RESTRICTED STOCK UNIT AWARD AGREEMENT
<< Full Name>>
Date of Award:
March 12, 2010
Number of Restricted Stock Units:
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 RSU 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 restricted stock units set forth above (the RSUs), on the following terms and
During the Restricted Period, the RSUs will be
evidenced by entries in a bookkeeping ledger account which reflects the number
of RSUs credited under the Plan for your benefit. For purposes of this Agreement, the term Restricted Period means the period
designated by the Committee during which the RSUs are subject to forfeiture and
restrictions on transfer (the Forfeiture Restrictions). The Restricted Period and all Forfeiture
Restrictions on the RSUs covered hereby shall lapse as to those RSUs when the
RSUs become vested and you meet all other terms and conditions of this
Upon the date on which you cease to be a member of the
Board of Directors of the Company for any reason while in good standing, the
Company shall issue to you one share of Stock, in exchange for each RSU for
which the Forfeiture Restrictions have lapsed and thereafter you shall have no
further rights with respect to such RSU.
The Company shall cause to be delivered to you (or your legal
representative or heir) a stock certificate representing those shares of the
Stock issued in exchange for RSUs awarded hereby, and such shares of the Stock
shall be transferable by you (except to the extent that any proposed transfer
would, in the opinion of counsel satisfactory to the Company, constitute a
violation of applicable federal or state securities law).
FROM SERVICE/CHANGE IN CONTROL. The following provisions will apply in the
event you incur a Separation from Service with the Company and all Affiliates
(collectively, the Company Group),
or a Change in Control of the Company occurs, before the Expiration Date set
forth in the Agreement:
from Service Generally. Except as provided
in Section 2.2 below, if you incur a Separation from Service with the Company Group for any reason before
the third anniversary of the Date of Award (the Third Anniversary Date), the
Forfeiture Restrictions then applicable to the RSUs shall lapse on a prorated
basis by dividing the number of days during the period commencing on the
anniversary vesting date or Date of Award, as applicable, and ending on the
date of your Separation
from Service by 1095 if the date of your
Separation from Service occurs prior to the first anniversary of the Date of
Award, 730 if the date of your Separation from Service occurs after the first
anniversary of the Date of Award but prior to the second Anniversary of the
Date of Award and 365 if the date of your Separation from Service occurs after
the second anniversary of the Date of Award but prior to the Third Anniversary
Date, and the number of RSUs remaining subject to the Forfeiture Restrictions
shall be forfeited to the Company on the date of your Separation from Service.
in Control of the Company. If a Change
in Control of the Company occurs before the Third Anniversary Date while you
are an active member of the Board, all remaining Forfeiture Restrictions shall
immediately lapse on the effective date of the Change in Control of the Company.
EQUIVALENTS. If during the Restricted Period you hold any
RSUs awarded hereby and the Company pays a dividend in cash with respect to the
outstanding shares of Stock (a Cash
Dividend) or a dividend in shares of Stock with respect to the
outstanding shares of the Stock, then the Company will increase the RSUs
awarded hereby that have not been exchanged by the Company for shares of Stock
by an amount equal to the product of (a) the RSUs awarded hereby that have not
been exchanged by the Company for cash and (b) the amount of the Cash Dividend
paid per share of the Stock or the number of shares of Stock paid by the
Company per share of the Stock, as applicable (collectively, the Dividend RSUs). Each
Dividend RSU will be exchanged for shares of the Stock at the same time and on
the same basis as such RSU.
4. NONTRANSFERABILITY. Notwithstanding anything in this Agreement to
the contrary and except as specified below, the RSUs 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.
You may transfer the RSUs 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 RSUs
shall be the same as those in effect for the RSUs immediately prior to such
assignment and shall be set forth in such documents to be executed by the
assignee as the Company may deem appropriate.
You may also designate one or more persons as the beneficiary or
beneficiaries of your outstanding RSUs under the Plan, and those RSUs shall, in
accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon your death while holding those RSUs. Such
beneficiary or beneficiaries shall take the transferred RSUs subject to all the
terms and conditions of the Agreement. Except for the limited transferability
provided by the foregoing, outstanding RSUs under the Plan shall not be
assignable or transferable.
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 RSUs.
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 advisors.
OF SECURITIES. Any shares of Stock awarded hereunder 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 agree that (a) the Company may refuse to
cause the transfer of such 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