ZAREBA SYSTEMS, INC. EXECUTIVE SEVERANCE AGREEMENT

Exhibit 10.27

ZAREBA SYSTEMS, INC.
EXECUTIVE SEVERANCE AGREEMENT

     THIS AGREEMENT is made effective September 25, 2009, by and between Zareba Systems, Inc. (the “Company”), a Minnesota corporation, and Dale Nordquist (the “Executive”), an individual;

WITNESSETH:

     WHEREAS, the Company (“Company” means and includes any successor or assign of Zareba Systems, Inc.) believes the Executive is valuable to the future growth of the Company and its businesses and, accordingly, the Company and the Executive mutually want to document their agreement concerning the compensation, if any, the Executive will be entitled to if the Executive’s Employment by the Company (defined below) is terminated after a Change of Control (defined below).

     NOW, THEREFORE, the Company and the Executive agree as follows:

     1.  Termination After Change of Control; Compensation Upon Termination .

     (a) Notwithstanding any other agreement between the Company and the Executive, after a Change of Control (defined below) the Executive’s employment by the Company may be terminated only as follows:

     (i) Upon the Executive’s death;

     (ii) Upon the Executive’s resignation; or

     (iii) Upon notice by the Company to the Executive of termination.

     (b) If the Executive’s Employment by the Company terminates upon the Executive’s death, then the Executive will be entitled to receive only such compensation that has been earned but not paid to the Executive (including without limitation, PTO (defined below)), any unpaid reimbursements of the Executive’s out-of-pocket business expenses incurred by the Executive during the regular performance of the Executive’s duties, and such other payments or benefits that are provided under the terms and conditions of any benefit plans or programs adopted by the Company in which the Executive participates.

     (c) If the Executive’s Employment by the Company terminates upon the Executive’s resignation any time after a Change of Control other than for Good Reason, the Executive will be entitled to receive only such compensation that has been earned but not paid to the Executive (including without limitation, PTO), any unpaid reimbursements of the Executive’s out-of-pocket business expenses incurred by the Executive during the regular performance of the Executive’s duties, and such other payments or benefits that are provided under the terms and conditions of any benefit

plans or programs adopted by the Company in which the Executive participates. If the Executive desires to resign the Executive’s Employment by the Company, the Executive will give the Company thirty (30) days prior written notice of the Date of Termination.

     Notwithstanding the foregoing, if Executive’s Employment by the Company terminates upon the Executive’s written resignation within twelve (12) months after a Change of Control for Good Reason (defined below), the Executive will be entitled to receive the Termination Payments, the Health Benefits, such compensation that has been earned but not paid to the Executive (including without limitation, PTO) and any unpaid reimbursements of the Executive’s out-of-pocket business expenses incurred by the Executive during the regular performance of the Executive’s duties.

     The Executive’s Employment by the Company will not be deemed to have been duly terminated for Good Reason unless and until the Executive provides the Company with a written notice that describes in detail the conduct allegedly supporting such termination for Good Reason and grants the Company a period of at least thirty (30) days from the date of such notice to take whatever steps are necessary to correct or discontinue the conduct described in such notice to the reasonable satisfaction of the Executive. If the Company fails to correct or discontinue the conduct described in such written notice within such period, the Executive’s Employment by the Company will immediately terminate for Good Reason upon the expiration of such period.

     (d) If the Executive’s Employment by the Company terminates within twelve (12) months after a Change of Control because of notice by the Company to the Executive for no stated reason or a stated reason other than For Cause (defined below) or the Executive’s Disability (defined below), the Executive will be entitled to receive the Termination Payments, the Health Benefits, such compensation that has been earned but not paid to the Executive (including without limitation, PTO) and any unpaid reimbursements of the Executive’s out-of-pocket business expenses incurred by the Executive during the regular performance of the Executive’s duties.

     (e) If the Executive’s Employment by the Company terminates after a Change of Control because of notice by the Company to the Executive For Cause, the Executive will not be entitled to receive any Termination Payments, Base Salary, bonuses or other employee benefit payments following such termination, except the Executive will be entitled to receive such compensation that has been earned but not paid to the Executive (including without limitation, PTO), any unpaid reimbursements of the Executive’s out-of-pocket business expenses incurred by the Executive during the regular performance of the Executive’s duties, and such other payments or benefits that are provided under the terms and conditions of any benefit plans or programs adopted by the Company in which the Executive participates.

     The Company may terminate the Executive’s employment immediately For Cause, however, with respect to the matters listed in Section 7(k)(ii), Section 7(k)(iii) or Section 7(k)(iv), the Executive’s Employment by the Company will not be deemed to have been duly terminated For Cause unless and until the Company provides the

Executive with a written notice that describes in detail the conduct allegedly supporting such termination For Cause and grants the Executive a period of at least thirty (30) days from the date of such notice to take whatever steps are necessary to correct or discontinue the conduct described in such notice to the reasonable satisfaction of the Company. If the Executive fails to correct or discontinue the conduct described in such written notice within such period, the Executive’s Employment by the Company will immediately terminate For Cause upon the expiration of such period.

     If the Company duly terminates the Executive’s Employment by the Company For Cause during any period after the date of any written notice of termination for no reason or a reason other than For Cause but prior to the Date of Termination specified in such earlier notice or the Executive’s death, then the notice of termination “For Cause” will control.

     (f) If the Executive’s Employment by the Company terminates after a Change of Control because of notice by the Company to the Executive For Cause involving the Executive’s Disability, the Executive will not be entitled to receive any Termination Payments, Health Benefits, Base Salary, bonuses or other employee benefit payments following such termination, except the Executive will be entitled to receive compensation that has been earned but not paid to the Executive, the continuation of Base Salary payable bi-weekly for a period of twelve (12) months after the Date of Termination of the Executive’s Employment by the Company because of the Executive’s Disability, any unpaid reimbursements of the Executive’s out-of-pocket business expenses incurred by the Executive during the regular performance of the Executive’s duties, and such other payments or benefits that are provided under the terms and conditions of any benefit plans or programs adopted by the Company in which the Executive participates as of the Date of Termination.

     2.  Certain Other Conditions to Termination Payments . Notwithstanding anything in this Agreement to the contrary, the Company will not be obligated to make any Termination Payments unless: (a) the Executive has signed a release of all claims, other than rights arising under this Agreement, in favor of the Company and Affiliated Organizations, and their directors, officers, insurers, employees and agents, in a form reasonably prescribed by the Company; (b) all applicable rescission periods provided by law for the effective releases of such claims have expired and the Executive has not rescinded the release of any such claims; and (c) the Executive is in compliance with this Agreement as of the dates the Company makes any such Termination Payments.

     The Company may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Company reasonably determines are required or authorized to be withheld pursuant to any applicable law or regulation.

     3.  Section 409A . This Agreement is intended to provide for severance benefits that are not deferred compensation subject to the requirements of Code Sections 409A(a)(2), (3) or (4). To the extent any severance benefits under this Agreement are made in accordance with this Agreement and are subject to the requirements of Code Sections 409A(a)(2), (3), or (4), this

Agreement is intended to satisfy such requirements, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly.

     4.  Certain Obligations Upon Termination .

     (a) Immediately after the Date of Termination, the Executive will resign all positions then held as a director or officer of the Company and of any Affiliated Organization.

     (b) Upon termination of the Executive’s employment by the Company for any reason, the Executive will promptly deliver to the Company any and all Company records and any and all Company property in the Executive’s possession or under the Executive’s control, including without limitation manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, flash drives or other digital storage media, source codes, data, tables or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or confidential, proprietary or other secret information of the Company and all copies of them, and keys, access cards, access codes, passwords, credit cards, personal computers, handheld personal computers or other digital devices, cell phones and other electronic equipment belonging to the Company.

     (c) The Executive will not malign, defame or disparage the reputation, character, image, products or services of the Company, or the reputation or character of the Company’s or any Affiliated Organization’s directors, officers, employees or agents, provided that nothing in this Section will be construed to limit or restrict the Executive from taking any action that the Executive in good faith reasonably believes is necessary to fulfill the Executive’s fiduciary obligations to the Company or any Affiliated Organization, or from providing truthful information in connection with any legal proceeding, government investigation or other legal matter.

     5.  Protection Of The Company’s Business .

     (a) The Executive will not disclose or use at any time, either during or after the Executive’s employment by the Company, any Confidential Information except for the exclusive benefit of the Company, as required by the Executive’s duties for the Company, or as the Company may consent to in writing. The Executive will cooperate with the Company to implement reasonable measures to maintain the secrecy of, and will use the Executive’s best efforts to prevent the unauthorized disclosure, use or reproduction of, all Confidential Information. In addition to the foregoing, the Executive will, at all times during or after the Executive’s employment by the Company, comply with such policies and procedures of the Company as may be adopted from time to time in accordance with applicable laws and regulations regarding the maintenance, protection, use and disclosure of Customer Information and will not take any action in violation of any such laws or regulations. The Executive will also comply with such additional requirements regarding Customer Information contained in any customer agreement to which the Company is a party, to the extent employee is notified of or otherwise aware of such additional requirements.

     (b) The Executive will not during the Executive’s employment by the Company and for a period of twelve (12) consecutive months from the Date of Termination, whether such termination is at the initiative of the Executive or the Company (whether or not For Cause), directly or indirectly, in any manner or capacity, including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise, hire, engage or solicit any person who is then an employee of the Company or any Affiliated Organization or who was an employee of the Company or any Affiliated Organization at the time of the Date of Termination. General advertising, by newspaper or other medium, of an open employment or consulting position will not constitute solicitation for purposes of this Section as long as any person whom the Executive is otherwise precluded from hiring, engaging or soliciting under this Section is not hired to fill such open position.

     (c) The Executive will not during the Executive’s employment by the Company and for a period