UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 15, 2014
DEX MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-35895 |
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13-2740040 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2200 West Airfield Drive, P.O. Box 619910, DFW Airport, Texas |
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75261 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (972) 453-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Equity Awards to Executive Officers
On December 15, 2014, the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of Dex Media, Inc. (the “Company”) approved stock option awards under the Dex Media, Inc. Equity Incentive Plan (“EIP”).
The stock option awards made under the EIP are governed by the terms of the stock option agreements between the Company and its executive officers and certain other employees. The stock options vest on December 31, 2017 and will expire after the expiration of ten years from the grant date. The stock option award, whether or not vested, will be forfeited upon the employee’s termination of employment with the Company for cause. In the event of the employee’s termination of service with the Company without cause, or by employee for good reason, or as a result of employee’s death or incapacity, the unvested portion of the option award will become immediately vested as of the date of such termination. In addition to the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the option award at any time and for any reason.
Except as provided above, in the event of the employee’s termination of service with the Company for any reason, the vested portion of the option award shall remain exercisable until the earlier of (i) three (3) years from the date of such termination, and (ii) the expiration of the option award.
In the event of a change in control, any unvested portion of the option award shall become fully and immediately vested and exercisable on the date of such change in control, subject to the employee’s continued service with the Company through such date, subject to certain exceptions.
The following executive officers were awarded stock options in the following amounts on the terms and conditions set forth in their respective stock option award agreements:
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Executive Officer |
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Stock Options |
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Paul D. Rouse, Executive Vice President — Chief Financial Officer and Treasurer |
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30,972 |
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Del Humenik, Executive Vice President — Chief Revenue Officer |
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15,486 |
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The foregoing summary is qualified in its entirety by reference to the text of the Form of Dex Media, Inc. Equity Incentive Plan Non-Qualified Stock Option Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Awards under the Value Creation Program
As previously disclosed, the Company’s Value Creation Program approved by the Company’s Board of Directors on October 14, 2014, is designed to enable the Company to retain and award participating employees and other service providers by giving them an opportunity to receive additional compensation based on the net value creation in the Company over the course of certain performance periods.
The awards made under the Value Creation Program are governed by the terms of the Value Creation Program and value creation program award notices between the Company and its executive officers and certain other employees.
Under the terms of the value creation program award notices, the awards vest in equal one-third portions on each of March 31, 2018, June 30, 2018, and December 31, 2018, subject to the employee’s continuous employment with the Company through each such date, and relevant portions of the award are payable in cash within 60 days of each applicable vesting date.
In the event of the employee’s termination of employment with the Company by employee for good reason, by the Company other than for cause, or due to employee’s death or disability, the performance period with respect to the employee’s award will end immediately upon the date of termination and employee will become immediately vested in the amount of award. The award amount will be payable in cash within 60 days following the date of termination.
In the event that employee’s service with the Company continues through a change in control that occurs prior to December 31, 2017, the performance period with respect to the employee’s award will end immediately upon the date of the change in control, and employee will become immediately vested in the amount of award in equal one-third portions on each of the 3-month, 6-month, and 1-year anniversaries of such change in control, in each case subject to continuous employment with the Company through each such vesting date. Relevant portions of the award amount will be payable in cash within 60 days of each applicable vesting date.
The following executive officers were awarded units under the Value Creation Program in the following amounts on the terms and conditions set forth in their respective value creation program award notices:
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Executive Officer |
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VCP Units |
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Paul D. Rouse, Executive Vice President — Chief Financial Officer and Treasurer |
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40,000 |
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Del Humenik, Executive Vice President — Chief Revenue Officer |
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20,000 |
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The foregoing description of the Value Creation Program is qualified in its entirety by reference to the full text of the Value Creation Program and the Value Creation Program Award Notice which have been previously filed as Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 15, 2014. Such exhibit is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Dex Media, Inc. Equity Incentive Plan Non-Qualified Stock Option Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 19, 2014
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DEX MEDIA, INC. | |
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/s/ Raymond R. Ferrell | |
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Name: Raymond R. Ferrell | |
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Title: |
Executive Vice President - General Counsel and Corporate Secretary |
Exhibit 10.1
DEX MEDIA INC. EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
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Participant: xxxxxxxxx
Grant Date: December 15, 2014
Per Share Exercise Price: $xxxx
Number of Shares subject to this Option: xxxxxxxx
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THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Dex Media, Inc., a corporation organized in the State of Delaware, or its successor (the “Company ”), and the Participant specified above, pursuant to the Dex Media, Inc. Equity Incentive Plan (formerly known as the Dex One Corporation Equity Incentive Plan), as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to this Nonqualified Stock Option), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the
Plan, the terms of this Agreement shall control. No part of this Nonqualified Stock Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code. Without limiting the generality of the preceding sentences, the number of shares of Common Stock subject to the Option and the Per Share Exercise Price therefor shall be subject to adjustment as provided in Section 5.7 of the Plan. Notwithstanding the foregoing, no amendment to the Plan or this Agreement, or the exercise of any discretion by the Company, the Committee, the Board or otherwise with respect to interpreting or administering the Plan and/or this Agreement which would impair the rights of the Participant shall be effective with respect to this Nonqualified Stock Option unless specifically agreed to by the Participant in an advance writing.
2. Grant of Option. The Company hereby grants to the Participant, as of the Grant Date specified above, a Nonqualified Stock Option (this “Option”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate number of shares of Common Stock specified above (the “Option Shares”). Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. Awards will be subject to adjustment to reflect the effect of any stock split, stock dividend, combination of shares or other similar corporate action. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by this Option unless and until the Participant has become the holder of record of such shares, and no adjustments shall be made for ordinary dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement.
3. Vesting and Exercise.
(a) Vesting. Subject to the provisions of Sections 3(b) through 3(c) hereof, this Option shall vest and become exercisable as follows, subject to the Participant’s continued service with the Company or its Subsidiaries on the Vesting Date provided below:
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Vesting Date |
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Portion of Option |
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December 31, 2017 |
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100.0 |
% |
Except as provided in Sections 3(b) and 3(c) hereof, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date and all vesting shall occur only on the Vesting Date specified above, subject to the Participant’s continued service with the Company or any of its Subsidiaries on such Vesting Date. Upon expiration of this Option, this Option shall be cancelled and no longer exercisable.
(b) Accelerated Vesting upon Certain Terminations; Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, in the event of the Participant’s termination of service with the Company and its Subsidiaries by the Company without “ Cause ,” by the Participant for “ Good Reason ” or as a result of the Participant’s death or “Incapacity ” (each, as defined in the Dex Media, Inc. Severance Plan — Executive Vice President and Above), then the unvested portion of this Option shall become immediately vested as of the date of such termination. In addition to the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of this Option at any time and for any reason.
(c) Change in Control. Notwithstanding the provisions of Sections 3(a) and 3(b) hereof, in the event of a Change in Control, any unvested portion of this Option shall become fully and immediately vested and exercisable on the date of such Change in Control, subject to the Participant’s continued service with the Company or its Subsidiaries through such date; provided, that if a Change of Control occurs and the resulting Company’s shares of Common Stock are not publicly traded on a nationally recognized stock exchange, the Committee shall require that the outstanding portion of the Option be surrendered to the Company to be cancelled in exchange for the net cash value of each such option surrendered which shall equal (i) the Fair Market Value of a share of Common Stock as of the date of such surrender and cancellation (ii) minus the exercise price of the Option, (iii) multiplied by the number of shares available for exercise under such portion of the Option to be surrendered and cancelled. For the avoidance of doubt, the 2013 merger of Dex One Corporation and SuperMedia, Inc., is not a Change in Control for purposes of this Option.
(d) Expiration. Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of this Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date.
4. Termination. Subject to the terms of the Plan and this Agreement, this Option, to the extent vested at the time of the Participant’s termination of service with the Company or its Subsidiaries (taking into account the accelerated vesting provisions set forth herein) shall remain exercisable as follows:
(a) General. Except as otherwise provided in Sections 4(b) and 4(c) hereof, in the event of the Participant’s termination of service with the Company and its Subsidiaries for any reason, the vested portion of this Option shall remain exercisable until the earlier of (i) three (3) years from the date of such termination, and (ii) the expiration of the stated term of this Option pursuant to Section 3(d) hereof.
(b) Termination for Cause. In the event of the Participant’s termination of service with the Company and its Subsidiaries for Cause, this Option (whether vested or unvested) shall terminate and expire upon such termination.
(c) Treatment of Unvested Option upon Termination. Any portion of this Option that is not vested as of the date of the Participant’s termination of service with the Company and its Subsidiaries for any reason shall terminate and expire as of the date of such termination.
5. Method of Exercise and Payment. Subject to Section 8 hereof, to the extent that this Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, this Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of this Option as provided herein and in accordance with any of the methods set forth in Section 2.1(c) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price specified above multiplied by the number of shares of Common Stock underlying the portion of this Option exercised.
6. Non-Transferability. This Option, and any rights and interests with respect thereto, issued under this Agreement shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit this Option to be transferred to a “family member” (as defined in Section A.1.(a)(5) of the general instructions of Form S-8) for no value, provided that such transfer shall only be valid upon execution of a written instrument in form and substance acceptable to the Committee in its sole discretion evidencing such transfer and the transferee’s acceptance thereof signed by the Participant and the transferee, and provided, further, that this Option may not be subsequently transferred other than by will or by the laws of descent and distribution or to another “family member” (as permitted by the Committee in its sole discretion) in accordance with the terms of the Plan and this Agreement, and shall remain subject to the terms of the Plan and this Agreement. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way this Option, or the levy of any execution, attachment or similar legal process upon this Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.
7. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.
8. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to this Option and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any statutorily required withholding obligation with regard
to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable upon exercise of this Option or by any other method, as selected by the Participant, as provided in Section 5.5 of the Plan.
9. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. This Agreement may only be modified or amended by a writing signed by both the Company and the Participant, except as specifically provided in the Plan (as limited by this Agreement).
10. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel (or its designee) of the Company, or, if not available, the Board. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.
11. No Right to Service. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate the Participant’s service at any time, for any reason and with or without Cause.
12. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to this Option awarded under this Agreement for legitimate business purposes. This authorization and consent is freely given by the Participant.
13. Compliance with Laws. The issuance of this Option (and the Option Shares upon exercise of this Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue this Option or any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements. The Company represents that it is not restricted from granting the award contemplated under this Agreement for any reason.
14. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, this Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent as is reasonable under the circumstances.
15. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) this Option or any part of this Agreement without the prior express written consent of the Company.
16. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
18. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated thereunder.
19. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
20. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time, subject to the limitations contained in the Plan and this Agreement, (b) the award of this Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, this Option) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.
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