HianikSeverance (1)






Exhibit 10.46
SEVERANCE  AGREEMENT  AND RELEASE


THIS  SEVERANCE  AGREEMENT   AND RELEASE  (this "Agreement")   is made  by and between Mark W.  Hianik  (hereinafter  referred  to as "Employee"),  and  Dex One Corporation   (hereinafter,  unless he  context  indicates  to  the  contrary,  is  deemed  to  include  its subsidiaries,   affiliates,   predecessors, successors  and assigns, 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




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







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 "Pian"),  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-One   Thousand  and  Sixty­ Three  Dollars  ($71,063)  (the "Additional  Severance").  As required  by the Plan, the  receipt  of the benefits and severance  payments,  as well as the Additional  Severance,  is contingent  upon Employee  signing (and not revokinq)  and complying  with the promises  made in this Agreement.


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   andlor  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 andlor 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 acknowledgethat (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  Agreement  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,   Confidential   Information   and  Proprietary   Information;   provided,   however,  that Employee  may retain a copy of his or her 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  in which  or as a part of which  he would  perform services  that are the  same  or  substantially   similar  to  those  Employee  performed  for  the  Company   (this  subparagraph restricts  competition  only within the geographic  territories  for which Employee  was responsible  during his or her employment  with the Company);


(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  with whom he had direct personal contact to terminate  his or her employment  with Oex One; or


(d)     Directly  or  indirectly   solicit  or  attempt  to  solicit   any  business   that  is  Directly Competitive   with  Dex  One's  Business  from  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:


		
	•
	"Oex 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 Oex 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, affiliated  companies,   predecessors,   successors   and assigns  (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  or  her  immediate  family,  state  or  federal   administrative   agencies   including   taxing authorities.  and those with a legal or financial  need to know. such as his or her 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.


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  andlor  (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 irreparableinjury 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 prevailingparty.


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 predecessors, successors, assigns, parents, subsidiaries and affiliates, and their respective past and present directors, officers, employees, attorneys, agents, insurers, board of directors, 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, Employeedoes 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 retaliation and 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 governmentagencies. 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 Employee's waiver of claims and Employee's 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 RetrainingNotification 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 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 ProtectionAct, 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 OccupationalSafety and Health Act, as  amended, claims under any public  policy, contract, tort,  or common  law, or any other claim whatsoever, arising out of or relating to Employee's employmentwith the Company and any other claims pursuant to any other federal, state, or local law or regulation regarding discrimination or employment.




If any claim  is not subject to release, to the extent permitted  by law, Employee  waives  any right or ability to  be a  class  or collective  action  representative   or to otherwise  participate   in any  putative  or certified class,  collective  or multi-party  action or proceeding  based on such a claim in which  the Company  or any other Releasee  identified  in this Agreement  is a party.


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,   vacation,  severance  or benefits  to which  Employee  may  be entitled  up to the date of this Agreement,   and  that  no  other  leave  (paid  or  unpaid),  compensation,   wages,  bonuses,  commissions, vacation,  severance  or benefits  are due to Employee,  except  as provided  in this Agreement.    Employee also affirms  Employee  has no known workplace  injuries or occupational  diseases,  and that  Employee  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  Employee  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 or her agreement(s)  with the Company and/or common  law.


Employee further affirms  that Employee  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  govemment   agency.    To  the  extent   permitted  by  law,  Employee   agrees  that  if  such administrative   claim is made,  Employee  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 Employee's  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, as amended  by the Older Workers  Benefit  Protection Act;















Agreement;
   
(b)  Employee  has  had  a  period  of  forty-five  (45)  days  within  which  to  consider   this







(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  forty-five   (45)  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;


(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; and,


(f)  In  order  to  be  eligible  to  receive  the  consideration   set  forth  in  this  Agreement, Employee   must  sign  this  Agreement   and  comply  with  all  of  its  terms  and  provisions.   Employee  is specifically  informed that in connection  with the merger of the Company,  the entire senior leadership team of the  Company  will  be exiting  the  business  at closing.  These  senior  leadership  team  members  have been  selected  for termination.  Attached  as Appendix  C is a list of the job  titles  and ages  of the senior leadership  team. No other senior leadership  team members  were retained.


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 anyone   or more of the provisions  of this Agreement  shall be held or  deemed   to  be  inoperative,   unenforceable   or  invalid  by  a  court  of  competent   jurisdictlon,   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.]











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






Dated:  May 3, 2013
                            	
	
	/s/ Mark W. Hianik

	Mark Hianik






                            	
	
	DEX ONE CORPORATION

	 

	/s/ Alfred T. Mockett

	Alfred T. Mockett

	Title: CEO and President





















APPENDIX  A




Dex One Corporation
Severance   Plan -  Senior  Vice  President




[Copy  Attached]











,    i










APPENDIX B




Employee's Original Hire Date was: April 14, 2008


Employee's Termination  Date was: May 3, 2013











4            ~                 t        II
















APPENDIXC


Job titles  and ages of all senior  leadership   team members  who  were selected  for separation


Job Title


President  and CEO                                                                64
EVP and CFO                                                                          46
EVP Sales and Marketing                                                        57
SVP, General  Counsel and Chief Administrative   Officer       53
SVP Communications                                                              44
SVP and Chief Strategy Officer                                                50
SVP Operations                                                                        60
VP and Acting  Chief Technology  Officer                                 47








Job titles  and ages of all senior  leadership   team members  who  were NOT selected  for separation


NONE