Ex-10.32



 





Exhibit 10.32




SEPARATION AGREEMENT

AND

RELEASE




     THIS SEPARATION AGREEMENT AND RELEASE AGREEMENT (the “Agreement”) dated as of this 5th day of
May 2006, made by and between George A. Burnett (hereinafter referred to as “Executive”), and R.H.
Donnelley Corporation (hereinafter, unless the context indicates to the contrary, deemed to include
its subsidiaries, partnerships and affiliates and referred to as the “Company”).



     WITNESSETH THAT:



     WHEREAS, Executive has been employed by the Company pursuant to the terms and conditions of an
Employment Agreement dated February 21, 2006 (as amended to date, the “Employment Agreement”);



     WHEREAS, Executive’s employment with the Company under the terms and conditions of the
Employment Agreement will terminate as of May 5, 2006 (the “Termination Date”);



     WHEREAS, Section 7(f) of the Employment Agreement requires Executive to execute a general
release of claims in favor of the Company as a condition to receiving certain benefits and payments
under Section 7 of the Employment Agreement; and



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



     NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter provided and
of the actions taken pursuant thereto, the parties agree as follows:



     1. Termination Date. Executive’s employment with the Company under the terms and
conditions of the Employment Agreement will be terminated effective as of the Termination Date.



     2. Entitlements under Employment Agreement. Upon Executive’s termination of
employment, Executive shall be entitled to the payments and benefits set forth below in accordance
with Section 7 (as the case may be) of the Employment Agreement. Executive acknowledges and agrees
that he is not entitled to (and waives to the extent so entitled) any other or different payments
or benefits under the Employment Agreement or otherwise as a result of such termination. Each of
the Company’s and Executive’s rights and obligations under the Employment Agreement shall terminate
as of the Termination Date, except those that expressly survive termination of the Employment
Agreement under the terms of the Employment Agreement or this Agreement, which shall expressly
survive the termination of the Employment Agreement and the release set forth herein.



 









 





     3. Severance Payment. In accordance with the provisions of Section 7 of the Employment
Agreement and subject to Section 17 of the Employment Agreement, in lieu of further salary or bonus
payments, Executive shall be entitled to receive the Severance Payment in lump-sum cash amount
(without reduction for time value of money) equal to $1,284,282 (representing 150% of Executive’s
Base Salary at the rate in effect on the date of Notice of Termination plus 150% of Executive’s
Target Bonus at the rate in effect on the date of Notice of Termination) payable on or about
November 6, 2006.



     4. Benefits. In accordance with Section 7 of the Employment Agreement and subject to
Section 17 of the Employment Agreement, for the earlier to occur of thirty-six (36) months from the
Termination Date and the availability to Executive of comparable health insurance coverage in
connection with subsequent employment or self-employment, the Company shall continue to provide
Executive an opportunity to participate in the Company’s health, medical, dental, life insurance
and disability plans for which he was eligible immediately prior to the time of the Notice of
Termination, or comparable coverage. The Executive shall pay the full premium cost for the
coverage for which the Executive shall continue to be eligible pursuant to Section 7(c)(iii) of the
Employment Agreement. Following the expiration of such 36-month period, the Executive shall be
eligible for COBRA continuation coverage under the Company’s group health plan in accordance with
the then existing plans, policies and practices of the Company. The Company will invoice Executive
monthly for the cost of continued participation in such plans. The foregoing shall not be
construed to require the Company to maintain any plan presently in effect or to adopt any new or
replacement plan, all such decisions with respect to plans being reserved by the Company in its
sole and absolute discretion. In addition, all cash amounts and deferred shares (if any) credited
to Executive’s account under the Company’s Deferred Compensation Plan will be paid out to Executive
in kind (cash for cash and shares for shares) as promptly as practicable after the Valuation Date
next following the Termination Date, in accordance with the provisions of that Plan.



     5. Stock Options. Notwithstanding anything to the contrary set forth herein, all
outstanding options will be treated in accordance with the award documents evidencing such options.



     6. Pro Rata Bonus. In accordance with the provisions of Section 7 of the Employment
Agreement and subject to Section 17 of the Employment Agreement, Executive shall be entitled to
receive a payment of $127,327 reflecting a pro rata (for 125 days of 360 total days) portion of his
target bonus, payable on or about November 6, 2006.



     7. Withholding Taxes. All amounts payable by Company to Executive under this
Agreement shall be reduced for any applicable withholding taxes.



     8. Non-Competition. Executive hereby acknowledges the restrictions set forth in
Section 11 of the Employment Agreement (the “Non-Compete Provisions”) and, as consideration for the
payments and benefits set forth above, Executive hereby agrees that Executive shall be bound by
such Non-Compete Provisions for the twelve-month period commencing as of the Termination Date.



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     9. Confidentiality; Non-Disparagement. Executive hereby acknowledges the restrictions
set forth in Section 12 of the Employment Agreement (the “Confidentiality and Non-Disparagement
Provisions”) and, as consideration for the payments and benefits set forth above, Executive hereby
agrees that Executive shall continue to be bound by such Confidentiality and Non-Disparagement
Provisions into perpetuity. Without limiting the generality of the foregoing, the existence and
the terms and conditions of this Agreement shall constitute confidential information covered by the
Confidentiality and Non-Disparagement Provisions, except that Executive shall have the right to
disclose the existence and terms of this Separation Agreement and Release to the extent reasonably
necessary to enforce his rights hereunder or those rights that survive under the Employment
Agreement.



     10. Material Inducement. Executive acknowledges and agrees that the Non-Compete
Provisions and the Confidentiality and Non-Disparagement Provisions are an essential element of the
parties’ agreement, are a material inducement for the Company to make the payments and provide the
benefits set forth above and the breach thereof would be a material breach of this Agreement.
Executive further acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of the Non-Compete Provisions or the Confidentiality and Non-Disparagement
Provisions would be inadequate and, in recognition of this fact, Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at law, the Company,
without posting any bond, shall be entitled to seek equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent injunction or any other equitable
remedy which may then be available.



     11. Release.



          a. Except with respect to Executive’s rights hereunder and those rights of Executive that
survive under the Employment Agreement, Executive, Executive’s representatives, successors and
assigns releases and forever discharges the Company and its successors, assigns, subsidiaries,
affiliates, directors, officers, executives, attorneys, agents and trustees or administrators of
any Company plan from any and all claims, demands, debts, damages, injuries, actions or rights of
action of any nature whatsoever (collectively “Claims”), whether known or unknown, which Executive
had, now has or may have (provided, however, that Claims accruing after the date hereof shall not
be released hereby) against the Company, its successors, assigns, subsidiaries, affiliates,
directors, officers, executives, attorneys, agents and trustees or administrators of any Company
plan, including, without limitation, Claims relating to or arising out of Executive’s employment
with the Company or the termination of such employment. Executive represents that Executive has
not filed any action, complaint, charge, grievance or arbitration against the Company or any of its
successors, assigns, subsidiaries, affiliates, directors, officers, Executives, attorneys, agents
and trustees or administrators of any Company plan.




          b. Executive covenants that neither Executive, nor any of Executive’s respective heirs,
representatives, successors or assigns, will commence, prosecute or cause to be commenced or
prosecuted against the Company or any of its successors, assigns, subsidiaries, affiliates,
directors, officers, executives, 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 to be released by this Agreement, nor will Executive




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seek to challenge the validity of this Agreement, except that this covenant not to sue does
not affect Executive’s future right to enforce appropriately in a court of competent jurisdiction
the terms of this Agreement or the terms that survive under the Employment Agreement.




          c. By releasing the claims described in this Section 11, Executive does not waive any claims
that cannot be waived as a matter of law, including without limitation any claims filed with the
Equal Employment Opportunity Commission, the U.S. Department of Labor or claims under the Age
Discrimination in Employment Act that arise after the date of this Agreement.




     12. Executive Acknowledgments. Executive acknowledges that (a) Executive has been
advised to consult with an attorney before executing this Agreement and that Executive has been
advised by an attorney or has knowingly waived Executive’s right to do so, (b) Executive has been
offered a period of at least twenty-one (21) days to consider this Agreement, (c) Executive has a
period of seven (7) days from the date hereof 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, (d) Executive fully understands the terms and contents of this Agreement and freely,
voluntarily, knowingly and without coercion enters into this Agreement, and (e) the waiver or
release by Executive of rights or claims Executive may have under Title VII of the Civil Rights Act
of 1964, The Executive Retirement Income Security Act of 1974, the Age Discrimination in Employment
Act of 1967, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Americans
with Disabilities Act, the Rehabilitation Act, the Worker Adjustment and Retraining Act (all as
amended) and/or any other local, state or federal law dealing with employment or the termination
thereof is knowing and voluntary and, accordingly, that it shall be a breach of this Agreement to
institute any action or to recover any damages that would be in conflict with or contrary to this
acknowledgment or the releases Executive has granted hereunder. Executive understands and agrees
that the Company’s payment of money and other benefits to Executive and Executive’s signing of this
Agreement does not in any way indicate that Executive has any viable claims against the Company or
that the Company admits any liability whatsoever.



     13. Notice of Termination. Each of Executive and the Company hereby waives the Notice
of Termination provided for in Section 7(e)(i) of the Employment Agreement.



     14. Entire Agreement. Except as provided herein, this Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and shall be binding upon
and shall inure to the benefit of the parties hereto and their respective successors, assigns,
heirs and legal representatives. Neither this Agreement nor any rights hereunder shall be
assignable by Executive without the Company’s written consent, other than by operation of the laws
of descent and distribution.



     15. Severability. If for any reason any one 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. In any such event, such provision shall be read by such court to be as
broad and restrictive as possible without being found to be inoperative, unenforceable or invalid.



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



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



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.





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     IN WITNESS WHEREOF, Executive and R.H. Donnelley Corporation, by its duly authorized agent,
have hereunder executed this Agreement.



	 	 	 
	 

	 	/s/
George A. Burnett 
	 

	 	 
	 

	 	George A. Burnett
	 
	 	 
	 

	 	R.H. DONNELLEY CORPORATION
	 
	 	 
	 

	 	/s/
Robert J. Bush 
	 

	 	 
	 

	 	Robert J. Bush

Senior Vice President,

General Counsel and

Corporate Secretary