FORM OF INDEMNIFICATION AGREEMENT
Exhibit 10.9
FORM OF INDEMNIFICATION AGREEMENT
THIS AGREEMENT (this “Agreement”) is entered into, effective as of January 29, 2010,
between Dex One Corporation, a Delaware corporation (the “Company”), and [NAME OF DIRECTOR]
(“Indemnitee”).
WHEREAS, it is essential to the Company to retain and attract as directors the most capable
persons available;
WHEREAS, Indemnitee is a director of the Company;
WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other
claims currently being asserted against directors of corporations; and
WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued and effective service to the Company, and in
order to induce Indemnitee to provide continued services to the Company as a director, the Company
wishes to provide in this Agreement for the indemnification of and the advancement of expenses to
Indemnitee to the fullest extent (whether partial or complete) permitted by applicable law and as
set forth in this Agreement, for the coverage of Indemnitee under the Company’s directors’ and
officers’ liability insurance policies and to supplement and further the Company’s Second Amended
and Restated Certificate of Incorporation, as amended (the “Certificate”), and the
Company’s Sixth Amended and Restated Bylaws, as amended (the “Bylaws”).
NOW, THEREFORE, in consideration of the above premises and of Indemnitee’s continuing to serve
as a director of the Company and intending to be legally bound hereby, the parties agree as
follows:
1. Certain Definitions:
(a) Board: The Board of Directors of the Company.
(b) Change in Control: A Change in Control shall be deemed to occur if:
(i) any “person,” as such term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934 (the “Exchange Act”), as modified and used in Section 13(d) and 14(d)
thereof (but not including (a) the Company or any of its subsidiaries, (b) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company or any of
its subsidiaries, (c) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (d) a company owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of stock of the
Company) (hereinafter a “Person”) is or becomes the beneficial owner, as defined in
Rule 13d-3 of the Exchange Act, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any securities acquired
directly from the Company or its affiliates, excluding an acquisition resulting from the
exercise of a conversion or exchange privilege in respect of
outstanding convertible or exchangeable securities) representing more than 50% of the
combined voting power of the Company’s then outstanding securities; or
(ii) during any period of two consecutive years beginning on the date hereof,
individuals who at the beginning of such period constitute the Board, and any new director
(other than a director designated by a Person who has entered into any agreement with the
Company to effect a transaction described in Clause (i), (iii) or (iv) of this Section)
whose election by the Board or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election
was previously so approved (each such director, a “Continuing Director”), cease for
any reason to constitute a majority thereof; or
(iii) the consummation of a merger or consolidation of the Company with any other
company, other than (a) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the
surviving or acquiring entity), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, more than 50% of
the combined voting power of the voting securities of the Company or such surviving or
acquiring entity outstanding immediately after such merger or consolidation, or (b) a merger
or consolidation effected to implement a recapitalization of the Company (or similar
transaction) in which no Person acquires more than 50% of the combined voting power of the
Company’s then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets and all required governmental approvals of such transaction have
been obtained.
(c) Disinterested Director: A director of the Company who is not and was not a party
to the Proceeding in respect of which indemnification is sought by Indemnitee.
(d) Expenses: Any direct or indirect expense, including without limitation,
attorneys’ fees, retainers, court costs, transcript costs, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement, fees and expenses of experts and/or consultants,
including accountants and other advisors, travel expenses, duplicating costs, postage, delivery
service fees, filing fees, and all other disbursements or expenses of the types typically paid or
incurred in connection with investigating, defending, or participating (including on appeal and/or
as a witness), or preparing for any of the foregoing, in any Proceeding relating to any
Indemnifiable Event, and any expenses of establishing a right to indemnification under any of
Sections 2, 4 or 5, the Certificate, the Bylaws or Section 145 of the
Delaware General Corporation Law (the “DGCL”), in each case, to the extent actually and
reasonably incurred.
(e) Indemnifiable Costs: Any and all Expenses, liability or loss, judgments, fines and
amounts paid in settlement and any interest, assessments, or other charges imposed thereon, and any
federal, state, local, or foreign taxes imposed as a result of the actual or deemed
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receipt of any payments under this Agreement that are eligible for indemnification under
applicable law.
(f) Indemnifiable Event: Any event or occurrence that takes place either prior to or
after the execution of this Agreement, related to the fact that Indemnitee is or was a director of
the Company or any subsidiary of the Company, or while a director is or was serving at the request
of the Company as a director, officer, trustee, manager, employee or agent of another corporation,
partnership, company, limited liability company, joint venture, trust, non-profit entity or other
enterprise, including service with respect to any employee benefit plan (collectively,
“Official Capacity”), whether the basis of such Proceeding is alleged action in an Official
Capacity, and whether the Indemnitee is a party to or a witness or other participant in such
Proceeding.
(g) Independent Counsel: means a law firm, or a member of a law firm, that is
experienced in matters of corporate law and neither presently is, nor in the past three years has
been, retained to represent: (i) the Company or any of its subsidiaries or affiliates, (ii) the
Indemnitee or (iii) any other party to the Proceeding giving rise to a claim for indemnification or
Expense Advances hereunder, in any matter (other than with respect to matters relating to
indemnification and advancement of expenses). No law firm or lawyer shall qualify to serve as
Independent Counsel if that person would, under the applicable standards of professional conduct
then prevailing, have a conflict of interest in representing either the Company or Indemnitee in an
action to determine Indemnitee’s rights under this Agreement. The Company shall select a law firm
or lawyer to serve as Independent Counsel, subject to the consent of the Indemnitee, which consent
shall not be unreasonably withheld.
(h) Proceeding: Any threatened, pending or completed action, suit or proceeding
(including any arbitration or other alternate dispute resolution mechanism or an inquiry,
investigation or administrative hearing), whether civil, criminal, administrative or investigative
(including any appeal therefrom), that relates to an Indemnifiable Event.
(i) Reviewing Party: Reviewing Party shall have the meaning ascribed to such term in
Section 3.
2. Agreement to Indemnify.
(a) General Agreement Regarding Indemnification. In the event Indemnitee was, is, or
becomes a party to, is threatened to be made a party to or witness or other participant in, a
Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall
indemnify Indemnitee from and against Indemnifiable Costs to the fullest extent permitted by
applicable law (in addition to any indemnification rights provided in the Certificate or Bylaws),
as the same may exist or may hereafter be amended or interpreted (but in the case of any such
amendment or interpretation, only to the extent that such amendment or interpretation permits the
Company to provide broader indemnification rights than were permitted prior thereto);
provided that the Company’s commitment set forth in this Section 2(a) to indemnify
the Indemnitee shall be subject to the limitations and procedural requirements set forth in this
Agreement.
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(b) Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Indemnifiable Costs, but not,
however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion thereof to which Indemnitee is entitled.
(c) Advancement of Expenses. The Company shall advance to Indemnitee any and all
Expenses incurred by Indemnitee (an “Expense Advance”) within 5 calendar days after the
receipt by the Company of a written request from Indemnitee for an Expense Advance, whether prior
to or after final disposition of any Proceeding; provided, however, that, if and to the extent that
the DGCL requires, an advancement of Expenses incurred by the Indemnitee in his capacity as a
director of the Company shall be made only upon delivery of an undertaking by or on behalf of the
Indemnitee to repay all amounts so advanced if it ultimately shall be determined by final judicial
decision from which there is no further right to appeal that the Indemnitee is not entitled to be
indemnified for such Expenses under this Agreement or otherwise. Indemnitee shall, and hereby
undertakes to, repay to the Company any funds advanced to Indemnitee or paid on Indemnitee’s behalf
if it shall ultimately be determined that Indemnitee is not entitled to indemnification.
Indemnitee shall make any such repayment promptly following written notice of any such
determination. Payment by the Company of Indemnitee’s expenses in connection with any Proceeding
in advance of the final disposition thereof shall not be deemed an admission by the Company that it
shall ultimately be determined that Indemnitee is entitled to indemnification. Any request for an
Expense Advance shall be accompanied by an itemization of the Expenses for which advancement is
sought, and a reasonably detailed summary shall be provided if the Company so requests. Expense
Advances shall be made without regard to Indemnitee’s ability to repay the Expenses. If Indemnitee
has commenced legal proceedings in the Chancery Court of the State of Delaware to secure a
determination that Indemnitee should be indemnified under applicable law, as provided in
Section 4, any determination made by the Reviewing Party that Indemnitee would not be
permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be
required to reimburse the Company for any Expense Advance until a final judicial determination is
made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have
lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured
and no interest shall be charged thereon.
(d) Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding
anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or
advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee
against the Company or any director or officer of the Company unless (i) the Board or the
Disinterested Directors have authorized the initiation of such Proceeding or (ii) the Proceeding is
one to enforce indemnification rights under Section 5.
3. Reviewing Party.
(a) Other than as contemplated by Section 3(b), the person, persons or entity who
shall determine whether Indemnitee is entitled to indemnification in the first instance (the
“Reviewing Party”) shall be (i) the Board acting by a majority vote of Disinterested
Directors or (ii) if there are no Disinterested Directors, or if the Indemnitee so direct, by
Independent Counsel in a written determination to the Board, a copy of which written determination
shall be delivered
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to Indemnitee. The persons chosen to make a determination under this Agreement of the
Indemnitee’s entitlement to indemnification will act reasonably and in good faith in making such
determination.
(b) After a Change in Control (other than a Change in Control approved by a majority of the
Continuing Directors), the Reviewing Party shall be the Independent Counsel. With respect to all
matters arising from such a Change in Control concerning the rights of Indemnitee to indemnity
payments and Expense Advances under this Agreement or any other agreement or under applicable law
or the Certificate or the Bylaws now or hereafter in effect relating to indemnification for
Indemnifiable Events, the Company shall seek legal advice only from the Independent Counsel. Such
counsel, among other things, shall render its written opinion to the Company and Indemnitee as to
whether and to what extent the Indemnitee should be permitted to be indemnified under applicable
law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify
fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities,
loss, and damages arising out of or relating to this Agreement or the engagement of Independent
Counsel pursuant hereto.
4. Indemnification Process and Appeal.
(a) Indemnification Payment.
(i) The determination with respect to Indemnitee’s entitlement to indemnification
shall, to the extent practicable, be made by the Reviewing Party not later than 21 calendar
days after receipt by the Company of a written demand on the Company for indemnification
(which written demand shall include such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification). The Reviewing Party making the determination
with respect to Indemnitee’s entitlement to indemnification shall notify Indemnitee of such
written determination no later than two business days thereafter.
(ii) Unless the Reviewing Party has provided a written determination to the Company
that Indemnitee is not entitled to indemnification under applicable law, Indemnitee shall be
entitled to indemnification of Indemnifiable Costs, and shall receive payment thereof, from
the Company in accordance with this Agreement within five business days after the Reviewing
Party has made its determination with respect to Indemnitee’s entitlement to
indemnification.
(b) Suit to Enforce Rights. If (i) no determination of entitlement to indemnification
shall have been made within the time limitation for such a determination set forth in Section
4(a)(i), (ii) payment of indemnification pursuant to Section 4(a)(ii) is not made
within the period permitted for such payment by such section, (iii) the Reviewing Party determines
pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under this
Agreement or (iv) Indemnitee has not received advancement of Expenses within the time period
permitted for such advancement by Section 2(c), then Indemnitee shall have the right to
enforce the indemnification rights granted under this Agreement by commencing litigation in the
Chancery Court of the State of Delaware seeking a determination by the court or challenging any
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determination by the Reviewing Party or any aspect thereof. The Company hereby consents to
service of process and to appear in any such proceeding and waives any defense to venue or
jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in
arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b)
conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such
arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in
arbitration. Any determination by the Reviewing Party not challenged by the Indemnitee within 90
days of the date of the Reviewing Party’s determination shall be conclusively binding on the
Company and Indemnitee and shall not thereafter be subject to challenge. The parties agree that
the procedures set forth in this Section 4 shall constitute the sole and exclusive method
for resolving any dispute regarding, or determinations made pursuant to, this Agreement, and that
any litigation to enforce any rights arising under this Agreement shall be filed solely in the
Chancery Court of the State of Delaware. The remedy provided for in this Section 4 shall
be in addition to any other remedies available to Indemnitee at law or in equity.
(c) Defense to Indemnification, Burden of Proof, and Presumptions.
(i) To the maximum extent permitted by applicable law in making a determination with
respect to entitlement to indemnification (or payment of Expense Advances) hereunder, the
Reviewing Party shall presume that an Indemnitee is entitled to indemnification (or payment
of Expense Advances) under this Agreement, and the Company shall have the burden of proof to
overcome that presumption in connection with the making by the Reviewing Party of any
determination contrary to that presumption.
(ii) It shall be a defense to any action brought by Indemnitee against the Company to
enforce this Agreement that it is not permissible under applicable law for the Company to
indemnify Indemnitee for the amount claimed.
(iii) For purposes of this Agreement, the termination of any claim, action, suit, or
proceeding, by judgment, order, settlement (whether with or without court approval),
conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a
presumption that Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not permitted by
applicable law.
5. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall
indemnify Indemnitee against any and all Expenses to the fullest extent permitted by law and, if
requested by Indemnitee pursuant to the procedures set forth in Section 2(c), shall advance
such Expenses to Indemnitee, that are incurred by Indemnitee in connection with any claim asserted
against or action brought by Indemnitee for:
(a) enforcement of this Agreement;
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(b) indemnification of Indemnifiable Costs or Expense Advances by the Company under this
Agreement or any other agreement or under applicable law or the Certificate or Bylaws now or
hereafter in effect relating to indemnification for Indemnifiable Events; and/or
(c) recovery under directors’ and officers’ liability insurance policies maintained by the
Company.
6. Notification and Defense of Proceeding.
(a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any
Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under
this Agreement, notify the Company of the commencement thereof. The failure to notify or promptly
notify the Company shall not relieve the Company from any liability which it may have to the
Indemnitee otherwise than under this Agreement, and shall not relieve the Company from liability
hereunder except to the extent the Company has been prejudiced or as further provided in
Section 6(c).
(b) Defense. With respect to any Proceeding as to which Indemnitee notifies the
Company of the commencement thereof, the Company will be entitled to participate in the Proceeding
at its own expense. If the Company has selected counsel to represent Indemnitee and other current
and former directors, officers or employees of the Company in the defense of a Proceeding, and a
majority of such persons, including Indemnitee, reasonably object to such counsel selected by the
Company pursuant to the first sentence of this Section 6(b), then such persons, including
Indemnitee, shall be permitted to employ one additional counsel of their choice and the reasonable
fees and expenses of such counsel shall be at the expense of the Company; provided,
however, that such counsel shall, if required by any company with which the Company obtains
or maintains insurance, be approved by such company or chosen from amongst the list of counsel
approved by such company. In the event separate counsel is retained by a group of persons
including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such
counsel with respect to the defense of the Proceeding, including making documents, witnesses and
other reasonable information related to the defense available to such separate counsel pursuant to
joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be
entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to
which Indemnitee shall have made the determination provided for in clause (ii) above.
(c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee
under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected
without the Company’s written consent. The Company shall not settle any Proceeding in any manner
that would impose any penalty or limitation on Indemnitee or include an admission of fault by
Indemnitee, without Indemnitee’s written consent. Neither the Company nor the Indemnitee will
unreasonably withhold or delay their consent to any proposed settlement. The Company shall not be
liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the
Company was not given a reasonable and timely opportunity, at its expense, to participate in the
defense of such action; the Company’s liability hereunder shall not be excused if participation in
the Proceeding by the Company was barred by this Agreement.
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7. Non-Exclusivity. The provisions for indemnification and advancement of Expenses
set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee
may have under any provision of law, the Certificate or the Bylaws, a vote of the Company’s
stockholders or Disinterested Directors, any other agreement, or otherwise, both as to actions in
his Official Capacity and to actions in another capacity while occupying his position as an agent
of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has
ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and
administrators of the Indemnitee.
8. Liability Insurance. The Company shall (a) maintain in effect directors’ and
officers’ insurance policies and fiduciary liability insurance policies (collectively, “D&O
Insurance Policies”) with terms, conditions, retentions and limits of liability that are at
least as favorable as those contained in the Company’s D&O Insurance Policies in effect as of the
date hereof (D&O Insurance Policies containing such terms, conditions, retentions and limits of
liability, referred to herein as “Comparable D&O Insurance Policies”), and, for so long as
Indemnitee serves as a director of the Company and for a period of six (6) years thereafter, to
cause Indemnitee to be covered under such Comparable D&O Insurance Policies in accordance with
their respective terms, and (b) for a period of not less than six (6) years following the
occurrence of (i) a Change in Control or (ii) the Company ceasing to operate its business as a
going concern, to maintain in effect Comparable D&O Insurance Policies, and, until the earlier of
(x) such time as the Company is no longer required to maintain such Comparable D&O Insurance
Policies pursuant to this clause (b) or (y) the sixth (6th) anniversary of
Indemnitee ceasing to serve as a director of the Company, to cause Indemnitee to be covered under
such Comparable D&O Insurance Policies in accordance with their respective terms; provided,
however, that in no event shall the Company be required to expend in any one year an amount
in excess of 200% of the annual premiums currently paid by the Company for its D&O Insurance
Policies; provided, further, that if during the specified period the annual
premiums for Comparable D&O Insurance Policies exceed such amount, the Company shall provide a D&O
Insurance Policy which, in the reasonable judgment of the Company, provides for the best coverage
available for a cost not exceeding such amount.
9. Amendment of this Agreement. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver. Except as
specifically provided herein, no failure to exercise or any delay in exercising any right or remedy
hereunder shall constitute a waiver thereof.
10. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and shall do everything that may be reasonably necessary to secure such
rights, including the execution of such documents reasonably necessary to enable the Company
effectively to bring suit to enforce such rights, and all of Indemnitee’s reasonable Expenses
related thereto will be borne by the Company.
11. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any claim made against Indemnitee (or pay
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or reimburse any Indemnifiable Costs or other expenses to Indemnitee) to the extent Indemnitee
has otherwise actually received payment (under any insurance policy, other right of indemnity or
agreement or otherwise) of the amounts otherwise indemnifiable or payable hereunder. The Company
shall not be liable to indemnify Indemnitee under this Agreement: (a) for any amounts paid in
settlement of any Proceeding effected without the Company’s written consent, which consent shall
not be unreasonably withheld or delayed, or (b) for any judicial award if the Company was not given
a reasonably timely opportunity to participate, at its expense, in the defense of such action, but
only to the extent that the failure to be given such reasonably timely opportunity actually and
materially prejudiced the Company’s ability to defend such action.
12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors, assigns, including any
direct or indirect successor by purchase, merger, consolidation, or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs, and personal and
legal representatives. The Company shall require and cause any successor (whether direct or
indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a
substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as a director of the Company or of any other enterprise at the
Company’s request.
13. Severability. If any provision (or portion thereof) of this Agreement shall be
held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the
remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore,
to the fullest extent possible, the provisions of this Agreement (including, without limitation,
each portion of this Agreement containing any provision held to be invalid, void, or otherwise
unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void, or unenforceable.
14. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made and to be performed
in such State without giving effect to the principles of conflicts of laws.
15. Notices. All notices, demands, and other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given if delivered by
hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt
requested, and addressed
If to the Company:
Dex One Corporation
0000 Xxxxxxxx Xxxxx
Xxxx, Xxxxx Xxxxxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
0000 Xxxxxxxx Xxxxx
Xxxx, Xxxxx Xxxxxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
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With a copy to:
Sidley Austin LLP
Xxx Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
Xxx Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
If to Indemnitee at:
[INDEMNITEE]
[ADDRESS]
Notice of change of address shall be effective only when done in accordance with this Section. All
notices complying with this Section shall be deemed to have been received on the date of delivery
or on the third business day after mailing.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the day specified above.
| DEX ONE CORPORATION | ||||||
COMPANY:
|
By: | |||||
| INDEMNITEE: | [INDEMNITEE] | |||||
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