NON-QUALIFIED STOCK OPTION AGREEMENTEquity Contribution Agreement |
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Exhibit 10.16
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED
STOCK OPTION AGREEMENT (this “Option Agreement”) made as of
the date specified on Annex A attached hereto (the “Grant Date”),
between R.H. Donnelley Corporation, a Delaware corporation (the “Company”),
and the undersigned individual (the “Participant”), pursuant
to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may
be amended from time to time, the “2005 Plan”), a copy of
which you may access electronically on the RHD Intranet under “Human
Resources”. Unless otherwise defined herein, the terms defined in the
2005 Plan shall have the same defined meanings in this Option Agreement.
In
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the validity and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereunder,
agree as follows:
1. Grant
of Option. The Company hereby grants to the Participant the right and
option (this “Option”) to purchase all or any part of an
aggregate of the number of shares specified on Annex A of the Company’s
Common Stock, par value $1.00 per share (the “Shares”). This
Option is in all respects limited and conditioned as hereinafter provided, and
is subject to the terms and conditions of the 2005 Plan (which terms and
conditions are and automatically shall be incorporated herein by reference and
made a part hereof and shall control in the event of any conflict with any
terms of this Option Agreement). This Option is a non-qualified Option and not
an Incentive Stock Option.
2. Exercise
Price. The exercise price per share of the Shares purchasable under
this Option is specified on Annex A (the “Exercise Price”),
which is equal to the Fair Market Value of Stock as of the Grant Date.
3. Term.
Unless earlier terminated pursuant to the 2005 Plan or this Option Agreement,
this Option shall expire on the expiration date specified on Annex A (the
“Expiration Date”), which is the seventh anniversary of the
Grant Date. This Option shall not be exercisable on or after the Expiration
Date.
4. Exercise
of Option. Unless otherwise specified on Annex A, this Option may be
exercised in three equal installments of the Shares on each of the first three
anniversaries of the Grant Date, so that this Option shall be exercisable as to
all Shares on the last such anniversary. Any portion of this Option that
becomes exercisable in accordance with the foregoing shall remain exercisable,
subject to the 2005 Plan or this Option Agreement (including without limitation
Paragraph 8), until the Expiration Date or until other termination of this
Option in accordance with the 2005 Plan. Prior to the exercise of this Option
and delivery of the resulting Shares, the Participant shall not have any rights
of a stockholder with respect to this Option or the Shares subject to this
Option.
5. Method
of Exercising Option. (a) Subject to the terms and conditions of
the 2005 Plan and this Option Agreement, this Option may be exercised upon
written notice to the Company at its principal office, which is currently
located at 1001 Winstead Drive, Cary, NC 27513, Attention: Vice President
— Compensation. Such notice (a suggested form of which is
1
attached as Annex B) shall
state the Participant’s election to exercise this Option and the number
of shares with respect to which it is being exercised; shall be signed by the
Participant (or permitted assignee or legal representative); shall, if the Company
so requests, be accompanied by the investment representation statement referred
to in Paragraph 6; and shall be accompanied by payment of the full
Exercise Price of the Shares with respect to which this Option is exercised.
The Exercise Price shall be paid to the Company:
(i)
in cash or its equivalent;
(ii) in Stock previously acquired by the Participant; provided that such shares of Stock have been owned by the Participant for more than 6 months on the date of exercise and have a Fair Market Value as of the date of exercise equal to the Exercise Price of the Shares with respect to which






