EX-10.4






EXHIBIT 10.4




R.H. DONELLEY CORPORATION




AMENDMENT TO

RESTRICTED STOCK UNITS AGREEMENT




RECITALS




     WHEREAS, R.H. Donelley Corporation, a Delaware Corporation (the “Company”) has previously
granted Restricted Stock Units (“RSUs”) to certain of its service providers (“Participants”)
pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (the “2005 Plan”);



     WHEREAS, the Company and Participants have previously entered into individual Restricted Stock
Units Agreements (the “RSU Agreements”) setting forth the terms and conditions of RSU awards in
accordance with the form of RSU Agreement previously adopted for granting RSU awards pursuant to
the 2005 Plan;



     WHEREAS, Section 12(e) of the 2005 Plan and Section 12(b) of the RSU Agreements provide the
Company the right to unilaterally amend the RSU Agreements provided such amendments do not
materially and adversely affect Participant’s rights to such awards;



     WHEREAS, since the initial grant of certain of the RSUs, the U.S. Treasury has promulgated
final regulations governing Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and issued other formal and informal guidance applicable to the RSU awards that necessitate
certain clarifications and changes to the terms of the RSU Agreements to better ensure compliance
with Code Section 409A and the avoidance of potential excise taxes upon Participants; and



     WHEREAS, the Employee Benefits Committee (the “Committee”), pursuant to authority granted by
the Compensation and Benefits Committee of R.H. Donnelley Corporation, has determined that it is
necessary and advisable and in the best interests of Participants to unilaterally amend the RSU
Agreements effective December 31, 2008 to reflect various clarifications or changes required for
documentary compliance with Code Section 409A;



     NOW, THEREFORE, effective December 31, 2008, each RSU Agreement, to the extent applicable, is
hereby amended as follows:



     1. Section 4(c) is amended to read as follows:




The term “Disability” shall have the meaning set forth in final Treasury
Regulation § 1.409A-3(i)(4) and any successor regulation, and the term
“Retirement” shall mean Participant’s Termination after attaining (i)
age 55 years with 10 years of service with the Company or any of its
subsidiaries or affiliates or (ii) age 65 years without regard to years
of



 









 







such service. “Termination” (and “Terminates,” “Separates,” and
similar terms) means Participant’s “separation from service” from the
Company and its subsidiaries and affiliates within the meaning of final
Treasury Regulation § 1.409A-1(h) and any successor regulation.



     2. Sections 5(a)(ii) and (iii) are amended to read as follows:




	 	(ii)	 	In the event of Participant’s death or the
Participant’s Termination by the Company upon the Company’s
determination of the Participant’s Disability, at the time of
such event.
	 
	 	(iii)	 	In the event of a “Change in Ownership or
Effective Control of the Corporation or a Change in the Ownership
of a Substantial Portion of the Assets of the Corporation” as
such term is defined in final Treasury Regulations §
1.409A-3(i)(5), at the time of such event.





     3. The reference at the end of Section 5(a) to the short-term deferral period permitted under
the Proposed Treasury Regulation is amended to refer to “final Treasury Regulation § 1.409A-1(b)(4)
and any successor regulation.”



     4. Section 9 (Change in Control) is amended to add the phrase “Except as otherwise expressly
provided in this Agreement,” at the beginning of the Section.



     5. Section 12(e) is amended to read as follows:




To the extent that RSUs (or a portion thereof) constitute 409A Awards,
settlement of such RSUs may not be accelerated in the discretion of the
Company (except to the extent permitted under final Treasury Regulations
1.409A-3(j) or any successor regulation). Other provisions of this RSU
Agreement notwithstanding, under U.S. federal income tax laws and
Treasury Regulations (including proposed regulations) as presently in
effect or hereafter implemented, (i) if the timing of any distribution in
settlement of RSUs would result in Participant’s constructive receipt of
income relating to the RSUs prior to such distribution, the date of
distribution will be the earlier date after the specified date of
distribution that distribution can be effected without resulting in such
constructive receipt; (ii) any distribution of RSUs deemed to be 409A
Awards the timing of which is tied to a termination of employment shall
not occur until six months after separation from service if the
Participant is a “Specified Employee” within the meaning of Code Section
409A(a)(2)(B)(i) and to the extent such six-month delay is required to
comply with Code Section 409A(a)(2)(B)(i); and
(iii) if the Participant otherwise would be subject to constructive
receipt of income relating to the RSUs prior to such distribution, any
rights of



2









 







Participants or retained authority of the Company with respect
to RSUs hereunder shall be automatically modified and limited to the
extent necessary so that Participant will not be deemed to be in
constructive receipt of income relating to the RSUs prior to the
distribution and so that Participant shall not be subject to any penalty
under Section 409A.



     6. Any other provisions of an RSU Agreement not expressly amended above citing to sections of
the Proposed Treasury Regulations shall be amended to the extent necessary to refer instead to the
corresponding successor sections of the final Treasury Regulations promulgated under Code Section
409A.



     7. To the extent any Participant has previously received an RSU award under an individual RSU
Agreement which deviates from the standard form RSU Agreement adopted by the Company, the
corresponding terms and provisions of such RSU Agreements shall be amended, to the extent
applicable, as set forth herein in order to ensure that such RSU Agreement complies with Code
Section 409A and final Treasury Regulations thereunder.



     8. Except as amended by this Amendment, Participant’s RSU Agreements shall remain in full
force and effect without modification or revision.



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