exv10w1






Exhibit 10.1




(Form Agreement for Grants to Employees)




INFOGROUP INC.

AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




     infoGROUP Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units
(“RSUs”) relating to shares of its common stock, $0.0025 par value (the “Stock”), to the individual
named below as the Grantee. The terms and conditions of the grant are set forth in this Agreement
(the “Agreement”) and in the Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”).
Capitalized terms used but not defined in this Agreement have the meanings given to them in the
Plan.



Grant
Date:                                         




Name of
Grantee:                                         




Grantee’s Employee ID number:                                         




Number of RSUs Granted:                                         




Vesting
Schedule:
                     Vesting Date                     Vesting Percentage                      Shares



     By signing this cover sheet, you agree to all of the terms and conditions described in this
Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you
have carefully reviewed the Plan and agree that the Plan will control in the event any provision of
this Agreement should appear to be inconsistent with the terms of the Plan.



	 	 	 	 	 	 	 
	Grantee:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)
	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)
	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	Attachment
	 	 	 	 	 	 





This is not a stock certificate or a negotiable instrument.



 









 








INFOGROUP INC.

AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




	 	 	 
	Stock Unit Transferability

	 	This grant is an award of RSUs in the
number set forth on the cover sheet,
subject to the vesting conditions described
below. Your RSUs may not be transferred,
assigned, pledged or hypothecated, whether
by operation of law or otherwise, nor may
your RSUs be made subject to execution,
attachment or similar process.
	 
	 	 
	Vesting

	 	Your RSUs shall vest according to the
schedule set forth on the cover sheet;
provided, that, you remain in Service on
the relevant vesting dates. If your
Service terminates for any reason, you will
forfeit any RSUs in which you have not yet
become vested.
	 
	 	 
	Delivery of Stock Pursuant to
Vesting of RSUs

	 	A certificate for the shares of Stock
represented by your RSUs shall be delivered
to you upon vesting or a book entry
registration will be made in your name,
unless the Company (in its sole discretion)
allows you to elect to defer delivery of
such Stock to a future date and you make
such election in a timely manner. If your
Service terminates for a reason other than
for Cause prior to such date, you will
instead be delivered a certificate for the
vested portion of your RSUs represented by
this Agreement. If your Service terminates
for Cause, you shall forfeit all of your
RSUs. 




Notwithstanding the preceding paragraph:
	 
	 	 
	 

	 	•    If you are a “key employee” within
the meaning of Section 409A of the Code and
shares would otherwise be delivered to you
on account of your separation from Service,
then such shares shall not be delivered to
you until six months and one day after your
separation from Service; and

	 
	 	 
	 

	 	•    If the shares relating to the
vested RSUs would otherwise be delivered to
you during a period in which you are (i)
subject to a lock-up agreement restricting
your ability to sell shares of Stock in the
open market or (ii) restricted from selling
shares of Stock in the open market because
you are not then eligible to sell under the
Company’s insider trading or similar plan
as then in effect (whether because a
trading window is not open or you are
otherwise restricted from trading),
delivery of the shares related to the
vested RSUs may be delayed until no earlier
than the first date on which you are no
longer prohibited from selling shares of
Stock due to a lock-up







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	 	      agreement or insider
trading plan restriction; provided,
however, that the delivery of the shares
related to vested RSUs will be made within
2 1/2 months after the end of the taxable
year in which the RSUs vest or such other
time as is required to comply with the
requirements of Section 409A of the Code.

	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of this grant,
that you will make acceptable arrangements
to pay any withholding or other taxes that
may be due as a result of vesting in RSUs
or your acquisition of Stock under this
grant. In the event that the Company
determines that any federal, state, local
or foreign tax or withholding payment is
required relating to your RSUs, the Company
will have the right to: (i) require that
you arrange such payments to the Company,
(ii) withhold such amounts from other
payments due to you from the Company or any
Affiliate, or (iii) cause an immediate
forfeiture of shares of Stock subject to
the RSUs granted pursuant to this Agreement
in an amount equal to the withholding or
other taxes due.
	 
	 	 
	Corporate Transaction

	 	Notwithstanding the vesting schedule set
forth above, upon the consummation of a
Corporate Transaction, the RSUs will become
100% vested if they are not assumed, or
equivalent RSUs are not substituted for the
RSUs, by the Company or its successor.
	 
	 	 
	Employment Rights

	 	This Agreement does not confer on you any
right with respect to continuance of
employment or other Service with the
Company or of its Affiliates, nor will it
interfere in any way with any right the
Company or its Affiliates would otherwise
have to terminate or modify the terms of
your employment or other Service at any
time. 




You acknowledge and understand that this
grant of RSUs and any future RSUs granted
under the Plan are wholly discretionary in
nature and are not to be considered part of
any normal or expected compensation that is
or would be subject to severance,
resignation, redundancy or similar pay,
other than to the extent required by local
law.
	 
	 	 
	Shareholder Rights

	 	You do not have any of the rights of a
shareholder with respect to the RSUs,
unless and until the Stock relating to the
RSUs has been delivered to you.
	 
	 	 
	Adjustments

	 	In the event of a Stock split, a Stock
dividend or a similar change in the Stock,
the number of RSUs covered by this grant
will be adjusted (and rounded down to the
nearest whole number) in accordance with
the terms of the Plan.






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	Applicable Law

	 	This Agreement will be interpreted and
enforced under the laws of the State of
Delaware, other than any conflicts or
choice of law rule or principle that might
otherwise refer construction or
interpretation of this Agreement to the
substantive law of any other jurisdiction.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver certain
statutory materials relating to the Plan in
electronic form. By accepting this grant
you agree that the Company may deliver the
Plan prospectus and the Company’s annual
report to you in an electronic format. You
are, however, entitled to receive paper
copies of these documents and may request
paper copies of these documents by
contacting the Company.
	 
	 	 
	Consent to Process Personal
Data

	 	In order to administer the Plan, the
Company may process personal data about
you. Such data include but are not limited
to the information provided in this
Agreement and any changes thereto, other
appropriate personal and financial data
about you such as home address and business
addresses and other contact information,
payroll information and any other
information that might be deemed
appropriate by the Company to facilitate
the administration of the Plan. 




By accepting this Agreement, you give
explicit consent to the Company to process
any such personal data. You also give
explicit consent to the Company to transfer
any such personal data outside the country
in which you work or are employed,
including, with respect to non-U.S.
residents, to the United States, to
transferees who shall include the Company
and other persons who are designated by the
Company to administer the Plan.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated in
this Agreement by reference. This
Agreement and the Plan constitute the
entire understanding between you and the
Company regarding this grant of RSUs. Any
prior agreements, commitments or
negotiations concerning this grant are
superseded. The Plan will control in the
event any provision of this Agreement
should appear to be inconsistent with the
terms of the Plan.
	 
	 	 
	 

	 	You understand that the Company has
reserved the right to amend or terminate
the Plan at any time, and that the grant of
an RSU under the Plan at one time does not
in any way obligate the Company or its
Affiliates to grant additional RSUs in any
future year or in any given amount.





By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.





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