exv10w1



 



EXHIBIT 10.1



EMPLOYMENT AGREEMENT



     EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 28, 2002 by and
among GE Information Services, Inc., a Delaware corporation (together with its
successors, the “Company”), GXS Holdings, Inc., a Delaware corporation
(together with its successors, “GXS”), and Harvey Seegers (“Executive”), to be
effective as of the Effective Date (certain capitalized terms used herein being
defined in Article 7 hereof).


     WHEREAS, pursuant to a Recapitalization Agreement dated as of June 21,
2002 among General Electric Company (“GE”), GE Investments, Inc. and Global
Acquisition Company (the “Acquiror”), 90% of the shares of GXS (the
“Recapitalization”) will be acquired by the Acquiror;


     WHEREAS, immediately prior to the Closing Date, Executive was employed by
the Company or one of its affiliates;


     WHEREAS, as of the Closing Date, the Company became a wholly owned
subsidiary of GXS;


     WHEREAS, the Company has entered into an Employee Lease Agreement dated on
or about the date hereof (the “Employee Lease Agreement”) with GE pursuant to
which all employees of the Company prior to the Closing Date are being
transferred to GE but their services will be leased to the Company during the
period commencing on the Closing Date and ending on the date the employees are
transferred to the Company or its affiliates pursuant to the terms of the
Employee Lease Agreement (such period, the “Transition Period”);


     WHEREAS, each of the Company and GXS considers it in its best interests
and the best interests of its stockholders to foster the continued employment
of Executive from and after the Effective Date;


     WHEREAS, Executive is willing to continue his employment on and after the
Effective Date on the terms hereinafter set forth in this Agreement;


     NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree
as follows:






 


ARTICLE 1

POSITION; TERM OF AGREEMENT



     Section 1.01.
Position. (a)      As of and following the Effective Date,
Executive shall serve as President and Chief Executive Officer of the Company
and shall report to the Board of Directors of the Company (the “Board”).


     (b)       As President and Chief Executive Officer, Executive shall have such
duties and authority, consistent with such position, as shall be determined
from time to time by the Board.


     (c)       During the Employment Term, Executive will devote substantially all of
his business time to the performance of his duties under this Agreement and
will not engage in any other business, profession or occupation for
compensation or otherwise which would conflict with the rendition of such
services either directly or indirectly, without the prior written consent of
the Board; provided that, so long as such service does not materially interfere
with the performance of Executive’s duties hereunder, nothing herein shall be
deemed to preclude Executive from serving on any civic or charitable board or,
subject to the prior written consent of the Board, on any other corporate
board.


     (d)       The Company and GXS intend and agree to take all actions legally
permitted to cause Executive to be a member of the Board so long as Executive
is serving as Chief Executive Officer of the Company.


     (e)       Executive shall be indemnified by the Company to the fullest extent
permitted by Delaware law with respect to his service as a director, officer,
employee or agent of the Company or with respect to his service as a director,
officer, employee or agent of another corporation at the request of the
Company.


     Section 1.02.
Term. Executive shall be employed by the Company for a
period (the “Employment Term”) commencing on the Effective Date and, subject to
earlier termination or extension as provided herein, ending on the third
anniversary of the Closing Date; provided that on each anniversary of the
Closing Date beginning on such third anniversary, the Employment Term shall be
automatically extended for successive one-year periods unless not later than
one month prior to any such automatic extension the Company or Executive shall
give notice that the Employment Term shall not be extended.


ARTICLE 2

COMPENSATION AND BENEFITS



     Section 2.01. Base Salary. Commencing on the Effective Date, the
Company shall pay Executive an annual base salary (the “Base Salary”) at the
annual rate of $425,000, payable in equal monthly installments or
otherwise in

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accordance with the payroll and personnel practices of the Company from time to
time. The Board shall review Executive’s Base Salary at least annually for
possible increases in the sole discretion of the Board. Executive’s Base
Salary shall not be reduced during the Employment Term.


     Section 2.02. Bonus. Subject to Executive’s continued employment
hereunder through December 31, 2002, for the calendar year ending December 31,
2002, Executive will receive a guaranteed bonus (the “First-Year Company Bonus”
and, together with the GE Bonus defined below, the “First-Year Bonus”) in an
amount equal to the product of (i) the quotient obtained by dividing (A) the
portion of the annual bonus Executive receives from General Electric Company
and its Affiliates for the period from January 1, 2002, through the date
immediately preceding the Closing Date, provided that the amount of such bonus
for purposes hereof shall not exceed $375,000 on an annualized basis (such
portion, the “GE Bonus”), by (B) the number of full calendar weeks during the
period commencing on January 1, 2002, and ending on the Closing Date, and (ii)
the number of full calendar weeks during the period commencing on the Closing
Date and ending December 31, 2002, to be paid in a lump sum payment on or
before March 31, 2003. For each calendar year thereafter, subject to
Executive’s continued employment hereunder on December 31 of such year,
Executive shall be eligible for an annual bonus (“Annual Bonus”), with a
minimum guaranteed bonus of 50% of Base Salary and a target bonus opportunity
of 100% of Base Salary, based on attainment of such goals as shall be mutually
agreeable to the Board and Executive. The Annual Bonus for each calendar year
shall be paid in a lump sum payment on or before March 31 of the following
calendar year.


     Section 2.03. Employee Benefits. (a) During the Employment Term,
Executive shall be eligible for employee benefits (including fringe benefits,
vacation and health, accident and disability insurance, and retirement plan
participation) substantially similar to those benefits made available generally
to senior executives of the Company.


     (b)  During the Employment Term, the Company shall (i) pay Executive a car
allowance in an amount not to exceed $80,000 every three years and (ii)
reimburse the cost of Executive’s country club membership in an annual amount
not to exceed $5000. The Company shall also reimburse Executive for attorney
fees incurred in negotiating and finalizing this Agreement.


     Section 2.04. Business And Travel Expenses. Reasonable travel,
entertainment and other business expenses incurred by Executive in the
performance of Executive’s duties hereunder shall be reimbursed by the Company
in accordance with Company policies as in effect from time to time.


     Section 2.05. Options. (a) On the Effective Date, the Company shall
grant to Executive an option (the “Option”) to purchase 3,409,091 shares of


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common stock of GXS (“Common Stock”) (representing 3.0% of the Common Stock as
of the Closing Date on a fully diluted basis, taking into account the number of
shares reserved under the Plan as of the Effective Date), at an exercise price
per share equal to the fair market value (determined in accordance with the
terms of the Plan) of a share of Common Stock on the date hereof (which is
$0.50 per share). The Option will be treated as an “incentive stock option”
within the meaning of Section 422 of the Code to the maximum extent permitted
by law and shall be issued pursuant to Rule 701 of the Securities Act or
registered on a Form S-8 registration statement under the Securities Act that
becomes effective within ninety (90) days after the Effective Date.


     (b)       The Option shall consist of five tranches. The first tranche shall
consist of 2,045,455 shares of Common Stock (representing 60% of the total
shares of Common Stock subject to the Option) and the remaining four tranches
shall each consist of 340,909 shares of Common Stock (each such tranche
representing 10% of the total shares of Common Stock subject to the Option).
Provided Executive remains in the employ of the Company, GXS or one of their
Subsidiaries as of the applicable vesting date, each such tranche shall become
vested and exercisable as to 25% of the shares constituting such tranche on the
first anniversary of the Vesting Commencement Date with respect to such
tranche, and the balance of the shares constituting such tranche shall become
vested and exercisable at a rate of 1/36 of such balance per month over the
3-year period following such anniversary.


     (c)       The vesting commencement date (the “Vesting Commencement Date”) with
respect to the first tranche (as described in paragraph (b) above) of the
Option shall be the Closing Date, and the Vesting Commencement Date for the
second, third, fourth and fifth tranches shall be, respectively, the first,
second, third and fourth anniversaries of the Closing Date.


     (d)       Payment for the exercise of the Option may be (i) in cash, by
certified or bank cashier check payable to the order of the Company, free from
all collection charges, (ii) in shares of Common Stock (provided such shares
shall have been held by the Optionee for at least six months unless the
Committee determines in its sole discretion that such six-month holding period
is not necessary to comply with any accounting, legal or regulatory
requirement) having a fair market value (determined in accordance with the
Plan) equal to the full amount of the exercise price therefor, or (iii) a
combination thereof. Executive shall have the right to direct the Company or
GXS to withhold a number of shares of Common Stock having a fair market value
(determined in accordance with the Plan) equal to that portion of the tax
withholding obligation due upon exercise of the Option or disposition of the
shares of Common Stock acquired upon such exercise as shall be permitted by law
and shall not trigger variable accounting.


     (e)       The Option shall have a 10-year term. Any unvested portion of the
Option shall become fully vested and exercisable (i) immediately before a
Change


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in Control or (ii) upon termination of Executive’s employment by the
Company without Cause (other than by reason of Executive’s death or disability)
or by Executive for Good Reason. Except as set forth herein and except that
the dispute resolution provisions herein shall apply to the Option, the Options
shall otherwise be subject to the terms of the GXS Stock Incentive Plan (the
“Plan”) and the applicable award agreement, copies of which are attached hereto
as Attachment 1 and Attachment 2, respectively.


     (f)       Upon termination of Executive’s employment, the Company shall have the
right to repurchase the shares of Common Stock acquired upon exercise of the
Option in accordance with the terms of the Plan and the applicable award
agreement.


     (g)       As a condition to the exercise of the Option, Executive shall enter
into a stockholders agreement which shall give him tag-along rights and
piggy-back registration rights, and shall subject him to drag-along rights, on
terms similar to those set forth on Attachment 3.


ARTICLE 3


CERTAIN TERMINATION BENEFITS


     Section 3.01. Certain Events. (a) A “Qualifying Event” means the
termination of Executive’s employment by the Company without Cause (other than
by reason of Executive’s death or disability) or by Executive for Good Reason.


     (b)       Each party hereto shall give to the other party 30 days prior written
notice of such party’s intent to terminate Executive’s employment with the
Company for any reason.


     Section 3.02. Right To Certain Benefits. In the event of any
termination of employment during the Employment Term, Executive shall be
entitled to receive from the Company either the relevant Severance Benefits to
the extent and as described in Section 3.03 or the relevant Separation Benefits
to the extent and as described in Section 3.04, as the case may be, contingent
upon Executive signing a release of claims arising from Executive’s employment
and the termination thereof in a form reasonably acceptable to the Company.


     Section 3.03. Benefits Upon A Qualifying Event. In the event of any
termination of employment during the Employment Term, Executive shall be
entitled to the following benefits (the “Severance Benefits”) upon a Qualifying
Event:


     (a)       The Company shall pay Executive as soon as practicable a lump sum, in
cash, equal to Executive’s earned but unpaid Base Salary and other vested


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but
unpaid cash entitlements for the period through and including the date of
termination of Executive’s employment, including unused earned vacation pay and
unreimbursed documented business expenses (collectively, “Accrued
Compensation”). In addition, Executive shall be entitled to any other vested
benefits earned by Executive for the period through and including the date of
termination of Executive’s employment under any other employee benefit plans
and arrangements maintained by the Company, in accordance with the terms of
such plans and arrangements, except as modified herein (collectively, “Accrued
Benefits”).


     (b)       The Company shall pay Executive as soon as practicable a lump sum, in
cash, equal to the sum of (i) a pro rata portion (based on the number of whole
and partial calendar months prior to and including the month in which the
Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonus,
as applicable, paid to Executive, and (ii) a lump sum severance payment in an
amount equal to 1.5 times the sum of (A) the annual Base Salary in effect
immediately prior to such Qualifying Event and (B) the most recent Annual Bonus
or First-Year Bonus, as applicable, paid to Executive.


     (c)       Any unvested portion of the Option shall become fully vested and
exercisable on the date of such termination. The Option shall remain
exercisable by Executive for 12 months following the date of such termination.


     (d)       Except as set forth in this Section 3.03, Executive will be entitled
to no other payments or benefits from the Company.


     Section 3.04. Separation Benefits. In the event of any termination of
employment during the Employment Term other than upon a Qualifying Event,
Executive (or his estate, as the case may be) shall be entitled to the benefits
set forth below (the “Separation Benefits”):


     (i)       The Accrued Compensation;


     (ii)       The Accrued Benefits; and


     (iii)       Executive shall be entitled to exercise the portion of the Options
vested on the date of such termination for the period provided in the Plan and
the applicable award agreement.


ARTICLE 4


COVENANTS AND REPRESENTATIONS


     Section 4.01. Noncompetition, Nonsolicitation, Noncompete,
Nondisparagement And Nondisclosure. (a) While employed by the Company and for
18 months after the termination of Executive’s employment, Executive


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shall not,
on his account, or as an employee, consultant, independent contractor, partner,
owner, officer, director or stockholder, engage in, be connected with, have any
interest in, or aid or assist anyone else to engage in, be connected with, or
have any interest in, any firm or person which directly competes with a line or
lines of business which the Company or GXS (or any of their Subsidiaries) was
engaged in or sought to be engaged in during the Employment Term; provided that
Executive may (i) purchase securities in any corporation whose securities are
listed or traded on a national securities exchange or in an over-the-counter
securities market if such purchases do not result in Executive beneficially
owning, directly or indirectly, at any time 5% or more of the equity securities
of any such corporation and (ii) be an employee, independent contractor or
officer of any such firm or person provided Executive has no direct or indirect
duties or responsibilities with respect to any activities of such firm or
person which are competitive with any line or lines of business of the Company
or GXS (or any of their Subsidiaries).


     (b)       While employed by the Company and for 18 months after the termination
of Executive’s employment, Executive shall not, directly or indirectly:



		
	 	     (i)      induce or attempt to induce any employee of GXS or the Company
(or any Subsidiary of GXS or the Company) to be employed or perform
services elsewhere;
	 
	 	     (ii)      solicit or attempt to solicit the trade of any individual or
entity which, at the time of such solicitation, is a customer of GXS or
the Company (or any Subsidiary of GXS or the Company) or which GXS or
the Company (or any Subsidiary of GXS or the Company) is undertaking
reasonable steps to procure as a customer at the time of or immediately
preceding termination of employment; provided, however, that this
limitation shall only apply to any product or service which is in
competition with a product or service of GXS or the Company (or any
Subsidiary of GXS or the Company).



     (c)       In connection with the termination of Executive’s employment
hereunder, Executive shall cooperate with the Company and any Subsidiary or
Affiliate of the Company to ensure an orderly transition, in such a manner and
at such times as the Company shall reasonably request.


     (d)      Except as required by law, neither party will at any time (whether
during or after termination of Executive’s employment with the Company)
knowingly make any statement, written or oral, or take any other action that
would disparage or otherwise harm the other party, its business or reputation
or, in the case of the Company, the reputation of any of its Affiliates or the
officers and directors of any of them.


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     (e)       Executive shall enter into and agrees to be bound by the Proprietary
Information and Inventions Agreement of the Company, a copy of which is
attached as Annex A to the Plan.


     Section 4.02. Material Inducement; Specific Performance. (a) If any
provision of Section 4.01 is determined by a court of competent jurisdiction
not to be enforceable in the manner set forth in this Agreement, the Company
and Executive agree that it is the intention of the parties that such provision
should be enforceable to the maximum extent possible under applicable law and
that such court shall reform such provision to make it enforceable in
accordance with the intent of the parties.


     (b)       Executive acknowledges that a material part of the inducement for the
Company to provide the compensation provided herein is Executive’s covenants
set forth in Section 4.01 and that the covenants and obligations of Executive
with respect to noncompetition, nondisclosure and nonsolicitation relate to
special, unique and extraordinary matters and that a violation of any of the
terms of such covenants and obligations will cause the Company irreparable
injury for which adequate remedies are not available at law. Therefore,
Executive agrees that, if Executive shall materially breach any of those
covenants during or following termination of employment, the Company shall be
entitled to an injunction, restraining order or such other equitable relief
(without the requirement to post a bond) restraining Executive from committing
any violation of the covenants and obligations contained in Section 4.01 and
the Company shall have no further obligation to pay Executive any benefits
otherwise payable hereunder. The remedies in the preceding sentence are
cumulative and are in addition to any other rights and remedies the Company may
have at law or in equity as an arbitrator (or court) shall reasonably
determine.


     Section 4.03. Employee Representation. Executive expressly represents
and warrants to the Company that Executive is not a party to any contract or
agreement and is not otherwise obligated in any way, and is not subject to any
rules or regulations, whether governmentally imposed or otherwise, which will
or may restrict in any way Executive’s ability to fully perform Executive’s
duties and responsibilities under this Agreement.


ARTICLE 5

SUCCESSORS AND ASSIGNMENTS



     Section 5.01. Assignments. Except for an assignment in the event of a
Change in Control or an assignment to an affiliate of the Company, this
Agreement shall not be assignable by the Company without the written consent of
Executive. This Agreement shall not be assignable by Executive.


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     Section 5.02. Successors; Binding Agreement. This Agreement shall inure
to the benefit of and be binding upon personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees.


ARTICLE 6

MISCELLANEOUS



     Section 6.01. Notices. Any notice required to be delivered hereunder
shall be in writing and shall be addressed:


	 	 	 
	(i)	 	
if to the Company, to:
	 
	 	 	
100 Edison Park Drive

Gaithersburg, MD 20878

Fax: 301-340-5840

Attn: General Counsel
	 
	 	 	
with copies to:
	 
	 	 	
Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, CA 94025

Tel: 650-752-2000

Fax: 650-752-2111

Attn: Jean M. McLoughlin
	 
	(ii)	 	
if to Executive, to Executive’s last known address as
reflected on the books and records of the Company;



or, in each case, to such other address as such party may hereafter specify for
the purpose by written notice to the other party hereto. Any such notice shall
be deemed received on the date of receipt by the recipient thereof if received
prior to 5:00 p.m. in the place of receipt and such day is a business day in
the place of receipt. Otherwise, any such notice shall be deemed not to have
been received until the next succeeding business day in the place of receipt.


     Section 6.02. Effectiveness of Agreement. The effectiveness of this
Agreement is subject to approval by a majority of the Board of Directors of GXS
and approval by a vote of the persons who own more than 75% of the outstanding
voting stock of GXS immediately before the Effective Date. Prior to the vote
by GXS stockholders, the GXS Board of Directors will provide the GXS
stockholders with adequate disclosure of all material facts concerning all
payments under this Agreement which (but for approval of the Agreement by the
stockholders) would be parachute payments within the meaning of Section 280G of
the Code.


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     Section 6.03. Dispute Resolution. (a) Except as provided in Section
4.02, each of Executive and the Company shall have the right and option to
elect (in lieu of litigation) to have any dispute or controversy arising under
or in connection with this Agreement settled by arbitration, conducted before a
panel of three arbitrators sitting in a location in Maryland, in accordance
with the rules of the American Arbitration Association then in effect.
Executive’s election to arbitrate, as herein provided, and the decision of the
arbitrators in that proceeding, shall be binding on the Company and Executive.
Judgment may be entered on the award of the arbitrator in any court having
jurisdiction.


     (b)       Each party shall pay its own expenses of such arbitration or
litigation and all common expenses of such arbitration or litigation shall be
borne equally by Executive and the Company. Each party to an arbitration or
litigation hereunder shall be responsible for the payment of its own attorneys’
fees.


     Section 6.04. Unfunded Agreement. The obligations of the Company under
this Agreement represent an unsecured, unfunded promise to pay benefits to
Executive and/or Executive’s beneficiaries, and shall not entitle Executive or
such beneficiaries to a preferential claim to any asset of the Company.


     Section 6.05. Non-exclusivity Of Benefits. Unless specifically provided
herein, neither the provisions of this Agreement nor the benefits provided
hereunder shall reduce any amounts otherwise payable, or in any way diminish
Executive’s rights as an employee of the Company, whether existing now or
hereafter, under any compensation and/or benefit plans (qualified or
nonqualified), programs, policies, or practices provided by the Company, for
which Executive may qualify; provided, however, that the Severance Benefits
shall be in lieu of any severance benefits under any such plans, programs,
policies or practices. Vested benefits or other amounts which Executive is
otherwise entitled to receive under any plan, policy, practice, or program of
the Company (i.e., including, but not limited to, vested benefits under any
qualified or nonqualified retirement plan), at or subsequent to the date of
termination of Executive’s employment shall be payable in accordance with such
plan, policy, practice, or program except as expressly modified by this
Agreement.


     Section 6.06. Employment Status. Nothing herein contained shall
interfere with the Company’s right to terminate Executive’s employment with the
Company at any time, with or without Cause, subject to the Company’s obligation
to provide Severance Benefits or Separation Benefits, if any. Executive shall
also have the right to terminate Executive’s employment with the Company at any
time without liability, subject only to the provisions hereof and Executive’s
obligations hereunder.


     Section 6.07. Entire Agreement. This Agreement represents the entire
agreement between Executive and the Company and its affiliates with respect to
Executive’s employment and/or severance rights, and supersedes all prior


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discussions, negotiations, and agreements concerning such rights; provided,
however, that any amounts payable to Executive hereunder shall be reduced by
any amounts paid to Executive as required by any applicable law in connection
with any termination of Executive’s employment.


     Section 6.08. Tax Withholding. Notwithstanding anything in this
Agreement to the contrary, the Company shall withhold from any amounts payable
under this Agreement all federal, state, city, or other taxes as are legally
required to be withheld.


     Section 6.09. Waiver Of Rights. The waiver by either party of a breach
of any provision of this Agreement shall not operate or be construed as a
continuing waiver or as a consent to or waiver of any subsequent breach hereof.


     Section 6.10. Severability. In the event any provision of this
Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of this Agreement, and this
Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.


     Section 6.11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland without
reference to principles of conflict of laws.


     Section 6.12. Counterparts. This Agreement may be signed in several
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were on the same instrument.


ARTICLE 7

DEFINITIONS



     For purposes of this Agreement, the following terms shall have the
meanings set forth below.


     “Accrued Benefits” has the meaning accorded such term in Section 3.03.


     “Accrued Compensation” has the meaning accorded such term in Section 3.03.


     “Affiliate” has the meaning accorded to such term in Rule 12b-2 under the
Exchange Act.


     “Agreement” has the meaning accorded such term in the introductory
paragraph of this Agreement.


     “Base Salary” has the meaning accorded such term in Section 2.01.


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     “Beneficial Ownership” A Person shall be deemed the “Beneficial Owner”
of, and shall be deemed to “beneficially own,” securities pursuant to Rule
13d-3 under the Exchange Act.


     “Board” means, the Board of Directors of the Company.



     “Cause” means the occurrence of any one or more of the following:



		
	 	     (i)      Executive’s willful and continued failure substantially to
perform the duties of Executive’s position as then in effect (other than
as a result of incapacity due to physical or mental illness) which
failure is not remedied within fifteen business days of written notice
from the Company;
	 
	 	     (ii)      Executive’s gross negligence or willful malfeasance in the
performance of Executive’s duties hereunder as then in effect;
	 
	 	     (iii)      Executive’s breach of any of the covenants contained in
Section 4.01; or
	 
	 	     (iv)      Executive’s commission of an act constituting fraud,
embezzlement, or any other act constituting a felony.



For purposes of this definition, no act or failure to act shall be deemed
“willful” unless effected by Executive not in good faith and without reasonable
belief that such action or failure to act was in the best interests of the
Company.


     “Change in Control” means the occurrence of any of the following:



		
	 	     (i)      the consummation of a merger or consolidation of the Company or
GXS with or into any other entity pursuant to which the stockholders of
the Company or GXS, as applicable, immediately prior to such merger or
consolidation hold less than 50% of the voting power of the surviving
entity;
	 
	 	     (ii)      the sale or other disposition of all or substantially all of
the Company’s or GXS’s assets or any approval by the stockholders of the
Company or GXS of a plan of complete liquidation of the Company or GXS,
as applicable;
	 
	 	     (iii)      any acquisition by any person or persons (other than the
direct and indirect stockholders of the Company or GXS immediately after
the Closing Date) of the Beneficial Ownership of 50% or more of the
voting power of the Company’s or GXS’s equity securities in a single
transaction or series of related transactions; provided, however, that
an underwritten public offering of the Company’s or GXS’s securities
shall not be considered a Change in Control; or



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	 	     (iv)      any change in the composition of the Board over a two-year
period such that the directors at the beginning of the period and new
directors elected during that period and approved by two-thirds of the
incumbent directors cease to constitute at least a majority of the
Board.




		
	 	provided, however, that a transaction shall not constitute a Change in
Control if its sole purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction.



     “Closing Date” means the closing date of the Recapitalization.


     “Code” means the Internal Revenue Code of 1986, as amended.



     “Effective Date” means the last date of the Transition Period.


     “Employment Term” has the meaning accorded such term in Section 1.02.


     “Exchange Act” means the Securities Exchange Act of 1934, as amended.


     “Good Reason” means the occurrence of any of the following without
Executive’s written consent:



		
	 	     (i)      Any change in Executive’s title or position that constitutes a
material diminution in authority as compared to the authority of his
title or position as of the Effective Date, or any substantial
diminution in Executive’s duties and responsibilities (other than a
change due to Executive’s disability);
	 
	 	     (ii)      Any refusal or failure by the Company to pay compensation or
provide benefits in accordance with this Agreement; or
	 
	 	     (iii)      Any relocation of Executive’s office or the Company’s
principal executive office to a location more than 50 miles from its
location on the Closing Date;
	 
	 	provided, however, that no act or failure to act by the Company shall
give rise to “Good Reason” if cured within 30 days of written notice by
Executive to the Company.



     “Option” has the meaning accorded such term in Section 2.05.



     “Person” means an individual, corporation, partnership, association, trust
or any other entity or organization.


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     “Qualifying Event” has the meaning accorded such term in Section 3.01.


     “Securities Act” means the Securities Act of 1933, as amended.


     “Separation Benefits” has the meaning accorded such term in Section 3.04.


     “Severance Benefits” has the meaning accorded such term in Section 3.03.


     “Subsidiary” of any Person means any other Person of which securities or
other ownership interests having voting power to elect a majority of the board
of directors or other Persons performing similar functions are at the time
directly or indirectly owned by such Person.


     “Vesting Commencement Date” shall have the meaning accorded such term in
Section 2.05(c).


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     IN WITNESS WHEREOF, the Company, GXS and Executive have executed this
Agreement, to be effective as of the day and year first written above.



	 	 	 
	 	GE INFORMATION SERVICES, INC
	 
	 	By:	/s/ Brian J. Ruder



Name: Brian J. Ruder

Title: Vice President
	 
	 	GXS HOLDINGS, INC
	 
	 	By:	/s/ Brian J. Ruder



Name: Brian J. Ruder

Title: Vice President
	 
	 	 	EXECUTIVE:
	 
	 	 	/s/ Harvey F. Seegers



HARVEY SEEGERS



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