Attached files

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EX-31.02 - SECTION 302 CERTIFICATION OF CFO - ReachLocal Incex31-02.htm
EX-10.08 - CONSULTING AGREEMENT - ReachLocal Incex10-08.htm
EX-32.01 - SECTION 906 CERTIFICATION OF CEO - ReachLocal Incex32-01.htm
EX-10.07 - CONSULTING AGREEMENT - ReachLocal Incex10-07.htm
EX-21.01 - LIST OF SUBSIDIARIES - ReachLocal Incex21-01.htm
EX-10.33 - ADDENDUM TO GOOGLE AGREEMENT - ReachLocal Incex10-33.htm
EX-31.01 - SECTION 302 CERTIFICATION OF CEO - ReachLocal Incex31-01.htm
EX-23.01 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ReachLocal Incex23-01.htm
EXCEL - IDEA: XBRL DOCUMENT - ReachLocal IncFinancial_Report.xls
10-K - FORM 10-K - ReachLocal Incrloc20141231_10k.htm
EX-32.02 - SECTION 906 CERTIFICATION OF CFO - ReachLocal Incex32-02.htm

Exhibit 10.12

 

 

REACHLOCAL, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

 

Effective as of December 12, 2014

 

Cash Compensation

 

Board Service

       

Annual Retainer:

  $ 35,000  
         

Committee Service, Non-Executive Chairman

       

Audit Committee:

       

Chair Annual Retainer:

  $ 15,000  

Committee Member Annual Retainer:

  $ 10,000  

Compensation Committee:

       

Chair Annual Retainer:

  $ 10,000  

Committee Member Annual Retainer:

  $ 5,000  

Nominating and Corporate Governance Committee:

       

Chair Annual Retainer:

  $ 7,500  

Committee Member Annual Retainer:

  $ 2,500  

Non-Executive Chairman:

  $ 100,000  

 

 

Directors may elect to receive shares of Common Stock or deferred shares of Common Stock in lieu of annual cash compensation, which, in the case of deferred shares, shall be in accordance with Internal Revenue Code Section 409A. Cash retainers that are not timely elected to be received as shares of Common Stock or deferred shares of Common Stock will be paid quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than thirty (30) days after the end of such quarter.

 

Equity Compensation

 

Non-Employee Directors:

Initial Stock Option Grant:

A stock option to purchase 30,000 shares of Common Stock (the “Initial Option”). Ten-year term.

   

Each Initial Option will be automatically granted to newly appointed non-employee directors on the date of their initial appointment to the Board. Initial Options shall vest as to 1/3rd of the shares on the first, second and third anniversaries of the grant date, subject to continued service through the applicable vesting date.

 

Annual Stock Option Grant:

Annual stock option with a value of $150,000 (the “Annual Option”). Ten-year term. 

   

Each Annual Option will be automatically granted to newly elected or continuing non-employee directors on the date of each annual meeting of stockholders and shall vest in full on the earlier of (i) the one-year anniversary of the grant date and (ii) the next annual shareholder meeting, subject to continued service through the applicable vesting date.

 

This program may be amended, modified or terminated at any time and for any reason by the Board in its sole and absolute discretion.