exv10w34






EXHIBIT 10.34




STAND-ALONE RESTRICTED STOCK AWARD AGREEMENT




*  *  *  *  *


Participant: Atish Banerjea



Grant Date: January 18, 2011




Number of Shares of

Restricted Stock Granted: 50,000




*  *  *  *  *



     THIS RESTRICTED STOCK 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 Restricted Stock Award 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 Restricted Stock Award had
this Restricted Stock Award been granted under the Plan (except as otherwise expressly provided
herein) be applicable to this Restricted Stock Award, 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 the Restricted Stock Award provided hereunder), 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. Without limiting the generality of the preceding sentences, the number of
shares of Common Stock subject to this Restricted Stock Award 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 Restricted Stock Award
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 Restricted Stock Award to the extent that the exercise of the
powers thereunder would be inconsistent with the economic intent of this Agreement.




     2. Grant of Restricted Stock Award. The Company hereby grants to the Participant, as
of 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 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, 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. Subject to Section 5 hereof, the Participant shall
have 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 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
	 	 	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 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.




          (b) Accelerated Vesting; Committee Discretion. 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 portion of
the Participant’s unvested Restricted Stock hereunder that would have



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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 the Restricted Stock 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 Restricted Stock remaining outstanding hereunder shall become fully
and immediately vested 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
Restricted Stock Award at any time and for any reason. The parties hereto agree that if other
officers, directors or employees of the Company have outstanding Restricted Stock Awards 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 Restricted Stock Award shall vest as to 100% of the unvested portion of this Restricted Stock
Award as of the Change in Control. The parties further acknowledge and agree that to the extent
that this Restricted Stock Award remains unvested upon a termination of Executive’s employment in
which the first sentence of this Section 3(c) could be applicable, this Restricted Stock Award
shall not terminate until the last date on which this Restricted Stock Award could vest in
accordance 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 to
accelerate vesting hereunder, all unvested shares of Restricted Stock shall be immediately
forfeited upon the Participant’s termination of service with the Company and its Subsidiaries for
any reason.




     4. Period of Restriction; Delivery of Unrestricted Shares. During the applicable
period of restriction, the Restricted Stock shall bear a legend as determined to be necessary by
the Committee to evidence the applicable restrictions hereunder. When shares of Restricted Stock
awarded by this Agreement become vested, the Participant shall be entitled to receive unrestricted
shares and if the Participant’s stock certificates contain legends restricting the transfer of such
shares, 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 to
receive all dividends and other distributions paid with respect to the Restricted Stock, provided
that any such dividends or other distributions will be subject to the same vesting requirements as
the underlying Restricted Stock and shall be paid at the time the Restricted Stock becomes vested
pursuant to Section 3 hereof. If any dividends or distributions are paid in shares, the shares
shall be deposited with the Company and shall be subject to the same restrictions on
transferability 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 granted
hereunder.



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     6. Non-Transferability. The shares of Restricted Stock, and any rights and interests
with 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 of
the Participant), other than by testamentary disposition by the Participant or the laws of descent
and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise
dispose 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 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 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 the Restricted Stock 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 to the Participant hereunder or by any other method, as selected by the Participant, as
provided in Section 5.5 of the Plan.



     9. Section 83(b). If the Participant properly elects (as required by Section 83(b) of
the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for
federal income tax purposes in the year of issuance the Fair Market Value of such shares of
Restricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to the
Company to pay to the Company upon such election, any federal, state or local taxes required to be
withheld 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 any
kind otherwise due to the Participant any federal, state or local taxes of any kind required by law
to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 8
hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the
Company’s, to file timely and properly the election under Section 83(b) of the Code and any
corresponding provisions of state tax laws if the Participant elects to make such election, and the
Participant agrees to timely provide the Company with a copy of any such election.



     10. Securities Representations. The shares of Restricted Stock are being issued to
the Participant and this Agreement is being made by the Company in reliance upon the following
express 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 the
meaning 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 set
forth in this Section 10.




          (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities
Act, the shares of Restricted Stock must be held indefinitely unless an exemption from any
applicable resale restrictions is available or the Company files an additional registration
statement (or a “re-offer prospectus”) with regard to the shares of Restricted Stock and the
Company is under no obligation to register the shares of Restricted Stock (or to file a “re-offer
prospectus”).




          (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities
Act, the Participant understands that (i) the exemption from registration under Rule 144 will not
be 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) other
terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of
the shares of vested Restricted Stock hereunder may be made only in limited amounts in accordance
with the terms and conditions of Rule 144 or any exemption therefrom.




     11. 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).



     12. 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.



     13. Acceptance. The Participant shall forfeit the Restricted Stock if the Participant
does not execute this Agreement within a period of 60 days from the date that the Participant
receives 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 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.



     15. 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 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 shares
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, the Exchange Act and in each



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case any
respective rules and regulations promulgated thereunder) and any other law or regulation applicable
thereto. The Company shall not be obligated to issue the Restricted Stock or any of the 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).




     17. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the
shares of Restricted Stock are intended to be exempt from the applicable requirements of Section
409A of the Code and shall be limited, construed and interpreted in accordance with such intent as
is reasonable under the circumstances.



     18. 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) the Restricted Stock or any part of
this Agreement without the prior express written consent of the Company.



     19. 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.



     20. 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.



     21. 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.



     22. 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.



     23. 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 or
this Agreement; (b) the award of Restricted Stock 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, the Restricted Stock awarded hereunder) 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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