FORM OF
IDEARC INC. 2008 DIRECTOR
RESTRICTED STOCK AGREEMENT
This Agreement is
made as of the 1 st day of May, 2008, by and between IDEARC INC., a
Delaware corporation (the “Company”), and ___(the
“Director”).
1.
Award . The Company has made a restricted stock award to the
Director for 26,471 shares of the Company’s common stock (the
“Shares”). The award and the Shares are subject to the
provisions of the Idearc Inc. 2008 Incentive Compensation Plan (the
“Plan”), a copy of which is furnished with this
Agreement, and, to the extent not inconsistent with the Plan, the
terms and conditions of this Agreement.
2.
Vesting and Forfeiture . Except as otherwise specified, the
Shares will become vested on the earlier of (a) May 1,
2009, and (b) the date of the Company’s 2009 annual
meeting of stockholders (the “2009 Annual Meeting”),
subject to the Director’s continuous service as a member of
the Company’s Board of Directors (“Service”). If
the Director’s Service terminates before the Shares become
vested by reason of the Director’s death, then the Director
will then become fully vested in the Shares. The Director will
forfeit all rights, title and interest in and to the Shares if and
to the extent they have not become vested on or before the
termination of the Director’s Service.
3. Change
in Control . If a “change in control” (within the
meaning of the Plan) occurs and if the Director’s Service
continues until the date immediately preceding the date of the
change in control, then, immediately prior to the change in
control, the Director will become fully vested in all of the Shares
covered by this Agreement.
4.
Beneficiary Designation . The Director may designate a
beneficiary who shall be entitled to receive Shares that become
vested by reason of the Director’s death. Any such
designation must be made in writing in such manner and in
accordance with such other requirements as may be prescribed by the
Company’s Executive Vice President – Human Resources
and Employee Administration. If the Director fails to designate a
beneficiary, or if no designated beneficiary survives the Director,
the Director’s beneficiary shall be the Director’s
surviving spouse, if any, or, if none, the Director’s
estate.
5.
Transfer Restrictions . Except as otherwise permitted with
respect to Shares that become vested upon the Director’s
death, the Director may not sell, assign, transfer, pledge, hedge,
hypothecate, encumber or dispose of in any way (whet
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