The Executive Nonqualified Plan Adoption Agreement



 Exhibit 10.40 
 NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. The Employer should obtain legal and tax advice from its professional advisors
before adopting the Plan. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement. 
 Principal Life Insurance Company, Raleigh, NC 27612 
 A member of the Principal Financial Group®
 
 THE EXECUTIVE NONQUALIFIED PLAN 
 ADOPTION AGREEMENT 
 THIS AGREEMENT is the adoption by Local Insight Media, L.P. (the
“Company”) of the Executive Nonqualified Plan (“Plan”). 
 W I T N E S S E T H: 
 WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and 
 WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and
shall apply to amounts subject to section 409A; and 
 WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain
legal and tax advice from its professional advisors before adopting the Plan, 
 NOW, THEREFORE, the Company hereby adopts the Plan in
accordance with the terms and conditions set forth in this Adoption Agreement: 
 ARTICLE I 
 Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer
hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this
Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan. 
 ARTICLE II 
 The Employer hereby makes the following designations or elections for the purpose of the Plan: 
  

					
	 2.6
	  	Committee:	  	The duties of the Committee set forth in the Plan shall be satisfied by:
			
		  	___            (a)	  	Company
			
		  	___            (b)	  	The administrative committee appointed by the Board to serve at the pleasure of the Board.
			
		  	___            (c)	  	Board.
			
		  	XX            (d)	  	Other (specify): Nonqualified Deferred Compensation Plan Committee.

  

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	 2.8
	  	Compensation:	  	The “Compensation” of a Participant shall mean all of a Participant’s:
				
		  	XX	  	(a)	  	Base salary.
				
		  	___	  	(b)	  	Service Bonus.
				
		  	XX	  	(c)	  	Performance-Based Compensation earned in a period of 12 months or more.
				
		  	___	  	(d)	  	Commissions.
				
		  	___	  	(e)	  	Compensation received as an Independent Contractor reportable on Form 1099.
				
		  	___	  	(f)	  	Other:
		
	 2.9
	  	Crediting Date: The Deferred Compensation Account of a Participant shall be credited with the amount of any Participant Deferral to such account at the time designated below:

				
		  	___	  	(a)	  	The last business day of each Plan Year.
				
		  	___	  	(b)	  	The last business day of each calendar quarter during the Plan Year.
				
		  	___	  	(c)	  	The last business day of each month during the Plan Year.
				
		  	___	  	(d)	  	The last business day of each payroll period during the Plan Year.
				
		  	___	  	(e)	  	Each pay day as reported by the Employer.
				
		  	XX	  	(f)	  	Any business day on which Participant Deferrals are received by the administrative recordkeeper.
				
		  	___	  	(g)	  	Other:
                                         
                           
				
	 2.13
	  	Effective Date:	  		  	
				
		  	XX	  	(a)	  	This is a newly-established Plan, and the Effective Date of the Plan is February 1, 2008.
				
		  	___	  	(b)	  	This is an amendment and restatement of a plan named
                         with an effective date of
                        .
				
		  		  		  	The Effective Date of this amended and restated Plan is
                        .
				
		  		  		  	This is amendment number
                            .
				
		  		  	___	  	 (i)     All amounts in Deferred Compensation Accounts shall be subject to the provisions of this amended and restated
Plan.

				
		  		  	___	  	 (ii)    Any Grandfathered Amounts shall be subject to the Plan rules in effect on October 3, 2004.

		
	 2.20
	  	Normal Retirement Age: The Normal Retirement Age of a Participant shall be:
				
		  	XX	  	(a)	  	Age 65 

  

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		 	 ___
	  	 (b)    The later of age          or the
         anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.


			
		 	 ___
	  	 (c)    Other:


 2.23 Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are
parties to the Plan: 
  

							
	 Name of Employer
	 	 Address
	 	 Telephone No.
	 	 EIN

	 Local Insight Media, L.P.
	 	188 Inverness Drive West, 
Suite 800	 	303-867-1600	 	20-8131838
		 	Englewood, CO 90112	 		 	
		 		 		 	
	 Local Insight Media, L.P.
	 	100 Executive Parkway	 	330-655-4400	 	34-1458335
		 	Hudson, OH 44236	 		 	
		 		 		 	
	 Local Insight Media, L.P.
	 	1001 San Roberto St., 
Suite 500	 	787-758-2828 
X5502	 	66-0568619
		 	Rio Piedras, Puerto Rico 00926	 		 	
		 		 		 	
	 Local Insight Media, L.P.
	 	312 Plum St., Suite 900	 	513-397-6794	 	02-0553288
		 	Cincinnati, OH 45202	 		 	
		 		 		 	
	 Local Insight Media, L.P.
	 	3601 C St., Suite 1424	 	907-297-3065	 	57-1160727
		 	Anchorage, AK 99503	 		 	

  

							
	 2.26
	  	Plan: The name of the Plan is
		  	Local Insight Media Deferred Compensation Plan.
		
	 2.28
	  	Plan Year: The Plan Year shall end each year on the last day of the month of December.
		
	 2.30
	  	Seniority Date: The date on which a Participant has:
				
		  	___	  	(a)	  	Attained age         .
				
		  	XX	  	(b)	  	Completed 5 Years of Service from First Date of Service.
				
		  	___	  	(c)	  	Attained age          and completed          Years of Service from First Date of
Service.
				
		  	___	  	(d)	  	Attained an age as elected by the Participant.

  

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		  	___	  	(e)	 	 	Not applicable – distribution elections for Separation from Service are not based on Seniority Date
		
	 4.1
	  	Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.8 of this
Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:
				
		  	XX	  	(a	)	 	Base salary:
					
		  		  			 		  	minimum deferral:             %
					
		  		  			 		  	maximum deferral: $              or 100 %
				
		  	___	  	(b	)	 	Service Bonus:
					
		  		  			 		  	minimum deferral:             %
					
		  		  			 		  	maximum deferral: $            
or             %
				
		  	XX	  	(c	)	 	Performance-Based Compensation:
					
		  		  			 		  	 minimum deferral:             %

					
		  		  			 		  	 maximum deferral: $             or 100
%

				
		  	___	  	(d	)	 	Commissions:
					
		  		  			 		  	 minimum deferral:             %

					
		  		  			 		  	 maximum deferral: $            
or             %

				
		  	___	  	(e	)	 	Form 1099 Compensation:
					
		  		  			 		  	 minimum deferral:             %

					
		  		  			 		  	 maximum deferral: $            
or             %

						
		  	___	  	(f	)	 	Other:	  		  	
					
		  		  			 		  	 minimum deferral:             %

					
		  		  			 		  	 maximum deferral: $            
or             %

				
		  		  	(g	)	 	Participant deferrals not allowed.
		
	 4.2
	  	Employer Credits: Employer Credits will be made in the following manner:
				
		  	XX	  	(a	)	 	Employer Discretionary Credits: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:

					
		  		  			 	XX	  	 (i)     An amount determined each Plan Year by the
Employer.


  

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		  		  			 	___	  	(ii)	  	Other:
				
		  	XX	  	(b	)	 	Other Employer Credits: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as
follows:
						
		  		  			 	XX	  	(i)	  	An amount determined each Plan Year by the Employer.
						
		  		  			 	___	  	(ii)	  	Other:
				
		  		  	(c	)	 	Employer Credits not allowed.
		
	 5.2
	  	Disability of a Participant:
				
		  	XX	  	(a	)	 	A Participant’s becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1.

				
		  	___	  	(b	)	 	A Participant becoming Disabled shall not be a Qualifying Distribution Event.
		
	 5.3
	  	Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the
Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:
				
		  	___	  	(a	)	 	An amount to be determined by the Committee.
				
		  	___	  	(b	)	 	Other:
				
		  	XX	  	(c	)	 	No additional benefits.
		
	 5.4
	  	In-Service or Education Distributions: In-Service and Education Accounts are permitted under the Plan:
				
		  	XX	  	(a	)	 	In-Service Accounts are allowed with respect to:
					
		  		  			 	___	  	Participant Deferral Credits only.
					
		  		  			 	___	  	Employer Credits only.
					
		  		  			 	XX	  	Participant Deferral and Employer Credits.
				
		  		  			 	In-service distributions may be made in the following manner:
					
		  		  			 	XX	  	Single lump sum payment.
					
		  		  			 	XX	  	Annual installments over a term certain not to exceed 15 years.
				
		  		  			 	Education Accounts are allowed with respect to:
					
		  		  			 	___	  	Participant Deferral Credits only.
					
		  		  			 	___	  	Employer Credits only.
					
		  		  			 	XX	  	Participant Deferral and Employer Credits.
				
		  		  			 	Education Accounts distributions may be made in the following manner:
					
		  		  			 	XX	  	Single lump sum payment.
					
		  		  			 	XX	  	Annual installments over a term certain not to exceed 5 years.
				
		  		  			 	If applicable, amounts not vested at the time payments due under this Section cease will be:
					
		  		  			 	___	  	Forfeited
					
		  		  			 	XX	  	Distributed at Separation from Service if vested at that time
				
		  	___	  	(b	)	 	No In-Service or Education Distributions permitted.
		
	 5.5
	  	Change in Control Event:

  

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		  	XX	  	(a)	 	Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.
				
		  	___	  	(b)	 	A Change in Control shall not be a Qualifying Distribution Event.
	
	 5.6 Unforeseeable Emergency Event:

				
		  	XX	  	(a)	 	Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.
				
		  		  	(b)	 	An Unforeseeable Emergency shall not be a Qualifying Distribution Event
	
	6. Vesting: An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following
events:
				
		  	XX	  	(a)	 	Normal Retirement Age.
					
		  	XX	  	(b)	 	Death.	  	
					
		  	XX	  	(c)	 	Disability.	  	
				
		  	XX	  	(d)	 	Change in Control Event
					
		  	___	  	(e)	 	Other:	  	
				
		  	XX	  	(f)	 	Satisfaction of the vesting requirement as specified below:
				
		  		  	XX	 	Employer Discretionary Credits:
							
		  		  		 		  	___	  	(i)	 	Immediate 100% vesting.
							
		  		  		 		  	___	  	(ii)	 	100% vesting after __ Years of Service.
							
		  		  		 		  	___	  	(iii)	 	100% vesting at age __.
								
		  		  		 		  	XX	  	(iv)	 	 Number of Years
 of
Service
	  	 Vested
 Percentage

									
		  		  		 		  		  		 	Less than	  	1	  	0 %
		  		  		 		  		  		 		  	1	  	25 %
		  		  		 		  		  		 		  	2	  	50 %
		  		  		 		  		  		 		  	3	  	75 %
		  		  		 		  		  		 		  	4	  	100%
		  		  		 		  		  		 		  	5	  	__%
		  		  		 		  		  		 		  	6	  	__%
		  		  		 		  		  		 		  	7	  	__%
		  		  		 		  		  		 		  	8	  	__%
		  		  		 		  		  		 		  	9	  	__%
		  		  		 		  		  		 		  	10 or more	  	__%
					
		  		  		 		  	For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

  

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	XX	  	(1)	  	First Day of Service (Include prior service with acquired entities).
			
	__	  	(2)	  	Effective Date of Plan Participation.
			
	__	  	(3)	  	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred Compensation Account.
		
	XX	  	Other Employer Credits:
				
		  	__	  	(i)	  	Immediate 100% vesting.
				
		  	__	  	(ii)	  	100% vesting after __ Years of Service.
				
		  	__	  	(iii)	  	100% vesting at age __.
				
		  	XX	  	(iv)	  	As indicated by the Employer at the time of grant, subject to approval of admin capability by Principal Financial Group.

  

													
		  	XX	  	 (iv)	  	  Number of Years
  of
Service
	  	 vested
 Percentage
	  	
							
		  		  		  	 Less than	  	1	  	__%	  	
		  		  		  		  	1	  	__%	  	
		  		  		  		  	2	  	__%	  	
		  		  		  		  	3	  	__%	  	
		  		  		  		  	4	  	__%	  	
		  		  		  		  	5	  	__%	  	
		  		  		  		  	6	  	__%	  	
		  		  		  		  	7	  	__%	  	
		  		  		  		  	8	  	__%	  	
		  		  		  		  	9	  	__%	  	
		  		  		  		  	10 or more	  	__%	  	
		
		  	For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
				
		  	__	  	(1)	  	First Day of Service.
				
		  	__	  	(2)	  	Effective Date of Plan Participation.
				
		  	__	  	(3)	  	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred Compensation Account.

 7.1 Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution
Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement: 
  

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	(a)	  	Separation from Service prior to Seniority Date, or Separation from Service if Seniority Date is Not Applicable
				
		  	XX	  	(i)	  	A lump sum.
				
		  	___	  	(ii)	  	Annual installments over a term certain as elected by the Participant not to exceed __ years.
				
		  	___	  	(iii)	  	Other:_________________________________.
		
	(b)	  	Separation from Service on or After Seniority Date, If Applicable
				
		  	XX	  	(i)	  	A lump sum.
				
		  	XX	  	(ii)	  	Annual installments over a term certain as elected by the Participant not to exceed 15 years.
				
		  	___	  	(iii)	  	Other:_________________________________.
		
	(c)	  	Separation from Service Upon a Change in Control Event
				
		  	XX	  	(i)	  	A lump sum.
				
		  	XX	  	(ii)	  	Annual installments over a term certain as elected by the Participant not to exceed 15 years.
				
		  	___	  	(iii)	  	Other:________________________________.
		
	(d)	  	Death
				
		  	XX	  	(i)	  	A lump sum.
				
		  	___	  	(ii)	  	Annual installments over a term certain as elected by the Participant not to exceed __ years.
				
		  	___	  	(iii)	  	Other:________________________________.
		
	(e)	  	Disability
				
		  	XX	  	(i)	  	A lump sum.
				
		  	XX	  	(ii)	  	Annual installments over a term certain as elected by the Participant not to exceed 15 years.
				
		  	___	  	(iii)	  	Other:________________________________.
	
	 If applicable, amounts not vested at the time payments due under this Section cease will be:

		
	__	  	Forfeited
		
	__	  	Distributed at Separation from Service if vested at that time
		
	(f)	  	Change in Control Event
				
		  	XX	  	(i)	  	A lump sum.

  

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		  		  	XX	  	(ii)	  	Annual installments over a term certain as elected by the Participant not to exceed 15 years.
					
		  		  	___	  	(iii)	  	Other: __________________________________
		
		  	If applicable, amounts not vested at the time payments due under this Section cease will be:
		  	___	  	Forfeited	  		  	
		  	___	  	Distributed at Separation from Service if vested at that time
		
	7.4	  	De Minimis Amounts.
				
		  	XX 	  	(a)	  	Notwithstanding any payment election made by the Participant, the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum
payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does
not exceed $ 15,000. In addition, the Employer may distribute a Participant’s vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the
Participant’s entire interest in the Plan
				
		  		  	(b)	  	There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant’s vested balance at any time if the balance does not exceed
the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan.
		
	10.1	  	Contractual Liability: Liability for payments under the Plan shall be the responsibility of the:
					
		  	___	  	(a)	  	Company.	  	
				
		  	XX	  	(b)	  	Employer or Participating Employer who employed the Participant when amounts were deferred.
		  		  		  		  	
	14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, Section
                 of the Plan shall be amended to read as provided in attached
Exhibit                     .
				
		  		  	XX	  	There are no amendments to the Plan.
	
	17.9 Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State of Delaware, except to the extent that such laws are
superseded by ERISA and the applicable provisions of the Code.

 IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below. 
  

			
	Local Insight Media, L.P.
	Name of Employer
		
	By:	 	/s/ Richard Shaum
	Authorized Person
	Date:	 	January 24, 2008


  

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