exv10w1






EXHIBIT 10.1


Execution Copy




SEVERANCE AGREEMENT AND RELEASE




     THIS SEVERANCE AGREEMENT AND RELEASE (this “Agreement”) is made by and between Sean Greene
(hereinafter referred to as “Employee”), and Dex One Corporation (hereinafter, unless the context
indicates to the contrary, is deemed to include its subsidiaries, affiliates, and predecessors
referred to as “Dex One” or the “Company”).



          WITNESSETH THAT:




          WHEREAS, Employee was employed by the Company since the date specified in Appendix B; and




          WHEREAS, Employee has been terminated from the Company as of the date set forth in Appendix B;




          WHEREAS, the parties to this Agreement desire to enter into an agreement memorializing certain
benefits and severance compensation payable to Employee;




          NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this
Agreement and of the actions taken pursuant to this Agreement, the parties agree as follows:




          1. Employee’s employment with the Company is terminated, pursuant to Sections 3.1 and 4.2 of
the Dex One Corporation Severance Plan — Senior Vice President (the “Plan”), a copy of which is
attached to this Agreement as Appendix A, effective on the date specified in Appendix B (“Eligible
Termination Date”).




          2. Employee shall be entitled to, and Company hereby agrees to provide to Employee, the
benefits and severance payments, as well as any other entitlements, set forth in the Plan, in
accordance with the provisions of the Plan; provided, however, that in lieu of the Pro Rata Bonus
Payout (as defined in the Plan) to which Employee would otherwise be entitled under the Plan,
Employee shall be entitled to additional severance compensation in the amount of Forty-One Thousand
Two Hundred Fifty Dollars ($41,250) (the “Additional Severance”). Employee acknowledges receipt of
the full amount of the Additional Severance, net of all applicable withholding taxes. In addition,
Employee shall continue to participate in the R.H. Donnelley Corporation 2009 Long-Term Incentive
Program for Executive Officers (the “2009 LTIP”) and shall be eligible to receive a payment of up
to Three Hundred Thirty-Seven Thousand Five Hundred Dollars ($337,500) on or about March 15, 2012
in accordance with the provisions of the 2009 LTIP and subject to the satisfaction of the
performance standards under the 2009 LTIP. Employee acknowledges that any such payment will be in
complete satisfaction of any amounts owed pursuant to the 2009 LTIP and that following such payment
Employee shall have no further rights thereunder. Any payment made under the 2009 LTIP shall be
reduced by all applicable withholding taxes. In addition, Employee shall be entitled to a cost of
living adjustment payment in the amount of Six Thousand Dollars ($6,000) (the “COLA Payment”).
Employee acknowledges receipt of the full amount of the COLA Payment, grossed up for all applicable
withholding taxes. In consideration of any severance benefits provided to Employee pursuant to
the Plan, Employee agrees that he shall be reasonably available to consult by telephone, e-mail, in
person and at mutually convenient times, dates and locations on matters relating to the Company,
and shall cooperate fully with respect to any claims, litigation or investigations, relating to the
Company.




          3. For the purpose of this Agreement, the terms “Confidential Information,” “Proprietary
Information” and “Trade Secrets” shall include, but not be limited to, all information not
generally known to the public at large relating to Dex One’s business and business practices (in
the broadest sense), which is obtained, observed or developed by Employee as a consequence of or
throughout the employment relationship with Dex One and which, if lost, disclosed, compromised or
used other than in performance of Employee’s assigned job duties, could potentially result in (a)
any loss of business, competitive





 









 







disadvantage, financial or operational damage, embarrassment and/or any loss of goodwill to or
for Dex One or (b) unfair competitive advantage to any competitor. Examples of Dex One Trade
Secrets, Confidential Information and Proprietary Information include, but are not limited to,
patterns, processes, formulas, computer and training programs, models, devices, designs,
compilations, promotional, marketing and sales programs and strategies, profit and margin data,
market and/or product research and development data, pricing policies, marketing and promotional
campaigns, operational policies, procedures, methods, processes and materials, lists of customers
and clients, customer preferences, business strategies and methodologies, strategic or business
plans, training manuals and methodologies, employee personnel data, incentive packages,
compensation data and employee performance data, and related information or data that Dex One
furnishes to or obtains from its customers, partners, clients, subsidiaries, parent or related
organizations, all of which Dex One asserts provides Dex One with an opportunity to obtain an
advantage over competitors who do not have access to the same information. In addition, the parties
acknowledge that (a) Dex One has in the past and may in the future devote significant time, effort
and money to identifying and attracting new clients and expanding into new markets, (b) Dex One
enjoys a widespread reputation for quality and service which has earned Dex One valuable good-will,
and (c) Dex One’s recruitment and training of high quality sales, marketing and operations
personnel is a significant factor in its success, (d) so that accordingly all relevant information
concerning each of these factors shall also be deemed to constitute Dex One Trade Secrets,
Confidential Information and Proprietary Information. Without limiting the generality of the
foregoing, the existence and terms and conditions of this Severance Agreement and Release shall
also constitute Confidential Information of Dex One.




          4. The parties acknowledge that as a result of Employee’s employment relationship with Dex
One, Employee has been exposed to and has had access to Dex One’s Trade Secrets, Confidential
Information and Proprietary Information, the disclosure or unauthorized use of which would cause
irreparable harm to Dex One. Accordingly, the parties agree to the following provisions:




          (a) Employee will not for all time use or use for others or in any way assist others to use,
disclose, communicate, furnish, divulge or make accessible to others, any of Dex One’s Trade
Secrets, Proprietary Information or Confidential Information, unless authorized to do so by Dex One
in writing; and




          (b) Upon Employee’s Eligible Termination Date or at any time prior to the Eligible Termination
Date as the Company may request, Employee will immediately return to Dex One any and all property,
documents or records in the Employee’s possession, custody or control that constitute Dex One’s
Trade Secrets, Proprietary Information or Confidential Information; provided, however, that
Employee may retain a copy of his electronic contacts file.




          5. Employee shall not make any (i) derogatory statement about the Company or its officers or
employees or (ii) written or oral statement, news release or other announcement relating to
Employee’s employment by the Company or relating to the Company, its business, affiliates, business
partners, clients, customers or personnel, in each case which is designed or reasonably likely to
embarrass, malign, criticize or defame or result in the disrepute of any of the foregoing persons.




          6. To the extent the Company is not obligated to publicly disclose some or all of the terms of
this Agreement (either in a filing with the Securities and Exchange Commission or otherwise),
Employee agrees:




          (a) to keep the existence and terms of this Agreement in strict confidence, provided that
Employee may disclose the terms of the Agreement to his immediate family, state or federal
administrative agencies including taxing authorities, and those with a legal or financial need to
know, such as his lawyer or accountant, in which case, Employee is required to disclose to the
receiving party, in full, the confidentiality and non-disparagement provisions within this
Agreement, and Employee shall bear full responsibility for any breach of such provisions by the
receiving party; and







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          (b) that he will not discuss the terms of this Agreement, or the fact that a monetary payment
was made with any third party (except those with a legal or financial need to know), including
without limitation any former, present, or future employee of the Company.




          This paragraph specifically prohibits disclosure of any of the alleged facts and circumstances
that form the basis of Employee’s termination of employment. This Agreement shall not be admissible
in any legal proceeding except in an action to enforce this Agreement or in litigation arising out
of the alleged breach of this Agreement.




          Employee further agrees that if he is required to make disclosures regarding the Company or
this Agreement pursuant to a subpoena or judicial or administrative order, he shall immediately
notify the General Counsel of the Company in writing upon its receipt and prior to responding to
such subpoena or order.




          7. Employee agrees that in the event of any breach of the covenants contained in paragraphs 1,
2, 3, 4, 5 or 6, in addition to any other legal or equitable remedies that may be available to the
Company, the Company may (a) obtain specific performance against Employee and/or (b) cease all
payments required to be made to Employee under the Plan and this Agreement and recover all such
payments previously made to Employee pursuant to the Plan and this Agreement. The foregoing
sentence is not intended, nor shall it be construed, to limit Employee’s right to dispute the
factual basis underlying any claim by the Company for such remedy. The parties agree and
acknowledge that any such breach or threatened breach would cause irreparable injury to the Company
that cannot reasonably or adequately be quantified and that such relief does not constitute in any
way a penalty or forfeiture. Employee further acknowledges that if any action in law or in equity
is necessary to enforce or interpret the terms of this Agreement, the non-prevailing party shall be
responsible for all reasonable costs and expenses, including attorneys’ fees, incurred by the
prevailing party.




          8. In consideration of the covenants of the Company set forth herein and the other valuable
consideration and benefits provided to Employee by the Company hereunder, and as required by the
Plan, Employee, Employee’s family, representatives, heirs, executors, administrators, successors
and assigns release and forever discharge the Company and its successors, assigns, subsidiaries and
affiliates, and their respective past and present directors, officers, employees, attorneys,
agents, insurers, and their employee benefit plans and programs and their trustees, fiduciaries or
administrators (hereafter referred to collectively as “Releasees”) from any and all claims,
demands, debts, damages, injuries, actions or rights of action of any nature whatsoever, whether
known or unknown which Employee had, now has or may have against the Company and any or all
Releasees from the beginning of Employee’s employment to and including the date of this Agreement
relating to or arising out of Employee’s employment with the Company or the termination of such
employment, whether based on tort, contract (express or implied, oral or written), common law, or
any federal, state, or local statute, regulation, ordinance, or other law, other than a claim with
respect to a vested right Employee may have to receive benefits under any plan maintained by the
Company or where such a release is otherwise prohibited by law. Employee represents that Employee
has not filed any action, complaint, charge, grievance or arbitration against the Company or any of
the Releasees. By releasing the claims described in this Paragraph 8, Employee does not waive any
claims that cannot be waived as a matter of law.




          Employee understands that there are various federal, state, and local laws that prohibit
employment discrimination on the basis of, among other things, age, sex, race, color, national
origin, religion, and disability, and that these laws are enforced by various government agencies.
Employee intends to give up any rights Employee may have under these laws or any other federal or
state statute or common law. Employee understands that his waiver of claims and his release as
contained in this Agreement includes, but is not limited to, claims for breach of an implied or
express employment contract, claims for wrongful discharge, claims under the Age Discrimination in
Employment Act, claims under the Older Workers Benefits Protection Act, claims under the Americans
with Disabilities Act, claims under Title VII of the Civil Rights Act of 1964, claims under
Sections 1981 through 1988 of Title 42 of the United States Code, claims under The Employee
Retirement Income Security Act of 1974, except for any vested benefits under any tax qualified
benefit plan, claims under The Immigration Reform and Control Act,






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claims under the Worker Adjustment and Retraining Notification Act and any state layoff or
plant closing law, claims under The Fair Credit Reporting Act, claims under The Family and Medical
Leave Act, claims under The Equal Pay Act, claims under The Sarbanes-Oxley Act, to the extent
permitted by law, claims under the California Fair Employment and Housing Act, claims under federal
and state family leave laws, employment and discrimination claims under California or North
Carolina law, and any other claims pursuant to any other federal, state, or local law or regulation
regarding discrimination or employment.




          9. Employee understands and expressly agrees that this Agreement extends to all claims of
every nature and kind whatsoever, known or unknown, suspected or unsuspected, past or present,
which Employee has or may have against the Company and Releasees, and all rights under section 1542
of the California Civil Code are hereby expressly waived by Employee. Such section reads as
follows:





A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.



          Employee agrees that he has read this Agreement, including the general release provisions and
the waiver of California Civil Code Section 1542. Employee further agrees that he has had the
opportunity to consult an attorney about the Agreement and specifically about the waiver of Civil
Code Section 1542. Employee acknowledges that he understands this Agreement and the Civil Code
Section 1542 waiver. Employee also affirms that he freely and knowingly enters into this
Agreement.




          Employee acknowledges that he may later discover facts different from or in addition to those
he knows or now believes to be true with respect to the matters released or described in this
Agreement. Employee agrees that the releases and agreements set forth in this Agreement will
remain effective in all respects notwithstanding any later discovery by Employee of any different
or additional facts. Employee agrees that he assumes any and all risk of any mistake in connection
with the true facts involved in the matters, disputes, or controversies described in this
Agreement.




          10. Employee affirms he has not filed, caused to be filed, or is presently a party to any
claim, complaint, or action against the Company or any of the Releasees in any forum or form.
Employee also affirms he has been paid or has received all leave (paid or unpaid), compensation,
wages, bonuses, commissions, severance or benefits to which he may be entitled up to the date of
this Agreement, and that no other leave (paid or unpaid), compensation, wages, bonuses,
commissions, severance or benefits are due to him, except as provided in this Agreement. Employee
also affirms he has no known workplace injuries or occupational diseases, and that he has been
provided or has not been denied any leave requested under the Family and Medical Leave Act or any
other state or local law providing for leave. Employee also affirms that he has not divulged any
proprietary or confidential information of the Company and will continue to maintain the
confidentiality of such information consistent with the Company’s policies and his agreement(s)
with the Company and/or common law.




          Employee further affirms that he has not been retaliated against for reporting any allegations
of wrongdoing by any Releasees, including but not limited to the Company and it officers, including
any allegations of corporate fraud. Both Parties acknowledge that this Agreement does not limit
either party’s right, where applicable, to file or participate in an investigative proceeding of
any federal, state or local government agency. To the extent permitted by law, Employee agrees
that if such administrative claim is made, he shall not be entitled to recover any individual
monetary relief or other individual remedies.




          Employee affirms that all of the Company’s decisions regarding Employee’s pay and benefits
through the date of Employee’s separation of employment were not discriminatory based on age,
disability, race, color, sex, religion, national origin or any other classification protected by
law.







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          11. Except as otherwise prohibited by law, Employee covenants that neither Employee, nor any
of Employee’s respective heirs, representatives, successors or assigns, will commence, prosecute or
cause to be commenced or prosecuted against the Company or any of the Releasees any action or other
proceeding based upon any claims, demands, causes of action, obligations, damages or liabilities
which are being released by this Agreement, nor will Employee seek to challenge the validity of
this Agreement, except that this covenant not to sue does not affect Employee’s future right to
enforce appropriately the terms of this Agreement in a court of competent jurisdiction.




          12. Employee acknowledges that:




          (a) Employee has been advised to consult with an attorney of his own choice about the meaning
and effect of this Agreement because Employee waives important rights by signing this Agreement,
including rights to sue for age discrimination under the Age Discrimination in Employment Act;




          (b) Employee has had a period of twenty-one (21) days within which to consider this Agreement;




          (c) Employee agrees that any modifications, material or otherwise, made to this Agreement do
not restart or affect in any manner the original up to twenty-one (21) calendar day consideration
period;




          (d) Employee has a period of seven (7) days from the date that Employee signs this Agreement
within which to revoke it and that this Agreement will not become effective or enforceable until
the expiration of this seven (7) day revocation period. To be effective, Employee’s revocation must
be in writing and delivered either by mail or by hand within the 7-calendar day period to: Dex One
Corporation, Human Resources, 1001 Winstead Drive, Cary, North Carolina 27513. If by mail, the
revocation must be: (1) postmarked within the seven (7) calendar day revocation period, (2)
properly addressed, and (3) sent by certified mail, return receipt requested; and




          (e) Employee fully understands the terms and contents of this Agreement and freely,
voluntarily, knowingly and without coercion enters into this Agreement. Employee also understands
and agrees that Employee would not receive the monies and/or benefits specified herein, except for
Employee’s execution of this Agreement and the fulfillment of the promises herein contained.




          13. This Agreement and the Appendices hereto constitute the entire agreement of the parties
with respect to the subject matter hereof and all prior negotiations or representations between the
parties with respect to the subject matter of this Agreement are superseded hereby. It shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors,
assigns, heirs and legal representatives but neither this Agreement nor any rights hereunder shall
be assignable by Employee without the Company’s written consent. This Agreement may be amended only
by a subsequent written agreement executed by both an officer of Dex One and by the Employee named
herein.




          14. If for any reason any one or more of the provisions of this Agreement shall be held or
deemed to be inoperative, unenforceable or invalid by a court of competent jurisdiction, such
circumstances shall not have the effect of rendering such provision invalid in any other case or
rendering any other provisions of this Agreement inoperative, unenforceable or invalid, and all
such other provisions shall remain in full force and effect, and it is the express intent of the parties that any such
affected provision shall be read by such court to be as broad and restrictive as possible without
being found to be inoperative, unenforceable or invalid.




          15. This Agreement shall be construed in accordance with the laws of the State of California
(without regard to the state’s conflict of law provisions), except to the extent superseded by
applicable federal law. Employee expressly consents that any action or proceeding relating to this
Agreement initiated by Employee will only be brought in a court located in Los Angeles, California.






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          16. The parties agree that neither this Agreement nor the furnishing of the consideration for
this Agreement shall be deemed or construed at any time for any purpose as an admission by
Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.




          IN WITNESS WHEREOF, Employee and Dex One Corporation, by its duly authorized officer, have
hereunder executed this Agreement.




	 	 	 	 	 
	 	 	 
	Dated: April 7, 2011 	/s/ Sean Greene
 	 
	 	Sean Greene 	 



	 	 	 	 	 
	 	DEX ONE CORPORATION

 	 
	 	By:  	                                     /s/ Gretchen Zech
 	 
	 	 	Name:  	Gretchen Zech 	 
	 	 	Title:  	SVP/Human Resources 	 



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APPENDIX A




Dex One Corporation

Severance Plan — Senior Vice President



[Copy Attached]



 









 





APPENDIX B



Employee’s Hire Date was: August 4, 2003



Employee’s Termination Date is: March 31, 2011