**Exhibit 10.33**
**SEPARATION AGREEMENT**
     SEPARATION AGREEMENT (this “Agreement”) dated as of May 21, 2004 by andamong Global eXchange Services, Inc., a Delaware corporation (together with itssuccessors, the **“Company”)**, GXS Holdings, Inc., a Delaware corporation(together with its successors, **“GXS”**), and James Macioce **(“Executive”)**, to beeffective as of the Effective Date.
     WHEREAS, the Company, GXS and Executive entered into the EmploymentAgreement dated as of September 30, 2002 (the **“Employment Agreement”**);
     NOW THEREFORE, in consideration of the mutual covenants and agreements ofthe parties set forth in this Agreement, the parties hereto agree as follows:
     1. *Separation.* Effective as of July 1, 2004 (the **“Separation Date”)**,Executive’s employment with the Company will be terminated, together withall other positions which he holds with the Company, GXS, and theirsubsidiaries and affiliates.
     2. *SeparationPayments and Benefits.* Subject to Executive’sexecution of the release set forth in Section 3 hereof and his compliancewith the provisions of this Agreement and the Proprietary Information andInventions Agreement dated January 13, 2003 (the **“Proprietary Agreement”)**betweenExecutive and the Company, Executive shall receive the following benefitsand payments, reduced by any required withholding of taxes, in satisfaction ofthe Company’s obligations to Executive under the Employment Agreement orotherwise:
     (a) *Accrued Compensation.*The Company has paid or shallpay Executive any accrued but unpaid compensation through theSeparation Date as required by applicable law.
     (b) *Severance Payments.*As soon as practicable after theEffective Date but in no event later than July 7, 2004, the Companyshall pay to Executive a lump sum in cash equal to $393,750 whichrepresents the sum of (i) $56,250 representing a pro rata portion (through theSeparation Date) of the most recent Annual Bonus (as defined in theEmployment Agreement) paid to Executive (which was $112,500 forcalendar year 2003) and (ii) the sum of (A) Executive’s currentbase salary (which is $225,000 on an annualized basis) and (B) the most recentAnnual Bonus paid to Executive (which was $112,500 for calendaryear 2003).
 

 

     (c)* Equity.*As of the Effective Date, the portion of any optionto purchase shares of stock of GXS (the **“Options”**) held byExecutive as of the Separation Date that would have become vested andexercisable within the 12-month period following the Separation Date shallimmediately become vested and exercisable, as set forth on ScheduleI. The Options (and any stock acquired on exercise thereof) shallremain subject to the terms of the GXS Stock Incentive Plan and theapplicable option agreement (together, the **“OptionAgreement”**), including butnot limited to any rights of repurchase by GXS. Any vested Options notexercised in the time period set forth in the Option Agreementshall terminate.
     (d) For a period of 60 days after the Separation Date, Companyshall make available to Executive continued use of Executive’scurrent voicemail and email addresses on Company’s systems; all costs ofsuch usage by Executive shall be reimbursed by Executive to Company uponCompany’s request.
     3.* Release.*Executive agrees to and does fully and completely release,discharge and waive any and all claims, complaints, causes of action ordemandsof whatever kind which Executive has or may have, whether known orunknown,against the Company. GXS, their subsidiaries, stockholders, affiliates,predecessors and successors and all their officers, directors, andemployees byreason of any event, matter, cause or thing which has occurred prior totheEffective Date in Executive’s capacity as an employee or securityholder oftheCompany or its affiliates or otherwise (**“Claims”**). Executive understandsandaccepts that this Agreement specifically covers, but is not limited to,any and allClaims which Executive has or may have against the Company, GXS and theiraffiliates relating in any way to his employment arrangements or tocompensation,or to any other terms, conditions or circumstances of his formeremployment withthe Company and its affiliates, and to the termination of such employment,whether for severance or based on statutory or common law claims foremployment discrimination (including under the Age Discrimination inEmployment Act), wrongful discharge, breach of contract or any othertheory,whether legal or equitable. Executive acknowledges that this Release shallextendto unknown, as well as known claims, and hereby waives the application ofanyprovision of law that purports to limit the scope of a general release.Notwithstanding the foregoing, Executive does not waive any rights whichhemay be entitled to seek to enforce this Agreement or to seekindemnification withrespect to liability incurred by Executive as an officer or director ofthe Companyor its affiliates. Executive agrees the obligations set forth in Section 2of thisAgreement are the only outstanding obligations of the Company and itsaffiliatesto Executive.
     4.* Confidentially; No Disparagement,*(a) Executive agrees not tomake negative statements or representations, or otherwise communicatenegatively, directly or indirectly, in writing, orally, or otherwise,or take any
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action which may, directly or indirectly, disparage or be damagingto the Company, its subsidiaries, affiliates, successors or their officers,directors, employees, business or reputation. Executive agrees not toparticipate in the publication of any information concerning the factsunderlying the termination of his employment and this Agreement, other thanin cooperation with GXS and the Company.
     (b) Each of the Company and GXS agrees that it shall not, andshall not authorize any of its officers, agents, employees or otherrepresentatives to, make negative statements or representations, orotherwise communicate negatively, directly or indirectly, in writing,orally or otherwise, which may, directly or indirectly, in any waydisparage or be damaging to Executive.
     5. *Covenants.*(a) Executive acknowledges and agreesthat he willcontinue to be bound by the Proprietary Agreement. Without limiting theforegoing, Executive agrees that all Proprietary Information (as defined in theProprietary Agreement) obtained by Executive as a result of his position orinvolvement with the Company and its affiliates shall be consideredconfidential.In recognition of such fact, Executive agrees not to disclose any of suchProprietary Information to any person or other entity for any reason or purposewhatsoever and not to make use of any Proprietary Information for his ownpurposes or for the benefit of any person or other entity. Executive agrees todeliver to the Company all memoranda, notes, devices documents, and otherdata,together with all copies thereof, and any other material relating to thebusiness of the Company and its affiliates.
     (b) For a period of 12 months after the Separation Date, Executiveshall not, on his account, or as an employee, consultant, independentcontractor,partner, owner, officer, director or stockholder, engage in, beconnected with,have any interest in, or aid or assist anyone else to engage in, beconnected with,or have any interest in, any firm or person which directly competeswith a line orlines of business which the Company, GXS or any of their subsidiarieswasengaged in or sought to be engaged in during the Employment Term;*provided*that Executive may (i) purchase securities in any corporation whosesecurities arelisted or traded on a national securities exchange or in anover-the-countersecurities market if such purchases do not result in Executivebeneficially owning,directly or indirectly, at any time 5% or more of the equitysecurities of any suchcorporation and (ii) be an employee, independent contractor orofficer of any suchfirm or person provided Executive has no direct or indirect duties orresponsibilities with respect to any activities of such firm orperson which arecompetitive with any line or lines of business of the Company, GXS orany oftheir subsidiaries.
     (c) Fora period of 12 months after the Separation Date, Executiveshall not, directly or indirectly:
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     (i) induce or attempt to induce any employee of the Company,GXS or their subsidiaries be employed or perform services elsewhere;
     (ii) solicit or attempt to solicit the trade of anyindividual or entity which, at the time of such solicitation, is acustomer of the Company, GXS or any of their subsidiaries or which theCompany, GXS or any of their subsidiaries is undertaking reasonablesteps to procure as a customer at the time of or immediately precedingtermination of employment; *provided, however,*that this limitation shallonly apply to any product or service which is in competition with aproduct or service of the Company, GXS or any of their subsidiaries.
     (d) In connection with the termination of Executive’s employmenthereunder, Executive shall cooperate with the Company and its affiliates toensure an orderly transition, in such a manner and at such times as the Companyshall reasonably request.
     6. *Remedies.*(a) Executive acknowledges and agrees that theCompany’s remedies at law for a breach or threatened breach of any of theprovisions of Section 5 would be inadequate and, in recognition of thisfact,Executive agrees that, in the event of a breach or threatened breach, inaddition toany remedies at law, the Company, without posting any bond, shall beentitled toobtain equitable relief in the form of specific performance, temporaryrestrainingorder, temporary or permanent injunction or any other equitable remedywhichmay then be available.
     (b) It is expressly understood and agreed that although Executiveand the Company consider the restrictions contained in Section 5 to bereasonable, if a final judicial determination is made by a court of competentjurisdiction that any restriction contained in this Agreement is anunenforceable restriction against Executive, the provisions of this Agreementshall not be rendered void but shall be deemed amended to apply to the maximumextent as such court may judicially determine or indicate to be enforceable.Alternatively, if any court of competent jurisdiction finds that anyrestriction contained in this Agreement is unenforceable, and such restrictioncannot be amended so as to make it enforceable, such finding shall not affectthe enforceability of any of the other restrictions contained herein.
     7. *Entire Agreement; Amendment.*This Agreement, together with theProprietary Agreement and the Option Agreement, contains the entireunderstanding of the parties with respect to the termination ofExecutive’semployment and supercedes any other agreements or plans with the Company,GXS and their affiliates pursuant to which Executive may have rights(includingthe Employment Agreement), except that the terms of the ProprietaryAgreementand Option Agreement shall continue in full force and effect. It may notbealtered, modified or amended except by a written agreement signed by bothparties hereto.
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     8.* Effectiveness.*Executive has been advised, and understands, that(i) Executive has 21 days to consider this Agreement (which shall beconsideredwaived should Executive execute this Agreement prior to the lapse of such21 days), (ii) Executive can revoke this Agreement during a period of 7 daysfollowing its execution, and (iii) this Agreement will become effectiveand enforceable upon the expiration of the revocation period (the **“EffectiveDate”)**.
     9.* No Waiver.*The failure of a party to insist upon strict adherence toany term of this Agreement on any occasion shall not be considered awaiver ofsuch party’s rights or deprive such party of the right thereafter toinsist upon strictadherence to that term or any other term of this Agreement.
     10.* Severability.*In the event that any one or more of the provisions ofthis Agreement shall be or become invalid, illegal or unenforceable in anyrespect,the validity, legality or enforceability of the remaining provisions ofthisAgreement shall not be affected thereby.
     11.* Assignment.*This Agreement shall inure to the benefit of and bebinding upon the parties hereto and their respective heirs,representatives,successors and assigns. This Agreement shall not be assignable byExecutive andshall be assignable by the Company only to an affiliate or successor oftheCompany.
     12.* Acknowledgment.*Executive acknowledges that Executive hascarefully read this Agreement, fully understands and accepts all of itsprovisionsand signs it voluntarily of Executive’s own free will. Executive furtheracknowledges that he has been provided a full opportunity to review andreflecton the terms of this Agreement and to seek the advice of legal counsel ofhischoice.
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     13. *Governing Law.*This Agreement shall be governed by andconstrued in accordance with the laws of the State of Maryland.      GLOBAL EXCHANGE SERVICES, INC.