EX-10.6







EXHIBIT 10.6




R.H. DONNELLEY CORPORATION




SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT




ARTICLE I




INTRODUCTION




     This Supplemental Executive Retirement Agreement (the “Agreement”) is made effective as of
December 31, 2008 by and between R.H. Donnelley Corporation (the “Company”) and David C. Swanson,
the Chairman and Chief Executive Officer of the Company (the “Executive”).



ARTICLE II




DEFINITIONS




     For the purposes of this Agreement, the following terms shall have the meanings indicated,
unless the context clearly indicates otherwise:



     2.1 “Actuarial Equivalent” means equivalence in value between two or more forms and/or
times of payment based on a determination by an actuary chosen by the Compensation Committee, using
sound actuarial assumptions at the time of such determination consistent with assumptions used by
the Company under its defined benefit plans.



     2.2 “Applicable Percentage” means the percentage of the Supplemental Retirement
Benefit that the Executive is entitled to receive as determined in accordance with Article III.



     2.3 “Beneficiary” means a person determined in accordance with Article V to be the
person to whom benefits under this Agreement shall be paid in the event of the Executive’s death.



     2.4 “Board” means the Board of Directors of the Company.



     2.5 “Cause” shall have the meaning set forth in the Employment Agreement.



     2.6 “Change in Control” means any of the following (as such terms are defined in
Section 409A except as otherwise provided in (B) below):



          (A) Change in the Ownership of the Company. A change in the ownership of the Company
occurs on the date that any one person or persons acting as a group (as defined in Section 409A),
acquires ownership of stock of the Company that, together with stock held by such person or group,
constitutes more than fifty percent (50%) of the total fair market value or total voting power of
the stock of the Company. The acquisition of additional stock by the same person or group is not
considered to cause a change in the ownership of the Company.




          (B) Change in the Effective Control of the Company. A change in the effective control
of the Company shall be deemed to occur on either of the following dates:




               (i) The date any one person, or persons acting as a group, acquires (or has
acquired during the twelve (12) month period ending on the date of the most recent acquisition by
such person or group) ownership of stock of the Company possessing fifty percent (50%) or more of
the total voting power of the stock of the Company; or



               (ii) The date a majority of members of the Company’s board of directors is replaced
during any twelve (12) month period by directors whose appointment or election is not endorsed by a
majority of the members of the Board before the date of the appointment or election.



 









 





          (C) Change in the Ownership of a Substantial Portion of the Company’s Assets. A
change in the ownership of a substantial portion of the Company’s assets shall be deemed to occur
on the date that any one person or group acquires (or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such person or persons) assets from the
Company that have a total gross fair market value equal to or more than forty percent (40%) of the
total gross fair market value of all of the assets of the Company immediately before such
acquisition or acquisitions. No Change in Control shall result if the assets are transferred to
certain entities controlled directly or indirectly by the shareholders of the transferring
corporation.




     2.7 “Code” means the Internal Revenue Code of 1986, as amended.



     2.8 “Company” means R.H. Donnelley Corporation, any subsidiaries or affiliates
thereof, or any successors thereto.



     2.9 “Compensation Committee” means the Compensation and Benefits Committee of the
Board of Directors of the Company.



     2.10 “Disabled” or “Disability” shall have the meaning set forth in the
Employment Agreement.



     2.11 “Employment Agreement” means that certain Amended and Restated Employment
Agreement dated as of December 31, 2008 by and between the Executive and the Company, together with
all amendments thereto, except as provided in Section 2.13.



     2.12 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     2.13 “Good Reason” shall have the meaning set forth in the Employment Agreement
entered into as of October 3, 2005 as in effect prior to the Amended and Restated Employment
Agreement dated as of December 31, 2008.



     2.14 “Involuntary Separation from Service” means a Separation from Service due to the
independent exercise of the unilateral authority of the Company to terminate the Executive’s
services, other than at the Executive’s implicit or explicit request, and other than for Cause or
Disability.



     2.15 “Other Company Plans” means the R.H. Donnelley Corporation Retirement Account,
the R.H. Donnelley Pension Benefit Equalization Plan and any other defined benefit plan (as such
term is defined in section 3(35) of ERISA) sponsored by the Company.



     2.16 “Retirement” shall refer to the date on which the Executive Separates from
Service after attaining age 60.



     2.17 “Section 409A” means Code Section 409A and the Treasury Regulations promulgated
thereunder.



     2.18 “Separation from Service (Separates from Service)” and “Termination of
Employment” shall be used interchangeably for the purposes of this Agreement and shall be
interpreted in accordance with the provisions of Section 409A. Whether a separation from service
has occurred is determined based on whether the facts and circumstances indicate that the Company
and the Executive reasonably anticipate that no further services will be performed after a certain
date or that the level of bona fide services the Executive will perform after such date (whether as
an employee or as an independent contractor) will permanently decrease to no more than twenty (20%)
percent of the average level of bona fide services performed (as an employee or an independent
contractor) over the immediately preceding 36-month period.



     2.19 “Supplemental Retirement Benefit” means the amount necessary to cause the
Executive’s annual retirement benefit from this Agreement and projected benefits from all Other
Company Plans to yield a total single life annuity of Five Hundred Thousand Dollars ($500,000) per
year if the Executive were to retire at age 60 and all benefits under all Other Company Plans were
paid in a single life annuity commencing at age 60.



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     2.20 “Unapproved Change in Significant Control” means when a person, or persons acting
as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the
most recent acquisition by such person or group) ownership of stock of the Company possessing at
least thirty percent (30%) but less than fifty percent (50%) of the total voting power of the stock
of the Company (thereby constituting a change in control under Section 409A but not a Change in
Control as defined in this Agreement) and such acquisition is not approved or endorsed by the Board
on or before its effective time.



     2.21 “Voluntary Termination” means voluntary resignation of employment by the
Executive, other than for Good Reason or as a result of his Disability, prior to his attaining age
60.



ARTICLE III




SUPPLEMENTAL RETIREMENT BENEFITS




     3.1 Applicable Percentage.



          3.1.1 Schedule. Except as otherwise provided in this Section 3.1, the
percentage of the Supplemental Retirement Benefit the Executive will be entitled to receive
shall be determined by reference to his age and the following schedule, assuming his
continued employment with the Company:




	 	 	 	 	 
	Executive’s Age	 	Applicable Percentage
	55
	 	 	 50	%
	56
	 	 	 66.66	%
	57
	 	 	 83.32	%
	58
	 	 	 100	%






          3.1.2. Forfeiture Events. The Applicable Percentage shall be zero, and the
Executive’s right to the Supplemental Retirement Benefit shall be forfeited in its entirety,
if the event of:




               (A) The Executive’s Voluntary Termination prior to age 60 (except as provided in
Section 3.4); or



               (B) Termination of the Executive’s employment with the Company for Cause or the
Executive’s violation of the restrictive covenants of his Employment Agreement;


provided, however, that no reduction in the Applicable Percentage shall apply under this
Section 3.1.2 to the extent the Applicable Percentage previously became payable under
Section 3.3.




          3.1.3. Acceleration Events. The Applicable Percentage shall be 100% in the
event of:




               (A) Termination of the Executive’s employment with the Company as a result of his death
or Disability; or



               (B) Within two years following a Change in Control, the Executive’s employment is
terminated as a result of his Involuntary Separation from Service or termination for Good
Reason. For purposes of this Agreement, termination of employment after the commencement of
negotiations with a potential acquiror or business combination partner shall be deemed to be
a termination of employment within two years following a Change in Control if within 2 years
after the Executive’s termination such
negotiations result in a transaction with such acqurior or business combination partner
which constitutes a Change in Control.


Except as provided in this Section 3.1.3, Executive shall have no right to the unvested
portion of the Supplemental Retirement Benefit following termination of his employment for
any reason.




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     3.1.4 Continued Vesting Following Certain Change in Control Payments. If a
payment is made in connection with a Change in Control and no termination of employment has
occurred, the unvested portion of the Supplemental Retirement Benefit will remain
outstanding and continue to vest in accordance with the schedule above, subject to the
Executive’s continued employment with the Company.



     3.2 Form of Benefit Payment. The Actuarial Equivalent of the Applicable Percentage of
the Supplemental Retirement Benefit, adjusted to present value in any case in which payments will
commence other than upon attaining age 60 shall be paid in the form of a lump sum. Present value
shall be based on the interest rate then used for present valuing benefits under the Company’s
defined benefit plans.



     3.3 Time for Payment. The Applicable Percentage of the Supplemental Retirement
Benefit (as determined under Section 3.2) shall be paid on the later of (i) the date the Executive
attains age 60 or (ii) the first day of the seventh (7th ) month commencing after his
Separation from Service; provided, however, that in the event of any of the
following events, payment shall be accelerated to commence upon the earlier of :



          (A) On the first day of the month following the date of the Executive’s death;




          (B) On the first day of the seventh (7th) month commencing after his Separation
from Service due to Disability, Involuntary Separation from Service or termination for Good Reason;
and




          (C) On the effective date in the event of a Change in Control.




     3.4 Special Vesting Rule for Unapproved Change in Significant Control. If an
Unapproved Change in Significant Control occurs, payment of the Applicable Percentage of the
Supplemental Retirement Benefit will not accelerate as described in 3.3(C) above, but the risk of
forfeiture associated with the Executive’s Voluntary Termination prior to attaining age 60 shall
lapse as to the then-vested portion of his Supplemental Retirement Benefit. (For the avoidance of
doubt, if the same change in significant control were to occur with the approval or endorsement of
the Board, this risk of forfeiture would not lapse.)



     3.5 Death of Executive During Active Employment. In the event the Executive dies while
employed by the Company, no death benefits shall be payable under this Agreement but any
Supplemental Retirement Benefits due to the Executive under this Agreement shall be paid to his
designated Beneficiary as described in Article V below.



     3.6 Withholding of Payroll Taxes. The Company shall withhold from payments made
hereunder any taxes required to be withheld from the Executive’s benefits under federal, state or
local law. However, a Beneficiary may elect not to have withholding for federal income tax purposes
pursuant to Code Section 3405(a)(2), or any successor provision thereto.



     3.7 Payment to Guardian. If a Supplemental Retirement Benefit is payable to a minor
or a person declared incompetent or to a person incapable of handling the disposition of his
property, the Compensation Committee may direct payment of such benefit to the guardian, legal
representative or such person having the care and custody of such minor, incompetent or person.
The Compensation Committee may require proof of incompetency, minority, incapacity or guardianship
as it may deem appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Compensation Committee and the Company from all liability with respect to
such benefit.



ARTICLE IV




ADMINISTRATION




     4.1 Compensation Committee and Duties. This Agreement shall be administered by the
Compensation Committee. The Compensation Committee shall have the sole and exclusive authority to
make, amend, interpret, and enforce all appropriate rules and regulations for the administration of
this Agreement and



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decide or resolve any and all questions including interpretations of this
Agreement, including the calculation of benefits and any other questions as may arise in connection
with the Agreement.



     4.2 Agents. In the administration of this Agreement, the Compensation Committee may,
from time to time, employ agents and delegate to them such administrative duties as it sees fit,
and may from time to time consult with counsel who may be counsel to the Company.



     4.3 Binding Effect of Decisions. The decision or action of the Compensation Committee
in respect of any question arising out of or in connection with the administration, interpretation
and application of the Agreement and the rules and regulations promulgated hereunder shall be final
and conclusive and binding upon all persons having any interest in the Agreement.



     4.4 Indemnity. The Company shall indemnify and hold harmless the members of the
Compensation Committee against any and all claims, loss, damage, expense, or liability arising from
any action or failure to act with respect to this Agreement, except in the case of gross negligence
or willful misconduct.



ARTICLE V




BENEFICIARY DESIGNATION




     5.1 Beneficiary Designation. The Executive shall have the right, at any time, to
designate any person or persons as his Beneficiary or Beneficiaries (both primary as well as
secondary) to whom benefits under this Agreement shall be paid in the event of his death prior to
complete distribution of the benefits due under the Agreement. Each Beneficiary designation shall
be in a written form approved by the Compensation Committee, a form of which is attached as Exhibit
A, and will be effective only when filed with the Chief Financial Officer of the Company during the
Executive’s lifetime.



     5.2 Amendments to Beneficiary Designation. Any Beneficiary designation may be changed
by the Executive without the consent of any designated Beneficiary by the filing of a new
Beneficiary designation with the Chief Financial Officer of the Company. The filing of a new
Beneficiary designation form will cancel all Beneficiary designations previously filed. If the
Executive’s compensation is community property, any Beneficiary designation shall be valid or
effective only as permitted under applicable law.



     5.3 No Effective Designation. In the absence of an effective Beneficiary designation,
or if all designated Beneficiaries predecease the Executive or die prior to complete distribution
of the Executive’s benefits, then the Executive’s designated Beneficiary shall be deemed to be the
Executive’s estate.



     5.4 Effect of Payment. The payment to the deemed Beneficiary shall completely
discharge the Company’s obligations under this Agreement.



ARTICLE VI




CLAIMS PROCEDURE




     6.1 Claim. If the Executive or the Executive’s beneficiary believes that he or she is
entitled to benefits under the Agreement which are not being paid to him or which are not be
accrued for his or her benefit, he or she shall file a written claim with the Company. Any such
claim shall be adjudicated in accordance with the claim and appeal procedures set out in Article
VII of the Company’s Pension Benefit Equalization Plan as amended to date, which are incorporated
herein by reference.



     6.2 Arbitration of Disputes. Any dispute between the parties to this Agreement
arising from or relating to the terms of this Agreement shall be submitted to arbitration in New
York, New York under the auspices of the American Arbitration Association.



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ARTICLE VII




MISCELLANEOUS




     7.1 Unfunded Plan. This Agreement is intended to be an unfunded plan maintained
primarily to provide deferred compensation benefits for a select group of “management or highly
compensated employees” within the meaning of Sections 201, 301, and 401 of ERISA, and therefore to
be exempt from the provisions of Parts 2, 3, and 4 of Title I ERISA. Accordingly, the Agreement
shall terminate and no further benefits shall be paid hereunder in the event it is determined by a
court of competent jurisdiction or by an opinion of counsel that the Agreement constitutes an
employee pension benefit plan within the meaning of Section 3(2) of ERISA which is not so exempt.



     7.2 Unsecured General Creditor. The Executive and his Beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights, interest or claims in any property
or assets of the Company, nor shall they be Beneficiaries of, or have any rights, claims or
interests in any life insurance policies, annuity contracts, or the proceeds therefrom owned or
which may be acquired by the Company. Except as may be provided in Section 7.3, such policies,
annuity contracts or other assets of the Company, if any, shall not be held under any trust for the
benefit of the Executive, his Beneficiaries, heirs, successors or assigns, or held in any way as
collateral security for the fulfilling of the obligations of the Company under this Agreement. Any
and all of the Company’s assets and policies shall be, and remain, the general, unpledged,
unrestricted assets of the Company. The Company’s obligation under the Agreement shall be that of
an unfunded and unsecured promise to pay money in the future.



     7.3 Trust Fund. The Company shall be responsible for the payment of all benefits
provided under the Agreement. At its discretion, the Company may establish one or more trusts,
with such trustee as the Board may approve, for the purpose of providing for the payment of such
benefits. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the
claims of the Company’s creditors. To the extent any benefits provided under the Agreement are
actually paid from any such trust, the Company shall have no further obligation with respect
thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be
paid by, the Company.



     7.4 Nonassignability. Neither the Executive nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any
part thereof, which are, and all rights to which are, expressly declared to be unassignable and
nontransferable. No part of the amount payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance
owed by the Executive or any other person, nor be transferable by operation of law in the event of
the Executive’s or any other person’s bankruptcy or insolvency.



     7.5 Not a Contract of Employment. The terms and conditions of this Agreement shall
not be deemed to constitute a contract of employment between the Company and the Executive, and the
Executive (or his Beneficiary) shall have no rights against the Company except as may otherwise be
specifically provided herein. Moreover, nothing in this Agreement shall be deemed to give the
Executive the right to be retained in the service of the Company or to interfere with the right of
the Company to discipline or discharge him at any time.



     7.6 Protective Provisions. The Executive will cooperate with the Company by
furnishing any and all information requested by the Company, in order to facilitate the payment of
benefit hereunder, and by taking such physical examinations as the Company may deem necessary and
taking such other action as may be requested by the Company.



     7.7 Terms; Gender. Whenever any words are used herein in the masculine, they shall be
construed as though they were used in the feminine in all cases where they would so apply; and
wherever any words are used herein in the singular or in the plural, they shall be construed as
though they were used in the plural or singular, as the case may be, in all cases where they would
so apply.



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     7.8 Captions. The captions of the articles, sections, and paragraphs of this
Agreement are for convenience only and shall not control or affect the meaning or construction of
any of its provisions.



     7.9 Governing Law. The provisions of this Agreement shall be construed, interpreted,
and governed in all respects in accordance with applicable federal law and, to the extent not
preempted by such federal law, in accordance with the laws of the State of New York.



     7.10 Validity. If any provision of this Agreement shall be held illegal or invalid
for any reason, the remaining provisions shall nevertheless continue in full force and effect
without being impaired or invalidated in any way.



     7.11 Notice. Any notice or filing required or permitted to be given under the
Agreement shall be sufficient in writing and hand delivered, or sent by registered or certified
mail, to the Chief Financial Officer of the Company, or to the Company’s statutory agent. Such
notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the
date shown on the postmark on the receipt for registration or certification.



     7.12 Successors. The provisions of this Agreement shall bind and inure to the benefit
of the Company and its successors and assigns. The term successors as used herein shall include
any corporate or other business entity which shall, whether by merger, consolidation, purchase or
otherwise acquire all or substantially all of the business and assets of the Company, and
successors of any such corporation or other business entity.



     7.13 Interpret Agreement in Conformity with Section 409A. It is the intention of the
Company that the Agreement complies with all applicable provisions of Section 409A. In the event
any provision of this Agreement is ambiguous, then it shall be interpreted in a manner that is
consistent with Section 409A.



     7.14 Exhibit. Exhibit A is incorporated herein and shall be interpreted in all
respects in conformity with and shall be subject to the terms and conditions of the Agreement.



     7.15 Amendment or Termination of Agreement. The Compensation Committee may amend,
suspend or terminate the Agreement at any time. However, no amendment, suspension or termination
of the Agreement shall reduce the Executive’s Supplemental Retirement Benefit without the consent
of the Executive. Notwithstanding the foregoing, except to the extent required to comply with
Section 409A, no amendment to the definition of Change in Control shall be made without the consent
of the Executive.



     7.16 Counterparts. This Agreement may be executed in counterparts, each of which
shall be an original, with the same effect as if the signatures affixed thereto were upon the same
instrument.



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     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	R. H. DONNELLEY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gretchen Zech
 

     Signature
	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Senior Vice President, HR	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	      
       /s/ David C. Swanson	 	 
	 	 	 	 	 
	 	 	  
           David C. Swanson	 	 







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