Back to top

NON-QUALIFIED STOCK OPTION AGREEMENT

Equity Contribution Agreement

NON-QUALIFIED STOCK OPTION AGREEMENT You are currently viewing:
This Equity Contribution Agreement involves

DONNELLEY R H INC | R.H. Donnelley Corporation,

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: NON-QUALIFIED STOCK OPTION AGREEMENT
Date: 8/5/2005

Search Equity Contribution Agreement by:

Document Title:

Entire Document: (optional)

50 of the Top 250 law firms use our Products every day
Ex-10.16
 

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

This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more