exv10w1



 






EXHIBIT 10.1




RESTRICTED STOCK AGREEMENT




     THIS
AGREEMENT (the “Agreement”), dated
     
     ,
      and effective as of
     
     ,
     (the “Award Date”), is made by and between Dex Media, Inc., a
Delaware corporation (the “Company”) and ___, an Independent Director of the
Company (or one of its Subsidiaries, as defined herein), hereinafter referred to as the
“Participant”:



     WHEREAS, the Company has adopted the Dex Media, Inc. 2004 Equity Incentive Award Plan (as it
may be amended from time to time, the “Plan”), the terms of which are hereby incorporated
by reference and made a part of this Agreement; and



     WHEREAS, Article 6 of the Plan provides for the issuance of awards of the Company’s common
stock, par value $0.01 per share (“Common Stock”), subject to certain restrictions
(“Restricted Stock”); and



     WHEREAS, the Board of Directors of the Company has determined that it would be to the
advantage and best interest of the Company and its stockholders to award shares of Restricted Stock
to the Participant pursuant to the terms and conditions set forth herein; and



     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree
as follows:



ARTICLE I.

DEFINITIONS




     Whenever the following terms are used in this Agreement, they shall have the meaning specified
below unless the context clearly indicates to the contrary. Capitalized terms used in this
Agreement and not defined below shall have the meaning given to such terms in the Plan. The
masculine pronoun shall include the feminine, and the singular shall include the plural, where the
context so indicates.



     Section 1.1 “Agreement” shall have the meaning set forth in the recitals hereto.



     Section 1.2 “Award Date” shall have the meaning set forth in the recitals hereto.



     Section 1.3 “Board” shall mean the Board of Directors of the Company.



     Section 1.4 “Change in Control” shall have the meaning set forth in the Plan.



     Section 1.5 “Code” shall mean the Internal Revenue Code of 1986, as amended.



     Section 1.6 “Common Stock” shall have the meaning set forth in the recitals hereto.



     Section 1.7 “Company” shall have the meaning set forth in the recitals hereto.



     Section 1.8 “Director” shall mean a member of the Board.



 









 





     Section 1.9 “DRO” shall mean a domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.



     Section 1.10 “Employee” shall mean any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company, or of any corporation which is a
Subsidiary.



     Section 1.11 “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.



     Section 1.12 “Independent Director” shall mean a Director who is not an Employee of
the Company.



     Section 1.13 “Plan” shall have the meaning set forth in the recitals.



     Section 1.14 “Restricted Shares” shall have the meaning set forth in Section 2.1.



     Section 1.15 “Restrictions” shall mean the restrictions on sale or other transfer set
forth in Section 4.2 and the exposure to forfeiture set forth in Section 3.1.



     Section 1.16 “Rule 16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act, as
such Rule may be amended from time to time.



     Section 1.17 “Secretary” shall mean the Secretary of the Company.



     Section 1.18 “Securities Act” shall mean the Securities Act of 1933, as amended.



     Section 1.19 “Subsidiary” shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than the last corporation
in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.



     Section 1.20 “Termination of Directorship” shall mean the time when a Participant who
is an Independent Director ceases to be a Director for any reason, including, but not by way of
limitation, a termination by resignation, failure to be elected, death or retirement. The Board,
in its discretion, shall determine the effect of all matters and questions relating to Termination
of Directorship with respect to Independent Directors.



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ARTICLE II.

AWARD OF RESTRICTED STOCK




     Section 2.1 Award of Restricted Stock. In consideration of Participant’s agreement to
remain in the service of the Company or its Subsidiaries and for other good and valuable
consideration which the Board has determined to equal or exceed the par value of the Common Stock,
on the Award Date the Company hereby awards to the Participant ___shares of Restricted
Stock (the “Restricted Shares”).



     Section 2.2 Participant’s Services as a Director. Nothing in this Agreement shall
confer upon the Participant any right to continue in the service of the Company or any Subsidiary
(as a director or otherwise) or shall interfere with or restrict in any way the right of the
Company or its Subsidiaries or stockholders, as the case may be, to increase or decrease the
Participant’s fees at any time.



     Section 2.3 Restricted Stock Subject to Plan. The Restricted Stock awarded hereunder
shall be subject to the terms and provisions of the Plan.



ARTICLE III.

RESTRICTIONS




     Section 3.1 Vesting and Lapse of Restrictions; Forfeiture.



     (a) Subject to Sections 3.1(b), 3.1(c), 3.3 and 3.4, the Restricted Shares shall vest, and the
Restrictions shall cease to apply with respect to (i) one-third (1/3) of the Restricted Shares on
the first anniversary of the Award Date; (ii) one-third (1/3) of the Restricted Shares on the
second anniversary of the Award Date; and (iii) one-third (1/3) of the Restricted Shares on the
third anniversary of the Award Date.



     (b) Notwithstanding Section 3.1(a), but subject to Section 3.1(c), the Restricted Shares shall
vest, and the Restrictions shall cease to apply upon the date of consummation of the first Change
in Control to occur following the Award Date.



     (c) Any Restricted Shares that remain subject to the Restrictions as of the effective date of
the Participant’s Termination of Directorship shall thereupon be forfeited without further action
by the Company. Notwithstanding Sections 3.1(a) or 3.1(b), no Restricted Shares shall become
vested following the effective date of the Participant’s Termination of Directorship.



     Section 3.2 Legend. Certificates representing the Restricted Shares assigned pursuant
to this Agreement shall, until all Restrictions lapse or shall have been removed and new
certificates are assigned pursuant to Section 3.3, bear a legend in substantially the following
form:



“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
VESTING REQUIREMENTS AND MAY BE SUBJECT TO REACQUISITION BY THE
COMPANY UNDER THE TERMS OF A RESTRICTED STOCK AGREEMENT BY AND BETWEEN
DEX MEDIA, INC. (THE



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“COMPANY”) AND THE REGISTERED OWNER OF SUCH SHARES (THE
“AGREEMENT”) AND THE DEX MEDIA, INC. 2004 INCENTIVE AWARD PLAN
(THE “PLAN”), AND SUCH SHARES MAY NOT BE, DIRECTLY OR
INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT
PURSUANT TO THE PROVISIONS OF THE PLAN AND THE AGREEMENT.”



     Section 3.3 Assignment of Certificates for Vested Shares. Upon the vesting of the
Restricted Shares as provided in Section 3.1 and subject to Section 4.3, the Company shall cause
new certificates to be assigned with respect to such vested shares and delivered to the Participant
or his legal representative, free from any Restrictions hereunder and free from the legend provided
for in Section 3.2. Such vested shares shall cease to be considered Restricted Stock subject to
the terms and conditions of this Agreement. Notwithstanding the foregoing, no such new certificate
shall be delivered to the Participant or his legal representative unless and until the Participant
or his legal representative shall have paid to the Company in cash or made provisions for payment
through withholding against income, the full amount of all federal and state (or applicable
foreign) withholding or other employment taxes applicable to the taxable income of the Participant
resulting from the grant of Restricted Stock or the lapse or removal of the Restrictions.



     Section 3.4 Removal of Restrictions; Acceleration of Lapse of Restrictions.




     (a) By resolution, the Board may, on such terms and conditions as it deems appropriate, remove
any or all of the Restrictions (including accelerate vesting) at any time or from time to time.



     (b) Subject to Section 3.4(c), if the shares of the Company’s Common Stock as a whole are
increased, decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company, whether through merger, consolidation, reorganization, recapitalization,
reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, the Board, in its sole discretion, shall have the discretion and
power to determine and to make effective provision for acceleration of the time or times at which
any Restrictions shall lapse or be removed. In addition, in the case of the occurrence of any
event described in this Section 3.4(b), the Board, in its sole discretion, may adjust the number
and kind of shares (or other securities or property) subject to the award granted hereunder or make
any other adjustment permitted pursuant to Article 11 of the Plan with respect thereto. Any such
adjustment made by the Board shall be final and binding upon the Participant, the Company and all
other interested persons.



     (c) In the event that the Participant receives any new or additional or different shares or
securities by reason of any transaction or event described in Section 3.4(b), such new or
additional or different shares or securities which are attributable to the Participant in his
capacity as the registered owner of the Restricted Stock then subject to Restrictions, shall be
considered to be Restricted Stock and shall be subject to all of the Restrictions, unless the Board
provides,



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pursuant to Sections 3.4(a) or 3.4(b), for the removal or lapse of the Restrictions on the
Restricted Shares underlying the distribution of the new or additional shares or securities.



ARTICLE IV.

MISCELLANEOUS




     Section 4.1 Administration. The Board shall have the power to interpret this
Agreement and all other documents relating to Restricted Stock and to adopt such rules for the
administration, interpretation and application of this Agreement as are consistent therewith and to
interpret, amend or revoke any such rules. All actions taken and all interpretations and
determinations made by the Board in good faith shall be final and binding upon the Participant, the
Company and all other interested persons. No member of the Board shall be personally liable for any
action, determination or interpretation made in good faith with respect to the Restricted Stock and
all members of the Board shall be fully protected by the Company in respect to any such action,
determination or interpretation.



     Section 4.2 Restricted Stock Not Transferable. No Restricted Stock or any interest or
right therein or part thereof shall be liable for the debts, contracts or engagements of the
Participant or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect; provided, however, that this Section
4.2 shall not prevent transfers by will or by applicable laws of descent and distribution or,
subject to the consent of the Board, pursuant to a DRO.



     Section 4.3 Conditions to Delivery of Stock Certificates. The Company shall not be
required to deliver any certificate or certificates for shares of stock pursuant to this Agreement
prior to fulfillment of all of the following conditions:



     (a) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Board shall, in its sole discretion, determine to be necessary or advisable; and



     (b) The payment by the Participant of all amounts required to be withheld, under federal,
state and local (or applicable foreign) tax laws, with respect to the issuance or assignment of
Restricted Stock and/or the lapse or removal of any of the Restrictions; and



     (c) The lapse of such reasonable period of time as the Board may from time to time establish
for reasons of administrative convenience.



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     Section 4.4 Escrow. The Secretary of the Company or such other escrow holder as the
Board may appoint shall retain physical custody of the certificates representing Restricted Stock
until all of the Restrictions lapse or shall have been removed; provided, however, that in no event
shall the Participant retain physical custody of any certificates representing unvested Restricted
Stock assigned to the Participant. Additionally, the Participant shall, in connection with the
award of the Restricted Shares, deliver to the Company a stock power, endorsed in blank, relating
to the Restricted Shares.



     Section 4.5 Notices. Any notice required by this Agreement will be deemed provided
and delivered to the intended recipient (a) when delivered in person by hand; (b) three days after
being sent via U.S. certified mail, return receipt requested; or (c) the day after being sent via
overnight courier, in each case provided such notice is properly addressed to the following address
and enclosed in a properly sealed envelope or wrapper, and with all postage and similar fees having
been paid in advance.



	 	 	 
	If to the Company:

	 	Dex Media, Inc.
	

	 	198 Inverness Drive West
	

	 	Englewood, CO 80112
	

	 	Attn: General Counsel
	 
	 	 
	And if to the Participant:

	 	To the address given beneath Participant’s signature hereto.






     By a notice given pursuant to this Section 4.5, either party may hereafter designate a
different address for notices to be given. Any notice which is required to be given to the
Participant shall, if the Participant is then deceased, be given to the Participant’s personal
representative if such representative has previously informed the Company of representative’s
status and address by written notice under this Section 4.5.



     Section 4.6 Rights as Stockholder. Except as otherwise provided herein, upon delivery
of the Restricted Shares to the escrow holder pursuant to Section 4.4, the Participant shall have
all the rights of a stockholder with respect to said shares, subject to the Restrictions herein,
including the right to vote the shares and to receive all dividends or other distributions paid or
made with respect to the Restricted Shares; provided, however, that the Company
shall retain custody of all cash dividends, stock dividends and other distributions (“Retained
Distributions”) made or declared with respect to the Restricted Shares (and such Retained
Distributions will be subject to the Restrictions and the other terms and conditions under this
Agreement that are applicable to the Restricted Shares) until such time, if ever, as the Restricted
Shares with respect to which such Retained Distributions shall have been made, paid or declared
shall have become vested, and such Retained Distributions shall not bear interest or be segregated
as separate accounts and shall be subject to forfeiture upon the Participant’s Termination of
Directorship to the extent set forth in Section 3.1(c).



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     Section 4.7 Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.



     Section 4.8 Conformity to Securities Laws. The Participant acknowledges that this
Agreement is intended to conform to the extent necessary with all provisions of all applicable
federal and state (and applicable foreign) laws, rules and regulations (including but not limited
to, the Securities Act and the Exchange Act and to such approvals by any listing, regulatory or
other governmental authority as may, in the opinion of counsel for the Company, be necessary or
advisable in connection therewith). Notwithstanding anything herein to the contrary, this
Agreement shall be administered, and the Restricted Stock shall be assigned, only in such a manner
as to conform to such laws, rules and regulations including, without limitation, Rule 16b-3. To
the extent permitted by applicable law, this Agreement and the Restricted Stock assigned hereunder
shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.



     Section 4.9 Amendment. This Agreement may be amended without the consent of the
Participant provided that such amendment would not impair any rights of the Participant under this
Agreement.



     Section 4.10 Governing Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of conflicts of laws.



     Section 4.11 Section 83(b) Election. If the Participant makes an election under
Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to the
Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or
dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the
Participant shall deliver a copy of such election to the Company immediately after filing such
election with the Internal Revenue Service. A sample copy of such election is set forth in Annex A
hereto PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE
PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE
REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR
FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.



[signature page follows]




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     IN WITNESS HEREOF, this Agreement has been executed and delivered by the parties hereto.


	 	 	 	 	 
	 	DEX MEDIA, INC.

    a Delaware Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 









[Participant’s Name]

[Participant’s Residence Address]



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ANNEX A




ELECTION TO INCLUDE THE VALUE OF RESTRICTED




PROPERTY IN GROSS INCOME IN THE YEAR OF TRANSFER





     This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to
Treas. Reg. Section 1.83-2.



	 	 	 
	i)

	 	The person who performed the service is:
	 
	 	 
	

	 	Name:
	

	 	Address:
	 
	 	 
	

	 	Taxpayer I.D. Number:
	

	 	Taxable Year:
	 
	 	 
	ii)

	 	The property with respect to which the election is being made
is          shares of the common stock of Dex Media, Inc.
	 
	 	 
	iii)

	 	The property was granted on ___. This election is
being made for the ___tax year.
	 
	 	 
	iv)

	 	The property is subject to a restriction period during which
the property will be forfeited upon the termination of the taxpayer’s services
with the issuer under certain circumstances. The restriction period lapses
describe time-based vesting schedule.
	 
	 	 
	v)

	 	The fair market value at the time of grant (determined without
regard to any restriction other than a restriction which by its terms will
never lapse) is $       per share.
	 
	 	 
	vi)

	 	The amount paid for such property is $       per share.
	 
	 	 
	vii)

	 	A copy of this statement was furnished to Dex Media, Inc. for
whom the taxpayer rendered the service underlying the transfer of property.
	 
	 	 
	viii)

	 	This statement is executed as of                   .






	 	 	 	 	 
	 	                                                                                                            

[Participant’s Name]

[Participant’s Residence Address]