0000950144-08-004781 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT OF DEX MEDIA, INC.
Non-Qualified Stock Option Agreement • June 12th, 2008 • R H Donnelley Corp • Services-advertising • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”) by and between Dex Media, Inc., a Delaware corporation (the “Company”) and , an employee of the Company (or one of its Subsidiaries), hereinafter referred to as the “Optionee.”

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STOCK APPRECIATION RIGHTS GRANT AGREEMENT
Stock Appreciation Rights Agreement • June 12th, 2008 • R H Donnelley Corp • Services-advertising • Delaware

STOCK APPRECIATION RIGHTS AGREEMENT (this “SAR Agreement”) made as of the date specified on Annex A attached hereto (the “Grant Date”), between R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and the undersigned individual (the “Participant”), pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may be amended from time to time, the “2005 Plan”), a copy of which you may access electronically on the RHD Intranet under “Human Resources”. Unless otherwise defined herein, the terms defined in the 2005 Plan shall have the same defined meanings in this SAR Agreement.

STOCK APPRECIATION RIGHTS GRANT AGREEMENT
Stock Appreciation Rights Grant Agreement • June 12th, 2008 • R H Donnelley Corp • Services-advertising • Delaware

STOCK APPRECIATION RIGHTS AGREEMENT (this “SAR Agreement”) made as of the date specified on Annex A attached hereto (the “Grant Date”), between R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and the undersigned individual (the “Participant”), pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may be amended from time to time, the “2005 Plan”), a copy of which you may access electronically on the RHD Intranet under “Human Resources”. Unless otherwise defined herein, the terms defined in the 2005 Plan shall have the same defined meanings in this SAR Agreement.

NON-QUALIFIED STOCK OPTION AGREEMENT OF DEX MEDIA, INC.
Non-Qualified Stock Option Agreement • June 12th, 2008 • R H Donnelley Corp • Services-advertising • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of ___, 200___(the “Grant Date”) by and between Dex Media, Inc., a Delaware corporation (the “Company”) and , an employee of the Company (or one of its Subsidiaries), hereinafter referred to as the “Optionee.”

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