8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report:  (Date of Earliest Event Reported):

March 12, 2010

SUPERMEDIA INC.

(Exact name of registrant as specified in its charter)

Delaware	1-32939	20-5095175
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification Number)

2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261

(Address of Principal Executive Offices)

(972) 453-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2010, the Board of Directors and Human Resources Committee of SuperMedia Inc. (the “Company”) approved grants of restricted stock and restricted stock unit awards under the Company’s 2009 Long-Term Incentive Plan.

On March 12, 2010, the Company entered into restricted stock award agreements with executive officers along with certain other employees of the Company, the form of which is attached to this Current Report on Form 8-K.  The restricted stock vests over three years in equal installments of one-third on the first, second, and third anniversaries of the grant date.  All unvested shares of restricted stock will immediately terminate upon the employee’s termination of employment with the Company for any reason on or before the third anniversary date of the award, except that the Human Resources Committee of the Company, at its sole option and election, may permit the unvested shares not to terminate if the employee is terminated without cause.  If a change in control occurs on or before the third anniversary date of the award, all unvested shares of restricted stock will immediately vest.  The foregoing summary is qualified in its entirety by reference to the text of the Form of Employee Restricted Stock Award Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and the Employee Restricted Stock Award Agreement with Scott W. Klein, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K.  Such exhibits are incorporated herein by reference.

The following named executive officers were granted shares of restricted stock in the following amounts on the terms and conditions set forth in their respective restricted stock award agreements:

Named Executive Officer	Shares of Restricted Stock
Scott W. Klein: Chief Executive Officer	78,999
Samuel D. Jones: Executive Vice President, Chief Financial Officer and Treasurer	35,550
Frank P. Gatto: Executive Vice President — Operations	29,493
Michael D. Pawlowski: Executive Vice President — Sales	27,650

On March 12, 2010, the Company also entered into a 2010 long-term incentive award agreement with Scott W. Klein, the Company’s chief executive officer, which is attached to this Current Report on Form 8-K.  The restricted stock granted under the agreement vests over three years in equal installments of one-third on the first, second, and third anniversaries of the grant date.  All unvested shares of restricted stock will immediately vest (i) upon a change in control of the Company and (ii) upon Mr. Klein’s termination of employment with the Company for good reason, without cause, or due to death or disability.  All unvested shares of restricted stock will immediately terminate upon Mr. Klein’s termination of employment with the Company for any reason not set forth in clause (ii) in the previous sentence, including, without limitation, termination for cause.  Mr. Klein received 79,000 shares of restricted stock under this 2010 long-term incentive award agreement.  The foregoing summary is

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qualified in its entirety by reference to the text of the 2010 Long-Term Incentive Award Agreement, a copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K.  Such exhibit is incorporated herein by reference.

On March 12, 2010, the Company entered into restricted stock award agreements with its directors, the form of which is attached to this Current Report on Form 8-K.  The shares of restricted stock vest on December 31, 2010.  All unvested shares of restricted stock will immediately terminate if a director ceases to be a member of the board of directors of the Company on or before December 31, 2010.  If a change in control occurs on or before December 31, 2010, all unvested shares of restricted stock will immediately vest.  Each current director of the Company received 1,843 shares of restricted stock under the director restricted stock award agreements.  The foregoing summary is qualified in its entirety by reference to the text of the Form of Director Restricted Stock Award Agreement, a copy of which is included as Exhibit 10.4 to this Current Report on Form 8-K.  Such exhibit is incorporated herein by reference.

On March 12, 2010, the Company entered into restricted stock unit award agreements with its directors, the form of which is attached to this Current Report on Form 8-K.  The restricted stock units (“RSUs”) vest over three years in equal installments of one-third on the first, second, and third anniversaries of the grant date.  If a director ceases to be a member of the board of directors of the Company on or before the third anniversary date of the award, the RSUs will vest on a prorated basis by dividing the number of days commencing on the anniversary vesting date or date of award, as applicable, and ending on the date of separation from service by (i) 1095 if the date of separation from service occurs prior to the first anniversary date of the award, (ii) 730 if the date of separation from service occurs after the first anniversary date of the award but before the second anniversary date of the award, and (iii) 365 if the date of separation from service occurs after the second anniversary date of the award but before the third anniversary date of the award, and the number of RSUs remaining will immediately terminate.  If a change in control occurs on or before the third anniversary date of the award, all unvested shares of restricted stock will immediately vest.  Each current director of the Company received 1,317 RSUs under the restricted stock unit award agreements.  The foregoing summary is qualified in its entirety by reference to the text of the Form of Director Stock-Settled Restricted Stock Unit Award Agreement, a copy of which is included as Exhibit 10.5 to this Current Report on Form 8-K.  Such exhibit is incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits

Exhibit  No.	Description
10.1	Form of Employee Restricted Stock Award Agreement
10.2	Employee Restricted Stock Award Agreement with Scott W. Klein
10.3	2010 Long-Term Incentive Award Agreement with Scott W. Klein
10.4	Form of Director Restricted Stock Award Agreement
10.5	Form of Director Stock-Settled Restricted Stock Unit Award Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUPERMEDIA INC.
By:	/s/ Cody Wilbanks
	Name:	Cody Wilbanks
	Title:	Executive Vice President — General Counsel and Secretary

Date:  March 18, 2010

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EXHIBIT INDEX

Exhibit  No.	Description
10.1	Form of Employee Restricted Stock Award Agreement
10.2	Employee Restricted Stock Award Agreement with Scott W. Klein
10.3	2010 Long-Term Incentive Award Agreement with Scott W. Klein
10.4	Form of Director Restricted Stock Award Agreement
10.5	Form of Director Stock-Settled Restricted Stock Unit Award Agreement

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EX-10.1

Exhibit 10.1

SUPERMEDIA INC.

EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT

[                                        ]
Grantee

Date of Award:	March 12, 2010
Number of Shares:	[                  ]
General Vesting Schedule/Restricted Period:	Three (3) years, with vesting in equal installments of one-third (1/3) on the anniversary date of the Date of Award in each of the years.

AWARD OF RESTRICTED STOCK

1.GRANT OF RESTRICTED STOCK AWARD.  The Human Resources Committee (the “Committee”) of the Board of Directors of SuperMedia Inc., a Delaware corporation (the “Company”), pursuant to the SuperMedia Inc. 2009 Long-Term Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of shares (the “Shares”) of the Common Stock, set forth above as Restricted Stock on the following terms and conditions:

During the Restricted Period, the Shares of Restricted Stock will be evidenced by entries in the stock register of the Company reflecting that such Shares of Restricted Stock have been issued in your name.  For purposes of this Agreement, the term “Restricted Period” means the period designated by the Committee during which the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered.

The Shares that are awarded hereby to you as Restricted Stock shall be subject to the prohibitions and restrictions set forth herein with respect to the sale or other disposition of such Shares and the obligation to forfeit and surrender such Shares to the Company (the “Forfeiture Restrictions”).  The Restricted Period and all Forfeiture Restrictions on the Restricted Stock covered hereby shall lapse as to those Shares when the Shares become vested and you meet all other terms and conditions of this Agreement.

2.TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL.  The following provisions will apply in the event your employment with the Company and all Affiliates (collectively, the “Company Group”) terminates, or a Change in Control occurs, before the third anniversary of the Date of Award (the “Third Anniversary Date”) under this Agreement:

2.1           Termination Generally.  If your employment with the Company Group terminates on or before the Third Anniversary Date for any reason, the Forfeiture Restrictions then applicable to the Shares of Restricted Stock shall not lapse and the number of Shares of Restricted Stock then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date your employment terminates, except that the Committee, at its sole option and election, may permit the Forfeiture Provisions to lapse only in part if you are terminated without cause.

2.2           Change in Control.  If a Change in Control occurs on or before the Third Anniversary Date, all remaining Forfeiture Restrictions shall immediately lapse on the date the Change in Control occurs.

3.TAX WITHHOLDING.  To the extent that the receipt of the Shares of Restricted Stock or the lapse of any Forfeiture Restrictions results in income, wages or other compensation to you for any income, employment or other tax purposes with respect to which the Company has a withholding obligation, you shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from the Shares awarded hereby or from any cash or stock remuneration or other payment then or thereafter payable to you any statutory minimum tax required to be withheld by reason of such taxable income, wages or compensation sufficient to satisfy the withholding obligation based on the last per share sales price of the Common Stock for the trading day immediately preceding the date that the withholding obligation arises, as reported in the NASDAQ Composite Transactions.

4.NONTRANSFERABILITY.  Notwithstanding anything in this Agreement to the contrary and except as specified below, the Shares of Restricted Stock awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and distribution to the extent then subject to Forfeiture Restrictions. You may transfer the Shares to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners.  For this purpose, “immediate family” means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption.

The terms applicable to the assigned Shares shall be the same as those in effect for the Shares immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Committee may deem appropriate.  You may also designate one or more persons as the beneficiary or beneficiaries of your Shares of Restricted Stock under the Plan, and those Shares shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those Shares. Such beneficiary or beneficiaries shall take the transferred Shares of Restricted Stock subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding Shares of Restricted Stock under the Plan shall not be assignable or transferable to the extent then subject to Forfeiture Restrictions.

None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the Shares of Restricted Stock.  It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences.  You are entitled to rely upon only the tax advice of your own tax advisors.

5.SALE OF SECURITIES.  Shares awarded hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws.  You also agree that (a) the Company may refuse to cause the transfer of the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares.

6.CAPITAL ADJUSTMENTS AND REORGANIZATIONS.  The existence of the Shares of Restricted Stock shall not affect in any way the right or power of the Company to make or

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authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

7.RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD.  During the Restricted Period, (a) any securities of the Company distributed by the Company in respect of the Shares of Restricted Stock will be evidenced by entries in the appropriate securities register of the Company reflecting that such securities of the Company, if any, have been issued in your name (the “Retained Company Securities”) and (b) any securities of any company other than the Company or any other property (other than regular cash dividends) distributed by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by such certificates or in such other manner as the Company determines (the “Retained Other Securities and Property”) and may bear a restrictive legend to the effect that ownership of such Retained Other Securities and Property and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement.  The Retained Company Securities and the Retained Other Securities and Property (collectively, the “Retained Distributions”) shall be subject to the same restrictions, terms and conditions as are applicable to the Shares of Restricted Stock.

8.RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING RESTRICTED PERIOD.  You shall have the right to vote the Shares of Restricted Stock awarded to you and to receive and retain all regular cash dividends (which will be paid currently and in no case later than the end of the calendar year in which the dividends are paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividends are paid to the holders of the Common Stock), and to exercise all other rights, powers and privileges of a holder of the Common Stock, with respect to such Shares of Restricted Stock, with the exception that (a) you shall not be entitled to have custody of such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall have lapsed, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Shares of Restricted Stock until such time, if ever, as the Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have lapsed, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares of Restricted Stock or any Retained Distributions during the Restricted Period.  During the Restricted Period, the Company may, in its sole discretion, issue certificates for some or all of the Shares of Restricted Stock, in which case all such certificates shall be delivered to the Corporate Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted Stock occurs or the Forfeiture Restrictions lapse.  When requested by the Company, you shall execute such stock powers or other instruments of assignment as the Company requests relating to transfer to the Company of all or any portion of such Shares of Restricted Stock and any Retained Distributions that are forfeited in accordance with the Plan and this Agreement.

9.EMPLOYMENT RELATIONSHIP.  For purposes of this Agreement, you shall be considered to be in the employment of the Company Group as long as you have an employment relationship with the Company Group.  The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.

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10.SECTION 83(B) ELECTION.  You shall not exercise the election permitted under Section 83(b) of the Code with respect to the Shares of Restricted Stock without the written approval of the Chief Financial Officer or General Counsel of the Company.

11.NOT AN EMPLOYMENT AGREEMENT.  This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term.

12.SECURITIES ACT LEGEND.  If you are an officer or affiliate of the Company under the Securities Act of 1933, you consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with such Act and all applicable rules thereunder.

13.REGISTRATION.  The Shares that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8.

14.LIMIT OF LIABILITY.  Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

15.MISCELLANEOUS.  This Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any.  In the event of a conflict between this Agreement and the Plan provisions, the Plan provisions will control.  This Agreement supersedes the terms and conditions of, and fulfills and replaces in its entirety any obligation to make grants under, any benefit plan or employment agreement, arrangement or understanding, and in the event of an inconsistency or difference between this Agreement and the provisions of the Company’s Executive Transition Plan or any other benefit plan, or employment or other agreement, arrangement or understanding, whether written or oral, this Agreement and the Plan provisions will control.  The term “you” and “your” refer to the Grantee named in this Agreement.  Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan.

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In accepting the award of Shares of Restricted Stock set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan and this Agreement.

		SUPERMEDIA INC.
		By:
		Name:
		Title:
Agreed and accepted
By:
Name:
Date:	March     , 2010

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EX-10.2

Exhibit 10.2

SUPERMEDIA INC.

EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT

Scott W. Klein
Grantee

Date of Award:	March 12, 2010
Number of Shares:	78,999
General Vesting Schedule/Restricted Period:	Three (3) years, with vesting in equal installments of one-third (1/3) on the anniversary date of the Date of Award in each of the years.

AWARD OF RESTRICTED STOCK

1.GRANT OF RESTRICTED STOCK AWARD.  The Human Resources Committee (the “Committee”) of the Board of Directors of SuperMedia Inc., a Delaware corporation (the “Company”), pursuant to the SuperMedia Inc. 2009 Long-Term Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of shares (the “Shares”) of the Common Stock, set forth above as Restricted Stock on the following terms and conditions:

During the Restricted Period, the Shares of Restricted Stock will be evidenced by entries in the stock register of the Company reflecting that such Shares of Restricted Stock have been issued in your name.  For purposes of this Agreement, the term “Restricted Period” means the period designated by the Committee during which the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered.

The Shares that are awarded hereby to you as Restricted Stock shall be subject to the prohibitions and restrictions set forth herein with respect to the sale or other disposition of such Shares and the obligation to forfeit and surrender such Shares to the Company (the “Forfeiture Restrictions”).  The Restricted Period and all Forfeiture Restrictions on the Restricted Stock covered hereby shall lapse as to those Shares when the Shares become vested and you meet all other terms and conditions of this Agreement.

2.TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL.  The following provisions will apply in the event your employment with the Company and all Affiliates (collectively, the “Company Group”) terminates, or a Change in Control occurs, before the third anniversary of the Date of Award (the “Third Anniversary Date”) under this Agreement:

2.1           Termination Generally.  If your employment with the Company Group terminates on or before the Third Anniversary Date for any reason, the Forfeiture Restrictions then applicable to the Shares of Restricted Stock shall not lapse and the number of Shares of Restricted Stock then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date your employment terminates, except that the Committee, at its sole option and election, may permit the Forfeiture Provisions to lapse only in part if you are terminated without cause.

2.2           Change in Control.  If a Change in Control occurs on or before the Third Anniversary Date, all remaining Forfeiture Restrictions shall immediately lapse on the date the Change in Control occurs.

3.TAX WITHHOLDING.  To the extent that the receipt of the Shares of Restricted Stock or the lapse of any Forfeiture Restrictions results in income, wages or other compensation to you for any income, employment or other tax purposes with respect to which the Company has a withholding obligation, you shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from the Shares awarded hereby or from any cash or stock remuneration or other payment then or thereafter payable to you any statutory minimum tax required to be withheld by reason of such taxable income, wages or compensation sufficient to satisfy the withholding obligation based on the last per share sales price of the Common Stock for the trading day immediately preceding the date that the withholding obligation arises, as reported in the NASDAQ Composite Transactions.

4.NONTRANSFERABILITY.  Notwithstanding anything in this Agreement to the contrary and except as specified below, the Shares of Restricted Stock awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and distribution to the extent then subject to Forfeiture Restrictions. You may transfer the Shares to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners.  For this purpose, “immediate family” means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption.

The terms applicable to the assigned Shares shall be the same as those in effect for the Shares immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Committee may deem appropriate.  You may also designate one or more persons as the beneficiary or beneficiaries of your Shares of Restricted Stock under the Plan, and those Shares shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those Shares. Such beneficiary or beneficiaries shall take the transferred Shares of Restricted Stock subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding Shares of Restricted Stock under the Plan shall not be assignable or transferable to the extent then subject to Forfeiture Restrictions.

None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the Shares of Restricted Stock.  It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences.  You are entitled to rely upon only the tax advice of your own tax advisors.

5.SALE OF SECURITIES.  Shares awarded hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws.  You also agree that (a) the Company may refuse to cause the transfer of the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares.

6.CAPITAL ADJUSTMENTS AND REORGANIZATIONS.  The existence of the Shares of Restricted Stock shall not affect in any way the right or power of the Company to make or

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authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

7.RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD.  During the Restricted Period, (a) any securities of the Company distributed by the Company in respect of the Shares of Restricted Stock will be evidenced by entries in the appropriate securities register of the Company reflecting that such securities of the Company, if any, have been issued in your name (the “Retained Company Securities”) and (b) any securities of any company other than the Company or any other property (other than regular cash dividends) distributed by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by such certificates or in such other manner as the Company determines (the “Retained Other Securities and Property”) and may bear a restrictive legend to the effect that ownership of such Retained Other Securities and Property and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement.  The Retained Company Securities and the Retained Other Securities and Property (collectively, the “Retained Distributions”) shall be subject to the same restrictions, terms and conditions as are applicable to the Shares of Restricted Stock.

8.RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING RESTRICTED PERIOD.  You shall have the right to vote the Shares of Restricted Stock awarded to you and to receive and retain all regular cash dividends (which will be paid currently and in no case later than the end of the calendar year in which the dividends are paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividends are paid to the holders of the Common Stock), and to exercise all other rights, powers and privileges of a holder of the Common Stock, with respect to such Shares of Restricted Stock, with the exception that (a) you shall not be entitled to have custody of such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall have lapsed, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Shares of Restricted Stock until such time, if ever, as the Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have lapsed, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares of Restricted Stock or any Retained Distributions during the Restricted Period.  During the Restricted Period, the Company may, in its sole discretion, issue certificates for some or all of the Shares of Restricted Stock, in which case all such certificates shall be delivered to the Corporate Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted Stock occurs or the Forfeiture Restrictions lapse.  When requested by the Company, you shall execute such stock powers or other instruments of assignment as the Company requests relating to transfer to the Company of all or any portion of such Shares of Restricted Stock and any Retained Distributions that are forfeited in accordance with the Plan and this Agreement.

9.EMPLOYMENT RELATIONSHIP.  For purposes of this Agreement, you shall be considered to be in the employment of the Company Group as long as you have an employment relationship with the Company Group.  The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.

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10.SECTION 83(B) ELECTION.  You shall not exercise the election permitted under Section 83(b) of the Code with respect to the Shares of Restricted Stock without the written approval of the Chief Financial Officer or General Counsel of the Company.

11.NOT AN EMPLOYMENT AGREEMENT.  This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term.

12.SECURITIES ACT LEGEND.  If you are an officer or affiliate of the Company under the Securities Act of 1933, you consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with such Act and all applicable rules thereunder.

13.REGISTRATION.  The Shares that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8.

14.LIMIT OF LIABILITY.  Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

15.MISCELLANEOUS.  This Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any.  In the event of a conflict between this Agreement and the Plan provisions, the Plan provisions will control.  This Agreement (a) supersedes the terms and conditions of, and fulfills and replaces in its entirety any obligation to make grants under, any benefit plan or employment agreement, arrangement or understanding, and (b) in the event of an inconsistency or difference between this Agreement and the provisions of the Company’s Executive Transition Plan or any other benefit plan or employment or other agreement, arrangement, or understanding, whether written or oral, this Agreement and the Plan provisions will control.  By execution of this Agreement, you affirmatively agree that the award of the Shares under this Agreement satisfies and discharges in full all obligations of the Company to make an annual long-term incentive award for the year 2011 under any employment agreement, arrangement, or understanding between you and the Company.  The term “you” and “your” refer to the Grantee named in this Agreement.  Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan.

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In accepting the award of Shares of Restricted Stock set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan and this Agreement.

	SUPERMEDIA INC.
	By:
	Name:
	Title:
Agreed and accepted
By:
Name:
Date: March     , 2010

EX-10.3

Exhibit 10.3

SUPERMEDIA INC. 2009 LONG-TERM INCENTIVE PLAN

2010 LONG-TERM INCENTIVE AWARD AGREEMENT

This Award Agreement (this “Agreement”) made as of the 12th day of March, 2010, by and between SUPERMEDIA INC. (the “Company”) and SCOTT W. KLEIN (the “Participant”).

1.Award.  In accordance with the SuperMedia Inc. 2009 Long-Term Incentive Plan (the “Plan”), the Company has granted a 2010 long-term incentive award (the “Award”) to the Participant consisting of 79,000 restricted shares.

2.SuperMedia Inc. common stock (“Restricted Shares”).  This Award and the Restricted Shares covered by this Award are subject to the terms and conditions of this Agreement and the Plan, a copy of which is has been furnished to the Participant.  The Participant is a party to that certain Employment Agreement between the Participant and the Company, dated May 30, 2008 (the “Employment Agreement”).  The provisions of the Employment Agreement will govern in the event of any inconsistency with the terms of this Agreement.  Except as otherwise provided herein, capitalized terms used but not defined in this Agreement will have the meanings ascribed to them by the Plan.  This award is made in accordance with and in satisfaction of the Company’s obligation under Section 2.4(b) of the Employment Agreement (relating to the 2010 long term incentive award to Mr. Klein).

3.Vesting Conditions.

(a)General.  Subject to the Participant’s continuous employment with the Company or any of its subsidiaries (collectively, “SuperMedia”) through the applicable vesting date, the Restricted Shares will vest in one-third increments on each of March     , 2011, March     , 2012, and March     , 2013.

(b)Forfeiture of Unvested Award.  Except as otherwise provided, if the Participant’s employment with SuperMedia is terminated, then, upon the termination of such employment, the Participant will forfeit all right, title and interest in any then outstanding Restricted Shares that have not vested as provided herein.  The Participant is the record owner of the Restricted Shares on the Company’s books, subject to the restrictions and conditions set forth in this Agreement.  By executing this Agreement, the Participant expressly authorizes the Company to cancel, reacquire, retire, or retain, at its election, any Restricted Shares if and when they are forfeited in accordance with this Agreement. The Participant will execute and deliver such other documents and take such other actions, if any, as the Company may reasonably request in order to evidence such action with respect to any Restricted Shares that are forfeited.

(i)Special Vesting Rules.  If, before the Award becomes vested, (A) the Participant’s employment with SuperMedia is terminated by reason of the Participant’s death, (B) the Participant’s employment with SuperMedia is terminated by SuperMedia without “Cause” or by reason of the Participant’s “Disability” (as such terms are defined in the Employment Agreement), (C) the Participant’s employment with SuperMedia is terminated by the Participant for Good Reason pursuant to the Employment Agreement, or (D) there occurs a Change in Control, then the Award will thereupon become fully vested; provided, however, that

no such acceleration of vesting will apply unless, as of the time such acceleration would otherwise occur, the Participant has maintained continuous compliance with the restrictive covenants set forth in Section 8 of the Employment Agreement (the “Restrictive Covenants”) and the Participant has executed and delivered to the Company a general release of claims against the Company, its subsidiaries and any of its or their affiliates in the form attached to the Employment Agreement as Exhibit C.

4.Dividend Equivalents; Voting Rights.

(a)General. If the Company declares and pays dividends on outstanding Shares, then, on the dividend payment date, the Participant will be credited with dividend equivalent restricted stock units with respect to the Participant’s outstanding Restricted Shares (and dividend equivalent restricted stock units).  The number of such dividend equivalent restricted stock units will be determined by multiplying the number of the Participant’s outstanding Restricted Shares (and dividend equivalent restricted stock units), as the case may be, immediately prior to the dividend payment date by the quotient (rounded to the nearest whole number) of (a) the amount of the dividend payable with respect to one outstanding Share on the dividend payment date, divided by (b) the closing price per Share on the Nasdaq Stock Market on the dividend payment date (or, if no shares are traded on such date, the closing price per Share on the immediately preceding date on which the Shares are traded).  The dividend equivalent restricted stock units will be subject to substantially the same vesting, forfeiture, and other terms and conditions applicable to the corresponding Restricted Shares and will be settled in the form of an equivalent number of Shares (or, at the election of the HR Committee, cash equal to the value of such Shares) if and when the corresponding Restricted Shares become vested.  The Participant will be entitled to exercise voting rights with respect to outstanding Restricted Shares held under this Agreement.

(b)Dividend Equivalents Following Termination of Employment.  Notwithstanding the foregoing, if the Participant’s employment with SuperMedia terminates before the Participant is fully vested in the Award and if, as a result of such termination of employment, the Participant’s vested interest in the Award accelerates pursuant to Section 2 above, then the HR Committee, acting in its discretion, will determine whether and the extent to which the Participant will vest in the dividend equivalent restricted stock units credited pursuant to the preceding subsection, and the HR Committee’s exercise of this discretion shall be final, conclusive, and binding.  The HR Committee may condition vesting of the dividend equivalent credits following termination of the Participant’s employment upon the Participant’s compliance with the Restrictive Covenants and the Participant’s execution and delivery of the above-referenced general release.

5.Settlement of Award.

(a)Settlement of Restricted Share Award.  If, as, and when Restricted Shares become vested, and subject to the satisfaction of applicable withholding and other legal requirements, (1) the Restricted Shares will become vested Shares and will no longer be subject to the transfer restrictions and forfeiture conditions contained in this Agreement, and the Company’s books will be updated accordingly, and (2) any dividend equivalent restricted stock

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units credited to the Participant with respect to such vested Shares will be settled in the form of Shares and/or cash in accordance with Section 3 above.

(b)Form of Settlement Following a Change in Control.  Notwithstanding the foregoing, if a Change in Control (within the meaning of the Plan) occurs, then, immediately prior to the Change in Control, the Shares covered by this Agreement (including Restricted Shares, as well as Shares represented by dividend equivalent restricted stock units) will be converted into (1) publicly traded and registered shares of common stock (“exchange stock”) of the acquiring or successor company (or a parent company) having a value equal to the Change in Control transaction value of the Shares or (2) the right to receive the payment of a like amount in cash, as determined by the HR Committee prior to the Change in Control.  For the purposes of applying the provisions of this Agreement, if, in connection with a Change in Control, the Award is converted into an Award covering shares of exchange stock, the definition of the term “Shares” will be deemed to include such shares of exchange stock.

6.Assignment; Beneficiary.  The Award and the Participant’s rights with respect thereto may not be assigned, pledged, or transferred except to the Participant’s beneficiary following the Participant’s death (subject to the terms of this Agreement and the Plan), and any attempted assignment, pledge, or transfer in violation of this Agreement or the Plan will be void ab initio and of no force or effect.  The Participant may designate a beneficiary by filing a written (or electronic) beneficiary designation form with the Company in a manner prescribed or deemed acceptable for this purpose by the Company’s Executive Vice President - Human Resources and Employee Administration.  Each such beneficiary designation will automatically revoke all prior designations by the Participant.  If the Participant does not make a valid beneficiary designation under the Plan during the Participant’s lifetime or if no designated beneficiary survives the Participant, the Participant’s beneficiary will be deemed to be the Participant’s surviving spouse or, if none, the Participant’s estate.

7.No Other Rights Conferred.  The grant of the Award under this Agreement shall not be deemed to constitute a contract of employment with the Participant or affect in any way the right of the Company or a subsidiary to terminate the Participant’s employment at any time for any or no reason.  Compensation attributable to the Award made under this Agreement shall not be taken into account as compensation for purposes of determining the Participant’s benefits or entitlements under any employee pension, savings, group insurance, severance, or other benefit plan or arrangement, unless and except to the extent otherwise specifically provided by such plan or arrangement.

8.Withholding.  The Company’s obligation to make payments or issue or remove restrictions on Shares under this Agreement shall be subject to and conditioned upon the satisfaction by the Participant of applicable tax withholding obligations.  The Company and its subsidiaries may require the Participant to remit an amount sufficient to satisfy applicable withholding taxes or deduct or withhold such amount from any payments otherwise owed the Participant (whether or not under this Agreement or the Plan).  The Participant expressly elects to authorize the Company to deduct from any compensation or any other payment of any kind due to the Participant, including withholding the issuance of Shares, the amount of any federal, state, local, or foreign taxes required by law to be withheld as a result of the grant or vesting of

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the Shares in whole or in part; provided, however, that the value of the Shares withheld may not exceed the statutory minimum withholding amount required by law.

9.HR Committee Authority.  The HR Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement.  Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the HR Committee in its discretion and such exercise shall be final, conclusive, and binding.  The HR Committee may designate any individual or individuals to perform any of its functions hereunder.

10.Successors.  This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company and any beneficiary of the Participant.

11.Construction.  This Agreement is intended to grant the Award, including Restricted Shares and dividend equivalent restricted stock units, upon the terms and conditions authorized by the Plan.  Any provisions of this Agreement that cannot be so administered, interpreted, or construed shall be disregarded.  In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect.  In the event that any provision, including any restrictive covenant made as a part of this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended.

12.Applicable Law.  The validity, construction, interpretation, and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the conflicts of laws provisions thereof.

13.Notice.  Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Executive Vice President - Human Resources and Employee Administration of SuperMedia Inc. at P. O. Box 619810, 2200 West Airfield Dr., D/FW Airport, TX, 75261, and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll records of the Company, or to such other address as the Participant may designate to the Company in writing.  Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

14.Dispute Resolution.  Except as otherwise specified herein, all disputes arising under the Plan or this Agreement and all claims in which the Participant seeks damages that relate in any way to the Award or other benefits of the Plan are subject to the dispute resolution procedures described in the Employment Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SUPERMEDIA INC.

By:

Name: 

Title:

PARTICIPANT

EX-10.4

Exhibit 10.4

SUPERMEDIA INC.

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

<<Full Name>>

Grantee

Date of Award:	March 12, 2010
Number of Shares:	1,843
General Vesting Schedule/Restricted Period:	100% vested on December 31, 2010

AWARD OF RESTRICTED STOCK

1.GRANT OF RESTRICTED STOCK AWARD.  SuperMedia Inc., a Delaware corporation (the “Company”), pursuant to the SuperMedia Inc. 2009 Long-Term Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of shares (the “Shares”) of the Company’s Stock, set forth above as Restricted Stock on the following terms and conditions:

During the Restricted Period, the Shares of Restricted Stock will be evidenced by entries in the stock register of the Company reflecting that such Shares of Restricted Stock have been issued in your name.  For purposes of this Agreement, the term “Restricted Period” means the period designated by the Committee during which the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered.

The Shares that are awarded hereby to you as Restricted Stock shall be subject to the prohibitions and restrictions set forth herein with respect to the sale or other disposition of such Shares and the obligation to forfeit and surrender such Shares to the Company (the “Forfeiture Restrictions”).  The Restricted Period and all Forfeiture Restrictions on the Restricted Stock covered hereby shall lapse as to those Shares when the Shares become vested and you meet all other terms and conditions of this Agreement.

2.TERMINATION OF MEMBERSHIP/CHANGE IN CONTROL.  The following provisions will apply in the event you cease to be a member of the Board of Directors of the Company (the “Board”), or a Change in Control of the Company occurs, before December 31, 2010 (the “Vesting Date”) under the Agreement:

2.1           Termination Generally.  Except as specified in Section 2.2 below, if you cease to be a member of the Board before the Vesting Date, the Forfeiture Restrictions then applicable to the Shares of Restricted Stock not lapse and the number of Shares of Restricted Stock then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date you cease to be a member of the Board.

2.2           Change in Control.  If a Change in Control of the Company occurs on or before the Vesting Date while you are an active member of the Board, then all remaining Forfeiture Restrictions shall immediately lapse on the effective date of the Change in Control of the Company.

3.NONTRANSFERABILITY.  Notwithstanding anything in this Agreement to the contrary and except as specified below, the Shares of Restricted Stock awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and distribution to the extent then subject to Forfeiture Restrictions.  You may transfer the Shares to (a) a member or members of

your immediate family, (b) to a revocable living trust established exclusively for you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners.  For this purpose, “immediate family” means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption.

The terms applicable to the assigned Shares shall be the same as those in effect for the Shares immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Committee may deem appropriate.  You may also designate one or more persons as the beneficiary or beneficiaries of your Shares of Restricted Stock under the Plan, and those Shares shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those Shares. Such beneficiary or beneficiaries shall take the transferred Shares of Restricted Stock subject to all the terms and conditions of the Agreement. Except for the limited transferability provided by the foregoing, outstanding Shares of Restricted Stock under the Plan shall not be assignable or transferable to the extent then subject to Forfeiture Restrictions.

None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in the Agreement or your transfer of the Shares of Restricted Stock.  It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences.  You are entitled to rely upon only the tax advice of your own tax advisors.

4.SALE OF SECURITIES.  Shares awarded hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws.  You also agree that (a) the Company may refuse to cause the transfer of the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares.

5.CAPITAL ADJUSTMENTS AND REORGANIZATIONS.  The existence of the Shares of Restricted Stock shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

6.RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD.  During the Restricted Period, (a) any securities of the Company distributed by the Company in respect of the Shares of Restricted Stock will be evidenced by entries in the appropriate securities register of the Company reflecting that such securities of the Company, if any, have been issued in your name (the “Retained Company Securities”) and (b) any securities of any company other than the Company or any other property (other than regular cash dividends) distributed by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by such certificates or in such other manner as the Company determines (the “Retained Other Securities and Property”) and may bear a restrictive legend to the effect that ownership of such Retained Other Securities and Property and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement.  The Retained Company Securities and the Retained Other Securities and Property (collectively, the “Retained Distributions”)

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shall be subject to the same restrictions, terms and conditions as are applicable to the Shares of Restricted Stock.

7.RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING RESTRICTED PERIOD.  You shall have the right to vote the Shares of Restricted Stock awarded to you and to receive and retain all regular cash dividends (which will be paid currently and in no case later than the end of the calendar year in which the dividends are paid to the holders of the Stock or, if later, the 15th day of the third month following the date the dividends are paid to the holders of the Stock), and to exercise all other rights, powers and privileges of a holder of the Stock, with respect to such Shares of Restricted Stock, with the exception that (a) you shall not be entitled to have custody of such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall have lapsed, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Shares of Restricted Stock until such time, if ever, as the Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have lapsed, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares of Restricted Stock or any Retained Distributions during the Restricted Period.  During the Restricted Period, the Company may, in its sole discretion, issue certificates for some or all of the Shares of Restricted Stock, in which case all such certificates shall be delivered to the Corporate Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted Stock occurs or the Forfeiture Restrictions lapse.  When requested by the Company, you shall execute such stock powers or other instruments of assignment as the Company requests relating to transfer to the Company of all or any portion of such Shares of Restricted Stock and any Retained Distributions that are forfeited in accordance with the Plan and this Agreement.

8.SECURITIES ACT LEGEND.  If you are an officer or affiliate of the Company under the Securities Act of 1933, you consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with such Act and all applicable rules thereunder.

9.REGISTRATION.  The Shares that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8.

10.LIMIT OF LIABILITY.  Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

11.MISCELLANEOUS.  This Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any.  In the event of a conflict between this Agreement and the Plan provisions, the Plan provisions will control.  The term “you” and “your” refer to the Grantee named in this Agreement.  Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan.

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In accepting the award of Shares of Restricted Stock set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan and this Agreement.

SUPERMEDIA INC.

By:

Name:

Title:

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EX-10.5

Exhibit 10.5

SUPERMEDIA INC.

DIRECTOR STOCK-SETTLED

RESTRICTED STOCK UNIT AWARD AGREEMENT

<< Full Name>>

Grantee

Date of Award:	March 12, 2010
Number of Restricted Stock Units:	1,317
Expiration Date:	<<                            >>
General Vesting Schedule/Restricted Period:	Three (3) years, with vesting in equal installments of one-third (1/3) on the anniversary date of the Date of Award in each of the years.

AWARD OF RESTRICTED STOCK UNITS

1.GRANT OF RSU AWARD.  SuperMedia Inc., a Delaware corporation (the “Company”), pursuant to the SuperMedia Inc. 2009 Long-Term Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of restricted stock units set forth above (the “RSUs”), on the following terms and conditions:

During the Restricted Period, the RSUs will be evidenced by entries in a bookkeeping ledger account which reflects the number of RSUs credited under the Plan for your benefit.  For purposes of this Agreement, the term “Restricted Period” means the period designated by the Committee during which the RSUs are subject to forfeiture and restrictions on transfer (the “Forfeiture Restrictions”).  The Restricted Period and all Forfeiture Restrictions on the RSUs covered hereby shall lapse as to those RSUs when the RSUs become vested and you meet all other terms and conditions of this Agreement.

Upon the date on which you cease to be a member of the Board of Directors of the Company for any reason while in good standing, the Company shall issue to you one share of Stock, in exchange for each RSU for which the Forfeiture Restrictions have lapsed and thereafter you shall have no further rights with respect to such RSU.  The Company shall cause to be delivered to you (or your legal representative or heir) a stock certificate representing those shares of the Stock issued in exchange for RSUs awarded hereby, and such shares of the Stock shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).

2.SEPARATION FROM SERVICE/CHANGE IN CONTROL.  The following provisions will apply in the event you incur a Separation from Service with the Company and all Affiliates (collectively, the “Company Group”), or a Change in Control of the Company occurs, before the Expiration Date set forth in the Agreement:

2.1           Separation from Service Generally.  Except as provided in Section 2.2 below, if you incur a Separation from Service with the Company Group for any reason before the third anniversary of the Date of Award (the “Third Anniversary Date”), the Forfeiture Restrictions then applicable to the RSUs shall lapse on a prorated basis by dividing the number of days during the period commencing on the anniversary vesting date or Date of Award, as applicable, and ending on the date of your Separation

from Service by 1095 if the date of your Separation from Service occurs prior to the first anniversary of the Date of Award, 730 if the date of your Separation from Service occurs after the first anniversary of the Date of Award but prior to the second Anniversary of the Date of Award and 365 if the date of your Separation from Service occurs after the second anniversary of the Date of Award but prior to the Third Anniversary Date, and the number of RSUs remaining subject to the Forfeiture Restrictions shall be forfeited to the Company on the date of your Separation from Service.

2.2           Change in Control of the Company.  If a Change in Control of the Company occurs before the Third Anniversary Date while you are an active member of the Board, all remaining Forfeiture Restrictions shall immediately lapse on the effective date of the Change in Control of the Company.

3.DIVIDEND EQUIVALENTS.  If during the Restricted Period you hold any RSUs awarded hereby and the Company pays a dividend in cash with respect to the outstanding shares of Stock (a “Cash Dividend”) or a dividend in shares of Stock with respect to the outstanding shares of the Stock, then the Company will increase the RSUs awarded hereby that have not been exchanged by the Company for shares of Stock by an amount equal to the product of (a) the RSUs awarded hereby that have not been exchanged by the Company for cash and (b) the amount of the Cash Dividend paid per share of the Stock or the number of shares of Stock paid by the Company per share of the Stock, as applicable (collectively, the “Dividend RSUs”).  Each Dividend RSU will be exchanged for shares of the Stock at the same time and on the same basis as such RSU.

4.NONTRANSFERABILITY.  Notwithstanding anything in this Agreement to the contrary and except as specified below, the RSUs awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and distribution.  You may transfer the RSUs to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners.  For this purpose, “immediate family” means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption.

The terms applicable to the assigned RSUs shall be the same as those in effect for the RSUs immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company may deem appropriate.  You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs under the Plan, and those RSUs shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. Such beneficiary or beneficiaries shall take the transferred RSUs subject to all the terms and conditions of the Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs under the Plan shall not be assignable or transferable.

None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in the Agreement or your transfer of the RSUs.  It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences.  You are entitled to rely upon only the tax advice of your own tax advisors.

5.SALE OF SECURITIES.  Any shares of Stock awarded hereunder may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws.  You agree that (a) the Company may refuse to cause the transfer of such Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and

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(b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of such shares.

6.SERVICE OR EMPLOYMENT RELATIONSHIP.  For purposes of this Agreement, you shall be considered to be in the service of the Company Group as long as you have a service or employment relationship with the Company Group.  The Committee shall determine any questions as to whether and when there has been a termination of such service relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.

7.NOT A SERVICE OR EMPLOYMENT AGREEMENT.  This Agreement is not a service or employment agreement, and no provision of this Agreement shall be construed or interpreted to create a service or employment relationship between you and the Company or any of its Affiliates or guarantee the right to remain as a director of or employed by the Company or any of its Affiliates for any specified term.

8.SECURITIES ACT LEGEND.  If you are an officer or affiliate of the Company under the Securities Act of 1933, you consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with such Act and all applicable rules thereunder.

9.REGISTRATION.  The Shares that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8.

10.LIMIT OF LIABILITY.  Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

11.MISCELLANEOUS.  This Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any.  In the event of a conflict between this Agreement and the Plan provisions, the Plan provisions will control.  The term “you” and “your” refer to the Grantee named in this Agreement.  Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan.

In accepting the award of RSUs set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan.

SUPERMEDIA INC.

By:

Name:

Title:

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