Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Thomas J. McCusker as Executive Vice President for Business Conduct and General Counsel and Related Employment Agreement On December 23, 2008 infoGROUP Inc. ("the Company") appointed Thomas J. McCusker to the position of Executive Vice President for Business Conduct and General Counsel. Since 1994, Mr. McCusker, 65, had served as Executive Vice President and General Counsel at Mutual of Omaha Insurance Company. Mr. McCusker holds a Juris Doctorate and a Bachelor's degree in Economics from The University of Notre Dame.
In connection with his appointment as Executive Vice President for Business Conduct and General Counsel, the Company entered into an employment agreement with Mr. McCusker on December 23, 2008. The Agreement provides for an annual base salary of $400,000 per year, a one-time sign-on bonus of $100,000 and the opportunity for annual cash incentives based upon achievement of individual and objective Company performance criteria. Mr. McCusker may also be entitled to other long-term incentives which may be awarded from time to time. Mr. McCusker's agreement includes a right to receive severance payments under certain conditions. As part of the agreement, Mr. McCusker has agreed to post-employment non-competition and non-solicitation obligations. There are no family relationships between Mr. McCusker and any of the Company's directors or executive officers.
A copy of Mr. McCusker's employment agreement is attached as Exhibit 10.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.1 Employment Agreement between infoGROUP Inc. and Thomas J. McCusker, dated December 23, 2008.

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