EX-10.3



 Exhibit 10.3 

FIRST AMENDMENT TO 
 EMPLOYMENT AGREEMENT 
 This First Amendment to Employment Agreement (this
“First Amendment”) is made and entered into as of April 11, 2013, by and among Mike Glover (the “Executive”), Blucora, Inc. (the “Company”), and InfoSpace LLC (formerly
InfoSpace Sales LLC) (“InfoSpace”). 
 RECITALS 

WHEREAS, the Company, InfoSpace and the Executive entered into an Amended and Restated Employment Agreement effective as of
March 15, 2013 (the “Agreement”); 
 WHEREAS, the Company desires to continue to employ the
Executive and to promote him to the role of President of InfoSpace, a wholly owned subsidiary of the Company which operates the InfoSpace search business (the “Operating Unit”); and 

WHEREAS, in connection with such promotion, the parties hereto desire to amend the Agreement, effective as of the date written above;

 NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows: 
  

	1.	Change of Title and Role 


The first sentence of Section 2 of the Agreement is hereby amended and restated in its entirety to read as follows: 

“The Company, either directly or through InfoSpace, shall employ the Executive in the position of President of the Operating
Unit.” 
  

	2.	Base Salary and Target Bonus Adjustments 

 (a) The base salary amount specified in Section 5(a) of the Agreement is hereby amended such that Executive shall be paid a Base Salary at an annual rate of not less than $285,000, which salary
increase shall be retroactive to January 1, 2013. 
 (b) The annual Target Bonus that Executive shall have an opportunity to
earn as contemplated by Section 5(b) of the Agreement is hereby amended to be 60%, which bonus target shall be effective for the entire year ending December 31, 2013. 

 

	3.	Award of Stock Option 


Upon the approval thereof by the Compensation Committee of the Board, in connection with his promotion the Executive shall be granted a
non-qualified stock option (the “Option”) to purchase 15,000 shares of the Company’s common stock at an exercise price per share equal to the closing price of the Company’s common stock as reported on the Nasdaq
Global Select Market on the date of grant (or, if there is no such reported price on the date of such grant, the closing price on the trading day on the Nasdaq Global Select Market immediately first preceding the date of grant). Subject to the
accelerated vesting provisions set forth in the Agreement, the Option shall vest as to one-third of the shares subject thereto on the one-year anniversary of the grant date and shall vest ratably in six-month increments thereafter over the two-year
period commencing on the one-year anniversary of the grant date, subject to 

  
 1 








 
Executive’s continued full-time employment by the Company or its subsidiaries on the relevant vesting dates. The Option shall be subject to the terms and conditions of the 1996 Plan and the
Nonqualified Stock Option Letter Agreement in the form most recently approved by the Compensation Committee for grants to executive officers (the “Stock Option Agreement”); provided, however, that notwithstanding the
foregoing, in the event of a conflict between the terms and conditions of the Stock Option Agreement and the Agreement, the terms and conditions of the Agreement shall prevail. 

 

	4.	Miscellaneous Provisions 


(a) Defined Terms. All capitalized terms used but not defined in this First Amendment shall have the meanings assigned to such
terms in the Agreement. 
 (b) Effect of Amendment. Except as expressly amended hereby, the Agreement shall remain in full
force and effect. 
 (c) Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed
an original, but all of which together will constitute one and the same instrument. 
 IN WITNESS WHEREOF, each of the parties
has executed this First Amendment as of the day and year first above written. 
  

			
	BLUCORA, INC.
		
	By:	 	/s/ William J. Ruckelshaus
	Name:	 	William J. Ruckelshaus
	Title:	 	President and Chief Executive Officer


  

			
	InfoSpace LLC
		
	By:	 	/s/ Eric Emans
	Name:	 	Eric Emans
	Title:	 	Vice President and Treasurer


  

			
	 EXECUTIVE

	
	 /s/ Michael Glover

	 Michael Glover




  
 2