Form 8-K DEX MEDIA, INC. For: Oct 30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

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Pursuant to Section�13 or 15(d)�of the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported): October�30, 2014

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DEX MEDIA,�INC.

(Exact name of registrant as specified in its charter)

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Delaware

(State or other jurisdiction of incorporation)

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Registrant�s telephone number, including area code:� (972) 453-7000

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o����������������������������������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����������������������������������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����������������������������������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����������������������������������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition.

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On November�4, 2014, Dex Media,�Inc. (the �Company� or �Dex Media�) issued a press release announcing its financial results for the three and nine months ended September�30, 2014.� A copy of the press release is furnished as part of this Current Report on Form�8-K as Exhibit�99.1 and is incorporated herein by reference.

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The information in this Current Report on Form�8-K will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Resignation of Executive Vice President � Chief Financial Officer and Treasurer

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On November�4, 2014, the Company announced that Samuel D. Jones, the Company�s Executive Vice President � Chief Financial Officer and Treasurer, will resign as an executive officer of the Company effective November�14, 2014. To ensure a smooth transition of his responsibilities, the Company and Mr.�Jones have entered into a Consulting Services Agreement, dated November�4, 2014 (the �Jones Consulting Agreement�), pursuant to which the Company will retain Mr.�Jones as a consultant for a term of twelve months, beginning on November�14, 2014. While he serves as a consultant, Mr.�Jones will receive a monthly fee of $25,000, payable on a monthly basis in arrears.� Mr.�Jones will receive severance benefits pursuant to the Company�s Severance Plan � Executive Vice President and Above, effective as of July�30, 2014 (the �Severance Plan�).� The severance benefits will be paid or provided to Mr.�Jones in the manner as provided in the Severance Plan.� The Company�s obligation to pay or provide severance benefits to Mr.�Jones are contingent on Mr.�Jones executing a general release agreement in connection with the termination of Mr.�Jones� employment with the Company.

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The foregoing description of the Jones Consulting Agreement is qualified in its entirety by reference to the full text of the Jones Consulting Agreement, a copy of which is filed as Exhibit�10.1 to this Current Report on Form�8-K and incorporated by reference herein.

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Resignation of Executive Vice President � Operations

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Frank P. Gatto, the Company�s Executive Vice President - Operations, resigned as an executive officer of the Company effective October�31, 2014.� To ensure a smooth transition of his responsibilities, the Company and Mr.�Gatto have entered into a Consulting Services Agreement, dated October�31, 2014 (the �Gatto Consulting Agreement�), pursuant to which the Company will retain Mr.�Gatto as a consultant for a term of twelve months, beginning on October�31, 2014. While he serves as a consultant, Mr.�Gatto will receive a monthly fee of $16,650, payable on a monthly basis in arrears.� Mr.�Gatto will receive severance benefits pursuant to the Severance Plan.� The severance benefits will be paid or provided to Mr.�Gatto in the manner as provided in the Severance Plan.� The Company�s obligation to pay or provide severance benefits to Mr.�Gatto are contingent on Mr.�Gatto executing a general release agreement in connection with the termination of Mr.�Gatto�s employment with the Company.

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The foregoing description of the Gatto Consulting Agreement is qualified in its entirety by reference to the full text of the Gatto Consulting Agreement, a copy of which is filed as Exhibit�10.2 to this Current Report on Form�8-K and incorporated by reference herein.

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Appointment of Executive Officers

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On November�4, 2014, the Company announced the appointment of Paul D. Rouse, 55, as Executive Vice President � Chief Financial Officer and Treasurer of the Company, effective November�14, 2014.� In such capacity, Mr.�Rouse will serve as the principal financial and accounting officer of the Company. Prior to accepting this position with the Company, Mr.�Rouse has been the Chief Financial Officer of Apple and Eve LLC, one of the largest privately held juice companies in the USA, since 2012. Mr.�Rouse was previously employed by Yellowbook Inc. from 1987 until 2012 and served as Vice President of Finance and Treasurer which included responsibility for Corporate and Business Development and had previously been the Controller of the company. Mr.�Rouse began his carrier in international internal audit at JPMorgan and public accounting at Ernst and Young LLP. There are no relationships between Mr.�Rouse and the Company or its subsidiaries that would require disclosure pursuant to Item 404(a)�of Regulation S-K.

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Mr.�Rouse�s will receive an annual base salary of $450,000 and will be eligible for a short-term incentive award opportunity with a target of 70% of his base salary, based upon satisfaction of performance goals and criteria defined and approved by the Compensation and Benefits Committee of the Board of Directors.

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If the Company terminates Mr.�Rouse�s employment for reasons other than Cause (as defined in the Severance Plan) or Mr.�Rouse resigns for Good Reason (as defined in the Severance Plan), he is entitled to receive severance benefits in accordance with all of the terms and conditions of the Severance Plan. Mr.�Rouse has also agreed to be bound by customary restrictions with respect to the use of the Company�s confidential information, as well as customary non-compete and non-solicitation covenants.

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A copy of the Company�s press release announcing the appointment of Mr.�Rouse and other executive management changes is attached as Exhibit�99.2 to this Current Report on Form�8-K and is incorporated herein by reference.

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Effective November�4, 2014, Mr.�Del Humenik, the Company�s chief operating officer will become the Company�s Executive Vice President � Chief Revenue Officer, with responsibility for managing sales for the Company. Under the Company�s new management structure, the position of chief operating officer has been eliminated.

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In connection with Mr.�Humenik�s appointment as Executive Vice President � Chief Revenue Officer, Mr.�Humenik and the Company entered into a Confirmation of Severance Protection Letter, effective as of November�4, 2014 (the �Confirmation Letter�).� The Confirmation Letter provides for an extended severance protection period under the Severance Plan if the Company terminates Mr.�Humenik�s employment for reasons other than Cause or Mr.�Humenik resigns for Good Reason. The foregoing description of the Confirmation Letter is qualified in its entirety by reference to the full text of the Confirmation Letter, a copy of which is filed as Exhibit�10.3 to this Current Report on Form�8-K and incorporated by reference herein.

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Item�9.01. Financial Statements and Exhibits.

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(d)����Exhibits.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT�INDEX

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Exhibt�10.1

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CONSULTING SERVICES AGREEMENT

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THIS CONSULTING SERVICES AGREEMENT (this �Agreement�) dated as of November�4, 2014 by and between Dex Media,�Inc. (the �Company�), and Samuel D. Jones (the �Consultant�).� For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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1.������������������������������������� Employment Termination.� The parties acknowledge and agree that the Consultant�s full-time employment with the Company shall cease on November�14, 2014 (the �Employment Termination Date�).� Effective as of the Employment Termination Date, the Consultant hereby automatically resigns all of the Consultant�s positions at the Company and its affiliates without the need to execute any additional documents to evidence the foregoing.� The Employment Termination Date shall be the termination date of the Consultant�s employment for purposes of active participation in and coverage under all benefit plans and programs sponsored by or through the Company or its affiliates.� From the date hereof until the Employment Termination Date, the Company shall continue to pay the Consultant�s regular base salary, and the Consultant generally will continue to be eligible for all employee benefits to which the Consultant is currently entitled.

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2.������������������������������������� Consulting Period.� The Company shall retain the Consultant pursuant to the terms of this Agreement, and the Consultant shall provide the �Services� (as defined in Section�3 hereof), for a period beginning on the Employment Termination Date and ending on the date that is twelve (12) months thereafter.� Notwithstanding the foregoing, the Consultant or the Company may terminate the consulting arrangement hereunder at any time and for any reason (or no reason) by providing the other party with at least thirty (30) days� advance written notice of such termination; provided that the foregoing notice period shall not be required for a termination of this consulting arrangement by the Company for �Cause� (as defined below); and provided, further, that if the Company terminates this consulting arrangement other than for Cause and other than as a result of the Consultant securing full-time employment with another employer in an executive level capacity, in either case, prior to the six (6)-month anniversary of the Employment Termination Date, the Company shall pay to the Consultant the remaining unpaid consulting fees that would have been paid to the Consultant through the six (6)-month anniversary of the Employment Termination Date in cash in a single lump sum within thirty (30) days following the effective date of the termination of this consulting arrangement.� The period of time between the Employment Termination Date and the termination of the Consultant�s service relationship with the Company hereunder shall be referred to herein as the �Consulting Period.�

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For purposes hereof, the term �Cause� shall mean any of the following as reasonably determined by the Board of Directors of the Company in its good-faith discretion:� (a)�the Consultant�s willful and continued failure substantially to perform the Services (other than as a result of total or partial incapacity due to physical or mental illness), (b)�any willful act or omission by the Consultant constituting dishonesty, fraud or other malfeasance, which, in any such case, is demonstrably (and, in the case of other

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malfeasance, materially) injurious to the financial condition or business reputation of the Company, or (c)�the Consultant�s conviction of a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business, which materially impairs the value of the Services to be provided by the Consultant to the Company.

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3.������������������������������������� Services.� During the Consulting Period, the Company hereby retains the Consultant as a senior advisor to the Company to perform the services set forth on Exhibit�A hereto (the �Services�).� The Consultant shall perform the Services at such times and in such manner as mutually agreed between the Company and the Consultant from time to time; provided that, to the extent that the Company does not require the Consultant to perform the Services at the Company�s headquarters, the Consultant may perform the Services at a location of the Consultant�s choice so long as the Consultant is available to report by telephone or in person as reasonably requested by the Company.� During the Consulting Period, the Consultant shall report to the Chief Executive Officer of the Company, and must remain reasonably and directly accessible to Company management and all members of the Audit and Finance Committee of the Company.� The parties understand and agree that there could be a range of time devoted in the performance of the Services, which may require concentrated periods of work contrasted with periods of less concentrated work.

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4.������������������������������������� Compensation; Business Expenses.� During the Consulting Period, the Consultant shall be entitled to receive a monthly fee of $25,000, payable on a monthly basis in arrears.� Upon presentation of appropriate documentation, the Consultant shall be reimbursed, in accordance with the Company�s expense reimbursement policy, for all reasonable business expenses incurred in connection with the Consultant�s performance of the Services.

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5.������������������������������������� Independent Contractor Status.� The Consultant acknowledges and agrees that the Consultant�s status at all times shall be that of an independent contractor, and that the Consultant may not, at any time, act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the Company therefor.� The parties hereby acknowledge and agree that all consulting fees paid pursuant to Section�4 hereof shall represent fees for services as an independent contractor, and shall therefor be paid without any deductions or withholdings taken therefrom for taxes or for any other purpose.� The Consultant further acknowledges that the Company makes no warranties as to any tax consequences regarding payment of such fees, and specifically agrees that the determination of any tax liability or other consequences of any payment made hereunder is the Consultant�s sole and complete responsibility and that the Consultant will pay all taxes, if any, assessed on such payments under the applicable laws of any Federal, state, local or other jurisdiction and, to the extent not so paid, will indemnify the Company for any taxes so assessed against the Company.� The Consultant also agrees that during the Consulting Period, the Consultant shall not be eligible to participate in any of the employee benefit plans or arrangements of the Company, except

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to the extent required by applicable law or pursuant to any severance plan of the Company under which the Consultant is covered.

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6.������������������������������������� Governing Law; Jurisdiction.� This Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice of law provisions thereof.� Each of the parties agrees that any dispute between the parties shall be resolved only in the state and federal courts located in the State of Texas and the appellate courts having jurisdiction of appeals in such courts.� In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a)�submits in any proceeding relating to this Agreement or the Consultant�s performance of the Services, or for the recognition and enforcement of any judgment in respect thereof (a �Proceeding�), to the exclusive jurisdiction of the state and federal courts located in the State of Texas and the appellate courts having jurisdiction of appeals from the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Texas state courts or, to the extent permitted by law, in such federal courts, (b)�consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Consultant or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c)�waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Consultant�s service with the Company, or the Consultant�s or the Company�s performance under, or the enforcement of, this Agreement, (d)�agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Consultant�s or the Company�s address as provided in Section�8 hereof, and (e)�agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Texas.� The parties acknowledge and agree that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses.

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7.������������������������������������� Assignment.� This Agreement is personal to each of the parties hereto.� Except as provided in this Section�7, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto.� The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company.

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8.������������������������������������� Notices.� For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a)�on the date of delivery, if delivered by hand, (b)�on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c)�on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d)�on the fourth business day following the date delivered or mailed by United States

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registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

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9.������������������������������������� Severability.� To the extent that any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

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10.������������������������������ Counterparts.� This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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11.������������������������������ Miscellaneous.� No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Consultant and such officer or other authorized individual as may be designated by the Board of Directors of the Company.� No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.� This Agreement and any other agreement entered into contemporaneously herewith represent the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and thereof, supersede any and all other agreements, verbal or otherwise, between the parties hereto concerning such subject matter, and no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof or thereof have been made by either party which are not expressly set forth herein or therein.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

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Exhibit�10.2

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CONSULTING SERVICES AGREEMENT

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THIS CONSULTING SERVICES AGREEMENT (this �Agreement�) is dated as of October�31, 2014 by and between Dex Media,�Inc. (the �Company�), and Frank Gatto (the �Consultant�).� For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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1.������������������������������������� Employment Termination.� The parties acknowledge and agree that the Consultant�s full-time employment with the Company shall cease on October�31, 2014 (the �Employment Termination Date�).� Effective as of the Employment Termination Date, the Consultant hereby automatically resigns all of the Consultant�s positions at the Company and its affiliates without the need to execute any additional documents to evidence the foregoing.� The Employment Termination Date shall be the termination date of the Consultant�s employment for purposes of active participation in and coverage under all benefit plans and programs sponsored by or through the Company or its affiliates.� From the date hereof until the Employment Termination Date, the Company shall continue to pay the Consultant�s regular base salary, and the Consultant generally will continue to be eligible for all employee benefits to which the Consultant is currently entitled.

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2.������������������������������������� Consulting Period.� The Company shall retain the Consultant pursuant to the terms of this Agreement, and the Consultant shall provide the �Services� (as defined in Section�3 hereof), for a period beginning on the Employment Termination Date and ending on the date that is twelve (12) months thereafter.� Notwithstanding the foregoing, the Consultant or the Company may terminate the consulting arrangement hereunder at any time and for any reason (or no reason) by providing the other party with at least thirty (30) days� advance written notice of such termination; provided that the foregoing notice period shall not be required for a termination of this consulting arrangement by the Company for �Cause� (as defined below).� The period of time between the Employment Termination Date and the termination of the Consultant�s service relationship with the Company hereunder shall be referred to herein as the �Consulting Period.�

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For purposes hereof, the term �Cause� shall mean any of the following as reasonably determined by the Board of Directors of the Company in its good-faith discretion:� (a)�the Consultant�s willful and continued failure substantially to perform the Services (other than as a result of total or partial incapacity due to physical or mental illness), (b)�any willful act or omission by the Consultant constituting dishonesty, fraud or other malfeasance, which, in any such case, is demonstrably (and, in the case of other malfeasance, materially) injurious to the financial condition or business reputation of the Company, or (c)�the Consultant�s conviction of a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business, which materially impairs the value of the Services to be provided by the Consultant to the Company.

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3.������������������������������������� Services.� During the Consulting Period, the Company hereby retains the Consultant as a senior advisor to the Company to perform the services set forth on Exhibit�A hereto (the �Services�).� The Consultant shall perform the Services at such times and in such manner

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as mutually agreed between the Company and the Consultant from time to time; provided that, to the extent that the Company does not require the Consultant to perform the Services at the Company�s headquarters, the Consultant may perform the Services at a location of the Consultant�s choice so long as the Consultant is available to report by telephone or in person as reasonably requested by the Company.� During the Consulting Period, the Consultant shall report to the Chief Executive Officer of the Company, and must remain reasonably and directly accessible to Company management.

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4.������������������������������������� Compensation; Business Expenses.� During the Consulting Period, the Consultant shall be entitled to receive a monthly fee of $16,650, payable on a monthly basis in arrears.� Upon presentation of appropriate documentation, the Consultant shall be reimbursed, in accordance with the Company�s expense reimbursement policy, for all reasonable business expenses incurred in connection with the Consultant�s performance of the Services.

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5.������������������������������������� Independent Contractor Status.� The Consultant acknowledges and agrees that the Consultant�s status at all times shall be that of an independent contractor, and that the Consultant may not, at any time, act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the Company therefor.� The parties hereby acknowledge and agree that all consulting fees paid pursuant to Section�4 hereof shall represent fees for services as an independent contractor, and shall therefor be paid without any deductions or withholdings taken therefrom for taxes or for any other purpose.� The Consultant further acknowledges that the Company makes no warranties as to any tax consequences regarding payment of such fees, and specifically agrees that the determination of any tax liability or other consequences of any payment made hereunder is the Consultant�s sole and complete responsibility and that the Consultant will pay all taxes, if any, assessed on such payments under the applicable laws of any Federal, state, local or other jurisdiction and, to the extent not so paid, will indemnify the Company for any taxes so assessed against the Company.� The Consultant also agrees that during the Consulting Period, the Consultant shall not be eligible to participate in any of the employee benefit plans or arrangements of the Company, except to the extent required by applicable law or pursuant to any severance plan of the Company under which the Consultant is covered.

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6.������������������������������������� Governing Law; Jurisdiction.� This Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice of law provisions thereof.� Each of the parties agrees that any dispute between the parties shall be resolved only in the state and federal courts located in the State of Texas and the appellate courts having jurisdiction of appeals in such courts.� In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a)�submits in any proceeding relating to this Agreement or the Consultant�s performance of the Services, or for the recognition and enforcement of any judgment in respect thereof (a �Proceeding�), to the exclusive jurisdiction of the state and federal courts located in the State of Texas and the appellate courts having jurisdiction of

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appeals from the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Texas state courts or, to the extent permitted by law, in such federal courts, (b)�consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Consultant or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c)�waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Consultant�s service with the Company, or the Consultant�s or the Company�s performance under, or the enforcement of, this Agreement, (d)�agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Consultant�s or the Company�s address as provided in Section�8 hereof, and (e)�agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Texas.� The parties acknowledge and agree that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses.

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7.������������������������������������� Assignment.� This Agreement is personal to each of the parties hereto.� Except as provided in this Section�7, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto.� The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company.

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8.������������������������������������� Notices.� For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a)�on the date of delivery, if delivered by hand, (b)�on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c)�on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d)�on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

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9.������������������������������������� Severability.� To the extent that any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

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10.������������������������������ Counterparts.� This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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11.������������������������������ Miscellaneous.� No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Consultant and such officer or other authorized individual as may be designated by the Board of Directors of the Company.� No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.� This Agreement and any other agreement entered into contemporaneously herewith represent the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and thereof, supersede any and all other agreements, verbal or otherwise, between the parties hereto concerning such subject matter, and no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof or thereof have been made by either party which are not expressly set forth herein or therein.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

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Exhibit�10.3

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Dex Media,�Inc.

2200 West Airfield Drive

P.O.�Box 619810

D/FW Airport, Texas 75261

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November�4, 2014

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Mr.�Del Humenik

Chief Revenue Officer

Dex Media,�Inc.

2200 West Airfield Drive

P.O.�Box 619810

D/FW Airport, Texas 75261

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Re:���������������������������� Confirmation of Severance Protection

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Dear Del:

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On behalf of Dex Media,�Inc. (the �Company�), and in partial consideration of your transition to your new role as Chief Revenue Officer of the Company,�I am pleased to confirm our mutual understanding regarding the severance protection with which the Company has agreed to provide you on a going forward basis.

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Following the date of this letter, in the event that your employment with the Company is terminated by the Company without �Cause� or by you for �Good Reason� (each, as defined in the Company�s Severance Plan - Executive Vice President and Above Effective as of July�30, 2014 (the �Severance Plan�)), you will be entitled to receive severance benefits in accordance with all of the terms and conditions of the Severance Plan as in effect on the date hereof, without regard to any subsequent modification or termination thereof, subject to the following express modifications:

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������������������ Through April�30, 2015.� For the period commencing on the date hereof and continuing through April�30, 2015, you will be eligible to receive the severance benefits under Section�4.2 of the Severance Plan in accordance with the terms and conditions thereof.

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������������������ From May�1, 2015 through December�31, 2016.� For the period commencing on May�1, 2015 and continuing through December�31, 2016, you will be eligible to receive the severance benefits under Section�4.1 of the Severance Plan in accordance with the terms and conditions thereof, provided that if a �Change in Control� (as defined in the Severance Plan) occurs during such period, you will be eligible to receive the severance benefits under Section�4.2 of the Severance Plan in accordance with the terms and conditions thereof.

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������������������ Calendar Year 2017 and Future Calendar Years.� For the period commencing on January�1, 2017 and continuing for future calendar years, you will be eligible to receive the severance benefits under Section�4.1 of the Severance Plan in accordance with the terms and conditions thereof, provided that the cash severance will consist of a lump sum payment equal to 52 weeks of base pay plus one times your target bonus, provided, further that if a Change in Control occurs during such period, you will be eligible to receive the severance benefits under Section�4.2 of the Severance Plan in accordance with the terms and conditions thereof.

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������������������ Measurement of Base Pay and Target Bonus Amount.� For purposes of measuring your base pay and target bonus amount payable under the Severance Plan in accordance with the terms and conditions thereof and the modifications thereto as set forth above, your base pay will be deemed to be $600,000 and your target bonus amount will be deemed to be $510,000.

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Additionally, by signing below, you hereby understand, acknowledge and agree that the changes to the terms and conditions of your employment with the Company do not give rise to grounds for you to terminate your employment with the Company for Good Reason based on any circumstances existing on or prior to the date hereof, and you hereby irrevocably, knowingly and voluntarily waive any such Good Reason termination rights that you had or may have with respect to any events occurring on or prior to the date of your signature below.

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On behalf of the Company,�I look forward to working with you to advance the continued success of the Company.

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2

Exhibit�99.1

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Media Relations Contact:

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Suzanne Keen

972-453-7875

[email protected]

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Investor Relations Contact:

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Cliff Wilson

972-453-6188

[email protected]

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Dex Media announces third quarter 2014 earnings

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DALLAS, Nov.�4, 2014 � Dex Media,�Inc. (NASDAQ: DXM), one of the largest national providers of social, local and mobile marketing solutions through direct relationships with local businesses, today announced financial results for the third quarter and nine months ended Sept. 30, 2014.

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Key highlights year to date 2014:

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������������������ Grew digital ad sales by 10.9%

������������������ Generated net cash provided by operating activities of $305M

������������������ Retired $314M of bank debt

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�The Company�s progress with digital ad sales and continued focus on expense management enabled positive results in the third quarter,� said Joe Walsh, newly appointed president and CEO of Dex Media. �We are encouraged by client interest in our bundle solutions as well as the early results of our enhanced sales recruiting and training efforts. These outcomes further reinforce our commitment to helping local businesses grow.�

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Third Quarter and Nine Months Ended Sept. 30, 2014

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(1)�������������������������������� These represent non-GAAP measures. Pro forma Operating Revenue includes Dex One Corporation (Dex One) and SuperMedia Inc. (SuperMedia), the predecessor companies, operating revenue as if the merger had occurred prior to 2012 and excludes the impact of acquisition accounting, as required by U.S. GAAP. Adjusted Pro forma EBITDA represents earnings before interest; taxes; depreciation and amortization; and other nonrecurring items, including adjustments for reorganization items, merger transaction costs, merger integration costs, severance costs, asset write downs, and employee benefit plan amendments. Adjusted Pro forma EBITDA includes Dex One and SuperMedia EBITDA as if the merger had occurred prior to 2012; and excludes the impact of acquisition accounting, as required by U.S. GAAP. Adjusted Pro forma EBITDA margin is calculated by dividing Adjusted Pro forma EBITDA by Pro forma Operating Revenue.

(2)�������������������������������� Advertising sales is an operating measure which represents the annual contract value of print directories published and digital contracts sold.� It is important to distinguish advertising sales from revenue, which under U.S. GAAP are recognized under the deferral and amortization method. Advertising sales are a leading indicator of revenue recognition and are presented on a combined basis, including both former Dex One and former SuperMedia, for the three months and nine months ended Sept.30, 2014 and 2013.

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Cash provided by operations for the nine months ended Sept. 30, 2014 was $305 million less $15 million in capital expenditures which resulted in free cash flow, a non-GAAP measure, of $290 million.� The Company had a cash balance of $145 million as of Sept. 30, 2014.

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Acquisition Accounting Statement

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On April�30, 2013, the merger of Dex One and SuperMedia was consummated, with 100% of the equity of SuperMedia being exchanged for equity in Dex Media.� We accounted for the business combination using the acquisition method of accounting, with Dex One identified as the acquiring entity for accounting purposes.� As a result of the acquisition of SuperMedia, our GAAP results for the nine months ended Sept. 30, 2013 exclude the operating results of SuperMedia prior to April�2013. Prior to the merger with Dex One, SuperMedia had deferred revenue and deferred directory costs on its consolidated balance sheet.� These amounts represented future revenue and cost that would have been amortized by SuperMedia from May�2013 through April�2014 that was not recognized by Dex Media.� As a result of acquisition accounting, the fair value of deferred revenue and deferred directory costs was determined to have no future value, thus were not recognized in the operating results of Dex Media. The exclusion of these items from our operating results did not have any impact on the cash flows of Dex Media.� See the attached schedules and our quarterly filing on Form�10-Q for additional information on the merger and the financial impacts on our results.

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Earnings Call and Webcast Information

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Dex Media will host an investor call at 10�a.m. EST today. Individuals within the United States can access today�s call by dialing 888-603-6873. International participants should dial 973-582-2706. The pass code for the call is: 18495589. In order to ensure a prompt start time, please dial into the call by 9:50�a.m. EST.� A replay of the teleconference will be available at 800-585-8367.� International callers can access the replay by calling 404-537-3406. The replay pass code is: 18495589. The replay will be available through Nov.�28, 2014. In addition, a live webcast will be available on Dex Media�s website in the Investor Relations section at www.dexmedia.com.

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Basis of Presentation and Non-GAAP Financial Measures

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The financial information accompanying this release provides a reconciliation of GAAP to non-GAAP and adjusted pro forma non-GAAP results.� Dex Media believes that the use of non-GAAP financial measures provides useful information to investors to gain an overall understanding of its current financial performance. Specifically, Dex Media believes the non-GAAP results provide useful information to management and investors by excluding certain nonrecurring items that Dex Media believes are not indicative of its core operating results. In addition, non-GAAP financial measures are used by management for budgeting and forecasting as well as subsequently measuring Dex Media�s performance, and Dex Media believes that non-GAAP results provide investors with financial measures that most closely align to its internal financial measurement processes.

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About Dex Media

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Dex Media (NASDAQ: DXM) is a full-service media company offering integrated marketing solutions that deliver measurable results. As the marketing department for more than 500,000 small and medium-sized businesses across the U.S., Dex Media helps them Get Found, Get Chosen and Get Talked About. The company�s widely used consumer services include the�DexKnows.com� and�Superpages.com� search portals�and�applications�as well as�local print directories. For more information, visit�www.DexMedia.com.

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Forward-Looking Statements

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Some statements included in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Statements that include the words �may,� �will,� �could,� �should,� �would,� �believe,� �anticipate,� �forecast,� �estimate,� �expect,� �preliminary,� �intend,� �plan,� �project,� �outlook� and similar statements of a future or forward-looking nature identify forward-looking statements. You should not place undue reliance on these statements, as they are not guarantees of future performance. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following: our inability to provide assurance for the long-term continued viability of our business; failure to comply with the financial covenants and other restrictive covenants in our credit facilities; limitations on our operating and strategic flexibility and the ability to operate our business, finance our capital needs or expand business strategies under the terms of our credit facilities; limited access to capital markets and increased borrowing costs resulting from our leveraged capital structure and debt ratings; changes in our credit rating; changes in our operating performance; reduced advertising spending and increased contract cancellations by our clients, which causes reduced revenue; declining use of print yellow page�directories by consumers; our ability to collect trade receivables from clients to whom we extend credit; credit risk associated with our reliance on small and medium sized businesses as clients; our

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�ability to anticipate or respond to changes in technology and user preferences; our ability to maintain agreements with major Internet search and local media companies; competition from other yellow page�directory publishers and other traditional and new media including increased competition from existing and emerging digital technologies; changes in the availability and cost of paper and other raw materials used to print our directories; our reliance on third-party providers for printing, publishing and distribution services; our ability to attract and retain qualified key personnel; our ability to maintain good relations with our unionized employees; changes in labor, business, political and economic conditions; changes in governmental regulations and policies and actions of federal, state and local municipalities impacting our businesses; the outcome of pending or future litigation and other claims; the risk that anticipated cost savings, growth opportunities and other financial and operating benefits as a result of the merger of Dex One and SuperMedia may not be realized or may take longer to realize than expected; and other events beyond our control that may result in unexpected adverse operating results.

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The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the periodic and other reports we file with the Securities and Exchange Commission, including the information in �Item 1A. Risk Factors� in Part�I of our Annual Report on Form�10-K for the year ended Dec.�31, 2013. All forward-looking statements included in this release are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Note: Please see accompanying reconciliation end notes.

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