MARCHEX INC : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 25, 2023 (the "Grant Date"), the Compensation Committee of Marchex, Inc., pursuant to its review of equity award incentives for executive officers of the Corporation, approved stock option grants and grants of restricted stock under the Corporation's 2021 Stock Incentive Plan effective on the Grant Date to the executive officers in the below table (subject to continued employment at such time) in the following amounts:

                             Option for       Number of
                             Number of        Restricted
                             Shares of        Shares of
                              Class B          Class B
                               Common           Common
Name of Executive Officer      Stock            Stock
Russell C. Horowitz               51,000           51,000
Ryan Polley                       50,000          140,000
Michael Arends                    59,000           59,000

Each such option shall have an exercise price being the closing price of the Corporation's Class B common stock on the Grant Date, shall be an incentive stock option to the extent permitted by the Code, and otherwise a nonqualified stock option. The restricted stock will be valued based upon the closing price of the Corporation's Class B common stock on the Grant Date. Such options will vest over four years, with 25% of the total option shares vesting on the first anniversary of the Grant Date and the remainder vesting quarterly thereafter over the next three (3) year period in equal increments of 6.25% of the aggregate amount of such shares, and such restricted stock will vest over four years, with 25% of the total shares vesting on the first, second, third and fourth annual anniversaries of the Grant Date, and with accelerated vesting of such options and restricted stock upon certain events applicable to such executive officers.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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