EMPLOYEE MATTERS AGREEMENT

Exhibit 10.8

EXECUTION COPY

EMPLOYEE MATTERS AGREEMENT

by and between

Verizon Communications Inc.

and

Idearc Inc.

dated as of November 17, 2006

Table of Contents

 

 

 

 

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Table of Contents

(continued)

 

 

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Table of Contents

(continued)

 

 

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Employee Matters Agreement

This Employee Matters Agreement (this “ Agreement ”), dated as of November 17, 2006 is by and between Verizon Communications Inc., a Delaware Corporation (“ Verizon ”), and Idearc Inc., a Delaware Corporation (“ Idearc ” and together with Verizon, each a “ Party ” and collectively, the “ Parties ”), and effective as of the Distribution Date.

WHEREAS, the Board of Directors of Verizon has determined that it is in the best interests of Verizon and its stockholders to separate the Idearc business into an independent public company;

WHEREAS, in furtherance of the foregoing, Verizon has announced its intention to distribute all of the shares of Idearc Common Stock to the holders of Verizon Common Stock;

WHEREAS, in furtherance of the foregoing, Verizon and Idearc have entered into a Distribution Agreement, dated November 13, 2006 (the “ Distribution Agreement ”) that will govern the terms and conditions relating to the separation among Verizon and Idearc; and

WHEREAS, pursuant to the Distribution Agreement, Verizon and Idearc have agreed to enter into this Agreement for the purpose of allocating current and former employees and assets, liabilities, rights and responsibilities with respect to employee compensation and benefits and other employment matters.

NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Distribution Agreement, the Parties agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1. Definitions

“ 2004 PSU ” means any Performance Share Unit granted by Verizon in the 2004 calendar year.

“ 2005 PSU ” means any Performance Share Unit granted by Verizon in the 2005 calendar year.

“ 2006 PSU ” means any Performance Share Unit granted by Verizon in the 2006 calendar year.

“ Agreement ” means this Employee Matters Agreement, and all exhibits, schedules, appendices and annexes hereto.

“ Benefit Payments ” has the meaning ascribed to it in Section 6.3.

“ Close of the Distribution Date ” means 11:59:59 P.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the Distribution Date.

“ COBRA ” has the meaning ascribed to it in Section 5.3.

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

“ Contribution ” has the meaning ascribed to it in the Distribution Agreement.

“ Delayed Transfer Employee ” has the meaning ascribed to it in Section 2.1(b).

“ Designated Idearc Subsidiary ” has the meaning ascribed to it in Section 2.1(b).

“ Distribution ” has the meaning ascribed to it in the Distribution Agreement.

“ Distribution Agreement ” has the meaning ascribed to it in the third recital to this Agreement.

“ Distribution Date ” has the meaning ascribed to it in the Distribution Agreement.

“ EDP ” means the Verizon Executive Deferral Plan.

“ Excess Plan ” has the meaning ascribed to it in Section 6.1.

“ Final Asset Transfer ” has the meaning ascribed to it in Section 6.3.

“ Former VIS Employee ” means any individual, other than a VIS VMPP DVP, who as of the Close of the Distribution Date, is neither then actively employed by, nor then on an approved leave of absence or lay-off with right of recall from Verizon Group or Idearc Group and whose last employment has been determined by Verizon to have been with the Spinco Business. “Former VIS Employee” shall also include the beneficiaries and dependents of such an individual.

“ FRP ” means the Verizon Flexible Reimbursement Plan.

“ FRP Participants ” has the meaning set forth in Section 5.2(c).

“ Governmental Authority ” has the meaning set forth in the Distribution Agreement.

 

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“ Idearc ” means Idearc Inc.

“ Idearc CBAs ” has the meaning ascribed to it in Section 3.1.

“ Idearc Common Stock ” has the meaning ascribed to it in the Distribution Agreement.

“ Idearc Employee ” means any individual who, as of the Close of the Distribution Date, (i) is actively employed by, or on an approved leave of absence including those individuals who are receiving long term disability benefits under the (Verizon long term disability plan) or lay-off with right of recall from the Verizon Group (including Represented Employees), (ii) whose primary duties immediately prior to the Distribution Date (or such earlier date as Verizon shall determine with respect to such employee or any class of employees) were related to the Spinco Business and (iii) is not a Retained Employee. “Idearc Employee” shall, as of the applicable Transfer Date, also include any Delayed Transfer Employee. “Idearc Employee” shall also include the beneficiaries and dependents of an individual described in the first sentence of this definition or of a Delayed Transfer Employee.

“ Idearc Excess Pension Plan ” has the meaning given to it in Section 6.1.

“ Idearc FSA ” has the meaning ascribed to it in Section 5.2(c).

“ Idearc Group ” means Idearc and the Idearc Subsidiaries.

“ Idearc Indemnitees ” means Idearc and each Affiliate of Idearc immediately after the Distribution and each of their respective present and former Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

“ Idearc Individual ” means each Idearc Employee and each Former VIS Employee.

“ Idearc Liabilities ” has the meaning set forth in the Distribution Agreement.

“ Idearc Management Pension Plan ” has the meaning ascribed to it in Section 6.1.

“ Idearc Mirror Plans ” means the Idearc Welfare Plans, the Idearc Union Pension Plan, the Idearc Management Pension Plan, the Idearc Excess Pension Plan and, the Idearc Savings Plans.

“ Idearc Pension Plans ” mean the Idearc Management Pension Plan and the Idearc Union Pension Plan.

“ Idearc Plan ” means any Plan maintained or sponsored by Idearc or any of its subsidiaries for the benefit of any current or former employee of any such person.

 

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“ Idearc Savings Plan ” has the meaning ascribed to it in Section 7.1.

“ Idearc Subsidiaries ” means all direct and indirect Subsidiaries of Idearc immediately after the Contribution.

“ Idearc Trust ” has the meaning ascribed to it in Section 6.3(c)(i).

“ Idearc Union Pension Plan ” has the meaning ascribed to it in Section 6.2.

“ Idearc Welfare Plans ” has the meaning ascribed to it in Section 5.2(a).

“ IDP ” means the Verizon Income Deferral Plan.

“ Indemnifiable Losses ” means all Losses, Liabilities, damages, claims, demands, judgments or settlements of any nature or kind, including all costs and expenses (legal, accounting or otherwise) that are reasonably incurred relating thereto, suffered by an Indemnitee, including any costs or expenses of enforcing any indemnity hereunder that are reasonably incurred and all Taxes resulting from indemnification payments hereunder.

“ Indemnifying Party ” means a Person that is obligated under this Agreement to provide indemnification.

“ Indemnitee ” means a Person that may seek indemnification under this Agreement.

“ Individual Agreement ” means an individual employment contract or other similar agreement that specifically pertains to any Idearc Individual.

“ Initial Asset Transfer ” has the meaning ascribed to it in Section 6.3.

“ Liabilities ” means any and all losses, claims, charges, debts, demands, actions, costs and expenses (including administrative and related costs and expenses of any plan, program, or arrangement), of any nature whatsoever, whether absolute or contingent, vested or unvested, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising.

“ Losses ” has the meaning ascribed to it in the Distribution Agreement.

“ Original Option ” has the meaning ascribed to it in Section 8.2.

“ Outstanding Awards ” has the meaning ascribed to it in Section 8.1.

“ Party ” has the meaning ascribed to it in the preamble to this Agreement.

 

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“ Parties ” has the meaning ascribed to it in the preamble to this Agreement.

“ Pension Plan Asset Transfer Amount ” means, in the case of a transfer of assets and liabilities from a Verizon Pension Plan to an Idearc Pension Plan, the amount required to be transferred pursuant to Section 6.3.

“ Person ” has the meaning ascribed to it in the Distribution Agreement.

“ Plan ” means any plan, policy, program, payroll practice, on-going arrangement, contract, trust, insurance policy or other agreement or funding vehicle, whether written or unwritten, providing compensation or benefits to employees, or former employees of the Idearc Group or Verizon, as the case may be.

“ PSU ” has the meaning ascribed to it in Section 8.3.

“ Remaining Option ” has the meaning ascribed to it in Section 8.2.

“ Represented Employee ” means any Idearc Employee whose employment is governed by an Idearc CBA as of the Distribution Date.

“ Retained Employee ” means any individual who, as of the Close of the Distribution Date, (i) is actively employed by, or on an approved leave of absence or lay-off with right of recall from, a member of the Verizon Group, (ii) had been primarily employed in the Spinco Business and (iii) whose employment Verizon determines, in its sole discretion, shall continue as a Verizon Employee, not as an employee of a member of the Idearc Group. Verizon shall identify each Retained Employee by written notice delivered to Idearc at least five business days prior to the Distribution Date.

“ Representative ” means, with respect to any Person, any of such Person’s directors, managers or persons acting in a similar capacity, officers, employees, agents, consultants, financial and other advisors, accountants, attorneys and other representatives.

“ RSU ” has the meaning ascribed to it in Section 8.3.

“ Sales Commission Program ” means the programs listed on Annex C of this Agreement.

“ Short Term Incentive Plan ” means the Plans listed on Annex D of this Agreement.

“ Spinco Business ” has the meaning ascribed to it in the Distribution Agreement.

“ Split Date ” means, with respect to any Idearc Mirror Plan, any date on or prior to the Distribution Date as of which Verizon determines that the corresponding Verizon Plan shall be split into two or more parts for purposes of effecting the establishment of

 

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such Idearc Mirror Plans in accordance with this Agreement; provided that the Split Date for the VMPP shall be prior to the Distribution Date. Notwithstanding anything else contained herein to the contrary, except for the immediately preceding sentence, if no such Split Date shall occur prior to the Distribution Date with respect to any Idearc Mirror Plan, the Distribution Date shall be the Split Date for such Mirror Plan.

“ Subsidiary ” has the meaning ascribed to it in the Distribution Agreement.

“ Taxes ” has the meaning ascribed to it in the Distribution Agreement.

“ Third-Party Claim ” has the meaning ascribed to it in the Distribution Agreement.

“ Time-Off Benefits ” has the meaning ascribed to it in Section 5.7.

“ Transition Services Agreement ” has the meaning ascribed to it in the Distribution Agreement.

“ Transfer Date ” has the meaning ascribed to it in Section 2.1(b).

“ VEMPP ” has the meaning ascribed to it in Section 6.2.

“ Verizon ” means Verizon Communications Inc.

“ Verizon Common Stock ” has the meaning ascribed to it in the Distribution Agreement.

“ Verizon Employee ” means any individual who, at the relevant time, is actively employed by, or on an approved leave of absence or lay-off with right of recall from, a member of the Verizon Group.

“ Verizon Group ” means Verizon and the Verizon Subsidiaries.

“ Verizon Indemnitees ” means Verizon, each Affiliate of Verizon immediately after the Contribution and each of their respective present and former Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

“ Verizon Liabilities ” means all Liabilities of Verizon or any of the Verizon Subsidiaries. In no event shall the term Verizon Liabilities include any Liabilities that are transferred from or otherwise cease to be Liabilities of any Verizon Group member or any Verizon Plan pursuant to this Agreement or that are or have become Idearc Liabilities.

“ Verizon Pension Plans ” mean the VMPP, the VEMPP, the Verizon Pension Plan for New York and New England Associates and the Verizon Pension Plan for Mid-Atlantic Associates, as each such plan is amended from time to time.

 

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“ Verizon Plan ” means any Plan maintained or sponsored by Verizon or any of its subsidiaries or affiliates (or any of their respective predecessors) at any time on or prior to the Distribution Date for the benefit of any current or former employee of any such person.

“ Verizon Pre-Distribution Stock Value ” means the closing price per share of Verizon Common Stock trading on the “regular way” basis (based on the reported value inclusive of the right to participate in the distribution) on the Distribution Date.

“ Verizon Post-Distribution Stock Value ” means the opening price per share of Verizon Common Stock on the first trading day following the Distribution Date; provided that, in no event shall such Verizon Post-Distribution Stock Value be less than the Verizon Pre-Distribution Stock Value.

“ Verizon Savings Plans ” mean the Verizon Savings Plan for Management Employees, the Savings and Security Plan for New York and New England Associates, and the Savings and Security Plan for Mid-Atlantic Associates, as each such plan is amended from time to time.

“ Verizon Share Ratio ” means the quotient obtained by dividing the Verizon Pre-Distribution Stock Value by the Verizon Post-Distribution Stock Value.

“ Verizon Stock Option ” has the meaning ascribed to it in Section 8.2.

“ Verizon Subsidiaries ” means all direct and indirect Subsidiaries that are, or continue to be, Subsidiaries of Verizon immediately after the Distribution Date. For the avoidance of doubt, for purposes of this Agreement no member of the Idearc Group shall be a Verizon Subsidiary.

“ Verizon Trust ” has the meaning ascribed to it in Section 6.4(c).

“ Verizon Welfare Plans ” has the meaning ascribed to it in Section 5.1.

“ VIS VMPP DVP ” means an individual who as of the Close of the Distribution Date, is neither then actively employed by, nor then on an approved leave of absence or lay-off with right of recall from Verizon Group or Idearc Group; whose last employment has been determined by Verizon to have been with the Spinco Business; who has a deferred vested pension under the VMPP; and who is not eligible for a retirement or early retirement pension under the VMPP. “VIS VMPP DVP” shall also include the beneficiaries and dependents of such an individual.

“ VMPP ” has the meaning ascribed to it in Section 6.1.

 

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Section 1.2. Capitalized Terms . Any other capitalized term used, but not defined herein, but defined in the Distribution Agreement, shall have the meaning ascribed thereto in the Distribution Agreement.

ARTICLE II.

EMPLOYEES; ASSUMPTION OF LIABILITIES

Section 2.1. Employees .

(a) General . To the extent that any individual identified as an Idearc Employee will not automatically become or continue to be an employee of a member of the Idearc Group as of the Distribution Date, Verizon agrees to cause the employment of such individual to be transferred to a member of the Idearc Group as of the Distribution Date. Notwithstanding the foregoing, Retained Employees shall remain employees of Verizon or another member of the Verizon Group.

(b) Delayed Transfer Employees . Unless Verizon and Idearc shall otherwise agree in a written agreement signed by each party, in the event that such parties agree to transfer the employment of any Verizon Employee to any member of the Idearc Group after the Distribution Date (each, a “ Delayed Transfer Employee ”), then effective as of the date such individual is hired by any such member of the Idearc Group (the “ Transfer Date ”), such individual shall become an Idearc Employee and cease to be a Verizon Employee. As of the Transfer Date or such later date as is specified in this Agreement (or such other date as may otherwise be agreed in writing by and between Verizon and Idearc), all Liabilities of the type and nature that would have been transferred to an Idearc Plan or assumed by Idearc had such Delayed Transfer Employee been an Idearc Employee as of the Distribution Date shall be assumed by Idearc or such other member of the Idearc Group it shall designate (the “ Designated Idearc Subsidiary ”). For purposes of determining the commitments, duties and obligations of the Parties hereunder in respect of any such Delayed Transfer Employee, such Employee’s Transfer Date shall be substituted for the Distribution Date; provided that in no event shall the period of any commitment regarding the benefits to be continued on behalf of such Delayed Transfer Employee continue in effect beyond the date it would otherwise have expired if his or her employment had transferred as of the Distribution Date. Notwithstanding anything else contained herein to the contrary, to the extent that Idearc allocates duties, responsibilities, obligations or Liabilities to a Designated Idearc Subsidiary, Idearc guarantees the performance by such Designated Idearc Subsidiary of such duties, responsibilities and obligations, and guarantees payment in respect of any Liabilities, assigned to such Designated Idearc Subsidiary.

(c) Non-Termination of Employment or Benefits . Except as otherwise expressly provided herein, no provision of this Agreement or the Distribution Agreement shall be construed to create any right, or accelerate any entitlement, to any compensation

 

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or benefit whatsoever on the part of any employee employed by any member of the Verizon Group or the Idearc Group. Without limiting the generality of the foregoing, at no time shall the Distribution cause any employee of any member of the Verizon Group or any Idearc Employee to be deemed to have incurred a termination of employment or to have created any entitlement to any severance benefits or the commencement of any other benefits under any Verizon Plan or any of the Individual Agreements.

(d) No Right to Continued Employment . Nothing contained in this Agreement shall confer on any employee of any member of the Verizon Group or any Idearc Employee any right to continued employment. Except as specifically provided otherwise herein, this Agreement shall not limit the ability of the Idearc Group to change, at any time after the Distribution Date and in its sole discretion, an Idearc Employee’s position, compensation or benefits for performance-related, business or any other reasons or require any member of the Idearc Group to continue the employment of an Idearc Employee for any particular period of time after the Distribution Date, provided that Idearc shall bear all liability for any such termination of employment or modification of terms and conditions of employment following the Distribution Date with respect to Idearc Employees.

(e) Compensation and Benefits of Represented Employees . As of the Distribution Date, the compensation, benefits, hours, terms and conditions of employment of Represented Employees shall continue to be determined in accordance with the applicable Idearc CBAs.

Section 2.2. Assumption of Liabilities .

(a) By Idearc . As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Idearc shall or shall cause a Designated Idearc Subsidiary or Idearc Plan to assume and agree to pay, perform, fulfill and discharge, in accordance with their respective terms, all of the following, regardless of when or where such Liabilities arose or arise or are incurred:

(i) all Liabilities to or relating to Idearc Individuals and their dependents and beneficiaries, to the extent relating to, arising out of or resulting from employment with any member of the Verizon Group on or prior to the Distribution Date;

(ii) all Liabilities under any Individual Agreement relating to any Idearc Individual; and

(iii) all other Liabilities relating to, or arising out of, or resulting from obligations, liabilities, and responsibilities expressly assumed or retained by a member of the Idearc Group or an Idearc Plan pursuant to this Agreement or the Distribution Agreement.

 

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In addition, as of each applicable Transfer Date (or such later date as may be agreed upon by the Parties), Idearc or a Designated Idearc Subsidiary shall assume all of the Liabilities outlined in (i), (ii), and (iii) above with respect to each Delayed Transfer Employee.

(b) By Verizon . Notwithstanding Section 2.2(a), Verizon shall or shall cause the applicable Verizon Plan or Verizon Group member to agree to retain, pay, perform, fulfill and discharge all of the following:

(i) all Liabilities to or relating to Retained Employees and their dependents and beneficiaries, to the extent relating to, arising out of or resulting from former, present, or future employment with the Verizon Group;

(ii) all Liabilities to or relating to VIS VMPP DVPs and their dependents and beneficiaries, to the extent relating to, arising out of or resulting from former, present, or future employment with the Verizon Group;

(iii) all Liabilities with respect to Outstanding Awards; and

(iv) all Liabilities under the EDP or IDP.

Section 2.3. Reimbursement .

(a) By Idearc . From time to time after the Distribution, Idearc shall promptly reimburse Verizon, but in no event more than fifteen business days after delivery by Verizon of an invoice therefor containing reasonable substantiating documentation of such costs and expenses, for the cost of any obligations or Liabilities that Verizon elects to, or is compelled to, pay or otherwise satisfy, that are or that pursuant to this Agreement have become, the responsibility of Idearc or any Idearc Designated Subsidiary.

(b) By Verizon . From time to time after the Distribution, Verizon shall promptly reimburse Idearc, but in no event more than fifteen business days after delivery by Idearc of an invoice therefor containing reasonable substantiating documentation of such costs and expenses, for the cost of any obligations or Liabilities that Idearc elects to, or is compelled to, pay or otherwise satisfy, that are or that pursuant to this Agreement have become, the responsibility of Verizon.

Section 2.4. Indemnification .

(a) Idearc shall indemnify, defend and hold harmless the Verizon Indemnitees from and against all Indemnifiable Losses arising out of or due to (i) the failure of any member of the Idearc Group to pay or satisfy any Idearc Liabilities, (ii) any other breach of the duties or obligations of any member of the Idearc Group, as set forth in this Agreement, or (iii) any untrue statement or alleged untrue statement of a material fact or

 

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omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements herein not misleading, in each case to the extent relating to the Idearc Group.

(b) Verizon shall indemnify, defend and hold harmless the Idearc Indemnitees from and against all Indemnifiable Losses arising out of or due to (i) the failure of any member of the Verizon Group to pay or satisfy any Verizon Liabilities (other than Verizon Liabilities which arise due to the failure of any Idearc Group member or any Idearc Plan to satisfy any Idearc Liabilities), (ii) any other breach of the duties and obligations of any member of the Verizon Group, as set forth in this Agreement, or (iii) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements herein not misleading, in each case except to the extent relating to the Idearc Group.

Section 2.5. Procedures for Indemnification for Third-Party Claims .

(a) Verizon shall, and shall cause the other Verizon Indemnitees to, notify Idearc in writing promptly after learning of any Third-Party Claim for which any Verizon Indemnitee intends to seek indemnification from Idearc under this Agreement. Idearc shall, and shall cause the other Idearc Indemnitees to, notify Verizon in writing promptly after learning of any Third-Party Claim for which any Idearc Indemnitee intends to seek indemnification from Verizon under this Agreement. The failure of any Indemnitee to give such notice shall not relieve any Indemnifying Party of its obligations under this Article II except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Information provided to the Indemnitee and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee.

(b) Except as otherwise provided in paragraph (c) of this Section 2.5, an Indemnifying Party may, by notice to the Indemnitee and to Verizon, if Idearc is the Indemnifying Party, or to the Indemnitee and Idearc, if Verizon is the Indemnifying Party, within thirty (30) days after receipt by such Indemnifying Party of such Indemnitee’s notice of a Third-Party Claim, undertake (itself or through another member of the Group of which the Indemnifying Party is a member) the defense or settlement of such Third-Party Claim, at such Indemnifying Party’s own expense and by counsel reasonably satisfactory to the Indemnitee. If an Indemnifying Party undertakes the defense of any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim without the prior written consent of the Indemnifying Party, except that such Indemnifying Party shall not (i) require any Indemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers

 

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to be against its interests, or (ii) without the prior written consent of the Indemnitee and of Verizon, if the Indemnitee is a Verizon Indemnitee, or the Indemnitee and of Idearc, if the Indemnitee is an Idearc Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from liability with respect to such Third-Party Claim or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy. Subject to the Indemnifying Party’s control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder.

(c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one such counsel (in addition to local counsel, if any) reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible.

(d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for all Indemnitees (in addition to local counsel and its own