Exhibit 10.33
AMENDMENT TO
EMPLOYMENT
AGREEMENT
This Amendment to Employment
Agreement (this “ Amendment ”) is entered into
effective as of December 31, 2008, by and among John S.
Fischer (the “ Executive ”), Local Insight
Media, L.P., a Delaware limited partnership (“ LIM LP
”), and Local Insight Media Holdings, Inc., a Delaware
corporation (the “ Company ,” which term
includes any subsidiary, affiliate or successor of Local Insight
Media Holdings, Inc. that may employ Executive from time to
time).
RECITALS
WHEREAS, effective as of
January 2, 2007, LIM LP (as successor to Local Insight Media
LLC) and the Executive entered into an Employment Agreement (the
“ Agreement ”);
WHEREAS, LIM LP, an indirect, wholly
owned subsidiary of the Company, wishes to assign its rights and
obligations under the Agreement to the Company, and the Company
wishes to assume such rights and obligations; and
WHEREAS, the parties desire to amend
the Agreement to comply with the requirements for nonqualified
deferred compensation arrangements under Section 409A of the
Internal Revenue Code of 1986, as amended, the final Treasury
Regulations thereunder and other applicable guidance (“
Section 409A ”);
NOW, THEREFORE, in consideration of
the foregoing and of the respective covenants and agreements set
forth below, the parties hereto agree as follows:
1. LIM LP hereby assigns, transfers
and sets over to the Company, and the Company hereby assumes, all
LIM LP’s right, title, interest, powers, privileges,
remedies, duties, liabilities and obligations under the Agreement.
As of the date of this Amendment, the Company shall become entitled
to all such right, title, interest, powers, privileges and remedies
of LIM LP and subject to all such duties, liabilities and
obligations of LIM LP, in each case as if the Company were the
original party to the Agreement.
2. Section 3.2 of the
Agreement, Bonuses , is hereby amended by adding the
following sentence to the end of such Section:
Effective on and after
December 31, 2008, the amount, time and form of payment of any
bonus amount awarded to the Executive hereunder shall be determined
under the terms of the Executive Bonus Plan for the applicable
fiscal year.
3. A new Section 5.2, Time
and Form of Payments; Key Definitions , is hereby added to the
Agreement, such new Section to read in its entirety as
follows:
5.2 Time and Form of Payments;
Key Definitions . The parties intend that each payment and
benefit provided to the Executive upon his termination of
employment shall be eligible for certain regulatory exceptions to
the limitations imposed on nonqualified deferred compensation by
Section 409A or shall comply with the requirements of
Section 409A. The purpose of
this Section 5.2 is to amend
the Agreement to comply with, or be eligible for one o
