Exhibit 10.6


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”)
is made as of this 15th day of March 2006, by and between LOCAL MATTERS, INC., (the “Company”), and Jeanette McClennan (“Employee”) (collectively, the “Parties”).


 


WHEREAS, the Company wishes to employ Employee and to assure
itself of the continued services of Employee on the terms set forth herein; and



 


WHEREAS, Employee wishes to be so employed under the terms set
forth herein; and 


 


WHEREAS, the Parties intend that this Agreement shall
supersede and replace any similar agreements that presently exist or may have
previously existed between the Parties, whether written or oral, regarding the
terms of Employee’s employment with the Company. 


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the Parties hereto as
follows: 


 


1.            
EMPLOYMENT.
Employee shall serve the Company in the capacity of President, Media Services
and Chief Marketing Officer, LMI.


 


2.            
AT-WILL EMPLOYMENT.  Except as expressly provided herein, it is understood and agreed
by the Company and Employee that (i) this Agreement does not contain any
promise or representation concerning the duration of Employee’s employment with
the Company and (ii) Employee’s employment with the Company is at-will and may
be altered or terminated by either Employee or the Company at any time, with or
without cause and/or with or without notice. The nature, terms or conditions of
Employee’s employment with the Company cannot be changed by any oral
representation, custom, habit or practice, or any other writing. In the event
of conflict between this disclaimer and any other statement, oral or written,
present or future, concerning terms and conditions of employment, the at-will
relationship confirmed by this disclaimer shall control. This at-will status
cannot be altered except in writing signed by Employee and the Chief Executive
Officer of the Company. 


 


3.            
DUTIES.  Employee will
commence employment with the Company on March 15th, 2006 the date
hereof (the “Start Date”). As
President, Media Services and Chief Marketing Officer, Employee will be
responsible for all aspects of Profit and Loss for Area Guides and SEM Services
as well as all marketing activities related to product and market strategy,
corporate communications and public relations. Employee will report to the
Chief Executive Officer, Perry Evans. Employee shall perform services under
this Agreement primarily at the Denver office of the Company, and from time to
time at such other locations as is necessary to perform the duties of
President, Media Services and Chief Marketing Officer under this Agreement. As
an exempt salaried employee, Employee will be expected to work additional hours
as required by the nature of Employee’s work assignment and will not be
eligible to receive overtime pay. Employee’s responsibilities, working
conditions and duties may be changed, added to or eliminated during Employee’s
employment at the sole discretion of


 












 


the Company. During
Employee’s employment with the Company, Employee shall devote Employee’s best
efforts and Employee’s full business time, skill and attention to the
performance of Employee’s duties on behalf of the Company. 


 


4.            
POLICIES AND PROCEDURES.  Employee agree that Employee is subject to and will comply with
the policies and procedures of the Company, as such policies and procedures may
be modified, added to or eliminated from time to time at the sole discretion of
the Company, except to the extent any such policy or procedure specifically
conflicts with the express terms of this Agreement. Employee further agrees and
acknowledges that any written or oral policies and procedures of the Company do
not constitute contracts between the Company and Employee. 


 


5.            
COMPENSATION.
 For all services rendered and to be rendered hereunder, the Company
agrees to pay to Employee, and Employee agrees to accept a salary of $275,000
per annum (“Base Salary”) which
will be paid periodically in accordance with normal Company payroll practices
and shall be subject to such deductions or withholdings as the Company is
required to make pursuant to law, or by further agreement with Employee.
Employee’s Base Salary shall be subject to annual review by the Company. 


 


6.            
STOCK OPTIONS.
 Subject to approval by the Board of Directors, the Company shall grant
Employee 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)”).
To the maximum extent possible, the Option(s) shall be incentive stock options
as such term is defined in Section 422 of the Internal Revenue Code of 1986, as
amended. To the extent that any portions of the Option(s) do not qualify as
incentive stock options under Section 422 of the Code, those portions of the
Option(s) shall be treated as nonstatutory stock options. The Option(s) shall be
subject to the terms and conditions of the Company’s 2004 Equity Incentive Plan
(the “Plan”), the Company’s form
stock option agreement and stock option grant notice. 


 


7.            
BONUS.
 Employee may be eligible to receive an annual performance bonus of up to
75% of Employee’s Base Salary (“Bonus”)
based upon Employee’s achievements of certain milestones and performance
objectives established by the Company (“Executive
Incentive Bonus Plan”). Employee must remain employed with the
Company throughout the applicable bonus year in order to be eligible for any
bonus and must be an employee on the date bonuses are paid. The Company, in its
sole discretion, shall determine the extent to which Employee has achieved the
performance targets upon which Employee’s Bonus is based, and the amount of
Bonus to be paid to Employee, if any. Bonuses are not earned until they are
approved in writing by the Company. 


 


8.            
SIGN-ON-BONUS.
 Employee is eligible to receive a sign bonus in the amount of $35,000
dollars. The bonus will be paid on the first payroll following the Employee’s
date of hire. If the Employee voluntarily resigns her position in the first
calendar year, Employee agrees to repay the amount on a pro-rated basis based
on months served. 


 


9.            
RELOCATION.
 Employee agrees to move to Denver or the surrounding area within 12
months of the date of this agreement, unless otherwise agreed upon in writing.
The


 


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Company agrees to pay all
relocation costs for the Employee in accordance with the Executive Relocation
Policy. 


 


10.         
OTHER BENEFITS.
 While employed by the Company as provided herein:


 


(a)          
Employee’s Benefits.
 Employee shall be entitled to all benefits to which other Executive Vice
Presidents are entitled, on terms comparable thereto, which may be maintained
by the Company for the benefit of its executives. The Company reserves the
right to alter and amend the benefits received by Employee from time to time at
the Company’s discretion. 


 


(b)          
Expense Reimbursement.  Employee shall receive, against presentation of proper receipts
and vouchers, reimbursement for direct and reasonable out-of-pocket expenses
incurred by Employee in connection with the performance of Employee’s duties
hereunder, according to the policies of the Company. 


 


(c)          
Paid Time Off.
 Employee will be entitled to 25 days of PTO during Employee’s first four
years of employment with the Company, Twenty-seven (27) days during years five
through eight, and 30 days each year thereafter, which will accrue in
bi-monthly increments. The maximum number of PTO days that Employee will be
allowed to accrue and carry over to the next year is 160 hours of PTO from the
prior year. 


 


11.         
CONFIDENTIAL INFORMATION, RIGHTS AND DUTIES. 


 


(a)          
Proprietary Information,  Non-Competition and
Non-Solicitation. Employee will be required as a condition of
employment to sign and abide by the Company’s Proprietary Information and
Inventions Agreement (the “Proprietary
Information Agreement”), in the form attached hereto as Exhibit A.


 


(b)          
Exclusive Property.
 Employee agrees that all Company-related business procured by Employee,
and all Company-related business opportunities and plans made known to Employee
while employed by the Company, are and shall remain the permanent and exclusive
property of the Company. 


 


12.         
TERMINATION.  Employee
and the Company each acknowledge that either party has the right to terminate
Employee’s employment with the Company at any time for any reason whatsoever,
with or with out cause or advance notice pursuant to and in accordance with the
following: 


 


(a)          
Termination by Death or Disability.  Subject to applicable state or federal law, in
the event Employee shall die during the period of Employee’s employment
hereunder or become permanently disabled, as evidenced by notice to the Company
and Employee’ inability to carry out Employee’s job responsibilities for a
continuous period of more than three months, Employee’s employment and the
Company’s obligation to make payments hereunder shall terminate on the date of
Employee’s death, or the date upon which, in the reasonable determination of
the Board of Directors, Employee has become permanently disabled, except the
Company shall pay Employee(or Employee’s estate) any salary earned but unpaid
prior to such termination, any benefits accrued prior to such termination, all
accrued but unused


 


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paid time off, and any
business expenses referred to in paragraph 8(b) that were incurred but not
reimbursed as of the date of such termination. Vesting of the Options shall
cease on the date of termination. 


 


(b)          
Voluntary Resignation.  In the event Employee voluntarily terminates Employee’s
employment with the Company, the Company’s obligation to make payments
hereunder shall cease upon such termination, except the Company shall pay
Employee any salary earned but unpaid prior to such termination, any benefits
accrued prior to such termination, all accrued but unused paid time off, and
any business expenses referred to in paragraph 8(b) that were incurred but not
reimbursed as of the date of such termination. Vesting of the Options shall
cease on the date of termination. 


 


(c)          
Termination for Cause.  In the event Employee is terminated by the Company for Cause (as
defined below), the Company’s obligation to make payments hereunder shall cease
upon the date of receipt by Employee of written notice of such termination (the
“Termination Date”), except the
Company shall pay Employee any salary earned but unpaid prior to the
Termination Date, any benefits accrued prior to such termination, all accrued
but unused personal time and any business expenses referred to in paragraph
8(b) that were incurred but not reimbursed as of the date of termination.
Vesting of the Options shall cease on the date of termination. For purposes of
this Agreement, “Cause” shall mean any of the following: (i) conviction of any
felony or any crime involving dishonesty or moral turpitude; (ii) participation
in any fraud against the Company or other dishonesty which is not the result of
an innocent or inadvertent mistake by Employee with respect to the Company;
(iii) Employee’s continued willful violation of Employee’s obligations to the
Company after there has been delivered to Employee a written demand for
performance from the Board of Directors which describes the basis for the Board
of Directors’ belief that Employee has not substantially satisfied Employee’s
obligations to the Company; (iv) Employee’s violation or breach of any material
written Company policy, agreement with the Company, or any statutory or
fiduciary duty to the Company, provided however, that if in the Company’s sole
determination such a violation or breach is capable of cure, the Company shall
provide to Employee a written notification of such violation or breach and
reasonable opportunity to cure such violation or breach; or (v) materially
damaging or misappropriating or attempting to materially damage or
misappropriate any property, including intellectual property, of the Company. 


 


(d)          
Termination by the Company without Cause.  The Company will have the right to terminate
Employee’s employment with Company at any time without Cause. In the event
Employee is terminated without Cause and upon the execution of a release by
Employee in the form attached hereto as Exhibit
B (“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. Provided that Employee timely elects continuation of Employee’s
health insurance pursuant to COBRA, the Company shall also reimburse Employee
for the cost of COBRA 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


 


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continuation and COBRA
reimbursement are collectively referred to as the “Severance Benefits”). 


 


10.         
CHANGE IN CONTROL BENEFITS.  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; 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 the
Severance Benefits set forth in paragraph 9(d). 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. 


 


(a)          
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 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. 


 


(b)          
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. 


 


13.         
MISCELLANEOUS.


 


(a)          
Taxes.  Employee
agrees to be responsible for the payment of any taxes due on any and all
compensation (other than the Company’s portion of any payroll taxes or other
withholdings), stock option, or benefit provided by the Company pursuant to
this Agreement.


 


5












 


Employee agrees to
indemnify the Company and hold the Company harmless from any and all claims or
penalties asserted against the Company for any failure to pay taxes due on any
compensation, stock option, or benefit provided by the Company pursuant to this
Agreement. Employee expressly acknowledges that the Company has not made, nor
herein makes, any representation about the tax consequences of any
consideration provided by the Company to Employee pursuant to this Agreement. 


 


(b)          
Modification/Waiver.
 This Agreement may not be amended, modified, superseded, canceled,
renewed or expanded, or any terms or covenants hereof waived, except by a
writing executed by each of the parties hereto or, in the case of a waiver, by
the party waiving compliance. Failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect
Employee’s or its right at a later time to enforce the same. No waiver by a
party of a breach of any term or covenant contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of agreement contained in the
Agreement. 


 


(c)          
Successors and Assigns.  This Agreement shall be binding upon and shall inure to the
benefit of any successor or assignee of the business of the Company. This
Agreement shall not be assignable by you. 


 


(d)          
Notices.
 All notices given hereunder shall be given by certified mail, addressed, or
delivered by hand, to the other party at Employee’s or its address as set forth
herein, or at any other address hereafter furnished by notice given in like
manner. Employee promptly shall notify Company of any change in Employee’s
address. Each notice shall be dated the date of its mailing or delivery and
shall be deemed given, delivered or completed on such date.


 


(e)          
Governing Law; Personal Jurisdiction and Venue.  This Agreement and all disputes relating to
this Agreement shall be governed in all respects by the laws of the State of
Colorado as such laws are applied to agreements between Colorado residents
entered into and performed entirely in Colorado. The Parties acknowledge that
this Agreement constitutes the minimum contacts to establish personal
jurisdiction in Colorado and agree to Colorado court’s exercise of personal
jurisdiction. 


 


(f)           
Entire Agreement.
 This Agreement together with the Exhibits
A and B attached
hereto sets forth the entire agreement and understanding of the parties hereto
with regard to Employee’s employment by the Company and supersede any and all
prior term sheets, agreements, arrangements and understandings, written or
oral, pertaining to the subject matter hereof. No representation, promise or
inducement relating to the subject matter hereof has been made to a party that
is not embodied in these Agreements, and no party shall be bound by or liable
for any alleged representation, promise or inducement not so set forth. 


 


(g)          
IRCA.
 Employee’s employment is conditioned on Employee’s ability to document
Employee’s identity and authorization to work in the U.S. pursuant to the
Immigration Reform Control Act of 1986 (“IRCA”).
Pursuant to the IRCA, Employee agrees to permit the Company to inspect original
documents that establish that Employee is authorized to work in the U.S.


 


6












 


(h)          
Agents.
 Employee represents and warrants that Employee has not incurred any
liability for any employment agency or finders fees or commissions, or the
like, in connection with the employment contemplated herein. Employee hereby
agree to indemnify and hold the Company harmless from and against and in
respect of any claim for employment agency or finders fees or commissions or
the like relating to the employment contemplated by this Agreement.


 


If Employee wishes to
accept this offer of employment, please sign and date this letter and return it
to me along with the release of current employment contract described above.


 


	
  Sincerely,

  
	
   

  
	
  LOCAL MATTERS, INC.

  
	
   

  
	
   

  
	
  /s/ Perry Evans

  	
   

  
	
  By: Perry Evans

  
	
   

  
	
  Title: Chief Executive
  Officer

  
	
   

  
	
  I have read, understand
  and agree to the foregoing terms.

  
	
   

  
	
   

  
	
  /s/ Jeanette McClennan

  	
   

  	
  3/16

  
	
  Jeanette McClennan

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  



 


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MANAGER, EXECUTIVE PERSONNEL OR
ASSISTANTS’

CONFIDENTIALITY AND INVENTIONS ASSIGNMENT AGREEMENT


 


This
Manager, Executive Personnel or Assistants’ Confidentiality and Inventions
Assignment Agreement (“Agreement”) is made in consideration for my employment
or continued employment by [Company]
or its subsidiaries or affiliates (the “Company”), and the compensation now and
hereafter paid to me. I hereby agree as follows:


 


1.            
CONFIDENTIALITY.


 


1.1 Nondisclosure; Recognition of Company’s Rights.  At all times during my employment
and thereafter, I will hold in confidence and will not disclose, use, lecture
upon, or publish any of Company’s Confidential Information (defined below),
except as such use is required in connection with my work for Company, or
unless the Chief Executive Officer (the “CEO”)
of Company expressly authorizes in writing such disclosure or publication. I
will obtain the CEO’s written approval before publishing or submitting for
publication any material (written, oral, or otherwise) that relates to my work
at Company and/or incorporates any Confidential Information. I hereby assign to
Company any rights I have or acquire in any and all Confidential Information
and recognize that all Confidential Information shall be the sole and exclusive
property of Company and its assigns.


 


1.2 Confidential Information.    The term “Confidential Information” shall mean any
and all confidential knowledge, data or information related to Company’s
business or its actual or demonstrably anticipated research or development,
including without limitation (a) trade secrets, inventions, ideas, processes,
computer source and object code, data, formulae, programs, other works of
authorship, know-how, improvements, discoveries, developments, designs, and
techniques; (b) information regarding products, plans for research and
development, marketing and business plans, budgets, financial statements,
contracts, prices, suppliers, and customers; (c) information regarding the
skills and compensation of Company’s employees, contractors, and any other service
providers of Company; and (d) the existence of any business discussions,
negotiations, or agreements between Company and any third party.


 


1.3 Third Party Information.  I understand, in addition, that Company has
received and in the future will receive from third parties confidential or
proprietary information (“Third Party
Information”) subject to a duty on Company’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. During the term of my employment and thereafter, I will hold Third
Party Information in strict confidence and will not disclose to anyone (other
than Company personnel who need to know such information in connection with
their work for Company) or use, except in connection with my work for Company,
Third Party Information, unless expressly authorized by an officer of Company
in writing.


 


1.4 No Improper Use of Information of Prior Employers and
Others.  I
represent that my employment by Company does not and will not breach any
agreement with any former employer, including any noncompete agreement or any
agreement to keep in confidence information acquired by me in confidence or
trust prior to my employment by Company. I further represent that I have not
entered into, and will not enter into, any agreement, either written or oral,
in conflict herewith. During my employment by Company, I will not improperly
use or disclose any confidential information or trade secrets of any former
employer or other third party to whom I have an obligation of confidentiality,
and I will not bring onto the premises of Company or use any unpublished
documents or any property belonging to any former employer or other third party
to whom I have an obligation of confidentiality, unless consented to in writing
by that former employer or person. I will use in the performance of my duties
only information that is generally known and used by persons with training and
experience comparable to my own, is common knowledge in the industry or
otherwise legally in the public domain, or is otherwise provided or developed
by Company.


 


2.            
INVENTIONS.


 


2.1 Inventions and Proprietary Rights.  As used in this Agreement, the
term “Invention” means any ideas,
concepts, information, materials, processes, data, programs, know-how,
improvements, discoveries, developments, designs, artwork, formulae, other
copyrightable works, and techniques and all Proprietary Rights therein. The
term “Proprietary Rights” means
all trade secrets, copyrights, trademarks, mask work rights, patents and other
intellectual property rights recognized by the laws of any jurisdiction or
country.


 


2.2 Prior Inventions.  I agree that I will not incorporate, or permit
to be incorporated, Prior Inventions (defined below) in any Company Inventions
(defined below) without Company’s prior written consent. In addition, I agree
that I will not incorporate into any Company software or otherwise deliver to
Company any software code licensed under the GNU GPL or LGPL or any other
license that, by its terms, requires or conditions the use or distribution of
such code on the disclosure, licensing, or distribution of any source code
owned or licensed by Company. I have disclosed on Exhibit A a complete list of all Inventions that I have, or I
have caused to be, alone or jointly with others, conceived, developed, or
reduced to practice prior to the commencement of my employment by Company, in
which I have an ownership 


 


1












 


interest or which I have
a license to use, and that I wish to have excluded from the scope of this
Agreement (collectively referred to as “Prior
Inventions”). If no Prior Inventions are listed in Exhibit A, I warrant that there are no
Prior Inventions. If, in the course of my employment with Company, I
incorporate a Prior Invention into a Company process, machine or other work, I
hereby grant Company a non-exclusive, perpetual, fully-paid and royalty-free,
irrevocable and worldwide license, with rights to sublicense through multiple
levels of sublicensees, to reproduce, make derivative works of, distribute,
publicly perform, and publicly display in any form or medium, whether now known
or later developed, make, have made, use, sell, import, offer for sale, and
exercise any and all present or future rights in, such Prior Invention.


 


2.3 Assignment of Company Inventions.  Subject to Sections 2.2 and 2.5, I hereby
assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to Company all my right, title, and interest in and to
any and all Inventions (and all Proprietary Rights with respect thereto) made,
conceived, reduced to practice, or learned by me, either alone or with others,
during the period of my employment by Company. Inventions assigned to Company
or to a third party as directed by Company pursuant to the section titled
“Government or Third Party” are referred to in this Agreement as “Company Inventions.”


 


2.4 Obligation to Keep Company Informed.  During the period of my employment
and for one (1) year thereafter, I will promptly and fully disclose to Company
in writing (a) all Inventions authored, conceived, or reduced to practice by
me, either alone or with others, and (b) all patent applications filed by me or
in which I am named as an inventor or co-inventor.


 


2.5 Government or Third Party.  I also agree to assign all my right, title, and
interest in and to any particular Company Invention to a third party, including
without limitation the United States, as directed by Company.


 


2.6 Enforcement of Proprietary Rights and Assistance.  During the period of my employment
and thereafter, I will assist Company in every proper way to obtain and enforce
United States and foreign Proprietary Rights relating to Company Inventions in
all countries. In the event Company is unable to secure my signature on any
document needed in connection with such purposes, I hereby irrevocably
designate and appoint Company and its duly authorized officers and agents as my
agent and attorney in fact, which appointment is coupled with an interest, to
act on my behalf to execute and file any such documents and to do all other
lawfully permitted acts to further such purposes with the same legal force and
effect as if executed by me.


 


3.            
RECORDS.  I
agree to keep and maintain adequate and current records (in the form of notes,
sketches, drawings and in any other form that is required by Company) of all
Inventions made by me during the period of my employment by Company, which
records shall be available to, and remain the sole property of, Company at all
times.


 


4.            
NO CONFLICTS OR SOLICITATION.  I acknowledge that during my employment I will
have access to and knowledge of Proprietary Information. I also acknowledge
that during my employment with the Company, I have held and/or will hold a
management or executive position or am, or will be, an assistant to a manager
or executive. To protect the Company’s Proprietary Information, I agree that
during the period of my employment by the Company I will not, without the
Company’s express written consent, engage in any other employment or business
activity directly related to the business in which the Company is now involved
or becomes involved, nor will I engage in any other activities which conflict
with my obligations to the Company. To protect the Company’s Proprietary
Information, and because of the position in the Company that I hold, I agree
that during my employment with the Company whether full-time or part-time and
for a period of one year after my last day of employment with the Company, I
will not (a) directly or indirectly solicit or induce any employee of the
Company to terminate or negatively alter his or her relationship with the
Company or (b) directly or indirectly solicit the business of any client or
customer of the Company (other than on behalf of the Company) or (c) directly
or indirectly induce any client, customer, supplier, vendor, consultant or
independent contractor of the Company to terminate or negatively alter his, her
or its relationship with the Company. I agree that the geographic scope of the
non-solicitation should include the “Restricted Territory” (as defined below).
If any restriction set forth in this Section is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range
of activities or geographic area as to which it may be enforceable.


 


5.           
COVENANT NOT TO COMPETE.  I acknowledge that during my employment I will have access to
and knowledge of Proprietary Information. I also acknowledge that during my
employment with the Company, I have held and/or will hold a management or
executive position or am, or will be, an assistant to a manager or executive.
To protect the Company’s Proprietary Information, and because of the position
in the Company that I may hold, I agree that during my employment with the
Company whether full-time or part-time and for a period of one year after my
last day of employment with the Company, I will not directly or indirectly
engage in (whether as an


 


2












 


employee, consultant,
proprietor, partner, director or otherwise), or have any ownership interest in,
or participate in the financing, operation, management or control of, any
person, firm, corporation or business that engages in a “Restricted Business”
in a “Restricted Territory” (as defined below). It is agreed that ownership of
(i) no more than one percent (1%) of the outstanding voting stock of a publicly
traded corporation, or (ii) any stock I presently own shall not constitute a
violation of this provision.


 


5.1 Reasonable.  I agree and acknowledge that the time limitation
on the restrictions in this paragraph, combined with the geographic scope, is
reasonable. I also acknowledge and agree that this paragraph is reasonably
necessary for the protection of Company’s Proprietary Information as defined in
paragraph 1.2 herein, that through my employment I shall receive adequate
consideration for any loss of opportunity associated with the provisions
herein, and that these provisions provide a reasonable way of protecting
Company’s business value which will be imparted to me. If any restriction set
forth in this paragraph 4 is found by any court of competent jurisdiction to be
unenforceable because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area, it shall be
interpreted to extend only over the maximum period of time, range of activities
or geographic area as to which it may be enforceable.


 


5.2 As used herein, the terms:


 


(i)            “Restricted Business” shall mean the
design, development, marketing or sales of internet or voice-based local search
services similar to or competitive with those marketed, sold or under
development by the Company at any time during my employment with the Company.


 


(ii)           “Restricted Territory” shall mean any
state, county, or locality in the United States in which the Company conducts
business and any other country, city, state, jurisdiction, or territory in
which the Company does business.


 


6.            
RETURN OF COMPANY PROPERTY.  Upon termination of my employment or upon
Company’s request at any other time, I will deliver to Company all of Company’s
property, equipment, and documents, together with all copies thereof, and any
other material containing or disclosing any Inventions, Third Party Information
or Confidential Information of Company and certify in writing that I have fully
complied with the foregoing obligation. I agree that I will not copy, delete,
or alter any information contained upon my Company computer before I return it
to Company. I further agree that any property situated on Company’s premises
and owned by Company is subject to inspection by Company personnel at any time
with or without notice. Prior to leaving, I will cooperate with Company in
attending an exit interview and completing and signing Company’s termination
statement.


 


7.            
NOTIFICATION OF NEW EMPLOYER.  In the event that I leave the employ of
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement, by Company’s providing a copy of this
Agreement or otherwise.


 


8.            
GENERAL PROVISIONS.


 


8.1
Governing Law and Venue.  This Agreement and any action related thereto will be governed,
controlled, interpreted, and defined by and under the laws of the State of Colorado,
without giving effect to any conflicts of laws principles that require the
application of the law of a different state. I hereby expressly consent to the
personal jurisdiction and venue in the state and federal courts for the county
in which Company’s principal place of business is located for any lawsuit filed
there against me by Company arising from or related to this Agreement.


 


8.2
Severability. 
If any provision of this Agreement is, for any reason, held to be invalid or
unenforceable, the other provisions of this Agreement will be unimpaired and
the invalid or unenforceable provision will be deemed modified so that it is
valid and enforceable to the maximum extent permitted by law.


 


8.3
Survival. 
This Agreement shall survive the termination of my employment and the
assignment of this Agreement by Company to any successor-in-interest or other
assignee and be binding upon my heirs and legal representatives.


 


8.4
Employment.
 I agree and understand that nothing in this Agreement shall confer any
right with respect to continuation of employment by Company, nor shall it
interfere in any way with my right or Company’s right to terminate my
employment at any time, with or without cause and with or without advance
notice.


 


8.5
Notices.
 Each party must deliver all notices or other communications required or
permitted under this Agreement in writing to the other party at the address
listed on the signature page, by courier, by certified or registered mail
(postage prepaid and return receipt requested), or by a nationally-recognized
express mail service. Notice will be effective upon receipt or refusal of
delivery. If delivered by certified or registered mail, any such notice will be
considered to have been given five (5) business days after it was mailed, as
evidenced by the postmark. If delivered by courier or express mail service, any
such notice shall be considered to have been given on the delivery date
reflected by the courier or express mail service receipt. Each party may change
its address for receipt of notice by giving notice of such change to the other
party. 


 


3












 


8.6 Injunctive Relief.  I acknowledge that, because my services are
personal and unique and because I will have access to the Confidential
Information of Company, any breach of this Agreement by me would cause
irreparable injury to Company for which monetary damages would not be an
adequate remedy and, therefore, will entitle Company to injunctive relief
(including specific performance). The rights and remedies provided to each
party in this Agreement are cumulative and in addition to any other rights and
remedies available to such party at law or in equity.


 


8.7 Waiver.  Any waiver or failure to enforce any provision
of this Agreement on one occasion will not be deemed a waiver of any other
provision or of such provision on any other occasion.


 


8.8 Export.  I agree not to export, directly or indirectly,
any U.S. technical data acquired from Company or any products utilizing such
data, to countries outside the United States, because such export could be in
violation of the United States export laws or regulations.


 


8.9
Entire Agreement.
 The obligations pursuant to sections of this Agreement titled
“Confidentiality” and “Inventions” shall apply to any time during which I was
previously employed, or am in the future employed, by Company as an independent
contractor if no other agreement governs nondisclosure and assignment of
inventions during such period. This Agreement is the final, complete and
exclusive agreement of the parties with respect to the subject matters hereof
and supersedes and merges all prior communications between us with respect to
such matters. No modification of or amendment to this Agreement, or any waiver
of any rights under this Agreement, will be effective unless in writing and
signed by me and the CEO of Company. Any subsequent change or changes in my
duties, salary or compensation will not affect the validity or scope of this
Agreement.


 


This
Agreement shall be effective as of the first day of my employment with Company.


 


	
  EMPLOYEE:

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
  I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THIS
  AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS IT WITH INDEPENDENT
  LEGAL COUNSEL.

  	
   

  	
  ACCEPTED
  AND AGREED:

  
	
   

  	
   

  	
   

  	
  /s/ Perry Evans

  
	
   

  	
  /s/ Jeannette McClennan

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Jeannette McClennan

  	
   

  	
   

  	
  By:

  	
  Perry Evans

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President Media
  Services Div, CMO

  	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  3/16/06

  	
   

  	
   

  	
  Date:

  	
  March 17/06

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  109 W 118 St NY, NY
  10026

  	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4












 


EXHIBIT A


 


	
  TO:

  	
  Local
  Matters, Inc.

  
	
   

  	
   

  
	
  FROM:

  	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  
	
   

  	
   

  
	
  SUBJECT:

  	
  Previous
  Inventions

  
	
   

  	
   

  
	
  1.            
  Except as
  listed in Section 2 below, the following is a complete list of all inventions
  or improvements relevant to the subject  matter of my employment by
  Local Matters, Inc. (the “Company”)
  that have been made or conceived or first reduced to practice by me alone or
  jointly with others prior to my engagement by the Company:

  



 


	
   

  	
  ý

  	
  No inventions or
  improvements.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  See below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Additional sheets
  attached.

  
	
   

  	
   

  	
   

  
	
  2.            
  Due to a prior
  confidentiality agreement, I cannot complete the disclosure under Section 1
  above with respect to inventions or improvements generally listed below, the
  proprietary rights and duty of confidentiality with respect to which I owe to
  the following party(ies):

  



 


	
  Invention
  or Improvement

  	
   

  	
  Party(ies)

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  o

  	
  Additional sheets
  attached.

  



 












 


EXHIBIT B


 


RELEASE


 


In exchange for the
consideration provided to me by this Agreement that I am not otherwise entitled
to receive, I hereby generally and completely release the Company and its
directors, officers, employees, shareholders, partners, agents, attorneys,
predecessors, successors, parent and subsidiary entities, insurers, affiliates,
and assigns from any and all claims, liabilities and obligations, both known
and unknown, that arise out of or are in any way related to events, acts,
conduct, or omissions related to my employment with the Company or the
termination of that employment (except any claim for the payment of benefits or
other amounts that have accrued and are or may be payable under any plan, policy,
program, arrangement or agreement maintained by the Company, including any
amount payable to me under Section 8(d) of that certain letter dated October
14, 2005, or for any continuation coverage under the Company’s group health
plan to which I may be entitled as a matter of law), including, but not limited
to: (1) all claims related to my compensation or benefits from the Company,
including salary, bonuses, commissions, vacation pay, expense reimbursements,
severance pay, fringe benefits, stock, stock options, or any other ownership
interests in the Company; (2) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing;
(3) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (4) all federal,
state, and local statutory claims, including claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, the federal Age Discrimination in Employment Act of
1967 (as amended) (“ADEA”), and the Colorado Civil Rights Act (as amended).


 


ADEA
Waiver and Release.
 I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under the ADEA, as amended. I also acknowledge that the
consideration given for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already entitled. I
further acknowledge that I have been advised by this writing, as required by
the ADEA, that: (a) my waiver and release does not apply to any rights or
claims that may arise after the execution date of this Agreement; (b) I have
been advised that I have the right to consult with an attorney prior to
executing this Agreement; (c) I have been given twenty-one (21) days to
consider this Agreement; (d) I have seven (7) days following the execution of
this Agreement by the parties to revoke the Agreement; and (e) this Agreement
will not be effective until the date upon which the revocation period has expired,
which will be the eighth day after this Agreement is executed by you, provided
that the Company has also executed this Agreement by that date (“Effective
Date”). The parties acknowledge and agree
that revocation by Employee of the ADEA Waiver and Release is not effective to
revoke Employee’s waiver or release of any other claims pursuant to this
Agreement.


 


	
  By:

  	
  /s/ Jeannette McClennan

  	
   

  	
  Date:

  	
   

  	
  3/16/06