infoUSA INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 7, 2007

TO THE STOCKHOLDERS:

      NOTICE IS HEREBY GIVEN that the 2007 Annual Meeting of Stockholders (the “Annual Meeting”) of infoUSA Inc., a Delaware corporation (the “Company”), will be held on June 7, 2007, at 4:00 p.m. local time, at the Company’s facility located at 11785 Beltsville Drive, Calverton, Maryland 20705, for the following purposes, as more fully described in the Proxy Statement accompanying this Notice:

      Only stockholders of record at the close of business on April 13, 2007 are entitled to receive notice of and to vote at the Annual Meeting.

      All stockholders are cordially invited to attend the Annual Meeting in person. However, to assure your representation at the Annual Meeting, you are urged to mark, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope included for that purpose. Stockholders attending the Annual Meeting may vote in person even if they have previously returned a proxy.

Omaha, Nebraska

April 27, 2007

infoUSA INC.

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

General

      The enclosed proxy is solicited on behalf of infoUSA Inc., a Delaware corporation (the “Company”), for use at its 2007 Annual Meeting of Stockholders to be held on June 7, 2007, at 4:00 p.m., local time, or at any adjournments or postponements thereof (the “Annual Meeting”), for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at the Company’s facility located at 11785 Beltsville Drive, Calverton, Maryland 20705. The Company’s principal executive offices are located at 5711 South 86th Circle, Omaha, Nebraska 68127. The Company’s telephone number is (402) 593-4500.

      These proxy solicitation materials are being mailed on or about May 4, 2007, to all stockholders entitled to vote at the Annual Meeting. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, including audited financial statements, is being mailed to stockholders concurrently with this Proxy Statement.

Record Date; Outstanding Shares

      Stockholders of record at the close of business on April 13, 2007 (the “Record Date”) are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, 55,551,379 shares of the Company’s common stock, $.0025 par value per share, were issued and outstanding. For information regarding beneficial ownership of the Company’s common stock by directors, executive officers and holders of more than five percent of the outstanding common stock, see “Security Ownership.”

Proxies; Revocability of Proxies

      The persons named as the proxy holders, Fred Vakili and Stormy L. Dean (the “proxy holders”), were selected by the Company’s Board of Directors (the “Board of Directors”) and are the Company’s officers. All properly executed proxies returned in time to be counted at the Annual Meeting will be voted. All proxies will be voted in accordance with the stockholders’ instructions, and if no choice is specified, the proxy holders will vote the proxies received by them (i) in favor of the nominees named in this Proxy Statement, (ii) in favor of the infoUSA Inc. 2007 Omnibus Incentive Plan and (iii) in favor of ratification of the selection of KPMG LLP, independent certified public accountants, as auditors of the Company for the fiscal year ending December 31, 2007. The proxy holders are authorized to vote, in their discretion, with respect to such other matters as may be properly brought before the Annual Meeting or any adjournment thereof.

      Proxies given pursuant to this solicitation may be revoked at any time before they are voted at the Annual Meeting or any adjournment thereof by delivering written notice of revocation to the Secretary of the Company or by executing a later dated proxy. Stockholders may also revoke such proxies by attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not, in and of itself, constitute revocation of a proxy. See also the “How to Vote” section of this Proxy Statement.

Voting and Solicitation

      The presence in person or by proxy of holders of a majority of the shares of stock entitled to vote at the Annual Meeting constitutes a quorum for the transaction of business. Every holder of record of common stock on the Record Date is entitled, for each share held, to one vote on each proposal or item that comes before the Annual Meeting. In the election of directors, each stockholder will be entitled to vote for three nominees and, if a quorum is present at the Annual Meeting, the three nominees with the greatest number of votes will be elected. If a quorum is present at the Annual Meeting, an affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote would be required for the (i) approval of the infoUSA Inc. 2007 Omnibus Incentive Plan and (ii) ratification of the selection of KPMG LLP, independent certified public accountants, as auditors of the Company for the fiscal year ending December 31, 2007.

      The election inspectors will treat abstentions as shares that are present and entitled to vote for the purposes of determining whether a quorum is present. With respect to the election of directors (elected by a plurality of the votes), abstentions will not be taken into account in determining the outcome of the election. With respect to other matters being considered, abstentions will have the same effect as negative votes. If a broker indicates on the proxy card that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter and will not be taken into account in determining the outcome of the votes on that matter.

      This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors. Original solicitation of proxies by mail may be supplemented by telephone or personal solicitation by directors, officers, or other regular employees of the Company. No additional compensation will be paid to directors, officers or other regular employees for their services. The Company will bear the entire cost of solicitation of proxies, including the fees and expenses payable to its professional proxy solicitor, which are described below, and the preparation, assembly, printing and mailing of this Proxy Statement, the Notice of the Annual Meeting, the enclosed proxy card and any additional information furnished to stockholders.

      The Company has engaged the services of MacKenzie Partners, Inc. to solicit proxies and to assist in the distribution of proxy materials. In connection with its retention by the Company, MacKenzie Partners, Inc. has agreed to provide consulting and analytic services and to assist in the solicitation of proxies. The Company has agreed to pay MacKenzie Partners, Inc. for its services a fee not to exceed $12,500 plus reimbursement of reasonable out-of-pocket expenses.

      Copies of solicitation materials will also be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of the Company’s common stock beneficially owned by others to forward to such beneficial owners. The Company may reimburse persons representing beneficial owners of the Company’s common stock for their costs of forwarding solicitation materials to the beneficial owners.

Deadlines for Receipt of Stockholder Proposals

      The proxy rules of the Securities and Exchange Commission (the “SEC”) permit stockholders, after timely notice to a company, to present proposals for stockholder action in a company’s proxy statement where such proposals are consistent with applicable law, pertain to matters appropriate for stockholder action and are not properly omitted by corporate action in accordance with the proxy rules. Stockholder proposals that are intended to be presented at the Company’s 2008 Annual Meeting of Stockholders must be received by the Company no later than January 5, 2007 to be included in the proxy statement and form of proxy for that meeting. Any such proposal received after that date will be considered untimely and may be excluded from the Company’s proxy materials.

      The Company’s Bylaws provide that certain requirements be met for business to properly come before the stockholders at the Annual Meeting. Among other things, stockholders intending to bring business

before the Annual Meeting must provide written notice of such intent to the Secretary of the Company. Such notice must be received by the Company no later than the close of business on the 10th day following the day on which notice of the date of the Annual Meeting was mailed or public disclosure of the same was made. The chairman of the Annual Meeting will declare that any business introduced at the Annual Meeting that did not comply with the advance notice requirement described in the preceding sentence was not properly brought before the Annual Meeting and shall not be transacted. Stockholders desiring to bring matters for action at an annual meeting should contact the Company’s Secretary for a copy of the relevant requirements.

      Additionally, any stockholder intending to nominate candidates for Board membership must send written notice of such nomination to the Secretary of the Company at least 30 but no more than 60 days prior to the Annual Meeting, with the submitting stockholder’s name, address and stockholdings and pertinent information about the proposed nominee similar to that set forth for nominees named herein. If less than 40 days’ notice of public disclosure of the date of the Annual Meeting is given or made, such stockholder notice must be received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.

How to Vote

      Even if you plan to attend the Annual Meeting you are encouraged to vote by proxy. You may vote by proxy in one of the following ways:

      If you vote by the Internet or telephone, your electronic vote authorizes the named proxy holders in the same manner as if you signed, dated and returned your proxy card. If you vote by the Internet or telephone, do not return your proxy card.

      You may change your vote at any time before the proxy is exercised. If you voted by mail, you may revoke your proxy at any time before it is voted by executing and delivering a timely and valid later-dated proxy, by voting by ballot at the Annual Meeting or by giving written notice of revocation to the Secretary. If you voted by the Internet or telephone you may also change your vote with a timely and valid later Internet or telephone vote, as the case may be, or by voting by ballot at the Annual Meeting. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give proper written notice of revocation to the Secretary before the proxy is exercised or you vote by written ballot at the Annual Meeting.

PROPOSAL ONE

ELECTION OF DIRECTORS

General

      The Board of Directors presently consists of eight directors and is divided into three classes with the term of office of one class expiring each year. The Company presently has two classes of three directors each and one class of two directors. The terms of office of Bill L. Fairfield, Anshoo S. Gupta and Elliot S. Kaplan expire at this year’s Annual Meeting. The terms of office of Bernard W. Reznicek and Dennis P. Walker expire at the 2008 Annual Meeting. The terms of office of Vinod Gupta, Dr. George F. Haddix and Dr. Vasant H. Raval expire at the 2009 Annual Meeting.

      The Company is proposing that the stockholders re-elect the three directors whose terms expire this year (Bill L. Fairfield, Anshoo S. Gupta and Elliot S. Kaplan), for terms expiring at the 2010 Annual Meeting.

Vote Required

      The three nominees receiving the highest number of affirmative votes of the shares represented at the Annual Meeting in person or by proxy and entitled to vote will be elected to the Board of Directors. Proxies cannot be voted for a greater number of persons than the number of directors to be elected.

      Unless otherwise instructed, the proxy holders will vote the proxies received for the Company’s three nominees named below. If any nominee of the Company is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the Board of Directors to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director.

THE BOARD OF DIRECTORS RECOMMENDS THAT

STOCKHOLDERS VOTE “FOR” EACH NOMINEE LISTED BELOW

Nominees for Election at the Annual Meeting

      The names of the Company’s nominees, and certain information about them, are set forth below:

      Bill L. Fairfield has served as a director of the Company since November 2005. He is currently the Chairman of DreamField Capital Ventures, LLC, a company focused on economic development of the Mid-Plains region through management services and venture capital assistance. Mr. Fairfield currently serves on the Board of Directors of The Buckle, Inc., a retailer of casual apparel, footwear and accessories for young men and women based in Kearney, Nebraska. From 2002 to 2004, Mr. Fairfield was the Executive Vice President of Sitel Corporation, a global provider of outsourced customer support services based in Omaha, Nebraska, and from 1991 to 2000, Mr. Fairfield was President and Chief Executive Officer of Inacom Corp., an Omaha-based technology management services company. Prior to 1991 Mr. Fairfield was CEO of Valcom, the predecessor company to Inacom Corp. Mr. Fairfield holds a B.S. degree in Industrial Engineering from Bradley University and an MBA from the Harvard Graduate School of Business.

      Anshoo S. Gupta has served as a director of the Company since April 2005. He is currently the President of JAG Operations, L.L.C., a management consulting company which he founded in 2003. Mr. Gupta was President of Production Systems Group at Xerox Corporation, a technology and services enterprise based in Stamford, Connecticut, from 1999 to 2002. From 1969 through 1998, Mr. Gupta held a series of financial, marketing, strategic planning, and general management positions at Xerox. Mr. Gupta also serves on the Advisory Board of the Indian Institute of Technology, Kharagpur, India. Mr. Gupta holds a B.S. in Electrical Engineering from the Indian Institute of Technology, Kharagpur, India and an M.S.E.E. and an M.B.A. from the University of Rochester, New York.

      Elliot S. Kaplan has served as a director of the Company since May 1988. He is a name partner and former Chairman of the Executive Board of the law firm of Robins, Kaplan, Miller & Ciresi L.L.P. and has practiced law continuously with that firm since 1961. Mr. Kaplan is also a director and officer of Best Buy Co., Inc. Mr. Kaplan is Vice-Chair of the University of Minnesota Foundation, Chairman of the Board of Directors of the Bank of Naples, and a director of the Minnesota Historical Society. Mr. Kaplan holds a B.A. in Business Administration and a J.D. from the University of Minnesota.

Incumbent Directors Whose Terms of Office Continue after the Annual Meeting

      The names and certain other information about the directors whose terms of office continue after the Annual Meeting are set forth below:

      Bernard W. Reznicek has served as a director of the Company since March 2006. Mr. Reznicek is currently President and Chief Executive Officer of Premier Enterprises Inc., a consulting, investment, and real estate development company. Mr. Reznicek was National Director-Special Markets, of Central States Indemnity Company, a specialty insurance company that is a member of the Berkshire Hathaway Insurance Group, from January 1997 until January 2003. Mr. Reznicek served as Dean of the College of Business of Creighton University in Omaha, Nebraska from July 1994 until January 1997 and served as Chairman and Chief Executive Officer of Boston Edison, a utility company, from September 1987 to July 1994. Mr. Reznicek serves as the Chairman of the Board of Directors of CSG Systems International, Inc. and is a director of Pulte Homes, Inc. Mr. Reznicek holds a B.S. in Business Administration from Creighton University and an M.B.A. from the University of Nebraska.

      Dennis P. Walker has served as a director of the Company since February 2003. Mr. Walker has been President and Chief Executive Officer of Jet Linx Aviation, a corporate jet fractional ownership company, since May 1999. From 1988 to 2002, he was Executive Vice President of Memberworks, Inc., a consumer services direct marketing company which he co-founded. Mr. Walker has also held senior level marketing positions with First Data Resources and IBM. Mr. Walker holds a B.A. from the University of Nebraska.

      Vinod Gupta founded the Company in February 1972 and has been Chairman of the Board of Directors since its incorporation. Mr. Gupta served as Chief Executive Officer of the Company from the time of its incorporation in 1972 until September 1997 and since August 1998. Mr. Gupta holds a B.S. in Engineering from the Indian Institute of Technology, Kharagpur, India, and an M.S. in Engineering and an M.B.A. from the University of Nebraska. Mr. Gupta also was awarded an Honorary Doctorate from the Monterey Institute of International Studies, an Honorary Doctorate from the University of Nebraska and an Honorary Doctorate from the Indian Institute of Technology. Mr. Gupta was nominated and confirmed to be the United States Consul General to Bermuda. Then, the President nominated him to be the United States Ambassador to Fiji. Due to business commitments, he withdrew his name from consideration. He was appointed by President Clinton to serve as a Trustee of the Kennedy Center for Performing Arts in Washington, D.C. Mr. Gupta is also a director of a mutual fund in the Everest mutual fund family.

      Dr. George F. Haddix has served as a director of the Company since March 1995. Dr. Haddix is Chairman and Chief Executive Officer of PKW Holdings, Inc. and PKWARE, INC., computer software companies headquartered in Milwaukee, Wisconsin. From November 1994 to December 1997, Dr. Haddix served as President of CSG Holdings, Inc. and CSG Systems International, Inc., companies providing software and information services to the communications industry. Dr. Haddix holds a B.A. from the University of Nebraska, an M.A. from Creighton University and a Ph.D. from Iowa State University, all in Mathematics.

      Dr. Vasant H. Raval has served as a director of the Company since October 2002. Dr. Raval is a Professor in the Department of Accounting at Creighton University and was the Chair of the department from July 2001 to June 2006. He joined the Creighton University faculty in 1981 and has served as Professor of Accounting and Associate Dean and Director of Graduate Programs at the College of Business Administration. Dr. Raval is a director of Syntel Inc., an electronic business solutions provider based in Troy, Michigan. Dr. Raval holds a Bachelor of Commerce degree from the University of Bombay, an M.B.A. from Indiana State University, and a Doctor of Business Administration degree from Indiana University.

Board Meetings and Committees

      The Board of Directors of the Company met 10 times during 2006, including six telephonic meetings. In addition, the Board of Directors acted once by written consent during 2006. Our independent directors have the opportunity to meet in an executive session following each regularly scheduled Board meeting. During 2006, our independent directors held 11 executive sessions in which only the independent directors participated.

      The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, the duties and activities of which are described below. The Board of Directors has determined that each member of the Board and each nominee for election to the Board, other than Vinod Gupta, is independent, as defined by the rules of the National Association of Securities Dealers (“NASD”) for companies listed on the Nasdaq Global Select Market.

      The Audit Committee currently consists of Dr. Vasant H. Raval (Chair), Bill L. Fairfield, Anshoo S. Gupta and Bernard W. Reznicek. The Audit Committee met eight times during 2006, including two telephonic meetings. Among other duties, the Audit Committee selects the Company’s independent auditors, reviews and evaluates significant matters relating to the audit and internal controls of the Company, reviews the scope and results of audits by, and the recommendations of, the Company’s independent auditors, and pre-approves all audit and permissible non-audit services provided by the auditors. Before the Company’s independent accountant is engaged by the Company to render audit or non-audit services, the engagement is approved by the Audit Committee. The Audit Committee Charter is posted on the Company’s website at www.infousa.com under the caption “Investor Relations.” A report of the Audit Committee is also contained in this Proxy Statement. Each member of the Audit Committee is independent, as independence for audit committee members is defined by the rules of the NASD, and otherwise satisfies the NASD’s requirements for audit committee membership. The Board of Directors has determined that Dr. Raval and Mr. Anshoo Gupta are “audit committee financial experts” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K.

      The Compensation Committee, which currently consists of directors Bernard W. Reznicek (Chair), Anshoo S. Gupta and Dennis P. Walker, met six times during 2006, including two telephonic meetings. The Compensation Committee has been delegated the duties of establishing the compensation of the Company’s executive officers and administering existing and future stock and option plans of the Company, including the Company’s 1997 Stock Option Plan. The details of determining the compensation of its executive officers are described in the “Compensation Discussion and Analysis” section of this Proxy Statement. The Compensation Committee Charter is posted on the Company’s website at www.infousa.com under the caption “Investor Relations.” Each member of the Compensation Committee is independent, as defined by the rules of the NASD.

      The Nominating and Corporate Governance Committee, which currently consists of Bill L. Fairfield (Chair), Dr. George F. Haddix and Bernard W. Reznicek, met seven times during 2006, including three telephonic meetings. The Nominating and Corporate Governance Committee identifies and recommends to the Board of Directors qualified director candidates, makes recommendations to the Board of Directors regarding Board committee membership, establishes, implements, and monitors practices and processes regarding corporate governance matters, and makes recommendations regarding management succession planning. The Nominating and Corporate Governance Committee Charter is posted on the Company’s website at www.infousa.com under the caption “Investor Relations.” Each member of the Nominating and Corporate Governance Committee is independent, as defined by the rules of the NASD.

      The Nominating and Corporate Governance Committee identifies director candidates primarily by considering recommendations made by directors, management and stockholders. The Nominating and Corporate Governance Committee also has the authority to retain third parties to identify and evaluate director candidates and to approve any associated fees or expenses. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The criteria applied by the Nominating and Corporate Governance Committee in the selection of director candidates is the same whether the candidate was recommended by a Board member, an executive officer, a stockholder, or a third party, and accordingly, the Board has not deemed it necessary to adopt a formal policy regarding consideration of candidates recommended by stockholders. Director candidates are evaluated on the basis of a number of factors, including the candidate’s background, skills, judgment, diversity, industry experience applicable to the Company’s business, experience with companies of comparable complexity and size, the interplay of the candidate’s experience with the experience of other Board members, the candidate’s independence or lack of independence, and the candidate’s qualifications

for committee membership. The Nominating and Corporate Governance Committee does not assign any particular weighting or priority to any of these factors, and considers each director candidate in the context of the current needs of the Board as a whole. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has selected Bill L. Fairfield, Anshoo S. Gupta and Elliot S. Kaplan as nominees for election as directors at the Annual Meeting. Messrs. Fairfield, Gupta and Kaplan are incumbent directors.

Attendance at Board Meetings and Annual Meeting

      All of the directors of the Company attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which they served at that time, except for Mr. Walker who attended 61% of such meetings. Two directors attended the 2006 Annual Meeting of Stockholders.

Board Contact Information

      If you would like to contact the Board of Directors or any committee of the Board of Directors, you can write to the Company, c/o Secretary, 5711 South 86th Circle, Omaha, Nebraska 68127. All communications will be compiled by the Secretary of the Company and submitted to the Board or the applicable committee or director on a periodic basis.

Code of Business Conduct and Ethics

      The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including its principal executive officer, principal financial officer, and principal accounting officer. The Code of Business Conduct and Ethics is posted on the Company’s website at www.infousa.com under the caption “Investor Relations.”

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

      This discussion should be read in conjunction with the tables and related discussion in beginning on page 15 of this Proxy Statement.

      Our Compensation Discussion and Analysis addresses our philosophy regarding executive compensation, how we determine executive compensation, including a discussion of each of its components, and our compensation decisions for fiscal year 2006 and, as appropriate, their impact on compensation programs in 2007.

      In this section, the terms, “we,” “our,” and “us,” refer to the Company.

      We believe that it is in the best interest of the Company and its stockholders to employ talented, committed, high-performing leaders who can sustain and improve the Company’s performance. We believe that executive compensation must serve to:

      We believe that the executive officers named in the Summary Compensation Table on page 15 of this Proxy Statement (“named executive officers” or “NEOs”) and our other executive officers are vital to the success of our business. Our NEOs have been with the Company, on average, for nearly 22 years. Senior executives who know the Company and its culture, who have industry knowledge and operational experience, and who have a track record of success are extremely valuable. Such individuals are attractive to competitors. As a result, these executives have many other opportunities. The cost of replacing these executives is high. It is therefore key to our long-term success that we set compensation effectively.

      We also believe in structuring executive compensation in a way that minimizes associated costs, including tax, accounting expense and potential stockholder dilution.

      Executive compensation is determined by the Compensation Committee of the Board of Directors. The Compensation Committee meets quarterly to consider issues relating to executive compensation. It draws on internal and external resources to provide necessary information and recommendations, as appropriate. Each year, the Compensation Committee reviews its charter to ensure that it remains consistent with stockholder interests and principles of good corporate governance.

      The Compensation Committee has from time to time retained consultants to aid it in its duties. In 2006, the Compensation Committee considered information provided by Mercer Human Resource Consulting (“Mercer”) and Pearl Meyer & Partners (“Pearl Meyer”). The Compensation Committee retained Mercer to provide market information and guidance regarding typical practices for severance and change-in-control protections for key executives. Pearl Meyer has been retained to conduct a review of the compensation of our Chief Executive Officer for 2007. The results of the study are being used in establishing the total compensation program for our Chief Executive Officer, as well as in refining our compensation strategy and setting executive officer compensation in general. This process is expected to be completed by the Compensation Committee in 2007. In determining compensation of executive officers other than the Chief Executive Officer, the Compensation Committee also seeks recommendations from the Chief Executive Officer.

      We believe that it is appropriate to take a holistic view of each executive officer’s total compensation opportunity, reviewed annually on a prospective basis, and that compensation should be awarded based on consideration of both objective and subjective factors.

      A significant portion of each executive officer’s total compensation opportunity should be performance-based, reflecting both upside potential and downside risk, with higher proportions of at-risk compensation for the most senior executives. Therefore, each executive officer’s compensation is, to a significant extent, contingent upon the achievement of specific pre-determined corporate objectives.

      However, the value of an executive’s performance cannot be measured solely by reference to objective performance indicators, and a strictly formulaic approach would not provide the flexibility we need to make compensation decisions. Therefore, we retain discretion to adjust compensation based on particular facts and circumstances.

      Each NEO’s annual total compensation is composed of a mix of compensation elements, consisting of base salary, annual performance-based cash incentive and, in some instances, longer-term equity incentives and certain personal benefits and perquisites. We expect that this mix can and should change from time to

time as our needs and objectives, and external market circumstances, change. The Compensation Committee reviews the combined value of all of the elements of compensation awarded in previous years when considering proposed compensation for the current year.

      When determining the proportion of total compensation that each element represents, the Compensation Committee, in the exercise of its business judgment, reviews current market practices and industry trends. Within the performance-based compensation category, the Compensation Committee seeks to focus the efforts of the NEOs on company goals related to continued growth and increasing stockholder value. In addition, the Compensation Committee considers the NEOs’ perceived value of the various elements of compensation and seeks input from the Chief Executive Officer (but only with respect to compensation for other NEOs) and its independent compensation consultants.

      It is critical to our long-term performance to offer our executive officers compensation opportunities that are competitive with those available to them in equivalent positions in our industry or at other publicly traded or similarly situated companies. The Compensation Committee considers publicly-available information concerning executive compensation levels paid by other companies in our industry and in relevant labor markets. As compared to the companies in our peer group, we have historically made a relatively high percentage of each executive officer’s compensation contingent upon achievement of performance goals.

      In 2006, with the assistance of Pearl Meyer, the Compensation Committee referred to the following peer group of publicly-traded companies in the information collection and distribution industry for benchmarking executive compensation in fiscal year 2007:

      For the fiscal year ended December 31, 2006, the principal components of compensation for the NEOs were: base salary; performance-based cash incentive award and discretionary cash bonus; and other personal benefits and perquisites.

      Although stock options have been granted in prior years, more recently the Compensation Committee has focused on cash compensation and has deemphasized equity-based compensation programs. The Compensation Committee determined that, in general, the grants of stock options had not adequately rewarded executives for their performance. No stock option grants or other equity awards were made in fiscal year 2006. Overall, the base salaries and cash bonuses for our executive officers tend to be higher than the cash compensation of officers at similar companies, and the equity-based component tends to be less, to achieve a balance that provides a competitive overall compensation package.

      Base salaries for each of our executive officers, including the Chief Executive Officer, are generally set within a range of salaries paid to industry peers with comparable qualifications, experience, responsibilities and performance at similar companies. In setting compensation levels, the Compensation Committee takes into account such factors as (i) our past performance and expectations of future performance, (ii) individual scope of responsibility, performance and experience, (iii) the executive compensation reports of independent consultants engaged by the Compensation Committee, (iv) past salary levels and (v) the recommendations of the Chief Executive Officer (only with respect to other executive officers). The Compensation Committee does not assign relative weights or rankings to these factors, but instead makes a determination based upon the consideration of all of these factors, as well as the progress made with respect to our long-term goals and strategies. As noted above, cash compensation tends to be above market medians to offset equity-based compensation that is below market medians.

      At its meeting in January 2006, the Compensation Committee considered base salary levels for the NEOs. Effective for fiscal year 2006, the Compensation Committee approved increases in NEO salaries as follows:

      In determining Mr. Gupta’s salary adjustment, the Compensation Committee considered that he elected not to accept an annual bonus for fiscal year 2005. In determining the salary increases for the remaining NEOs, the Compensation Committee considered that the NEOs did not receive any equity grants for the services provided to the Company in 2005. During 2006, the Compensation Committee

increased Mr. Dean’s salary from $240,000 to $280,000 in recognition of his additional responsibilities associated with being named the Chief Financial Officer of the Company.

      Our annual cash incentive plan (the “2006 Plan”) was intended to focus the NEOs’ attention on shorter-term attainment of high levels of operating and financial performance. NEOs were eligible for annual cash incentive compensation under the 2006 Plan based primarily upon the level of achievement, both by the individual officer and the Company, of performance targets established for each year, as well as on the Compensation Committee’s assessment of individual performance.

      Our annual incentive payments for NEOs are determined based on a combination of performance elements, including growth in annual revenues and profitability. All metrics were approved by the Compensation Committee to provide the balanced measurement of current external results to stockholders, efficient and effective internal decisions to generate future stockholder returns, and strategic and operational initiatives.

      The Compensation Committee set minimum, target and maximum levels for each component of the corporate financial objective portion of the 2006 Plan. As a general rule, we believe that performance targets should be set at levels that reflect excellent performance, superior to the results of typical companies in our industry, but that the targets should be achievable — that is, significant, creative effort on the part of the executive team should be required in order to attain the targets, while at the same time the targets should represent a reasonable expectation of performance assuming the team delivers the effort. To achieve this, targets are set in such a way to encourage high levels of performance and to be reasonably aligned with our strategic plan. In making the annual determination of the minimum, target and maximum levels, the Compensation Committee considers: (i) the specific circumstances facing the Company in the current year, (ii) financial objectives of our strategic plan and (iii) stockholder’s expectations regarding the Company’s performance. Depending upon the nature of the specific performance indicator, this can mean a progressive increase in target from year to year, no change, or a reduction, where external or other factors impact the expected level of an indicator, such as the impact of capital investments, divestitures or acquisitions.

      For 2006, the quantitative criteria for incentive awards to the NEOs, except for Mr. Mallin, were based on increases in the Company’s 2006 pre-tax income over 2005 pre-tax income. For Mr. Mallin, the quantitative criteria were based on operational performance relative to a pre-established group of key accounts. The maximum incentive payment under the 2006 Plan was 100% of the executive’s base salary for 2006. No payment was awarded under the 2006 Plan unless a threshold level of performance was achieved. For fiscal year 2006, the Compensation Committee provided incentive awards based on quantitative factors to Ms. Messer and Messrs. Vakili and Dean.

      The Compensation Committee also bases cash bonuses on discretionary factors, including changing business conditions, special projects (such as acquisitions) and strategic initiatives, among others. For fiscal year 2006, the Compensation Committee awarded discretionary cash bonuses to Ms. Messer and Messrs. Dean, Mallin and Vakili. Mr. Mallin received a discretionary cash bonus in recognition of his contributions in connection with the Company’s acquisition activities and his superior performance as the Company reorganized its operations resulting in changes to his day-to-day responsibilities. Ms. Messer and Messrs. Dean and Vakili also received discretionary cash bonuses in recognition for their contributions in connection with the Company’s acquisition activities.

      At the beginning of the 2006 fiscal year, Mr. Gupta requested that the Compensation Committee not award any incentive or bonus payments to him for his services provided to the Company during that year. At the end of the 2006 fiscal year, the Compensation Committee advised Mr. Gupta that he was eligible for an annual bonus of $510,000 based on the same pre-tax income performance criteria that were used for

the other NEOs. Notwithstanding the Compensation Committee’s determination regarding the proposed bonus, Mr. Gupta elected not to receive any bonus award for his service to the Company in 2006.

      For fiscal year 2006, the NEOs’ performance incentive awards and discretionary cash bonuses were as follows:

      The amounts set forth above for the NEOs’ 2006 performance incentive awards and discretionary cash bonuses are also set forth in the Summary Compensation Table on page 15 of this Proxy Statement.

      The compensation of our NEOs includes certain benefits and arrangements that provide a personal benefit and are generally available to all employees. The NEOs are eligible for the same retirement savings, health and welfare programs offered to exempt employees, including a 401(k) plan, medical, dental and vision coverage, wellness programs, use of our employee assistance program, short and long-term disability, and paid time off in accordance with company policies. For programs to which employees contribute premiums, executives are subject to the same premium structure as other exempt employees.

      In addition to the benefits program described above, our policy is to provide our executives with only those benefits that are related to bona fide business activities. We provide home office allowances to certain executive officers to increase their accessibility and to allow them to perform their business responsibilities from their homes. Ms. Messer and Messrs. Gupta, Mallin and Vakili received home office allowances during fiscal year 2006. Mr. Dean received an automobile allowance during fiscal year 2006. Other benefits include the use for business travel of aircraft in which the Company has a fractional ownership interest. The Company’s policy provides that the aircraft be used for business purposes only. The Chief Executive Officer, however, may authorize additional passengers to travel on the aircraft as long as any incremental increase in the cost is de minimis. The same policy is applicable for the use of a boat that is leased by the Company for customer and business development activities, such as client entertainment. The Company also pays for certain country club memberships for the Chief Executive Officer, which memberships are used for business entertainment purposes only.

      In 2006, the Company reimbursed Mr. Gupta for the $10,000 fee paid to an executive compensation consultant engaged by him during his discussions with the Compensation Committee regarding his 2006 compensation, including his decision not to receive any incentive award or bonus payments for fiscal year 2006.

      See footnote 5 to the “All Other Compensation” column in the Summary Compensation Table on page 16 of this Proxy Statement for a description of other personal benefits and perquisites provided to some or all of the NEOs.

      Each NEO, other than Mr. Gupta, is party to a Severance Agreement with the Company that provides for certain payments upon termination of employment and/or change in control. The Compensation Committee determined that such arrangements were appropriate based on their prevalence

within the information collection and distribution industry, as well as for public companies in general, and the dynamic nature of mergers and acquisitions activity within this industry.

      Given the nature of the responsibilities of the NEOs, we also recognize that they could be involved in critical decisions relating to a potential change in control transaction and responsible for the successful implementation of such transactions, while being at risk of losing their jobs if a change in control transaction is consummated. The Severance Agreements are intended to provide sufficient protection for the NEOs to permit them to consider potential transactions that are in the best interest of our stockholders without being unduly influenced by the possible effects of the transaction on their employment and compensation.

      In 2006, the Compensation Committee engaged Mercer to provide data and information to establish severance arrangements between the Company and certain key officers. The Compensation Committee reviewed information provided by Mercer relating to market practices for severance arrangements. As a result of this review, the Compensation Committee authorized the Company to enter into Severance Agreements with Ms. Messer and Messrs. Dean, Mallin and Vakili.

      The Severance Agreements are described in greater detail in the “Other Potential Post-Employment Payments — Severance Agreements” section of this Proxy Statement.

      The Compensation Committee carefully considers the tax impact of our compensation programs on the Company as well as on the NEOs. For example, the Compensation Committee has considered the impact of tax provisions such as Section 162(m) in structuring our executive compensation program and, to the extent reasonably possible in light of compensation goals and objectives, the compensation paid to the NEOs has been structured so as to qualify as performance-based and deductible for federal income tax purposes under Section 162(m). However, in light of the competitive nature of the market for executive talent, the Compensation Committee believes that it is more important to encourage the NEOs to remain focused on building stockholder value than to use a particular compensation practice or structure solely to ensure tax deductibility, and thus retains discretion to address tax deductibility of executive compensation as one key element of compensation decisions.

COMPENSATION COMMITTEE REPORT

      The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

SUMMARY COMPENSATION TABLE

      The following table sets forth the compensation paid by the Company for fiscal year 2006 to the Company’s Chief Executive Officer, Chief Financial Officer and each of the Company’s three most highly compensated executive officers who were serving as executive officers as of December 31, 2006 and whose total compensation exceeded $100,000 for fiscal year 2006 (collectively, the “Named Executive Officers” or “NEOs”):

GRANTS OF PLAN-BASED AWARDS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2006

OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS

Severance Agreements

      In February 2006, the Company entered into Severance Agreements with Edward C. Mallin, Monica Messer, Fred Vakili, and Stormy L. Dean. Each of the Severance Agreements provides that if the executive’s employment is terminated either (i) by the Company for any reason other than Cause (as defined in the Severance Agreement), or (ii) by the executive for Good Reason (as defined in the Severance Agreement), the Company will make payments to the executive at a rate equal to the executive’s Total Compensation (as defined below) for a period from 6 months to 24 months, depending on the length of service completed by the executive. In addition, if the executive elects to continue health and/or dental insurance coverage under COBRA, the Company will pay the employer portion of the monthly premium until the executive obtains substantially equivalent insurance coverage, but, in any event, for not more than 12 months. “Total Compensation” means the executive’s base salary as in effect at the time of termination, plus the average of the executive’s annual bonus amount for the three calendar years preceding the year in which the executive’s employment terminates. If the Company becomes subject to a Change in Control (as defined below) and within twelve (12) months after such Change in Control, the executive’s employment is terminated either (i) by the Company for any reason other than Cause, or (ii) by the executive for Good Reason, the Company shall pay to the executive a lump sum based on the executive’s Total Compensation. The amount of the lump sum will be from one time up to three times the executive’s Total Compensation, depending on the length of service completed by the executive, together with additional payments sufficient to compensate for certain federal excise taxes. In addition, if the executive elects to continue health and/or dental insurance coverage under COBRA, the Company will pay the employer portion of the monthly premium until the executive obtains substantially equivalent insurance coverage, but, in any event, for not more than 12 months. Also, all shares of capital stock, stock options, performance units, stock appreciation rights, or other derivative securities of the Company held by the executive at the time of termination will become fully vested and exercisable. If the executive’s employment terminates as a result of the executive’s death or Disability (as defined in the Severance Agreement), the Company shall pay the executive’s accrued compensation through the termination date, and a pro rata portion of the executive’s target bonus for the year in which termination occurs. To receive any severance benefits, the executive must execute a general release of all claims against the Company, and must refrain from competing with the Company and from soliciting the Company’s employees for a period of up to 12 months after the date of termination. If it is determined that any payment or distribution will be subject to the excise tax imposed under Internal Revenue Code Section 280G, then the executive will be entitled to receive an additional payment or “gross up” to ensure that severance payments are not diminished.

      For purposes of the Severance Agreements, a “Change in Control” includes (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets; (iii) a change in the majority of the board of directors without the approval of the incumbent board; (iv) any incumbent director who beneficially owns more than twenty percent (20%) of the total voting power represented by the Company’s then outstanding voting securities involuntarily ceasing to be a director; or (v) any transaction as a result of which any person first becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing at least 15% of the total voting power represented by the Company’s then outstanding voting securities.

Potential Payments under the Severance Agreements

      The following tables set forth the payments the NEOs, other than Mr. Gupta, who is not a party to a Severance Agreement with the Company, would receive if they were terminated as of December 31, 2006.

Potential Payments to Stormy L. Dean upon the Occurrence of Certain Events

Potential Payments to Edward C. Mallin upon the Occurrence of Certain Events

Potential Payments to Monica Messer upon the Occurrence of Certain Events

Potential Payments to Fred Vakili upon the Occurrence of Certain Events

BOARD COMPENSATION

      Non-employee directors receive an annual cash retainer of $48,000, payable in monthly installments of $4,000 each. Mr. Vinod Gupta does not receive compensation for his service on the Board of Directors.

      The chair of each standing Board committee, in addition to other compensation he receives for services as a director, receives an annual cash retainer of $12,000, payable in monthly installments of $1,000 each. Each of the chair of the Audit Committee and the Lead Independent Director receives, in

addition to other compensation he receives for services as a director or a committee chair, an additional annual cash retainer of $12,000, payable in monthly installments of $1,000 each.

OUTSTANDING DIRECTOR EQUITY AWARDS

AT FISCAL YEAR-END

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      In 2006, the following individuals served as members of the Compensation Committee: Bill L. Fairfield (Chair), Dr. George F. Haddix and Dennis P. Walker. No member of the Compensation Committee is or ever has been an executive officer or employee of the Company (or any of its subsidiaries), and no “compensation committee interlocks” existed during fiscal year 2006.

SECURITY OWNERSHIP

      The following table sets forth the beneficial ownership of the Company’s common stock as of the Record Date (i) by each of the executive officers named in the table under “Executive Compensation — Summary Compensation Table,” (ii) by each director, (iii) by all current directors and executive officers as a group and (iv) by all persons known to the Company to be the beneficial owners of more than 5% of the Company’s common stock:

CERTAIN TRANSACTIONS

      During 2006, prior to the acquisition of Opinion Research Corporation by the Company, the Company purchased 33,000 shares of Opinion Research Corporation common stock from the Vinod Gupta Revocable Trust for $236,231. Vinod Gupta Revocable Trust is 100% owned by Vinod Gupta, the Company’s Chairman of the Board and Chief Executive Officer. In addition, the Company received a payment for $94,869 from the Vinod Gupta Revocable Trust associated with gains the trust had previously received on sale of Opinion Research Corporation common stock.

      During 2006, the Company received a payment from the Vinod Gupta Revocable Trust for $132,300 for reimbursement for short-swing profits the trust had previously received on sale of the Company common stock.

      Laurel Gupta, the spouse of Vinod Gupta, is an employee of the Company and received $159,996 in salary and compensation for fiscal year 2006. Prior to joining the Company, Ms. Gupta was employed by Cameron Associates in New York as an Investor Relations Executive and worked in institutional equity sales with Morgan Stanley. Ms. Gupta holds an M.B.A. in Finance from Stern School of Business at NYU.

      The Company has retained the law firm of Robins, Kaplan, Miller & Ciresi L.L.P. to provide certain legal services. Elliot S. Kaplan, a director of the Company, is a name partner and former Chairman of the Executive Board of Robins, Kaplan, Miller & Ciresi L.L.P. The Company paid a total of $1,092,211 to this law firm during 2006.

      The Company has adopted a written policy that the Audit Committee pre-approve all transactions between the Company and our officers, directors, principal stockholders and their affiliates that are over $120,000. Any transactions between the Company and our officers, directors, principal stockholders and their affiliates that are less than $120,000 are reviewed by the Audit Committee but may be approved by the Company’s Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

      Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that, during the fiscal year ended December 31, 2006, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were timely complied with, except that the following reports were filed late: two Forms 4 reporting stock option exercises for each of Fred Vakili and Dennis Walker; two Forms 4 reporting multiple transactions for Vinod Gupta not previously reported; and a Form 4 reporting one transaction by each of Martin Kahn and Vinod Gupta.

PROPOSAL TWO

APPROVAL OF THE infoUSA Inc. 2007 OMNIBUS INCENTIVE PLAN

      This section provides a summary of the terms of the infoUSA Inc. 2007 Omnibus Incentive Plan (the “2007 Omnibus Incentive Plan”) and the proposal to approve the 2007 Omnibus Incentive Plan.

      The Board of Directors approved the 2007 Omnibus Incentive Plan on April 20, 2007, subject to approval from our stockholders at the Annual Meeting. We are asking our stockholders to approve our 2007 Omnibus Incentive Plan as we believe that approval of the plan is essential to our continued success. The purpose of the 2007 Omnibus Incentive Plan is to attract and retain highly qualified officers, directors, key employees and other key individuals, and to motivate these individuals to serve the Company and to expend maximum effort to improve the business results and earnings of the Company by providing these individuals an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. In the judgment of the Board of Directors, an initial or increased grant under the 2007 Omnibus Incentive Plan will be a valuable incentive and will serve to the ultimate benefit of stockholders by aligning more closely the interests of 2007 Omnibus Incentive Plan participants with those of our stockholders.

      If our stockholders approve the 2007 Omnibus Incentive Plan, the number of shares of the Company’s common stock reserved for issuance under the 2007 Omnibus Incentive Plan will equal (i) the number of shares remaining available for issuance under the Company’s 1997 Option Plan, as amended (the “1997 Plan”), which, as of the Record Date was 3,526,282 shares, plus (ii) any shares of common stock that are subject to outstanding awards granted under the 1997 Plan that expire or are forfeited, canceled or settled for cash after the effective date of the 2007 Omnibus Incentive Plan without delivery of shares of common stock. If our stockholders approve the 2007 Omnibus Incentive Plan, no further awards will be made pursuant to the 1997 Plan.

      On the Record Date, the closing price of the Company’s common stock was $10.14 per share.

      Because participation and the types of awards under the 2007 Omnibus Incentive Plan are subject to the discretion of the Compensation Committee, the benefits or amounts that will be received by any participant or group of participants if the 2007 Omnibus Incentive Plan is approved are not currently determinable. On the Record Date, there were approximately eight executive officers, 3,869 employees and seven non-employee directors of the Company and its subsidiaries who were eligible to participate in the 2007 Omnibus Incentive Plan.

      Unless otherwise instructed, the proxy holders will vote the proxies received in favor of the proposal to approve the 2007 Omnibus Incentive Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” THE APPROVAL OF THE infoUSA Inc. 2007 OMNIBUS INCENTIVE PLAN

Equity Compensation Plan Information

      All of our outstanding options have been granted under the 1997 Plan, which was approved by our stockholders. The Company does not have any warrants or stock appreciation rights outstanding. The following table summarizes information about our equity compensation plans at December 31, 2006:

Description of the 2007 Omnibus Incentive Plan

      A description of the provisions of the 2007 Omnibus Incentive Plan is set forth below. This summary is qualified in its entirety by the detailed provisions of the 2007 Omnibus Incentive Plan, a copy of which is attached as Appendix A to this Proxy Statement.

      Administration. The 2007 Omnibus Incentive Plan is administered by the Compensation Committee of the Board of Directors. Subject to the terms of the plan, the Compensation Committee may select participants to receive awards, determine the types of awards and terms and conditions of awards, and interpret provisions of the plan. Members of the Compensation Committee are appointed by the Board of Directors.

      Common Stock Reserved for Issuance under the Plan. The Company’s common stock issued or to be issued under the 2007 Omnibus Incentive Plan consists of authorized but unissued shares and treasury shares. If any shares covered by an award are not purchased or are forfeited, or if an award otherwise terminates without delivery of any common stock, then the number of shares of common stock counted against the aggregate number of shares available under the plan with respect to the award will, to the extent of any such forfeiture or termination, again be available for making awards under the 2007 Omnibus Incentive Plan.

      Eligibility. Awards may be made under the 2007 Omnibus Incentive Plan to employees of or consultants to the Company or any of our affiliates, including any such employee who is an officer or director of the Company or of any affiliate, and to any other individual whose participation in the plan is determined to be in the best interests of the Company by the Board of Directors.

      Amendment or Termination of the Plan. The Board of Directors may terminate or amend the 2007 Omnibus Incentive Plan at any time and for any reason. The 2007 Omnibus Incentive Plan shall terminate, in any event, ten years after its effective date. Amendments will be submitted for stockholder approval to the extent required by the Internal Revenue Code or other applicable laws, rules or regulations.

      Options. The 2007 Omnibus Incentive Plan permits the granting of options to purchase shares of the Company’s common stock intended to qualify as incentive stock options under the Internal Revenue Code and stock options that do not qualify as incentive stock options.

      The exercise price of each stock option may not be less than 100% of the fair market value of the Company’s common stock on the date of grant. The fair market value is generally determined as the closing price of the common stock on the date of grant. In the case of certain 10% stockholders who receive incentive stock options, the exercise price may not be less than 110% of the fair market value of the common stock on the date of grant. An exception to these requirements is made for options that the Company grants in substitution for options held by employees of companies that the Company acquires. In such a case the exercise price is adjusted to preserve the economic value of the employee’s stock option from his or her former employer.

      The term of each stock option is fixed by the Compensation Committee and may not exceed 10 years from the date of grant. The Compensation Committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments. The exercisability of options may be accelerated by the Compensation Committee.

      In general, an optionee may pay the exercise price of an option by cash, certified check, by tendering shares of Company’s common stock, or by means of a broker-assisted cashless exercise.

      No amendment or modification may be made to an outstanding stock option or stock appreciation right that would be treated as a repricing under the rules of the stock exchange on which the shares of common stock are listed (currently the Nasdaq Global Select Market), without the approval of the Company’s stockholders.

      Stock options and stock appreciation rights granted under the 2007 Omnibus Incentive Plan may not be sold, transferred, pledged or assigned other than by will or under applicable laws of descent and distribution. However, the Company may permit limited transfers of non-qualified options for the benefit of immediate family members of grantees to help with estate planning concerns.

      Other Awards. The Compensation Committee may also award:

      Effect of Certain Corporate Transactions. Certain change of control transactions involving the Company, such as a sale of the Company, may cause awards granted under the 2007 Omnibus Incentive Plan to vest, unless the awards are continued or substituted for in connection with the change of control transaction.

      Adjustments for Stock Dividends and Similar Events. The Compensation Committee will make appropriate adjustments in outstanding awards and the number of shares available for issuance under the 2007 Omnibus Incentive Plan, including the individual limitations on awards, to reflect stock splits and other similar events.

      Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code limits publicly-held companies such as the Company to an annual deduction for federal income tax purposes of $1 million for compensation paid to their covered employees. However, performance-based compensation is excluded from this limitation. The 2007 Omnibus Incentive Plan is designed to permit the Compensation Committee to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m).

      To qualify as performance-based:

In the case of compensation attributable to stock options, the performance goal requirement (summarized in (i) above) is deemed satisfied, and the certification requirement (summarized in (iv) above) is inapplicable, if the grant or award is made by the compensation committee; the plan under which the option is granted states the maximum number of shares with respect to which options may be granted during a specified period to an employee; and under the terms of the option, the amount of compensation is based solely on an increase in the value of the common stock after the date of grant.

      Under the 2007 Omnibus Incentive Plan, one or more of the following business criteria, on a consolidated basis, and/or with respect to specified subsidiaries or business units (except with respect to the total stockholder return and earnings per share criteria), are used exclusively by the Compensation Committee in establishing performance goals:

      Business criteria may be measured on an absolute or relative basis and on a GAAP or non-GAAP basis.

      Under the Internal Revenue Code, a director is an “outside director” of the Company if he or she is not a current employee of the Company; is not a former employee who receives compensation for prior services (other than under a qualified retirement plan); has not been an officer of the Company; and does not receive, directly or indirectly (including amounts paid to an entity that employs the director or in which the director has at least a five percent ownership interest), remuneration from the Company in any capacity other than as a director.

      The maximum number of shares of the Company’s common stock subject to options or stock appreciation rights that can be awarded under the 2007 Omnibus Incentive Plan to any person is 1,000,000 per year. The maximum number of shares of common stock that can be awarded under the 2007 Omnibus Incentive Plan to any person, other than pursuant to an option or stock appreciation right, is 1,000,000 per year. The maximum amount that may be earned as an annual incentive award or other cash award in any fiscal year by any one person is $1,500,000, and the maximum amount that may be earned as a performance award or other cash award in respect of a performance period by any one person is $4,500,000.

Federal Income Tax Consequences

      Incentive Stock Options. The grant of an option will not be a taxable event for the grantee or for the Company. A grantee will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any gain realized upon a disposition of the Company’s common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the grantee holds the shares of common stock for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). We will not be entitled to any business expense deduction with respect to the exercise of an incentive stock option, except as discussed below.

      For the exercise of an option to qualify for the foregoing tax treatment, the grantee generally must be our employee or an employee of our subsidiary from the date the option is granted through a date within three months before the date of exercise of the option.

      If all of the foregoing requirements are met except the holding period requirement mentioned above, the grantee will recognize ordinary income upon the disposition of the common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. We will be allowed a business expense deduction to the extent the grantee recognizes ordinary income, subject to our compliance with Section 162(m) of the Internal Revenue Code and to certain reporting requirements.

      Non-Qualified Options. The grant of an option will not be a taxable event for the grantee or the Company. Upon exercising a non-qualified option, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified option, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised).

      If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

      A grantee who has transferred a non-qualified stock option to a family member by gift will realize taxable income at the time the non-qualified stock option is exercised by the family member. The grantee will be subject to withholding of income and employment taxes at that time. The family member’s tax basis in the shares of the Company’s common stock will be the fair market value of the shares of common stock on the date the option is exercised. The transfer of vested non-qualified stock options will be treated as a completed gift for gift and estate tax purposes. Once the gift is completed, neither the transferred options nor the shares acquired on exercise of the transferred options will be includable in the grantee’s estate for estate tax purposes.

      In the event a grantee transfers a non-qualified stock option to his or her ex-spouse incident to the grantee’s divorce, neither the grantee nor the ex-spouse will recognize any taxable income at the time of the transfer. In general, a transfer is made “incident to divorce” if the transfer occurs within one year after the marriage ends or if it is related to the end of the marriage (for example, if the transfer is made pursuant to a divorce order or settlement agreement). Upon the subsequent exercise of such option by the ex-spouse, the ex-spouse will recognize taxable income in an amount equal to the difference between the exercise price and the fair market value of the shares of common stock at the time of exercise. Any distribution to the ex-spouse as a result of the exercise of the option will be subject to employment and income tax withholding at this time.

      Restricted Stock. A grantee who is awarded restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares of common stock are subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). However, the grantee may elect under Section 83(b) of the Internal Revenue Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the common stock on the date of the award (less the purchase price, if any), determined without regard to the restrictions. If the grantee does not make such a Section 83(b) election, the fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and dividends paid while the common stock is subject to restrictions will be subject to withholding taxes. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

      Stock Units. There are no immediate tax consequences of receiving an award of stock units under the 2007 Omnibus Incentive Plan. A grantee who is awarded stock units will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such grantee at the end of the restriction period or, if later, the payment date. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

      Dividend Equivalent Rights. Participants who receive dividend equivalent rights will be required to recognize ordinary income in an amount distributed to the grantee pursuant to the award. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

      Stock Appreciation Rights. There are no immediate tax consequences of receiving an award of stock appreciation rights under the 2007 Omnibus Incentive Plan. Upon exercising a stock appreciation right, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

      Performance and Annual Incentive Awards. The award of a performance or annual incentive award will have no federal income tax consequences for us or for the grantee. The payment of the award is taxable to a grantee as ordinary income. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

      Unrestricted Common Stock. Participants who are awarded unrestricted common stock will be required to recognize ordinary income in an amount equal to the fair market value of the shares of common stock on the date of the award, reduced by the amount, if any, paid for such shares. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

      Section 280(G). To the extent payments which are contingent on a change in control are determined to exceed certain Code limitations, they may be subject to a 20% nondeductible excise tax and the Company’s deduction with respect to the associated compensation expense may be disallowed in whole or in part.

      Section 409A. The Company intends for awards granted under the plan to comply with Section 409A of the Code. To the extent a grantee would be subject to the additional 20% excise tax imposed on certain nonqualified deferred compensation plans as a result of a provision of an award under the plan, the provision will be deemed amended to the minimum extent necessary to avoid application of the 20% excise tax.

PROPOSAL THREE

RATIFICATION OF SELECTION OF AUDITORS

      KPMG LLP (“KPMG”) served as the Company’s independent auditors for the fiscal year ended December 31, 2006, and has been selected as the Company’s independent auditors for the fiscal year ending December 31, 2007. A representative of KPMG is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

      The Audit Committee has the responsibility for selecting our independent accountants, and stockholder ratification is not required. However, the selection is being submitted for ratification at the Annual Meeting with a view towards soliciting the stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations. If the selection of KPMG is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of other independent accountants. The Audit Committee may terminate the engagement of KPMG as the Company’s independent accountants without the approval of the stockholders, whenever in its sole discretion the Audit Committee deems termination necessary or appropriate.

Audit Fees

      The following table presents the aggregate fees billed to the Company for professional services rendered by KPMG for the audit of the Company’s fiscal year 2006 and 2005 annual financial statements and for other professional services rendered by KPMG in fiscal year 2006 and 2005.

      The above amounts include out-of-pocket expenses incurred by KPMG. The Audit Committee pre-approved all non-audit services described above. A copy of the Audit Committee’s pre-approved policy with respect to non-audit services is attached as Appendix B to this Proxy Statement. The Audit Committee has considered whether the provision of the services described above was and is compatible with maintaining the independence of KPMG.

AUDIT COMMITTEE REPORT

      The Audit Committee of the Board of Directors of the Company oversees the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Committee operates under a written charter adopted by the Board of Directors, which is posted on the Company’s website at www.infousa.com under the caption “Investor Relations.” The charter provides that the Audit Committee shall consist of at least three directors who are independent, as independence for audit committee members is defined by the rules of the NASD. Management is responsible for the Company’s internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Committee’s responsibility is to monitor and oversee these processes.

      In this context, the Committee met and held discussions with management and the independent accountants. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Committee reviewed and discussed the consolidated financial statements with management and the independent accountants. The Committee also discussed with management, the internal auditors and the independent accountants the quality and adequacy of the Company’s internal controls and the internal audit department’s organization, responsibilities, budget and staffing. The Committee reviewed both with the independent accountants and internal auditors their audit plans, audit scope and identification of audit risks. The Committee discussed with the independent accountants matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Company’s independent accountants also provided to the Committee the written disclosures required by Independence Standard No. 1 (Independence Discussions with Audit Committees), and the Committee discussed with the independent accountants that firm’s independence.

      Based upon the Committee’s discussion with management and the independent accountants and the Committee’s review of the representations of management and the report of the independent accountants, the Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC.

      Unless otherwise instructed, the proxy holders will vote the proxies in favor of the proposal to ratify the selection of KPMG LLP as auditors for the fiscal year ending December 31, 2007.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

THE RATIFICATION OF THE SELECTION OF KPMG LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007

OTHER MATTERS

      Except as described in this Proxy Statement, the Company knows of no other matters to be submitted to the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed proxy card to vote the shares they represent in their discretion.

Omaha, Nebraska

April 27, 2007

APPENDIX A

infoUSA INC.

2007 OMNIBUS INCENTIVE PLAN

TABLE OF CONTENTS

infoUSA Inc.

2007 STOCK INCENTIVE PLAN

      infoUSA Inc., a Delaware corporation (the “Company”), sets forth herein the terms of its 2007 Omnibus Incentive Plan (the “Plan”), as follows:

      The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate such persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, stock units, unrestricted stock, dividend equivalent rights and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.

      For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

      2.1     “Affiliate” means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.

      2.2     “Annual Incentive Award” means an Award made subject to attainment of performance goals (as described in Section 14) over a performance period of up to one year (the Company’s fiscal year, unless otherwise specified by the Committee).

      2.3     “Award” means a grant of an Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Stock Unit, Dividend Equivalent Rights, or cash award under the Plan.

      2.4     “Award Agreement” means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

      2.5     “Benefit Arrangement” shall have the meaning set forth in Section 15 hereof.

      2.6     “Board” means the Board of Directors of the Company.

      2.7     “Cause” means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.

      2.8     “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

      2.9     “Committee” means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.2.

      2.10     “Company” means infoUSA, Inc.

      2.11     “Corporate Transaction” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity (other than persons who are stockholders or Affiliates immediately prior to the transaction) owning 50% or more of the combined voting power of all classes of stock of the Company.

      2.12     “Covered Employee” means a Grantee who is a covered employee within the meaning of Section 162(m)(3) of the Code.

      2.13     “Disability” means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

      2.14     “Dividend Equivalent Right” means a right, granted to a Grantee under Section 13 hereof, to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

      2.15     “Effective Date” means June 7, 2007, the date the Plan is approved by the Company’s stockholders.

      2.16     “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

      2.17     “Fair Market Value” means the value of a share of Stock, determined as follows: if on the Grant Date or other determination date the Stock is listed on an established national or regional stock exchange, is admitted to quotation on The Nasdaq Stock Market, Inc. or is publicly traded on an established securities market, the Fair Market Value of a share of Stock shall be the closing price of the Stock on such exchange or in such market (if there is more than one such exchange or market the Board shall determine the appropriate exchange or market) on the Grant Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Stock is not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Stock as determined by the Board in good faith in a manner consistent with Code Section 409A.

      2.18     “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the Grantee) control the management of assets, and any other entity in which one or more of these persons (or the Grantee) own more than fifty percent of the voting interests.

      2.19     “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the Board.

      2.20     “Grantee” means a person who receives or holds an Award under the Plan.

      2.21     “Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

      2.22     “Non-qualified Stock Option” means an Option that is not an Incentive Stock Option.

      2.23     “Option” means an option to purchase one or more shares of Stock pursuant to the Plan.

      2.24     “Option Price” means the exercise price for each share of Stock subject to an Option.

      2.25     “Other Agreement” shall have the meaning set forth in Section 15 hereof.

      2.26     “Outside Director” means a member of the Board who is not an officer or employee of the Company.

      2.27     “Performance Award” means an Award made subject to the attainment of performance goals (as described in Section 14) over a performance period of up to ten (10) years.

      2.28     “Plan” means this infoUSA Inc. 2007 Omnibus Incentive Plan.

      2.29     “Purchase Price” means the purchase price for each share of Stock pursuant to a grant of Restricted Stock or Unrestricted Stock.

      2.30     “Reporting Person” means a person who is required to file reports under Section 16(a) of the Exchange Act.

      2.31     “Restricted Stock” means shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.

      2.32     “SAR Exercise Price” means the per share exercise price of an SAR granted to a Grantee under Section 9 hereof.

      2.33     “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

      2.34     “Service” means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final, binding and conclusive.

      2.35     “Service Provider” means an employee, officer or director of the Company or an Affiliate, or a consultant or adviser currently providing services to the Company or an Affiliate.

      2.36     “Stock” means the common stock, par value $.0025 per share, of the Company.

      2.37     “Stock Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9 hereof.

      2.38     “Stock Unit” means a bookkeeping entry representing the equivalent of one share of Stock awarded to a Grantee pursuant to Section 10 hereof.

      2.39     “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

      2.40     “Substitute Awards” means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines.

      2.41     “Ten Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

      2.42     “Unrestricted Stock” means an Award pursuant to Section 11 hereof.

      3.1.  Board

      The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and by-laws and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company’s certificate of incorporation and by-laws and applicable law. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive.

      3.2.  Committee.

      The Board from time to time may delegate to the Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable provisions, as the Board shall determine, consistent with the certificate of incorporation and by-laws of the Company and applicable law.

In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the extent permitted by law, the Committee may delegate its authority under the Plan to a member of the Board.

      3.3.  Terms of Awards.

      Subject to the other terms and conditions of the Plan, the Board shall have full and final authority to:

      The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is an employee of the Company or an Affiliate thereof and is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable.

      Notwithstanding the foregoing, no amendment or modification may be made to an outstanding Option or SAR that would be treated as a repricing under the rules of the stock exchange on which the Stock is listed, without the approval of the stockholders of the Company.

      3.4.  Deferral Arrangement.

      The Board may permit or require the deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock equivalents, restricting deferrals to comply with hardship distribution rules affecting 401(k) plans. Any such deferrals shall be made in a manner that complies with Code Section 409A.

      3.5.  No Liability.

      No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.

      3.6.  Share Issuance/ Book-Entry

      Notwithstanding any provision of this Plan to the contrary, the issuance of the Stock under the Plan may be evidenced in such a manner as the Board, in its discretion, deems appropriate, including, without limitation, book-entry registration or issuance of one or more Stock certificates.