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EX-10.1 - SEPATATION AND GENERAL RELEASE AGREEMENT - LOCAL Corpd278715dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 of 15(d) of the

Securities Exchange Act of 1934

December 31, 2011

Date of Report (Date of earliest event reported)

 

 

LOCAL.COM CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34197   33-0849123

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7555 Irvine Center Drive

Irvine, California 92618

(Address of principal executive offices, zip code)

(949) 784-0800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the issuer under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers.

On December 31, 2011, Local.com Corporation (the “Registrant”) and Michael Plonski agreed to terminate Mr. Plonski’s employment with the Registrant as its chief technology officer without Cause, as defined under Mr. Plonski’s Amended and Restated Employment Agreement dated April 26, 2010. On December 31, 2011, the Registrant entered into a separation and general release agreement (“Separation Agreement”) with Mr. Plonski. Under the terms of the Separation Agreement, the Registrant will pay Mr. Plonski $279,669.60, representing one year’s base salary in equal installments over the following twelve month period. The Registrant will also pay Mr. Plonski $120,193, representing all of the bonus payments received by Mr. Plonski in the four fiscal quarters immediately preceding the date of separation, payable in accordance with the Registrant’s bonus payment structure over the following twelve month period. In addition, the Registrant will pay 100% of Mr. Plonski’s health insurance premiums through December 2012 if Mr. Plonski elects to continue his health care insurance coverage under COBRA. Mr. Plonski has the right to exercise any vested stock options through December 31, 2012.

Mr. Plonski’s separation from the Company is not as a result of any disagreement with the company, its management or its auditors. Mr. Plonski has agreed to certain confidentiality and intellectual property protection provisions in connection with his separation from the Company.

The description of the Separation Agreement herein is limited in its entirety by the terms of the Separation Agreement filed as Exhibit 10.2 and is incorporated herein by reference. On December 15, 2011, the Registrant filed a Form 8-K announcing that Mr. Plonski would no longer serve as the head of its technology effective December 12, 2011.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 10.1#    Separation and General Release Agreement by and between the Registrant and Michael Plonski dated December 31, 2011.

 

# Indicates management contract or compensatory plan.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    LOCAL.COM CORPORATION

Date: January 6, 2012

    By:  

/s/ Kenneth S. Cragun

      Kenneth S. Cragun
      Chief Financial Officer and Secretary


Exhibit Index

 

Exhibit

Number

  

Description

Exhibit 10.1#    Separation and General Release Agreement by and between the Registrant and Michael Plonski dated December 31, 2011.

 

# Indicates management contract or compensatory plan.