Performance Equity Awards.

On December 20, 2012 (the "Grant Date"), the Corporation's Compensation Committee, 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 2003 Amended and Restated Stock Incentive Plan, as amended to date (the "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               59,250           59,250
              Michael Arends                    45,500           45,500
              Ethan Caldwell                    43,000           43,000
              Peter Christothoulou              54,250           54,250

Each such option shall have an exercise price of $4.41 per share, 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 Internal Revenue Code of 1986, as amended (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 and shares of restricted stock have been issued in 3 separate tranches, tranche a, b and c, representing approximately 32%, 33% and 35%, respectively, of such performance equity awards. Such options and restricted stock units shall vest on the later of (a) the 12 (tranche a), 24 (tranche b) or
30 (tranche c) month anniversary of the Grant Date, and (b) the last day of the first 20 consecutive trading day period after the Grant Date during which the average closing price of the Corporation's Class B common stock over such period is equal to or greater than $4.50 (tranche a), $5.25 (tranche b) or $6.00 (tranche c).

Time-based Stock Option and Restricted Stock Awards.

On December 20, 2012, the Corporation's Compensation Committee, 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 Plan
effective on the Grant Date to the executive officers in the below table
(subject to continued employment at such times) 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               58,250           58,250
              Michael Arends                    44,500           44,500
              Ethan Caldwell                    42,000           42,000
              Peter Christothoulou              53,250           53,250

Each such option shall have an exercise price of $4.41 per share, 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

One hundred percent (100%) of all options and restricted stock described above not already vested as of the date thereof, shall become immediately vested upon the occurrence of both (a) a Change of Control (as defined in such award agreements), (b) followed by (i) a termination without cause of the executive officer's employment by the Corporation or any successor thereto, (ii) a Diminution in Duties (as defined in such award agreements) with respect to the executive officer, or (iii) the 12 month anniversary of the occurrence of the Change of Control.

Marchex, Inc. Amended & Restated Annual Incentive Plan.

Pursuant to the Marchex Amended & Restated Annual Incentive Plan (the "Amended & Restated Incentive Plan"), on December 20, 2012 the Compensation Committee determined for the 2013 fiscal period that the aggregate amount of the entire bonus pool is up to $1,616,000, that the participants for the 2013 fiscal period are Russell C. Horowitz, Michael A. Arends, Ethan A. Caldwell and Peter Christothoulou, and that target bonuses shall be 100% of base salary and shall be based on achieving specified revenue and adjusted OIBA targets for the 2013 fiscal period as follows:

                                                   Bonus
                       If Revenue or Adjusted    Payout %
                                OIB                 of
                          Achievement is:       base salary
                               <85 %                0%
                             <85-89.9%              15%
                             90 - 94.9%             35%
                             95 - 99.9%             60%
                            100 - 104.9%           100%
                            105 -109.9%            135%
                               >110%               160%

Bonuses are based on: 1/3 from Revenue target attainment

2/3 from Adjusted OIBA target attainment

The Compensation Committee determined that for the 2013 fiscal period any bonuses paid out under the Amended & Restated Annual Incentive Plan shall be paid within seventy (70) days of the end of each fiscal quarter.

Acceleration of Vest Date of Long-Term Restricted Stock Awards.

The Compensation Committee determined effective on December 20, 2012 to accelerate the vest date of those certain long-term restricted stock awards granted to each of Russell C. Horowitz, Michael Arends, Ethan Caldwell, Peter Christothoulou and John Keister, with an original grant date of January 1, 2007 by one day to December 31, 2012 from January 1, 2013, in light of potential tax law changes for 2013.

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