X0206 3 2012-10-31 0 0001297336 ReachLocal Inc RLOC 0001543545 Barton Kristopher 21700 OXNARD STREET SUITE 1600 WOODLAND HILLS, CA 91367 1 Chief Product Officer Common Stock 10000 D Stock Option (Right to Buy) 9.42 2019-05-02 Common Stock 80000 D Shares are restricted shares whose restrictions will lapse according to the following schedule: 25% of the total number of shares will become unrestricted on the first anniversary of the May 3, 2012 vesting start date (the "Vesting Start Date") and pro-rata quarterly thereafter. All restrictions will have lapsed on the fourth anniversary of the Vesting Start Date. The shares subject to this option will vest according to the following schedule: 25% of the total number of shares vest on the first anniversary of the Vesting Start Date and pro-rata monthly thereafter. This Stock Option will be completely vested on the fourth anniversary of the Vesting Start Date. Attached as Exhibit 24 is a Power of Attorney for Kristopher Barton. /s/ Adam F. Wergeles, by power of attorney for Kristopher Barton 2012-11-02