Exhibit 10.1






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)	 	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;
	 
	 	(ii)	 	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
	 
	 	(iii)	 	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
requirements of registration 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 through the Participant shall be subject to all terms and conditions of the 2005 Plan
and this SAR Agreement, except as otherwise determined by the Committee, and to any additional
terms and conditions deemed necessary or appropriate by the Committee.



     (b) This SAR, the Granted Shares covered hereby, any Paid Shares delivered hereunder and
the proceeds of the subsequent sale of any such Paid Shares delivered hereunder are subject to
forfeiture under certain circumstances in accordance with Section 11 of the 2005 Plan.



     (c) This SAR, including the number of Granted Shares and the Grant Price, shall be adjusted
upon the occurrence of an event constituting an “equity restructuring” as defined under FAS 123R in
order to preserve (without enlarging) the rights of Participant, in accordance with Section 12(c)
of the 2005 Plan. In addition, each Target Price shall be subject to adjustment in any case in
which the SAR is subject to adjustment in order to preserve (without substantial alteration) the
economic terms of the SAR and the market-based performance conditions set forth in Paragraph 3(b).
If the Shares cease to be listed on the New York Stock Exchange, achievement of the Target Price
will be based on trading prices or quotations on such other principal trading market in which
Shares may then be listed or quoted, as reasonably determined by the Committee.



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7. Termination of Employment.




     (a) Exercisability Upon Termination by Death, Disability or Retirement. If the
Participant’s employment by the Company or any subsidiary or affiliate terminates by reason of
death, Disability (as defined below) or Retirement (as defined below), this SAR will immediately
become fully vested and may be exercised until the earlier to occur of one year after the date of
such termination or the Expiration Date, to (i) the full extent it was exercisable at the time of
such death, Disability or Retirement plus (ii) the extent to which it would be exercisable had the
next higher Target Price yet to be achieved (if any) been so achieved (i.e., one extra third of the
Shares subject to the SAR become exercisable by virtue of lapse of the condition to exercisability
associated with next higher Target Price). Vested Shares not yet subject to exercise as of the
time of such Death, Disability or Retirement by virtue of any Target Price set forth in Paragraph
3(b) (after application of clause (ii) in the prior sentence) not having yet been achieved may
subsequently become exercisable during such post-termination exercise period if such Target Price
is achieved during such time. Upon expiration of any such post-termination exercise period, this
SAR shall terminate in its entirety and any portion of the SAR remaining unexercised (even though
vested and regardless of whether or not such portion had become exercisable) shall be immediately
forfeited and become immediately non-exercisable.



     (b) Effect of Termination for Cause or Voluntary Resignation. If the Participant voluntarily
resigns his or her employment with the Company or any subsidiary or affiliate (other than a
voluntary resignation for Good Reason governed by clause (c) below) or the Participant’s employment
is terminated for Cause (as defined in any employment agreement to which the Company and the
Participant is party or in the severance plan then applicable to such Participant), the SAR shall
immediately terminate in its entirety and any portion of the SAR remaining unexercised (regardless
of the vesting or exercisability status of such portion of the SAR) shall be immediately forfeited
and become immediately non-exercisable.



     (c) Effect of Termination without Cause or for Good Reason not within Two Years Following a
Change in Control. If the Participant’s employment is terminated without Cause by the Company or
any subsidiary or affiliate or if the Participant terminates his or her employment for Good Reason
(as defined in any employment agreement to which the Company and the Participant is party or in the
severance plan then applicable to such Participant), in either case before or more than two years
following a Change in Control, then this SAR, to the extent it has become vested at the date of
termination, may be exercised until the earlier to occur of one year after the date of such
termination or the Expiration Date, to (i) the full extent it was exercisable at the time of such
termination plus (ii) the extent to which it would be exercisable had the next higher Target Price
yet to be achieved (if any) been so achieved (i.e., one extra third of the Shares subject to the
SAR become exercisable by virtue of lapse of the condition to exercisability associated with next
higher Target Price). Vested Shares not yet subject to exercise as of the time of such termination
by virtue of any Target Price set forth in Paragraph 3(b) (after application of clause (ii) in the
prior sentence) not having yet been achieved may subsequently become exercisable during such
post-termination exercise period if such Target Price is achieved during such time. Upon
expiration of any such post-termination exercise period, this SAR shall terminate in its entirety
and any portion of the SAR remaining unexercised (regardless of the vesting or exercisability
status of such portion of the SAR) shall be immediately forfeited and become immediately
non-exercisable. Any unvested portion of the SAR at the time of such termination shall immediately
terminate.



     (d) Effect of Termination without Cause or for Good Reason within Two Years Following a
Change in Control. If the Participant’s employment is terminated without Cause by the Company or



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any subsidiary or affiliate or if the Participant terminates his or her employment for Good Reason
(as defined in any employment agreement to which the Company and the Participant is party or in the
severance plan then applicable to such Participant), in either case within two years following a
Change in Control, then this SAR will immediately become fully vested and fully exercisable (i.e.,
all vesting requirements and Target Prices will be deemed satisfied and achieved) and this SAR may
be exercised until the earlier to occur of one year after the date of such termination or the
Expiration Date, to the full extent of this SAR, regardless of the extent to which it was vested
and/or exercisable at the time of such termination. Upon expiration of any such post-termination
exercise period, this SAR shall terminate in its entirety and any portion of the SAR remaining
unexercised (even though fully vested and exercisable) shall be immediately forfeited and become
immediately non-exercisable.




     (e) Definitions. The term “Disability” shall have the meaning defined for such term in the
long-term disability plan of the Company, as in effect from time to time, and the term “Retirement”
shall mean your termination after your attaining (i) age 55 years with 10 years of service with the
Company or any of its subsidiaries or affiliates or (ii) age 65 years without regard to years of
such service.



     8. Change in Control. Notwithstanding anything to the contrary set forth in Section
10 of the 2005 Plan, upon a Change in Control (as defined in any employment agreement to which the
Company and the Participant is party or in the severance plan then applicable to such Participant),
this SAR will immediately become fully vested (i.e., all vesting requirements will be deemed
satisfied) and this SAR may be exercised until the Expiration Date (or earlier termination in
accordance with Paragraph 7), (i) to the full extent it was exercisable at the time of such Change
in Control plus (ii) the extent to which it would be exercisable had the next higher Target Price
yet to be achieved (if any) been so achieved (i.e., one extra third of the Shares subject to the
SAR become exercisable by virtue of lapse of the condition to exercisability associated with next
higher Target Price). Shares not yet subject to exercise as of the time of such Change in Control
by virtue of any Target Price set forth in Paragraph 3(b) (after application of clause (ii) in the
prior sentence) not having yet been achieved may subsequently become exercisable prior to the
Expiration Date if such Target Price is achieved during such time. The Committee may determine
that upon a Change in Control, notwithstanding the foregoing provisions, this SAR shall terminate
automatically with respect to all unvested Shares covered by this SAR at that time and the
Participant shall be entitled to an amount of cash equal to product of (a) the excess of the Fair
Market Value of the Granted Shares at the date such determination becomes effective over the Grant
Price, multiplied by (b) the number of unvested Shares covered by this SAR, and all vested Shares
covered by this SAR shall remain subject to and governed by Section 10 of the 2005 Plan.



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     9. No Guarantee of Continued Employment or Other Service. THE PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO PARAGRAPH 3 IS EARNED ONLY BY
CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS SAR OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THIS SAR AGREEMENT AND THE VESTING PROVISIONS SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL, AND SHALL
NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT TO TERMINATE OR THE COMPANY’S RIGHT TO
TERMINATE THE PARTICIPANT AT ANY TIME, WITH OR WITHOUT CAUSE.


     10. Withholding. Unless otherwise determined by the Committee, the Company, on
behalf of itself or any subsidiary or affiliate that employs Participant, will withhold from the
distribution of Shares upon the exercise of this SAR amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving this SAR, and may take such other
action as the Committee may deem advisable to enable the Company and the Participant to satisfy
obligations for the payment of withholding taxes and other tax obligations relating to this SAR.
Upon such withholding of Shares, the Company shall make cash payments in respect thereof in
satisfaction of Participant’s withholding obligations. Notwithstanding any provision in the 2005
Plan to the contrary, only the minimum amount of Shares deliverable in connection with this SAR
necessary to satisfy statutory withholding requirements will be withheld.


     11. Governing Law; Entire Agreement; SAR Surrender.


     (a) The validity, construction and effect of this SAR Agreement shall be determined in
accordance with the laws of the State of Delaware, without giving effect to principles of conflicts
of law, and applicable provisions of federal law.


     (b) The 2005 Plan and this SAR Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Participant with respect to the subject matter hereof. Any
modification of this SAR Agreement must be in writing signed by the Company (oral statements by any
person cannot modify this SAR Agreement) and, if the modification is both material and adverse to
Participant, must also be signed by Participant. Decisions of the Committee with respect to the
administration and interpretation of the 2005 Plan and this SAR Agreement shall be final,
conclusive and binding on all persons interested therein.


     (c) As a condition to the right to exercise this SAR, the Participant must not have
theretofore delivered to the Company a written document signed by the Participant surrendering the
SAR to the Company.


     IN WITNESS WHEREOF, the Company has caused this SAR Agreement to be duly executed by its duly
authorized officers and the Participant has executed this SAR Agreement, each on Annex A,
as of the Grant Date.


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ANNEX A



STOCK APPRECIATION RIGHT GRANT AGREEMENT AND ACKNOWLEDGEMENT 



Name:      «Name»



Address:  «Address»  «City»,  «State»  «Zip»



Social Security or Tax ID Number:      «SSN»



 




Grant Date:            «Date1»



Expiration Date:     «Date2»



Number of Granted Shares:      «Shares»



Grant Price:      «Price»



	 	 	 
	Vesting Schedule:
	 	One third equal installments on the first three anniversaries of the
Grant Date.





	 	 	 	 	 
	 	 	Number of Shares Vesting	 	Vest Date
	 
	 	«Shares»
	 	«Date»
	 
	 	«Shares»
	 	«Date»
	 
	 	«Shares»
	 	«Date»





Exercisability Conditions:



     This SAR is subject to the conditions to exercisability set forth in Paragraph 3(b) of the
Agreement.


R.H. Donnelley Corporation



	 	 	 	 	 
	By:
	 	 	 	 
	 
	 	 

Gretchen Zech
	 	 
	 
	 	Senior Vice President – Human Resources	 	 





ACCEPTED AND AGREED TO:


«First» «Middle» «Last»



                                                            

Signature


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ANNEX B




STOCK APPRECIATION RIGHT EXERCISE AUTHORIZATION FORM 



I hereby exercise the following Stock Appreciation Rights granted to me by R.H. Donnelley. I
understand that this will not be deemed a valid exercise until the Company has received this letter
and I have otherwise complied with all of the applicable terms and conditions of the 2005 Stock
Award and Incentive Plan and the SAR Agreement.




	 	 	 	 	 	 	 
	 	 	Grant Date	 	# Shares Exercised	 	Grant Price
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 










Tax Withholding Election:



I understand that you will reduce the number of Shares I will receive through this exercise by the
amount necessary to satisfy my withholding tax obligation.













Shares to be Registered to:




Name:




Address:













Share Delivery Instructions (check one):




	 	 	 	 	 	 	 	 	 	 	 
	o


	 	E*Trade Financial
	 	 	o
	 	 	Other (please include name & mailing address)
	 	 
	 

	 	1095 White Rock Road	 	 	 	 	 	 	 	 
	 

	 	Rancho Cordova, CA 95670	 	 	 	 	 	 	 	 










	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Print Name

	 	 	 	 

Social Security #
	 	 
	 
	 	 	 	 	 	 
	 

Signature

	 	 	 	 

Phone #
	 	 






 





Date









Fax completed form to:

Compensation Department

Jeremy Loftis, Compensation Analyst

Fax: 919-297-1517









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