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R. H. DONNELLEY CORPORATION
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1991 KEY EMPLOYEES' STOCK OPTION PLAN,
AS AMENDED AND RESTATED
(APRIL 25, 2000)
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R. H. DONNELLEY CORPORATION
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1991 KEY EMPLOYEES' STOCK OPTION PLAN,
AS AMENDED AND RESTATED
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<TABLE>
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Page
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1. Purpose of the Plan................................................. 1
2. Stock Subject to the Plan........................................... 1
3. Administration...................................................... 1
4. Eligibility ........................................................ 2
5. Termination Date for Grants......................................... 2
6. Terms and Conditions of Stock Options............................... 2
7. Terms and Conditions of Stock Appreciation Rights................... 6
8. Transfers and Leaves of Absence..................................... 6
9 Adjustments Upon Changes in Capitalization or Other Events.......... 7
10. Use of Proceeds..................................................... 9
11. Amendments ........................................................ 9
12. Effectiveness of the Plan and Amendments............................ 9
</TABLE>
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R. H. DONNELLEY CORPORATION
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1991 KEY EMPLOYEES' STOCK OPTION PLAN,
AS AMENDED AND RESTATED
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1. PURPOSE OF THE PLAN
The purpose of the Plan is to aid R.H. Donnelley Corporation (herein
called the "Company") and its subsidiaries in securing and retaining key
employees of outstanding ability and to motivate such employees to exert their
best efforts on behalf of the Company and its subsidiaries by providing
incentive through the award of stock options and stock appreciation rights. The
Company expects that it will benefit from the added interest which such key
employees will have in the welfare of the Company as a result of their
proprietary interest in the Company's success.
2. STOCK SUBJECT TO THE PLAN
The total number of shares of Common Stock of the Company which may be
issued under the Plan from and after July 1, 1998 shall be 29,800,000, subject
to adjustment as provided in Section 9. The maximum number of shares for which
stock options may be granted from the 1995 Annual Meeting during the remaining
term of the Plan to any individual optionee shall be 7,000,000, subject to
adjustment as provided in Section 9. The shares may consist, in whole or in
part, of unissued shares or treasury shares. Issuance of shares of Common Stock
upon exercise of a stock option or reduction of the number of shares of Common
Stock subject to a stock option upon exercise of a stock appreciation right
shall reduce the total number of shares of Common Stock available under the
Plan. Shares which are subject to unexercised stock options which terminate or
lapse may be optioned again under the Plan.
3. ADMINISTRATION
The Board of Directors of the Company shall appoint a Compensation and
Benefits Committee (herein called the "Committee") consisting of at least three
members of the Board of Directors who shall administer the Plan and serve at the
pleasure of the Board. Each member of the Committee shall not be eligible to
participate in the Plan. The Committee shall have the authority, consistent with
the Plan, to determine the provisions of the stock options and stock
appreciation rights to be granted, to interpret the Plan and the stock options
and the stock appreciation rights granted under the Plan, to adopt, amend and
rescind rules and regulations for the administration of the Plan, the stock
options and the stock appreciation rights and generally to conduct and
administer the Plan and to make all determinations in connection therewith which
may be necessary or advisable, and all such actions of the Committee shall be
binding upon all participants. The Committee shall require payment of any amount
the Company may determine to be necessary to withhold for federal, state or
local taxes as a result of the exercise of a stock option or a stock
appreciation right.
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4. ELIGIBILITY
Key employees (but not members of the Committee and any person who
serves only as a Director) of the Company, its subsidiaries (within the meaning
of Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"))
and its Participating Affiliates (as defined below), who are from time to time
responsible for the management, growth and protection of the business of the
Company, its subsidiaries and Participating Affiliates, are eligible to be
granted stock options or stock appreciation rights under the Plan. Participating
Affiliates shall refer to those entities in which the Company or its
subsidiaries has a significant equity interest, as such shall be determined,
from time to time, in the sole discretion of the Committee. The participants
under the Plan shall be selected from time to time by the Committee, in its sole
discretion, from among those eligible, and the Committee shall determine, in its
sole discretion, the number of shares to be covered by the stock options or
stock appreciation rights or both granted to each participant. An employee may
not be granted a stock option, however, if at the time such option is to be
granted, such employee owns stock of the Company or any of its subsidiaries
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of any such subsidiary. For purposes of the preceding
sentence, the attribution rules of stock ownership set forth in Section 424(d)
of the Code shall apply. The granting of a stock option or stock appreciation
right under the Plan shall impose no obligation on the Company, any subsidiary
or Participating Affiliate to continue the employment of an optionee and shall
not lessen or affect the right to terminate the employment of an optionee.
5. TERMINATION DATE FOR GRANTS
No stock option or stock appreciation right may be granted under the
Plan after February 19, 2001, but stock options or stock appreciation rights
theretofore granted may extend beyond that date.
6. TERMS AND CONDITIONS OF STOCK OPTIONS
Stock options granted under the Plan shall be, as determined by the
Committee, non-qualified, incentive or other stock options for federal income
tax purposes, as evidenced by stock option grants, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
(a) Option Price. The option price per share shall be determined by the
Committee, but shall not be less than 100% of the Fair Market Value of the
Common Stock on the date a stock option is granted. For purposes of the Plan,
unless otherwise determined by the Committee, "Fair Market Value" of Common
Stock means, as of a given date, the average of the high and low sales prices
per share of Common Stock reported on a consolidated basis for securities listed
on the principal stock exchange or market on which Stock is traded on the date
immediately preceding the date as of which such value is being determined or, if
there is no sale on that date, then on the last previous day on which a sale was
reported.
(b) Exercisability. Stock options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no
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event shall a stock option be exercisable more than ten years after the date it
is granted. The Committee may accelerate the date any previously granted Option
will become exercisable.
(c) First Year Non-Exercisability. Except as provided in elsewhere in
this Paragraph 6 and in Paragraph 9 of the Plan, no stock option shall be
exercisable during the year ending on the first anniversary date of the granting
of the stock option.
(d) Exercise of Stock Options. Except as otherwise provided in the Plan
or the stock option, a stock option may be exercised for all, or from time to
time any part, of the shares for which it is then exercisable. The option price
for the shares as to which a stock option is exercised shall be paid to the
Company in full, or adequate provision for such payment made, at the time of
exercise at the election of the optionee (i) in cash, (ii) in shares of Common
Stock of the Company having a Fair Market Value equal to the option price for
the shares being purchased and satisfying such other requirements as may be
imposed by the Committee or (iii) partly in cash and partly in such shares of
Common Stock of the Company. The Committee may permit the optionee to elect,
subject to such terms and conditions as the Committee shall determine, to have
the number of shares deliverable to the optionee as a result of the exercise
reduced by a number sufficient to pay the amount the Company determines to be
necessary to withhold for federal, state or local taxes as a result of the
exercise of the stock option. No optionee shall have any rights to dividends or
other rights of a shareholder with respect to shares subject to a stock option
until the optionee has given written notice of exercise of the stock option,
paid in full for such shares or made adequate provision therefor and, if
requested, given the representation described in Paragraph 6(h) of the Plan.
(e) Exercisability Upon Termination of Employment by Death. If an
optionee's employment by the Company or a subsidiary terminates by reason of
death, the stock option thereafter may be exercised for three years after the
date of death or the remaining stated period of the stock option, whichever
period is shorter, to the full extent of the stock option regardless of the
extent to which it was exercisable at the time of death (including death less
than one year after the date of grant).
(f) Exercisability Upon Termination of Employment by Disability or
Retirement. If an optionee's employment by the Company or a subsidiary
terminates by reason of disability or retirement, the stock option thereafter
may be exercised as follows:
(i) Pre-July 14, 1998 Options: In the case of a stock option
granted before July 14, 1998, during the five years after the date of
such termination of employment or the remaining stated period of the
stock option, whichever period is shorter, to the full extent of the
stock option regardless of the extent to which it was exercisable at
the time of termination of employment (including termination less than
one year after the date of grant); provided, however, that if the
optionee dies within a period of five years after such termination of
employment, any unexercised stock option may be exercised thereafter,
during either (1) the period ending on the later of (i) five years
after such termination of employment and (ii) one year after the date
of death or (2) the period remaining in the stated term of the stock
option, whichever period is shorter.
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(ii) Post-July 13, 1998 Options: In the case of a stock option
granted on or after July 14, 1998, during the remaining stated period
of the stock option, to the full extent of the stock option regardless
of the extent to which it was exercisable at the time of termination of
employment (including termination less than one year after the date of
grant).
For purposes of this Paragraph 6, "retirement" shall mean voluntary termination
of employment with the Company or a subsidiary after the optionee has attained
age 55 with the approval of the Committee; or after the optionee has attained
age 65. An optionee shall not be considered disabled for purposes of this
Paragraph 6, unless he or she furnishes such medical or other evidence of the
existence of the disability as the Committee, in its sole discretion, may
require.
(g) Effect of Other Termination of Employment. If a participant's
employment terminates for any reason, other than disability, death or
retirement, each stock option and stock appreciation right held by such
participant shall be subject to the following:
(i) Pre-July 14, 1998 Options: In the case of a stock option
granted before July 14, 1998, the stock option shall be exercisable
during (1) the period of 30 days after such termination or (2) the
period remaining in the stated term of the stock option, whichever
period is shorter, but only to the extent to which the stock option was
exercisable at the time of termination of employment; and if such
termination is for Cause, the stock option shall terminate upon such
termination of employment.
(ii) Post-July 13, 1998 Options: In the case of a stock option
granted on or after July 14, 1998, unless otherwise determined by the
Committee, if such termination is for reasons other than for Cause the
stock option shall be exercisable during (1) the period of 90 days
after such termination or (2) the period remaining in the stated term
of the stock option, whichever period is shorter, but only to the
extent to which the stock option was exercisable at the time of
termination of employment; and if such termination is for Cause the
stock option shall terminate upon such termination of employment.
For purposes of this Plan, the term "Cause" shall have the meaning defined in
any employment agreement between the participant and the Company or a subsidiary
then in effect or, if no such employment agreement is then in effect, "Cause"
shall mean:
(i) The participant's willful and continued failure
substantially to perform the duties of his or her position after notice
and opportunity to cure;
(ii) Any willful act or omission by the participant
constituting dishonesty, fraud or other malfeasance, which in any such
case is demonstrably injurious to the financial condition or business
reputation of the Company or any of its affiliates; or
(iii) A felony conviction in a court of law under the laws of
the United States or any state thereof or any other jurisdiction in
which the Company or a subsidiary conducts business which materially
impairs the value of the participant's services to the Company or any
of its subsidiaries;
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provided, however, that, for purposes of this definition, no act or failure to
act shall be deemed "willful" unless effected by the participant not in good
faith and without a reasonable belief that such action or failure to act was in
or not opposed to the Company's best interests, and no act or failure to act
shall be deemed "willful" if it results from any incapacity of the participant
due to physical or mental illness.
(h) Termination of Employment After Change in Control Negotiations Have
Commenced. For purposes of this Section 6, a termination of employment of a
participant by the Company without Cause after the commencement of negotiations
with a potential acquirer or business combination partner will be deemed to be a
termination of employment immediately after a Change in Control if such
negotiations result in a transaction constituting a Change in Control.
(i) Additional Agreements of Optionee and Restrictions on Transfer. The
Committee may require each person purchasing shares pursuant to exercise of a
stock option to represent to and agree with the Company in writing that the
shares are being acquired without a view to distribution thereof. The
certificates for shares so purchased may include any legend which the Committee
deems appropriate to reflect any restrictions on transfers. The Committee also
may impose, in its discretion, as a condition of any option, any restrictions on
the transferability of shares acquired through the exercise of such option as it
may deem fit. Without limiting the generality of the foregoing, the Committee
may impose conditions restricting absolutely the transferability of shares
acquired through the exercise of options for such periods as the Committee may
determine and, further, in the event the optionee's employment by the Company or
a subsidiary terminates during the period in which such shares are
nontransferable, the optionee may be required, if required by the related option
agreement, to sell such shares back to the Company at such price and on such
other terms as the Committee may have specified in the stock option agreement.
(j) Nontransferability of Stock Options. Except as otherwise provided
in this Paragraph 6(i), a stock option shall not be transferable by the optionee
otherwise than by will or by the laws of descent and distribution and during the
lifetime of an optionee a stock option shall be exercisable only by the
optionee. A stock option exercisable after the death of an optionee or a
transferee pursuant to the following sentence may be exercised by the legatees,
personal representatives or distributees of the optionee or such transferee. The
Committee may, in its discretion, authorize all or a portion of the stock
options previously granted or to be granted to an optionee to be on terms which
permit irrevocable transfer for no consideration by such optionee to (i) any or
all of the spouse, children or grandchildren of the optionee ("Immediate Family
Members"), (ii) a trust or trusts for the exclusive benefit of the optionee
and/or any or all of such Immediate Family Members, or (iii) a partnership in
which the optionee and/or any or all of such Immediate Family Members are the
only partners, provided that subsequent transfers of transferred options shall
be prohibited except those in accordance with the first sentence of this
Paragraph 6(i). Following transfer, any such options shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer. The events of termination of employment of Paragraphs 6(e), 6(f), and
6(g) hereof shall continue to be applied with respect to the original optionee,
following which the stock options shall be exercisable by the transferee only to
the extent, and for the periods specified, in Paragraphs 6(e), 6(f) and 6(g).
The Committee may delegate to an administrative committee the authority to
authorize transfers,
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establish terms and conditions upon which transfers may be made and establish
classes of optionees eligible to transfer options, as well as to make other
determinations with respect to option transfers.
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7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
(a) Grants. The Committee also may grant stock appreciation rights in
connection with stock options granted under the Plan, either at the time of
grant of options or subsequently. Stock appreciation rights shall cover the same
shares covered by a stock option (or such lesser number of shares of Common
Stock as the Committee may determine) and shall be subject to the same terms and
conditions as the stock option (including limitations on transferability) except
for such additional limitations as are contemplated by this Paragraph 7 (or as
may be included in a stock appreciation right granted hereunder).
(b) Terms. Each stock appreciation right shall entitle an optionee to
surrender to the Company an unexercised option, or any portion thereof, and to
receive from the Company in exchange therefor an amount equal to the excess of
the Fair Market Value on the exercise date of one share of Common Stock over the
option price per share times the number of shares covered by the stock option,
or portion thereof, which is surrendered. The date a notice of exercise is
received by the Company shall be the exercise date. Payment shall be made in
shares of Common Stock or in cash, or partly in shares and partly in cash,
valued at such Fair Market Value, all as shall be determined by the Committee.
Stock appreciation rights may be exercised from time to time upon actual receipt
by the Company of written notice of exercise stating the number of shares of
Common Stock subject to an exercisable option with respect to which the stock
appreciation right is being exercised. No fractional shares of Common Stock will
be issued in payment for stock appreciation rights, but instead cash will be
paid for a fraction or, if the Committee should so determine, the number of
shares will be rounded downward to the next whole share.
(c) Limitations on Exercisability. The Committee shall impose such
conditions upon the exercisability of stock appreciation rights as will result,
except upon the occurrence of an event contemplated by limited stock
appreciation rights granted pursuant to Paragraph 7(d) or contemplated by the
provisions of Paragraph 9, in the amount to be charged against the Company's
consolidated income by reason of stock appreciation rights not to exceed, in any
one calendar year, two percent of the Company's prior calendar year's
consolidated income before income taxes. The Committee also may impose, in its
discretion, such other conditions upon the exercisability of stock appreciation
rights as it may deem fit.
(d) Limited Stock Appreciation Rights. The Committee may grant limited
stock appreciation rights which are exercisable upon the occurrence of specified
contingent events. Such stock appreciation rights may provide for a different
method of determining appreciation, may specify that payment will be made only
in cash and may provide that related stock options or stock appreciation rights
or both are not exercisable while such limited stock appreciation rights are
exercisable. Unless the context otherwise requires, whenever the term "stock
appreciation right" is used in the Plan, such term shall include limited stock
appreciation rights.
8. TRANSFERS AND LEAVES OF ABSENCE
For purposes of the Plan: (a) a transfer of an employee from the
Company to a 50% or more owned subsidiary, partnership, venture or other
affiliate (whether or not incorporated) or vice versa, or from one such
subsidiary, partnership, venture or other affiliate to another, (b) a
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leave of absence, duly authorized in writing by the Company, for military
service or sickness or for any other purpose approved by the Company if the
period of such leave does not exceed 90 days, or (c) a leave of absence in
excess of 90 days, duly authorized in writing by the Company, provided the
employee's right to re-employment is guaranteed either by statute or by
contract, shall not be deemed a termination of employment under the Plan.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR OTHER EVENTS
Upon changes in the Common Stock of the Company by reason of a stock
dividend, stock split, reverse split, recapitalization, merger, consolidation,
combination or exchange of shares, separation, reorganization or liquidation,
the number and class of shares available under the Plan as to which stock
options or stock appreciation rights may be granted (both in the aggregate and
to any one optionee), the number and class of shares under each option and the
option price per share, and the terms of stock appreciation rights, shall be
correspondingly adjusted by the Committee, such adjustments to be made in the
case of outstanding options without change in the total price applicable to such
options. In the event of a merger, consolidation, combination, reorganization or
other transaction in which the Company will not be the surviving corporation, an
optionee shall be entitled to options on that number of shares of stock in the
new corporation which the optionee would have received had the optionee
exercised all of the unexercised options available to the optionee under the
Plan, whether or not then exercisable, at the instant immediately prior to the
effective date of such transaction, and if such unexercised options had related
stock appreciation rights the optionee also will receive new stock appreciation
rights related to the new options. Thereafter, adjustments as provided above
shall relate to the stock options or stock appreciation rights of the new
corporation.
Except as otherwise specifically provided in the stock option or stock
appreciation right, in the event of a Change in Control, merger, consolidation,
combination, reorganization or other transaction in which the shareholders of
the Company will receive cash or securities (other than common stock) or in the
event that an offer is made to the holders of Common Stock of the Company to
sell or exchange such Common Stock for cash, securities or stock of another
corporation and such offer, if accepted, would result in the offeror becoming
the owner of (a) at least 50% of the outstanding Common Stock of the Company or
(b) such lesser percentage of the outstanding Common Stock which the Committee
in its sole discretion determines will materially adversely affect the market
value of the Common Stock after the tender or exchange offer, the Committee
shall, prior to the shareholders' vote on such transaction or prior to the
expiration date (without extensions) of the tender or exchange offer, (i)
accelerate the time of exercise so that all stock options and stock appreciation
rights which are outstanding shall become immediately exercisable in full
without regard to any limitations of time or amount otherwise contained in the
Plan or the stock options or stock appreciation rights and/or (ii) determine
that the stock options and stock appreciation rights shall be adjusted and make
such adjustments by substituting for Common Stock of the Company subject to
options and stock appreciation rights, common stock of the surviving corporation
or offeror if such stock of such corporation is publicly traded or, if such
stock is not publicly traded, by substituting common stock of a parent of the
surviving corporation or offeror if the stock of such parent is publicly traded,
in which event the aggregate option price shall remain the same and the number
of shares subject to option shall be the number of shares which could have been
purchased on the closing day of such transaction or the expiration date of the
offer with the proceeds which would
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have been received by the optionee if the stock option had been exercised in
full prior to such transaction or expiration date and the optionee had exchanged
all of such shares in the transaction or sold or exchanged all of such shares
pursuant to the tender or exchange offer, and if any such option has related
stock appreciation rights, the stock appreciation rights shall likewise be
adjusted; provided, however, that, in the event of a Change in Control, the
acceleration of the exercisability of options and stock appreciation rights
under clause (i) of this paragraph shall occur automatically and without the
requirement of action by the Committee.
For purposes of this Plan, "Change in Control" means the occurrence of
any of the following events after the effective date of the amendment and
restatement of the Plan:
(i) Any "person," as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any
company owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of
stock of the Company), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities;
(ii) During any period of two consecutive years commencing on
July 14, 1998, individuals who at the beginning of such period
constitute the Board, and any new director (other than a director
designated by a person (as defined above) who has entered into an
agreement with the Company to effect a transaction described in
subsections (i), (iii) or (iv) of this definition) whose election by
the Board or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved cease for any reason to constitute at least a majority
thereof;
(iii) The shareholders of the Company have approved a merger
or consolidation of the Company with any other company and all other
required governmental approvals of such merger or consolidation have
been obtained, other than (A) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity)
more than 60% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such
merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in
which no person (as defined above) becomes the beneficial owner (as
defined above) of more than 20% of the combined voting power of the
Company's then outstanding securities; or
(iv) The shareholders of the Company have approved a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets, and all other required governmental approvals of such
transaction have been obtained.
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10. USE OF PROCEEDS
Proceeds from the sale of shares of Common Stock pursuant to exercise
of options granted under the Plan shall constitute general funds of the Company.
11. AMENDMENTS
The Board of Directors may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would materially
impair the rights of any optionee under any option theretofore granted, without
the optionee's consent, or which, without the approval of the shareholders of
the Company, would:
(a) Except as is provided in Paragraph 9 of the Plan, increase the
total number of shares reserved for the purposes of the Plan or change the
maximum number of shares for which options may be granted to any optionee.
(b) Decrease the option price to less than 100% of Fair Market Value on
the date of grant of a stock option.
(c) Change the employees (or class of employees) eligible to receive
options under the Plan.
(d) Materially increase the benefits accruing to employees
participating under the Plan.
12. EFFECTIVENESS OF THE PLAN AND AMENDMENTS
The Plan became effective upon approval by the shareholders at the 1991
Annual Meeting. The Amendments proposed in 1995 became effective upon approval
by the shareholders at the 1995 Annual Meeting. Paragraph 6(f) as amended became
applicable to all options outstanding at the date of the 1995 Annual Meeting and
thereafter. Paragraph 6(i) as amended became effective upon approval by the
Board of Directors at its July 16, 1997 meeting. The amendment and restatement
of the Plan in connection with the reorganization of the Company and the change
of the name of the Company to R.H. Donnelley Corporation became effective as of
July 14, 1998.
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