FORM OF STOCK OPTION AWARD AGREEMENT UNDER THE IDEARC INC. LONG TERM INCENTIVE PLAN

Exhibit 10.7

FORM OF
STOCK OPTION AWARD AGREEMENT UNDER THE
IDEARC INC. LONG TERM INCENTIVE PLAN

     AGREEMENT made as of the                      day of                                           , 20___, by and between IDEARC INC. (the “Company”) and                                                              (the “Optionee”).

     1.  Award . Pursuant to the Idearc Inc. Long Term Incentive Plan (the “Plan”), the Company hereby grants to the Optionee an option (the “Option”) to purchase up to                      shares of the Company’s common stock (the “Common Stock”) at an exercise price per share of $                      upon the terms and conditions set forth in this Agreement and the Plan. A copy of the Plan is attached to this Agreement. The provisions of this Agreement will govern in the event of any inconsistency with the terms of the Plan. Capitalized terms used but not defined in this Agreement will have the meanings ascribed to them by the Plan.

     2.  Option Term . Unless terminated sooner, the Option shall expire if and to the extent it is not exercised within ten years from the date hereof.

     3.  Vesting Conditions .

     (a)  General . Except as otherwise provided, the Option will become vested on the                      anniversary of the date hereof, subject to the Optionee’s continuous employment with the Company or any of its subsidiaries (“Idearc”) through such vesting date.

     (b)  Special Vesting Rules . The special vesting rules of this Section 3(b) will apply if (and only if) the Optionee is in compliance with the restrictive covenants set forth in Exhibit A annexed hereto and the Optionee executes and delivers to the Company a general release of claims against the Company, its subsidiaries and any of its or their affiliates, in form and substance satisfactory to the Company.

          (i) Acceleration of Vesting—General . Except as otherwise specified in subpart (ii) below, if, before the Option becomes vested, the Optionee’s employment with Idearc terminates by reason of the Optionee’s death or Retirement (as defined below) or is terminated by Idearc by reason of the Optionee’s Disability (as defined in the Plan), then the Option will thereupon become fully vested.

          (ii) Effect of a Change in Control . If, in connection with a “Change in Control” (as defined below), the Option is converted into an economically equivalent option to purchase shares of stock of a successor or acquiring company, and if, before the Option becomes vested and within two years after the Change in Control, the Optionee’s employment with Idearc is terminated by the Optionee for Good Reason (as defined below) or by Idearc (or the successor or acquiring company) without Cause (as defined below), then, at the time of such termination of employment, the Option will become fully vested. If the Option is not converted into an option to purchase shares of stock of the successor or acquiring company, then the Option will become vested immediately prior to the Change in Control and, to the extent not exercised or cashed out, will be terminated at the time of the Change in Control.

          (iii) Definitions .

               (1)  Disability . For the purposes hereof, the term “Disability” means the inability of the Optionee to perform the material duties of his employment by reason of a medically determinable physical or mental impairment that can be expected to result in death or that has lasted or is expected to last for a continuous period of at least 12 months, as determined by a duly licensed physician selected by the Human Resources Committee of the Company’s Board of Directors (the “Committee”).

               (2)  Cause . For the purposes hereof, the term “Cause” means the Optionee’s (a) conviction or plea of nolo contendre to a felony; (b) commission of fraud or a material act or omission involving dishonesty with respect to Idearc, as reasonably determined by the Company; (c) willful failure or refusal to carry out the material responsibilities of his employment, as reasonably determined by the Company; (d) gross negligence, willful misconduct, or engaging in a pattern of behavior which has had or is reasonably likely to have a significant adverse effect on the Company, as reasonably determined by the Company; or (e) willfully engaging in any act or omission that is in material violation of a material policy of the Company, including, without limitation, policies on business ethics and conduct, and policies on the use of inside information and insider trading.

               (3)  Change in Control . For the purposes hereof, the term “ Change in Control” shall have the meaning ascribed to that term by Section 2.5 of the Plan, except that 40% shall be substituted for 20% in subsections (a) and (c) of said Section 2.5.

               (4)  Good Reason . For the purposes hereof, the term “Good Reason” means (A) a material adverse change in the Optionee’s status or position, including, without limitation, any material adverse change resulting from a diminution in the Optionee’s position, duties, responsibilities or authority or the assignment to the Optionee of duties or responsibilities that are materially inconsistent with the Optionee’s status or position; (B) a reduction in the Optionee’s annual base salary or a failure to pay same; (C) a reduction in the Optionee’s target incentive award opportunities, expressed as a percentage of the Optionee’s base salary; (D) the relocation of the Optionee’s principal place of employment by more than 50 miles from the then current location; or (E) at the time of a Change in Control, the successor or acquiring company fails or refuses to assume the obligations of the Company under this Agreement. In order to terminate employment for Good Reason, the Optionee must provide written notice to the Company (or the successor or acquiring company) of the nature of the act or omission that the Optionee deems to constitute good reason and provide the Company 30 days after receipt of such notice to review and, if required, correct the situation (and thus prevent the participant’s termination for good reason). The written notice of termination for good reason must be provided, if at all, within 90 days after the occurrence of the act or omission giving rise to such termination.

               (5) Retirement . For the purposes hereof, the term “Retirement” means the voluntary termination of employment by the Optionee occurring at least ___ months after the date of this Agreement if (and only if) on the date of such termination, (A) the sum of the Optionee’s age and number of years of service with Idearc or a predecessor company (including

Verizon Communications Inc.) is at least 75, and (B) the number of the Optionee’s years of service is at least 15.

     4.  Termination of Employment . If the Optionee ceases to be employed by Idearc for any reason other than death, Disability or Retirement, then, unless sooner terminated under the terms hereof, the vested portion of the Option (determined with regard to any acceleration of vesting that occurs under Section 3(b) above) will terminate if and to the extent it is not exercised within three months after the date of the Optionee’s termination of employment, provided, however, that, if the Optionee’s employment is terminated by the Company for Cause, then the Option (whether or not vested) will terminate upon the date of such termination of employment. If the Optionee’s employment is terminated by reason of the Optionee’s death, Disability or Retirement (or if the Optionee’s employment is terminated by reason of Disability or Retirement and the Optionee dies within one year after such termination of employment), then, unless sooner terminated under the terms hereof, the vested portion of the Option will terminate if and to the extent it is not exercised within one year after the date of such termination of employment (or within one year after the date of the Optionee’s death if the Optionee’s employment is terminated by reason of Disability or Retirement and the Optionee dies within one year after such termination). The Option will be forfeited by the Optionee and will terminate at the time of the termination of the Optionee’s employment with Idearc if and to the extent the Option is not or does not become vested at such time.

     5.  Exercise of Option . If the Option becomes vested, it may be exercised in whole or in part by delivering to the Executive Vice President — Human Resources and Employee Administration of the Company (a) a written notice specifying the number of whole shares of Common Stock with respect to which the Option is being exercised, and (b) payment in full of the exercise price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations attributable to the exercise. The exercise price and withholding amount shall be payable by bank or certified check or pursuant to such other methods as may be permitted by the Company in accordance with the Plan.

     6.  Rights as a Stockholder . No shares of Common Stock shall be sold or delivered hereunder until full payment for such shares has been made (including, for this purpose, satisfaction of the applicable withholding tax). The Optionee shall have no rights as a stockholder with respect to any shares covered by this Option unless and until the Option is exercised and the shares covered by the exercise of the Option are issued in the name of the Optionee. Except as otherwise specified, no adjustment shall be made for dividends or distributions of other rights for which the record date is prior to the date such shares are issued.

     7.  Assignment; Beneficiary . The Option and the Optionee’s rights with respect thereto may not be assigned, pledged or transferred except to the Optionee’s beneficiary following the Optionee’s death (subject to the terms of this Agreement and the Plan), and any attempted assignment, pledge or transfer in violation of this Agreement or the Plan will be void ab initio and of no force or effect. The Optionee may designate a beneficiary by filing a written (or electronic) beneficiary designation form with the Company in a manner prescribed or deemed acceptable for this purpose by the Company’s Executive Vice President — Human Resources and Employee Administration. Each such beneficiary designation will automatically revoke all prior designations by the Optionee. If the Optionee does not make a valid beneficiary designation

during the Optionee’s lifetime or if no designated beneficiary survives the Optionee, the Optionee’s beneficiary will be deemed to be the Optionee’s surviving spouse or, if none, the Optionee’s estate.

     8.  No Other Rights Conferred . The grant of the Option under this Agreement shall not be deemed to constitute a contract of employment with the Optionee or affect in any way the right of the Company or a subsidiary to terminate the Optionee’s employment at any time for any or no reason. Compensation attributable to the Option shall not be taken into account as compensation for purposes of determining the Optionee’s benefits or entitlements under any employee pension, savings, group insurance, severance or other benefit plan or arrangement, unless and except to the extent otherwise specifically provided by such plan or arrangement.

     9.  Withholding . The Company’s obligation to issue shares of Common Stock pursuant to the exercise of the Option shall be subject to and conditioned upon the satisfaction by the Optionee of applicable tax withholding obligations. The Company and its subsidiaries may require the Optionee to remit an amount sufficient to satisfy applicable withholding taxes or deduct or withhold such amount from any payments otherwise owed the Optionee (whether or not under this Agreement or the Plan). The Optionee expressly elects to authorize the Company to deduct from any compensation or any other payment of any kind due to the Optionee, including withholding the issuance of shares of Common Stock, the amount of any federal, state, local or foreign taxes required by law to be withheld as a result of the exercise of the Option; provided, however, that the value of the shares withheld may not exceed the statutory minimum withholding amount required by law.

     10.  Committee Authority . The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion and such exercise shall be final, conclusive, and binding. The Committee may designate any individual or individuals to perform any of its functions hereunder.

     11.  Successors . This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company and any beneficiary of the Optionee.

     12.  Construction . This Agreement is intended to reflect the grant of the Option upon the terms and conditions authorized by the Plan. Any provisions of this Agreement that cannot be so administered, interpreted, or construed shall be disregarded. In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. In the event that any provision, including any restrictive covenant made as a part of this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended.

     13.  Applicable Law . The validity,