SEVERANCE AGREEMENT
And
RELEASE
THIS SEVERANCE AGREEMENT AND RELEASE AGREEMENT (the 'Agreement') dated as
of this 23rd day of July, 1999, made by and between Alexander R. Marasco
(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 July 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 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 by no later than August 31,
1999 (the 'Pers Payment').
3. Non-Competition. Employee shall be subject to the restrictions set
forth in Section 12 of the Employment Agreement.
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.
______________________________
Alexander R. Marasco
R.H. DONNELLEY CORPORATION
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