exv10w1






EXHIBIT 10.1

EXECUTION VERSION




DEX ONE CORPORATION




EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT is made as of the 6th day of September, 2010, by and between Dex One
Corporation, a Delaware corporation (the “COMPANY”), and Alfred Mockett (“EXECUTIVE”).



WITNESSETH:




     WHEREAS, Executive and the Company wish to enter into an employment relationship on the terms
and conditions set forth in this Employment Agreement (this “AGREEMENT”);



     WHEREAS, the Board of Directors of the Company (the “BOARD”) has authorized the Company to
enter into this Agreement; and



     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for
other good and valuable consideration, the validity and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:



     1. Term of Employment. Subject to the provisions of Section 8 of this Agreement,
Executive shall be employed by the Company for a period (the “EMPLOYMENT TERM”) commencing on
September 13, 2010 (the “COMMENCEMENT DATE”) and ending on December 31, 2014.



     2. Position.



          (a) Executive shall serve as President and Chief Executive Officer of the Company. In such
position, Executive shall have such duties and authority commensurate with such position and, to
the extent not inconsistent with the foregoing, as shall be determined from time to time by the
Board. Executive shall be employed as the senior most executive officer of the Company (without
regard to any Chairman) and shall report directly to the Board.




          (b) During the Employment Term, Executive will devote substantially all of his business time
and best efforts to the performance of his duties hereunder and will not engage in any other
business, profession or occupation for compensation or otherwise which would conflict with the
rendition of such services either directly or indirectly, without the prior written consent of the
Board; provided that nothing herein shall be deemed to preclude Executive from serving on business,
civic or charitable boards or committees, as long as such activities do not materially interfere
with the performance of Executive’s duties hereunder.




          (c) The Board shall take such action as may be necessary to appoint or elect Executive as a
member of the Board as of the Commencement Date, subject to the limitations of applicable law.
Thereafter, during the Employment Term, the Board shall nominate Executive for re-election as a
member of the Board at the expiration of the then current term, provided that the foregoing shall
not be required to the extent prohibited by legal or regulatory requirements. Executive shall not
be entitled to any additional consideration for serving on the Board.




 









 







     3. Base Salary. Company shall pay Executive an annual base salary (the “BASE SALARY”) at the
initial annual rate of $975,000, payable in equal bi-monthly installments or otherwise in
accordance with the payroll and personnel practices of the Company in effect from time to time.
Base Salary shall be reviewed annually by the Board or a committee thereof to which the Board may
from time to time have delegated such authority (the “COMMITTEE”) for possible increase (but not
decrease) in the sole discretion of the Board or the Committee, as the case may be.




     4. Bonus. With respect to each fiscal year all or part of which is contained in the
Employment Term, Executive shall be eligible to receive an annual incentive bonus under the
Company’s annual incentive program as in effect from time to time, with a target bonus opportunity
of 100% of Base Salary (the “BONUS”), based upon the attainment of one or more pre-established
performance goals established by the Board or the Committee after consultation with Executive and
prorated for any partial fiscal year during the Employment Term. Any Bonus paid to Executive shall
be less applicable withholdings and shall be distributed pursuant to policies as determined by the
Company, provided that payment of any Bonus shall in all events be made in the calendar year
following the calendar year to which such Bonus relates and within 15 days following the Company’s
filing of it Annual Report on Form 10-K.



     5. Equity Awards.



          (a) Except as provided in Section 5(a)(ii) hereof, immediately following execution of this
Agreement, the Company shall grant to Executive the following equity awards:




               (i) in accordance with Exhibit A attached hereto, a 10-year stock option to purchase
200,000 shares of the Company’s common stock (A) to become vested in four (4) annual installments
on each anniversary of the Commencement Date, subject to continued employment on each applicable
vesting date, and (B) to have an exercise price equal to the fair market value of a share of the
Company’s common stock on the date of grant;



               (ii) in accordance with Exhibit B attached hereto, a restricted stock award granted
within thirty (30) days following the Commencement Date for 200,000 shares of the Company’s common
stock to become vested in three equal annual installments on each anniversary of the Commencement
Date, subject to continued employment on each applicable vesting date;



               (iii) in accordance with Exhibit C attached hereto, a premium 10-year stock option to
purchase 200,000 shares of the Company’s common stock (A) to be fully vested at the time of grant,
and (B) to have an exercise price equal to $15 per share;



               (iv) in accordance with Exhibit D attached hereto, a premium 10-year stock option to
purchase 200,000 shares of the Company’s common stock (A) to be fully vested at the time of grant,
and (B) to have an exercise price equal to $23 per share;



               (v) in accordance with Exhibit E attached hereto, a premium 10-year stock option to
purchase 200,000 shares of the Company’s common stock (A) to be fully vested at the time of grant,
and (B) to have an exercise price equal to $32 per share.



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          (b) Prior to a “Change in Control” (as defined in Section 9(b) hereof), Executive agrees to
maintain stock ownership in the Company’s common stock equal to at least 50% of the value realized
(net of taxes) at the time of vesting (in the case of the restricted stock award) and upon exercise
(in the case of the stock option and premium stock option grants) in respect of each of the equity
awards described in Sections 5(a)(i) through (v) above during the Employment Term and for at least
six months following termination thereof (other than on account of death or Disability).




          (c) Except for the equity grants described herein, Executive shall have no right to any
future grants of equity awards from the Company, it being the understanding of the parties that the
equity grants provided for in this Agreement are intended to cover the entire Employment Term. Any
future equity awards granted by the Company and the amount of any such awards shall be determined
in the sole discretion of the Board or the Committee from time to time.




          (d) The Company shall provide Executive with reasonable assistance with the preparation and
filing of Forms 3, 4 and 5, as applicable, under the Act. The Company represents that it is not
restricted from granting the awards contemplated under this Section 5 for any reason. The Company
shall register the shares subject to such award on an S-8 or S-3 (or other appropriate registration
statement).




     6. Employee Benefits.



          (a) During the Employment Term, Executive shall be eligible for employee benefits (including
perquisites, fringe benefits, vacation, pension and profit sharing plan participation and life,
health, accident and disability insurance) made available generally to senior executives of the
Company, on terms and conditions no less favorable than those offered to other senior executives of
the Company.




          (b) Executive shall relocate to the vicinity of Cary, North Carolina within six months
following the Commencement Date. Executive shall be entitled to relocation benefits commensurate
with Executive’s position, in accordance with the Company’s relocation program as in effect from
time to time. In addition, for the first six months following the Commencement Date and prior to
Executive’s relocation to the vicinity of Cary, North Carolina, the Company shall pay or reimburse
Executive for his and his families temporary living expenses and for coach class travel expenses
incurred by Executive on a weekly basis for Executive’s travel between his current home and the
Company’s headquarters. All amounts payable under this Section 6(a) shall be reimbursed subject to
Executive’s presentment to the Company of appropriate documentation and shall be subject to the
limitations and procedures set forth in the Company’s relocation program as in effect from time to
time.




     7. Business Expenses. Reasonable travel (including first-class airfare (except as
provided in Section 6(a) hereof), entertainment and other business expenses incurred by Executive
in the performance of his duties hereunder shall be reimbursed by the Company in accordance with
Company policies in effect from time to time, provided, however, that all such reimbursements shall
be made within thirty (30) days following the date in which the expenses



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were incurred, subject to Executive’s presentment to the Company of appropriate documentation
evidencing such expenses.




     8. Termination of Employment. Each of Executive and the Company may terminate the
employment of Executive hereunder at any time in accordance with this Section 8. Executive’s
entitlements hereunder in the event of any such termination shall be as set forth in this Section
8. With respect to any termination of employment (voluntary or otherwise), Executive shall be
entitled to receive (i) accrued and unpaid Base Salary through the Date of Termination (as defined
in Section 8(f)(ii), payable on the next payroll date following the Date of Termination, (ii)
accrued but unused vacation time, payable within thirty (30) days following the Date of
Termination, (iii) any earned but unpaid bonus for a fiscal year completed on or prior to the Date
of Termination, payable at the same time as provided in Section 4, and (iv) all other vested
benefits, including, without limitation, the right to indemnification, due Executive following
Executive’s termination of employment in accordance with the then-existing employee benefit plans,
policies and practices of the Company (collectively, clauses (i) through (iv) are referred to
herein as the “ACCRUED BENEFITS”).



          (a) For Cause by the Company. If Executive’s employment is terminated by the Company
for Cause (as defined in Section 9(a) herein), Executive shall be entitled to receive the Accrued
Benefits (other than the benefit described in clause (iii) in the introductory paragraph of this
Section 8).




          (b) Death or Disability. Executive’s employment hereunder shall terminate upon his
death and may be terminated by the Company upon his Disability (as defined in Section 9(c)) during
the Employment Term. Upon termination of Executive’s employment hereunder upon the Executive’s
Disability or death, Executive or his estate (as the case may be) shall be entitled to receive:




               (i) the Accrued Benefits,



               (ii) the continued health, medical and dental insurance benefits for Executive and Executive’s
dependents in accordance with the provisions of Section 8(c)(iv);



               (iii) a pro-rata portion of the target Bonus (determined by multiplying the amount of such
bonus which would be due for the full year of termination by a fraction, the numerator of which is
the number of days during the year of termination that Executive is employed by the Company and the
denominator of which is 365), payable at the same time as provided in Section 4; and



               (iv) immediate vesting of the portion of Executive’s unvested outstanding Company equity
awards that would have become vested on the anniversary of the Commencement Date next following the
Date of Termination had Executive remained employed by the Company through such date (the
“ACCELERATED EQUITY VESTING”).



          (c) Termination Without Cause or for Good Reason Unrelated to a Change in Control.
If, during the Employment Term and prior to a Change in Control (as defined in above) or more than
two years after a Change in Control, Executive’s employment is terminated by the Company without
Cause or by Executive for Good Reason (as defined in Section 9(d) herein),






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Executive shall be entitled to the following (which Executive acknowledges shall be in partial
consideration for Executive’s compliance with the post-termination obligations hereunder
(including, without limitation, the obligations under Section 12 herein)):




               (i) the Accrued Benefits;



               (ii) In lieu of any further salary payments to Executive for periods subsequent to the Date of
Termination, the Company shall pay as severance pay a severance payment (the “SEVERANCE PAYMENT”)
equal to one and one-half (1.5) times the sum of (A) Base Salary at the rate in effect on the date
Notice of Termination is given, or if higher, at the rate in effect immediately prior to the event
or circumstance leading to the termination of employment, plus (B) target Bonus (i.e., 100% of Base
Salary). The Severance Payment shall be paid in a lump-sum, without reduction for time value of
money, upon satisfaction of the conditions set forth in Section 8(g) hereof; provided that to the
extent that the payment of such amount constitutes “nonqualified deferred compensation” for
purposes of Code Section 409A (as defined in Section 18), such payment shall not be paid until the
sixtieth (60th) day following the Date of Termination;



               (iii) the Accelerated Equity Vesting; and



               (iv) The Company will provide Executive with reimbursement for the additional costs to
Executive, excluding any additional tax costs associated with such reimbursements, of obtaining
health, medical and dental insurance (e.g., for health, medical and dental, family coverage versus
employee only) to the plans in which he participated prior to the Date of Termination for a period
of eighteen (18) months following the Date of Termination, or, if sooner, until comparable
insurance coverage is available to Executive in connection with subsequent employment or
self-employment. Such continued benefits shall be provided pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”), provided that if Executive is not eligible
for coverage pursuant to COBRA for any reason, the Company will reimburse Executive for the actual
costs associated with any other coverage that may be necessary to obtain equivalent coverage so
long as such costs are consistent with the costs generally available on a competitive basis for
such coverage


Executive shall bear full responsibility for applying for COBRA coverage and for obtaining coverage
under any other insurance policy subject to reimbursement under this Section 8(c)(iii), and nothing
herein shall constitute a guarantee of COBRA continuation coverage or benefits or a guarantee of
eligibility for health, or dental insurance coverage. Executive shall provide the Company with
notice of any subsequent employment or self-employment under which equivalent health or dental
becomes available within thirty (30) days of commencement.




          (d) Termination in Connection With a Change in Control.




               (i) If, during the Employment Term and within three (3) months prior to (consistent with
clause (ii) below) or two years following a Change in Control, Executive’s employment is terminated
by the Company without Cause or by the Executive for Good Reason, as hereinafter defined, Executive
shall be entitled to (i) the payments and benefits set forth in Section 8(c), except that for
purposes of this Section 8(d), references in Section 8(c)(i) to “one



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and one-half (1.5) times” shall be changed to “three (3) times,” and (ii) all of Executive’s
unvested outstanding Company equity awards shall fully and immediately vest. Executive
acknowledges that the foregoing severance benefits shall be in partial consideration for
Executive’s compliance with the post-termination obligations hereunder (including, without
limitation, the obligations under Section 12 herein).




               (ii) For purposes of this Agreement, termination of employment after the commencement of
negotiations with a potential acquiror or business combination partner but prior to an actual
Change of Control shall be deemed to be a termination of employment within two years following a
Change in Control if such negotiations subsequently result in a transaction with such acquiror or
business combination partner which constitutes a Change in Control (“LOOK-BACK CIC”). Executive
shall be entitled to such additional benefits as the result of a Look-Back CIC under this Section
8(d) only if the Change in Control transaction occurs within three (3) months following the Date of
Termination. Any additional payments due to Executive as the result of the Look-Back CIC shall be
payable to Executive in a lump sum (less applicable withholdings) within twenty (20) calendar days
following the consummation of the Look-Back CIC.



          (e) Voluntary Resignation; Expiration of Employment Term. Upon termination of
Executive’s employment as a result of a voluntary resignation or expiration of the Employment Term,
Executive shall be entitled to the Accrued Benefits.




          (f) Notice and Date of Termination.




               (i) Any purported termination of employment by the Company or by Executive shall be
communicated by written Notice of Termination to the other party hereto in accordance with Section
17(i) hereof. For purposes of this Agreement, a “NOTICE OF TERMINATION” shall mean a notice which
shall indicate (by reference to specific Section and sub-section numbers and letters, for example,
“Section 9(d)”) the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of employment under the provision so indicated. If the event or circumstance on which the proposed
termination of employment is based is susceptible of cure, the Notice of Termination shall not be
deemed effective until Executive or the Company, as the case may be, has had at least 30 days to
effect such cure, and unless such event or circumstance persists at the end of such cure period.
In the event Executive wishes to terminate his employment for Good Reason, as defined in Section
9(d), or the Company desires to terminate Executive’s employment for Cause, the relevant party must
provide a Notice of Termination to the other party describing the condition giving rise to Good
Reason or Cause, as the case may be, within ninety (90) days following the party’s knowledge of the
occurrence of the condition giving rise to such event. Executive may only exercise his rights to
terminate for Good Reason thereafter if the Company does not cure such condition within thirty (30)
days following the receipt of such written notice from Executive, and Executive resigns from the
Company within two (2) years following the initial existence of such condition.



               (ii) “DATE OF TERMINATION” shall mean (A) if employment is terminated for Disability, thirty
(30) days after Notice of Termination is given (provided that Executive shall not have returned to
the full-time performance of his duties during such thirty



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(30) day period), (B) if employment is terminated by reason of death, the date of death, and
(C) if employment is terminated for any other reason, subject to the effectiveness of notice and
“cure” provisions of clause (i) above, the date specified in the Notice of Termination (which, in
the case of a termination of employment by the Company for Cause shall not be less than ten (10)
days after the date such Notice of Termination is given); provided that if within thirty (30) days
after any Notice of Termination is given the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, the Date of Termination shall be
the date on which the dispute is finally determined, either by mutual written agreement of the
parties, by a binding arbitration award, or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and
no appeal having been perfected); provided further that the Date of Termination shall be extended
by a notice of dispute only if such notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence; and provided, further that in the
event Executive gives Notice of Termination for Good Reason based upon any matter referred to in
clause (i) of the definition of Good Reason, and it is thereafter determined that said grounds do
not constitute Good Reason, then so long as Executive reasonably believed in good faith that he had
grounds for termination of employment for Good Reason, the Company may not terminate Executive’s
employment for Cause based upon such matters.




          (g) Release of Claims. Any provision of this Agreement to the contrary
notwithstanding, Executive shall be obligated to execute and not revoke a valid general release of
claims substantially in the form attached hereto as Exhibit F (the “GENERAL RELEASE”) as a
condition to the Company being obligated to make the payments or provide the benefits (beyond the
Accrued Benefits) under this Section 8. The Company will provide Executive with a final General
Release within five (5) days of the Date of Termination. The General Release shall be executed and
returned (and no longer subject to revocation, if applicable) within sixty (60) days following the
Date of Termination. No General Release from Executive shall be deemed to be effective until the
7-day revocation period (if applicable) has expired.




     9. Definitions.



          (a) “CAUSE” shall mean (i) Executive’s willful and continued failure substantially to perform
the duties of his position (other than as a result of total or partial incapacity due to physical
or mental illness or as a result of a termination by Executive for Good Reason, as hereinafter
defined), (ii) any willful act or omission by Executive constituting dishonesty, fraud or other
malfeasance, (iii) Executive’s conviction of (or plea of nolo contendere to) a felony or a
misdemeanor involving theft, embezzlement dishonesty or moral turpitude under the laws of the
United States or any state thereof or any other jurisdiction in which the Company or any of its
subsidiaries conducts business, or (iv) Executive’s material breach of this Agreement. For
purposes of this definition, no act or failure to act shall be deemed “willful” unless effected by
Executive not in good faith and without a reasonable belief that such action or failure to act was
in or not opposed to the best interests of the Company. No termination for Cause shall be
effective unless made by a majority of the Board, at a meeting of the Board, held for such purpose,
where Executive and his counsel had on opportunity, on at least 5 days advance written notice, to
be heard before the Board.







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          (b) “CHANGE IN CONTROL” shall have the meaning set forth in the Dex One Corporation Equity
Incentive Plan (which 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). Notwithstanding the foregoing,
to the extent that the term “Change in Control” is being used to trigger the timing of a
distribution of deferred compensation subject to the provisions of Code Section 409A (as opposed to
triggering the vesting of benefits or the amount of severance benefits payable), no Change in
Control shall be deemed to have occurred for purpose of triggering the distribution of such
deferred compensation if it is not a “change in control event” within the meaning of Code Section
409A and the applicable treasury regulations thereunder.




          (c) “DISABILITY” shall mean the Executive’s inability, as a result of physical or mental
incapacity, to perform the duties of his position for a period of six (6) consecutive months or for
an aggregate of six (6) months in any twelve (12) consecutive month period. Any question as to the
existence of the Disability of Executive as to which Executive and the Company cannot agree shall
be determined in writing by a qualified independent physician mutually acceptable to Executive and
the Company. If Executive and the Company cannot agree as to a qualified independent physician,
each shall appoint such a physician and those two physicians shall select a third who shall make
such determination in writing. The determination of Disability made in writing to the Company and
Executive shall be final and conclusive for all purposes of the Agreement; provided, however, that
notwithstanding any other provision of this Agreement, for purposes of the continuation of benefits
under Section 8(b), then the definition of Disability used herein shall be consistent with the
definition of permanent disability under Code Section 409A (a)(2)(c).




          (d) “GOOD REASON” means: (i) any diminution in Executive’s title, position, duties or
responsibilities, re-assignment of Executive’s direct reporting relationship to anyone other than
the Board, or the assignment to Executive of duties that are inconsistent, in a material respect,
with the scope of duties and responsibilities associated with Executive’s position as specified in
Section 2; or (ii) a reduction in Base Salary or target Bonus opportunity, (for purposes of this
Section 9(d)(ii) “material reduction” shall mean a reduction of five percent (5%) or more of the
relevant compensation); provided, however, that notwithstanding the definition of “material
reduction” for purposes of this Section 9(d)(ii), nothing herein shall deprive Executive of any
right or remedy, if any, that he otherwise would have available for breach of contract as the
result of a reduction in compensation or benefits, to which Executive did not consent, which
otherwise did not constitute a material reduction; or (iii) material relocation of Executive’s
principal workplace without his consent (for purposes of this Section 9(d)(iii) “material
relocation” shall mean a relocation of Executive’s principal workplace by a distance that exceeds
fifty (50) miles); or (iv) other material breach of this Agreement by the Company.




     10. Section 280G.



          (a) On or Prior to December 31, 2012. The provisions of this Section 10(a) shall
apply to any change in ownership or control of the Company, within the meaning of Section 280G of
the Code, occurring on or prior to December 31, 2012:







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               (i) If any payment or benefit received or to be received by Executive in connection with or
contingent on a change in ownership or control of the Company, within the meaning of Section 280G
of the Internal Revenue Code (the “CODE”) (or any successor provision thereto), whether or not in
connection with Executive’s termination of employment, and whether or not pursuant to this
Agreement (such payments or benefits, excluding the Gross-Up Payment, as hereinafter defined, shall
hereinafter be referred to as the “TOTAL PAYMENTS”) will be subject to an excise tax as provided
for in Section 4999 of the Code (the “EXCISE TAX”), the Company shall pay to Executive an
additional amount (the “GROSS-UP PAYMENT”) such that the net amount retained by Executive, after
deduction of any Excise Tax on the Total Payments and any federal, state and local income and
employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments.
Any Gross-Up Payment due hereunder shall be paid to Executive promptly and in no event later than
the end of the calendar year next following the calendar year in which the related tax is paid by
Executive or as otherwise provided under Treasury Regulation §1.409A-3(i)(1)(v). Notwithstanding
the foregoing provisions of this Section 10(a), if it shall be determined that Executive is
entitled to the Gross-Up Payment, but that the Total Payments do not exceed 110% of an amount equal
to $1 less than three (3) times Executive’s “base amount” (as such term is defined in Section
280G(b)(3)(A) of the Code) (such amount referred to herein as the “SAFE HARBOR AMOUNT”), then no
Gross-Up Payment shall be made to Executive and the amounts payable to Executive shall be reduced
so that the Total Payments, in the aggregate, equal the Safe Harbor Amount. If there is a
reduction of the Total Payments pursuant to the foregoing, such reduction shall occur in the
following order: (i) any cash severance payable by reference to Executive’s Base Salary or Bonus;
(ii) any other cash amount payable to Executive; (iii) any benefit valued as a “parachute payment;”
and (iv) acceleration of vesting of any equity award.



               (ii) For purposes of determining whether any of the Total Payments will be subject to the
Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as
“parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion
of tax counsel (“TAX COUNSEL”) reasonably acceptable to Executive and selected by the accounting
firm acting as the “Auditor”, as defined below, such payments or benefits (in whole or in part) do
not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii)
all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be
treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute
payments (in whole or in part) represent reasonable compensation for services actually rendered
(within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the Base Amount allocable to
such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value
of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income
tax at the actual marginal rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the actual marginal rate of
taxation in the state and locality of Executive’s residence or, if higher, in the state and
locality of Executive’s principal place of employment, on the date of termination (or if there is
no date of termination, then the date on which the Gross-Up Payment is calculated for purposes of
this Section 10), net of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes.



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               (iii) In the event that the Excise Tax is finally determined to be less than the amount taken
into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company,
at the time that the amount of such reduction in Excise Tax is finally determined, the portion of
the Gross-Up Payment attributable to such reduction (including that portion of the Gross-Up Payment
attributable to the Excise Tax and federal, state and local income and employment taxes imposed on
the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a
reduction in Excise Tax and/or a federal, state or local income or employment tax deduction). In
the event that the Excise Tax is determined to exceed the amount taken into account hereunder in
calculating the Gross-Up Payment (including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross-Up Payment), the Company shall make an
additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions
payable by Executive with respect to such excess) at the time that the amount of such excess is
finally determined. Executive and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.



               (iv) All determinations under this Section 10 shall be made by a nationally recognized
accounting firm, which shall not be the auditor of the acquiror in the transaction constituting a
change in ownership or control of the Company (within the meaning of Section 280G of the Code),
selected by the Company (the “AUDITOR”), and the Company shall pay all costs and expenses of the
Auditor. The Company shall cooperate in good faith in making such determinations and in providing
the necessary information for this purpose.



          (b) On or Following January 1, 2013. The provisions of this Section 10(b) shall apply
to any change in ownership or control of the Company, within the meaning of Section 280G of the
Code, occurring on or following January 1, 2013. If the Total Payments will be subject to the
Excise Tax, then Executive will be entitled to receive either (i) the full amount of the Total
Payments, or (ii) a portion of the Total Payments having a value equal to the Safe Harbor Amount,
whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local
income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the
greatest portion of the Total Payments. If there is a reduction of the Total Payments pursuant to
the foregoing, such reduction shall occur in the following order: (i) any cash severance payable
by reference to Executive’s Base Salary or Bonus; (ii) any other cash amount payable to Executive;
(iii) any benefit valued as a “parachute payment;” and (iv) acceleration of vesting of any equity
award.




     11. Indemnification. The Company will indemnify Executive (and his legal representative
or other successors) to the fullest extent permitted (including a payment of expenses in advance of
final disposition of a proceeding) by applicable law, as in effect at the time of the subject act
or omission, or by the Certificate of Incorporation and By-Laws of the Company, as in effect at
such time or on the Commencement Date, or by the terms of any indemnification agreement between the
Company and Executive, substantially in the form attached hereto as Exhibit G, whichever
affords or afforded greatest protection to Executive, and Executive shall be entitled to the
protection of any insurance policies the Company may elect to maintain generally for the benefit of
its directors and officers (and to the extent the Company maintains such an insurance policy or
policies, Executive shall be covered by such policy or



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policies, in accordance with its or their terms to the maximum extent of the coverage
available for any Company officer or director), against all costs, charges and expenses whatsoever
incurred or sustained by him or his legal representatives (including but not limited to any
judgment entered by a court of law) at the time such costs, charges and expenses are incurred or
sustained, in connection with any action, suit or proceeding to which Executive (or his legal
representatives or other successors) may be made a party by reason of his having accepted
employment with the Company or by reason of his being or having been a director, officer or
employee of the Company, or any subsidiary of the Company, or his serving or having served any
other enterprise as a director, officer or employee at the request of the Company. Executive’s
rights under this Section 11 shall continue without time limit for so long as he may be subject to
any such liability, whether or not the Employment Term may have ended.




     12. Non-Competition. Executive acknowledges and recognizes the highly competitive nature
of the businesses of the Company and its affiliates and accordingly agrees to the following
provisions of this Section 12:



          (a) During the Employment Term:




               (i) Executive will not directly or indirectly engage in any business which is in competition
with any line of business then conducted by the Company or its affiliates (including without
limitation by performing or soliciting the performance of services for any person who is a customer
or client of the Company or any of its affiliates) whether such engagement is as an officer,
director, proprietor, employee, partner, investor (other than as a passive investor of less than 2%
of the outstanding equity of any entity), consultant, advisor, agent, sales representative or other
participant, in any location in which the Company or any of its affiliates then conducts any such
competing line of business; and



               (ii) Executive will not directly or indirectly induce any employee of the Company or any of
its affiliates to engage in any activity in which Executive is prohibited to engage by this
Section, or to terminate his or her employment with the Company or any of its affiliates, and will
not directly or indirectly employ or offer employment to any person who was employed by the Company
or any of its affiliates unless such person shall have ceased to be employed by the Company or any
of its affiliates for a period of at least 12 months; and



               (iii) Executive will not directly or indirectly solicit customers or suppliers of the Company
or its affiliates or induce any such person to materially reduce or terminate its relationship with
the Company.



          (b) For a period of (x) three (3) years following the Date of Termination for terminations
described in Section 8(d), (y) one (1) year following the Date of Termination in the case of a
termination for Cause under Section 8(a), a termination as a result of a voluntary resignation
under Section 8(e) or a termination as a result of Disability under Section 8(b), or (z) eighteen
(18) months following the Date of Termination for terminations in all other instances:




               (i) Executive will not directly or indirectly engage in any local directional advertising or
marketing (whether in print, electronic, wireless or other format) business or provide pre-press
publishing or utilize digital and intranet technologies to repurpose



11









 




print directory information for electronic, wireless or related distribution, in each case
which is in competition with the business then conducted by the Company or its affiliates, whether
such engagement is as an officer, proprietor, employee, partner, investor (other than as a holder
of less than 5% of the outstanding equity of any entity), consultant, advisor, agent, sales
representative or other participant, in any location in which the Company or any of its affiliates
then conducts any such competing line of business; provided, that, Executive’s service as a
non-employee director to any entity following his termination of employment with the Company shall
not be, nor shall it be deemed to be, a violation of this Section 12; and




               (ii) Executive will not directly or indirectly induce any employee of the Company or any of
its affiliates to engage in any activity in which Executive is prohibited to engage by this
Section, or to terminate his or her employment with the Company or any of its subsidiaries;
provided, that, any general solicitations of employment made directly or indirectly by Executive
which are not specifically directed at employees of the Company shall not be, nor shall it be
deemed to be, a violation of this Section 12; and



               (iii) Executive will not directly or indirectly induce customers or suppliers of the Company
or its affiliates to materially reduce or terminate its relationship with the Company.


For purposes of this Agreement, “directional advertising or marketing” shall mean advertising or
marketing primarily (1) designed for purposes of directing consumers who are seeking a product or
service to providers of that product or service in order to satisfy such consumer’s previously
recognized need or desire for such product or service and (2) generally delivered by non-intrusive
means; and shall be distinguished from “creative advertising or marketing,” which is primarily (I)
designed to stimulate (as opposed to direct) demand for products or services in consumers who did
not previously recognize such need or desire for such products or services and (II) generally
delivered by intrusive means.



It is expressly understood and agreed that although Executive and the Company consider the
restrictions contained in this Section 12 to be reasonable, if a final judicial determination is
made by a court of competent jurisdiction that the time or territory or any other restriction
contained in this Agreement is an unenforceable restriction against Executive, the provisions of
this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum
time and territory and to such maximum extent as such court may judicially determine or indicate to
be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction
contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make
it enforceable, such finding shall not affect the enforceability of any of the other restrictions
contained herein.




     13. Confidentiality; Nondisparagement.



          (a) Except as may be required to comply with law or legal process, or to the extent necessary
for Executive to defend himself against the Company or any of its affiliates, shareholders,
employees, agents or any other party claiming a right through the Company, Executive will not at
any time (whether during or after his employment with the Company) disclose or use for his own
benefit or purposes or the benefit or purposes of any other person,






12









 







firm, partnership, joint venture, association, corporation or other business organization,
entity or enterprise other than the Company and any of its subsidiaries or affiliates, any trade
secrets, information, data, or other confidential information relating to customers, development
programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial
data, manufacturing processes, financing methods, plans, employees, organizational structure or the
business and affairs of the Company generally, or of any subsidiary or affiliate of the Company,
provided that the foregoing shall not apply to information which is not unique to the Company or
which is generally known to the industry or the public other than as a result of Executive’s breach
of this covenant. Executive agrees that upon termination of his employment with the Company for
any reason, he will return to the Company immediately all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or therefrom, in any way relating to
the business of the Company and its affiliates, except that he may retain personal notes,
notebooks, rolodexes and diaries. Executive further agrees that he will not retain or use for his
account at any time any trade names, trademark or other proprietary business designation used or
owned in connection with the business of the Company or its affiliates.




          (b) Executive will not knowingly disparage the reputation of the Company in a manner that
causes or is reasonably likely to cause material harm to its business. The Company agrees to
direct the individuals holding positions as executive officers or directors of the Company not to,
while employed by the Company or serving as a director of the Company, as the case may be, make
negative comments about Executive or otherwise disparage Executive in any manner that is likely to
be harmful to Executive’s business reputation. The foregoing provisions of this Section 13(b)
shall not be violated (i) by Executive expressing his own opinions about the Company to other
senior executives of the Company or to the Board in the good faith performance of Executive’s
duties to the Company, (ii) by statements made by the Company’s executive officers or directors
that they in good faith believe are necessary or appropriate to make in connection with performing
their duties and obligations to the Company, or (iii) by statements made by Executive or the
Company’s executive officers and directors to comply with applicable legal process.




     14. Material Inducement; Specific Performance; Other Remedies. Executive acknowledges and
agrees that the covenants entered into by Executive in Sections 12 and 13 are essential elements of
the parties’ agreement as expressed herein, are a material inducement for the Company to enter into
this Agreement. The parties acknowledge and agree that the other party’s remedies at law for a
breach or threatened breach of any of the provisions of Section 12 or Section 13 would be
inadequate and, in recognition of this fact, the parties agree that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the other party, without posting any
bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other equitable remedy which may then
be available. In the event of a violation by Executive of Section 12 or Section 13 hereof (as
reasonably determined by the Board in its good faith discretion), any severance being paid to
Executive pursuant to this Agreement or otherwise shall immediately cease. If it is determined
that Executive has not violated Section 12 and Section 13 hereof, any ceased payments shall be
immediately paid to Executive, plus interest equal to LIBOR plus 2%.



13









 





     15. Litigation Support. Executive agrees that he will assist and cooperate with the
Company, at the Company’s sole cost and expense and, in the case of post-termination, in a manner
so as to not unreasonably interfere with any other obligations of Executive, in connection with the
defense or prosecution of any claim that may be made against or by the Company or its affiliates,
or in connection with any ongoing or future investigation or dispute or claim of any kind involving
the Company or its affiliates, including any proceeding before any arbitral, administrative,
judicial, legislative, or other body or agency, including testifying in any proceeding, to the
extent such claims, investigations or proceedings relate to services performed or required to be
performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by
Executive. Executive further agrees to perform all acts and to execute and deliver any documents
that may be reasonably necessary to carry out the provisions of this Section 15, at the Company’s
sole cost and expense and, in the case of post-termination, in a manner so as to not unreasonably
interfere with any other obligations of Executive. If Executive determines in good faith that
separate counsel is necessary in connection with its compliance with this Section 15 as a result of
a bona fide claim filed against Executive or the Company, then the Company shall pay all reasonable
fees and expenses of such counsel retained by Executive in connection herewith. Executive’s
obligations under this Section 15 shall expire on the three-year anniversary of the Date of
Termination.



     16. Legal Fees. Upon presentation of appropriate documentation, the Company will pay or
reimburse Executive for Executive’s reasonable counsel fees incurred (a) in connection with the
negotiation and documentation of this Agreement, and (b) in connection with any arbitration
proceeding instituted by Executive to enforce the Company’s obligations under this Agreement, up to
a maximum, in each case, of $15,000; provided that in the case of clause (b), such Company
obligation shall not apply if Executive’s claim is found to be frivolous or is brought or pursued
by Executive in bad faith. This Section 16 is not intended to, nor shall it be deemed to, limit
Executive’s right to legal fees in connection with Sections 11 and 15 of this Agreement or as
otherwise provided under applicable law.



     17. Miscellaneous.



          (a) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its conflict of laws rules.




          (b) Entire Agreement; Amendments. This Agreement contains the entire understanding of
the parties with respect to the employment of Executive by the Company and supersedes any and all
prior and/or contemporaneous agreements, either oral or written, other than the agreements
evidencing any grants of stock options, stock appreciation rights and other equity-based awards,
between the parties thereto, with respect to the subject matter hereof. There are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties with respect to the
subject matter herein other than those expressly set forth herein and in the incentive compensation
and other employee benefit plans and arrangements of the Company referenced herein. This Agreement
may not be altered, modified, or amended except by written instrument signed by the parties hereto.




          (c) No Waiver. The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver of such party’s rights or






14









 







deprive such party of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.




          (d) Severability. In the event that any one or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions of this Agreement shall not be affected
thereby.




          (e) Assignment. This Agreement shall not be assignable by Executive and shall be
assignable by the Company only with the consent of Executive except as set forth in Section 17(h);
provided that no such assignment by the Company shall relieve the Company of any liability
hereunder, whether accrued before or after such assignment.




          (f) No Mitigation. Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise, and no such
employment, if obtained, or compensation or benefits payable in connection therewith, shall reduce
any amounts or benefits to which Executive is entitled hereunder except as provided for in Sections
8(c)(iv).




          (g) Arbitration. Any dispute between the parties to this Agreement arising from or
relating to the terms of this Agreement (other than as specified under Section 14 with respect to
Sections 12 and 13 hereof) or the employment of Executive by the Company shall be submitted to
binding arbitration in New York, New York, under the auspices of the Employment Dispute Resolution
Rules of the American Arbitration Association.




          (h) Successors; Binding Agreement.




               (i) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place.
Such assumption and agreement shall be obtained prior to the effectiveness of any such succession.
As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.



               (ii) This Agreement shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
If Executive should die while any amount would still be payable to Executive hereunder if
Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to the devisee, legatee or other designee of
Executive or, if there is no such designee, to the estate of Executive.



          (i) Notice. For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested, postage prepaid,
addressed to Executive at the address appearing from time to time in the personnel records of the
Company and to the Company at the address of its corporate






15









 







headquarters, directed to the attention of the Board with a copy to the Secretary of the
Company, or in either case to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall be effective only
upon receipt.




          (j) Withholding Taxes. The Company may withhold from any amounts payable under this
Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any
applicable law or regulation.




          (k) Counterparts. This Agreement may be signed in counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.




          (l) Survival. Notwithstanding anything to the contrary set forth herein, the
applicable provisions of this Agreement shall survive any termination of Executive’s employment
hereunder and/or termination of this Agreement to carry out their intended effect.




     18. Section 409A Savings Clause.



          (a) Parties’ Intent. The intent of the parties is that payments and benefits under
this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance
promulgated thereunder (collectively “CODE SECTION 409A”) and, accordingly, to the maximum extent
permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent any of
the payments or benefits required under this Agreement are, or in the opinion of counsel to the
Company or Executive, could be interpreted in the future to create, a nonqualified deferred
compensation plan that does not meet the requirements of Code Section 409A(a)(2), (3) and (4), the
Company and Executive hereby agree to execute any and all amendments to this Agreement or otherwise
reform this Agreement as deemed necessary by either of such counsel and reasonably acceptable to
the other, and prepared by counsel to the Company, to either cause such payments or benefits not to
be a nonqualified deferred compensation plan or to meet the requirement of Code Section 409A. In
amending or reforming this Agreement for Code Section 409A purposes, the parties shall maintain, to
the maximum extent practicable, the original intent and economic benefit of this Agreement without
subjecting Executive to additional tax or interest; provided further, however, the Company shall
not be obligated to pay any additional material amount to Executive as a result of such amendment.




          (b) Delayed Distribution to Key Employees. If the Company determines in accordance
with Code Sections 409A and 416(i), that Executive is a “Specified Employee” (within the meaning of
Code Section 409A) of the Company on the date his employment with the Company terminates and, the
parties agree that a delay in severance pay and benefits provided under this Agreement is necessary
for compliance with Code Section 409A(a)(2)(B)(i), then any severance payments and any continuation
of benefits or reimbursement of benefit costs provided under this Agreement, and not otherwise
exempt from Code Section 409A (for example, pursuant to the “short-term deferral” or “separation
pay” exemptions”), shall be delayed until the earlier of (i) the first day of the seventh
(7th) calendar month commencing after Executive’s termination of employment, or (ii)
Executive’s death, consistent with and to the extent necessary to meet the requirements of Code
Section 409A (the “409A DELAY






16









 







PERIOD”). In such event, any such severance payments and the cost of any such continuation of
benefits provided under this Agreement that would otherwise be due and payable to Executive during
the 409A Delay Period shall be paid to Executive in a lump sum cash amount on the first day of the
seventh (7th) month coinciding with or following the end of the 409A Delay Period.




          (c) Separation from Service. A termination of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the payment of any amounts
or benefits following or upon a termination of employment unless such termination also constitutes
a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such
provision of this Agreement, references to a “termination,” “termination of employment,”
“separation from service” or like terms shall mean Separation from Service.




          (d) Separate Payments. Each payment required under this Agreement shall be considered
a separate payment for purposes of determining the applicability of or exemption from Section 409A.
Whenever a payment under this Agreement specifies a payment period with reference to a number of
days, the actual date of payment within the specified period shall be within the sole discretion of
the Company.




          (e) Reimbursements. To the extent that reimbursements or other in-kind benefits under
this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A,
(i) all expenses or other reimbursements hereunder shall be made no later than the time frame set
forth in this Agreement, but in any event, on or prior to the last day of the taxable year
following the taxable year in which such expenses were incurred by Executive, (ii) any right to
reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another
benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits
provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or
in-kind benefits to be provided, in any other taxable year.




          (f) Offsets. Notwithstanding any other provision of this Agreement to the contrary,
in no event shall any payment under this Agreement that constitutes “nonqualified deferred
compensation” for purposes of Code Section 409A be subject to offset by any other amount unless
otherwise permitted by Code Section 409A.




     19. Clawback of Incentive-Based Compensation. Notwithstanding any other provision
herein to the contrary, any “incentive-based compensation” within the meaning of Section 10D of the
Securities Exchange Act of 1934, as amended (the “ACT”) shall be subject to claw-back by the
Company in the manner required by Section 10D(b)(2) of the Act, as determined by the applicable
rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange
Commission.



[Signatures on following page]








17









 








     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	/s/ Alfred Mockett
 	 
	 	Alfred Mockett 	 
	 	 	 
	 
	 	DEX ONE CORPORATION

 	 
	 	By:  	/s/ Mark W. Hianik
 	 
	 	 	Name:  	Mark W. Hianik 	 
	 	 	Title:  	Senior Vice President, General Counsel &
Corporate Secretary 	 
	 



Signature Page to Employment Agreement





 











 





EXHIBIT A




STAND-ALONE NONQUALIFIED STOCK OPTION AGREEMENT



* * * * *


Participant: Alfred Mockett



Grant Date: September 6, 2010



Per Share Exercise Price: $9.75



Number of Shares subject to this Option: 200,000




* * * * *



     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 President and Chief Executive Officer of
the Company and enter into the Employment Agreement with the Company dated September 6, 2010 (the
“Employment Agreement”). 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



A-1









 




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.
Without limiting the generality of the preceding sentences, the number of shares of Common Stock
subject to the Option and the Per Share Exercise Price therefor 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
and the Employment 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
	September 13, 2011
	 	 	50,000	 
	September 13, 2012
	 	 	50,000	 
	September 13, 2013
	 	 	50,000	 
	September 13, 2014
	 	 	50,000	 





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






A-2









 







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.




          (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”
or as a result of the Participant’s death or “Disability” (each, as defined in the
Employment Agreement), 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
Employment Agreement), 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.



A-3









 





          (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 not limited to, the



A-4









 




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 and the
Employment Agreement, 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, subject to the terms and conditions of the
Employment Agreement.



     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 Section 409A of the



A-5









 




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.



* * * * *






A-6









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	DEX ONE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARTICIPANT

 	 
	 	
 	 
	 	Alfred Mockett 	 
	 	 	 
	 




A-7











 





EXHIBIT B




STAND-ALONE RESTRICTED STOCK AWARD AGREEMENT



* * * * *


Participant: Alfred Mockett



Grant Date: September ____, 2010




Number of Shares of



Restricted Stock Granted: 200,000




* * * * *




     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 President and Chief Executive Officer of
the Company and enter into the Employment Agreement with the Company dated September 6, 2010 (the
“Employment Agreement”). 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



B-1









 




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 and the Employment
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
	September 13, 2011
	 	 	66,667	 
	September 13, 2012
	 	 	66,667	 
	September 13, 2013
	 	 	66,666	 





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” or as a result of the
Participant’s death or “Disability” (each, as defined in the Employment Agreement), then
the portion of the Participant’s unvested Restricted Stock hereunder that would have





B-2









 







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
Employment Agreement), 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.



B-3









 





     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






B-4









 







Act”),
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 and the
Employment Agreement, 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, subject to the terms and conditions of the
Employment Agreement.



     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



B-5









 







(including,
without limitation, the provisions of the Securities Act, 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 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.



* * * * *





B-6









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.




	 	 	 	 	 
	 	DEX ONE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARTICIPANT

 	 
	 	
 	 
	 	Alfred Mockett 	 
	 	 	 
	 




B-7











 





EXHIBIT C




STAND-ALONE PREMIUM NONQUALIFIED STOCK OPTION AGREEMENT



* * * * *



Participant: Alfred Mockett




Grant Date: September 6, 2010




Per Share Exercise Price: $15.00




Number of Shares subject to this Option: 200,000




* * * * *




     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 President and Chief Executive Officer of
the Company and enter into the Employment Agreement with the Company dated September 6, 2010 (the
“Employment Agreement”). 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



C-1









 




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.
Without limiting the generality of the preceding sentences, the number of shares of Common Stock
subject to the Option and the Per Share Exercise Price therefor 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
and the Employment 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. This Option shall be fully vested on the Grant Date specified above.




          (b) Expiration. Unless earlier terminated in accordance with the terms and provisions
of the Plan and/or this Agreement, this Option 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, following the
Participant’s termination of service with the Company or its Subsidiaries, this Option shall remain
exercisable as follows:



          (a) General. Except as otherwise provided in Section 4(b) 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(b) hereof.







C-2









 








          (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(b) 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.




     5. Method of Exercise and Payment. Subject to Section 8 hereof, this Option may 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 law 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 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



C-3









 




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 and the
Employment Agreement, 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, subject to the terms and conditions of the
Employment Agreement.



     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 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.



C-4









 





     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.



* * * * *







C-5









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	DEX ONE CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARTICIPANT

 	 
	 	
 	 
	 	Alfred Mockett 	 
	 	 	 
	 




C-6











 





EXHIBIT D




STAND-ALONE PREMIUM NONQUALIFIED STOCK OPTION AGREEMENT



* * * * *



Participant: Alfred Mockett



Grant Date: September 6, 2010



Per Share Exercise Price: $23.00



Number of Shares subject to this Option: 200,000




* * * * *




     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 President and Chief Executive Officer of
the Company and enter into the Employment Agreement with the Company dated September 6, 2010 (the
“Employment Agreement”). 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



D-1









 




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.
Without limiting the generality of the preceding sentences, the number of shares of Common Stock
subject to the Option and the Per Share Exercise Price therefor 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
and the Employment 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. This Option shall be fully vested on the Grant Date specified above.




          (b) Expiration. Unless earlier terminated in accordance with the terms and provisions
of the Plan and/or this Agreement, this Option 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, following the
Participant’s termination of service with the Company or its Subsidiaries, this Option shall remain
exercisable as follows:



          (a) General. Except as otherwise provided in Section 4(b) 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(b) hereof.







D-2









 








          (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(b) 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.




     5. Method of Exercise and Payment. Subject to Section 8 hereof, this Option may 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 law 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 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



D-3









 




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 and the
Employment Agreement, 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, subject to the terms and conditions of the
Employment Agreement.



     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 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.



D-4









 





     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.



* * * * *







D-5









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	DEX ONE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARTICIPANT

 	 
	 	 	 
	 	Alfred Mockett 	 
	 	 	 



D-6









 






	 	 	 	 	 



EXHIBIT E




STAND-ALONE PREMIUM NONQUALIFIED STOCK OPTION AGREEMENT



* * * * *



Participant: Alfred Mockett



Grant Date: September 6, 2010



Per Share Exercise Price: $32.00



Number of Shares subject to this Option: 200,000




* * * * *





     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 President and Chief Executive Officer of
the Company and enter into the Employment Agreement with the Company dated September 6, 2010 (the
“Employment Agreement”). 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



E-1









 




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.
Without limiting the generality of the preceding sentences, the number of shares of Common Stock
subject to the Option and the Per Share Exercise Price therefor 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
and the Employment 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. This Option shall be fully vested on the Grant Date specified above.




          (b) Expiration. Unless earlier terminated in accordance with the terms and provisions
of the Plan and/or this Agreement, this Option 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, following the
Participant’s termination of service with the Company or its Subsidiaries, this Option shall remain
exercisable as follows:



          (a) General. Except as otherwise provided in Section 4(b) 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(b) hereof.







E-2









 








          (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(b) 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.




     5. Method of Exercise and Payment. Subject to Section 8 hereof, this Option may 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 law 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 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



E-3









 




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 and the
Employment Agreement, 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, subject to the terms and conditions of the
Employment Agreement.



     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 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.



E-4









 





     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.



* * * * *







E-5









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	DEX ONE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARTICIPANT

 	 
	 	 	 
	 	Alfred Mockett 	 
	 	 	 
	 




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EXHIBIT F




GENERAL RELEASE AGREEMENT



     THIS GENERAL RELEASE AGREEMENT (the “General Release Agreement”) dated as of this ____ day of
________________, made by and between Alfred Mockett (hereinafter referred to as “Executive”), and Dex One
Corporation (hereinafter, unless the context indicates to the contrary, deemed to include its
subsidiaries, partnerships and affiliates and referred to as the “Company”).



     WHEREAS, Executive has been employed by the Company pursuant to the terms and conditions of an
Employment Agreement, dated as of September 6, 2010 (the “Employment Agreement”);



     WHEREAS, Section 8(g) of the Employment Agreement provides that in order for Executive to
receive payments and/or benefits under Sections 8(c) or 8(d) thereof, as applicable, he must timely
execute, and not revoke, this General Release Agreement at each relevant time; and



     WHEREAS, capitalized terms used herein without definition shall have the meanings given to
such terms in the Employment Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants and promises provided in the
Employment Agreement, including but not limited to the benefits to be provided to Executive
thereunder, and specifically in connection with the payments and benefits to be provided to
Executive under Section [8(c) or 8(d), as applicable], of the Employment Agreement, Executive
agrees as follows:



          1. Release.




               a. Except with respect to Executive’s rights under the Employment Agreement, under any pension
or 401(k) retirement plans, welfare plans, rights to seek indemnity or other similar benefits and
equity award agreements applicable to Executive, Executive, Executive’s representatives, successors
and assigns release and forever discharges the Company and its successors, assigns, subsidiaries,
affiliates, directors, officers, executives, employees, attorneys, agents and trustees or
administrators of any Company plan from any and all claims, demands, debts, damages, injuries,
actions or rights of action of any nature whatsoever (collectively “Executive’s Claims”), whether
known or unknown, which Executive had, now has or may have (provided, however, that Executive’s
Claims accruing after the Effective Date (as defined in Section 6 below) shall not be released
hereby) against the Company, its successors, assigns, subsidiaries, affiliates, directors,
officers, executives, attorneys, agents and trustees or administrators of any Company plan,
including, without limitation, Executive’s Claims relating to or arising out of Executive’s
employment with the Company, or for compensation for such employment, including any claims for
severance under any severance plan or practice maintained by the Company. Executive represents
that Executive has not filed any action, complaint, charge, grievance or arbitration against the
Company or any of its



F-1









 




successors, assigns, subsidiaries, affiliates, directors, officers, Executives, attorneys,
agents and trustees or administrators of any Company plan with respect to any Executive Claims.




               b. Executive covenants that neither Executive, nor any of Executive’s respective heirs,
representatives, successors or assigns, will commence, prosecute or cause to be commenced or
prosecuted against the Company or any of its successors, assigns, subsidiaries, affiliates,
directors, officers, executives, attorneys, agents and trustees or administrators of any Company
plan any action or other proceeding based upon any claims, demands, causes of action, obligations,
damages or liabilities which are to be released by this General Release Agreement, nor will
Executive seek to challenge the validity of this General Release Agreement, except that this
covenant not to sue does not affect Executive’s future right to enforce appropriately in a court of
competent jurisdiction the applicable terms of the Employment Agreement, including the exhibits
attached thereto relating to indemnity and/or equity grants.



               c. By releasing the claims described in this Section 1, Executive does not waive any claims
that cannot be waived as a matter of law, including without limitation any claims filed with the
Equal Employment Opportunity Commission, the U.S. Department of Labor or claims under the Age
Discrimination in Employment Act that arise after the Effective Date of this General Release
Agreement; provided, however, that Executive is waiving any right to share or participate in any
monetary award resulting from the prosecution of any such claim.



          2. Review of Release. Executive acknowledges that (a) Executive has been advised to
consult with an attorney before executing this General Release Agreement and that Executive has
been advised by an attorney or has knowingly waived Executive’s right to do so, (b) Executive has
been offered a period of at least [twenty-one (21)] [or forty-five (45)] days to consider the
release of claims included in this General Release Agreement, such period commencing on [Insert
Date], the date this General Release Agreement was delivered to Executive, (c) Executive has a
period of seven (7) days from the date he executes this General Release Agreement within which to
revoke it and that this General Release Agreement will not become effective or enforceable until
the expiration of this seven (7) day revocation period, (d) Executive fully understands the terms
and contents of this General Release Agreement and freely, voluntarily, knowingly and without
coercion enters into this General Release Agreement, and (e) the waiver or release by Executive of
rights or claims Executive may have under Title VII of the Civil Rights Act of 1964, the Executive
Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Older
Workers Benefit Protection Act, the Fair Labor Standards Act, the Americans with Disabilities Act,
the Rehabilitation Act, the Worker Adjustment and Retraining Act (all as amended) and/or any other
local, state or federal law dealing with employment or the termination thereof is knowing and
voluntary and, accordingly, that it shall be a breach of this General Release Agreement to
institute any action or to recover any damages that would be in conflict with or contrary to this
acknowledgment or the releases Executive has granted hereunder. Executive understands and agrees
that the Company’s acknowledgment of this General Release Agreement, payment of money and other
benefits to Executive and Executive’s signing of this General Release Agreement, does not in any
way indicate that Executive has any viable claims against the Company or that the Company admits
any liability whatsoever. This General Release Agreement shall be executed and returned to the
Company by Executive on or before [Insert Date], but not before the Date of Termination.







F-2









 








          3. Employment Agreement. Executive shall enjoy his rights under and continue to be
bound by the remaining terms of the Employment Agreement and nothing herein shall relieve Executive
or the Company of any obligations under such Employment Agreement that otherwise apply.




          4. Severability. If for any reason any one or more of the provisions of this General
Release Agreement shall be held or deemed to be inoperative, unenforceable or invalid by a court of
competent jurisdiction, such circumstances shall not have the effect of rendering such provision
invalid in any other case or rendering any other provisions of this General Release Agreement
inoperative, unenforceable or invalid. In any such event, such provision shall be read by such
court to be as broad and restrictive as possible without being found to be inoperative,
unenforceable or invalid.




          5. Governing Law. This General Release Agreement shall be construed in accordance
with the laws of the State of New York, without giving effect to the conflict of laws provisions
thereof, except to the extent superseded by applicable federal law.




          6. Effective Date. This General Release Agreement shall be effective as of the date
the 7-day revocation period under Section 2 expires (“Effective Date”).




          7. Counterparts. This General Release Agreement may be signed in counterparts, each
of which shall be deemed an original, with all counterparts taken together representing one and the
same General Release Agreement, with the same effect as if all of the signatures were upon the same
instrument.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








F-3









 







     IN WITNESS WHEREOF, Executive has hereunder executed this General Release Agreement.




	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	
 	 
	 	Alfred Mockett 	 
	 	
Dated: 	 	 



F-4









 






	 	 	 	 	 



EXHIBIT G




FORM OF INDEMNIFICATION AGREEMENT



          THIS AGREEMENT (this “Agreement”) is entered into, effective as of September 6, 2010,
between Dex One Corporation, a Delaware corporation (the “Company”), and Alfred Mockett
(“Indemnitee”).




          WHEREAS, it is essential to the Company to retain and attract as officers and directors the
most capable persons available;




          WHEREAS, Indemnitee is an officer and may be a director of the Company;




          WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other
claims currently being asserted against officers and directors of corporations; and




          WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued and effective service to the Company, and in
order to induce Indemnitee to provide continued services to the Company as an officer and director,
the Company wishes to provide in this Agreement for the indemnification of and the advancement of
expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by applicable
law and as set forth in this Agreement, for the coverage of Indemnitee under the Company’s
directors’ and officers’ liability insurance policies and to supplement and further the Company’s
Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate”),
and the Company’s Sixth Amended and Restated Bylaws, as amended (the “Bylaws”).




          NOW, THEREFORE, in consideration of the above premises and of Indemnitee’s continuing to serve
as an officer and director of the Company and intending to be legally bound hereby, the parties
agree as follows:




          1. Certain Definitions.




          (a) Board. The Board of Directors of the Company.




          (b) Change in Control. A Change in Control shall be deemed to occur if:






          (i) any “person,” as such term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934 (the “Exchange Act”), as modified and used in Section 13(d) and 14(d)
thereof (but not including (a) the Company or any of its subsidiaries, (b) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company or any of
its subsidiaries, (c) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (d) a company owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of stock of the
Company) (hereinafter a “Person”) is or becomes the beneficial owner, as defined in
Rule 13d-3 of the Exchange Act, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any



G-1









 







securities acquired directly from the Company or its affiliates, excluding an
acquisition resulting from the exercise of a conversion or exchange privilege in respect of
outstanding convertible or exchangeable securities) representing more than 50% of the
combined voting power of the Company’s then outstanding securities; or




          (ii) during any period of two consecutive years beginning on the date hereof,
individuals who at the beginning of such period constitute the Board, and any new director
(other than a director designated by a Person who has entered into any agreement with the
Company to effect a transaction described in Clause (i), (iii) or (iv) of this Section)
whose election by the Board or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election
was previously so approved (each such director, a “Continuing Director”), cease for
any reason to constitute a majority thereof; or




          (iii) the consummation of a merger or consolidation of the Company with any other
company, other than (a) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the
surviving or acquiring entity), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, more than 50% of
the combined voting power of the voting securities of the Company or such surviving or
acquiring entity outstanding immediately after such merger or consolidation, or (b) a merger
or consolidation effected to implement a recapitalization of the Company (or similar
transaction) in which no Person acquires more than 50% of the combined voting power of the
Company’s then outstanding securities; or




          (iv) the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets and all required governmental approvals of such transaction have
been obtained.



          (c) Disinterested Director. A director of the Company who is not and was not a party
to the Proceeding in respect of which indemnification is sought by Indemnitee.




          (d) Expenses. Any direct or indirect expense, including without limitation,
attorneys’ fees, retainers, court costs, transcript costs, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement, fees and expenses of experts and/or consultants,
including accountants and other advisors, travel expenses, duplicating costs, postage, delivery
service fees, filing fees, and all other disbursements or expenses of the types typically paid or
incurred in connection with investigating, defending, or participating (including on appeal and/or
as a witness), or preparing for any of the foregoing, in any Proceeding relating to any
Indemnifiable Event, and any expenses of establishing a right to indemnification under any of
Sections 2, 4 or 5, the Certificate, the Bylaws or Section 145 of the
Delaware General Corporation Law (the “DGCL”), in each case, to the extent actually and
reasonably incurred.




          (e) Indemnifiable Costs. Any and all Expenses, liability or loss, judgments, fines
and amounts paid in settlement and any interest, assessments, or other charges imposed






G-2









 







thereon, and any federal, state, local, or foreign taxes imposed as a result of the actual or
deemed receipt of any payments under this Agreement that are eligible for indemnification under
applicable law.




          (f) Indemnifiable Event. Any event or occurrence that takes place either prior to or
after the execution of this Agreement, related to the fact that Indemnitee is or was an officer or
director of the Company or any subsidiary of the Company, or while an officer or director is or was
serving at the request of the Company as a director, officer, trustee, manager, employee or agent
of another corporation, partnership, company, limited liability company, joint venture, trust,
non-profit entity or other enterprise, including service with respect to any employee benefit plan
(collectively, “Official Capacity”), whether the basis of such Proceeding is alleged action
in an Official Capacity, and whether the Indemnitee is a party to or a witness or other participant
in such Proceeding.




          (g) Independent Counsel. means a law firm, or a member of a law firm, that is
experienced in matters of corporate law and neither presently is, nor in the past three years has
been, retained to represent: (i) the Company or any of its subsidiaries or affiliates, (ii) the
Indemnitee or (iii) any other party to the Proceeding giving rise to a claim for indemnification or
Expense Advances hereunder, in any matter (other than with respect to matters relating to
indemnification and advancement of expenses). No law firm or lawyer shall qualify to serve as
Independent Counsel if that person would, under the applicable standards of professional conduct
then prevailing, have a conflict of interest in representing either the Company or Indemnitee in an
action to determine Indemnitee’s rights under this Agreement. The Company shall select a law firm
or lawyer to serve as Independent Counsel, subject to the consent of the Indemnitee, which consent
shall not be unreasonably withheld.




          (h) Proceeding. Any threatened, pending or completed action, suit or proceeding
(including any arbitration or other alternate dispute resolution mechanism or an inquiry,
investigation or administrative hearing), whether civil, criminal, administrative or investigative
(including any appeal therefrom), that relates to an Indemnifiable Event.




          (i) Reviewing Party. Reviewing Party shall have the meaning ascribed to such term in
Section 3.




          2. Agreement to Indemnify.




          (a) General Agreement Regarding Indemnification. In the event Indemnitee was, is, or
becomes a party to, is threatened to be made a party to or witness or other participant in, a
Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall
indemnify Indemnitee from and against Indemnifiable Costs to the fullest extent permitted by
applicable law (in addition to any indemnification rights provided in the Certificate or Bylaws),
as the same may exist or may hereafter be amended or interpreted (but in the case of any such
amendment or interpretation, only to the extent that such amendment or interpretation permits the
Company to provide broader indemnification rights than were permitted prior thereto);
provided that the Company’s commitment set forth in this Section 2(a) to indemnify
the Indemnitee shall be subject to the limitations and procedural requirements set forth in this
Agreement.







G-3









 








          (b) Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Indemnifiable Costs, but not,
however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion thereof to which Indemnitee is entitled.




          (c) Advancement of Expenses. The Company shall advance to Indemnitee any and all
Expenses incurred by Indemnitee (an “Expense Advance”) within 5 calendar days after the
receipt by the Company of a written request from Indemnitee for an Expense Advance, whether prior
to or after final disposition of any Proceeding; provided, however, that, if and to the extent that
the DGCL requires, an advancement of Expenses incurred by the Indemnitee in his capacity as an
officer or director of the Company shall be made only upon delivery of an undertaking by or on
behalf of the Indemnitee to repay all amounts so advanced if it ultimately shall be determined by
final judicial decision from which there is no further right to appeal that the Indemnitee is not
entitled to be indemnified for such Expenses under this Agreement or otherwise. Indemnitee shall,
and hereby undertakes to, repay to the Company any funds advanced to Indemnitee or paid on
Indemnitee’s behalf if it shall ultimately be determined that Indemnitee is not entitled to
indemnification. Indemnitee shall make any such repayment promptly following written notice of any
such determination. Payment by the Company of Indemnitee’s expenses in connection with any
Proceeding in advance of the final disposition thereof shall not be deemed an admission by the
Company that it shall ultimately be determined that Indemnitee is entitled to indemnification. Any
request for an Expense Advance shall be accompanied by an itemization of the Expenses for which
advancement is sought, and a reasonably detailed summary shall be provided if the Company so
requests. Expense Advances shall be made without regard to Indemnitee’s ability to repay the
Expenses. If Indemnitee has commenced legal proceedings in the Chancery Court of the State of
Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as
provided in Section 4, any determination made by the Reviewing Party that Indemnitee would
not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall
not be required to reimburse the Company for any Expense Advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal therefrom have been
exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances
shall be unsecured and no interest shall be charged thereon.




          (d) Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding
anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or
advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee
against the Company or any director or officer of the Company unless (i) the Board or the
Disinterested Directors have authorized the initiation of such Proceeding or (ii) the Proceeding is
one to enforce indemnification rights under Section 5.




          3. Reviewing Party.




          (a) Other than as contemplated by Section 3(b), the person, persons or entity who
shall determine whether Indemnitee is entitled to indemnification in the first instance (the
“Reviewing Party”) shall be (i) the Board acting by a majority vote of Disinterested
Directors or (ii) if there are no Disinterested Directors, or if the Indemnitee so direct, by
Independent Counsel in a written determination to the Board, a copy of which written determination
shall be delivered to Indemnitee. The persons chosen to make a determination under this Agreement
of the






G-4









 







Indemnitee’s entitlement to indemnification will act reasonably and in good faith in making
such determination.




          (b) After a Change in Control (other than a Change in Control approved by a majority of the
Continuing Directors), the Reviewing Party shall be the Independent Counsel. With respect to all
matters arising from such a Change in Control concerning the rights of Indemnitee to indemnity
payments and Expense Advances under this Agreement or any other agreement or under applicable law
or the Certificate or the Bylaws now or hereafter in effect relating to indemnification for
Indemnifiable Events, the Company shall seek legal advice only from the Independent Counsel. Such
counsel, among other things, shall render its written opinion to the Company and Indemnitee as to
whether and to what extent the Indemnitee should be permitted to be indemnified under applicable
law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify
fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities,
loss, and damages arising out of or relating to this Agreement or the engagement of Independent
Counsel pursuant hereto.




          4. Indemnification Process and Appeal.




          (a) Indemnification Payment.





          (i) The determination with respect to Indemnitee’s entitlement to indemnification
shall, to the extent practicable, be made by the Reviewing Party not later than 21 calendar
days after receipt by the Company of a written demand on the Company for indemnification
(which written demand shall include such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification). The Reviewing Party making the determination
with respect to Indemnitee’s entitlement to indemnification shall notify Indemnitee of such
written determination no later than two business days thereafter.




          (ii) Unless the Reviewing Party has provided a written determination to the Company
that Indemnitee is not entitled to indemnification under applicable law, Indemnitee shall be
entitled to indemnification of Indemnifiable Costs, and shall receive payment thereof, from
the Company in accordance with this Agreement within five business days after the Reviewing
Party has made its determination with respect to Indemnitee’s entitlement to
indemnification.



          (b) Suit to Enforce Rights. If (i) no determination of entitlement to indemnification
shall have been made within the time limitation for such a determination set forth in Section
4(a)(i), (ii) payment of indemnification pursuant to Section 4(a)(ii) is not made
within the period permitted for such payment by such section, (iii) the Reviewing Party determines
pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under this
Agreement or (iv) Indemnitee has not received advancement of Expenses within the time period
permitted for such advancement by Section 2(c), then Indemnitee shall have the right to
enforce the indemnification rights granted under this Agreement by commencing litigation in the
Chancery Court of the State of Delaware seeking a determination by the court or challenging any
determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service
of process and to appear in any such proceeding and waives any defense to venue or






G-5









 







jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in
arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b)
conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such
arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in
arbitration. Any determination by the Reviewing Party not challenged by the Indemnitee within 90
days of the date of the Reviewing Party’s determination shall be conclusively binding on the
Company and Indemnitee and shall not thereafter be subject to challenge. The parties agree that
the procedures set forth in this Section 4 shall constitute the sole and exclusive method
for resolving any dispute regarding, or determinations made pursuant to, this Agreement, and that
any litigation to enforce any rights arising under this Agreement shall be filed solely in the
Chancery Court of the State of Delaware. The remedy provided for in this Section 4 shall
be in addition to any other remedies available to Indemnitee at law or in equity.




          (c) Defense to Indemnification, Burden of Proof and Presumptions.





          (i) To the maximum extent permitted by applicable law in making a determination with
respect to entitlement to indemnification (or payment of Expense Advances) hereunder, the
Reviewing Party shall presume that an Indemnitee is entitled to indemnification (or payment
of Expense Advances) under this Agreement, and the Company shall have the burden of proof to
overcome that presumption in connection with the making by the Reviewing Party of any
determination contrary to that presumption.




          (ii) It shall be a defense to any action brought by Indemnitee against the Company to
enforce this Agreement that it is not permissible under applicable law for the Company to
indemnify Indemnitee for the amount claimed.




          (iii) For purposes of this Agreement, the termination of any claim, action, suit, or
proceeding, by judgment, order, settlement (whether with or without court approval),
conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a
presumption that Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not permitted by
applicable law.



          5. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall
indemnify Indemnitee against any and all Expenses to the fullest extent permitted by law and, if
requested by Indemnitee pursuant to the procedures set forth in Section 2(c), shall advance
such Expenses to Indemnitee, that are incurred by Indemnitee in connection with any claim asserted
against or action brought by Indemnitee for:




          (a) enforcement of this Agreement;




          (b) indemnification of Indemnifiable Costs or Expense Advances by the Company under this
Agreement or any other agreement or under applicable law or the Certificate or Bylaws now or
hereafter in effect relating to indemnification for Indemnifiable Events; and/or







G-6









 








          (c) recovery under directors’ and officers’ liability insurance policies maintained by the
Company.




          6.. Notification and Defense of Proceeding.




          (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any
Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under
this Agreement, notify the Company of the commencement thereof. The failure to notify or promptly
notify the Company shall not relieve the Company from any liability which it may have to the
Indemnitee otherwise than under this Agreement, and shall not relieve the Company from liability
hereunder except to the extent the Company has been prejudiced or as further provided in
Section 6(c).




          (b) Defense. With respect to any Proceeding as to which Indemnitee notifies the
Company of the commencement thereof, the Company will be entitled to participate in the Proceeding
at its own expense. If the Company has selected counsel to represent Indemnitee and other current
and former directors, officers or employees of the Company in the defense of a Proceeding, and a
majority of such persons, including Indemnitee, reasonably object to such counsel selected by the
Company pursuant to the first sentence of this Section 6(b), then such persons, including
Indemnitee, shall be permitted to employ one additional counsel of their choice and the reasonable
fees and expenses of such counsel shall be at the expense of the Company; provided,
however, that such counsel shall, if required by any company with which the Company obtains
or maintains insurance, be approved by such company or chosen from amongst the list of counsel
approved by such company. In the event separate counsel is retained by a group of persons
including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such
counsel with respect to the defense of the Proceeding, including making documents, witnesses and
other reasonable information related to the defense available to such separate counsel pursuant to
joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be
entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to
which Indemnitee shall have made the determination provided for in clause (ii) above.




          (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee
under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected
without the Company’s written consent. The Company shall not settle any Proceeding in any manner
that would impose any penalty or limitation on Indemnitee or include an admission of fault by
Indemnitee, without Indemnitee’s written consent. Neither the Company nor the Indemnitee will
unreasonably withhold or delay their consent to any proposed settlement. The Company shall not be
liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the
Company was not given a reasonable and timely opportunity, at its expense, to participate in the
defense of such action; the Company’s liability hereunder shall not be excused if participation in
the Proceeding by the Company was barred by this Agreement.




          7. Non-Exclusivity. The provisions for indemnification and advancement of Expenses
set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee
may have under any provision of law, the Certificate or the Bylaws, a vote of the Company’s
stockholders or Disinterested Directors, any other agreement, or otherwise, both as






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to actions in his Official Capacity and to actions in another capacity while occupying his
position as an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the
Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the
heirs, executors and administrators of the Indemnitee.




          8. Liability Insurance. The Company shall (a) maintain in effect directors’ and
officers’ insurance policies and fiduciary liability insurance policies (collectively, “D&O
Insurance Policies”) with terms, conditions, retentions and limits of liability that are at
least as favorable as those contained in the Company’s D&O Insurance Policies in effect as of the
date hereof (D&O Insurance Policies containing such terms, conditions, retentions and limits of
liability, referred to herein as “Comparable D&O Insurance Policies”), and, for so long as
Indemnitee serves as an officer or director of the Company and for a period of six (6) years
thereafter, to cause Indemnitee to be covered under such Comparable D&O Insurance Policies in
accordance with their respective terms, and (b) for a period of not less than six (6) years
following the occurrence of (i) a Change in Control or (ii) the Company ceasing to operate its
business as a going concern, to maintain in effect Comparable D&O Insurance Policies, and, until
the earlier of (x) such time as the Company is no longer required to maintain such Comparable D&O
Insurance Policies pursuant to this clause (b) or (y) the sixth (6th)
anniversary of Indemnitee ceasing to serve as an officer or director of the Company, to cause
Indemnitee to be covered under such Comparable D&O Insurance Policies in accordance with their
respective terms; provided, however, that in no event shall the Company be required
to expend in any one year an amount in excess of 200% of the annual premiums currently paid by the
Company for its D&O Insurance Policies; provided, further, that if during the
specified period the annual premiums for Comparable D&O Insurance Policies exceed such amount, the
Company shall provide a D&O Insurance Policy which, in the reasonable judgment of the Company,
provides for the best coverage available for a cost not exceeding such amount.




          9. Amendment of this Agreement. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver. Except as
specifically provided herein, no failure to exercise or any delay in exercising any right or remedy
hereunder shall constitute a waiver thereof.




          10. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and shall do everything that may be reasonably necessary to secure such
rights, including the execution of such documents reasonably necessary to enable the Company
effectively to bring suit to enforce such rights, and all of Indemnitee’s reasonable Expenses
related thereto will be borne by the Company.




          11. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any claim made against Indemnitee (or pay or reimburse any
Indemnifiable Costs or other expenses to Indemnitee) to the extent Indemnitee has otherwise
actually received payment (under any insurance policy, other right of indemnity or agreement or
otherwise) of the amounts otherwise indemnifiable or payable hereunder. The Company shall not be
liable to indemnify Indemnitee under this Agreement: (a) for any amounts paid in settlement of any
Proceeding effected without the Company’s written consent, which






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consent shall not be unreasonably withheld or delayed, or (b) for any judicial award if the
Company was not given a reasonably timely opportunity to participate, at its expense, in the
defense of such action, but only to the extent that the failure to be given such reasonably timely
opportunity actually and materially prejudiced the Company’s ability to defend such action.




          12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors, assigns, including any
direct or indirect successor by purchase, merger, consolidation, or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs, and personal and
legal representatives. The Company shall require and cause any successor (whether direct or
indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a
substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as an officer or director of the Company or of any other enterprise
at the Company’s request.




          13. Severability. If any provision (or portion thereof) of this Agreement shall be
held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the
remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore,
to the fullest extent possible, the provisions of this Agreement (including, without limitation,
each portion of this Agreement containing any provision held to be invalid, void, or otherwise
unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void, or unenforceable.




          14. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made and to be performed
in such State without giving effect to the principles of conflicts of laws.




          15. Notices. All notices, demands, and other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given if delivered by
hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt
requested, and addressed




          If to the Company:



Dex One Corporation

1001 Winstead Drive

Cary, North Carolina 27513

Attn: General Counsel

Fax: (919) 297-1518




          With a copy to:



Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attn: Richard Porter and Henry Kleeman

Fax: (312) 862-2200






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          If to Indemnitee at:





          At the address appearing from time to time in the personnel records of the Company.


Notice of change of address shall be effective only when done in accordance with this Section. All
notices complying with this Section shall be deemed to have been received on the date of delivery
or on the third business day after mailing.




[Signatures on following page]






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          IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the day specified above.




	 	 	 	 	 
	COMPANY:          	DEX ONE CORPORATION

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 
	INDEMNITEE:       	ALFRED MOCKETT

 	 
	 	
 	 
	 	 	 
	 	 	 
	 




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