Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed in the Company's Current Report on Form 8-K filed by infoGROUP Inc. (the "Company") on December 11, 2008, the Company appointed Thomas Oberdorf as Chief Financial Officer of the Company effective December 5, 2008.
In connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Oberdorf on December 23, 2008. The Agreement provides for an annual base salary of $425,000 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. Oberdorf may also be entitled to other long-term incentives which may be awarded from time to time. Mr. Oberdorf's agreement includes a right to receive severance payments under certain conditions. As part of the agreement, Mr. Oberdorf has agreed to post-employment non-competition and non-solicitation obligations. There are no family relationships between Mr. Oberdorf and any of the Company's directors or executive officers.
A copy of Mr. Oberdorf'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 Oberdorf, dated December 23, 2008.

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