EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Date of Award:
March 12, 2010
Number of Shares:
Vesting Schedule/Restricted Period:
(3) years, with vesting in equal installments of one-third (1/3) on the
anniversary date of the Date of Award in each of the years.
AWARD OF RESTRICTED
OF RESTRICTED STOCK AWARD.
The Human Resources Committee (the Committee)
of the Board of Directors of SuperMedia Inc., a Delaware corporation (the Company), pursuant to the SuperMedia Inc.
2009 Long-Term Incentive Plan (the Plan),
hereby awards to you, the above-named Grantee, effective as of the Date of
Award set forth above (the Date of Award),
that number of shares (the Shares)
of the Common Stock, set forth above as Restricted Stock on the following terms
the Restricted Period, the Shares of Restricted Stock will be evidenced by
entries in the stock register of the Company reflecting that such Shares of
Restricted Stock have been issued in your name.
For purposes of this Agreement, the term Restricted Period means the period designated by the
Committee during which the Shares may not be sold, assigned, transferred,
pledged, or otherwise encumbered.
Shares that are awarded hereby to you as Restricted Stock shall be subject to
the prohibitions and restrictions set forth herein with respect to the sale or
other disposition of such Shares and the obligation to forfeit and surrender
such Shares to the Company (the Forfeiture
Restricted Period and all Forfeiture Restrictions on the Restricted Stock
covered hereby shall lapse as to those Shares when the Shares become vested and
you meet all other terms and conditions of this Agreement.
2. TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL. The following provisions will
apply in the event your employment with the Company and all Affiliates
(collectively, the Company Group)
terminates, or a Change in Control occurs, before the third anniversary of the
Date of Award (the Third Anniversary Date) under this
Generally. If your
employment with the Company Group terminates on or before the Third Anniversary
Date for any reason, the Forfeiture Restrictions then applicable to the Shares
of Restricted Stock shall not lapse and the number of Shares of Restricted
Stock then subject to the Forfeiture Restrictions shall be forfeited to the
Company on the date your employment terminates, except that the Committee, at
its sole option and election, may permit the Forfeiture Provisions to lapse only
in part if you are terminated without cause.
2.2 Change in
Control. If a Change in Control occurs
on or before the Third Anniversary Date, all remaining Forfeiture Restrictions
shall immediately lapse on the date the Change in Control occurs.
3. TAX WITHHOLDING. To the extent that the receipt of the Shares
of Restricted Stock or the lapse of any Forfeiture Restrictions results in income,
wages or other compensation to you for any income, employment or other tax
purposes with respect to which the Company has a withholding obligation, you
shall deliver to the Company at the time of such receipt or lapse, as the case
may be, such amount of money as the Company may require to meet its obligation
under applicable tax laws or regulations, and, if you fail to do so, the
Company is authorized to withhold from the Shares awarded hereby or from any
cash or stock remuneration or other payment then or thereafter payable to you
any statutory minimum tax required to be withheld by reason of such taxable
income, wages or compensation sufficient to satisfy the withholding obligation
based on the last per share sales price of the Common Stock for the trading day
immediately preceding the date that the withholding obligation arises, as
reported in the NASDAQ Composite Transactions.
4. NONTRANSFERABILITY. Notwithstanding anything in
this Agreement to the contrary and except as specified below, the Shares of
Restricted Stock awarded to you under this Agreement shall not be transferable
or assignable by you other than by will or the laws of descent and distribution
to the extent then subject to Forfeiture Restrictions. You may transfer the
Shares to (a) a member or members of your immediate family, (b) to a
revocable living trust established exclusively for you or you and your spouse, (c) a
trust under which your immediate family members are the only beneficiaries or (d) a
partnership of which your immediate family members are the only partners. For this purpose, immediate family means
your spouse, children, stepchildren, grandchildren, parents, grandparents,
siblings (including half brothers and sisters), and individuals who are family
members by adoption.
The terms applicable to the assigned Shares
shall be the same as those in effect for the Shares immediately prior to such
assignment and shall be set forth in such documents to be executed by the
assignee as the Committee may deem appropriate.
You may also designate one or more persons as the beneficiary or
beneficiaries of your Shares of Restricted Stock under the Plan, and those
Shares shall, in accordance with such designation, automatically be transferred
to such beneficiary or beneficiaries upon your death while holding those
Shares. Such beneficiary or beneficiaries shall take the transferred Shares of
Restricted Stock subject to all the terms and conditions of this Agreement.
Except for the limited transferability provided by the foregoing, outstanding
Shares of Restricted Stock under the Plan shall not be assignable or
transferable to the extent then subject to Forfeiture Restrictions.
None of the Company, its
employees or directors makes any representations or guarantees concerning the
tax consequences associated with the inclusion of this provision in this
Agreement or your transfer of the Shares of Restricted Stock. It is your sole responsibility to seek advice from your own tax
advisors concerning those tax consequences.
You are entitled to rely upon only the tax advice of your own tax
OF SECURITIES. Shares awarded hereby that are no longer
subject to Forfeiture Restrictions may not be sold or otherwise disposed of in
any manner that would constitute a violation of any applicable federal or state
securities laws. You also agree that (a) the
Company may refuse to cause the transfer of the Shares to be registered on the
stock register of the Company if such proposed transfer would in the opinion of
counsel satisfactory to the Company constitute a violation of any applicable
federal or state securities law and (b) the Company may give related
instructions to the transfer agent, if any, to stop registration of the
transfer of the Shares.
6. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Shares of
Restricted Stock shall not affect in any way the right or power of the Company
to make or