exv10w2



 





Exhibit 10.2




	 	 	 	 	 
	 

	 		 	
198 Inverness Drive West
Englewood, CO 80112






December 19, 2005




Scott A. Pomeroy

c/o Dex Media, Inc.

198 Inverness Drive West

Englewood, CO 80112



Re: 409A Amendment to Amended and Restated Employment Agreement




     This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a
Delaware corporation (together with any successor thereto, the “Company”) to amend the
terms of your continued employment with the Company to address the impact of Section 409A
(“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).
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”). This Letter Agreement is intended to comply in good faith with Section 409A and
the regulations and other Treasury Department guidance promulgated thereunder. This Letter
Agreement shall be effective immediately prior to the consummation of the transactions (the
“Merger”) evidenced by that certain Agreement and Plan of Merger by and among the Company,
R.H. Donnelley Corporation (“Donnelley”) and Forward Acquisition Corp., a wholly owned
subsidiary of Donnelley (the “Merger Agreement”). In the event that the Merger is not
consummated, this Letter Agreement shall be void ab initio. 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.	 	409A Amendment. You agree that your Employment Agreement, as amended by the First
Letter Amendment, will be hereby amended as follows:






     Notwithstanding anything to the contrary in your Employment Agreement or in the First
Letter Amendment, if, upon the advice of its counsel, the Company determines that any
payments or benefits to be provided to you pursuant to Section 1 of the First Letter
Amendment (the “Severance Payments”) is or may become subject to the additional tax
under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under
Section 409A (“409A Taxes”) if provided at the time otherwise required under Section
1 of the First Letter Amendment, then:




     (a) Payment of the Severance Payments shall be delayed until the date that is
six months after the date of your “separation from service” (as such term is defined
under Section 409A) with the Company, or such shorter period that, in the



 









 






opinion of
such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Payment
Delay Period”).




     (b) The Severance Payments that are subject to the Payment Delay Period shall
be increased by an amount equal to interest on such payments for the
Payment Delay Period at a rate equal to the short-term Applicable Federal Rate
published by the Internal Revenue Service that is applicable during the Payment
Delay Period, as compounded semi-annually.




     For the avoidance of doubt, in the event that upon the advice of its counsel, the
Company determines that the Severance Payments shall not be subject to a Payment Delay
Period, then the full amount of the Severance Payments will be paid to you in lump sum on or
prior to the 30th day following the date of your termination of employment.




	2.	 	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.
	 
	3.	 	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/ SCOTT A. POMEROY 	 	 
	 

	 	 	 	 
	 

	 	Scott A. Pomeroy