exv10w35






EXHIBIT 10.35




STAND-ALONE NONQUALIFIED STOCK OPTION AGREEMENT

(Time-Vested Award)



* * * * *



Participant: Atish Banerjea




Grant Date: January 18, 2011




Per Share Exercise Price: $6.97




Number of Shares subject to this Option: 50,000




* * * * *



     THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the
Grant Date specified above, is entered into by and between Dex One Corporation, a corporation
organized in the State of Delaware (the “Company”), and the Participant specified above.



     This Nonqualified Stock Option is granted to the Participant on a stand-alone basis, outside
the Dex One Corporation Equity Incentive Plan, as amended (the “Plan”), as a material
inducement for the Participant to accept the position of Senior Vice President and Chief Technology
Officer of the Company. Notwithstanding the foregoing, it is intended that all of the terms and
conditions of the Plan that would otherwise have been applicable to this Nonqualified Stock Option
had this Nonqualified Stock Option been granted under the Plan (except as otherwise expressly
provided herein) be applicable to this Nonqualified Stock Option, and accordingly, references to
the Plan are made herein for such purpose and those terms are incorporated herein by reference.
The Plan is attached as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 4, 2010.



     NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth
and for other good and valuable consideration, the parties hereto hereby mutually covenant and
agree as follows:



     1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in
all respects to the terms and provisions of the Plan (including, without limitation, any amendments
thereto adopted at any time and from time to time unless such amendments are expressly intended not
to apply to this Nonqualified Stock Option), all of which terms and provisions are made a part of
and incorporated in this Agreement as if they were each expressly set forth herein. Any
capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto
in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the
Participant has read the Plan carefully and fully understands its content. In the event of any
conflict between the terms of this Agreement and the terms of the Plan, the terms of this Agreement
shall control. No part of this Nonqualified Stock Option granted hereby
is intended to qualify as an “incentive stock option” under Section 422 of the Code.



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Without limiting the generality of the preceding sentences, the number of shares of Common Stock subject to
the Nonqualified Stock Option and the Per Share Exercise Price therefore shall be subject to
adjustment as provided in Section 5.7 of the Plan. Notwithstanding the foregoing, no amendment to
the Plan or this Agreement, or the exercise of any discretion by the Company, the Committee, the
Board or otherwise with respect to interpreting or administering the Plan and/or this Agreement
which would impair the rights of the Participant shall be effective with respect to this
Nonqualified Stock Option unless specifically agreed to by the Participant in an advance writing.
In addition, any provision of the Plan which provides that the decisions and interpretation of the
Company, the Committee, the Board or otherwise are final, binding and conclusive (or any other
language of similar effect) shall not be applicable to this Nonqualified Stock Option to the extent
that the exercise of the powers thereunder would be inconsistent with the economic intent of this
Agreement.




     2. Grant of Option. The Company hereby grants to the Participant, as of the Grant
Date specified above, a Nonqualified Stock Option (this “Option”) to acquire from the
Company at the Per Share Exercise Price specified above, the aggregate number of shares of Common
Stock specified above (the “Option Shares”). Except as otherwise provided by the Plan, the
Participant agrees and understands that nothing contained in this Agreement provides, or is
intended to provide, the Participant with any protection against potential future dilution of the
Participant’s interest in the Company for any reason. The Participant shall have no rights as a
stockholder with respect to any shares of Common Stock covered by this Option unless and until the
Participant has become the holder of record of such shares, 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 specifically provided for in the Plan or this Agreement.



     3. Vesting and Exercise.


          (a) Vesting. Subject to the provisions of Sections 3(b) through 3(d) hereof, this
Option shall vest and become exercisable as follows, subject to the Participant’s continued service
with the Company or its Subsidiaries on each applicable Vesting Date (as provided below):



	 	 	 
	Vesting Date	 	Number of Shares
	January 18, 2012
	 	12,500
	January 18, 2013
	 	12,500
	January 18, 2014
	 	12,500
	January 18, 2015
	 	12,500






Except as provided in Sections 3(b) and 3(c) hereof, there shall be no proportionate or partial
vesting in the periods prior to each Vesting Date and all vesting shall occur only on the
appropriate Vesting Date specified above, subject to the Participant’s continued
service with the Company or any of its Subsidiaries on each applicable Vesting Date. Upon
expiration of this Option, this Option shall be cancelled and no longer exercisable.




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          (b) Accelerated Vesting; Committee Discretion to Accelerate Vesting. Notwithstanding
the foregoing, in the event of the Participant’s termination of service with the Company and its
Subsidiaries by the Company without “Cause,” by the Participant for “Good Reason”
(each as defined in the 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 “SVP Severance Plan”)), or as a result of the Participant’s death or Disability,
then the unvested portion of this Option that would have become vested on the next Vesting Date (as
set forth above) immediately following such termination had the Participant remained in the service
of the Company and its Subsidiaries through such Vesting Date shall become immediately vested as of
the date of such termination. In addition to the foregoing, the Committee may, in its sole
discretion, provide for accelerated vesting of this Option at any time and 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 its
Subsidiaries 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 SVP
Severance Plan), any unvested portion of this Option shall become fully and immediately vested and
exercisable on the date of such termination (or the date of the Change in Control, if such
termination occurs within three (3) months prior to such Change in Control). In addition to the
foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of this
Option at any time and for any reason. The parties hereto agree that if other officers, directors
or employees of the Company have outstanding stock options, SARs or similar awards which vest upon
a Change in Control (either by the terms of the applicable award agreement or through the act of
the Committee, the Board or otherwise), than, notwithstanding the foregoing, this Option shall vest
as to 100% of the unvested portion of this Option as of the Change in Control. The parties further
acknowledge and agree that to the extent that this Option remains unvested upon a termination of
Executive’s employment in which the first sentence of this Section 3(c) could be applicable, this
Option shall not terminate until the last date on which this Option could vest in accordance with
this Section 3(c).


          (d) Expiration. Unless earlier terminated in accordance with the terms and provisions
of the Plan and/or this Agreement, all portions of this Option (whether vested or not vested) shall
expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant
Date.



     4. Termination. Subject to the terms of the Plan and this Agreement, this Option, to
the extent vested at the time of the Participant’s termination of service with the Company or its
Subsidiaries (taking into account the accelerated vesting provisions set forth herein) shall remain
exercisable as follows:


          (a) General. Except as otherwise provided in Sections 4(b) and 4(c) hereof, in the
event of the Participant’s termination of service with the Company and its Subsidiaries for any
reason, the vested portion of this Option shall remain exercisable
until the earlier of (i) one (1) year from the date of such termination, and (ii) the
expiration of the stated term of this Option pursuant to Section 3(d) hereof.




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          (b) Termination for Cause. In the event of the Participant’s termination of service
with the Company and its Subsidiaries for Cause, the vested portion of this Option shall remain
exercisable until the earlier of (i) thirty (30) days from the date of such termination, and (ii)
the expiration of the stated term of this Option pursuant to Section 3(d) hereof; provided
that if such Cause event has a material adverse effect on the Company or its reputation, the
Participant’s entire Option (whether or not vested) shall instead terminate and expire upon such
termination.


          (c) Treatment of Unvested Option upon Termination. Any portion of this Option that is
not vested as of the date of the Participant’s termination of service with the Company and its
Subsidiaries for any reason shall terminate and expire as of the date of such termination.



     5. Method of Exercise and Payment. Subject to Section 8 hereof, to the extent that
this Option has become vested and exercisable with respect to a number of shares of Common Stock as
provided herein, this Option may thereafter be exercised by the Participant, in whole or in part,
at any time or from time to time prior to the expiration of this Option as provided herein and in
accordance with any of the methods set forth in Section 2.1(c) of the Plan, including, without
limitation, by the filing of any written form of exercise notice as may be required by the
Committee and payment in full of the Per Share Exercise Price specified above multiplied by the
number of shares of Common Stock underlying the portion of this Option exercised.



     6. Non-Transferability. This Option, and any rights and interests with respect
thereto, issued under this Agreement shall not be sold, exchanged, transferred, assigned or
otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other
than by testamentary disposition by the Participant or the laws of descent and distribution.
Notwithstanding the foregoing, the Committee may, in its sole discretion, permit this Option to be
transferred to a “family member” (as defined in Section A.1.(a)(5) of the general instructions of
Form S-8) for no value, provided that such transfer shall only be valid upon execution of a written
instrument in form and substance acceptable to the Committee in its sole discretion evidencing such
transfer and the transferee’s acceptance thereof signed by the Participant and the transferee, and
provided, further, that this Option may not be subsequently transferred other than by will or by
the laws of descent and distribution or to another “family member” (as permitted by the Committee
in its sole discretion) in accordance with the terms of the Plan and this Agreement, and shall
remain subject to the terms of the Plan and this Agreement. Any attempt to sell, exchange,
transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way this Option,
or the levy of any execution, attachment or similar legal process upon this Option, contrary to the
terms and provisions of 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 and
interpretation of this Agreement shall be governed by, and construed in accordance with, the laws
of 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 or
withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any
federal, state, local and foreign taxes of any kind (including, but



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not limited to, the
Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary
to be withheld or remitted to comply with the Code and/or any other applicable law, rule or
regulation with respect to this Option and, if the Participant fails to do so, the Company may
otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued
pursuant to this Agreement. Any statutorily required withholding obligation with regard to the
Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise
deliverable upon exercise of this Option or by any other method, as selected by the Participant, as
provided in Section 5.5 of the Plan.




     9. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the
entire 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 the
parties relating to such subject matter. This Agreement may only be modified or amended by a
writing signed by both the Company and the Participant, except as specifically provided in the Plan
(as limited by this Agreement).



     10. Notices. Any notice hereunder by the Participant shall be given to the Company in
writing 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 the
Company shall be given to the Participant in writing and such notice shall be deemed duly given
only upon receipt thereof at such address as the Participant may have on file with the Company.



     11. No Right to Service. Nothing in this Agreement shall interfere with or limit in
any way the right of the Company or its Subsidiaries to terminate the Participant’s service at any
time, for any reason and with or without Cause.



     12. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously
consents to the transmission by the Company (or any Subsidiary) of any personal data information
related to this Option awarded under this Agreement for legitimate business purposes. This
authorization and consent is freely given by the Participant.



     13. Compliance with Laws. The issuance of this Option (and the Option Shares upon
exercise of this Option) pursuant to this Agreement shall be subject to, and shall comply with, any
applicable requirements of any foreign and U.S. federal and state securities laws, rules and
regulations (including, without limitation, the provisions of the Securities Act of 1933, as
amended, the Exchange Act and in each case any respective rules and regulations promulgated
thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated
to issue this Option or any of the Option Shares pursuant to this Agreement if any such issuance
would violate any such requirements. The Company represents that it is not restricted from
granting the award contemplated under this Agreement for any reason. The Company shall register
the shares subject to this award on an S-8 or S-3 (or other appropriate registration statement).



     14. Section 409A. Notwithstanding anything herein or in the Plan to the contrary,
this Option is intended to be exempt from the applicable requirements of



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Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent as is reasonable
under the circumstances.




     15. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be
binding upon, and be enforceable by the Company and its successors and assigns. The Participant
shall not assign (except in accordance with Section 6 hereof) this Option or any part of this
Agreement without the prior express written consent of the Company.



     16. Headings. The titles and headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a part of this
Agreement.



     17. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one and the same
instrument.



     18. Further Assurances. Each party hereto shall do and perform (or shall cause to be
done 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 to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated thereunder.



     19. Severability. The invalidity or unenforceability of any provisions of this
Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any
provision of this Agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.



     20. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company
may terminate or amend the Plan at any time, subject to the limitations contained in the Plan and
this Agreement, (b) the award of this Option made under this Agreement is completely independent of
any other award or grant and is made at the sole discretion of the Company; (c) no past grants or
awards (including, without limitation, this Option) give the Participant any right to any grants or
awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of
the Participant’s ordinary salary, and shall not be considered 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 first
written above.



	 	 	 	 	 
	 	DEX ONE CORPORATION

 	 
	 	By:  	/s/ Gretchen Zech
 	 
	 	 	Name:  	Gretchen Zech 	 
	 	 	Title:  	Senior Vice President, Human Resources 	 
	 
	 
	 	PARTICIPANT

 	 
	 	/s/ Atish Banerjea
 	 
	 	Atish Banerjea 	 
	 	 	 
	 




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