**Exhibit 10.16****NON-QUALIFIED STOCK OPTION AGREEMENT**     NON-QUALIFIED STOCK OPTION AGREEMENT (this “**Option Agreement**”) made as of the date specifiedon Annex A attached hereto (the “**Grant Date**”), between R.H. Donnelley Corporation, a Delawarecorporation (the “**Company**”), and the undersigned individual (the “**Participant**”), pursuant to theR.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may be amended from time totime, 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 havethe same defined meanings in this Option Agreement.     In consideration of the mutual covenants hereinafter set forth and for other good and valuableconsideration, 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 andoption (this “**Option**”) to purchase all or any part of an aggregate of the number of sharesspecified on Annex A of the Company’s Common Stock, par value $1.00 per share (the “**Shares**”). ThisOption is in all respects limited and conditioned as hereinafter provided, and is subject to theterms and conditions of the 2005 Plan (which terms and conditions are and automatically shall beincorporated herein by reference and made a part hereof and shall control in the event of anyconflict 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 thisOption is specified on Annex A (the “**Exercise Price**”), which is equal to the Fair Market Value ofStock as of the Grant Date.     3. **Term**. Unless earlier terminated pursuant to the 2005 Plan or this OptionAgreement, this Option shall expire on the expiration date specified on Annex A (the “**ExpirationDate**”), which is the seventh anniversary of the Grant Date. This Option shall not be exercisableon or after the Expiration Date.     4. **Exercise of Option**. Unless otherwise specified on Annex A, this Option may beexercised in three equal installments of the Shares on each of the first three anniversaries of theGrant 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 remainexercisable, subject to the 2005 Plan or this Option Agreement (including without limitationParagraph 8), until the Expiration Date or until other termination of this Option in accordancewith the 2005 Plan. Prior to the exercise of this Option and delivery of the resulting Shares, theParticipant shall not have any rights of a stockholder with respect to this Option or the Sharessubject to this Option.     5. **Method of Exercising Option**. (a) Subject to the terms and conditions of the 2005Plan and this Option Agreement, this Option may be exercised upon written notice to the Company atits 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
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attached as Annex B) shall state the Participant’s election to exercise this Option and the numberof shares with respect to which it is being exercised; shall be signed by the Participant (orpermitted assignee or legal representative); shall, if the Company so requests, be accompanied bythe investment representation statement referred to in Paragraph 6; and shall be accompanied bypayment 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 thedate of exercise and have a Fair Market Value as of the date of exercise equal tothe Exercise Price of the Shares with respect to which this Option is exercised; or     (iii) in any combination of (i) or (ii) above.In the event such Exercise Price is to be paid, in whole or in part, with shares of Stock, theCommittee may impose additional requirements on the payment of the Exercise Price through thesurrender of such Stock.     (b) Upon receipt of such notice and payment, the Company, as promptly as practicable,shall deliver or cause to be delivered a certificate or certificates representing theShares with respect to which this Option is so exercised. The certificate or certificatesfor the Shares as to which this Option shall have been so exercised shall be registered inthe name of the person or persons so exercising this Option (or, if this Option shall beexercised by the Participant and if the Participant shall so request in the noticeexercising this Option, shall be registered in the name of the Participant and theParticipant’s spouse, jointly, with right of survivorship or a trust established by theParticipant for estate planning purposes) and shall be delivered as provided above to orupon the written order of the person or persons exercising this Option. In the event thisOption is exercised by any person or persons after the legal disability or death of theParticipant, such notice shall be accompanied by appropriate proof of the right of suchperson or persons to exercise this Option. All Shares that shall be purchased upon theexercise of this Option as provided herein shall be fully paid and non-assessable by theCompany.     (c) Notwithstanding any provision in this Paragraph 5 to the contrary, this Option maybe exercised in such other manner consistent with the 2005 Plan and applicable law as fromtime to time may be authorized in writing by the Company with respect to such “cashless”option exercise arrangements as the Company from time to time may maintain with securitiesbrokers. Any such arrangements and written authorizations may be terminated at any time bythe Company without notice to the Participant.     6. **Shares to be Purchased for Investment**. In the event the offer and sale of Sharesto be purchased upon the exercise of this Option are not covered by a then effective registration
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statement under the Securities Act of 1933, as amended (the “**Securities Act**”), the Company mayrequire as a condition to such exercise the Participant (or other person entitled to exercise thisOption) to deliver to the Company an investment representation statement, as well as any otherdocumentation or information as the Committee shall reasonably request. The Company shall beentitled to restrict the transferability of the shares issued upon any such exercise to the extentnecessary 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 sharecertificates issued upon exercise of this Option.     7. **Non-Transferability of Option; Forfeiture**. (a) This Option shall not be pledged,hypothecated or otherwise encumbered or subject to any lien, obligation or liability of theParticipant to any party (other than the Company or its subsidiary or affiliate), or assigned ortransferred by the Participant, other than by will or the laws of descent and distribution or to aBeneficiary upon the death of the Participant, and during the lifetime of the Participant, thisOption shall be exercisable only by the Participant or his or her guardian or legal representative,except that this Option may be transferred to one or more transferees during the lifetime of theParticipant and may be exercised by such transferees in accordance with the terms of this Option,but only if and to the extent such transfers are permitted by the Committee, subject to any termsand conditions which the Committee may impose thereon (including limitations the Committee may deemappropriate in order that offers and sales of Shares will meet applicable requirements ofregistration forms under the Securities Act specified by the Securities and Exchange Commission).A Beneficiary, transferee or other person claiming any rights under the 2005 Plan from or throughthe Participant shall be subject to all terms and conditions of the 2005 Plan and this OptionAgreement, except as otherwise determined by the Committee, and to any additional terms andconditions deemed necessary or appropriate by the Committee.     (b) This Option, any Shares purchased hereunder and any gains realized upon exerciseof this Option are subject to forfeiture under certain circumstances in accordance withSection 11 of the 2005 Plan.     8. **Termination of Employment**. (a) *Exercisability Upon Termination by Death,Disability or Retirement*. If the Participant’s employment by the Company or any subsidiary oraffiliate terminates by reason of death, Disability (as defined below) or Retirement (as definedbelow), this Option may be exercised until the earlier to occur of one year after the date of suchtermination or the Expiration Date, to the full extent of this Option, regardless of the extent towhich it was exercisable at the time of such death, Disability or Retirement; provided, however,that in the event of Early Retirement (as defined below), the entire vested portion of this Optionand 50% of the unvested portion of this Option shall be exercisable during such period. Uponexpiration of any such post-termination exercise period, this Option shall terminate.     (b) *Effect of Other Termination*. Unless otherwise determined by the Committee, if theParticipant’s employment by the Company or any subsidiary or affiliate terminates for anyreason, other than death, Disability or Retirement or for Cause, this Option shall beexercisable during the period of 90 days after such termination or until the ExpirationDate, whichever period is shorter, but only to the extent to which this Option wasexercisable at the time of such termination. If such
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termination is for Cause, then this Option shall terminate upon such termination,unless otherwise determined by the Committee. Upon expiration of any such post-terminationexercise period, this Option shall terminate.     (c) *Definitions*. The term “**Disability**” shall have the meaning defined for such termin the long-term disability plan of the Company, as in effect from time to time, and theterm “**Retirement**” shall mean your termination after your attaining (i) age 50 years with 20years of service with the Company or any of its subsidiaries or affiliates (“**EarlyRetirement**”), (ii) age 55 years with 10 years of service with the Company or any of itssubsidiaries or affiliates or (iii) age 65 years without regard to years of such service.     9. **Change in Control**. Notwithstanding Section 10 of the 2005 Plan, upona Change in Control, this Option shall terminate automatically with respect to all unvested Sharescovered by this Option at that time and the Participant shall be entitled to an amount of cashequal to the excess of the Change in Control Price over the Exercise Price, multiplied by thenumber of unvested Shares, and all vested shares shall remain subject to and governed by Section 10of the Plan; provided, however, that the transactions contemplated by that certain PreferredStock and Warrant Purchase Agreement, dated as of September 21, 2002, by and among the Company andthe investors listed therein (as amended and supplemented to date and from time to time, the“Preferred Stock and Warrant Purchase Agreement”), including, without limitation, the initialissuance of the Preferred Shares and the Warrants (each as defined in the Preferred Stock andWarrant Purchase Agreement) and any other issuances or other matters provided therein, shall notconstitute a Change in Control as defined in Section 10(c) of the 2005 Plan.     10. **No Guarantee of Continued Employment or Other Service**. THE PARTICIPANTACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO PARAGRAPH 4 IS EARNED ONLY BYCONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEINGGRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES ANDAGREES THAT THIS OPTION AGREEMENT AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE ANEXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD OR ATALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT TO TERMINATE OR THE COMPANY’SRIGHT TO TERMINATE THE PARTICIPANT AT ANY TIME, WITH OR WITHOUT CAUSE.     11. **Withholding**. The Company and any subsidiary or affiliate is authorized towithhold from any payment relating to this Option, including from a distribution of Stock, or anypayroll or other payment to the Participant, amounts of withholding and other taxes due orpotentially payable in connection with any transaction involving this Option, and to take suchother action as the Committee may deem advisable to enable the Company and the Participant tosatisfy obligations for the payment of withholding taxes and other tax obligations relating to thisOption. This authority shall include authority to withhold or receive Stock or other property andto make cash payments in respect thereof in satisfaction
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of a Participant’s withholding obligations, either on a mandatory or elective basis in thediscretion of the Committee. Notwithstanding any provision in the 2005 Plan to the contrary, onlythe minimum amount of Stock deliverable in connection with this Option necessary to satisfystatutory withholding requirements will be withheld.     12. **Governing Law; Entire Agreement; Option Surrender**. (a) The validity,construction and effect of this Option Agreement shall be determined in accordance with the laws ofthe State of Delaware, without giving effect to principles of conflicts of law, and applicableprovisions of federal law.     (b) The 2005 Plan and this Option Agreement constitute the entire agreement of theparties with respect to the subject matter hereof and supersede in their entirety all priorundertakings and agreements of the Company and the Participant with respect to the subjectmatter hereof. Any modification of this Option Agreement must be in writingsigned by the Company (oral statements by any person cannot modify this Option Agreement).Decisions of the Committee with respect to the administration and interpretation of the2005 Plan and this Option Agreement shall be final, conclusive and binding on all personsinterested therein.     (c) As a condition to the right to exercise this Option, the Participant must not havetheretofore delivered to the Company a written document signed by the Participantsurrendering the Option to the Company.IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly executed by its dulyauthorized officers and the Participant has executed this Option Agreement, each on Annex A, as ofthe Grant Date.
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