Ex-10.19



 




Exhibit 10.19



STOCK APPRECIATION RIGHTS GRANT AGREEMENT




     STOCK APPRECIATION RIGHTS AGREEMENT (this “SAR Agreement”) made as of the date specified on
Annex A attached hereto (the “Grant Date”), between R.H. Donnelley Corporation, a Delaware
corporation (the “Company”), and the undersigned individual (the “Participant”), pursuant to the
R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may be amended from time to
time, the “2005 Plan”), a copy of which you may access electronically on the RHD Intranet under
“Human Resources”. Unless otherwise defined herein, the terms defined in the 2005 Plan shall have
the same defined meanings in this SAR Agreement.



     In consideration of the mutual covenants hereinafter set forth and for other good and valuable
consideration, the validity and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereunder, agree as follows:



     1. Grant of SAR. The Company hereby grants to the Participant the right to receive
the aggregate dollar value of appreciation (collectively, “Appreciation") in the Fair Market Value
of the Company’s Common Stock on the number of shares (the “Granted Shares") specified on Annex A,
computed as the difference between (a) the aggregate Fair Market Value of the Granted Shares on the
Grant Date (the “Grant Price") and (b) the aggregate Fair Market Value of the Granted Shares on the
Exercise Date (as defined below) (the “Appreciation Price"). This grant shall be referred to as the
SAR. Such Appreciation shall be payable only in Paid Shares (as defined below). This SAR is in all
respects limited and conditioned as hereinafter provided, and is subject to the terms and
conditions of the 2005 Plan (which terms and conditions are and automatically shall be incorporated
herein by reference and made a part hereof and shall control in the event of any conflict with any
terms of this SAR Agreement).



     2. Term. Unless earlier terminated pursuant to the 2005 Plan or this SAR Agreement,
this SAR shall expire on the expiration date specified on Annex A (the “Expiration Date”), which is
the seventh anniversary of the Grant Date. This SAR shall not be exercisable on or after the
Expiration Date.



     3. Exercise of SAR. Unless otherwise specified on Annex A, this SAR may be exercised
in three equal installments of the Shares on each of the first three anniversaries of the Grant
Date, so that this SAR shall be exercisable as to all Shares on the last such anniversary. Any
portion of this SAR that becomes exercisable in accordance with the foregoing shall remain
exercisable, subject to the 2005 Plan or this SAR Agreement (including without limitation Paragraph
8), until the Expiration Date or until other termination of this SAR in accordance with the 2005
Plan. Prior to the exercise of this SAR and delivery of the resulting Shares, the Participant
shall not have any rights of a stockholder with respect to this SAR or the Shares subject to this
SAR.



     4. Method of Exercising SAR.



     (a) Subject to the terms and conditions of the 2005 Plan and this SAR Agreement, this SAR
may be exercised upon written notice to the Company at its principal office, which is currently
located at 1001 Winstead Drive, Cary, NC, 27513. Such notice (a suggested form of which is
attached as Annex B) shall state the Participant’s election to exercise this SAR and the number of
Granted Shares with respect to which it is being exercised, and shall be signed by the Participant
(or permitted assignee or legal representative).



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     (b) Upon receipt of such notice, the Company, as promptly as practicable, shall deliver
or cause to be delivered a certificate or certificates representing (a) such number of Shares
calculated by dividing (i) the portion of the Appreciation (including all) applicable to the number
of Granted Shares to which this SAR is so exercised by (ii) the Fair Market Value of R. H.
Donnelley Common Stock on the date such notice was received by the Company (the “Exercise Date"),
less (b) any shares withheld to satisfy obligations for the payment of withholding taxes and other
tax obligations relating to this SAR, as specified in paragraph 10 (the sum of (a) less (b) being
referred to herein as the “Paid Shares"). The certificate or certificates for the number of Paid
Shares so determined shall be registered in the name of the person or persons so exercising this
SAR (or, if this SAR shall be exercised by the Participant and if the Participant shall so request
in the notice exercising this SAR, shall be registered in the name of the Participant and the
Participant’s spouse, jointly, with right of survivorship or a trust established by the Participant
for estate planning purposes) and shall be delivered as provided above to or upon the written order
of the person or persons exercising this SAR. In the event this SAR is exercised by any person or
persons after the legal disability or death of the Participant, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise this SAR. All Paid Shares
that shall be delivered upon the exercise of this SAR as provided herein shall be fully paid and
non-assessable by the Company.



     5. Shares to be Purchased for Investment. In the event the offer and sale of Shares
subject to this SAR are not covered by a then effective registration statement under the Securities
Act of 1933, as amended (the “Securities Act”), the Company may require as a condition to any
exercise of this SAR that the Participant (or other person entitled to exercise this SAR) deliver
to the Company an investment representation statement, as well as any other documentation or
information as the Committee shall reasonably request. The Company shall be entitled to restrict
the transferability of the Shares issued upon any such exercise to the extent necessary to avoid a
risk of violation of the Securities Act or of any state laws or regulations. Such restrictions
may, at the discretion of the Company, be noted or set forth in full on the Share certificates
issued upon exercise of this SAR.



     6. Non-Transferability of SAR; Forfeiture.



     (a) Neither this SAR nor the Granted Shares subject thereto shall be pledged,
hypothecated or otherwise encumbered or subject to any lien, obligation or liability of the
Participant to any party (other than the Company or its subsidiary or affiliate), or assigned or
transferred by the Participant, other than by will or the laws of descent and distribution or to a
Beneficiary upon the death of the Participant, and during the lifetime of the Participant, this SAR
shall be exercisable only by the Participant or his or her guardian or legal representative, except
that this SAR may be transferred to one or more transferees during the lifetime of the Participant
and may be exercised by such transferees in accordance with the terms of this SAR, but only if and
to the extent such transfers are permitted by the Committee, subject to any terms and conditions
which the Committee may impose thereon (including limitations the Committee may deem appropriate in
order that offers and sales of Shares will meet applicable requirements of registration forms under
the Securities Act specified by the Securities and Exchange Commission). A Beneficiary, transferee
or other person claiming any rights under the 2005 Plan from or through the Participant shall be
subject to all terms and conditions of the 2005 Plan and this SAR Agreement, except as otherwise
determined by the Committee, and to any additional terms and conditions deemed necessary or
appropriate by the Committee.



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     (b) This SAR, any Shares delivered hereunder and any gains realized upon exercise of this
SAR are subject to forfeiture under certain circumstances in accordance with Section 11 of the 2005
Plan.



     7. Termination of Employment.



     (a) Exercisability Upon Termination by Death, Disability or Retirement. If the
Participant’s employment by the Company or any subsidiary or affiliate terminates by reason of
death, Disability (as defined below) or Retirement (as defined below), this SAR may be exercised
until the earlier to occur of one year after the date of such termination or the Expiration Date,
to the full extent of this SAR, regardless of the extent to which it was exercisable at the time of
such death, Disability or Retirement; provided, however, that in the event of Early Retirement (as
defined below), the entire vested portion and 50% of any unvested portion of this SAR shall be
exercisable during such period. Upon expiration of any such post-termination exercise period, this
SAR shall terminate.



     (b) Effect of Other Termination. Unless otherwise determined by the Committee, if the
Participant’s employment by the Company or any subsidiary or affiliate terminates for any reason,
other than death, Disability or Retirement or for Cause, this SAR shall be exercisable during the
period of 90 days after such termination or until the Expiration Date, whichever period is shorter,
but only to the extent to which this SAR was exercisable at the time of such termination. If such
termination is for Cause, then this SAR shall terminate upon such termination, unless otherwise
determined by the Committee. Upon expiration of any such post-termination exercise period, this
SAR shall terminate.



     (c) Definitions. The term “Disability” shall have the meaning defined for such term in the
long-term disability plan of the Company, as in effect from time to time, and the term “Retirement”
shall mean your termination after your attaining (i) age 50 years with 20 years of service with the
Company or any of its subsidiaries or affiliates (“Early Retirement”), (ii) age 55 years with 10
years of service with the Company or any of its subsidiaries or affiliates or (iii) age 65 years
without regard to years of such service.



     8. Change in Control. Notwithstanding Section 10 of the 2005 Plan, upon a Change in
Control, this SAR shall terminate automatically with respect to all unvested Shares covered by this
SAR at that time and the Participant shall be entitled to an amount of cash equal to the excess of
the Change in Control Price over the Grant Price, multiplied by the number of unvested Shares
covered by this SAR, and all vested Shares covered by this SAR shall remain subject to and governed
by Section 10 of the Plan. In addition, any and all performance conditions specified herein
shall automatically be deemed satisfied with respect to all Shares covered by this SAR at the
greater (more favorable to Participant) of (a) the performance required to achieve the target award
at 100% or (b) performance to date assuming it would have continued at the same level over the
remainder of the performance period. Notwithstanding the foregoing, the transactions contemplated
by that certain Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002, by
and among the Company and the investors listed therein (as amended and supplemented to date and
from time to time, the “Preferred Stock and Warrant Purchase Agreement”), including, without
limitation, the initial issuance of the Preferred Shares and the Warrants (each as defined in the
Preferred Stock and Warrant Purchase Agreement) and any other issuances or other matters provided
therein, shall not constitute a Change in Control as defined in Section 10(c) of the 2005 Plan.



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



     10. Withholding. The Company and any subsidiary or affiliate is authorized to
withhold from the distribution of Paid Shares relating to this SAR, amounts of withholding and
other taxes due or potentially payable in connection with any transaction involving this SAR, and
to take such other action as the Committee may deem advisable to enable the Company and the
Participant to satisfy obligations for the payment of withholding taxes and other tax obligations
relating to this SAR. This authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of a Participant’s
withholding obligations, either on a mandatory or elective basis in the discretion of the
Committee. Notwithstanding any provision in the 2005 Plan to the contrary, only the minimum amount
of Stock deliverable in connection with this SAR necessary to satisfy statutory withholding
requirements will be withheld.



     11. Governing Law; Entire Agreement; SAR Surrender.



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



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



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


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





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