**Exhibit 10.34**
**SEPARATION AGREEMENT**
     SEPARATION AGREEMENT (this “Agreement”) dated as of July 15, 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 John Soenksen **(“Executive”)**, to beeffective as of the Effective Date.
     WHEREAS, the Company, GXS and Executive entered into theEmployment Agreement dated as of August 4, 2003 (the **“EmploymentAgreement”**);
     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 August 31, 2004 (the **“Separation Date”**), Executive’s employment with the Company will be terminated,together with all other positions which he holds with the Company, GXS, and theirsubsidiaries and affiliates.
     2.* Separation Payments 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 Employee Innovation and ProprietaryInformation Agreement dated August 4, 2003 (the **“Proprietary Agreement”**)between Executive and the Company, Executive shall receive the followingbenefits and payments, reduced by any required withholding of taxes, insatisfaction of the Company’s obligations to Executive under theEmployment Agreement or otherwise:
     (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.*Within two weeks after the EffectiveDate, the Company shall pay to Executive a lump sum in cash equalto $375,000, which represents the sum of (i) $50,000 representing apro rataportion (through the Separation Date) of his minimum guaranteedbonus as defined in the Employment Agreement (which is $75,000 forcalendar year 2004) and (ii) the sum of (A) Executive’s current base salary(which is $250,000 on an annualized basis) and (B) his minimum guaranteedbonus (which is $75,000).
     (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 Schedule I.The Options (and any stock acquired on exercise thereof) shall remainsubject to the terms of the GXS Stock Incentive Plan and the applicableoption agreement (together, the **“Option Agreement”**), including but notlimited to any rights of repurchase by GXS. Any vested Options notexercised in the time period set forth in the Option Agreement shallterminate.
     (d) For a period of 90 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.
     (e) Until August 31, 2005 or Executive obtains other full-timeemployment, whichever occurs first, Executive may continue toparticipate in those Company medical and dental benefit plans inwhich he was enrolled as of June 30, 2004 provided that Executive promptlypays all (i) contribution rates applicable for an employee withExecutive’s current base salary and for the type of coverage in which Executivewas enrolled as of June 30, 2004, and (ii) required co-payments.
     (f) Company shall provide Executive with executiveoutplacement services through the firm of Dinte Resources, Inc. toassist Executive in obtaining other employment.
     3. *Release.*Executive agrees to and does fully and completelyrelease, discharge and waive any and all claims, complaints, causes of actionor demands of 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 by reason of any event, matter, cause or thing which has occurredprior to the Effective Date in Executive’s capacity as an employee orsecurityholder of the Company or its affiliates or otherwise (**“Claims”**).Executive understands and accepts that this Agreement specifically covers, butis not limited to, any and all Claims which Executive has or may have againstthe Company, GXS and their affiliates relating in any way to his employmentarrangements or to compensation, or to any other terms, conditions orcircumstances of his former employment with the Company and its affiliates, andto the termination of such employment, whether for severance or based onstatutory or common law claims for employment discrimination (including underthe Age Discrimination in Employment Act), wrongful discharge, breach ofcontract or any other theory, whether legal or equitable. Executiveacknowledges that this Release shall extend to unknown, as well as knownclaims, and hereby waives the application of any provision of law that purportsto limit the scope of a general release. Notwithstanding the foregoing,Executive does not waive any rights which he
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may be entitled to seek to enforce this Agreement or to seek indemnificationwith respect to liability incurred by Executive as an officer or director ofthe Company or its affiliates. Executive agrees the obligations set forth inSection 2 of this Agreement are the only outstanding obligations of the Companyand its affiliates to Executive.
     4. *Confidentiality;No Disparagement.*(a) Executive agrees not tomake negative statements or representations, or otherwise communicatenegatively, directly or indirectly, in writing, orally, or otherwise, ortake any action which may, directly or indirectly, disparage or be damaging to theCompany, its subsidiaries, affiliates, successors or their officers,directors, employees, business or reputation. Executive agrees not to participate inthe publication of any information concerning the facts underlying thetermination of his employment and this Agreement, other than in cooperation with GXS andthe Company.
     (b) Each of the Company and GXS agrees that it shall not, and shallnot authorize any of its officers, directors, agents, employees or otherrepresentatives to, make negative statements or representations, or otherwisecommunicate negatively, directly or indirectly, in writing, orally orotherwise, which may, directly or indirectly, in any way be intended todisparage or be damaging to Executive.
     5. *Covenants.*(a) Executive acknowledges and agrees that he willcontinue to be bound by the Proprietary Agreement. Without limiting theforegoing, Executive agrees to continue to protect all secret orconfidential information of the Company or its affiliates obtained by Executive as aresult of his position or involvement with the Company and its affiliates. Inrecognition of such fact, Executive agrees not to disclose any of such secret orconfidential information to any person or other entity for any reason or purposewhatsoever and not to make use of any such information for his own purposes or forthe benefit of any person or other entity. Executive agrees to deliver to theCompany all memoranda, notes, devices documents, and other data, together with allcopies thereof, and any other material relating to the business of the Companyand 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 engagein, be connected with, or have any interest in, any firm or person whichdirectly competes with a line or lines of business which the Company, GXS orany of their subsidiaries was engaged in or sought to be engaged in during theEmployment Term; *provided*that Executive may (i) purchase securities in anycorporation whose securities are listed or traded on a national securitiesexchange or in an over-the-counter securities market if such purchases do notresult in Executive beneficially owning, directly or indirectly, at any time 5%or more of the equity securities of any such
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corporation and (ii) be an employee, independent contractor or officer of anysuch firm or person provided Executive has no direct or indirect duties orresponsibilities with respect to any activities of such firm or person whichare competitive with any line or lines of business of the Company, GXS or anyof their subsidiaries.
     (c) For a period of 12 months after the Separation Date, Executiveshall not, directly or indirectly:
     (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 affiliatesto ensure an orderly transition, in such a manner and at such times as the Companyshall reasonably request.
     6. *Remedies.*(a) Executive acknowledges and agrees that the Company’sremedies at law for a breach or threatened breach of any of the provisions ofSection 5 would be inadequate and, in recognition of this fact, Executiveagrees that, in the event of a breach or threatened breach, in addition to anyremedies at law, the Company, without posting any bond, shall be entitled toobtain equitable relief in the form of specific performance, temporaryrestraining order, temporary or permanent injunction or any other equitableremedy which may 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.
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     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’s employment and supercedes any other agreements or plans with the Company,GXS and their affiliates pursuant to which Executive may have rights(including the Employment Agreement), except that the terms of the ProprietaryAgreement and Option Agreement shall continue in full force and effect. It may notbe altered, modified or amended except by a written agreement signed by bothparties hereto.
     8.* Effectiveness.*Executive has been advised, and understands, that(i) Executive has 21 days to consider this Agreement (which shall beconsidered waived should Executive execute this letter prior to the lapse of such 21days), (ii) Executive can revoke this Agreement during a period of 7 daysfollowing its execution, and (iii) this Agreement will become effective and enforceableupon the expiration of the revocation period (the **“Effective Date”**).
     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 of such party’s rights or deprive such party of the right thereafter toinsist upon strict adherence 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 ofthis Agreement 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 and shall be assignable by the Company only to an affiliate or successor ofthe Company.
     12.* Acknowledgment.*Executive acknowledges that Executive hascarefully read this Agreement, fully understands and accepts all of itsprovisions and signs it voluntarily of Executive’s own free will. Executive furtheracknowledges that he has been provided a full opportunity to review andreflect on the terms of this Agreement and to seek the advice of legal counsel ofhis choice.
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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.