INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING LOST PROFITS) OF ANY FORM INCURRED
BY ANY PERSON, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE FORM OF THE ACT
IN WHICH SUCH A CLAIM MAY BE BROUGHT, WITH RESPECT TO THE PLAN.
15.
MISCELLANEOUS.
THIS AGREEMENT IS AWARDED
PURSUANT TO AND IS SUBJECT TO ALL OF THE PROVISIONS OF THE PLAN, INCLUDING
AMENDMENTS TO THE PLAN, IF ANY.
IN THE EVENT OF A CONFLICT BETWEEN THIS
AGREEMENT AND THE PLAN PROVISIONS, THE PLAN PROVISIONS WILL CONTROL.
THIS
AGREEMENT (A) SUPERSEDES THE TERMS AND CONDITIONS OF, AND FULFILLS AND REPLACES
IN ITS ENTIRETY ANY OBLIGATION TO MAKE GRANTS UNDER, ANY BENEFIT PLAN OR
EMPLOYMENT AGREEMENT, ARRANGEMENT OR UNDERSTANDING, AND (B) IN THE EVENT OF AN
INCONSISTENCY OR DIFFERENCE BETWEEN THIS AGREEMENT AND THE PROVISIONS OF THE
COMPANY'S EXECUTIVE TRANSITION PLAN OR ANY OTHER BENEFIT PLAN OR EMPLOYMENT OR
OTHER AGREEMENT, ARRANGEMENT, OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, THIS
AGREEMENT AND THE PLAN PROVISIONS WILL CONTROL.
BY EXECUTION OF THIS AGREEMENT,
YOU AFFIRMATIVELY AGREE THAT THE AWARD OF THE SHARES UNDER THIS AGREEMENT
SATISFIES AND DISCHARGES IN FULL ALL OBLIGATIONS OF THE COMPANY TO MAKE AN
ANNUAL LONG-TERM INCENTIVE AWARD FOR THE YEAR 2011 UNDER ANY EMPLOYMENT
AGREEMENT, ARRANGEMENT, OR UNDERSTANDING BETWEEN YOU AND THE COMPANY.
THE TERM
"YOU" AND "YOUR" REFER TO THE GRANTEE NAMED IN THIS AGREEMENT.
CAPITALIZED
TERMS THAT ARE NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS
IN THE PLAN.
4
IN ACCEPTING THE AWARD OF SHARES OF RESTRICTED STOCK SET FORTH IN THIS AGREEMENT
YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THE PLAN AND
THIS AGREEMENT.
SUPERMEDIA INC.
By:
Name:
Title:
Agreed and accepted
By:
Name:
Date: March
, 2010