SEVERANCE AGREEMENT
And
RELEASE
THIS SEVERANCE AGREEMENT AND RELEASE AGREEMENT (the 'Agreement') dated as
of this 24th day of March, 1999, made by and between Frederick J. Groser
(hereinafter referred to as 'Employee'), 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, Employee has been employed by the Company pursuant to the terms
of an Employment Agreement dated September 28, 1998 (the 'Employment
Agreement'); and
WHEREAS, Employee shall be terminated from the Company as of March 31,
1999 (the 'Termination Date');
WHEREAS, Section 8(h) of the Employment Agreement requires Employee to
execute a general release of claims in favor of the Company as a condition to
receiving benefits and payments under 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. Employee's employment with the Company, and
Employee's membership on any committees, is terminated, effective on the
Termination Date.
2. Severance Payment. In addition to the severance payments that
Employee is entitled to receive pursuant to Section 8(c) of the Employment
Agreement, Employee shall be entitled to receive, subject to the approval of
the Company's Compensation and Benefits Committee, on account of the
performance shares awarded to Employee under the Key Employees' Performance
Unit Plan for the performance period from July 1, 1998 through December 31,
1999, the amount of $230,000, which amount shall be payable in cash as of March
31, 2000 (the 'Pers Payment').
3. Non-Competition. In addition to all of the restrictions set forth in
Section 12 of the Employment Agreement (the 'Non-Compete Provisions'), as
consideration for the Pers Payment, Employee hereby agrees that Employee shall
not be permitted, for the period commencing on the Termination Date through
March 31, 2000, to be engaged in any way with either Yellow Book USA, L.P. or
TransWestern Publishing, or their respective subsidiaries, partnerships,
affiliates, successors and assigns whether such engagement is as an officer,
director, employee, partner, investor, consultant, advisor, agent, sales
representative or other participant. In the event of a breach of the foregoing
covenant (the 'Employment Restriction Provision') or the Non-Compete
Provisions, Employee shall forfeit all rights to the Pers Payment. Moreover,
Employee acknowledges and agrees that the Employment Restriction Provision is
an essential element of the parties' agreement with respect to the Pers
Payment, is a material inducement for the Company to make the Pers Payment and
the breach thereof would be a material breach of this Agreement. Employee
further acknowledges and agrees that the Company's remedies at law for a breach
or threatened breach of the Employment Restriction Provision would be
inadequate and, in recognition of this fact, Employee 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 obtain 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.
4. Release.
a. Except with respect to Employee's rights hereunder or under the
Employment Agreement, Employee, Employee's representatives, successors and
assigns releases and forever discharges the Company and its successors,
assigns, subsidiaries, affiliates, directors, officers, employees, 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
Employee had, now has or may have against the Company, its successors, assigns,
subsidiaries, affiliates, directors, officers, employees, attorneys, agents and
trustees or administrators of any Company plan, from the beginning of
Employee's employment to and including the date of this Agreement, including,
without limitation, Claims relating to or arising out of Employee's employment
with the Company or the termination of such employment. 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.
b. 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.
5. Employee Acknowledgments. Employee acknowledges that (a) Employee
has been advised to consult with an attorney at Employee's own expense before
executing this Agreement and that Employee has been advised by an attorney or
has knowingly waived Employee's right to do so, (b) Employee has been offered a
period of at least twenty-one (21) days to consider this Agreement, (c)
Employee 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) Employee
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 Employee of rights or claims Employee may have under
Title VII of the Civil Rights Act of 1964, The Employee 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 Employee has granted hereunder. Employee
understands and agrees that the Company's payment of money and other benefits
to Employee and Employee's signing of this Agreement does not in any way
indicate that Employee has any viable claims against the Company or that the
Company admits any liability whatsoever.
6. Notice of Termination. Employee hereby waives the Notice of
Termination provided for in Section 8(g) of the Employment Agreement.
7. Entire Agreement. This Agreement, together with the Employment
Agreement, as hereby amended, constitutes the entire agreement of the parties
with respect to the subject matter hereof. 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.
8. 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.
9. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York, except to the extent superseded by
applicable federal law.
IN WITNESS WHEREOF, Employee and R.H. Donnelley Corporation, by its duly
authorized agent, have hereunder executed this Agreement.
______________________________
Frederick J. Groser
R.H. DONNELLEY CORPORATION
______________________________
Title: