HannaSeverance




Exhibit 10.45
SEVERANCE  AGREEMENT  AND RELEASE


THIS SEVERANCE  AGREEMENT AND RELEASE (this "Agreement") is made by and between Richard J. Hanna (hereinafter referred to as "Employee"),and Dex One Corporation (hereinafter, unless the 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






 
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 One Hundred Two Thousand Six Hundred Forty-Six Dollars ($102,646) (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 revoking) 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 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 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 Dex 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:


		
	•
	"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, 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  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  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 arislnq  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 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 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  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 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 Virginia  Human  Rights Act -  Va. Code § 2.2-3900  et seq., any regulations  thereunder,  and any human rights law of any Virginia  county or municipality,  claims under   the   Virginia   Statutory   Provisions   Regarding   Retaliation/Discrimination     for   Filing  a  Workers' Compensation   Claim -  Va. Code § 6S.2-308(A)  and (B), claims  under The Virginia  Equal  Pay Act -  Va. Code  § 40.1-28.6, claims under The Virginians With Disabilities Act -  Va. Code § 51.5-1 et seq, claims under the AIDS Testing Law - Va. Code Ann. §32.1-36.1,claims under Virginia Wage Payment and Hour Laws - Va. Code § 40.1-28.8 et seq., claims under Virginia Occupational Safety and Health (VOSH) Law- Va. Code § 401-49.3 et seq., claims under the Virginia Code § 8.01-40 regarding unauthorized use of name or  picture of  any  person, claims under the  Virginia Code  §  40.1-27 regarding preventing employment by others of former employee, claims under the Virginia Code § 40.1-28.7:2 regarding







protection  of crime victims' employment,  claims under the Virginia  Code § 18.2-465.1 regarding protection of court witnesses' and jurors' employment, claims under any public policy, contract, tort, or common law, or any other claim whatsoever, arising out of or relating to Employee's employment with 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 government 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;




 
(b) Employee has had a period of forty-five (45) 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  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 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.]









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








Dated:  May 3, 2013
                            	
	
	/s/ Richard J. Hanna

	Richard J. Hanna






                            	
	
	DEX ONE CORPORATION

	 

	/s/ Mark W. Hianik,

	Name: Mark W. Hianik,

	Title: SVP, General Counsel &

	     Chief Administrative Officer























APPENDIX  A




Dex One Corporation
Severance   Plan -  Senior  Vice  President




[Copy  Attached]







APPENDIX  B




Employee's   Original   Hire Date was:  April  4, 2011


Employee's   Termination    Date was:  May 3, 2013







..


















APPENDIX C


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