuing the same claim(s) and action(s) in a court ofcompetent jurisdiction. Any shortfall shall be paid by the Company. Each party shall bear his,her or its own attorneys’ fees, expert witness fees, witness expenses and other costs; provided,however, that the Arbitrator may award such costs, fees or expenses in accordance with applicablelaw. This arbitration procedure is intended to be the sole and exclusive method of resolving anydispute between Employee, the Company and/or the Company Releasees, including without limitationany claim for breach of this Agreement or otherwise arising out of or relating to this Agreement orEmployee’s employment, and the Parties hereby waive any rights to a jury trial.          9. Withholding. All compensation or benefits payable to Employee pursuant to theterms of this Agreement shall be subject to deduction of all required federal and state withholdingtaxes and any other employment taxes the Company may be required to collect or withhold.          10. Internal Revenue Code Section 409A. Notwithstanding anything in this Agreement tothe contrary, if any amounts or benefits payable under this Agreement on account of Employee’stermination of employment constitute deferred compensation subject to Section 409A of the of theInternal Revenue Code of 1986, as amended (the “Code”) and applicable regulations, no payments orbenefits shall be paid or provided until Employee incurs a separation from service within themeaning of Treasury Regulation § 1.409A-1(h) from the Company and any entity that would beconsidered a single employer with the Company under Code Sections 414(b) or 414(c) (“Separationfrom Service”). If, at the time of Employee’s Separation from Service, Employee is a “specifiedemployee” (within the meaning of Code Section 409A and Treasury Regulation §1.409A-3(i)(2)), theCompany will not pay or provide any “Specified Benefits” (as defined herein) until immediatelyafter the six-month period (the “409A Suspension Period”) beginning immediately after Employee’sSeparation from Service. For purposes of this Agreement, “Specified Benefits” are any amounts orbenefits that would be subject to Code Section 409A penalties if the Company were to pay them,pursuant to this Agreement, on account of Employee’s Separation from Service. This Agreement isintended to
5

 
comply with (or be exempt from) Code Section 409A, and the Company shall have completediscretion to interpret and construe this Agreement and any associated documents in any manner thatestablishes an exemption from (or otherwise conforms them to) the requirements of Code Section409A. The Company reserves the right to unilaterally amend this Agreement without the consent ofEmployee in order to accurately reflect its correct interpretation and operation, as well as tomaintain an exemption from or compliance with Code Section 409A. Nevertheless, and notwithstandingany other provision of this Agreement, neither the Company nor any of its employees, directors, ortheir agents shall have any obligation to mitigate, nor hold Employee harmless from, any or alltaxes (including any imposed under Code Section 409A) arising under this Agreement.          11. Choice of Law and Venue. The Parties acknowledge and agree that this Agreementshall be interpreted in accordance with California law. To the extent any actions arising out ofrelating to this Agreement or Employee’s Employment with Employer must be filed in a court, ratherthan arbitration, such actions shall be filed in either the Superior Court of the State ofCalifornia for the County of Los Angeles, or the Federal District Court for the Central District ofCalifornia.          12. Sole and Entire Agreement, No Oral Modification. This Agreement represents thesole and entire agreement among the Parties and supersedes all prior agreements, negotiations, anddiscussions between the Parties hereto and/or their respective counsel, excluding any agreementsconcerning confidentiality, trade secret information, or assignment of intellectual propertyrights. Any agreement amending or superseding this Agreement must be in writing, signed by dulyauthorized representatives of the Parties, specifically references this Agreement; and state theintent of the Parties to amend or supersede this Agreement. Except as expressly modified by theterms of this Agreement, any and all outstanding stock options granted to Employee by the Companyshall remain subject to the terms and conditions of the relevant stock option agreements evidencingsuch options and the relevant plan under which such options were granted (in each case, either theCompany’s 1999 Equity Incentive Plan, 2000 Equity Incentive Plan, 2004 Equity Incentive Plan, 2005Equity Incentive Plan, or 2007 Equity Incentive Plan).          12. Non-Disparagement/Litigation Assistance. Employee agrees to refrain fromany disparagement, defamation, or slander of Local.com, its subsidiaries, employees,investors, officers, directors, shareholders, agents, or partners, and Employee agrees torefrain from any tortious or wrongful interference with Local.com’s contracts andrelationships. Employer agrees to refrain from any disparagement, defamation, or slanderof Employee. Employee agrees not to assist in the prosecution of litigation againstLocal.com, its officers, directors, or employees, except as compelled by legal process, andEmployee further agrees not to commence, maintain, prosecute or participate in (except asmay be required by law, pursuant to court order, or in response to a valid subpoena) anyaction, charge, complaint, or proceeding of any kind (on his own behalf and/or on behalf ofany other person or entity and/or on behalf of or as a member of any alleged class ofpersons) in any court, or before any administrative or investigative body or agency(whether public, quasi-public or private) against Local.com, its officers, directors, oremployees, with respect to any act, omission, transaction or occurrence
6

 
arising out of employment or this Agreement. This provision will not apply to conductas to which this provision would be unlawful.      Local.com Corporation