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LOCAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
First Half 2013 Bonus Program
On January 16, 2013, the Compensation Committee of the Board of Directors of
Local Corporation (the "Registrant") adopted certain changes to the Registrant's
bonus program (the "Bonus Program") for the First Half 2013 Bonus Period. The
material terms of the Bonus Program, as changed, are attached as Exhibit 10.1 to
this Current Report on Form 8-K and are incorporated herein by reference.
Retention Bonus Program
On January 16, 2013, the Compensation Committee of the Board of Directors of the
Registrant adopted a corporate retention bonus program (the "Retention
Program"). The material terms of the Retention Program are attached as Exhibit
10.2 to this Current Report on Form 8-K and are incorporated herein by
reference.
Election of Fred Thiel to Board of Directors
On January 21, 2013, the Registrant issued a press release announcing that
Frederick G. Thiel was appointed to the Board of Directors of the Registrant on
January 16, 2013.
Mr. Thiel, age 52, served as the Managing Partner of the Software IT Group at
Triton Pacific Capital Partners, a private equity firm making equity investments
on behalf of itself and its investors in lower middle market companies, from
January 2007 until the end of 2012. As part of his role at Triton Pacific
Capital Partners, Mr. Thiel served on the boards of four of its portfolio
companies: Custom Credit Systems, LP, an enterprise software company providing
commercial lending automation solutions to major banks; DB Technology, LLC, an
enterprise content management software company providing solutions to healthcare
providers; Assetpoint, LLC, an enterprise software company providing enterprise
asset management solutions to major corporations; and Vayan Marketing Group,
LLC, an internet media marketing company providing customer acquisition services
to major consumer brands. Mr. Thiel has been an Operating Partner with Graham
Partners, a mid-market private equity firm since 2008. From January 2004 to
December 2006, Mr. Thiel was founder and managing partner of TechStarter
Ventures, a venture capital and technology incubator focused on developing Web
2.0 technologies and social media, human resources and project management
related web properties. Prior to TechStarter, Mr. Thiel was CEO of GameSpy
Industries from January 2002 through January 2003. Mr. Thiel is presently a
director of three private companies, including Predixion Software, Inc., B&B
Electronics, Inc., and OCTANe LLC. Mr. Thiel attended classes at the Stockholm
School of Economics in Europe.
Mr. Thiel will serve as a Class II Director, to serve until the Registrant's
Annual Meeting of Stockholders to be held in 2015. Mr. Thiel will serve on the
Registrant's Audit Committee, Nominating and Corporate Governance Committee and
the Compensation Committee.
Committee Composition
As of January 16, 2013, the membership of all of the Board committees was set as
follows:
Audit Committee:
John E. Rehfeld (Chairman)
Philip K. Fricke
Frederick G. Thiel
Compensation Committee:
John E. Rehfeld (Chairman)
Philip K. Fricke
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Frederick G. Thiel
Nominating and Corporate Governance Committee:
Philip K. Fricke (Chairman)
John E. Rehfeld
Frederick G. Thiel
All of the above committees are comprised solely of independent directors.
Mr. Norman K. Farra Jr. resigned his positions on all the foregoing committees
on January 16, 2013, but remains as the Registrant's lead director.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1# Description of the Material Terms of the Registrant's Bonus
Program as of January 16, 2013.
Exhibit 10.2# Description of the Material Terms of the Registrant's Retention
Program as of January 16, 2013.
Exhibit 99.1 Press Release of Local Corporation dated January 21, 2013.
# Management Contract
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