SEPARATION AGREEMENT AND
GENERAL RELEASE
This Separation Agreement and General Release
("Agreement") is between Wireless Ronin Technologies, Inc. (the
"Company") and Brian S. Anderson (referred to in this
Agreement as "I" or "me.")
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Recital . My employment and all offices and
other positions I may have had with the Company ended April 21,
2009, with my resignation effective that date (the "Resignation
Date"). For purposes of this Agreement, my termination
is characterized as an involuntary termination without
“Cause” as such term is defined in the Executive
Employment Agreement effective December 4, 2006 between the Company
and me, as amended effective December 31, 2008 ("Employment
Agreement"). For purposes of facilitating my search for
another job, the Company and I agree to characterize my termination
of employment as a resignation pursuant to mutual agreement with
the Company. This Agreement sets forth certain
agreements between the Company and me with respect to my separation
from the Company.
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The
Company's Payment and Benefits . Notwithstanding my resignation,
pursuant to this Agreement, the Company will provide to
me:
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The Severance
Payment that would have been paid to me upon a termination by the
Company without Cause (and not in connection with a Change of
Control) as described in Section 7.01 of the Employment
Agreement. Pursuant to Section 7.01 of the Employment
Agreement, the Company shall pay the Severance Payment in equal
installments over the non-competition period of one year specified
in Section 9.02 of the Employment Agreement on regularly scheduled
pay dates pursuant to the then current payroll practices of the
Company starting June 5, 2009. The Severance Payment is
a total of $143,000.
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The Severance
Bonus of $26,250 that would have been paid to me upon a termination
by the Company without Cause (and not in connection with a Change
of Control) as described in Section 7.03 of the Employment
Agreement, subject to all of the terms and limitations set forth in
Section 7.03 of the Agreement; provided, however, that the Company
will make payment of the Severance Bonus on July 1, 2009, or that
date 15 days following my execution of this Agreement, whichever
occurs later.
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Payment of such
portion of the premiums for COBRA coverage by the Company as the
Company would have paid upon a termination by the Company without
Cause (and not in connection with a Change of Control) as described
in Section 7.04 of the Employment Agreement, subject to all of the
terms and limitations set forth in Section 7.04 of the
Agreement. This “COBRA coverage” includes
medical, dental and life insurance coverage eligible for COBRA
extension pursuant to applicable law.
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All such
benefits and payments will remain subject to the provisions of
Sections 7.01, 7.05, 7.06, 7.07, 7.08, 7.09 and Articles 8, 9 and
10 and of the Employment Agreement.
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In the event of
my death prior to receipt of the entire amount of the Severance
Payment and Severance Bonus, the Company shall make the remainder
of such Severance Payment and the Severance Bonus (if not yet paid
to me) to my estate substantially as provided by Section 2.1 of
this Agreement and Sections 7.01 and 7.03 of the Employment
Agreement.
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In exchange for
the consideration provided to me in this Agreement, including the
Company's payment of severance benefits to me, willingness to
characterize my termination of employment as a resignation for job
search purposes notwithstanding the involuntary termination without
Cause described herein, the Company's willingness to allow me to
resign, and in consideration of the Company’s willingness to
provide me with a mutually agreed letter of reference, on my own
behalf and on behalf of anyone claiming any rights through me, I
fully and finally release, waive, and give up all My Claims (as
defined below) against the Company and all Related Parties (as
defined below).
"Related
Parties" means any parent, subsidiary, predecessor, successor,
affiliate or other organization or entity related to the Company,
and any of their past or present officers, directors, shareholders,
employees, committees, insurers, indemnitors, pension or welfare,
and other benefit plans, successors, assigns,
committees, administrators, and all persons acting on behalf of, or
on instruction from the Company or any other related organization
or entity.
"My Claims" as
used in this Agreement means, all claims, actions, causes of
action, demands, and rights I have or may have against the Company
or any Related Parties, arising out of any acts, facts, or events
which occurred in whole or in part before I signed this Agreement
whether or not I now know about or suspect them and whether past or
present. "My Claims" includes but is not limited to, all
such claims for damages, compensation, expenses (including
attorneys' fees) and any other form of relief, regardless of the
law or legal theory on which such claim is based and includes but
is not limited to all claims under the federal Age Discrimination
in Employment Act ("ADEA"), the Older Worker's Benefit Protection
Act, Title VII of the Civil Rights Act, the Civil Rights Act of
1991, the American with Disabilities Act, the Employee Retirement
Income Security Act, the Family and Medical Leave Act, the
Minnesota Human Rights Act, as each may have been amended, and all
claims of any nature under any other federal, state, or local
statute, ordinance or other law or legal theory, including any
based on wrongful discharge, breach of any contract, promissory
estoppel, emotional distress, defamation, negligence, invasion of
privacy, or any other theory, and including all claims related to
my employment or separation from employment with the
Company.
I understand
that I am giving up all of My Claims as
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