Local Tech Wire

CARY, N.C. – David Swanson is cashing out from yellow pages and online advertising firm (NYSE: DEXO) with a separation package that could be worth more than $15 million.

In a filing with the Securities and Exchange Commission, the Cary-based company said Swanson is retiring as chairman and chief executive officer as of May 28 but is doing so under that is “in connection with a termination not for cause.”

Swanson is to receive a “lump sum separation payment of $6,446,250” as well as accrued vacation pay and a portion of a bonus due for 2010.

The executive also could receive another $3.5 million in performance pay plus more than $5.7 million in pension payments as well as additional money for insurance and medical benefits.

Dex One made no reference to the “termination not for cause” in its press announcement about Swanson’s departure.

Swanson has been CEO of the company since May of 2002 and chairman since December of that year.

The company, formerly known as R.H. Donnelley, recently emerged from bankruptcy. Dex One shares fell more than 9 percent, or $1.89, on Tuesday to close at $18.57.

The SEC filing reads:

“On May 21, 2010, Dex One Corporation (the “Company”) announced that David C. Swanson, the Company’s Chairman and Chief Executive Officer, intends to retire effective May 28, 2010. The Company’s Board of Directors is initiating a search for a new chief executive officer and anticipates naming a new chief executive officer in the next several months.

“In connection with Mr. Swanson’s departure, the Company and its wholly-owned subsidiaries, R.H. Donnelley Inc., Dex Media West, Inc. and Dex Media East, Inc., entered into a Separation Agreement with Mr. Swanson (the “Separation Agreement”) on May 20, 2010. The Separation Agreement provides that Mr. Swanson will receive severance benefits to which he is entitled under his Amended and Restated Employment Agreement dated as of December 31, 2008, as amended (the “Agreement”), in connection with a termination not for Cause following a Change of Control (as such terms are defined in the Agreement).

“In particular, Mr. Swanson will receive a lump-sum separation payment of $6,446,250 plus accrued and unpaid vacation days as well as a pro rata portion of Mr. Swanson’s 2010 annual bonus. The pro rata portion of his 2010 annual bonus will be paid no later than March 15, 2011. The Company will reimburse Mr. Swanson for the costs of obtaining term life insurance coverage from the separation date until the earlier of (i) December 31, 2013 and (ii) the date on which Mr. Swanson becomes employed or self-employed.

“In addition, the Company will reimburse Mr. Swanson for costs of obtaining health, medical and dental insurance and long-term disability insurance benefits from the separation date until the earlier of (i) May 31, 2013 and (ii) the date on which Mr. Swanson becomes employed or self-employed.

“Mr. Swanson will also be reimbursed for costs of financial planning and outplacement services, dues for continuing his health club and country club memberships and executive health expenses during this period. He will also have access to periodic administrative and technical support through the end of 2010.

“Following the separation date, Mr. Swanson will have no equity interest in the Company or any of its affiliates or subsidiaries other than 25,320 previously issued and currently unvested stock appreciation rights in the Company. All other unvested stock appreciation rights held by Mr. Swanson will terminate. Further, Mr. Swanson will continue to participate in the Company’s 2009 Long Term Incentive Plan (“2009 LTIP”) and will be eligible to receive payment of up to $3,485,750 under the 2009 LTIP subject to satisfaction of the performance standards contained in the 2009 LTIP.

“Mr. Swanson will also receive $5,703,183.50 in full satisfaction for amounts due to him under certain non-qualified pension plans. He will also receive his vested benefits under the Company’s qualified pension plan and under the R.H. Donnelley Corporation Restoration Plan.

“Pursuant to the Separation Agreement, Mr. Swanson agreed to release the Company from, among other things, all claims, demands, damages, actions or rights of action of any nature, arising out of or related to or based upon his employment with the Company. Mr. Swanson further agreed to comply with and be bound by a 12 month non-competition and non-solicitation covenant beginning on the Separation Date and covenants prohibiting disclosure of the Company’s confidential information.

“The above description of the Separation Agreement is qualified in its entirety by reference to the copy of such agreement filed herewith as Exhibit 10.1 and incorporated herein by reference. …”

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