- The term of the Employment Agreement is three years from the December 31, 2012 effective date.

- Mr. Ruckelshaus's base salary is set at $450,000, with a target bonus of 100% of his base salary, measured against criteria and targets set by the Blucora Board of Directors.

- The Amended and Restated Employment Agreement revises the severance payments that Mr. Ruckelshaus would receive upon termination without Cause or in the case of Constructive Termination, as defined in the Employment Agreement. As revised, such payments would include a lump sum severance payment of an amount equal to his annual salary, an amount equal to his target bonus, and an amount sufficient for 12 months of medical insurance coverage.

- The Amended and Restated Employment Agreement also revises Mr. Ruckelshaus's severance payments and benefits upon a Change of Control or a Significant Corporate Transaction, as defined in the Employment Agreement. The revised terms include a double-trigger severance payments and benefits if he is terminated without cause or leaves for good reason either two months before or within one year after such a transaction. Such payments and benefits would consist of a lump sum severance payment of an amount equal to 150% of the sum of his annual salary and his target annual bonus, an amount sufficient for 18 months of medical insurance coverage, acceleration of 100% of his unvested equity, and a 24-month extension of post-termination option exercise rights.