DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Date of Award:
March 12, 2010
Number of Shares:
Vesting Schedule/Restricted Period:
vested on December 31, 2010
AWARD OF RESTRICTED STOCK
OF RESTRICTED STOCK AWARD.
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 Companys Stock, set forth above as Restricted Stock on the following
terms and conditions:
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 MEMBERSHIP/CHANGE IN CONTROL. The following provisions will
apply in the event you cease to be a member of the Board of Directors of the
Company (the Board), or a Change in Control
of the Company occurs, before December 31, 2010 (the Vesting Date) under the Agreement:
Generally. Except as
specified in Section 2.2 below, if you cease to be a member of the Board before
the Vesting Date, the Forfeiture Restrictions then applicable to the Shares of
Restricted Stock 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 you cease to be a member of the Board.
2.2 Change in
Control. If a Change in Control of the
Company occurs on or before the Vesting Date while you are an active member of
the Board, then all remaining Forfeiture Restrictions shall immediately lapse
on the effective date of the Change in Control of the Company.
3. 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 the 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 the
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.
5. 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
or any company the stock of which is awarded pursuant to this Agreement to make
or authorize any adjustment, recapitalization, reorganization or other change
in its capital structure or its business, engage in any merger or
consolidation, issue any debt or equity securities, dissolve or liquidate, or
sell, lease, exchange or otherwise dispose of all or any part of its assets or
business, or engage in any other corporate act or proceeding.
6. RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED
PERIOD. During the Restricted Period, (a) any
securities of the Company distributed by the Company in respect of the Shares
of Restricted Stock will be evidenced by entries in the appropriate securities
register of the Company reflecting that such securities of the Company, if any,
have been issued in your name (the Retained
Company Securities) and (b) any securities of any company other
than the Company or any other property (other than regular cash dividends)
distributed by the Company in respect of the Shares of Restricted Stock will be
evidenced in your name by such certificates or in such other manner as the
Company determines (the Retained Other
Securities and Property) and may bear a restrictive legend to the
effect that ownership of such Retained Other Securities and Property and the
enjoyment of all rights appurtenant thereto, are subject to the restrictions,
terms, and conditions provided in the Plan and this Agreement. The Retained Company Securities and the
Retained Other Securities and Property (collectively, the Retained Distributions)