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



Executive Change of Control Severance Plan
On January 17, 2021 (the "Effective Date"), the Compensation Committee of the
Board of Directors (the "Committee") of Blucora, Inc. (the "Company") adopted
the Blucora, Inc. Executive Change of Control Severance Plan (the "Plan") in
order to bring the Company's change of control practices in line with market
practices for the Company's executives (other than its Chief Executive Officer,
who is not a Participant in the Plan). On January 17, 2021, Marc Mehlman, the
Company's Chief Financial Officer, Curtis Campbell, the Company's President of
Software, Todd Mackay, the Company's President, Wealth Management, and Ann
Bruder, the Company's Chief Legal, Corporate Development and Administrative
Officer, were each designated as Participants under the Plan, subject to their
execution of a "Participation Agreement" (as defined in the Plan and which
contains, as a condition of participation, an extension of the duration of
certain restrictive covenants the employee is subject to from 12 to 24 months
following a "Qualifying Termination").
The Plan provides severance benefits to executive-level employees of the Company
who are selected by the Plan Administrator (as defined in the Plan) and have
entered into a Participation Agreement (each, a "Participant"), and whose
employment is terminated in a "Qualifying Termination," meaning a termination
without "Cause" (as defined in the Plan) or resignation with "Good Reason" (as
defined in the Plan), in each case, within 24 months following a "Change of
Control" (as defined in the Plan) or within two months prior to, and in
connection with, a Change of Control that is ultimately consummated. Severance
benefits payable under the Plan will replace (and be paid in lieu of) any cash
or non-cash change-of-control severance benefits that a Participant otherwise is
eligible to receive under any other agreements entered into between the Company
and Participant, and no Participant shall be entitled to change-in-control
severance benefits under both the Plan and any other severance arrangement
maintained by the Company.
If a Participant's employment terminates in a Qualifying Termination, he or she
will receive the following severance benefits (in each case, in a lump sum
within 10 days following the date on which a release of claims by such
Participant in favor of the Company becomes irrevocable):
(i)an amount equal to two times the sum of (A) the Participant's annual base
salary (as in effect on the date of the Qualifying Termination (or prior to any
reduction for purposes of Good Reason)) and (B) the Participant's target annual
bonus for the calendar year in which the Qualifying Termination occurs;
(ii)any accrued, but unpaid as of the date of the Qualifying Termination, annual
cash bonus for any completed fiscal year preceding a Qualifying Termination;
(iii)an amount equal to the Participant's target annual cash bonus of the
calendar year in which the Qualifying Termination occurs prorated based on the
number of days Participant remained an employee; and
(iv)an amount equal to the monthly premium for continuation healthcare coverage
for the Participant under the Company's group health plan then in effect,
including for coverage of any spouse or dependent child of the Participant,
multiplied by 24.
In addition, upon a Qualifying Termination (or if later, the Change of Control),
a Participant's outstanding equity awards will fully vest, all performance
conditions (if any) will be deemed satisfied at the target performance level,
all restrictions on any such outstanding equity awards will lapse and any
outstanding stock options will remain exercisable until the later of the first
anniversary of the Qualifying Termination and the original expiration date
applicable to such options. The payments and benefits described in this
paragraph and the foregoing clauses (i)-(iv) are referred to as "Severance
Benefits."
If any payments and benefits to be paid or provided to a participant, whether
pursuant to the terms of the Plan or otherwise, would be subject to excise taxes
under the "golden parachute" provisions of the Internal Revenue Code, such
payments and benefits will be reduced to the extent necessary to avoid such
excise taxes, but only if such reduction would result in a greater after-tax
benefit to the participant.
Any payments under the Plan are expressly conditioned on the execution of a
general release and waiver substantially in a form prescribed by the Company. In
addition, the Plan Administrator may, in the event of a Participant's material
breach of a material obligation of Participant to the Company pursuant to any
award or agreement between Participant and the Company, including a material
breach of any agreement containing restrictive covenants (e.g., confidentiality
and non-competition provisions) or a determination that an event constituting
Cause has occurred, terminate the right of such Participant to receive any
Severance Benefits and seek the recoupment of any Severance Benefits paid to
such Participant.
The Plan may be terminated or amended by the Committee, provided that (i) any
termination or amendment of the Plan may not materially impair the rights of a
Participant whose Qualifying Termination occurs prior to such termination or
amendment and (ii) no termination or amendment of the Plan that adversely
affects a Participant, without such adversely impacted Participant's consent,
may occur (x) during any period in which the Company takes steps or continues to
take steps

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that would reasonably be expected to lead to a Change of Control or during the
six month period after such steps cease to be taken or (y) within 24 months
after a Change in Control.
The foregoing summary is qualified in its entirety by reference to the Plan, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits
   Exhibit No          Description

    10    .1           Blucora, Inc. Executive Change of Control Severance Plan, including the form
                       of Participation Agreement as Appendix A thereto.
     104.1             Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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