Exhibit
10.8


 


	
  March 12, 2006

  	
  

  



 


	
   

  	
  o

  	
  1221 auraria parkway

  
	
   

  	
   

  	
  denver, co 80204

  
	
   

  	
   

  	
  usa

  
	
  John Kemp

  	
   

  	
   

  
	
  Creekside

  	
  p

  	
  303.572.1122

  
	
  20 Derwent Close

  	
  f

  	
  303.572.1123

  
	
  Farnham

  	
  w

  	
  localmatters.com

  
	
  Surrey

  	
   

  	
   

  
	
  GU9 0DD

  	
   

  	
   

  



 


Dear John:


 


This letter agreement
(the “Agreement”) confirms the terms and conditions of your international
assignment from your current employment with Information Services Extended, UK
Ltd., to a position working in the United States at its U.S. corporate parent,
Local Matters, Inc. (the “Company”).
Except as expressly provided herein, this Agreement supplements but does not
replace the terms of that certain UK Employment Agreement between you and
Information Services Extended, UK Ltd. (“ISX
Ltd.”), dated 19 April, 2001 and attached hereto as Exhibit A (“UK Employment Agreement”).


 


1.            
INTERNATIONAL ASSIGNMENT.


 


Your
international assignment (the “Assignment”)
will commence on January 1, 2006. During the term of the Assignment, unless
another agreement is reached in writing between the Company and you, you will
remain an employee of ISx UK Ltd. We anticipate that the Assignment will
continue for a period of up to thirty-six (36) months, although the Company
retains the discretion to earlier terminate the Assignment and to return you to
the United Kingdom, or alternatively to extend the Assignment period beyond
thirty-six (36) months. In addition, the Company retains the discretion to
modify the terms and conditions of the Assignment at any time in its sole
discretion. The Assignment is subject to you having the right to work in the
United States and securing any work permits or visas.


 


2.            
SECONDMENT TO LOCAL MATTERS, INC. (U.S.)


 


During
the Assignment, you initially will have the positions of Executive Vice President,
Voice and Wireless Division, of the Company, reporting to Perry Evans, Chief
Executive Officer. Your responsibilities in these positions will include, but
will not be limited to, (a) as Executive Vice President, Sales LMI, responsibility for all revenue and
customer account management for all clients in Europe, Middle East and Asia,
and (b) as Vice President and General Manager, Voice and Wireless Operations ISx, responsibility for Profit and Loss
associated with all 411/Directory Assistance customers worldwide, including
participating in the development of a succession organization plan and 2007 –
2009 Business Plans for Voice and Wireless Operations and product management.
You will initially perform your duties and responsibilities from the Company’s
Ft. Lauderdale, Florida offices. It is expected that you will relocate to the
Denver, Colorado office prior to January 1, 2007. Your employment relationship
will continue to be governed by United Kingdom law and by the Company’s
policies and


 












 


procedures established in
the United Kingdom, except as otherwise required by the laws of the United
States.


 


3.            
COMPENSATION.


 


During
the Assignment, your annual base compensation will be £117,782.00. You will be
reviewed annually in accordance with the Company’s procedures governing annual
performance reviews and associated salary increases. You will be paid monthly
in advance accordance with your UK Employment agreement for duration of this
Assignment.


 


4.            
BONUS.


 


During
the Assignment, you will be eligible to receive an annual bonus with a target
payment of 25% of your then current Base Salary (“Target Bonus”) if your performance related to the Profit and
Loss performance of the Voice and Wireless Operations meets certain criteria
agreed to by the Compensation Committee as recommended by the CEO (the “Committee Performance Criteria”). The
actual bonus paid may be higher or lower than the Target Bonus for over- or
under-achievement of the Committee Performance Criteria, as determined by the
Committee. Bonuses, if any, will accrue and become payable in accordance with
the Committee’s standard practices for paying executive incentive compensation;
provided, however, that your bonus, if any, for any particular fiscal year will
be paid no later than thirty (30) days following the Committee’s receipt of
audited financial statements of LMI for such fiscal year. For calendar year
2006 only, you will be guaranteed a minimum Target Bonus of £17,236.40. This
guaranteed target bonus will be paid on a quarterly basis at the beginning of
each quarter. In addition to your “Target Bonus” you will be eligible for an
“EMEA Sales Performance Bonus” that will pay £14,363.60 for on-budget
performance with a maximum payment of £57,454.70 for over-performance. The
bonus provisions contained in this Agreement supersede and replace Section 13
of the UK Employment Agreement for the duration of this Assignment.


 


5.            
PENSION PLAN.


 


Your
Pension Plan will not change since you will continue to be paid as a UK
employee.  All UK National Insurance contributions at the Company and
personal levels will be maintained for the duration of the assignment.


 


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6.            
HEALTH BENEFITS.


 


During
the Assignment, the Company will provide health care benefits for you, your
spouse and any eligible dependent children living with you in the U.S.
commensurate with health care benefits provided to other U.S. employees either
under the Company’s medical insurance plan or expatriate insurance. Disability
insurance will be covered by the US plan. The Company will continue to pay for
the existing Personal Health Insurance plan in place in the UK during your US
assignment. The health benefits provisions contained in this Agreement
supersede and replace Section 6 of the UK Employment Agreement for the duration
of this Assignment.


 


7.            
LIFE INSURANCE.


 


The
life insurance provisions contained in Section 9 of the UK Employment Agreement
will be modified to cover 2 times your annual salary as opposed to 4 times your
annual salary. The Employee agrees to continue coverage for his personal life
insurance policy in exchange for the Company continuing his personal health
insurance in the UK while on assignment in the US. The life insurance
provisions contained in this Agreement supersede and replace the coverage level
as per the UK Employment Agreement (section 9).


 


8.            
CAR ALLOWANCE.


 


During
the Assignment, the Company will provide a $500.00 monthly car allowance, not
at the current level for you as stated in Section 7 of the UK Employment
Agreement. Upon the end of this assignment and your return to the UK the car
allowance will be reinstated.


 


9.            
STOCK OPTION.


 


(i)           
Subject to approval by the Board of Directors, the Company shall grant you an
option or options to purchase 125,000 shares of the Company’s common stock at
an exercise price equal to the fair market value of the stock as of the date of
grant (collectively the “Option(s)”). The Option(s) shall be subject to the
terms and conditions of the Company’s 2004 Equity Incentive Plan, the Company’s
form stock option agreement and stock option grant notice. In the event that
Executive’s employment is terminated by Employer pursuant to Section 24 (a)
hereof or by Executive pursuant to Section 24 (c) hereof within twelve (12)
months following a Change of Control (as defined in Section 24(a), 24 (b) and
24(c) hereof), then all stock options theretofore granted to Executive shall
vest immediately upon the occurrence of such event and Executive shall have
twelve (12) months from the date of such event or until the


 


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applicable expiration
date of such options (in accordance with their terms), whichever period is
shorter, to exercise such options; provided
that, the relevant stock option plan and such stock options shall
not have otherwise terminated in accordance with the terms thereof.


 


10.         
EXPENSES.


 


Employer shall promptly
reimburse Executive for expenses that he reasonably incurs in connection with
the performance of his duties (including business travel and entertainment
expenses) hereunder, all in accordance with Employer’s policy with respect
thereto as in effect from time to time.


 


11.         
MOVING EXPENSES.


 


The
Company will pay to an appointed relocation agent the cost of shipment of
personal and household goods up to a capacity load of 4,000 pounds from the
United Kingdom to United States (“Shipping
Costs”). In lieu of sea shipment, alternative arrangements for
shipment of your necessary personal possessions will be organized for you by
the Company.


 


12.         
INCIDENTALS.


 


The
Company will reimburse actual expenses of up to $3,500 to cover set-up
reasonable fees associated with establishing personal life matters - banking,
utilities, and association activities for both locations.


 


13.         
DEATH BENEFIT.


 


In the
event of the death of employee or his wife the company would pay transportation
costs of deceased back to the UK.


 


14.         
ACCOMMODATION ALLOWANCE


 


You
will be provided with a housing allowance of up to US $3,700.00 per month
during your stay in Florida and US $3,000.00 per month once you transfer to
Colorado. The allowance while in Florida will be paid directly to the apartment
by the Company. Your monthly payroll will be adjusted by $3,500.00 US once you
move to Colorado.


 


15.         
HOME LEAVE TRAVEL.


 


You
will be authorized travel expenses for the cost of coach class airfare for
three round trips to or from London, England and to or from the United States
during each twelve (12) month period of the Assignment.


 


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16.         
VACATION AND HOLIDAYS


 


Your
vacation will be continued pursuant to your benefits in the United Kingdom.
Specifically, you will be entitled to twenty (20) days of paid time off per
calendar year.


 


You will
be granted one additional week of paid home leave per year.


 


You
will be granted the paid local holidays in the United States instead of the
holidays observed in the United Kingdom.


 


17.         
Immigration


 


The
Company will assist you and your family members in obtaining necessary visa and
work permits, as required, for living and working in the United States during
the Assignment and will pay the cost of obtaining such visas and/or work
permits (“Immigration Costs”).


 


18.         
TAX EQUALIZATION


 


You
will be provided with professional tax consulting services through the use of a
Company-designated accounting service. You will be tax-equalized on your earned
income and Housing Allowance and Car Allowance amount, thus ensuring that you
will not be responsible for any incremental taxes as a result of the
Assignment.


 


The
Company’s tax equalization policy provides that (1) an expatriate employee will
pa y no more and no less tax than he/she would have been responsible for in
his/her home country for the Company-earned income earned during the Assignment
and (2) an expatriate employee will pay no additional taxes due to double
taxation, if any, during the Assignment. Your home in England at Creekside 20
Derwent Close, Farnham Surrey GU9 0DD will remain your permanent tax home for
IRS purposes during the Assignment.


 


19.         
GOVERNING LAW.


 


Except
as otherwise required by law, your continuing employment relationship with the
Company during the Assignment (and thereafter) will be governed by the laws of
the United Kingdom.


 


20.         
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT.


 


During
the Assignment and thereafter, you will continue to be bound by the
Intellectual Property provisions contained in Sections 20 through 22 of the UK
Employment Agreement. In


 


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addition, you will be
required to execute and abide by the Company’s U.S. proprietary information
agreement attached hereto as Exhibit B.


 


21.         
RIGHT TO RETURN TO UNITED KINGDOM.


 


At the
conclusion of the Assignment or earlier, the Company has the right to require
you to return to your usual place of residence in the United Kingdom. The
Company also will assist you in shipment of personal and household goods up to
4,000 pounds, from the United States to United Kingdom. You will receive a
detailed communication regarding these arrangements at the time of
repatriation.


 


Upon
completion of your Assignment, the Company will make a good faith effort to
repatriate you to a position in the United Kingdom. You must understand, however,
that the Company cannot guarantee a job position will be available to you upon
your repatriation. In the event no position is available at the end of the
assignment, the Employee will be entitled to six months pay per Sections 15 of
the UK Employment Agreement and six months severance pay at the Employee’s
current rate of pay and a commission payment not to exceed an average of six
month’s commission for the previous year’s earnings.


 


22.         
Transfer


 


The
Company may transfer you to any of its other offices or subsidiaries pursuant
to the Company’s business requirements, at any time during the Assignment.
Additionally, you will be called upon to undertake business travel during the
Assignment pursuant to the Company’s business needs.


 


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23.         
TERMINATION


 


The
termination provisions of your UK Employment Agreement (Sections 15, 16, 17 and
18) remain in full force and effect, provided however, that you acknowledge and
agree that should you resign from your employment with the Company during the
Assignment, you will repay to the Company the full amount of the Shipping Costs
and Immigration Costs paid to you, including any tax assistance payments or
amounts withheld as payroll deductions. You hereby authorize the Company to
deduct the entire amount owed by you, as permitted under applicable law, from
any and all amounts owed to you by the Company (including but not limited to
your final pay check, accrued and unused vacation, expense reimbursements and
commissions), if you resign your employment during the Assignment.


 


In the
event the Company terminates your employment or the Assignment, the Company
will provide transportation for you and your dependants and for shipment of
your personal and household goods from the United States to the UK.


 


24.         
CHANGE IN CONTROL BENEFITS.


 


(a)           If within
the twelve (12) months immediately following a Change in Control: (i) Employee
is involuntarily terminated by the Company (or its successor entity) other than
for Cause; the termination provisions of your UK Employment Agreement (Sections
15, 16, 17 and 18) remain in full force or (ii) Employee voluntarily terminates
Employee’s employment with the Company (or its successor entity) for Good
Reason (either constituting a “Change of Control
Termination”), and in each case Employee signs a Release and written
acknowledgment of Employee’s continuing obligations under the Proprietary
Information Agreement, Employee shall be entitled to receive the equivalent of
six (6) months of Employee’s Base Salary as in effect immediately prior to the
termination date, with all amounts paid on the same basis and at the same time
as previously paid and subject to payroll tax withholdings and deductions. The
Company shall also reimburse Employee for the cost of Health premiums to be
paid in order for Employee to maintain medical insurance coverage that is
substantially equivalent to that which Employee received immediately prior to
the termination for a period of six (6) months (the salary continuation and
Health reimbursement are collectively referred to as the “Severance Benefits”).


 


In
addition, the equivalent of an additional six (6) months of the Options shall
immediately become vested and exercisable. All other terms and conditions set
forth in the Option or the Plan shall remain in full force and effect.


 


(b)          
Definition of Change in Control.
For purposes of this Agreement, “Change of
Control” of the Company is defined as any of the following: (i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as


 


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amended), other than
holder of capital stock of the Company as of the date hereof, or one or more
affiliates thereof, is or becomes the “beneficial owner” (as defined in Rule
13d-3 under said Act), directly or indirectly, of previously outstanding
securities of the Company representing 50% or more of the total voting power
represented by the Company’s then outstanding voting securities (provided, however, that under no
circumstance shall the issuance of equity securities in bona fide financing
transactions be deemed to constitute a Change of Control); or (ii) the closing
of a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) more than fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; or (iii) the
consummation of the sale or disposition by the Company of all or substantially
all the Company’s assets.


 


(c)          
Definition of Good Reason shall mean that after notification of the Company or its successor by
Employee of Employee’s intention to resign for Good Reason and a reasonable
opportunity for the Company to cure any such alleged defect, the Company
persists in any of the following: (i) a significant reduction in Employee’s
duties, position, or responsibilities in effect immediately prior to such
reduction, (ii) the Company materially reduces Employee’s base salary relative
to the salary in effect immediately prior to such reduction; (iii) there is a
material reduction by the Company in the kind or level of benefits to which
Employee is entitled immediately prior to such reduction with the result that
Employee’s overall benefits package is significantly reduced; or (iv) without
Employee’s express written consent, Employee’s relocation to a facility or a
location more than fifty (50) miles from his then current location.


 


This
letter, together with your Proprietary Information and Inventions Agreement and
your UK Employment Agreement dated 19 April, 2001 (to the extent your UK
Employment Agreement does not conflict with this Agreement), forms the complete
and exclusive statement of your employment agreement with the Company. To the extent
the terms of this Agreement conflict with your UK Employment Agreement, this
Agreement shall control. The employment terms in this letter supersede any
other agreements or promises made to you by anyone, whether oral or written.


 


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We
believe that the Company has structured the terms and conditions of the
Assignment to best meet your needs. Please review this letter and if the terms
and conditions are acceptable to you, please sign below and return the original
to me. We look forward to your favorable reply, and to a productive and
enjoyable work relationship during the Assignment.


 


	
  Sincerely,

  
	
  /s/ Perry Evans

  	
   

  
	
  Perry Evans

  
	
  Chief Executive Officer

  



 


Acceptance:


 


I hereby accept and agree to the terms of the Assignment, as
set forth in this letter.


 


	
  /s/ John Kemp

  	
   

  	
  MARCH 21st
  2006

  
	
  John Kemp

  	
  Date

  



 


Exhibit A - U.K.
Employment Agreement


Exhibit B - Proprietary
Information and Inventions Agreement


 


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