exv10w1



 





Exhibit 10.1








December 19, 2005




Linda A. Martin

c/o Dex Media, Inc.

198 Inverness Drive West

Englewood, CO 80112





	Re:  	 	Second Amendment to Amended and Restated Employment Agreement




Dear Linda:



This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a
Delaware corporation (together with any successor thereto, the “Company”), regarding the
terms of your continued employment with the Company. This Letter Agreement constitutes an
amendment to that certain Amended and Restated Employment Agreement, dated as of July 15, 2004 (the
“Employment Agreement”), as amended by that certain letter agreement between you and the
Company, dated October 2, 2005 (the “First Letter Amendment”). Capitalized terms used in
this Letter Agreement and not defined herein shall have the meaning given such terms in the
Employment Agreement or the First Letter Amendment, as applicable.





	 	1.	 	Position. Effective as of January 1, 2006, you will serve in the position of
Executive Vice President and Chief Operating Officer of the Company. You acknowledge and
agree that upon the occurrence of the Effective Time, you will return to the position of
Senior Vice President, Sales and no longer hold the position of Executive Vice President
and Chief Operating Officer.
	 
	 	2.	 	Annual Base Salary. Effective as of January 1, 2006, your Annual Base Salary
shall be $300,000 for as long as you hold the position of Executive Vice President and
Chief Operating Officer. You acknowledge and agree that upon the occurrence of the
Effective Time, your Annual Base Salary shall return to $231,750.
	 
	 	3.	 	Annual Bonus. Effective as of January 1, 2006, your target annual bonus
shall be 75% of your Annual Base Salary for as long as you hold the position of Executive
Vice President and Chief Operating Officer. You acknowledge and agree that upon the
occurrence of the Effective Time, your target annual bonus shall return to 50% of your Annual
Base Salary. To the extent that you hold both positions during any bonus year, your bonus
calculation shall be pro-rated based upon the number of days during such year you served
as Executive Vice President and Chief Operating Officer and Senior Vice President, Sales,
respectively.
	 
	 	4.	 	Good Reason. Effective as of January 1, 2006, you acknowledge and agree that
you will not have Good Reason to terminate your employment upon the occurrence of any of
the following: (i) the diminution of your position from Executive Vice President and
Chief
Operating Officer to Senior Vice President, Sales at the Effective Time, (ii) the
diminution of your Annual Base Salary to an amount not less than $231,750 at any time that
you are serving as Senior Vice President, Sales or (iii) the diminution of your target
bonus to a percentage not less than 50% of your Annual Base Salary at any time you are
serving as Senior Vice President, Sales.





 









 






	 	5.	 	Calculation of Payments upon Certain Terminations of Employment. Effective
as of January 1, 2006, upon the termination of your employment by the Company without
“Cause” (as defined in your Employment Agreement) or by you for “Good Reason” (as defined
in the First Letter Amendment and modified by Paragraph 4 above), any payments to which
you may be entitled pursuant to Section 6(a) of the First Letter Amendment will be
calculated based upon an Annual Base Salary of $231,750 (or such greater amount if your
Annual Base Salary is increased while you hold the position of Senior Vice President,
Sales) and a target annual bonus of not more than 50% of $231,750 (or such greater amount
if your target bonus and Annual Base Salary are increased while you hold the position of
Senior Vice President, Sales).
	 
	 	6.	 	Merit Increases. Effective as of the Effective Time, any increase to your
Annual Base Salary and your target annual bonus will be based upon an Annual Base Salary
of $231,750 and a target bonus of 50% of Annual Base Salary.
	 
	 	7.	 	Employment and Option Agreements. You and the Company acknowledge and agree
that, except as provided by this Letter Agreement, the Employment Agreement and the First
Letter Amendment shall remain in full force and effect.
	 
	 	8.	 	Further Assurances. You and the Company agree to execute and deliver such
other documents, certificates, agreements and other writings and to take such other
actions as may be necessary or desirable in order to consummate or implement expeditiously
the terms of this Letter Agreement.





[signature page follows]




 









 





     Please indicate your acceptance of the terms and provisions of this Letter Agreement by
signing both copies of this Letter Agreement and returning one copy to me. The other copy is for
your files. By signing below, you acknowledge and agree that you have carefully read this Letter
Agreement in its entirety; fully understand and agree to its terms and provisions; and intend and
agree that it be final and legally binding on you and the Company. This Letter Agreement shall be
governed and construed under the internal laws of the State of Delaware and may be executed in
several counterparts.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	/s/ SCOTT BONTEMPO	 
	 	Name:  	Scott Bontempo	 
	 	Title:  	Senior Vice President - Human Resources	 
	 



Agreed and Accepted:




/s/ LINDA A. MARTIN

Linda A. Martin