CONTROLLED ENTITY OR ORGANIZATION, OR (II) TO DIRECT OR CAUSE
THE DIRECTION OF THE MANAGEMENT AND POLICIES OF THE CONTROLLED ENTITY OR
ORGANIZATION, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES OR BY CONTRACT
OR OTHERWISE.
10.
GOVERNING LAW.
THE PROVISIONS OF THIS AGREEMENT AND YOUR RIGHTS
HEREUNDER SHALL BE CONSTRUED, ADMINISTERED AND GOVERNED UNDER THE LAWS OF THE
STATE OF TEXAS, EXCLUDING ANY CONFLICTS OR CHOICE OF LAW RULE OR PRINCIPLE THAT
MIGHT OTHERWISE REFER CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT TO THE
SUBSTANTIVE LAW OF ANOTHER JURISDICTION.
YOU ARE DEEMED TO SUBMIT TO THE
EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS OF TEXAS, TO
RESOLVE ANY AND ALL ISSUES THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT.
11.
AMENDMENT.
THIS AGREEMENT MAY NOT BE AMENDED EXCEPT BY A WRITING
SIGNED BY THE COMPANY AND THE GRANTEE.
12.
MISCELLANEOUS.
THE TERM "YOU" AND "YOUR" REFER TO THE GRANTEE
NAMED IN THIS AGREEMENT.
In accepting the award set forth in this Agreement you accept and agree to be
bound by all the terms and conditions of this Agreement.
SUPERMEDIA INC.
By:
Name:
Title:
5