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

On October 15, 2009, Stacey Giamalis, former General Counsel and Senior Vice President, and LookSmart, Ltd. (the "Company") entered into a Severance Agreement and General Release (the "Release Agreement"). The Release Agreement sets forth the terms and provisions of Ms. Giamalis's separation from the Company on September 15, 2009 as well as certain severance payments by the Company to Ms. Giamalis following such separation. Pursuant to the Release Agreement among other terms and conditions, Ms. Giamalis executed a release with respect to any claims or causes of action relating to Ms. Giamalis's employment by the Company or her separation from the Company. Further, Ms. Giamalis and the Company agreed that the Company would make a severance payment to Ms. Giamalis in the amount of $235,872 (less required withholdings and authorized deductions) representing nine months of Ms. Giamalis's base salary plus 75% of Ms. Giamalis's annual target bonus. In addition, the Company agreed to pay Ms. Giamalis's monthly health insurance premiums for her COBRA coverage as they become due covering the period from October 1, 2009 until the earlier of the date Ms. Giamalis accepts other employment or June 30, 2010. The Release Agreement also contains other terms and provisions that are customary in agreements of similar nature.