DESCRIPTION OF THE MATERIAL TERMS OF
LOCAL CORPORATION RETENTION PROGRAM
AS OF JANUARY 16, 2013
The Local Corporation Retention Program (the “Retention Program”) provides for the payment of a retention bonus to all employees of Local Corporation (the “Company”) and its subsidiaries as of January 16, 2013, including the Company’s currently employed named executive officers (the “NEOs,” as named in the Company’s most recently filed Form 10-K). On January 16, 2013, the Compensation Committee of the Company’s Board of Directors (the “Board”) established the Retention Program to reward employees who continue in service to the Company through January 2, 2014. The Retention Program provides employees with a bonus equal to their threshold semi-annual bonus target as of January 16, 2013.
The Company’s Named Executive Officers will be eligible to receive a bonus equal to the amounts set forth in the following table:
Name and Title
Retention Bonus Potential
Heath B. Clarke, Chief Executive Officer
Michael A. Sawtell, President and Chief Operating Officer
Kenneth S. Cragun, Chief Financial Officer and Secretary
Erick Herring, Sr. Vice President, Technology
$ 58,427 (1)
Peter S. Hutto, Sr. Vice President Corporate Development
$ 50,000 (1)
(1) Amounts to be paid via an equity grant under the Company’s 2011 Omnibus Incentive Plan, as amended.
claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Bank. Bank may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Bank may from time to time in its discretion make Advances to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the “Operating Account”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any such charges then presented, such Advances to be subject to the terms of this Agreement as though made pursuant to a Loan Advance/Paydown Request Form delivered by Borrower.
(b) Lockbox. Except as otherwise set forth below, Borrower shall at all times cause any funds received by Borrower from any source immediately to be deposited into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Borrower shall direct its customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of April 28, 2013, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Bank to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. Bank shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person
(c) Advances Under Non-Formula Revolving Line. Borrower shall no longer be permitted to request Non-Formula Advances under this Agreement. The aggregate principal amount of Non-Formula Advances outstanding on March 28, 2013 shall be payable in 24 equal monthly installments of principal, plus all accrued interest, beginning on April 28, 2013, and continuing on the same day of each month thereafter through the Non-Formula Revolving Maturity Date, at which time all amounts due in connection with the Non-Formula Revolving Line shall be immediately due and payable. Borrower may prepay any Non-Formula Advances without penalty or premium.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered net losses from operations and had negative cash flow from operations for the year ended December 31, 2012. These factors, among others, raise substantial doubt about its ability to continue as a going concern.
We believe that we will need additional capital to fully implement our business, operating and development plans. However, additional funding from an alternate source or sources may not be available to us on favorable terms, if at all.
The Company has experienced substantial net losses from operations for the years ended December 31, 2012 and 2011, totaling $24.2 million and $14.6 million, respectively. Further, the Company had negative cash flow from operations for the years ended December 31, 2012 and 2011, of $8.9 million and $748,000, respectively.
The Insiders dump this stock like it's poisonous.
After 8 years they still can't make a profit.
Nothing in their business plan is different now.
Why would the stock go up?
Flank is down 100's of thousands of dollars because he's not smart.
How are those facts?
Sentiment: Strong Sell