December 19, 2005 George A. Burnett c/o Dex Media, Inc. 198 Inverness Drive West Englewood, CO 80112 Re: 409A Amendment to Amended and Restated Employment AgreementLetter Agreement • December 22nd, 2005 • R H Donnelley Corp • Services-advertising • Delaware
This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”) to amend the terms of your continued employment with the Company to address the impact of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). This Letter Agreement constitutes an amendment to that certain Amended and Restated Employment Agreement, dated as of July 15, 2004 (the “Employment Agreement”), as amended by that certain letter agreement between you and the Company, dated October 2, 2005 (the “First Letter Amendment”). This Letter Agreement is intended to comply in good faith with Section 409A and the regulations and other Treasury Department guidance promulgated thereunder. This Letter Agreement shall be effective immediately prior to the consummation of the transactions (the “Merger”) evidenced by that certain Agreement and Plan of Merger by and among the Company, R.H. Don
ContractR H Donnelley Corp • December 22nd, 2005 • Services-advertising • Delaware
This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”) in consideration for the cancellation of certain payments due to you under Section 3.2 of that certain Retirement and General Release Agreement, made and entered into as of October 5, 2005, by and between the Company and you (the “Retirement Agreement”). This Letter Agreement is intended to comply in good faith with Section 409A of the Internal Revenue Code and the regulations and other Treasury Department guidance promulgated thereunder (including, without limitation, the transition rules set forth in the Preamble to Prop. Treas. Reg. Section 1.409A and IRS Notice 2005-1).
