MockettSeverance




Exhibit 10.43
GENERAL   RELEASE   AGREEMENT


THIS   GENERAL  RELEASE  AGREEMENT     (the  "General   Release   Agreement") dated  as  of  this 3rd day of  May, 2013, is made by and between Alfred Mockett (hereinafter referred to  as "Executive"), and Dex One Corporation (hereinafter, unless the context indicates to the contrary, deemed to include its subsidiaries, partnerships, affiliates, predecessors, successors and assigns and referred to as the "Company").


WHEREAS, Executive has been employed by the Company pursuant to the terms and conditions of an Employment Agreement, dated as of September 6, 2010 (the "Employment Agreement");


WHEREAS,  Section 8(g) of the Employment Agreement provides that in order for Executive to receive payments and/or benefits under Sections 8(c) or 8(d) thereof, as applicable, he must timely execute, and not revoke, this General Release Agreement at each relevant time; and


WHEREAS, capitalized terms used herein without definition shall have the meanings given to such terms in the Employment Agreement.


NOW, THEREFORE,  in consideration of the mutual covenants and promises provided in the Employment Agreement, including but not limited to the benefits to be provided to Executive thereunder, and specifically in connection with the payments and benefits to be provided to Executive under Section 8(d) of the Employment Agreement, Executive agrees as follows:


1.  Release.


a. Except with respect to Executive's rights under the Employment Agreement,under any pension or 401(k) retirement plans, welfare plans, rights to seek indemnity or other similar benefits and equity award agreements applicable to  Executive, Executive, Executive's representatives, heirs, successors and assigns release and forever discharges the Company and its predecessors, successors, assigns, subsidiaries, and affiliates, and its and their past and present directors, officers, executives, employees, attorneys, insurers, agents and trustees or  administrators of any Company plan from any and all claims, demands, debts, damages, injuries, actions or rights of action of any nature whatsoever, including but not limited to claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (collectively "Executive's Claims"), whether known or unknown, which Executive had, now has or may have (provided, however, that Executive's Claims accruing after the Effective Date (as defined in Section 6 below) shall not be released hereby) against the Company, its predecessors, successors, assigns, subsidiaries, and affiliates, and its and their past and present directors, officers, executives, attorneys, insurers, agents and trustees or administrators of any Company plan, including, without limitation, Executive's Claims relating to or arising out of Executive's employment with the Company, or for compensation for such employment, including  any  claims  for  severance under  any  severance  plan  or  practice maintained by the Company.   Executive represents that Executive has not filed any action, complaint, charge, grievance or arbitration against the Company or any of its predecessors,









successors,  assigns,  subsidiaries,   and  affiliates,  and  its  and  their  past  and  present  directors, officers,   executives,    employees,    attorneys,   agents   and  trustees   or_administrators    of any  Company plan  with  respect   to any  Executive   Claims.


b.   Executive     covenants     that    neither    Executive,     nor   any    of   Executive's respective   heirs,  representatives,     successors   or  assigns,   will  commence,   prosecute   or  cause  to be commenced    or  prosecuted    against   the  Company   or  any  of  its predecessors,     successors,    assigns, subsidiaries,     and   affiliates,    and   its  and   their   past   and   present    directors,    officers,    executives, employees,    attorneys,    insurers,   agents   and  trustees   or  administrators    of  any  Company    plan  any action   or  other   proceeding    based   upon   any   claims,    demands,    causes   of   action,   obligations, damages    or  liabilities    which   are  to  be  released   by  this  General   Release   Agreement,    nor  will Executive    seek  to  challenge    the  validity   of  this  General    Release   Agreement,     except   that   this covenant   not  to sue  does  not  affect  Executive's    future  right  to enforce  appropriately    in a court  of competent    jurisdiction     the   applicable    terms    of   the   Employment     Agreement,     including    the exhibits   attached   thereto   relating   to indemnity   and/or  equity  grants.


c.    By  releasing    the  claims   described    in  this  Section    1, Executive    does   not waive   any  claims   that  cannot   be  waived   as  a matter   of  law,  including   the  right  to  file  a charge with   the  Equal   Employment     Opportunity    Commission;     provided,    however,    that  Executive    is waiving   any  right  to share  or participate   in any  monetary   award  resulting   from  the  prosecution    of any  such  charge.


2.   Review  of  Release.     Executive   acknowledges    that  (a) Executive   has  been  advised to consult   with  an attorney   before   executing   this  General   Release   Agreement    and  that  Executive has   been   advised   by   an  attorney    or   has   knowingly     waived    Executive's     right   to  do  so,   (b) Executive    has  been   offered   a period   of  at  least   forty-five    (45)  days   to  consider    the  release   of claims   included   in this  General   Release   Agreement,    such  period  commencing    on  April  27,  2013, the  date  this  General   Release   Agreement    was  delivered   to Executive,    (c) Executive   has  a period of  seven   (7)  days   from  the  date  he  executes   this  General   Release   Agreement    within   which   to revoke  it and  that  this  General   Release  Agreement    will  not become   effective   or enforceable    until the  expiration   of this  seven  (7)  day  revocation   period,   (d)  Executive   fully  understands    the  terms and  contents   of  this  General   Release   Agreement    and  freely,  voluntarily,    knowingly    and  without coercion   enters   into  this  General   Release   Agreement,    and  (e) the  waiver  or release   by  Executive of  rights   or  claims   Executive    may  have   under   Title   VII  of  the  Civil   Rights   Act  of  1964,  the Employee   Retirement    Income   Security   Act  of  1974,  the  Age  Discrimination     in Employment    Act of  1967,  the  Older  Workers   Benefit  Protection   Act,  the  Fair  Labor  Standards   Act,  the  Americans with  Disabilities    Act,   the  Rehabilitation     Act,   the  Worker   Adjustment    and  Retraining    Act,   the Family   and  Medical   Leave  Act,  the  Equal  Pay  Act  (all  as amended)   and/or  any  other  local,  state or federal  law  dealing   with  employment    or the  termination    thereof  is knowing   and  voluntary   and, accordingly,    that  it shall  be a breach   of this  General   Release   Agreement   to  institute   any  action  or to recover  any  damages   that  would  be in conflict   with  or contrary   to this  acknowledgment     or the releases   Executive   has granted   hereunder.     Executive   also  understands   that  in order  to be eligible to  receive   the  consideration     set  forth  in  this  General   Release   Agreement,    Executive    must  sign this   General    Release    Agreement    (and   not  revoke    it)   and   comply   with   all  of   its  terms   and provisions.        Executive     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   shortly




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after  closing.    These   senior  leadership  team  members   have  been  selected   for  termination.  Attached  as Appendix  A  is a list of the job  titles and  ages of the senior  leadership  team.   No other senior leadership team members  were retained.  Executive  understands  and agrees  that the Company's  acknowledgment  of this General  Release Agreement,  payment  of money  and other benefits  to Executive  and Executive's   signing of this General  Release Agreement,  does  not in any way indicate that Executive  has any viable claims against  the Company or that the Company admits any liability whatsoever.   This General Release Agreement  shall be executed and returned to  the  Company   by  Executive   on  or  before  June   11,  2013,  but  not  before   the  Date  of Termination.


3.   Employment  Agreement.   Executive  shall enjoy his rights under and continue  to be bound by the remaining terms of the Employment  Agreement  and nothing herein shall relieve Executive  or the Company of any obligations under such Employment  Agreement  that otherwise apply.
                                                                                                                      .


4.   Section 280G.   If, after a final determination  by Internal Revenue  Service,  it is determined  that a portion of the Total Payments (as defined  in the Employment  Agreement)  are subject to the Excise Tax (as defined in the Employment  Agreement)  and Golden Parachutes  Tax Solutions,  LLC  ("Valuation  Firm")  (or such  other  party  reasonably  acceptable  to  the  parties) determines  that due to the Excise Tax, the Total Amounts  should have been reduced  to the Safe Harbor  Amount  (as defined  in the Employment  Agreement),  as calculated  and  in accordance with the provisions  of Section  I0(b) of the Employment  Agreement  (any such overpayment,  the "Overpayment"),   then  any such Overpayment  paid  or distributed  by the Company  to or for the benefit  of the Executive  shall be repaid by the Executive  to the Company; provided, however, that no such repayment  shall be required if and to the extent  such deemed repayment  would  not either reduce the amount  on which the Executive  is subject  to tax under Sections  1 and 4999 of the Code or generate a refund of such taxes.


5.   Severability.   If for any reason anyone   or more  of the provisions  of this General Release  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  General  Release Agreement  inoperative, unenforceable  or invalid.  In any such event, such provision  shall be read by such court to be as broad  and restrictive  as possible  without  being found to be inoperative, unenforceable  or invalid.


6.   Governing   Law.      This   General   Release   Agreement   shall   be   construed    in accordance  with the laws of the State of New York, without giving effect to the conflict of laws provisions  thereof, except to the extent superseded by applicable  federal law.


7.   Effective Date.  This General Release Agreement  shall be effective as of the date the 7-day revocation period under Section 2 expires ("Effective  Date").


8.  Counterparts.    This  General  Release  Agreement  may  be signed  in counterparts, each of which shall be deemed an original,  with all counterparts  taken together representing  one and the same General  Release  Agreement,  with the same  effect  as if all of the signatures  were upon the same instrument.















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IN WITNESS WHEREOF,  Executive has hereunder executed  this General Release Agreement.






.


                            	
	
	EXECUTIVE

	 

	/s/ Alfred T. Mockett

	Alfred T. Mockett

	 

	Dated: 5-3-13






                            	
	
	DEX ONE CORPORATION

	 

	/s/ Mark W. Hianik,

	Mark W. Hianik,

	 

	Its: Senior Vice President, General Counsel

	     and Chief Administrative Officer

	 

	Dated: 4-29-2013















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APPENDIX  A


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


	
		
	Job Title
	Age

	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, Acting Chief Technology  Officer
	47






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


NONE