FriebergSeverance




Exhibit 10.44
SEVERANCEAGREEMENT AND RELEASE


THIS SEVERANCE AGREEMENT AND RELEASE (this "Agreement") is made by and between - Gregory W. Freiberg (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 Eighty-Seven Thousand Two Hundred Forty-Nine Dollars ($87,249)  (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,  desiqns,  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-prevailnq 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 arising out of Employee's employment with the Company or the termination of such employment, whether based on tort, contract (express or implied, oral or written), common law, or any federal, state, or local statute, regulation, ordinance, or other law, other than a claim with respect to a vested right Employee may have to receive benefits under any plan maintained by the Company. Employee represents that Employee has not filed any action, complaint, charge, grievance or arbitration against the Company or any of the Releasees. By releasing the claims described in this Paragraph 9, Employee does not waive any claims that cannot be waived as a matter of law.


Employee understands that there are various federal, state, and local laws that prohibit 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 Missouri Human Rights Law -  Mo. Rev. Stat. §213.010 et seq., claims under the Missouri Equal Pay Law -  Mo. Rev. Stat. §290.400 et seq., claims under the Missouri Handicap Discrimination Law -  Mo. Rev. Stat. §209.150 et seq., claims under the Missouri Genetic Testing Information Bias Law -  Mo. Rev. Stat. §735.1300 et. seq., claims under the Missouri Smokers' Rights Law -  Mo. Rev. Stat. §290.145, claims under the Missouri State Wage, Payment, Work Hour, and Dismissal Laws, Mo. Rev. Stat. §§ 290.010 w     290,580, claims under the Missouri AIDS Law -  Mo. Rev. Stat. §191.665, claims under the Missouri Jury Duty Law -  Mo. Rev. Stat. §494.460, claims under the Missouri Voting Leave Law -  Mo. Rev. Stat. §115.637, claims under the Missouri Emergency Response Leave Law -  Mo. Rev, Stat. § 320.336, claims under the Missouri Witness/Crime Victim Law -  Mo. Rev. Stat. §595,220, claims under the Missouri Military Leave/Re-







Employment Rights Law -  Mo. Rev. Stat. §40.490, claims under the Missouri War on Terror Veterans
Leave Law, Mo. Rev. Stat.  § 288.042, claims under the Missouri Service Letter Law -  Mo. Rev. Stat. §
290.140 et. seq., claims under the Missouri Statutory Provisions Regarding Employer Use of Employee Social Security Number -  Mo. Rev. Stat. § 407.095, claims under the Missouri Statutory Provisions Regarding Disclosure of Workers' Compensation Records -  Mo. Rev. Stat § 287.380, claims under the Missouri Statutory Provisions Regarding Off Duty Use of Tobacco & Alcohol-  Mo. Rev. Stat. § 290.145, claims under the Missouri Statutory Provisions Regarding Employee Political Activities -  Mo. Rev. Stat §
115.637, claims under the Missouri Statutory Provisions Regarding Drug & Alcohol Testing -  Mo. Rev.
Stat. § 290.145, claims under the Missouri Statutory Provisions Regarding Retaliation/Discrimination for Filing Worker's Compensation Claim -  Mo. Rev. Stat. §287.780, claims under the Missouri Statutory Provisions Regarding Wage Claim Retaliation -  Mo. Rev. Stat. § 290.525, claims under the Missouri Statutory Provisions Regarding Whistleblower Protection -  Mo. Rev. Stat § 197.285, as amended and Mo. Rev. Stat. §198.006; 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 leader ship 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.







.1,                                      I.




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.


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








Dated 5-3-2013
                            	
	
	 

	/s/ Gregory W. Freiberg

	Gregory W. Freiberg






                            	
	
	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: September 12,2011


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