-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J8NBrlolqQ5dtT1YVqdSJ3rXQvitzwhrP4Sg4RvUIpBwik3YVp929vjyXDsB+zAU eGNK3kaAXSJZhcslF+YRUw== 0000950103-01-501232.txt : 20010726 0000950103-01-501232.hdr.sgml : 20010726 ACCESSION NUMBER: 0000950103-01-501232 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20010725 EFFECTIVENESS DATE: 20010725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R H DONNELLEY CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65822 FILM NUMBER: 1689008 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9149336800 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 S-8 1 jul0701_2001saip.txt As filed with the Securities and Exchange Commission on July 25, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- R.H. DONNELLEY CORPORATION (Exact name of issuer as specified in its charter) (Formerly named The Dun & Bradstreet Corporation) Delaware 2741 13-2740040 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation Classification Code Number) Identification No.) or organization) One Manhattanville Road Purchase, New York 10577 (914) 933-6400 (Address of principal executive offices) ----------------------- R.H. DONNELLEY CORPORATION 2001 STOCK AWARD AND INCENTIVE PLAN (Full title of the plan) ----------------------- Robert J. Bush, Esq. Vice President, General Counsel and Corporate Secretary R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 (Name and address of agent for service) Telephone number, including area code, of agent for service: (914) 933-6400 ----------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Amount of Title Of Securities to be Offering Price Aggregate Offering Registration to be Registered Registered Per Share($) Price($) Fee($) ---------------- ---------- ------------ ------------------ ------------ Common Stock (par value $1.00 per share) Shares not previously registered...... 4,000,000 (1) $30.51(2) $122,040,000(2) $30,510.00(2) Shares registered under prior plans... (1) N/A(3) N/A(3) N/A(3)
- -------------------- (1) Plus an indeterminate number of additional shares which may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Includes rights to purchase the Registrant's Series B Participating Cumulative Preferred Stock, issuable pursuant to the Rights Agreement dated as of October 27, 1998 between the Registrant and The Bank of New York, as successor to First Chicago Trust Company of New York, as Rights Agent, as may be amended from time to time. Shares of the Registrant's Common Stock to be offered or sold under the R.H. Donnelley 2001 Stock Award and Incentive Plan (the "2001 Plan") include (i) 4,000,000 shares which have not been previously registered and (ii) 2,136,674 shares which were previously registered for offer or sale under the R.H. Donnelley Corporation 1991 Key Employees' Stock Option Plan, as amended and restated (Registration No. 333-75541), the R.H. Donnelley Corporation 1998 Directors' Stock Plan (Registration No. 333-75539) and the R.H. Donnelley Key Employees Performance Unit Plan (Registration No. 333-46615) (the "PUP Plan") (collectively, the "Prior Plans") and which may be offered or sold under the 2001 Plan (the "Carried Forward Shares"). The Carried Forward Shares are shares of the Registrant's Common Stock that have not been issued and are not subject to issuance upon outstanding awards under the Prior Plans; provided, however, that in connection with the PUP Plan, certain of these Carried Forward Shares may be used to satisfy outstanding awards under the PUP Plan upon vesting of such awards. The 2001 Plan permits the offer or sale of up to 10% of the number of shares of the Registrant's Common Stock issued or delivered by the Registrant during the term of the 2001 Plan other than issuances or deliveries under the 2001 Plan or another incentive compensation plan of the Registrant; however, such shares are not included in this Registration Statement. (2) Estimated solely for purposes of calculating the registration fee under Rules 457(h) and 457(c). The proposed maximum offering price per share with respect to shares issuable under the 2001 Plan as of the filing date hereof is based upon the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange on July 24, 2001. (3) The Carried Forward Shares were previously registered; therefore, no filing fee with respect to those shares is required (Interpretation 89 under Section G of the Securities and Exchange Commission Division of Corporate Finance Manual of Publicly Available Telephone Interpretations (July 1997) and Instruction E to the General Instructions to Form S-8). This Registration Statement Includes a Total of 8 Pages. Exhibit Index on Page 8. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Not required to be included in this Registration Statement pursuant to the introductory note to Part I on Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT R.H. Donnelley Corporation, formerly The Dun & Bradstreet Corporation (the "Registrant"), hereby files this Registration Statement on Form S-8 (this "Registration Statement") with the Securities and Exchange Commission (the "Commission") to register shares of the Registrant's Common Stock, par value $1.00 per share ("Common Stock"), for issuance pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan (the "2001 Plan"). ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission pursuant to the Securities and Exchange Act of 1934, as amended (the "1934 Act"), (Commission 1934 Act File Number 001-07155) are incorporated by reference herein: (1) Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. (2) Registrant's Current Report on Form 8-K dated January 11, 2001. (3) Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2001. (4) All other reports filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date hereof (and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold). (5) The description of the Registrant's Common Stock contained in the following documents: the Registrant's Registration Statement on Form S-3 (Registration No. 33-10462) dated November 28, 1986 and the Registrant's Registration Statement on Form 8-A filed on November 5, 1998 with respect to a rights plan adopted by the Registrant on October 27, 1998, in each case including any amendment thereto or report filed for the purpose of updating such description. Any statement contained herein or made in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The Registrant's certificate of incorporation eliminates the liability of directors to the fullest extent permitted by Delaware law. Reference is made to Section 145 of the DGCL, which provides that a corporation may indemnify directors and officers as well as other employees and agents against expenses (including attorney's fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action")) if they act in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorney's fees) incurred in connection with defense or settlement of such action, and the statute requires court approval before there can be indemnification that may be granted by a corporation's charter, bylaws, disinterested director vote, stockholder vote, agreement or otherwise. The Registrant's certificate of incorporation provides for indemnification of its directors, officers, employees and agents to the fullest extent permitted by Delaware law. Reference is made to Section 3(c) of the 2001 Plan, which provides that the Committee (as defined in the 2001 Plan) and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any executive officer, other officer or employee of the Registrant or a subsidiary or affiliate, the Registrant's independent auditors, consultants or any other agents assisting in the administration of the 2001 Plan. Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or employee of the Registrant or a subsidiary or affiliate acting at the direction or on behalf of the Committee or a delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the 2001 Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Registrant with respect to any such action or determination. In addition, the Registrant has purchased and maintains directors' and officers' liability insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS EXHIBIT NUMBER EXHIBIT 4.01... Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155).* 4.02... Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155).* 3 4.03... Rights Agreement, dated as of October 27, 1998 between the Registrant and First Chicago Trust Company of New York, as rights agent, (incorporated by reference to Exhibit 4 to the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on November 5, 1998, Registration No. 001-07155).* 4.04... Amendment No. 1 to Rights Agreement dated as of February 26, 2001 by and among the Registrant, First Chicago Trust Company of New York, as initial rights agent, and The Bank of New York, as successor rights agent, (incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, Commission File No. 001-07155).* 5.01... Opinion of Davis Polk & Wardwell. 23.01.. Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.02.. Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.03.. Consent of Davis Polk & Wardwell (included in their opinion filed as Exhibit 5.01). 24.01.. Powers of Attorney (included on the signature page of this Registration Statement). 99.01.. R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.40 to the Quarterly Report on Form 10-Q for the three months ended March 31, 2001, Commission File No. 001-07155).* 99.02.. R.H. Donnelley Corporation Non-Qualified Stock Option Form Agreement. 99.03.. R.H. Donnelley Corporation Annual Incentive Program Form Award. 99.04.. R.H. Donnelley Corporation Key Employees' Performance Unit Program Form Award. - ------------------- * Incorporated by reference. ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; (2) That for the purpose of determining any liability under the Securities Act of 1933, as amended (the "1933 Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and where applicable, each filing of the 2001 Plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4 (c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Purchase, State of New York, on this 25th day of July, 2001. R.H. DONNELLEY CORPORATION By /s/ Robert J. Bush ------------------ Robert J. Bush Vice President, General Counsel and Corporate Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Frank R. Noonan, Philip C. Danford and Robert J. Bush and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable R.H. Donnelley Corporation to comply with the Securities Act of 1933, as amended (the "1933 Act"), and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of this Registration Statement on Form S-8 under the 1933 Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. 6 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. /s/ Frank R. Noonan Chairman of the Board and Chief Executive July 25, 2001 - ----------------------------- Officer Frank R. Noonan /s/ Philip C. Danford Senior Vice President and Chief Financial July 25, 2001 - ----------------------------- Officer Philip C. Danford /s/ William C. Drexler Vice President and Controller July 25, 2001 - ----------------------------- William C. Drexler /s/ Diane P. Baker Director July 25, 2001 - ----------------------------- Diane P. Baker /s/ Kenneth G. Campbell Director July 25, 2001 - ----------------------------- Kenneth G. Campbell /s/ William G. Jacobi Director July 25, 2001 - ----------------------------- William G. Jacobi /s/ Robert Kamerschen Director July 25, 2001 - ----------------------------- Robert Kamerschen /s/ Peter J. McDonald Director July 25, 2001 - ----------------------------- Peter J. McDonald /s/ Carol J. Parry Director July 25, 2001 - ----------------------------- Carol J. Parry /s/ Barry Lawson Williams Director July 25, 2001 - ----------------------------- Barry Lawson Williams
7 INDEX TO EXHIBITS Exhibit Number Exhibit 4.01 Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155).* 4.02 Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155).* 4.03 Rights Agreement, dated as of October 27, 1998 between the Registrant and First Chicago Trust Company of New York, as rights agent, (incorporated by reference to Exhibit 4 to the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on November 5, 1998, Registration No. 001-07155).* 4.04 Amendment No. 1 to Rights Agreement dated as of February 26, 2001 by and among the Registrant, First Chicago Trust Company of New York, as initial rights agent, and The Bank of New York, as successor rights agent, (incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, Commission File No. 001-07155).* 5.01 Opinion of Davis Polk & Wardwell. 23.01 Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.02 Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.03 Consent of Davis Polk & Wardwell (included in their opinion filed as Exhibit 5.01). 24.01 Powers of Attorney (included on the signature page of this Registration Statement). 99.01 R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.40 to the Quarterly Report on Form 10-Q for the three months ended March 31, 2001, Commission File No. 001- 07155).* 99.02 R.H. Donnelley Corporation Non-Qualified Stock Option Form Agreement. 99.03 R.H. Donnelley Corporation Annual Incentive Program Form Award. 99.04 R.H. Donnelley Corporation Key Employees' Performance Unit Program Form Award. - ------------------- * Incorporated by reference. 8 EX-5.01 2 jul2001_ex501.txt EXHIBIT 5.01 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 212-450-4000 July 25, 2001 R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Ladies and Gentlemen: We are acting as counsel for R.H. Donnelley Corporation (the "Registrant") in connection with its Registration Statement on Form S-8 (the "Registration Statement") to register under the Securities Act of 1933, as amended, 4,000,000 previously unregistered shares (the "Plan Shares") of the Registrant's Common Stock, par value of $1.00 per share (the "Common Stock"), issuable pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan (the "2001 Plan"), plus approximately 2,136,674 shares of Common Stock which were previously registered in connection with the R.H. Donnelley Corporation 1991 Key Employees' Stock Option Plan, as amended and restated, the R.H. Donnelley Corporation 1998 Directors' Stock Plan and the R.H. Donnelley Key Employees Performance Unit Plan and which may be offered or sold under the 2001 Plan (the "Additional Plan Shares"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments relating to the issuance of the Plan Shares and the Additional Plan Shares as we have deemed necessary for the purpose of this opinion. Upon the basis of the foregoing, we are of the opinion that the Plan Shares and the Additional Plan Shares deliverable pursuant to the 2001 Plan have been duly authorized and, when and to the extent issued pursuant to the 2001 Plan upon receipt by the Registrant of adequate consideration therefor, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement. Very truly yours, /s/ DAVIS POLK & WARDWELL ------------------------- DAVIS POLK & WARDWELL EX-23.1 3 jul2501_ex2301-2001saip.txt EXHIBIT 23.01 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 16, 2001 relating to the financial statements of R.H. Donnelley Corporation, which appears in R.H. Donnelley Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP New York, New York July 25, 2001 EX-23.2 4 jul2501_ex2302-2001saip.txt EXHIBIT 23.02 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 12, 2001 relating to the financial statements of the DonTech Partnership, which appears in R.H. Donnelley Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Chicago, Illinois July 25, 2001 EX-99.02 5 jul2001_ex9902.txt EXHIBIT 99.02 NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ NON-QUALIFIED STOCK OPTION AGREEMENT (this "Option 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 2001 Stock Award and Incentive Plan (as may be amended from time to time, the "2001 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 2001 Plan shall have the same defined meanings in this Option Agreement. In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the validity and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereunder, agree as follows: 1. Grant of Option. The Company hereby grants to the Participant the right and option (this "Option") to purchase all or any part of an aggregate of the number of shares specified on Annex A of the Company's Common Stock, par value $1.00 per share (the "Shares"). This Option is in all respects limited and conditioned as hereinafter provided, and is subject to the terms and conditions of the 2001 Plan (which terms and conditions are and automatically shall be incorporated herein by reference and made a part hereof and shall control in the event of any conflict with any terms of this Option Agreement). This Option is a non-qualified Option and not an Incentive Stock Option. 2. Exercise Price. The exercise price per share of the Shares purchasable under this Option is specified on Annex A (the "Exercise Price"), which is equal to the Fair Market Value of Stock as of the Grant Date. 3. Term. Unless earlier terminated pursuant to the 2001 Plan or this Option Agreement, this Option shall expire on the expiration date specified on Annex A (the "Expiration Date"), which is the tenth anniversary of the Grant Date. This Option shall not be exercisable on or after the Expiration Date. 4. Exercise of Option. Unless otherwise specified on Annex A, this Option may be exercised in four equal installments of the Shares on each of the first four anniversaries of the Grant Date, so that this Option shall be exercisable as to all Shares on the last such anniversary. Any portion of this Option that becomes exercisable in accordance with the foregoing shall remain exercisable, subject to the 2001 Plan or this Option Agreement (including without limitation Paragraph 8), until the Expiration Date or until other termination of this Option in accordance with the 2001 Plan. Prior to the exercise of this Option, the Participant shall not have any rights of a stockholder with respect to this Option or the Shares subject to this Option. 5. Method of Exercising Option. (a) Subject to the terms and conditions of the 2001 Plan and this Option Agreement, this Option may be exercised upon written notice to the Company at its principal office, which is currently located at One Manhattanville Road, Purchase, New York 10577, Attention: Vice President - Compensation. Such notice (a suggested form of which is attached as Annex B) shall state the Participant's election to exercise this Option and the number of shares with respect to which it is being exercised; shall be signed by the Participant (or permitted assignee or legal representative); shall, if the Company so requests, be accompanied by the investment representation statement referred to in Paragraph 6; and shall be accompanied by payment of the full Exercise Price of the Shares with respect to which this Option is exercised. The Exercise Price shall be paid to the Company: (i) in cash or its equivalent; (ii) in Stock previously acquired by the Participant; provided that such shares of Stock have been owned by the Participant for more than 6 months on the date of exercise and have a Fair Market Value as of the date of exercise equal to the Exercise Price of the Shares with respect to which this Option is exercised; or (iii) in any combination of (i) or (ii) above. In the event such Exercise Price is to be paid, in whole or in part, with shares of Stock, the Committee may impose additional requirements on the payment of the Exercise Price through the surrender of such Stock. (b) Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the Shares with respect to which this Option is so exercised. The certificate or certificates for the Shares as to which this Option shall have been so exercised shall be registered in the name of the person or persons so exercising this Option (or, if this Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising this Option, shall be registered in the name of the Participant and the Participant's spouse, jointly, with right of survivorship or a trust established by the Participant for estate planning purposes) and shall be delivered as provided above to or upon the written order of the person or persons exercising this Option. In the event this Option is exercised by any person or persons after the legal disability or death of the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this Option. All Shares that shall be purchased upon the exercise of this Option as provided herein shall be fully paid and non-assessable by the Company. (c) Notwithstanding any provision in this Paragraph 5 to the contrary, this Option may be exercised in such other manner consistent with the 2001 Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Participant. 6. Shares to be Purchased for Investment. In the event the offer and sale of Shares to be purchased upon the exercise of this Option are not covered by a then effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the Company may require as a condition to such exercise the Participant (or other person entitled to exercise this Option) to deliver to the Company an investment representation statement, as well as any other documentation or information as the Committee shall reasonably request. The Company shall be entitled to restrict the transferability of the shares issued upon any such exercise to the extent necessary to avoid a risk of violation of the Securities Act or of any state laws or regulations. Such restrictions may, at the discretion of the Company, be noted or set forth in full on the share certificates issued upon exercise of this Option. 7. Non-Transferability of Option; Forfeiture. (a) This Option shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of the Participant to any party (other than the Company or its subsidiary or affiliate), or assigned or transferred by the Participant, other than by will or the laws of descent and distribution or to a Beneficiary upon the death of the Participant, and during the lifetime of the Participant, this Option shall be exercisable only by the Participant or his or her guardian or legal representative, except that this Option may be transferred to one or more transferees during the lifetime of the Participant and may be exercised by such transferees in accordance with the terms of this Option, but only if and to the extent such transfers are permitted by the Committee, subject to any terms and conditions which the Committee may impose thereon (including limitations the Committee may deem appropriate in order that offers and sales of Shares will meet applicable requirements of registration forms under the Securities Act specified by the Securities and Exchange Commission). A Beneficiary, transferee or other person claiming any rights under the 2001 Plan from or through the Participant shall be subject to all terms and conditions of the 2001 Plan and this Option Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee. (b) This Option, any Shares purchased hereunder and any gains realized upon exercise of this Option are subject to forfeiture under certain circumstances in accordance with Section 11 of the 2001 Plan. 8. Termination of Employment. (a) Exercisability Upon Termination by Death, Disability or Retirement. If the Participant's employment by the Company or any subsidiary or affiliate terminates by reason of death, Disability (as defined below) or Retirement (as defined below), this Option may be exercised until the earlier to occur of one year after the date of such termination or the Expiration Date, to the full extent of this Option, regardless of the extent to which it was exercisable at the time of such death, Disability or Retirement; provided, however, that in the event of Early Retirement (as defined below), the entire vested portion of this Option and 50% of the unvested portion of this Option shall be exercisable during such period. Upon expiration of any such post-termination exercise period, this Option shall terminate. (b) Effect of Other Termination. Unless otherwise determined by the Committee, if the Participant's employment by the Company or any subsidiary or affiliate terminates for any reason, other than death, Disability or Retirement or for Cause, this Option shall be exercisable during the period of 90 days after such termination or until the Expiration Date, whichever period is shorter, but only to the extent to which this Option was exercisable at the time of such termination. If such termination is for Cause, then this Option shall terminate upon such termination, unless otherwise determined by the Committee. Upon expiration of any such post-termination exercise period, this Option shall terminate. (c) Definitions. The term "Disability" shall have the meaning defined for such term in the long-term disability plan of the Company, as in effect from time to time, and the term "Retirement" shall mean your termination after your attaining (i) age 50 years with 20 years of service with the Company or any of its subsidiaries or affiliates ("Early Retirement"), (ii) age 55 years with 10 years of service with the Company or any of its subsidiaries or affiliates or (iii) age 65 years without regard to years of such service. 9. Change in Control. Upon a Change in Control, this Option will be subject to Section 10 of the 2001 Plan. 10. No Guarantee of Continued Employment or Other Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO PARAGRAPH 4 IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT'S RIGHT TO TERMINATE OR THE COMPANY'S RIGHT TO TERMINATE THE PARTICIPANT AT ANY TIME, WITH OR WITHOUT CAUSE. 11. Withholding. The Company and any subsidiary or affiliate is authorized to withhold from any payment relating to this Option, including from a distribution of Stock, or any payroll or other payment to the Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving this Option, and to take such other action as the Committee may deem advisable to enable the Company and the Participant to satisfy obligations for the payment of withholding taxes and other tax obligations relating to this Option. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant's withholding obligations, either on a mandatory or elective basis in the discretion of the Committee. Notwithstanding any provision in the 2001 Plan to the contrary, only the minimum amount of Stock deliverable in connection with this Option necessary to satisfy statutory withholding requirements will be withheld. 12. Governing Law; Entire Agreement; Option Surrender. (a) The validity, construction and effect of this Option Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law, and applicable provisions of federal law. (b) The 2001 Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the matter hereof. Any modification of this Option Agreement must be in writing signed by the Company (oral statements by any person cannot modify this Option Agreement). Decisions of the Committee with respect to the administration and interpretation of the 2001 Plan and this Option Agreement shall be final, conclusive and binding on all persons interested therein. (c) As a condition to the right to exercise this Option, the Participant must not have theretofore delivered to the Company a written document signed by the Participant surrendering the Option to the Company. IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly executed by its duly authorized officers and the Participant has executed this Option Agreement, each on Annex A, as of the Grant Date. ANNEX A Participant Name: Address: [Address] Soc. Sec./Tax ID No.: _____-____-_____ Grant Date: ___/___/20__ Expiration Date: ___/___/20__ Number of Shares: [Number] Exercise Price: $___.___ per Share Vesting Schedule: In four equal installments on the first four anniversaries of the Grant Date, unless otherwise specified as follows: R.H. Donnelley Corporation By: ______________________________________ Name: Title: Vice President - Compensation ACCEPTED AND AGREED TO: _____________________________________________ Name (please print): A-1 ANNEX B Notice of Exercise of Non-Qualified Stock Option R.H. Donnelley Corporation One Manhattanville Road Purchase, NY 10577 Attn: Vice President - Compensation Ladies and Gentlemen: Reference is made to the R.H. Donnelley 2001 Stock Award and Incentive Plan (as may be amended from time to time, the "2001 Plan"). Unless otherwise defined herein, the terms defined in the 2001 Plan shall have the same defined meanings in this Notice of Exercise. I hereby exercise the Non-Qualified Stock Option granted to me on ______________ __, 20__ (the "Option") by R.H. Donnelley Corporation (the "Company") pursuant to the 2001 Plan with respect to the following number of shares of the Company's Common Stock, par value $1.00 per share ("Shares"), covered thereby: Number of Shares to be purchased _______________ Exercise Price per Share $______________ (Annex A of my Option Agreement) Total Exercise Price $______________ [Check one of the following to indicate method of payment:] ___ A. Cash: Enclosed is cash or its equivalent, in the amount of $_________ in full payment of the Total Exercise Price. ___ B. Stock: I am paying by surrender of ___________ Share(s) with a total Fair Market Value of $___________ on the date hereof in full payment of the Total Exercise Price, as set forth on the attached "Surrendered Shares Exercise Form". ___ C. Part Cash/Part Stock: In full payment of the Total Exercise Price, I enclose cash or its equivalent in the amount of $____________ and am paying the balance of Total Exercise Price by surrender of ___ Share(s) with a total Fair Market Value of $__________ on the date hereof, as set forth on the attached "Surrendered Shares Exercise Form". ___ D. Broker-Assisted Cashless Exercise: I authorize the broker with which I maintain (or am currently establishing) an account, to act as my agent with respect to the immediate sale of Shares acquired through this exercise of the Option under the broker-assisted "cashless" exercise program offered by the Company. I hereby assign to the Company a portion of the proceeds from the sale of the Shares equal to the Total Exercise Price. I direct the withholding of taxes at applicable rates from the proceeds at the time of exercise. I B-1 understand that standard commission fees and related amounts will also be withheld and paid out of the proceeds of the sale of the Shares. Please have the certificate or certificates representing the purchased Shares registered in the following name or names(1)_____________________________ and sent to ___________________________________________________________________ _______________________________________________________________________________. DATE: _____________________, _________. ___________________________________ Name (please print): _________________________ (1) Certificates may be registered in the name of the Participant alone, or in the names of the Participant and his or her spouse, jointly, with right of survivorship, or a trust established by the Participant for estate planning purposes. B-2 Surrendered Shares Exercise Form -------------------------------- By signing below, I elect and agree that the specified portion of the exercise price of my Option being exercised in accordance with the Notice of Exercise to which this Form is attached is to be paid by the surrender of (insert number) _______ previously acquired shares of common stock (the "Surrendered Shares") of R.H. Donnelley Corporation (the "Company"), as specified below. By signing below, I hereby represent and warrant: (a) That the Surrendered Shares, if acquired by me under a plan of the Company (or a predecessor), were acquired more than six months before the date of delivery of the Notice of Exercise (Note: If you used shares to pay the exercise price of an option in the preceding six months, those shares are deemed to be acquired upon that exercise and cannot be used again to pay the exercise price until at least six months later.) (b) That I am the owner of the Surrendered Shares, and that the Surrendered Shares are (select one): ____ (1) Delivered herewith by surrender of the enclosed stock certificate(s) and duly signed stock power(s); or ____ (2) Evidenced by the following stock certificate(s), which I hereby irrevocably agree to deliver immediately to the Company, if requested by the Company, at any time before the settlement of the Option exercise specified in the Notice of Exercise: Certificate Number(s) Registered Owners Total Number of Shares - --------------------- ------------------------ ---------------------- - --------------------- ------------------------ ---------------------- - --------------------- ------------------------ ----------------------; or
____ (3) Evidenced by stock certificate(s) held by a nominee in the following account maintained by a brokerage or financial services firm; I hereby irrevocably agree to deliver immediately to the Company, if requested by the Company, the Surrendered Shares held in such account at any time before the settlement of the Option exercise specified in the Notice of Exercise: Brokerage/Financial Firm Name(s) of Account Owners Account Number(s) - ------------------------ ------------------------- ----------------- Name: __________________ _________________________ _________________ Address:_______________________________________________________________
B-3 - ------------------------ --------------------- Signature Date If any stock certificate or account listed in (2) or (3) above is owned in part by any other person (the "Joint Owner"), such Joint Owner must also sign this Form. By signing below, the Joint Owner consents to the surrender of the Surrendered Shares in payment of the exercise price of the Option, and irrevocably agrees to deliver immediately one or more certificates evidencing the Surrendered Shares, if requested by the Company, at any time before the settlement of the Option exercise. - ------------------------ --------------------- Signature Date B-4 EX-99.03 6 jul2001_ex9903.txt EXHIBIT 99.03 ______________ __, 20___ TO: [FULL NAME] RE: AIP Performance Award We are very pleased to announce the grant of this Performance Award in accordance with the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan (as may be amended from time to time, the "2001 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 2001 Plan have the same defined meanings in this letter (this "Award Document"). AIP Performance Measures - ------------------------ The Annual Incentive Program ("AIP") is based on the financial performance of the Company overall and/or your business unit during the ___________ fiscal year (the "AIP Performance Period"). Your target award is __% of your current base salary and the performance measures and targets for your award are: Performance Measure Threshold Paid at Target Paid at Paid at - ------------------- --------- ------- ------ ------- ------- Weighting Paid at 25% 50% Paid at 100% 150% 200% --------- ----------- --- ----------- ---- ---- Operating Income % $ $ $ $ $ Gross Advertising Sales % $ $ $ $ $ Diluted Earnings Per Share % $ $ $ $ $
Operating Income and Gross Advertising Sales are in millions There is no maximum award. The payout is straight-line interpolated between each level, and above 200%. No amount will be payable with respect to a given performance measure if the threshold performance is not achieved. Payout - ------ Termination of Employment: Upon your termination of employment before the end of the AIP Performance Period, your Performance Award hereunder will terminate, except that in the case of your death, Disability (as defined below), Retirement (as defined below), assignment to a different position for which you become no longer eligible to receive an AIP award, grant of a leave of absence or other termination of employment (other than for Cause or as a result of your voluntary termination), the Committee may determine, in its sole and absolute discretion, to pay to you a pro rata portion of this Performance Award, based on the period of your actual participation and based on the Company's actual financial performance against the above referenced performance measures during the full AIP Performance Period, such amount (if any) to be paid to you after the end of the AIP Performance Period. The term "Disability" shall have the meaning defined for such term in the long-term disability plan of the Company, as in effect from time to time, and the term "Retirement" shall mean your termination after your attaining (i) age 55 years with 10 years of service with the Company or any of its subsidiaries or affiliates or (ii) age 65 years without regard to years of such service. Effect of a Change in Control: Notwithstanding the foregoing, if in connection with a Change in Control you Retire, are assigned to a different position for which you become no longer eligible to receive an AIP award, are placed on a leave of absence or your employment is terminated for any other reason (other than for Cause or as a result of your voluntary termination) before the end of the AIP Performance Period, then you shall be entitled to receive your AIP payout based on the Company's actual financial performance against the above referenced performance measures for the full AIP Performance Period, without proration, as if you had continued to be employed for the full AIP Performance Period. In the event that, in the sole and absolute discretion of the Committee, such actual financial performance cannot be accurately measured against such performance measures, your AIP payout shall be no less than 100% of your target Award. Except as specifically provided for in this "Effect of a Change in Control" provision, in connection with a Change in Control, this Performance Award will be subject to Section 10 of the Plan (including without limitation Section 10(e) of the Plan). Termination for Cause or Voluntary Termination: If your employment is terminated by the Company for Cause or if you voluntarily terminate your employment, in either case at any time before your payout under this Performance Award, then you will forfeit this Performance Award in its entirety and will receive no payment thereunder. Time of Payout: You will receive your AIP payout as soon as reasonably practicable after the end of the AIP Performance Period in respect of which it has been earned and after approval by the Committee. Miscellaneous - ------------- This Performance Award will not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of you to any party (other than the Company or its subsidiary or affiliate), or assigned or transferred by you, other than by will or the laws of descent and distribution or to a Beneficiary upon your death. A Beneficiary, transferee or other person claiming any rights under the 2001 Plan from or through you will be subject to all terms and conditions of the 2001 Plan and this Award Document, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee. This Performance Award is subject to forfeiture under certain circumstances in accordance with Section 11 of the 2001 Plan. The decisions of the Committee (or, the Board, as may be applicable) as to the computation of various AIP performance measures and other determinations to be made with respect to this Performance Award will be final, binding and conclusive on you, the Company and any other interested person. ANY PAYMENT UNDER THIS PERFORMANCE AWARD IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS PERFORMANCE AWARD). THIS AWARD DOCUMENT AND THE PAYOUT SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF EMPLOYMENT FOR ANY PERIOD OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT TO TERMINATE OR THE COMPANY'S RIGHT TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. The Company and any subsidiary or affiliate is authorized to withhold from any payment relating to this Performance Award amounts of withholding and other taxes due or potentially payable in connection with any transaction involving this Performance Award, and to take such other action as the Committee may deem advisable to enable you and the Company to satisfy obligations for the payment of withholding taxes and other tax obligations relating to this Performance Award. The validity, construction and effect of this Award Document will be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law, and applicable provisions of federal law. Any modification of this Award Document must be in writing signed by the Company (oral statements by any person cannot modify this Award Document). Please let me know if you have any questions. Sincerely, - ------------------------- Name: Title: EX-99.04 7 jul1901_ex9904.htm

EXHIBIT 99.04

______________ __, 20___

TO: [FULL NAME]

RE: PERS Performance Award

We are very pleased to announce the grant of this Performance Award in accordance with the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan (as may be amended from time to time, the “2001 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 2001 Plan have the same defined meanings in this letter (this “Award Document”).

PERS Performance Measures
This Key Employees’ Performance Unit Program (“PERS”) is for the ____-year period beginning ______________ __, 20__ and ending ______________ __, 20__ (the “PERS Performance Period”), and this Performance Award is a long-term incentive award that is based on the cumulative Diluted Earnings per Share and Economic Profit results for the Company for the full PERS Performance Period. Your target award (“Target”) is __% of your current base salary, and the performance measures and targets are:

Performance Measure Weighting Threshold Target Maximum
Diluted Earnings per Share % $ $ $
Economic Profit % $ $ $
   
Economic Profit is in millions  Receive 50% of
Target as
PERS award 		Receive 100% of
Target as
PERS award 		Receive 200% of
Target as
PERS award

The maximum PERS award is 200% of Target, and the PERS award is straight-line interpolated between 50% and 100%, and 100% and 200%. No amount will be payable with respect to a given performance measure if the threshold performance is not achieved.

After the end of the PERS Performance Period, your PERS award will be determined by the Committee in accordance with the foregoing performance measures and targets, and then will be converted into shares (“Restricted Shares”) of the Company’s common stock, par value $1.00 per share, based upon the prevailing market price of our common stock as determined in the reasonable discretion of the Committee at the time of conversion (the “Conversion Date”). One-third of the Restricted Shares will vest and be distributed to you as soon as reasonably practicable after the Conversion Date (the “Initial Distribution Date”), pursuant to the “Time of Distribution” provisions below. While this may change from time to time without notice, the Company’s current expectation is that the Initial Distribution Date will occur in March 20__. The next one-third of the Restricted Shares will vest and be distributed to you on (or about) the first anniversary of the Initial Distribution Date, and the last one-third of the Restricted Shares will vest and be distributed to you on (or about) the second anniversary of the Initial Distribution Date. Upon distribution of your Restricted Shares, you shall have all of the rights of a stockholder with respect to the Restricted Shares, including without limitation the right to vote such Restricted Shares and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). Prior to such time, you will not have any rights of a stockholder with respect to this Performance Award or such Restricted Shares.

PERS Award; Restricted Shares

Termination of Employment: Upon your termination of employment before the distribution of your Restricted Shares, your Performance Award hereunder will terminate, except that in the case of your death, Disability (as defined below), Retirement (as defined below), assignment to a different position for which you become no longer eligible to receive a PERS award, grant of a leave of absence or other termination of employment (other than for Cause or as a result of your voluntary termination) (each, an “Employment Status Change”), the Committee may determine, in its sole and absolute discretion, to pay to you a portion of this Performance Award, based on the period of your actual participation, such amount (if any) to be paid to you in cash.

The current policy of the Committee regarding payment of PERS awards in the event of an Employment Status Change, which it may change from time to time without notice, is:

(a) if your Employment Status Change occurs during the first 12 months of the 36-month PERS Performance Period, to make no PERS payment;
(b) if your Employment Status Change occurs during the second 12 months of the 36-month PERS Performance Period, to make a pro rata PERS payment in cash (where the proration will be calculated by dividing the number of months of your actual participation by 36 months) of your Target award; provided, however, that in the event that the Committee reasonably believes that the above referenced Target performance measures may not be achieved, for whatever reason, as of the end of the PERS Performance Period, the Committee may, in its sole and absolute discretion, (i) defer any payout of your PERS award until determination of the Company’s actual financial performance against the above referenced performance measures during the full PERS Performance Period and (ii) upon such determination, make a PERS payment in cash that is the lesser of (A) the pro rata Target-based payment provided by this clause (b) or (B) the pro rata PERS payment in accordance with clause (c) below;
(c) if your Employment Status Change occurs during the last 12 months of the 36-month PERS Performance Period, to make a pro rata PERS payment in cash (where the proration will be calculated by dividing the number of months of your actual participation by 36 months), based on the Company’s actual financial performance against the above referenced performance measures during the full PERS Performance Period. Such cash payment would be made at the same time that other participants receive their respective Restricted Shares pursuant to the “Time of Distribution” provision below.

The term “Disability” shall have the meaning defined for such term in the long-term disability plan of the Company, as in effect from time to time, and the term “Retirement” shall mean your termination after your attaining (i) age 55 years with 10 years of service with the Company or any of its subsidiaries or affiliates or (ii) age 65 years without regard to years of such service.

Upon your death, Disability, Retirement or other termination of employment (other than for Cause or as a result of your voluntary termination) following the conversion of your PERS award into Restricted Shares, any unvested Restricted Shares (“Unvested Shares”) will become immediately vested.

If your Employment Status Change occurs after the end of the PERS Performance Period but prior to the conversion of your PERS award into Restricted Shares, such Employment Status Change will be deemed to have occurred immediately after such conversion.

Effect of a Change in Control: Notwithstanding the foregoing, upon a Change in Control, your PERS award will be payable immediately at 200% of your target Award, and any Unvested Shares (including those Restricted Shares into which such PERS award is converted) will become immediately vested. Except as specifically provided for in this “Effect of a Change in Control” provision, in connection with a Change in Control, this Performance Award will be subject to Section 10 of the Plan (including without limitation Section 10(e) of the Plan).

Termination for Cause or Voluntary Termination: If your employment is terminated by the Company for Cause or if you voluntarily terminate your employment, in either case at any time before the conversion of your PERS award into Restricted Shares (including following the end of the PERS Performance Period), then you will forfeit this Performance Award in its entirety and will receive no payment thereunder.

If your employment is terminated by the Company for Cause or if you voluntarily terminate your employment, in either case at any time following the conversion of your PERS award into Restricted Shares, then you will forfeit all Unvested Shares for no consideration.

Time of Distribution: If you are eligible to receive Restricted Shares, you will receive the first tranche of your vested Restricted Shares as soon as reasonably practicable after the Conversion Date, following the end of the PERS Performance Period and determination and approval of your PERS award by the Committee.

Miscellaneous
This Performance Award and any Unvested Shares will not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of you to any party (other than the Company or its subsidiary or affiliate), or assigned or transferred by you (including the making of any short sale of, the grant of any option for the purchase thereof or the entry into any hedging or similar transaction with the same economic effect as a sale), other than by will or the laws of descent and distribution or to a Beneficiary upon your death. A Beneficiary, transferee or other person claiming any rights under the 2001 Plan from or through you shall be subject to all terms and conditions of the 2001 Plan and this Award Document, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

This Performance Award is subject to forfeiture under certain circumstances in accordance with Section 11 of the 2001 Plan. Any Restricted Shares into which your PERS award is converted, and any gains realized upon the vesting or distribution of your Restricted Shares, are similarly subject to such forfeiture provisions as if they were, for such purposes, Restricted Stock (as defined in Section 2(cc) of the 2001 Plan).

You may be required to execute a restricted share agreement or similar document in connection with any grant of Restricted Shares resulting from the conversion of your PERS award, such agreement to be in such form as the Committee may specify.

The decisions of the Committee (or, the Board, as may be applicable) as to the computation of various PERS performance measures and other determinations to be made with respect to this Performance Award or any Restricted Shares will be final, binding and conclusive on you, the Company and any other interested person.

ANY PERS AWARD AND THE RECEIPT OF RESTRICTED SHARES INTO WHICH SUCH AWARD IS CONVERTED ARE EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS PERFORMANCE AWARD). THIS AWARD DOCUMENT, THE PERS PERFORMANCE PERIOD AND THE VESTING SCHEDULE FOR THE RESTRICTED SHARES SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT TO TERMINATE OR THE COMPANY’S RIGHT TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

The Company and any subsidiary or affiliate is authorized to withhold from any payment relating to this Performance Award amounts of withholding and other taxes due or potentially payable in connection with any transaction involving this Performance Award or the Restricted Shares, and to take such other action as the Committee may deem advisable to enable you and the Company to satisfy obligations for the payment of withholding taxes and other tax obligations relating to this Performance Award. Notwithstanding any provision of the 2001 Plan to the contrary, only the minimum number of Restricted Shares necessary to satisfy statutory withholding requirements will be withheld, and no Restricted Shares will be withheld in connection with any election filed by the Participant pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.

The validity, construction and effect of this Award Document will be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law, and applicable provisions of federal law. Any modification of this Award Document must be in writing signed by the Company (oral statements by any person cannot modify this Award Document).

Please let me know if you have any questions.

Sincerely,

_________________________
Name:
Title:
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