JohnsonSeverance




Exhibit 10.47


SEVERANCE AGREEMENT AND RELEASE


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


WITNESSETH THAT:
WHEREAS, Employee was most recently hired by the Company on 04/13/2009; and WHEREAS, Employee shall be terminated from the Company on 07/30/2013; WHEREAS, the parties to this Agreement desire to enter into an agreement to provide
certain benefits and severance payments 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.       Through  the  Eligible  Termination  Date,  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 Dex One Corporation Severance Plan (the "Plan"), a copy of which is attached  to  this  Agreement  as  Appendix  A,  in  accordance  with  the  provisions  of  the  Plan.     In consideration of any severance benefits provided to Employee pursuant to the Plan, Employee 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 during the twelve (12) months following Employee's Eligible Termination Date.


2.          For  the  purpose  of  this  Agreement,  the  terms  "Confidential  Information," "Proprietary  Information"  and "Trade  Secret"  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 good will 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 (other than Employee's own compensation, benefits, and working conditions), 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  goodwill,  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.


3.         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 employee obtained during and as a result of Employee's employment by Dex One, whether or not such property constitutes Dex One's Trade Secrets, Proprietary Information or Confidential Information. Without limiting the generality of the foregoing, the obligation to return documents extends to all originals and all copies of any such document, whether in paper, computer or other form, acquired from, or created during employment by, Dex One, or received from another source, such as an actual or potential vendor or customer.  The only documents not subject to the obligation to return are those regarding the Employee's individual compensation, such as pay stubs and benefits plan booklets.


4.          For a period of one year following the termination Employee's employment with Dex One, Employee will not engage in any of the following activities on his/her 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)        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, or who has been assigned by Dex One to, or serviced by, Employee during the last twelve months; or


(d)        Induce (directly or indirectly), encourage, or solicit an employee of Dex One to terminate his or her employment with Dex One.


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 and optimizing marketing programs and leveraging products such as online and mobile search solutions, print and online yellow pages directories, voiced 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






:1;





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 or  which  Employee  knew had  been contacted by Dex One during the last twelve months.


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 by us to be a third party beneficiary of this Agreement and is entitled to enforce the provisions in this Agreement included for its protection.


5.          Employee shall not make any derogatory statements about the Company or its officers or employees and shall not make any 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, which is designed or reasonably likely to embarrass, malign, criticize or defame or result in the disrepute of any of the foregoing persons.


6.          Employee agrees  to  keep  the  facts  and  terms  of  this  Agreement  in  strict confidence, except as required by applicable law and except that Employee may disclose the terms of the Agreement  to  his/her  immediate  family,  state  or  federal  administrative  agencies  including  taxing authorities, and those with a legal or financial need to know, such as his/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.   Employee specifically agrees that  he/she 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 his/her 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/she is required to make disclosures regarding the Company or this Agreement pursuant to a subpoena or judicial or administrative  order, he/she shall immediately notify the General Counsel of the Company in writing upon its receipt and prior to responding to such subpoena or order.


7.          Employee agrees that in the event of any breach of the covenants contained in paragraphs 1, 2, 3, 4, 5, or 6 (particularly, but not limited to, disclosure of the existence or terms of this Agreement), 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 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 brought to enforce or for  breach of this Agreement, the  non-prevailing  party shall be  responsible for  paying all reasonable costs and expenses, including attorneys' fees, incurred by the prevailing party.


8.          In consideration of the covenants of the Company set forth herein and the other valuable benefits provided to Employee by the Company hereunder, as required by the Plan, Employee, Employee's family, representatives, 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 trustees or administrators  of any Company plan (hereafter referred to collectively as "Releasees") from any and all claims, demands, debts, damages, injuries,  actions  or  rights  of  action  of  any  nature  whatsoever,  whether  known  or  unknown.  which Employee  had,  now  has or may  have  as  of the  date  Employee signs  this  Agreement  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  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  its successors, assigns,  subsidiaries,  affiliates,  directors, officers, employees, attorneys, agents and trustees or administrators of any Company plan.  By releasing the claims described in this Paragraph 8, Employee does not waive any claims that cannot be waived as a matter of law.


Employee understands that there are various federal, state, and local laws that prohibit employment discrimination on the basis of, among other things, age, sex, race, color, national origin, religion, and disability, and that these laws are enforced by various government agencies.   Employee intends to give up any rights he/she may have under these laws or any other federal or state statute or common law.  Employee understands that his/her waiver of claims and his/her 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 for discrimination or harassment in violation of 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, and any other claims pursuant to any other federal, state, or local law or regulation regarding discrimination or employment.


9.          Employee affirms he/she has not filed, caused to be filed, or is presently a party to any claim, complaint, or action against the Company or Releasees in any forum or form.   Employee also affirms  he/she has been paid or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, or benefits to which he/she may be entitled up to the date of this Agreement, and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions or benefits are due to him/her, except as provided in this Agreement.  Employee also affirms he/she has no known workplace injuries or occupational diseases, and that he/she 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/she 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/her agreement(s) with the Company and/or common law.


Employee further affirms that he/she 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/she shall not be entitled to recover any individual monetary relief or other individual remedies.


Employee affirms that all of the  Employer'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.


10.       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 its successors, assigns, subsidiaries,  affiliates, directors,





officers,  employees,   attorneys,   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  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,


11.         Individuals   who  are eligible  to  participate   in the  Severance   Plan,  have  been  or will  be  selected   for  termination   from  their  employment    based  on  the  Company's    business   needs  and consideration    of  any  or  all  of  the  following   factors:     Company's    decision   to  outsource    the  work  the individual  performs;  Company's   decision  to exit or retreat  from  the market  and/or  the location  within  which the  individual   works;  Company's   decision  to eliminate   the  position  the  individual   holds;  the  overall  work performance   of the  individual   during  the  12  month  period  prior  to his or her termination,   as compared  to the  overall   work  performance    of the  other  employees   within  the  individual's   decisional    unit  during  the same   period  of  time;  and/or  the  qualifications    and  work   performance   of the  applicants   for  any  vacant positions  for which  the  individual  posts  pursuant  to Company's   job  posting  policy  and  procedures   prior  to the individual's   termination.    Job-related   performance   criteria  considered   in determining   Program  eligibility include:    productivity;   ability  to perform  a variety  of workplace   functions;   customer   satisfaction;   business competency   and/or  technical   proficiency.    Attached  as Appendix   B is a list of the job  titles  and ages  of all individuals   eligible  for/selected   for termination   in connection   with this program.  Attached  as Appendix  C is a  list of the  ages  of all  individuals   in Employee's   decisional   unit who  are ineligible/were    not selected   for termination   in connection   with this program.


12.         Employee  acknowledges   that:


(a) Employee  has been  advised  to consult  with an attorney  of his/her  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  forty-five   (45)  days  within   which   to  consider   this  Agreement;





(c)     Employee    agrees   that   any   modifications,     material   or  otherwise,    made   to  this agreement   and  general   release  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,  Human Resources,    1001  Winstead    Drive,   Cary,   North   Carolina   27513.     If  by  mail,   the   revocation    must   be postmarked   within  the 7 calendar  day revocation  period;


(e)  Employee   fully  understands   the  terms  and  contents   of this  Agreement   and  freely, voluntarily,   knowingly  and without  coercion  enters  into this Agreement.


13.          Other   than   previously     executed    agreements     regarding    the   protection    of business   information    or  post-employment    restraints   on  unfair  competition,   which   remain   in effect,  and obligations   imposed  by statute  or common   law, which  are  not affected  by this  Agreement,   this Agreement and   its   Appendices     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.     Subject  to  the express  language   in this  paragraph   relating  to previously   executed  agreements    regarding   the  protection of   business     information     and   post-employment      restraints     on   unfair    competition,     this   Agreement





supersedes   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 governed   and conformed   in accordance   with the  laws of the  State  of North  Carolina   without  regard  to the  state's  conflict  of laws  provisions.     In the  event  of a breach  of any  provision  of this Agreement,   either  party  may  institute  an action  specifically   to enforce  any term  or terms  of this  Agreement   and/or  to  seek  any  damages   for breach.    Should  any  provision  of this Agreement   be  declared   illegal  or  unenforceable    by  any  court  of  competent   jurisdiction    and  cannot  be modified   to  be  enforceable,    excluding   the  general   release   language,   such  provision   shall  immediately become   null  and  void,   leaving  the  remainder   of  this  Agreement    in  full  force   and  effect.     Employee expressly   consents   that  any  action  or proceeding   relating  to the  Program   or this  Agreement   initiated  by Employee  will only  be brought  in a court  located  in the State of North Carolina.


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








Dated:  7-31-2013
                            	
	
	/s/ Sylvester J. Johnson






                            	
	
	DEX ONE CORPORATION

	 

	/s/ Lisabeth Lee

	Name: Lisabeth Lee

	Title: Assistant Vice President HR Generalist










NOTICE TO MINNESOTA RESIDENTS OF RIGHT TO RESCIND THIS WAIVER LETTER


[This Notice only applicable to Minnesota Residents]


Under the Minnesota Human Rights Act, Employee may recind (that is, cancel) this Agreement and the terms of the foregoing letter within fifteen (15) calendar days of signing it. To be effective, Employee's recission must be in writing and delivered either by mail or by hand within the fifteen (15)-calendar day period to: Dex One, Human Resources, 1001 Winstead Drive, Cary, North Carolina  27513.  If by mail,
the rescission must be: (1) postmarked within the 15 calendar day period, (2) properly addressed, and (3)
sent by certified mail, return receipt requested.







APPENDIX "A"
Dex One Corporation Severance Plan









APPENDIX    "B"






		
	INDIVIDUALS
	ELIGIBLE   AND/OR  SELECTED   FOR TERMINATION   IN CONNECTION   WITH THE Job Elimination




		
	Job Title
	Age at Time of Selected Individual's Termination    


		
	VP Controller & CAO
	53




    

















APPENDIX   "C"


INDIVIDUALS INELIGIBLE AND/OR NOT SELECTED FOR
Job Elimination
IN THE
Controller  Executive
DECISIONAL UNIT


Job Title                    Age at Time of Employee's Termination
    N/A                                    N/A