no amendment to the Plan orthis Agreement, or the exercise of any discretion by the Company, the Committee, the Board orotherwise with respect to interpreting or administering the Plan and/or this Agreement which wouldimpair the rights of the Participant shall be effective with respect to this Restricted Stock Awardunless specifically agreed to by the Participant in an advance writing. In addition, any provisionof the Plan which provides that the decisions and interpretation of the Company, the Committee, theBoard or otherwise are final, binding and conclusive (or any other language of similar effect)shall not be applicable to this Restricted Stock Award to the extent that the exercise of thepowers thereunder would be inconsistent with the economic intent of this Agreement.     2. **Grant of Restricted Stock Award****.**The Company hereby grants to the Participant, asof the Grant Date specified above, the number of shares of Restricted Stock specified above.Except as otherwise provided by the Plan, the Participant agrees and understands that nothingcontained in this Agreement provides, or is intended to provide, the Participant with anyprotection against potential future dilution of the Participant’s interest in the Company for anyreason, and no adjustments shall be made for ordinary dividends in cash or other property,distributions or other rights in respect of any such shares, except as otherwise specificallyprovided for in the Plan or this Agreement. Subject to Section 5 hereof, the Participant shallhave the rights of a stockholder in respect of the shares underlying this Restricted Stock Award.     3. **Vesting****.**          (a) The Restricted Stock subject to this grant shall become unrestricted and vested asfollows, subject to the Participant’s continued service with the Company or its Subsidiaries oneach applicable Vesting Date (as provided below):     **Vesting Date** **Number of Shares** January 18, 2012  16,667 January 18, 2013  16,667 January 18, 2014  16,666 Except as provided in Sections 3(b) and 3(c) hereof, there shall be no proportionate or partialvesting in the periods prior to each Vesting Date and all vesting shall occur only on theappropriate Vesting Date specified above, subject to the Participant’s continued service with theCompany or any of its Subsidiaries on each applicable vesting date.          (b) Accelerated Vesting; Committee Discretion. Notwithstanding the foregoing, in theevent of the Participant’s termination of service with the Company and its Subsidiaries by theCompany without “Cause,” by the Participant for “Good Reason” (each as defined inthe Dex One Corporation Severance Plan — Senior Vice President (Effective as Amended October 14,2010), as the same may hereafter be amended and/or superseded from time to time)(the “SVPSeverance Plan”)), or as a result of the Participant’s death or Disability, then the portion ofthe Participant’s unvested Restricted Stock hereunder that would have
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become vested on the nextVesting Date (as set forth above) immediately following such termination had the Participantremained in the service of the Company and its Subsidiaries through such Vesting Date shall becomeimmediately vested as of the date of such termination. In addition to the foregoing, the Committeemay, in its sole discretion, provide for accelerated vesting of the Restricted Stock at any timeand for any reason.          (c) Change in Control. Notwithstanding the provisions of Sections 3(a) and 3(b)hereof, in the event of the Participant’s termination of service with the Company and itsSubsidiaries by the Company without Cause or by the Participant for Good Reason within three (3)months prior to or two (2) years following a “Change in Control” (as defined in the SVPSeverance Plan), any unvested Restricted Stock remaining outstanding hereunder shall become fullyand immediately vested on the date of such termination (or the date of the Change in Control, ifsuch termination occurs within three (3) months prior to such Change in Control). In addition tothe foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of thisRestricted Stock Award at any time and for any reason. The parties hereto agree that if otherofficers, directors or employees of the Company have outstanding Restricted Stock Awards or similarawards which vest upon a Change in Control (either by the terms of the applicable award agreementor through the act of the Committee, the Board or otherwise), than, notwithstanding the foregoing,this Restricted Stock Award shall vest as to 100% of the unvested portion of this Restricted StockAward as of the Change in Control. The parties further acknowledge and agree that to the extentthat this Restricted Stock Award remains unvested upon a termination of Executive’s employment inwhich the first sentence of this Section 3(c) could be applicable, this Restricted Stock Awardshall not terminate until the last date on which this Restricted Stock Award could vest inaccordance with this Section 3(c).          (d) Forfeiture. Except as otherwise provided herein (including, without limitation,the accelerated vesting provisions set forth herein) and subject to the Committee’s discretion toaccelerate vesting hereunder, all unvested shares of Restricted Stock shall be immediatelyforfeited upon the Participant’s termination of service with the Company and its Subsidiaries forany reason.     4. **Period of Restriction; Delivery of Unrestricted Shares****.**During the applicableperiod of restriction, the Restricted Stock shall bear a legend as determined to be necessary bythe Committee to evidence the applicable restrictions hereunder. When shares of Restricted Stockawarded by this Agreement become vested, the Participant shall be entitled to receive unrestrictedshares and if the Participant’s stock certificates contain legends restricting the transfer of suchshares, the Participant shall be entitled to receive new stock certificates free of such legends(except any legends requiring compliance with securities laws).     5. **Dividends and Other Distributions; Voting****.**The Participant shall be entitled toreceive all dividends and other distributions paid with respect to the Restricted Stock, providedthat any such dividends or other distributions will be subject to the same vesting requirements asthe underlying Restricted Stock and shall be paid at the time the Restricted Stock becomes vestedpursuant to Section 3 hereof. If any dividends or distributions are paid in shares, the sharesshall be deposited with the Company and shall be subject to the same restrictions ontransferability and forfeitability as the Restricted Stock with respect to which they were paid.The Participant may exercise full voting rights with respect to the Restricted Stock grantedhereunder.
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     6. **Non-Transferability****.**The shares of Restricted Stock, and any rights and interestswith respect thereto, issued under this Agreement shall not, prior to vesting, be sold, exchanged,transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary ofthe Participant), other than by testamentary disposition by the Participant or the laws of descentand distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwisedispose of or hypothecate in any way any of the Restricted Stock, or the levy of any execution,attachment or similar legal process upon the Restricted Stock, contrary to the terms and provisionsof this Agreement and/or the Plan shall be null and void and without legal force or effect.     7. **Governing Law****.**All questions concerning the construction, validity andinterpretation of this Agreement shall be governed by, and construed in accordance with, the lawsof the State of Delaware, without regard to the choice of law principles thereof.     8. **Withholding of Tax****.**The Company shall have the power and the right to deduct orwithhold, or require the Participant to remit to the Company, an amount sufficient to satisfy anyfederal, state, local and foreign taxes of any kind (including, but not limited to, theParticipant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessaryto be withheld or remitted to comply with the Code and/or any other applicable law, rule orregulation with respect to the Restricted Stock and, if the Participant fails to do so, the Companymay otherwise refuse to issue or transfer any shares of Common Stock otherwise required to beissued pursuant to this Agreement. Any statutorily required withholding obligation with regard tothe Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwisedeliverable to the Participant hereunder or by any other method, as selected by the Participant, asprovided in Section 5.5 of the Plan.     9. **Section 83(b)****.**If the Participant properly elects (as required by Section 83(b) ofthe Code) within 30 days after the issuance of the Restricted Stock to include in gross income forfederal income tax purposes in the year of issuance the Fair Market Value of such shares ofRestricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to theCompany to pay to the Company upon such election, any federal, state or local taxes required to bewithheld with respect to the Restricted Stock. If the Participant shall fail to make such payment,the Company shall, to the extent permitted by law, have the right to deduct from any payment of anykind otherwise due to the Participant any federal, state or local taxes of any kind required by lawto be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 8hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not theCompany’s, to file timely and properly the election under Section 83(b) of the Code and anycorresponding provisions of state tax laws if the Participant elects to make such election, and theParticipant agrees to timely provide the Company with a copy of any such election.     10. **Securities Representations****.**The shares of Restricted Stock are being issued tothe Participant and this Agreement is being made by the Company in reliance upon the followingexpress representations and warranties of the Participant. The Participant acknowledges,represents and warrants that:          (a) The Participant has been advised that the Participant may be an “affiliate” within themeaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
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and in this connection the Company is relying in part on the Participant’s representations setforth in this Section 10.          (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the SecuritiesAct, the shares of Restricted Stock must be held indefinitely unless an exemption from anyapplicable resale restrictions is available or the Company files an additional registrationstatement (or a “re-offer prospectus”) with regard to the shares of Restricted Stock and theCompany is under no obligation to register the shares of Restricted Stock (or to file a “re-offerprospectus”).          (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the SecuritiesAct, the Participant understands that (i) the exemption from registration under Rule 144 will notbe available unless (A) a public trading market then exists for the Common Stock of the Company,(B) adequate information concerning the Company is then available to the public, and (C) otherterms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale ofthe shares of vested Restricted Stock hereunder may be made only in limited amounts in accordancewith the terms and conditions of Rule 144 or any exemption therefrom.     11. **Entire Agreement; Amendment****.**This Agreement, together with the Plan, contains theentire agreement between the parties hereto with respect to the subject matter contained herein,and supersedes all prior agreements or prior understandings, whether written or oral, between theparties relating to such subject matter. This Agreement may only be modified or amended by awriting signed by both the Company and the Participant, except as specifically provided in the Plan(as limited by this Agreement).     12. **Notices****.**Any notice hereunder by the Participant shall be given to the Company inwriting and such notice shall be deemed duly given only upon receipt thereof by the General Counsel(or its designee) of the Company, or, if not available, the Board. Any notice hereunder by theCompany shall be given to the Participant in writing and such notice shall be deemed duly givenonly upon receipt thereof at such address as the Participant may have on file with the Company.     13. **Acceptance****.**The Participant shall forfeit the Restricted Stock if the Participantdoes not execute this Agreement within a period of 60 days from the date that the Participantreceives this Agreement (or such other period as the Committee shall provide).     14. **No Right to Service****.**Nothing in this Agreement shall interfere with or limit inany way the right of the Company or its Subsidiaries to terminate the Participant’s service at anytime, for any reason and with or without Cause.     15. **Transfer of Personal Data****.**The Participant authorizes, agrees and unambiguouslyconsents to the transmission by the Company (or any Subsidiary) of any personal data informationrelated to the Restricted Stock awarded under this Agreement for legitimate business purposes.This authorization and consent is freely given by the Participant.     16. **Compliance with Laws****.**The issuance of the Restricted Stock or unrestricted sharespursuant to this Agreement shall be subject to, and shall comply with, any applicable requirementsof any foreign and U.S. federal and state securities laws, rules and regulations (including,without limitation, the provisions of the Securities Act, the Exchange Act and in each
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case anyrespective rules and regulations promulgated thereunder) and any other law or regulation applicablethereto. The Company shall not be obligated to issue the Restricted Stock or any of the sharespursuant to this Agreement if any such issuance would violate any such requirements. The Companyrepresents that it is not restricted from granting the award contemplated under this Agreement forany reason. The Company shall register the shares subject to this award on an S-8 or S-3 (or otherappropriate registration statement).     17. **Section 409A****.**Notwithstanding anything herein or in the Plan to the contrary, theshares of Restricted Stock are intended to be exempt from the applicable requirements of Section409A of the Code and shall be limited, construed and interpreted in accordance with such intent asis reasonable under the circumstances.     18. **Binding Agreement; Assignment****.**This Agreement shall inure to the benefit of, bebinding upon, and be enforceable by the Company and its successors and assigns. The Participantshall not assign (except in accordance with Section 6 hereof) the Restricted Stock or any part ofthis Agreement without the prior express written consent of the Company.     19. **Headings****.**The titles and headings of the various sections of this Agreement havebeen inserted for convenience of reference only and shall not be deemed to be a part of thisAgreement.     20. **Counterparts****.**This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original, but all of which shall constitute one and the sameinstrument.     21. **Further Assurances****.**Each party hereto shall do and perform (or shall cause to bedone and performed) all such further acts and shall execute and deliver all such other agreements,certificates, instruments and documents as either party hereto reasonably may request in order tocarry out the intent and accomplish the purposes of this Agreement and the consummation of thetransactions contemplated thereunder.     22. **Severability****.**The invalidity or unenforceability of any provisions of thisAgreement in any jurisdiction shall not affect the validity, legality or enforceability of theremainder of this Agreement in such jurisdiction or the validity, legality or enforceability of anyprovision of this Agreement in any other jurisdiction, it being intended that all rights andobligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.     23. **Acquired Rights****.**The Participant acknowledges and agrees that: (a) the Companymay terminate or amend the Plan at any time, subject to the limitations contained in the Plan orthis Agreement; (b) the award of Restricted Stock made under this Agreement is completelyindependent of any other award or grant and is made at the sole discretion of the Company; (c) nopast grants or awards (including, without limitation, the Restricted Stock awarded hereunder) givethe Participant any right to any grants or awards in the future whatsoever; and (d) any benefitsgranted under this Agreement are not part of the Participant’s ordinary salary, and shall not beconsidered as part of such salary in the event of severance, redundancy or resignation.
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     **IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the date firstwritten above.      **DEX ONE CORPORATION**