Exhibit 10.1


 


INTERIM EMPLOYMENT AGREEMENT


 


INTERIM
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into
effective as of October 4, 2010, by and between SuperMedia Inc., a
Delaware corporation (the “Company”), and Peter J. McDonald (“Executive”).  In consideration of the promises and the
mutual covenants contained in this Agreement, and for other good and valuable
consideration, the parties, intending to be legally bound, agree as follows:


 


1.             Employment.  The Company hereby employs Executive as
interim Chief Executive Officer (“Interim CEO”), and Executive hereby
accepts employment by the Company, upon the terms and conditions set forth in
this Agreement, effective as of October 4, 2010 (the “Hire Date”).  As Interim CEO, Executive will do and perform
all services, acts, and things necessary or advisable to manage and conduct the
business of the Company that are normally associated with the position of chief
executive officer.  Executive will be
subject to the direction and policies from time to time established by the
Board of Directors (the “Board”). 
Subject to the provisions set forth below, the Company’s employment of
Executive as Interim CEO will commence on the Hire Date and will continue for
an indefinite period of time to be determined at the sole option and election
of the Board (the “Interim Period”). 
Notwithstanding anything to the contrary, the parties agree Executive is
an at-will employee and either party may terminate Executive’s employment under
this Agreement at any time, with or without cause.  As Interim CEO, Executive will perform the
services he is required to perform pursuant to this Agreement at 2200 West
Airfield Drive, DFW Airport, Texas 75261. 
The Company agrees to pay for or reimburse Executive for all reasonable
expenses and costs Executive incurs in connection with his stay in the Dallas -
Fort Worth area, including, the cost of roundtrip travel between his current
residence and such office once per week, and temporary lodging and dining
costs.


 


2.             Loyal and Conscientious Performance; Noncompetition.  During his
employment by the Company, Executive will devote substantially all of his
business energies, interest, abilities, and productive time to the performance
of his duties under this Agreement. 
During his employment by the Company, Executive will not engage in
competition with the Company, either directly or indirectly, in any manner or
capacity, as adviser, principal, agent, partner, officer, director, employee,
owner, member of any association or otherwise, in any phase of the business of
developing, producing, and marketing of products or services that are in the
same field of use or that otherwise compete with the products or services or
proposed products or services of the Company.


 


3.             Compensation of Executive; Benefits; Expenses.  While Executive is
employed by the Company, the Company will pay him a salary at the rate of
$75,000 per month in accordance with the usual payroll practices of the
Company.  If the Company terminates this
Agreement (other than for “Cause” (as defined below) or death) at any time
during the 90-day period following the Hire Date (the “Initial Term”)
the Company will pay Executive such salary through the end of the Initial
Term.  After the end of the Initial Term,
if the Company terminates this Agreement (other than for Cause or death) the
Company will pay Executive $75,000 for each month he continues 


 

















 


in the
employ of the Company.  If the Company
terminates this Agreement for Cause or death of Executive, no salary will be
payable for any period after the date of such termination.  While Executive is employed by the Company
under this Agreement, Executive will be entitled to such employee benefits as
are provided from time to time by the Company to senior executives generally,
at a level commensurate with Executive’s position, subject to the satisfaction
of any eligibility requirements, except that Executive will not receive and the
Company will not pay for or provide to Executive, any health insurance
benefits.  “Cause” for the purpose
of this Agreement exits when the Board determines (a) the Executive has
committed fraud, misappropriation or embezzlement or a crime involving moral
turpitude, (b) Executive has intentionally breached a material term of
this Agreement, (c) Executive has repeatedly and willfully failed to
perform services under this Agreement, or (d) Executive has become
incapacitated. Upon presentation of appropriate documentation, Executive will
be reimbursed in accordance with the Company’s expense reimbursement policy in
effect from time to time (including, without limitation, expense verification
policies) for all reasonable and necessary business expenses incurred in
connection with the performance of your duties and responsibilities under this
Agreement.  At end of the Interim Period,
at the sole election and option of the Human Resources Committee of the Board,
the Executive may be awarded a discretionary incentive cash bonus not to exceed
$100,000.


 


4.             Confidential
Information; Nonsolicitation; Non-disparagement. 
Executive recognizes that his
employment with the Company will involve contact with information of
substantial value to the Company that is current and not generally known in the
business and that gives the Company an advantage over its competitors who do not
know or use it, including but not limited to, techniques, designs, drawings,
processes, inventions, developments, equipment, prototypes, sales and customer
information, and business and financial information relating to the business,
products, services, practices, and techniques of the Company, (the “Confidential
Information”).  Executive will at all
times regard and preserve as confidential such Confidential Information
obtained by Executive from whatever source and will not, either during his
employment with the Company or thereafter, publish or disclose any part of such
Confidential Information in any manner at any time, nor use the Confidential
Information except on behalf of the Company, without the prior written consent
of the Company.  Notwithstanding the
foregoing, “Confidential Information” will not apply to information that (a) was
known to the public prior to its disclosure to Executive; (2) becomes
generally known to the public subsequent to disclosure to Executive through no
wrongful act of Executive or any of Executive’s representatives; or (3) Executive
is required to disclose by applicable law, regulation, or legal process
(provided that Executive will provide the Company with prior notice of the
contemplated disclosure and reasonably cooperate with the Company at its
expense in seeking a protective order or other appropriate protection of such
information).  Executive also agrees to
turn over all copies of Confidential Information in his control to the Company
upon request or upon termination of his employment with the Company.  Executive agrees that, while he is employed
by the Company and thereafter, he will not, or encourage or induce others to,
disparage the Company or any of its past and present officers, directors,
employees, stockholders, products, or services. 
As a condition of this Agreement, Executive will sign and return a copy
of any and all of the Company’s standard agreements, forms and other documents
typically completed and signed by newly hired employees.


 


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5.             Miscellaneous.


 


(a)           This Agreement will be binding upon and inure to the benefit
of Executive and Executive’s heirs, executors, personal representatives,
assigns, administrators, and legal representatives.  Because of the unique and personal nature of
Executive’s duties under this Agreement, neither this Agreement nor any
obligations under this Agreement may be delegated by Executive.  This Agreement will be binding upon and inure
to the benefit of the Company and its successors, assigns and legal
representatives.


 


(b)           All notices or demands of any kind required or permitted to
be given by the Company or Executive under this Agreement must be given in
writing and must be personally delivered (and receipted for) or mailed by
certified mail, return receipt requested, postage prepaid, addressed as
follows:


 


If
to the Company:


 


SuperMedia
Inc.


P.O.
Box 619810


2200
West Airfield Drive


DFW
Airport, Texas 75261-9810


Attn:  Chairman of the Board of Directors


 


With
a copy to:


 


SuperMedia
Inc.


P.O.
Box 619810


2200
West Airfield Drive


DFW
Airport,  Texas 75261-9810


Attn:  General Counsel


 


If
to Executive:


200
North Ocean Blvd.


Del
Ray Beach, Florida 33483


 


Any
such written notice will be deemed received when personally delivered or three
days after its deposit in the United States mail as specified above.  Either party may change its address for
notices by giving notice to the other party in the manner specified in this Section 5(b).


 


(c)           This Agreement will be construed and interpreted in
accordance with the substantive laws of the State of Texas without regard to
conflict-of-law principles or any other principle that could result in the
application of the laws of any other jurisdiction.


 


(d)           This Agreement contains the complete, final, and exclusive
agreement of the parties relating to the subject matter of this Agreement, and 


 


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supersedes
all prior written, and prior and contemporaneous oral, agreements or
arrangements between the parties.


 


(e)           This Agreement cannot be amended or modified except by a
written agreement signed by Executive and the Company.


 


(f)            No term, covenant, or condition of this Agreement or any
breach thereof will be deemed waived, except with the written consent of the
party against whom the wavier in claimed, and any waiver or any such term,
covenant, condition, or breach will not be deemed to be a waiver of any
preceding or succeeding breach of the same or any other term, covenant,
condition, or breach.


 


(g)           The finding by a court of competent jurisdiction of the
unenforceablity, invalidity, or illegality of any provision of this Agreement
will not render any other provision of this Agreement unenforceable, invalid,
or illegal.  It is the express intent of
the parties to modify and replace any invalid or unenforceable term or
provision with a valid and enforceable term or provision that most accurately
represents the parties’ intention with respect to the invalid or unenforceable
term or provision.


 


(h)           Executive represents and warrants that he is not restricted
or prohibited, contractually or otherwise, from entering into and performing
each of the terms and covenants contained in this Agreement, and that his
execution and performance of this Agreement will not violate or breach any
other agreements between Executive and any other person or entity.


 


(i)            This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, all of which together
will constitute one and the same instrument.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date fist
above written.


 


 


	
  Dated:
  October 4, 2010

  	
  THE
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  Cody Wilbanks

  
	
   

  	
  Name:
  

  	
  Cody
  Wilbanks

  
	
   

  	
  Its:

  	
  Executive
  Vice President—

  
	
   

  	
   

  	
  General
  Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
  Dated:
  October 4, 2010

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/
  Peter J. McDonald

  
	
   

  	
  Peter
  J. McDonald

  



 


[Signature
page to Interim Employment Agreement]