Exhibit 10.1


 


SUPERMEDIA
INC.


 


EMERGENCE BONUS AWARD
AGREEMENT


 


<<Full Name>>

Grantee


 


	
  Date of Award:

  	
   

  	
  February 11, 2010

  
	
  Bonus Amount:

  	
   

  	
  <<$                            >>

  
	
  Vesting
  Schedule:

  	
   

  	
  Fifty
  percent (50%) of Bonus Amount payable on the Date of Award; remaining fifty
  percent (50%) of Bonus Amount payable on the first anniversary of the Date of
  Award.

  



 


1.             GRANT
OF AWARD.  The Human
Resources Committee (the “Committee”)
of the Board of Directors of SuperMedia Inc., a Delaware corporation (the “Company”) hereby awards to you, the
above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), a bonus award that
entitles you to receive cash payment(s) from the Company equal to the
amount set forth above (“Bonus Amount”),
subject to the terms and conditions set forth in this Emergence Bonus Award
Agreement (this “Agreement”).


 


The
Bonus Amount shall be subject to the prohibitions and restrictions set forth
herein with respect to the obligation to forfeit such Bonus Amount to the
Company (the “Forfeiture Restrictions”).  All Forfeiture Restrictions on the Bonus
Amount covered hereby shall lapse as to those amounts when the amounts become
vested and you meet all other terms and conditions of this Agreement.


 


2.             TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL.  The following provisions will
apply in the event your employment with the Company and all Affiliates
(collectively, the “Company”) terminates
before the first anniversary of the Date of Award (the “First Anniversary Date”) under the
Agreement:


 


2.1           Termination Generally.  Except as specified in Sections 2.2 through 2.5
below, if your employment with the Company terminates before the First Anniversary
Date, the Forfeiture Restrictions then applicable to the Bonus Amount shall not
lapse and the Bonus Amount then subject to the Forfeiture Restrictions shall be
forfeited to the Company on the date your employment terminates.


 


2.2           Termination Without Cause.  Notwithstanding any other provision of this
Agreement to the contrary, if the Company terminates your employment without
Cause before the First Anniversary Date, then all remaining Forfeiture
Restrictions shall immediately lapse on the date of and immediately prior to
the termination of your employment relationship and any unpaid Bonus Amount
shall immediately vest and become due and payable on the First Anniversary Date.


 


2.3           Potential or Actual Change in Control.


 


(i)            Termination for Good Reason in Connection
With a Potential Change in Control Before the First Anniversary Date.  If you terminate your employment with
the Company for Good Reason before the First Anniversary Date prior to a Change
in Control (whether or not a Change in Control ever occurs), and such
termination or the circumstance or event which constitutes Good Reason occurs
at the request or direction of a person who has entered into an agreement with
the Company the consummation of which would constitute a Change in Control or
is otherwise in connection with or in anticipation of a Change in Control
(whether or not a Change 


 

















 


in Control ever occurs), then all remaining
Forfeiture Restrictions shall immediately lapse on the date of and immediately
prior to the termination of your employment relationship and any unpaid Bonus
Amount shall immediately vest and become due and payable on the First
Anniversary Date.


 


(ii)           Termination for Good Reason in Connection With an
Actual Change in Control Before the First Anniversary Date.  If you terminate your employment with the
Company for Good Reason before the First Anniversary Date but after a Change in
Control occurs, then all remaining Forfeiture Restrictions shall immediately
lapse on the date of and immediately prior to the termination of your
employment relationship and any unpaid Bonus Amount shall immediately vest and
become due and payable on the First Anniversary Date.


 


2.4           Disability.  Notwithstanding any other provision of this
Agreement to the contrary, if you incur a Disability before the First Anniversary
Date and while in the active employ of one or more members of the Company, all
remaining Forfeiture Restrictions shall lapse on the date of your Disability
and any unpaid Bonus Amount shall immediately vest and become due and payable
on the First Anniversary Date.  For
purposes of this Agreement, the term “Disability”
means, as determined by the Committee in its discretion exercised in good
faith, any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of no less than 12 months and that would entitle you to payment of disability
income payments under the Company’s long-term disability insurance policy or
plan for employees as then in effect for a period of not less than three
months; or in the event that you are not covered, for whatever reason, under
the Company’s long-term disability insurance policy or plan for employees or in
the event the Company does not maintain such a long-term disability insurance
policy, “Disability” means you are unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months.  A determination of Disability
may be made by a physician selected or approved by the Committee and, in this
respect, you shall submit to an examination by such physician upon request by
the Committee.


 


2.5           Death.  Notwithstanding any other provision of this
Agreement to the contrary, if you die before the First Anniversary Date and
while in the active employ of the Company, all remaining Forfeiture
Restrictions shall lapse on the date of your death and any unpaid Bonus Amount
shall immediately vest and become due and payable on the First Anniversary Date.


 


2.6           Definitions.


 


(i)            Cause.  For purposes of this Agreement, the term “Cause” means your (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 the Company or its Affiliates, as
reasonably determined by the Company; (c) willful failure or refusal to
carry out the material responsibilities of your 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.


 


(ii)           Good Reason.  For purposes of this Agreement, the term “Good Reason” means (a) a material adverse change in your
status or position, including, without limitation, any material diminution in
your position, duties, responsibilities or authority or the assignment to you
of 


 


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duties or responsibilities that are materially
inconsistent with your status or position or, if applicable, a material breach
by the Company of your employment agreement; (b) a reduction in your
annual base salary or a failure to pay same; (c) a reduction in your
target incentive award opportunities, expressed as a percentage of your base
salary; (d) the relocation of your principal place of employment by more
than 50 miles from the 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 or, if applicable, your
employment agreement.  Before terminating
employment for Good Reason, you must specify in writing to the Company the
nature of the act or omission that you deem 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 your termination for Good
Reason).


 


(iii)          Change in Control.  For purposes of this Agreement, the term “Change in Control” means any of the following events
occurring after the Date of Award:


 


(1)           The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended from time to time (a “Covered Person”)) of beneficial
ownership (within the meaning of rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended from time to time) of 30% or more
of either the then outstanding shares of the common stock of the Company
(the “Outstanding Company Common Stock”),
or the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however,
that for purposes of this subsection (1) of this Section 2.6(iii),
the following acquisitions shall not constitute a Change in Control: (a) any
acquisition of shares of the Company directly from the Company, (b) any
acquisition of shares of the Company by the Company, (c) any acquisition
of shares of the Company by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity controlled by the Company,
or (d) any acquisition of shares of the Company by any corporation
pursuant to a transaction which complies with clauses (a), (b) and (c) of
subsection (3) of this Section 2.6(iii);


 


(2)           Individuals who, as of the Date of Award, constitute
the Board of Directors of the Company (the “Incumbent
Board”) cease for any reason to constitute at least a majority  of the Board of Directors; provided,
however, that any individual becoming a
director subsequent to the Date of Award whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least two-thirds
of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Covered Person other than the Board of
Directors;


 


(3)           Consummation of a reorganization, merger or
consolidation or sale of the Company or any subsidiary of the Company, or a
disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each
case, unless, following such Business Combination, (a) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, direct or indirectly, more than 50% of, 


 


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respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (b) no Covered Person (excluding any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 50% or more
of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation, except to
the extent that such ownership existed prior to the Business Combination, and (c) at
least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination; or


 


(4)           The liquidation or dissolution of the Company.


 


3.             PAYMENT.  Fifty percent (50%) of the Bonus Amount
payable to you pursuant to this Agreement will be paid to you on the applicable
payroll date immediately following the Date of Award and the remaining fifty
percent (50%) of the Bonus Amount payable to you pursuant to this Agreement
will be paid to you on the applicable payroll date immediately following the
date the Forfeiture Restrictions lapse by the legal entity that is classified
by the Company as your employer (the “Employer”).  The Employer is liable for
the payment of any amounts that become due under this Agreement.


 


4.             TAX WITHHOLDING.  To
the extent that any payment pursuant to the Agreement results in income, wages
or other compensation to you for any income, employment or other tax purposes
with respect to which the Employer has a withholding obligation under federal,
state or local law, the Employer is authorized to withhold from any such payment
under this Agreement any tax required to be withheld by reason of such taxable
income, wages or compensation sufficient to satisfy the withholding obligation.


 


5.             NONTRANSFERABILITY.  Your rights under this
Agreement may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed of.  Any such attempted sale, assignment, pledge,
exchange, hypothecation, transfer, encumbrance or disposition in violation of
this Agreement shall be void and the Company shall not be bound thereby.


 


6.             EMPLOYMENT RELATIONSHIP.  For purposes of this Agreement, you shall be
considered to be in the employment of the Company as long as you have an
employment relationship with the Company. 
The Committee shall determine any questions as to whether and when there
has been a termination of such employment relationship, and the cause of such
termination, and the Committee’s determination shall be final and binding on
all persons.


 


7.             NOT AN EMPLOYMENT AGREEMENT.  This Agreement is not an employment
agreement, and no provision of this Agreement shall be construed or interpreted
to create an employment relationship between you and the Company or guarantee
the right to remain employed by the Company for any specified term.


 


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8.             LIMIT OF LIABILITY.  Under no circumstances will the Company be
liable for any indirect, incidental, consequential or special damages
(including lost profits) of any form incurred by any person, whether or not
foreseeable and regardless of the form of the act in which such a claim may be
brought, with respect to this Agreement.


 


9.             AFFILIATES.  For purposes of this Agreement, the term “Affiliates” means any corporation, partnership, limited
liability company or association, trust or other entity or organization which,
directly or indirectly, controls, is controlled by, or is under common control
with, the Company.  For purposes of the
preceding sentence, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any entity or
organization, shall mean the possession, directly or indirectly, of the power (a) to
vote more than fifty percent (50%) of the securities having ordinary voting
power for the election of directors of the controlled entity or organization,
or (ii) to direct or cause the direction of the management and policies of
the controlled entity or organization, whether through the ownership of voting
securities or by contract or otherwise.


 


10.          GOVERNING LAW.  The provisions of this
Agreement and your rights hereunder shall be construed, administered and
governed under the laws of the State of Texas, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of this
Agreement to the substantive law of another jurisdiction.  You are deemed to submit to the exclusive
jurisdiction and venue of the federal or state courts of Texas, to resolve any
and all issues that may arise out of or relate to this Agreement.


 


11.          AMENDMENT.  This Agreement may not be amended except by a
writing signed by the Company and the Grantee.


 


12.          MISCELLANEOUS.  The term “you”
and “your” refer to the Grantee
named in this Agreement.


 


In accepting the award set
forth in this Agreement you accept and agree to be bound by all the terms and
conditions of this Agreement.


 


 


	
   

  	
  SUPERMEDIA
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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