Common use of Special Vesting Rules Clause in Contracts

Special Vesting Rules. If, before the Award becomes vested, the Optionee’s employment with Idearc terminates by reason of the Participant’s death, or is terminated by Idearc without Cause or by reason of the Participant’s Disability (as defined in the Employment Agreement), or is terminated by the Participant for Good Reason pursuant to the Employment Agreement, then the Award will thereupon become fully vested; provided, however, that the value of the Participant’s PSU Account will not be determined and the amount thereof (if any) will not be payable until the completion of the Performance Period, and provided further 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.

Special Vesting Rules. If, before the Award becomes vested, (A) the OptioneeParticipant’s employment with Idearc terminates SuperMedia is terminated by reason of the Participant’s death, or (B) the Participant’s employment with SuperMedia is terminated by Idearc SuperMedia without Cause “Cause” or by reason of the Participant’s Disability “Disability” (as such terms are defined in the Employment Agreement), or (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 the value of the Participant’s PSU Account will not be determined and the amount thereof (if any) will not be payable until the completion of the Performance Period, and provided further 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.