BLUCORA, INC. (NASDAQ:BCOR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

On January23, 2017, Blucora, Inc., (the Company) announced that
Robert D. (Bob) Oros has been appointed Chief Executive Officer
of H.D. Vest, Inc. (HD Vest) effective February28, 2017. Mr.Oros
succeeds Roger Ochs, who will be stepping down as HD Vest Chief
Executive Officer, effective February28, 2017. Mr.Oros will
report directly to the Companys President and Chief Executive
Officer, John Clendening.

Prior to joining the Company, Mr.Oros, age 51, most recently
served as Executive Vice President and Head of the Registered
Investment Advisorssegment at Fidelity Clearing Custody
Solutions, a unit of Fidelity Investments, from 2012 to 2017. He
served as a National Sales Manager at Trust Company of America
from 2010 to 2012, Executive Vice President and Head of Custom
Clearing Services at LPL Financial from 2009 to 2010, and Senior
Divisional Manager of Schwab Advisor Services at Charles Schwab
from 2002 to 2007. Mr.Oros serves on the Board of Directors of
the Invest in Others Charitable Foundation and the Board of
Directors of the Foundation for Financial Planning. He has a
Bachelor of Science in Finance and Economics from Central
Michigan University.

In connection with Mr.Oros appointment as Chief Executive Officer
of HD Vest, the Company and HD Vest entered into an employment
agreement with him dated January22, 2017 (the Employment
Agreement). Under the Employment Agreement, Mr.Oros is entitled
to, among other things: (i)an initial annual base salary of
$375,000; (ii)a target bonus of 50% of base salary; (iii)equity
awards with a value of $450,000 in the form of restricted stock
units (RSUs) and $1,050,000 in the form of a nonqualified stock
option (NSO) to purchase shares of the Companys common stock,
each to vest 33.33% on the one year anniversary of the date of
grant and the remainder to vest 16.67% at the end of each six
month period thereafter, such that the RSUs and NSO will each be
fully vested on February28, 2020, subject to continued
employment; (iv)reimbursement for relocation, commuting and other
related expenses up to a maximum of $525,000, subject to clawback
in certain instances; (v)reimbursement of expenses up to $10,000
incurred for legal advice in connection with Mr.Oros employment
with the Company; and (vi)an amount not to exceed $250,000 to
reimburse Mr.Oros for certain unpaid bonus and other compensation
forfeited when he left his former employer. In addition, although
Mr.Oros will be employed on an at-will basis, (a)if his
employment is terminated without cause or for good reason not in
connection with a change of control of the Company, he will be
entitled to a lump sum payment equal to one times his
then-current base salary and 12 months of COBRA premiums, subject
to his signing a release and (b)if his employment is terminated
without cause or for good reason within 12 months following a
change of control of the Company or within a two month period
prior to such transaction, he will be entitled to (1)a lump sum
payment equal to one times his then-current base salary and
target bonus and 12 months of COBRA premiums and (2)full
acceleration of all unvested equity awards and a one year
post-termination exercise period for his stock options, subject
to his signing a release.

In connection with his separation of employment from HD Vest,
Mr.Ochs has entered into a transition and separation agreement
with HD Vest and Project Baseball Sub, Inc., a subsidiary of the
Company, dated January22, 2017 (the Transition Agreement). Under
the Transition Agreement, Mr.Ochs will continue to serve as Chief
Executive Officer of HD Vest from January22, 2017 through
February28, 2017 under the terms set forth in his Second Amended
and Restated Employment Agreement dated August9, 2016 (the Ochs
Employment Agreement) and will serve as transition adviser to HD
Vests new Chief Executive Officer (i.e., Mr.Oros) from
February28, 2017 through March31, 2017 (collectively, the
Transition Period). He has agreed to provide transition support
during the Transaction Period as specified in the Transition
Agreement. Mr.Ochs will receive his normal salary and other
benefits during the Transition Period and his 2016 bonus will be
calculated in accordance with the Ochs Employment Agreement. If
Mr.Ochs remains employed with HD Vest through the last day of the
Transition Period, he will receive the termination pay and
benefits set forth in Subsection 5.2 of the Ochs Employment
Agreement, subject to his signing a release.

The above descriptions are only a summary of the material terms
of the Employment Agreement and the Transition Agreement, do not
purport to be a complete description of the Employment Agreement
and the Transition Agreement, and are qualified in their entirety
by reference to the Employment Agreement, a copy of which is
filed as Exhibit 10.1, and the Transition Agreement, a copy of
which is filed as Exhibit 10.2, and each of which is incorporated
herein by reference. A copy of the press release announcing the
appointment of Mr.Oros is attached as Exhibit 99.1 and
incorporated herein by reference. The Ochs Employment Agreement
is filed as Exhibit 10.3 and incorporated herein by reference.

About BLUCORA, INC. (NASDAQ:BCOR)

Blucora, Inc. is a provider of technology-enabled financial solutions to consumers, small business owners and tax professionals. The Company operates through two segments: the Wealth Management, which consists of the HD Vest, Inc. (HD Vest) business, and the Tax Preparation, which consists of the TaxAct, Inc. (TaxAct) business. Its Wealth Management segment distributes products and services through financial advisors. HD Vest provides financial advisors with an integrated platform of brokerage, investment advisory and insurance services to assist in making each financial advisor a financial service center for his/her clients. Its Tax Preparation segment provides digital do-it-yourself tax preparation solutions for consumers, small business owners and tax professionals. TaxAct provides digital tax preparation solutions. It also offers a range of tax preparation solutions and online lead generation capabilities to enable the filing of over 60 million federal consumer tax returns.

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