EXHIBIT 10.35
SEPARATION
AGREEMENT
THIS
AGREEMENT is made between
Winland Electronics, Inc., a Minnesota corporation (the
“Company”), and Terry Treanor (the
“Employee”).
BACKGROUND:
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A.
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The Employee
and the Company are parties to an Employment Agreement dated
January 5, 2007 (the “Employment Agreement”) under
which the Employee is employed by the Company. Under the
terms of the Employment Agreement, Employee is entitled to
severance pay under certain circumstances including the condition
that he release the Company in exchange for such severance
pay.
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B.
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Employee and
the Company have reached an agreement regarding the
Employee’s separation from the Company and desire to
memorialize that agreement.
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THE COMPANY AND THE EMPLOYEE
AGREE AS FOLLOWS:
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1.
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TERMINATION OF EMPLOYMENT
. Employee's
employment with the Company is terminated effective as of the close
of the Company’s business day on February 13, 2008 (the
“Termination Date”).
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2.
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PAYMENT . In exchange for the promises, releases
and agreements made by the Employee in this Agreement and in full
satisfaction of its obligations under the Employment Agreement,
absent rescission of this Agreement, the Company will (1) pay
Employee at regular payroll intervals an amount equal to nine (9)
months of Employee’s current base salary, subject to required
and authorized deductions and withholdings; and (2) continue to pay
the Company’s ordinary share of premiums for six (6) calendar
months for Employee’s COBRA continuation coverage in the
Company’s group medical, dental and life insurance plans (as
applicable), provided Employee elects such continuation coverage
and timely pays Employee’s share of such premiums, if
any.
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Specifically in
consideration of the Company’s agreements described in
Paragraph 2 of this Agreement, Employee, for himself and anyone who
has or obtains legal rights or claims through him, releases, agrees
not to sue, and forever discharges the Company (as defined
below) from any and all manner of claims, demands, actions, causes
of action, administrative claims, liability, damages, claims for
punitive or liquidated damages, claims for attorney’s fees,
costs and disbursements, individual or class action claims, or
demands of any kind whatsoever, Employee has or might have against
them or any of them, whether known or unknown, in law or equity,
contract or tort, arising out of or in connection with
Employee’s employment with the Company, or the termination of
that employment, or otherwise, and however originating or existing,
from the beginning of time through the date of Employee’s
signing this Agreement.
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This release
includes, without limiting the generality of the foregoing, any
claims Employee may have for wages, bonuses, commissions,
penalties, deferred compensation, vacation pay, separation
benefits, defamation, invasion of privacy, negligence, emotional
distress, breach of contract, claims under the Employment
Agreement, estoppel, improper discharge (based on contract, common
law, or statute, including any federal, state or local statute or
ordinance prohibiting discrimination or retaliation in employment),
violation of the United States Constitution, the Minnesota
Constitution, the Age Discrimination in Employment Act, 29 U.S.C.
§ 621 et seq., the Minnesota Human Rights Act, Minn. Stat.
§ 363.01 et seq., Title VII of the Civil Rights Act, 42 U.S.C.
§ 2000e et seq., the Americans with Disabilities Act, 42
U.S.C. § 12101 et seq., the Employee Retirement Income
Security Act of 1976, 29 U.S.C. § 1001 et seq., the Family and
Medical Leave Act, 29 U.S.C. § 2601 et seq., any claim arising
under Minn. Stat. Chapters 177 and 181, Minn. Stat. § 176.82,
and any claim for retaliation or discrimination based on sex, race,
color, creed, religion, age, national origin, marital status,
sexual orientation, disability, status with regard to public
assistance or any other protected class, or sexual or other
harassment. Employee hereby waives any and all relief
not provided for in this Agreement.
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Employee
affirms that he has not caused or permitted, and to the full extent
permitted by law, will not cause or permit to be filed, any charge,
complaint, or action of any nature or type against the Company,
including but not limited to any action or proceeding raising
claims arising in tort or contract, or any claims arising under
federal, state, or local laws. If Employee files, or has
filed on his behalf, a charge, complaint, or action, Employee
agrees that the payments described above in Paragraph 2 are in
complete satisfaction of any and all monetary claims in connection
with such charge, complaint, or action and Employee waives, and
agrees not to take, any monetary award from such charge, complaint,
or action.
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Employee
understands that he is not, by signing this Agreement, releasing or
waiving (1) any vested interest he may have in any 401(k) or profit
sharing plan by virtue of his employment with the Company, (2) any
rights or claims that may arise after the Agreement is signed, (3)
benefit continuation rights under the Consolidated Omnibus
Reconciliation Act or similar state law, (4) the right to institute
legal action for the purpose of enforcing the provisions of this
Agreement, (5) the right to apply for state unemployment
compensation benefits, (6) any rights or claims to receive the
consideration described above in Paragraph 2, (7) any rights or
cl
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