exv10w2






EXHIBIT 10.2




Execution Copy




SEVERANCE AGREEMENT AND RELEASE




     THIS SEVERANCE AGREEMENT AND RELEASE (this “Agreement”) is made by and between George Bednarz
(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 Seventy-Five
Thousand Dollars ($75,000) (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 One
Million Dollars ($1,000,000) 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 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, personnel data, incentive packages, compensation data
and employee performance data, securities transactions by employees, 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. During the twelve (12) months following the Eligible Termination Date, Employee will not
engage in any of the following activities on Employee’s own behalf or in any capacity on behalf of
another person, company or other entity (collectively “others”):




          (a) Engage in any business (or assist others to engage in any business) that is Directly
Competitive with Dex One’s Business;




          (b) Have any Material Interest in any person, company or entity that is Directly Competitive
with Dex One’s Business;




          (c) Directly or indirectly induce, encourage or solicit an employee of Dex One to terminate
his or her employment with Dex One; or




          (d) Solicit, accept business from, serve, divert, or assist others in soliciting, accepting
business from, serving or diverting any Customer or Prospective Customer of Dex One with whom
Employee had any contact on behalf of Dex One during the last twelve months of Employee’s
employment with Dex One.




          As used in this Paragraph 5, the following terms shall have the meanings specified immediately
below:




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	 	•	 	“Dex One’s Business” means the provision of a broad range of marketing products and
services to generate customer leads for local, regional and national businesses, including
developing messaging, optimizing marketing programs and leveraging products such as online
and mobile search solutions, print and online yellow pages directories, voice based search
platforms, a large pay-per-click ad network, and related products and services.
	 
	 	•	 	“Directly Competitive” means any business or activity that is the same as or
substantially similar to Dex One’s Business.
	 
	 	•	 	“Material Interest” means the ownership of more than five percent (5%) of the total
outstanding equity of a company or other entity, or the right to control the management,
operations or affairs of others, or the exercise of control over or the management of
others.
	 
	 	•	 	“Customer” means any person, company or other entity that has entered into an agreement
or similar business arrangement with Dex One relating to Dex One’s Business.
	 
	 	•	 	“Prospective Customer” means any person, company or other entity that Dex One reasonably
identifies as a potential customer and who, at any time during the last twelve months of
Employee’s employment with Dex One, Employee had knowledge that Dex One has had contact
with concerning that person, company or other entity becoming a customer of Dex One.




Each of Employee’s obligations under this Agreement shall benefit each of Dex One’s parent,
subsidiary and affiliated companies (each a “Related Company”) to the same extent as if such
obligations were expressly and separately stated as being owed to each Related Company and that
each Related Company is intended to be a third party beneficiary of this Agreement and is entitled
to enforce the provisions in this Agreement included for its protection.



Employee agrees to disclose the foregoing covenants and restrictions set forth in this Paragraph 5
to all of Employee’s prospective employers during the duration of the covenants set forth above.
Employee also agrees and acknowledges that this Agreement does not impair Employee’s ability to
earn a livelihood, is not a restraint on trade, and that the restrictions and provisions set forth
herein are reasonable in time and geographic scope.




          6. 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.




          7. 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, except as required
by Paragraph 5 above and applicable law, 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




          (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.




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          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.




          8. Employee agrees that in the event of any breach of the covenants contained in paragraphs 1,
2, 3, 4, 5 (particularly, but not limited to, disclosure of the existence or terms of this
Agreement), 6 or 7, 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.




          9. 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, asserted or unasserted, 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. 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 9, 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, 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





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under The North Carolina Equal Employment Practices Act, claims under The
North Carolina Parental Leave Law for School Involvement, claims under The North Carolina Smokers’
Rights Law, claims under The North Carolina Persons With Disabilities Protection Act, claims under
The North Carolina Communicable Disease Law, claims under The North Carolina Discrimination on the
Basis of Sickle Cell Trait Law, claims under The North Carolina Genetic Testing Law, claims under
The North Carolina Retaliatory Employment Discrimination Law, claims under The North Carolina Wage
and Hour Act, claims under The North Carolina Occupational Safety and Health Act, as amended, and
any other claims pursuant to any other federal, state, or local law or regulation regarding
discrimination or employment.




          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.




          11. 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;




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          (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 contained herein.




          13. This Agreement and the Appendices hereto constitute the entire agreement of the parties
and all prior negotiations or representations between the parties with respect to their subject
matter are superseded by this Agreement. 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. In addition, this Agreement supersedes (and evidences the mutual
termination of) any prior employment or compensation agreement, whether written, oral or implied in
law or implied in fact between Employee and the Company. 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 North
Carolina (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 the
State of North Carolina.




          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.




[The remainder of this page is intentionally left blank.]






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




	 	 	 	 	 
	 	 	 
	Dated: April 26, 2011 	/s/ George Bednarz
 	 
	 	George Bednarz 	 
	 	 	 
	 
	 	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 Original Hire Date was: October 1, 1975




Employee’s Termination Date was: March 31, 2011