EMPLOYMENT AGREEMENT

Exhibit 10.2

EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (the “Agreement” ) dated as of February 23, 2009 (the “Date of this Agreement” ), is made by and between Local.com Corporation, a Delaware corporation (the “Employer” or “Company” ), and Brenda Agius (the “Executive” ).

     WHEREAS, the Employer wishes to employ the Executive on the terms set forth below.

     WHEREAS, Executive wishes to accept such employment.

     Accordingly, the parties hereto agree as follows:

1. Term .

     The Employer hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Date of this Agreement and ending on the first anniversary of such date, unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to continue thereafter for successive one-year periods in accordance with the terms of this Agreement beginning on each anniversary of the Date of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing not less than thirty (30) days before expiration of the initial term and each annual renewal thereof (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term” ) of an intent not to renew this Agreement.

2. Duties .

     During the Term, the Executive shall be employed by the Employer as its Chief Financial Officer, and as such, the Executive shall faithfully perform for the Employer the duties and have the powers customary for such position, including general financial oversight of the Employer’s operations and preservation of the Employer’s assets. During the Term, the Executive shall be required to report to the Chief Executive Officer of the Employer (the “CEO” ). The Executive shall devote substantially all of her business time and effort to the performance of her duties hereunder, and shall work primarily at the Employer’s main business offices. Executive shall not be prohibited from engaging in such personal, charitable, or other nonemployment activities as do not interfere with full time employment hereunder and which do not violate the other provisions of this Agreement.

3. Compensation .

     3.1 Salary . In consideration of the services to be rendered under this Agreement, the Employer shall pay the Executive during the Term a salary at the rate of Two Hundred Sixty Thousand Dollars ($260,000) per annum (the “Annual Salary” ), in accordance with the customary payroll practices of the Employer applicable to senior executives, provided the payments are no less frequent than monthly (or, if there is no such policy, payments shall be semi-monthly). The Annual Salary shall be annually reviewed by the Employer for possible increases. The Annual Salary shall be subject to possible further increase from time to time at the discretion of the CEO, the Board of Directors of the Employee ( “Board” ), or a committee of

the Board designated for such purpose. Any increased Annual Salary shall thereupon be the “Annual Salary” for the purposes hereof. The Executive’s Annual Salary shall not be decreased without her prior written consent at any time during the Term.

     3.2 Incentive Compensation . During the Term, the Executive shall be eligible to receive, in addition to her Annual Salary, an annual bonus (the “Bonus” ) of up to forty percent (40%) of the Annual Salary. Any increase in the bonus target shall thereupon be the “Bonus” for the purposes hereof. The amount of such Bonus and any performance standards or goals required to be attained in order to receive such Bonus shall be mutually agreed upon by Executive and the CEO or such committee of the Board as they shall designate for such purpose from time to time and memorialized in a writing executed by Executive and Employer, as may be amended from time to time by the mutual written agreement of Employer and Executive. The Bonus shall be declared and paid according to the Company’s payroll policies and practices. Any actual Bonus paid shall be determined by achievement of mutually agreed goals and company performance.

     3.3 Stock Options . The Executive shall be granted options to purchase Two Hundred Sixty (260,000) shares of the common stock of the Employer pursuant to the Employer’s Equity Incentive Plans (the “Options” ). At the option of the Executive as of the date of grant, the Options may be intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. The Options shall be granted on the Executive’s first day of employment and shall have an exercise price equal to the closing stock price on such date the Options will be issued as follows:

Grant 1 will vest over a period of 3 years, with one-third (1/3) vesting after twelve months of employment and the remainder on a quarterly basis thereafter, provided that the Executive is employed by the Employer as of each such Option vesting date. Grant 2 will vest over a period of 3 years, with one-third (1/3) vesting after twenty-four months of employment and the remainder on a quarterly basis thereafter, provided that the Executive is employed by the Employer as of each such Option vesting date. Options in Grant 3 will vest over a period of 3 years, with one-third (1/3) vesting after thirty-six months of employment and the remainder on a quarterly basis thereafter, provided that the Executive is employed by the Employer as of each such Option vesting date. Options in Grant 4 will vest over a period of 3 years, with one-third (1/3) vesting after forty-eight months of employment and the remainder on a quarterly basis

thereafter, provided that the Executive is employed by the Employer as of each such Option vesting date. The vesting periods shall be subject to possible acceleration in the discretion of the CEO or such committee of the Board as they shall designate for such purpose from time to time. The Options shall become fully vested immediately and shall remain exercisable during the term of each such option as if the Executive were still employed by Employer upon (i) a Change of Control, defined below, of the Employer, or (ii) a termination of the executive by Employer without Cause (defined in Section 5.1(a) below), or a termination by Executive for Good Reason (defined in Section 5.2(a) below), if such event of termination without cause or for good reason occurs within 120 days prior and/or subsequent to the execution and delivery of an acquisition, merger, consolidation or other agreement which results in a Change of Control. For purposes of this Agreement “Change of Control” shall mean the occurrence of any one of the following events:

          (a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more, excluding in the calculation of Beneficial Ownership securities acquired directly from the Company, of the combined voting power of the Company’s then outstanding voting securities;

          (b) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing over fifty percent (50.00%) or more of the combined voting power of the Company’s then outstanding voting securities;

          (c) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: individuals who, as of February 23, 2009, constitute the Board of Directors of the Company (the “Board” ) and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of the at least two-thirds (2/3) of the directors then still in office who either were directors on February 23, 2009 or whose appointment, election or nomination for election was previously so approved or recommended;

          (d) there is a consummated merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than fifty percent (50.00%) of the combined voting power of the voting securities of the Company or such surviving or parent equity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person, directly or indirectly, acquired twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates); or

          (e) the stock holders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

     The terms of this Section 3.3 shall be included in the applicable stock option agreements between Employer and Executive relating to the issuance of the Options. For purposes of this Section 3.3, the following terms used above shall have the following meanings:

      “Affiliate” shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act” );

      “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act; and

      “Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (3) an underwriter temporarily holding securities pursuant to an offering of such securities or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of Common Stock of the Company.

     3.4 Benefits . Except as otherwise provided herein, the Executive shall be entitled to participate in any group life, medical or disability insurance plans, health programs, retirement plans, fringe benefit programs and similar benefits that may be available to other senior executives of the Employer generally, on the same terms as such other executives, to the extent that the Executive is eligible under the terms of such plans or programs as they may be in effect from time to time. Employer will provide coverage for the Executive under the Employer’s health benefits plan and will pay 100% of the cost of spouse or dependent coverage up to a total of $1,500 per month. Coverage under the health benefits plan will be in effect commencing with the first month following thirty (30) days of Executive’s employment.

     3.5 Expenses . The Employer shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement, provided that (i) such expenditure is of a nature qualifying it as a proper business expense deduction on the Employer’s federal and state income tax returns and (ii) the Executive submits proof of such expenses, with the properly completed forms as prescribed from time to time by the Employer, no later than 30 days after the end of the monthly period in which such expenses have been so incurred. In addition, the Employer will pay the Executive a non-

accountable relocation expense of $75,000, ¹ / 2 which is payable on February 23, 2009 and the remaining ¹ / 2 payable on April 1, 2009. Should Executive’s employment terminate pursuant to Section 5.1 within one year of payment of relocation expense, then Executive will, within 180 days after said Termination, reimburse Employer for 100% of the relocation expense already received from the Employer, less any applicable taxes already paid or due.

     3.6 Compliance with Section 409A of the Internal Revenue Code; Short-Term Deferral Exemption . This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code (the “ Code ”) and, accordingly, any compensation provided pursuant to this Agreement is intended to be paid not later than the later of: (i) the fifteenth day of the third month following Executive’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Employer in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “ Short-Term Deferral Date .” Notwithstanding anything to the contrary herein, in the event that any benefits provided pursuant to this Agreement are not actually or constructively received by the Executive on or before the Short-Term Deferral Date, to the extent such benefit constitutes a deferral of compensation subject to Code Section 409A, then such benefit shall be paid upon the Executive’s separation from service, with respect to the Employer and its affiliates within the meaning of Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contrary, Executive and the Company shall in good faith amend this Agreement to the extent necessary to comply with the requirements under Section 409A of the Code and any regulations or other guidance issued thereunder, in order to ensure that any amounts paid or payable hereunder are not subject to the additional 20% income tax thereunder while maintaining to the maximum extent practicable the original intent of this Agreement.

4. Termination upon Death or Disability .

     If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to her for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period, then the Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive any Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) in the case of termination due to

disability, the Executive shall be entitled to receive her Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of her death, her spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which she received reimbursement for pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and Company shall continue to pay for the foregoing in accordance with Section 3.4 herein as if no such termination had occurred; and (iv) the Executive (or, in the case of her death, her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

5. Certain Terminations of Employment .

     5.1 Termination for Cause; Termination of Employment by the Executive without Good Reason .

          (a) For purposes of this Agreement, “Cause” shall mean the Executive’s:

               (i) conviction of (or pleading nolo contendere to) a felony involving the crime of theft or a related or similar act of unlawful taking, or a felony involving the federal or California securities or pension laws, or any felony, which results in material economic harm to the Employer;

               (ii) engagement in the performance of her duties hereunder or otherwise to the material and demonstrable detriment of the Employer, in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement;

               (iii) After notice from the Board of Directors, and, if requested by Executive, the opportunity to be heard by the Board of Directors, the failure to adhere to the lawful and reasonable directions of the Board that are consistent with the terms of this Agreement (so long as the directive does not give the Executive Good Reason (as defined below) to terminate her employment as described in Section 5.2), or the failure to devote substantially all of the business time and effort to the Employer (except for any activities expressly authorized by the Employer);

               (iv) material breach of any of the provisions of Section 6, other than inadvertent breaches; or

               (v) breach in any material respect of the terms and provisions of this Agreement and failure to cure such breach within thirty (30) days following written notice from the Employer specifying such breach; provided however, if Executive delivers written notice to Employer during the 30 day cure period requesting to be heard at a meeting of the Board, her termination under this Section 5.2(a)(v) shall not be effective until such Board meeting at which Executive had an opportunity to be heard.

provided that Cause shall not exist except on written notice given to the Executive at any time not more than 60 days following the later of either the occurrence of any of the events described above or Employer’s actual knowledge thereof, which events in any case must have occurred after the effective date of this Agreement.

          (b) The Employer may terminate the Executive’s employment hereunder for Cause, and the Executive may terminate her employment for any or no reason on at least 30 days’ and not more than 60 days’ written notice given to the Employer. If the Employer terminates the Executive for Cause, or the Executive terminates her employment and the termination by the Executive is not covered by Section 4 or 5.2, (i) the Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); and (ii) the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

     5.2 Termination by the Employer without Cause; or by the Executive for Good Reason .

          (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to in writing by the Executive;

               (i) a reduction in Annual Salary or in benefits of the Executive, or the failure of the Employer timely to make any Annual Salary payment due to the Executive, provided that such deferral or failure to pay continues unremedied for more than thirty (30) days;

               (ii) any action by the Employer that re