Attached files
file | filename |
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8-K - FORM 8-K - LOCAL Corp | d472117d8k.htm |
EX-99.1 - PRESS RELEASE - LOCAL Corp | d472117dex991.htm |
EX-10.2 - DESCRIPTION OF THE MATERIAL TERMS OF THE REGISTRANT'S RETENTION PROGRAM - LOCAL Corp | d472117dex102.htm |
Exhibit 10.1
DESCRIPTION OF THE MATERIAL TERMS OF
LOCAL CORPORATION BONUS PROGRAM
AS OF JANUARY 16, 2013
The Local Corporation Bonus Program (the Bonus Program) provides for the payment of bonuses, in cash and stock, to employees of Local Corporation (the Company) and its subsidiaries, including the Companys currently employed named executive officers (the NEOs, as named in the Companys most recently filed Form 10-K). On January 16, 2013, the Compensation Committee of the Companys 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 NCCG Committee:
FPG Achievement Percentage |
% of Bonus Payable with Respect to Such FPG | |
Under 92.5% |
0% | |
92.5% to 100% |
100% less 1 percentage point 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 Net Income targets, as set by the NCCG 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 Net Income (loss) targets for the Company as a whole as set by the Board in its approved budget for the applicable period.
The foregoing percentage allocations are subject to change in the Committees discretion, prior to the commencement of the bonus period for which such change would be applicable.
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 Net Income (loss) targets for the Company as a whole as set by the Board in its approved budget for the applicable period; and
The foregoing percentage allocations are subject to change in the Committees discretion, prior to the commencement of the bonus period for which such change would be applicable. For the first half of 2013, the percentage allocations set forth above are accurate and complete.
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 Companys 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. 1H 2013 Bonus pool shall be capped at 45% of the total of (i) Adjusted Net Income earned by the Company, subject to certain exceptions, plus (ii) the 1H 2013 Bonus as if such Bonus were paid all in cash, irrespective of how the bonus is paid (the ANI 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 ANI Cap.
Definitions:
Revenue means the GAAP Gross Revenue of the Company less Traffic Acquisition Costs allocable to the Companys Network Business Unit.
Adjusted Net Income (Loss) is defined by the Company as net income (loss) excluding: provision for income taxes; interest and other income (expense), net; depreciation; amortization; stock based compensation charges and non-recurring items.