Exhibit 10.1
STOCK APPRECIATION RIGHTS GRANT AGREEMENT
STOCK APPRECIATION RIGHTS AGREEMENT
(this “ SAR 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 SAR Agreement.
In consideration of the tender by
Participant of certain outstanding options and/or stock
appreciation rights in the Company’s Exchange Program, which
tender has been accepted as of the Grant Date, and 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 SAR .
The Company hereby grants to the Participant the right to receive
the aggregate dollar value of appreciation (collectively,
“Appreciation” ) in the Fair Market Value of the
Company’s Common Stock on the number of shares (the
“Granted Shares” ) specified on Annex A,
computed as the excess of (a) the aggregate Fair Market Value
of the Granted Shares on the Exercise Date (as defined below) (the
“Appreciation Price” ) over (b) the
aggregate Fair Market Value of the Granted Shares on the Grant Date
(the “Grant Price” ). This grant shall be
referred to as the SAR. Such Appreciation shall not be payable in
cash, but rather shall be payable only in Paid Shares (as defined
below) following the withholding of Shares to satisfy mandatory tax
withholding obligations. This SAR 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 SAR Agreement).
2. Term . Unless
earlier terminated pursuant to the 2005 Plan or this SAR Agreement,
this SAR shall expire on the expiration date specified on Annex A
(the “ Expiration Date ”), which is the seventh
anniversary of the Grant Date. This SAR shall not be exercisable on
or after the Expiration Date.
3. Vesting of SAR;
Conditions to Exercisability of SAR .
(a) As set forth on Annex A,
this SAR will vest in three equal installments of the Shares on
each of the first three anniversaries of the Grant Date, so that
this SAR shall be vested as to all Shares on the last such
anniversary. Any portion of this SAR that becomes vested in
accordance with the foregoing shall remain vested and shall be
exercisable upon satisfaction of the conditions set forth in clause
(b) below, subject to the 2005 Plan or this SAR Agreement
(including without limitation Paragraph 7), until the earlier
of the Expiration Date or other termination of this SAR in
accordance with the 2005 Plan and this SAR Agreement.
(b) In addition to the vesting
requirements set forth in clause (a) above, the exercise of
this SAR is subject to the Company’s achievement of the
following stock price appreciation targets (the “Target
Prices”), subject to Paragraphs 6(c) and 7:
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(i) |
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the first third of vested Shares subject to this SAR will not
be exercisable until the Company’s stock price equals or
exceeds a Target Price of $20 per share; |
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(ii) |
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the second vested third of Shares subject to this SAR will not
be exercisable until the Company’s stock price equals or
exceeds a Target Price of $30 per share; and |
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(iii) |
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the third and final tranche of vested Shares subject to this
SAR will not be exercisable until the Company’s stock price
equals or exceeds a Target Price of $40 per share. |
These
Target Prices will be deemed achieved if, at any time during the
life of the SAR, the average closing price of the Company’s
common stock on the New York Stock Exchange during any ten
consecutive trading days equals or exceeds the specified Target
Price; provided, however, that otherwise vested Shares subject to
this SAR that do not become exercisable prior to the Expiration
Date or earlier applicable termination date of the SAR due to the
failure to achieve a specified Target Price will immediately
terminate and never become exercisable, except as otherwise
provided in Paragraph 7.
(c) Prior to the exercise of
this SAR and delivery of the resulting Paid Shares (as defined
below), the Participant shall not have any rights of a stockholder
with respect to this SAR or the Shares subject to this SAR.
4. Method of Exercising
SAR .
(a) Subject to the terms and
conditions of the 2005 Plan and this SAR Agreement, this SAR may be
exercised upon written notice to the Company at its principal
office, which is currently located at 1001 Winstead Drive, Cary,
NC, 27513. Such notice (a suggested form of which is attached as
Annex B) shall state the Participant’s election to exercise
this SAR and the number of Granted Shares with respect to which it
is being exercised, and shall be signed by the Participant (or
permitted assignee or legal representative).
(b) Upon receipt of such notice,
the Company, as promptly as practicable, shall deliver or cause to
be delivered a certificate or certificates representing
(a) such number of Shares calculated by dividing (i) the
portion of the Appreciation applicable to the number of Granted
Shares to which this SAR is appropriately exercised by
(ii) the Fair Market Value of R. H. Donnelley Common Stock on
the date such notice was received by the Company (the
“Exercise Date” ), less (b) any shares
withheld to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to this SAR, as specified
in paragraph 10 (the result of (a) less (b) being referred to
herein as the “Paid Shares” ). The certificate
or certificates for the number of Paid Shares so determined shall
be registered in the name of the person or persons so exercising
this SAR (or, if this SAR shall be exercised by the Participant and
if the Participant shall so request in the notice exercising this
SAR, shall be registered in the name of the Participant and the
Participant’s spouse, jointly, with right of survivorship or
a trust established by the Participant for estate planning
purposes) and shall be delivered as provided above to or upon the
written order of the person or persons exercising this SAR. In the
event this SAR is exercised by any person or persons after the
legal disability or death of the Participant, such notice shall be
accompanied by appropriate proof of the right of such person or
persons to exercise this SAR. All Paid Shares that shall be
delivered upon the exercise of this SAR as provided herein shall be
fully paid and non-assessable by the Company.
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5. Shares to be Purchased
for Investment . In the event this SAR is deemed to
constitute an offer and sale of Shares under the Securities Act of
1933, as amended (the “ Securities Act ”), and
such offer and sale is not covered by a then effective registration
statement under the Securities Act, the Company may require as a
condition to any exercise of this SAR that the Participant (or
other person entitled to exercise this SAR) deliver to the Company
an investment representation statement, as well as any other
documentation or information as the Committee shall reasonably
request. The Company shall be entitled to restrict the
transferability of the Shares issued upon any such exercise to the
extent necessary to avoid a risk of violation of the Securities Act
or of any state laws or regulations. Such restrictions may, at the
discretion of the Company, be noted or set forth in full on the
Share certificates issued upon exercise of this SAR.
6. Non-Transferability of
SAR; Forfeiture; Adjustment .
(a) Neither this SAR nor the
Granted Shares subject thereto shall be pledged, hypothecated or
otherwise encumbered or subjected to any lien, obligation or
liability of the Participant to any party (other than the Company
or any of its subsidiaries or affiliates), or assigned or
transferred by the Participant, other than by will or the laws of
descent and distribution or to a Beneficiary upon the death of the
Participant, and during the lifetime of the Participant, this SAR
shall be exercisable only by the Participant or his or her guardian
or legal representative, except that this SAR may be transferred to
one or more transferees during the lifetime of the Participant and
may be exercised by such transferees in accordance with the terms
of this SAR, but only if and to the extent such transfers are
permitted by the Committee, subject to any terms and conditions
which the Committee may impose thereon (including limitations the
Committee may deem appropriate in order that offers and sales of
Shares will meet applicable requir
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