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FORM OF AMENDMENT OF AWARDS,
CONSENT AND WAIVER
This consent and
waiver (the “Consent”) confirms the understanding
reached between the undersigned and R.H. Donnelley, a Delaware
corporation (the “Company”) regarding certain
accelerated vesting provisions with respect to the
undersigned’s outstanding stock options and other stock-based
awards (the “Awards”) granted by the Company and any
other rights the undersigned would be entitled to under the Plans
(as defined below) as a result of a Change of Control resulting
from the Merger (each as defined below). In consideration of the
premises and mutual covenants contained herein and for other good
and valuable consideration, the validity and sufficiency of which
is hereby acknowledged, the parties agree that this Consent
constitutes an amendment to all Awards previously granted to the
undersigned pursuant to the Company’s 2005 Stock Award and
Incentive Plan (effective as of April 26, 2005), 2001 Stock
Award and Incentive Plan (as amended and restated effective as of
May 1, 2001) and 1998 Directors’ Stock Plan (as amended
and restated through January 31, 2000) (collectively, the
“Plans” and each a “Plan”).
In connection with
the transactions contemplated by the Agreement and
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