EX-10.1



 Exhibit 10.1 
 DESCRIPTION OF THE MATERIAL TERMS OF 
 LOCAL CORPORATION BONUS PROGRAM

 AS OF JULY 2, 2013 
 The Local Corporation Bonus Program (the “Bonus Program”) provides for the payment of bonuses, in cash, to employees of Local 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 July 2, 2013, the Compensation Committee of the Company’s Board of Directors
(the “Board”) amended the Bonus Program, including with respect to 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 Compensation Committee: 

 

					
	FPG Achievement Percentage	 		  	% of Bonus Payable with Respect to Such FPG
			
	Under 85%	 		  	0%
			
	85% to 100%	 		  	100% less 1.667 percentage points for each percentage point under 100% of the FPG Target
			
	Over 100% to 110%	 		  	100% plus 1 percentage point for each percentage point above 100% of the FPG Target.
			
	Over 110% to 125%	 		  	100% plus 2 percentage points for each percentage point above 100% of the FPG Target.
			
	Over 125%	 		  	150%

 For the FPG related to achievement of certain Adjusted EBITDA targets, as set by the Compensation Committee: 

 

					
	FPG Achievement Percentage	 		  	% of Bonus Payable with Respect to Such FPG
			
	Under 70%	 		  	0%
			
	70% to 100%	 		  	100% less 1.667 percentage points for each percentage point under 100% of the FPG Target
			
	Over 100% to 110%	 		  	100% plus 1 percentage point for each percentage point above 100% of the FPG Target.
			
	Over 110% to 125%	 		  	 100% plus 2 percentage points for each percentage










					
			
		 		  	 point above 100% of the FPG Target.

			
	Over 125%	 		  	150%

 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 
 40% 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; 
 60% of the Threshold Target Bonus is based upon achieving the Adjusted EBITDA targets for the Company as a whole as set by the Board in its approved budget for the applicable period. 

PPGs 
 The CEO has no PPGs.

 For all other NEOs, the Bonus is measured based upon achievement of the following: 
 FPGs 
 30% 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; 
 45% of the Threshold Target Bonus is based
upon achieving the Adjusted EBITDA targets for the Company as a whole as set by the Board in its approved budget for the applicable period; and 

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. 2H 2013 Bonus pool shall be capped at 45% of the total of Adjusted EBITDA earned by the Company, excluding certain exceptions, including bonus
expense, any reserve adjustments, and Board fees/expenses in excess of budget plus one meeting (the “Adjusted EBITDA 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 Adjusted EBITDA Cap. 
 2. 2H 2013 Bonus pool shall be paid in all cash.

 Definitions: 
 Revenue means the
GAAP Gross Revenue of the Company less Traffic Acquisition Costs allocable to the Company’s Network Business Unit. 







 Adjusted EBITDA is defined by the Company as earnings before interest and other income (expense), income
taxes, depreciation and amortization excluding: stock based compensation charges, gain or loss on warrant revaluation and non-recurring items.