EXHIBIT 10.31
**SEPARATION AGREEMENT**
     SEPARATION AGREEMENT (this “Agreement”) dated as of December 1, 2003 byand among Global eXchange Services, Inc., a Delaware corporation (together withits successors, the **“Company”),**GXS Holdings, Inc., a Delaware corporation(together with its successors, “GXS”), and Harvey Seegers (“Executive”), to beeffective as of the Effective Date.
     WHEREAS, the Company, GXS and Executive entered into the EmploymentAgreement dated as of September 28, 2002 (the **“Employment Agreement”),**pursuantto which Executive agreed to serve as President and Chief Executive Officer;
     NOW THEREFORE, in consideration of the mutual covenants and agreements ofthe parties set forth in this Agreement, the parties hereto agree asfollows:
     *1. Separation.*Effective as of December 1, 2003 (the “Separation Date”),Executive’s employment as President and Chief Executive Officer of the Companyhas terminated, together *with*all other positions which he holds with theCompany, GXS, and their subsidiaries and affiliates, including his position onthe Board of Directors of such entities. The termination of Executive’semployment shall constitute a termination without Cause (other than by reasonof Executive’s death or disability) for purposes of the Employment Agreement.
     *2. Separation Payments and Benefits.*Subject to Executive’s execution of therelease set forth in Section 3 hereof and his compliance with theprovisions ofthis Agreement and the Proprietary Information and Inventions Agreement datedSeptember 30, 2002 (the **“Proprietary Agreement”)**between Executive and theCompany, Executive shall receive the following benefits and payments, reducedby any required withholding of taxes, in satisfaction of the Company’sobligations to Executive under the Employment Agreement or otherwise:
     *(a) Accrued Compensation.*The Company has paid or shallpay Executive any accrued but unpaid compensation through theSeparation Date as required by applicable law.
     *(b) Severance Payments.*As soon as practicable after theEffective Date, the Company shall pay to Executive a lump sum in cashequal to $1,443,145, which represents the sum of (i) the pro rata portion(through the Separation Date) of the First-Year Bonus (as defined in theEmployment Agreement) paid to Executive (which was $333,000 forcalendar year 2002) and (ii) 1.5 times the sum of (A) Executive’s currentbase salary (which is $425,000 on an annualized basis) and (B) the FirstYear Bonus paid to Executive (which was $333,000 for calendar year2002).
 

 

     *(c) Equity. As*of the Effective Date, each option to purchase shares of stock of GXS (the **“Options”)**held by Executive as of theSeparation Date shall become immediately vested and exercisable. TheOptions shall remain exercisable for 12 months following the SeparationDate, at which time they will terminate if not exercised. The Options(andany stock acquired on exercise thereof) shall remain subject to the termsofthe GXS Stock Incentive Plan and the applicable option agreement(together, the **“Option Agreement’’,**including but not limited to anyrights of repurchase by GXS.
     *3. Release.*Executive agrees to and does fully and completely release,discharge and waive any and all claims, complaints, causes of action or demandsof whatever kind which Executive has or may have, whether known or unknown,against the Company, GXS, their subsidiaries, stockholders, affiliates,predecessors and successors and all their officers, directors, and employees byreason of, matter, cause or thing which has occurred prior to theEffective Date in Executive’s capacity as an employee or securityholder of theCompany or its affiliates or otherwise **(“Claims”).**Executive understands andaccepts that this Agreement specifically covers, but is not limited to, any andallClaims which Executive has or may have against the Company, GXS and theiraffiliates relating in any way to his employment arrangements or tocompensation,or to any other terms, conditions or circumstances of his former employmentwiththe Company and its affiliates, and to the termination of such employment,whether for severance or based on statutory or common law claims foremployment discrimination (including under the Age Discrimination inEmployment Act), wrongful discharge, breach of contract or any other theory,whether legal or equitable. Executive acknowledges that this Release shallextendto unknown, as well as known claims, and hereby waives the application of anyprovision of law that purports to limit the scope of a general release.Notwithstanding the foregoing, Executive does not waive any rights which hemay be entitled to seek to enforce this Agreement or to seek indemnificationwithrespect to liability incurred by Executive as an officer or director of theCompanyor its affiliates. Executive agrees the obligations set forth in Section 2 ofthisAgreement are the only outstanding obligations of the Company and itsaffiliatesto Executive.
     *4. Confidentiality; No Disparagement.*(a) Executive agrees nottomake negative statements or representations, or otherwise communicatenegatively, directly or indirectly, in writing, orally, or otherwise, or takeanyaction which may, directly or indirectly, disparage or be damaging to theCompany, its subsidiaries, affiliates, successors or their officers, directors,employees, business or reputation. Executive agrees not to participate in thepublication of any information concerning the facts underlying the terminationofhis employment and this Agreement, other than in cooperation with the Company.
 

 

The Company and GXS agree notto make any negative statements or representations, or otherwise communicate negatively, directly or indirectly,in writing, orally or otherwise, or take any action which may, directly orindirectly,disparage or be damaging to Executive. The Company and GXS agree not toparticipate in the publication of any information concerning the factsunderlying the termination of Executive’s employment and this agreement, otherthan in cooperation with the Executive.
     (b) Each of the Company and GXS agrees that it shall not, and shall notauthorize any of its officers, agents, employees or other representatives to,make negative statements or representations, or otherwise communicatenegatively, directly or indirectly, in writing, orally or otherwise, which may,directly or indirectly, in any way disparage or be damaging to Executive.
     *5. Covenants.*(a) Executive acknowledges and agrees that he will continue to bebound by the **Proprietary Agreement.**Without limiting the foregoing, Executiveagrees that all Proprietary Information (as defined in the ProprietaryAgreement) obtained by Executive as a result of his position or involvementwith the Company and its *affiliates shall*be considered confidential. Inrecognition of such fact, Executive agrees not to disclose any of suchProprietary Information to any person or other entity for any reason or purposewhatsoever and not to make use of any Proprietary Information for his ownpurposes or for the benefit of any person or other entity. Executive agrees todeliver to the Company all memoranda, notes, devices documents, and other data,together with all copies thereof, and any other material relating to thebusiness of the Company and its affiliates.
     (b) For a period of 18 months after the Separation Date, Executive shallnot, 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 connectedwith, or have any interest in, any firm or person which directly competes witha line or lines of business which the Company, GXS or any of their subsidiarieswas engaged in or sought to be engaged in during the Employment Term; *provided*that Executive may (i) purchase securities in any corporation whose securitiesare listed or traded on a national securities exchange or in anover-the-counter securities market if such purchases do not result in Executivebeneficially owning, directly or indirectly, at any time 5% or more of theequity securities of any such corporation and (ii) be an employee, independentcontractor or officer of any such firm or person provided Executive has nodirect or indirect duties or responsibilities with respect to any activities ofsuch firm or person which are competitive with any line or lines of business ofthe Company, GXS or any of their subsidiaries.
     (c) For a period of 18 months after the Separation Date, Executiveshall not, directly or indirectly:
 

 

     (i) induce or attempt to induce any employee of the Company, GXS ortheir subsidiaries be employed or perform services elsewhere;
     (ii) solicit or attempt to solicit the trade of any individual orentity which, at the time of such solicitation, is a customer of theCompany, GXS or any of their subsidiaries or which the Company, GXS orany of their subsidiaries is undertaking reasonable steps to procure as acustomer at the time of or immediately preceding termination ofemployment; *provided, however,*that this limitation shall only apply toany product or service which is in competition with a product or serviceof’ the Company, GXS or any of their subsidiaries.
     (d) In connection with the termination of Executive’s employmenthereunder, Executive shay cooperate with the Company and its affiliates toensurean orderly transition, in such a manner and at such times as the Company shallreasonably request.
     *6. Remedies. (a)*Executive acknowledges and agrees that theCompany’s remedies at law for a breach or threatened breach of any of theprovisions of Section 5 would be inadequate and in recognition of this fact,Executive agrees that, in the event of a breach or threatened breach, inaddition toany remedies at law, the Company, without posting any bond, shall be entitledtoobtain equitable relief in the form of specific performance, temporaryrestraining !order, temporary or permanent injunction or any other equitable remedy whichmay then be available.
     (b) It is expressly understood and agreed that although Executive andthe Company consider the restrictions contained in Section 5 to be reasonable,if afinal judicial determination is made by a court of competent jurisdiction thatanyrestriction contained in this Agreement is an unenforceable restriction againstExecutive, the provisions of this Agreement shall not be rendered void butshall Ibe deemed amended to apply to the maximum extent as such court may judiciallydetermine or indicate to be enforceable. Alternatively, if any court ofcompetentjurisdiction finds that any restriction contained in this Agreement isunenforceable, and such restriction cannot be amended so as to make itenforceable, such finding shall not affect the enforceability of any of theotherrestrictions contained herein.
     *7. Entire Agreement; Amendment.*This Agreement, together with theProprietary Agreement and the Option Agreement, contains the entire runderstanding of the parties with respect to the termination of Executive’semployment and supersedes any other agreements or plans with the Company,GXS and their affiliates pursuant to which Executive may have rights (includingthe Employment Agreement), except that the terms of the Proprietary Agreementand Option Agreement shall continue in full force and effect.. It may not be
 

 

altered, modified or amended except by a written agreement signed by bothparties hereto.
     *8. Effectiveness.*Executive has been advised, andunderstands, that(i) Executive have 21 days to consider this Agreement (which shall beconsideredwaived should Executive execute this letter prior to the lapse of such 21days),(ii) Executive can revoke this Agreement during a period of 7 days followingits execution, and (iii) this Agreement will become effective and enforceableupon the expiration of the revocation period (the “Effective Date”).
     *9. No Waiver. The*failure of a party to insist upon strict adherence to anyterm of this Agreement on any occasion shall not be considered a waiver of suchparty’s rights or deprive such party of the right thereafter to insist uponstrict adherence to that tern or any other term of this Agreement.
     *10. Severability. In*the event that any one or more of the provisions of thisAgreement shall be or become invalid, illegal or unenforceable in any respect,the validity, legality or enforceability of the remaining provisions of thisAgreement shall not be affected thereby
     *11. Assignment. This*Agreement shall inure to the benefit of and be bindingupon the parties hereto and their respective heirs, representatives,successors and assigns. This Agreement shall not be assignable by Executive andshall be assignable by the Company only to an affiliate or successor of theCompany. l
     *12. Acknowledgment.*Executive acknowledges that Executive has *carefully*readthis Agreement, *fully*understands and accepts all of its provisions and signsit voluntarily of Executive’s own free will. Executive further acknowledgesthat he has been provided a full opportunity to review and reflect on the termsof this Agreement and to seek the advice of legal counsel of his choice.
 

 

     *13. Governing Law. This*Agreement shall be governed by and construed inaccordance with the laws of the State of Maryland.
GLOBAL EXCHANGE SERVICES, INC:
By: /s/ Bruce E. Hunter, Senior Vice President
GXS HOLDINGS, INC.
By: /s/ Bruce E. Hunter, Senior Vice President
Executive:
/s/ Harvey Seegers