**Exhibit 10.30**

**EMPLOYMENT AGREEMENT**

This Employment Agreement (the “Agreement”) is enteredinto as of August 1, 2008 (the “Effective Date”), by and between Daniel J. Graham (the “Executive”) and Local Insight Media Holdings, Inc. (the “Company,” which term includes any subsidiary,affiliate or successor of Local Insight Media Holdings, Inc. that may employ Executive from time to time). 

**RECITALS**

WHEREAS, the Company desires to assure itself of the services of the Executive by engaging the Executive to perform services on the terms and subject tothe conditions set out in this Agreement; and 

WHEREAS, the Executive desires to provide services to the Company on the terms and subjectto the conditions set out in this Agreement; 

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants andagreements set forth below, the parties hereto agree as follows: 

**ARTICLE I.**

**DEFINED TERMS**

1.1 Previously Defined Terms. As used herein, each termdefined in the first paragraph or Recitals of this Agreement shall have the meaning set forth above. 

1.2 Definitions. As usedherein, the following terms shall have the following respective meanings: 

(a) “Affiliate” means, withrespect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person. As used in the preceding sentence, “control” has the meaning given such term under Rule 405 of theSecurities Act of 1933, as amended. 

(b) “Annual Base Salary” has the meaning set forth inSection 3.1. 

(c) “Annual Bonus” has the meaning set forth in Section 3.2.

(d) “Board” means the Board of Directors of the Company. 

(e) The Company shall have “Cause” to terminate the Executive’s employment hereunder upon: 

(i) The Executive’s willful failure to substantially perform the duties set forth in this Agreement (other than any such failureresulting from the Executive’s Disability) which is not remedied within thirty (30) days after receipt of written notice from the Company specifying such failure; 

(ii) The Executive’s willful failure to carry out, or comply with, in any materialrespect any lawful and reasonable directive of the Board not inconsistent with the terms of this Agreement, which is not remedied within thirty (30) days after receipt of written notice from the Company specifying such failure; 

(iii) The Executive’s commission at any time of any act or omission that results in, or that may reasonably be expected to result in,a conviction, plea of no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; 

(iv) The Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities under this Agreement; or

(v) The Executive’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct orbreach of fiduciary duty against the Company (or any predecessor thereto or successor thereof). 

(f) “Change inControl” means a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of equity securities of the Company to the general public through a registration statement filedwith the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) (other thanthe Company, any of its subsidiaries, any employee benefit plan maintained by the Company or any of its subsidiaries, any Principal Member or any “person” that, prior to such transaction, directly or indirectly controls, is controlled by,or is under common control with, the Company or a Principal Member) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company possessingmore than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition. 

(g) “Compensation Committee” means the Compensation Committee of the Board. 

(h) “Competitive Entity” means any Person or Affiliate thereof engaged in any of the following activities: (i) publishing, distributing and/or selling advertisements in directory products or services in any medium,whether in tangible media (e.g., paper directories or CD-ROM), electronic media (e.g., Internet) or digital media (e.g., PDA download); (ii) publishing, marketing, distributing and/or selling advertising in any ancillary directories, touristguides, business-to-business directories, community directories or other products published by the Company or any of its subsidiaries or Affiliates; or (iii) any other line of business in which the Company or any of its subsidiaries orAffiliates becomes engaged at any time during the Term. 

 

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(i) “Date of Termination” means: (i) if the Executive’semployment is terminated by his death, the date of his death; (ii) if the Executive’s employment is terminated pursuant to Sections 4.1(b)-(f), either the date indicated in the Notice of Termination or the date specified by theCompany pursuant to Section 4.2, whichever is earlier; or (iii) if the Executive’s employment is terminated pursuant to Sections 4.1(g) or Section 4.1(h), the expiration of the then-current Term. 

(j) “Disability” means the absence of the Executive from the Executive’s duties with the Company on a full-timebasis for a total of three (3) months during any six (6)-month period as a result of incapacity due to physical or mental illness. 

(k) “Equity Plan” has the meaning set forth in Section 3.6. 

(l) “Executive Bonus Plan” means the Company’s bonus plan, as the same may be amended from time to time. 

(m) The Executive shall have “Good Reason” to resign hisemployment upon the occurrence of any of the following without his prior written consent: (i) the Company’s failure to make any material payment or provide any material benefit under this Agreement or its material breach of this Agreementor (ii) any of the following during the period beginning on the date of a Change in Control and ending on the first anniversary thereof: (A) a material reduction in the Executive’s Annual Base Salary or Annual Bonus opportunity;(B) a material diminution in the nature or scope of the Executive’s duties, responsibilities or authority; or (C) relocation of the Executive’s principal office to a location that is more than 25 miles from the Company’scurrent location; provided, however, that, notwithstanding the foregoing, the Executive may not resign his employment for Good Reason unless: (X) the Executive provides the Company with at least thirty (30) days prior writtennotice of his intent to resign for Good Reason (which notice is provided not later than the thirtieth (30th) day following the occurrence ofthe event constituting Good Reason) and (Y) the Company has not remedied the alleged violation(s) within such thirty (30)-day period. 

(n) “Initial Term” has the meaning set forth in Section 2.2. 

(o) “Invention” means any idea, invention, discovery, trademark, service mark, improvement, process, design, software program, technique, configuration, methodology, know-how, original work of authorship or other innovationof any kind (whether or not patentable, copyrightable or subject to other legal protection) made, developed, conceived of or reduced to practice by Executive, either alone or jointly with others, during the term of Executive’s employment withthe Company (whether or not made, developed, conceived of or reduced to practice during Executive’s normal working hours or while at the Company’s offices) which: (i) arises from or results to any work performed by Executive for theCompany; (ii) relates to the Company’s business, operations or processes; or (iii) is made with or using the Company’s equipment, supplies, facilities or Proprietary Information. 

(p) “Notice of Termination” has the meaning set forth in Section 4.2. 

(q) “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stockcompany, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. 

 

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(r) “Principal Members” means Welsh, Carson, Anderson & StoweX, L.P., a Delaware limited partnership, and each of its Affiliates. 

(s) “Proprietary Information” meansall information or materials of a confidential or proprietary nature which Executive receives during the course of his employment with the Company or through the use of any of the Company’s facilities or resources, including, withoutlimitation, the following: (i) all information or materials (whether in paper or electronic form or otherwise stored or recorded) relating to the business or operations of the Company or any of its subsidiaries or Affiliates, including, withoutlimitation, business plans and strategies, business processes and procedures, financial information, marketing plans and studies, cost information, price information, quoting procedures, customer and supplier lists, contracts with third parties,purchasing information, correspondence, computer system passwords, employee records, compensation paid to employees and other terms of employment; (ii) all information or materials relating to any software program, invention or technology ofthe Company or any of its subsidiaries or Affiliates, including, without limitation, source and object codes, algorithms, schematics, flowcharts, logic diagrams, designs, coding sheets, techniques, specifications, technical information, test data,know-how, worksheets and related documentation and manuals; (iii) all other information or materials relating to the business or activities of the Company or any of its subsidiaries or Affiliates which are not generally known to the public(including, without limitation, any information that is marked “Confidential” or “Proprietary”); and (iv) all information or materials received by the Company or any of its subsidiaries or Affiliates from any third partysubject to a duty to maintain the confidentiality thereof and to use such information or materials only for certain limited purposes. Notwithstanding the foregoing, the term “Proprietary Information” shall not include information which:(i) is or becomes generally available to the public other than as a result of a disclosure by Executive or (ii) was known to Executive at the time of disclosure as shown by his records in existence at the time of disclosure. 

(t) “Related Agreements” has the meaning set forth in Section 11.5. 

(u) “Restricted Period” has the meaning set forth in Section 6.1. 

(v) “Section 409A” means Section 409A of the United States Internal Revenue Code of 1986, as amended, and theDepartment of Treasury regulations and other interpretive guidance issued with respect thereto. 

(w) “Term”has the meaning set forth in Section 2.2. 

**ARTICLE II.**

**EMPLOYMENT**

2.1 Employment of Executive. The Company hereby agrees toemploy the Executive, and the Executive agrees to enter into the employ of the Company, on the terms and subject to the conditions herein provided. 

2.2 Term. The initial term of employment under this Agreement (the “InitialTerm”) shall be for the period beginning on the Effective Date and ending on the third (3rd) anniversary thereof, unless earlierterminated as provided in Section 4. This Agreement shall automatically be extended for successive one (1)-year periods unless either party gives notice of non-extension to the other party no later than ninety (90) days prior to theexpiration of the then-current term. The Initial Term and all such extension terms are collectively referred to herein as the “Term.” 

 

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2.3 Position and Duties. The Executive shall serve as the Company’s Executive Vice Presidentand Chief Administrative Officer, with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Board. Such duties, responsibilities and authority may include services for one or moresubsidiaries or affiliates of the Company. The Executive shall report directly to the Company’s President and Chief Executive Officer. The Executive shall devote substantially all his working time and efforts to the business and affairs of theCompany. The Executive agrees to observe and comply with the Company’s rules and policies, as the same may be adopted and amended from time to time. 

**ARTICLE III.**

**COMPENSATION AND RELATED MATTERS**

3.1 Annual Base Salary. During the Term, the Executive shall receive a base salary at a rate of $275,000.00 per annum, which shall be paid inaccordance with the customary payroll practices of the Company, subject to increase as determined by the Compensation Committee (the “Annual Base Salary”). 

3.2 Bonuses. With respect to each of the Company’s fiscal years that ends during the Term, beginning with the fiscal year endingDecember 31, 2008, the Executive shall be eligible to receive an annual performance-based bonus (the “Annual Bonus”). If: (i) the Company achieves certain threshold targets (as established by the Compensation Committee inits discretion in accordance with the terms of the Executive Bonus Plan) for the applicable fiscal year, the Executive’s Annual Bonus shall be one hundred percent (100%) of his Annual Base Salary and (ii) the Company achieves certainprojected “stretch” targets (as established by the Compensation Committee in its discretion in accordance with the terms of the Executive Bonus Plan) for the applicable fiscal year, the Executive’s Annual Bonus shall be up to onehundred fifty percent (150%) of his Annual Base Salary (or such higher percentage as the Compensation Committee may establish in its discretion). Notwithstanding the foregoing, Executive’s Annual Bonus with respect to the year endingDecember 31, 2008 shall be pro rated to reflect the number of days between April 23, 2008 and December 31, 2008. 

3.3Benefits. During the Term, the Executive shall be entitled to participate in such employee benefit plans, programs and arrangements which are applicable to the Company’s senior executives as may be adopted by the Company from time totime, subject to the terms and conditions of the applicable employee benefit plan, program or arrangement. 

3.4 Vacation. During theTerm, the Executive shall be entitled to paid vacation in accordance with the Company’s vacation policy applicable to executives of the Company (which currently provides for twenty-five (25) days of paid time off per annum). Any vacationshall be taken at the reasonable and mutual convenience of the Company and the Executive. 

3.5 Expenses. During the Term, theCompany shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s expense reimbursement policy. 

 

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3.6 Equity Compensation. The Executive shall be eligible to participate in such equity-basedcompensation plans or programs as may be adopted by the Company from time to time (each, an “Equity Plan”) at such level and in such amounts as may be determined by the Board or the Compensation Committee in its sole discretion,subject to the terms and conditions of the applicable Equity Plan and any award agreement entered into thereunder. 

**ARTICLE IV.**

**TERMINATION**

4.1Circumstances. During the Term, the Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances: 

(a) The Executive’s employment hereunder shall terminate upon his death. 

(b) If the Executive has incurred a Disability, the Company may give the Executivewritten notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after the receipt of such notice by the Executive, provided that prior to the effective date of such termination the Executive shall not have returned to full-time performance of his duties.

(c) The Company may terminate the Executive’s employment for Cause. 

(d) The Company may terminate the Executive’s employment without Cause. 

(e) The Executive may resign his employment for Good Reason. 

(f) The Executive may resign his employment without Good Reason. 

(g) The Company may give notice of non-extension to the Executive pursuant to Section 2.2. 

(h) The Executive may give notice of non-extension to the Company pursuant to Section 2.2. 

4.2 Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive pursuant to thisSection 4 (other than termination due to death pursuant to Section 4.1(a)) shall be communicated by a written notice to the other party hereto. Such written notice shall: (i) indicate the specific termination provisionin this Agreement relied upon; (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and (iii) specify a Date ofTermination which, if submitted by the Executive, shall be at least thirty (30) days following the date of such notice (a “Notice of Termination”). Notwithstanding the foregoing, the Company may, in its sole discretion, changethe Executive’s proposed Date of Termination to any date following the Company’s receipt of the Executive’s Notice of Termination. A Notice of Termination submitted by the Company may provide for a Date of Termination on the date theExecutive receives the Notice of Termination, or any date thereafter chosen by the Company in its sole discretion. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to ashowing of Cause or Good Reason shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rightshereunder. 

 

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4.3 Company Obligations upon Termination. Upon termination of the Executive’s employment, theExecutive (or the Executive’s estate) shall be entitled to receive: (i) any amount of the Executive’s Annual Base Salary through the Date of Termination not theretofore paid; (ii) any expenses owed to the Executive underSection 3.5; (iii) any accrued vacation pay owed to the Executive pursuant to Section 3.4; and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans,programs or arrangements under Section 3.3, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (including, if applicable, any death benefits).Notwithstanding the foregoing, if: (i) the Executive’s employment is terminated due to Disability and (ii) at such time the Company has in place a long-term disability plan, then in lieu of Annual Base Salary during such period ofDisability, Executive shall be entitled to receive the applicable long-term disability benefits pursuant to such plan. 

**ARTICLE V.**

**SEVERANCE PAYMENTS**

5.1Termination without Cause, resignation for Good Reason or non-extension of the Term by the Company. If the Executive’s employment shall terminate without Cause pursuant to Section 4.1(d), for Good Reason pursuant toSection 4.1(e) or by reason of the Company’s non-extension of the Term pursuant to Section 4.1(g), the Company shall, subject to the Executive’s execution of a general waiver and release of claims agreement in theCompany’s customary form: 

(a) Continue to pay to the Executive his base salary as described inSection 3.1, in accordance with the Company’s regular payroll practices, during the period beginning on the Date of Termination and ending on the earliest to occur of (A) the twelve (12)-month anniversary of the Date ofTermination; or (B) the first date that the Executive violates any covenant contained in Section 6, 7 or 8; 

(b) Continue coverage for the Executive and any eligible dependents under all Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination, to theextent permitted thereunder and subject to any cost-sharing or similar provisions in effect thereunder as of the Date of Termination, until earlier of (A) the twelve (12)-month anniversary of the Date of Termination or (B) the first datethat the Executive violates any covenant contained in Section 6, 7 or 8; and 

(c) Pay to the Executive aprorated amount of the Executive’s Annual Bonus based on the Company’s year-to-date performance through the Date of Termination in relation to the performance targets set forth in the Executive Bonus Plan (such amount to be determined ingood faith by the Compensation Committee and payable at such time as Executive’s Annual Bonus would otherwise have been payable pursuant to the Executive Bonus Plan). 

 

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**ARTICLE VI.**

**NON-COMPETITION**

6.1 Non-Competition Obligation. The Executive will not, at any time duringthe Term or the twelve (12)-month period following the Date of Termination (the “Restricted Period”), directly or indirectly render services to, become employed by, have any equity interest in, or manage or operate (whether asdirector, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any Competitive Entity, any parent, subsidiary or Affiliate thereof or any successor thereto in any geographical area in which the Company or anyof its subsidiaries or Affiliates conducts business. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in a Competitive Entity so long as the stock or other equity interest acquired is notmore than five percent (5%) of the total outstanding equity interests of such entity. 

6.2 Acknowledgements. 

(a) The Executive acknowledges and agrees that the restriction on competition set forth in Section 6.1 is fair and reasonable giventhe nature and geographic scope of the Company’s business operations and the nature of the Executive’s position with the Company. Executive also acknowledges that while employed by the Company, the Executive will have access to informationthat would be valuable or useful to the Company’s competitors, and therefore acknowledges that the foregoing restrictions on the Executive’s future employment and business activities are fair and reasonable. Executive acknowledges and isprepared for the possibility that his standard of living may be reduced during the Restricted Period, and assumes and accepts any risk associated with that possibility. 

(b) The Executive acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes § 8-2-113(2):

“Any covenant not to compete which restricts the right of any person to receive compensation for performance of skilled or unskilledlabor for any employer shall be void, but this subsection (2) shall not apply to: ... (b) Any contract for the protection of trade secrets; ... and (d) Executive and management personnel and officers and employees who constituteprofessional staff to executive and management personnel.” 

The Executive acknowledges: (i) that this Agreement is a contract forthe protection of trade secrets within the meaning of Colorado Revised Statutes § 8-2-113(2)(b) and is intended to protect Proprietary Information and (ii) that the Executive is an executive within the meaning of Colorado Revised Statutes§ 8-2-113(2)(d). 

**ARTICLE VII.**

**NON-SOLICITATION**

7.1 Non-Solicitation Obligation. The Executive will not, at any time duringthe Term or the Restricted Period, directly or indirectly, on his own behalf or on behalf of any other person or entity: 

(a) Solicit for purposes of employment, offer to hire or employ any individual who then is (or, at any time during the previous two (2) years, was) an employee of the Company or any of its subsidiaries or Affiliates; 

 

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(b) Induce or otherwise encourage (or permit any of his Affiliates, directly orindirectly, to induce or otherwise encourage) any employee, customer, client or supplier of the Company or any of its subsidiaries or Affiliates to: (i) terminate its, his or her employment or contractual arrangement with the Company (or suchsubsidiary or Affiliate of the Company) or (ii) otherwise change its, his or her relationship with the Company (or such subsidiary or Affiliate of the Company); 

(c) Solicit business from any supplier, customer or client served by Executive in any fashion, either alone or jointly with others, duringExecutive’s employment with the Company; or 

(d) Solicit business from any Person that was, during Executive’semployment with the Company, solicited or identified as a business prospect by Executive in any fashion, either alone or jointly with others. 

**ARTICLE VIII.**

**NONDISCLOSURE OF PROPRIETARY INFORMATION**

8.1 Nondisclosure. The Executive acknowledges that in the course of his employment with the Company, the Executive will have access to ProprietaryInformation, all of which will be made available to the Executive only in strict confidence. During the Term and following the termination of his employment, the Executive: (i) shall treat all Proprietary Information as strictly confidential;(ii) shall use and/or make copies of Proprietary Information only within the scope of the Executive’s employment with the Company; (iii) shall not, directly or indirectly, disclose, disseminate, publish or reveal any ProprietaryInformation to any third Person without the Company’s prior written consent; and (iv) shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of any Proprietary Information. The Executive acknowledgesthat: (i) the Proprietary Information is important to the Company and affects the successful conduct of the business of the Company and its subsidiaries and Affiliates and (ii) any unauthorized disclosure of Proprietary Information willdamage the Company’s business. 

8.2 Return of Proprietary Information. Upon termination of the Executive’s employment withthe Company for any reason, the Executive will promptly return to the Company all Proprietary Information in the Executive’s possession, including without limitation all correspondence, drawings, manuals, letters, notes, notebooks, reports,programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. 

8.3 Response to Legal Process. The Executive may respond to a lawful and valid subpoena or other legal process, provided that the Executive shall:(i) give the Company the earliest possible notice thereof; (ii) as far in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought; and (iii) assist such counselin resisting or otherwise responding to such process. 

 

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8.4 Non-Disparagement. 

(a) The Executive agrees not to disparage the Company or any or its subsidiaries or Affiliates, any of its or their products or practices,or any of its or their directors, officers, agents, representatives, members or affiliates, either orally or in writing, at any time; provided, however, that the Executive may confer in confidence with his legal representatives andmake truthful statements as required by law. 

(b) The Company agrees to instruct the members of the Board and the executiveofficers of the Company not to disparage the Executive, either orally or in writing, at any time; provided, however, that the Company may confer in confidence with its legal representatives and make truthful statements as required bylaw. 

**ARTICLE IX.**

**INJUNCTIVE RELIEF**

9.1 Acknowledgment. The Executive acknowledges and agrees that a breach of the covenantscontained in Sections 6, 7 or 8 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate.Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 6, 7 or 8, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to a temporaryrestraining order, preliminary injunction, permanent injunction or other equitable relief, without the necessity of posting any bond or other security (which is hereby expressly waived by the Executive), in addition to any other relief to which theCompany may be entitled. 

**ARTICLE X.**

**INVENTIONS**

10.1 Disclosure of Inventions; Assignment. The Executive agrees to promptlydisclose and furnish all Inventions to the Company. All Inventions shall be the sole and exclusive property of the Company, whether as “works made for hire” or otherwise, and the Executive hereby irrevocably assigns and transfers to theCompany all the Executive’s right, title and interest in and to any and all Inventions. The Executive agrees not to disclose any Invention to any third party without the Company’s prior written consent. The Executive agrees, at theCompany’s request (whether during or after the Term) and at the Company’s expense: (i) to execute specific assignments in favor of the Company with respect to any Invention and (ii) to execute such documents and perform suchlawful actions as the Company deems necessary or advisable in order to enable the Company to procure, maintain and/or enforce any patent, copyright, trademark or other legal protection (whether in the United States or in any foreign country)relating to any Invention. 

10.2 Moral Rights. The Executive hereby irrevocably and forever waives and agrees not to assert anymoral rights which the Executive may have in any Invention (including, without limitation, any right of paternity or integrity, any right to claim authorship of such Invention, any right to object to any distortion, mutilation or modification ofsuch Invention or any similar right, whether existing under any United States or any foreign law). 

 

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**ARTICLE XI.**

**MISCELLANEOUS**

11.1 Assignment. The Company may assign its rights and obligations under thisAgreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and itsaffiliates. The Executive may not assign his rights or obligations under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors,assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. 

11.2Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Colorado, without reference to the principles of conflicts of law of Colorado or any otherjurisdiction, and where applicable, the laws of the United States. 

11.3 Notices. Any notice, request, claim, demand, document andother communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows: 

 
 (a)If to the Company: 
 
  Local Insight Media Holdings, Inc.   188 Inverness Drive, Suite 800   Englewood, Colorado 80112   Fax: 303-867-1601   Attn: General Counsel 
 
  with a copy to: 
 
  Welsh, Carson, Anderson & Stowe   320 Park Avenue, Suite 2500   New York, New York 10022   Fax: (212) 893-9562   Attn: John Almeida, Jr. 
 
 (b)If to the Executive, to the address set forth on the signature page hereto 
or at any other address as any party shall have specified by notice in writing to the other party. 

 

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11.4 Counterparts. This Agreement may be executed in several counterparts, each of which shall bedeemed to be an original, but all of which together will constitute one and the same Agreement. 

11.5 Entire Agreement. The terms ofthis Agreement and the other agreements and instruments contemplated hereby or referred to herein (collectively the “Related Agreements”) are intended by the parties to be the final expression of their agreement with respect to theemployment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including without limitation any term sheet or similar agreement entered into between the Company and the Executive). Theparties further intend that this Agreement and the Related Agreements shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legalproceeding to vary the terms of this Agreement and the Related Agreements. 

11.6 Amendments; Waivers. This Agreement may not bemodified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer of Company. By an instrument in writing similarly executed, the Executive or a duly authorized officer of the Company maywaive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppelwith respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or inequity. 

11.7 No Inconsistent Action. The parties hereto shall not voluntarily undertake or fail to undertake any action or courseof action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of thisAgreement. 

11.8 Construction. This Agreement shall be deemed drafted equally by both the parties. Its language shall be construedas a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction orinterpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary: (i) theplural includes the singular and the singular includes the plural; (ii) “and” and “or” are each used both conjunctively and disjunctively; (iii) “any,” “all,” “each,” or “every”means “any and all,” and “each and every”; (iv) “includes” and “including” are each “without limitation”; (v) “herein,” “hereof,” “hereunder” and other similarcompounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (vi) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,neuter, singular or plural as the identity of the entities or persons referred to may require. 

 

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11.9 Arbitration. Any dispute or controversy arising under or in connection with this Agreementshall be settled exclusively by arbitration, conducted before an arbitrator in Denver, Colorado in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court havingjurisdiction. Notwithstanding the foregoing, the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6, 7 or 8of the Agreement. Only individuals who are: (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of thearbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided, however,that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator’s full fees and expenses or,if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to thisSection 11.9, the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is noprevailing party, each party shall pay its own attorney’s fees and expenses. 

11.10 Enforcement. In the event any provision ofthis Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect: (i) such provision shall be fully severable; (ii) this Agreement shall be construed and enforced as if such invalid, illegal orunenforceable provision had never comprised a portion of this Agreement; and (iii) the remaining provisions of this Agreement shall not be affected by such invalid, illegal or unenforceable provision or by its severance from this Agreement.Furthermore, in lieu of such invalid, illegal or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in substance to such invalid, illegal or unenforceable provision as may by possible and bevalid, legal and enforceable. In the event any provision of Section 6 or 7 shall be determined (pursuant to the dispute resolution procedures set out in Section 11.9) to be unenforceable by reason of its extending for toogreat a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximumgeographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined pursuant to the dispute resolution procedures set out in Section 11.9. 

11.11 Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreignwithholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise. 

11.12 Survival****. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto, which shall haveaccrued prior to such expiration or termination. Executive’s obligations under this Agreement shall survive the termination of Executive’s employment with the Company and shall thereafter be enforceable, whether or not such termination isclaimed or found to be wrongful or to constitute or result in a breach of any contract or of any other duty owed or claimed to be owed to Executive by the Company or any Company employee, agent or contractor. 

 

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11.13 Executive’s Acknowledgment. The Executive acknowledges that she has read andunderstands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on hisown judgment. 

11.14 Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance withSection 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt suchamendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt suchpayments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes underSection 409A. 

**[signature page follows]**

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

 
**LOCAL INSIGHT MEDIA HOLDINGS, INC.**By: /s/ Scott A. Pomeroy Scott A. Pomeroy President and Chief Executive Officer**EXECUTIVE**By: /s/ Daniel J. Graham Daniel J. Graham Residence Address: [Omitted]
 

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