separationagreement.htm


    SEPARATION
      AGREEMENT

    


    


    THIS
      AGREEMENT is made as of the 29th day of October, 2007 (the “Agreement
      Date”), between Winland Electronics, Inc., a Minnesota corporation (the
“Company”), and Lorin Krueger (the “Employee”).

    


    BACKGROUND:

    


    
      	
              A.  

            	
              The
                Employee and the Company are parties to an Employment Agreement dated
                January 23, 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 and benefits under
                certain circumstances including the condition that he release the
                Company
                from legal claims in exchange for such severance
                pay.

            


    

    


    
      	
              B.  

            	
              The
                Company believes that a leadership change is in the best interests
                of the
                Company.

            


    

    


    
      	
              C.  

            	
              The
                Company wishes Employee to remain as CEO and Employee has agreed
                to remain
                as CEO until January 2, 2008, at which time his resignation will
                be
                effective.  The Company wishes Employee to remain as a director
                of the Company and Employee desires to remain as a director until
                the
                expiration of his current term on the day of the Company’s Annual Meeting
                of Shareholders in May 2008, subject to the relevant provisions of
                this
                Agreement.

            


    

    


    
      	
              D.  

            	
              Employee
                and the Company have reached an agreement regarding the Employee’s
                separation from the Company and desire to memorialize that
                agreement.

            


    

    


    


    THE
      COMPANY AND THE EMPLOYEE AGREE AS FOLLOWS:

    


    
      	
              1.  

            	
              TERMINATION
                OF EMPLOYMENT. Employee's employment
                with the Company is terminated effective as of the close of the Company’s
                business day on January 2, 2008 (the “Termination
                Date”).

            


    

    


    
      	
              2.  

            	
              TRANSITION
                ISSUES.

            


    

    


    
      	
              a.  

            	
              Between
                the Agreement Date and the Termination Date (the “Transition”), Employee
                will report to the Board of Directors of the Company or its designee
                (the
                “Board”).  Employee agrees to perform agreed upon duties as
                assigned by the Board, and assist and cooperate with the Board during
                the
                Transition, as requested by the Board.  Such duties may include
                but are not limited to assisting in (1) the search for a replacement
                CEO;
                (2) the transition of responsibilities to the next CEO and/or an
                interim
                individual performing the CEO function, to the extent one is chosen
                and
                begins employment prior to the Termination Date; (3) continued development
                of strategy, budgets and planning for 2008 operations; and (4) customer,
                investor and public relations.

            


    

    


    
      	
              b.  

            	
              During
                the Transition, Employee shall serve the Company faithfully and to
                the
                best of his ability.  Except as approved in writing by the
                Board, which approval shall not be unreasonably withheld, Employee
                shall
                devote his full business and professional time, energy and diligence
                to
                the performance of his duties.

            


    

    


    
      	
              c.  

            	
              During
                the Transition, Employee shall receive the same compensation and
                benefits
                to which he is entitled under the Employment
                Agreement.

            


    

    


    
      	
              d.  

            	
              It
                is understood and agreed that, subsequent to December 31, 2007, Employee
                shall not be required to sign as an officer of the Company any documents
                or representations for which he may be held personally liable, including
                but not limited to any 10k, quarterly or 204 filings, Company checks
                or
                insurance certificates,

            


    

    


    
      	
              3.  

            	
              PAYMENTS. 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 by Employee of this Agreement,
                the
                Company will:

            


    

    


    
      	
              a.  

            	
              Pay
                Employee, on or before the close of business on January 3, 2008,
                a lump
                sum of $196,625.00, equal to thirteen (13) months of Employee’s current
                base salary, subject to required and authorized deductions and
                withholdings;

            


    

    


    
      	
              b.  

            	
              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;

            


    

    


    
      	
              c.  

            	
              Pay
                into Employee’s Health Savings Account (“HSA”) with the Company the
                Company’s entire $2,500 contribution for 2008.  Said payment
                shall be made on January 2, 2008, while Employee is still employed
                by
                Company, so that the contribution may be used by Employee, in accordance
                with the applicable plan documents, during
                2008.

            


    

    


    
      	
              d.  

            	
              Pay
                to Employee the cash equivalent of all accrued, unused paid time
                off
                (“PTO”) as of January 2, 2008 in the following manner: (1) prior to close
                of business on January 2, 2008, while Employee is still employed
                by
                Company, Company shall pay the first $3000 of this PTO (or, if that
                amount
                is not permitted by the HSA plan documents, the maximum amount permitted
                thereby) into Employee’s HSA with the Company; (2) prior to close of
                business on January 2, 2008, while Employee is still employed by
                Company,
                Company shall pay as much of the PTO into Employee’s flex spending account
                as is necessary to cover Employee’s share of his COBRA contributions for
                the first six months of 2008 (or, if that amount is not permitted
                by the
                plan documents, the maximum amount permitted thereby); (3) prior
                to close
                of business on January 2, 2008, while Employee is still employed
                by
                Company, Company shall pay as much of the remainder of this PTO as
                is
                permitted by Company’s 401k plan documents into Employee’s 401k account
                with the Company; and (4) any remainder of this PTO, after payments
                have
                been made in accordance with the preceding subparts of this paragraph,
                shall be paid to Employee on or before the close of business on January
                3,
                2008;

            


    

    


    
      	
              e.  

            	
              Pay
                into Employee’s 401k account with the Company, prior to the close of
                business on January 2, 2008, while Employee is still employed by
                Company,
                the full amount of the Company’s 401k matching contribution permitted by
                the 401k plan documents;

            


    

    


    
      	
              f.  

            	
              Pay
                reasonable sums for and/or provide legal counsel and support as needed
                by
                Employee in order to sell Company stock following the Termination
                Date, up
                to $1000.  Prior to retaining and seeking reimbursement for
                independent counsel in accordance with this provision, Employee will
                first
                contact the Company and offer it the opportunity to provide the requested
                counsel and support.  If the Company fails to provide or commit
                to said support within 48 business hours of Employee’s request, Employee
                shall be free to retain independent counsel, and Employee shall be
                reimbursed for related opinions and support provided by said
                counsel.  While Employee is serving as a Director of the
                Company, he shall receive from the Company, in this regard, the same
                legal
                counsel and support as all other Directors, as well as the
                payment/assistance contemplated by this subparagraph, to the extent
                necessary;

            


    

    


    
      	
              g.  

            	
              Reimburse
                Employee up to $1000 for professional fees (accounting, tax preparer
                and/or legal) incurred by Employee in the preparation of his 2007
                tax
                return.  Said reimbursement shall be made by Company to Employee
                within thirty (30) days of delivery of related receipts to Company;
                and

            


    

    


    
      	
              h.  

            	
              Reimburse
                Employee up to $5000 collectively for the following expenses: (1)
                2008
                Mankato Golf Club Social membership; (2) 2008 CEO Round Table membership;
                (3) four Mankato State University hockey and basketball tickets
                for the 2007-08 seasons; and (4) career transition and/or personal
                coaching services.  Said reimbursement shall be made by Company
                to Employee within thirty (30) days of delivery of related receipts
                to
                Company.

            


    

    


    
      	
              4.

            	
              OTHER
                CONSIDERATIONS.  Also 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 by Employee of this Agreement, the Company
                agrees:

            


    

    


    
      	
               

            	
              a.

            	
              Employee
                shall remain a Director of the Company until the expiration of his
                current
                term on the day of the Company’s Annual Meeting of Shareholders in May
                2008, subject to removal under the same circumstances as all other
                Directors of the Company.  Following the Termination Date,
                Employee shall be compensated for his services in that role, including
                but
                not limited to the payment of fees, expenses and memberships, consistent
                with payment made to all other non-employee Directors of the
                Company.

            


    

    


    
      	
               

            	
              b.

            	
              Subject
                to applicable laws, articles and bylaws, including but not limited
                to any
                independece requirements, Employee shall become a non-voting,
                non-independent member of the Company’s Audit and Governance
                Committees.

            


    

    


    
      	
               

            	
              c.

            	
              To
                the extent Company shall seek or require Employee’s services following the
                Termination Date, other than in his capacity as a Director, the Company
                shall compensate Employee at a rate of $100 per hour, plus necessary
                expenses, for said services.  Payment for these services shall
                be made by Company to Employee within thirty (30) days of delivery
                an
                invoice to Company.

            


    

    


    
      	
               

            	
              d.

            	
              Upon
                request by Employee, the Company agrees to sign and provide to Employee
                a
                reference letter mutually agreeable to Employee and the
                Company.

            


    

    


    
      	
               

            	
              e.

            	
              Employee
                shall be permitted to retain following the Termination Date his desktop
                PC, his notebook PC, and his Palm Treo 700 cell phone (including
                its
                number).  It is understood that Employee shall purge from each
                of these items, in the presence of a Company representative, all
                of the
                Company’s confidential information.

            


    

    


    
      	
               

            	
              f.

            	
              It
                is understood and agreed that, notwithstanding any other provision
                of this
                Agreement, the Company shall indemnify, defend and hold harmless
                Employee
                (to the fullest extent permitted by law) from and against any and
                all
                claims made against him as a result of and/or arising out of his
                service
                and/or tenure as an officer and/or director of the Company, and/or
                as a
                trustee of the Company’s 401k plans, including but not limited to any and
                all SEC claims and/or
                investigations.

            


    

    


    
      	
              5.

            	
              RELEASE
                OF CLAIMS.

            


    

    


    
      	
               

            	
              a.

            	
              Specifically
                in consideration of the Company’s agreements described in Paragraphs 3 and
                4 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.  As a
                condition to receiving the consideration described in Paragraphs
                3 and 4,
                on the Termination Date, Employee shall reaffirm this release and
                the
                remaining covenants under this Paragraph 5 effective as of the completion
                of the term of his employment on that date by signing the Release
                attached
                hereto as Exhibit A.

            


    

    


    
      	
               

            	
              b.

            	
              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,
                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.

            


    

    


    
      	
               

            	
              c.

            	
              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
                Paragraphs 3 and 4 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.

            


    

    


    
      	
               

            	
              d.

            	
              Employee
                understands that he is not, by signing this Agreement, releasing
                or
                waiving (1) any vested interest he may have in any 401(k), HSA 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 3 and 4 (including
                the right to indemnification, as set forth in paragraph 4.f), (7)
                any
                rights or claims to receive payments under Paragraph 11 below, or
                (8) the
                right to pursue any charge, complaint, or action that cannot by law
                be
                waived by a private agreement such as this Agreement; however, by
                signing
                this Agreement the Employee does waive, to the extent permitted by
                law,
                the right to receive any monetary award from any such charge, complaint,
                or action.

            


    

    


    
      	
              e.  

            	
              The
                “Company,” as used in this Paragraph and in this Separation Agreement,
                shall mean the Company and its parent, subsidiaries, divisions, affiliated
                entities, insurers, and its and their present and former officers,
                directors, shareholders, trustees, employees, agents, attorneys,
                representatives and consultants, and the successors and assigns of
                each,
                whether in their individual or official capacities, and the current
                and
                former trustees or administrators of any pension or other benefit
                plan
                applicable to the employees or former employees of the Company, in
                their
                official and individual capacities.

            


    

    


    
      	
              6.

            	
              EMPLOYEE'S
                ACKNOWLEDGMENTS.  Employee
                acknowledges and represents to the Company that: (a) he understands
                that
                he has the right to consult with an attorney, and that he has been
                advised
                by the Company to consult with an attorney, regarding the meaning
                and
                effect of this Agreement; (b) he understands that he is entitled
                to a
                period of twenty-one (21) calendar days from the date on which he
                receives
                an unsigned copy of this Agreement in which to consider whether to
                sign
                this Agreement, and that, having been advised of that entitlement,
                he may
                elect to sign this Agreement at any time prior to the expiration
                of that
                time period; (c) he has read this Agreement and understands its
                consequences; (d) he has determined to execute this Agreement of
                his own
                free will; (e) the amounts that the Company will pay him under this
                Agreement constitute fair and adequate consideration for the promises,
                releases and agreements made by him in this Agreement; and (f) in
                the
                absence of this Agreement, he would not be entitled to the amounts
                that
                the Company will pay him under this
                Agreement.

            


    

    


    
      	
              7.

            	
              RIGHTS
                TO RESCIND. The Company and the
                Employee hereby acknowledge that the Employee has the rights described
                in
                this Paragraph 7.

            


    

    


    
      	
               

            	
              a.

            	
              The
                Employee has the right to rescind this Agreement under the Age
                Discrimination in Employment Act.  To be effective, such a
                rescission must be made by written notice delivered to the Company
                within
                seven (7) days following the date of this Agreement or sent to the
                Company
                by certified mail, return receipt requested, postmarked within seven
                (7)
                days following the date of this
                Agreement.

            


    

    


    
      	
               

            	
              b.

            	
              The
                Employee has the right to rescind this Agreement under the Minnesota
                Human
                Rights Act.  To be effective, such a rescission must be made by
                written notice delivered to the Company within fifteen (15) days
                following
                the date of this Agreement or sent to the Company by certified mail,
                return receipt requested, postmarked within fifteen (15) days following
                the date of this Agreement.

            


    

    


    The
      address to which notice of a rescission under this Paragraph 7 is to be
      delivered or sent is:  Thomas J. de Petra, 14433 Enclave Ct. NW, Prior
      Lake, MN 55372.

    


    
      	
               

            	
              8.

            	
              EMPLOYMENT
                AGREEMENT.

            


    

    


    
      	
               

            	
              a.

            	
              For
                the avoidance of doubt in that regard, nothing contained in this
                Separation Agreement will terminate, extinguish or in any manner
                limit any
                right, privilege or benefit which the Company has under the Employment
                Agreement (including, without limitation, Article 5 of the Employment
                Agreement) and each provision of the Employment Agreement under which
                the
                Company has any right, privilege or benefit (including, without
                limitation, Article 5 of the Employment Agreement) will continue
                in full
                force and effect in accordance with its
                terms.

            


    

    


    
      	
               

            	
              b.

            	
              Without
                limiting anything contained in Paragraph 8(a) above, and in order
                to
                induce the Company to enter into this Separation Agreement, Employee
                hereby reaffirms his obligations under Article 5 of the Employment
                Agreement.

            


    

    


    
      	
               

            	
              c.

            	
              For
                the avoidance of any doubt in that regard, the payment to be made
                to the
                Employee under Paragraph 3 above is in lieu of any payment which
                may be
                due the Employee under the Employment Agreement in connection with
                or by
                reason of the termination of the Employee’s employment with the Company,
                and the release made and given by the Employee in Paragraph 5 above
                includes within its scope any claim that the Employee may have to
                any
                payment under the Employment Agreement in connection with or by reason
                of
                the termination of the Employee’s employment with the Company, other than
                as set forth in this Agreement.

            


    

    


    
      	
              9.

            	
              CONFIDENTIALITY. The
                Employee on the one hand, and the Company on the other, will not
                disclose
                the terms of this Agreement to any person without the prior written
                consent of the party; provided, however, that (a) they may disclose
                the
                terms of this Agreement to their legal counsel, their accounting
                and tax
                advisors, the Employee’s spouse and the Employee’s other immediate family
                members, (b) they may disclose the terms of this Agreement if and
                to the
                extent that the Employee is compelled to do so by an order issued
                by a
                court of competent jurisdiction, (c) they may disclose the amount
                paid to
                them under this Agreement to the United States Internal Revenue Service,
                the Minnesota Department of Revenue and the Minnesota Department
                of
                Economic Security, (d) the Employee may disclose the terms of this
                Agreement to any coach or counselor contemplated by paragraph 3.h
                of this
                Agreement, and (e) the Employee may disclose the terms of this Agreement
                as required to satisfy his duties and obligations as the CEO of the
                Company prior to the Termination Date; and (f) the Company disclose
                the
                terms of this Agreement to the SEC or other agencies or persons who
                have a
                real, documented need to know its
                terms.

            


    

    


    
      	
              10.

            	
              COMMUNICATIONS
                WITH CUSTOMERS AND OTHERS.  Company and Employee
                agree that they will communicate a mutually agreeable message regarding
                Employee’s termination from the Company and the Transition to all third
                parties.  The parties agree to develop such message no later
                than any public announcement or communication regarding Employee’s
                departure from the Company.  The parties agree that they shall
                not disparage or defame each other in any respect or make any disparaging
                comments concerning the employment relationship between
                them.  As to the Company, this applies to its officers, agents
                and directors, who specifically will not disparage Employee's professional
                reputation; and as to Employee this relates to comments about any
                officer,
                director or employee of the Company. These obligations do not apply
                so as
                to preclude government-mandated reports, court orders, or otherwise
                as
                required by law.

            


    

    


    
      	
              11.

            	
              MISCELLANEOUS
                PAYMENTS TO EMPLOYEE.  Upon verification of the
                amount and validity of such expenses which shall occur promptly after
                Employee provides the pertinent information, the Company will reimburse
                the Employee for any expenses incurred by the Employee during his
                employment with the Company, and for which the Employee has not already
                been reimbursed, provided that the Employee provides the Company
                reasonable documentation of such expenses and complies with the Company’s
                expense reimbursement procedures.

            


    

    


    
      	
              12.

            	
              GOVERNING
                LAW. This Agreement will be construed
                and enforced in accordance with the laws of the State of Minnesota
                (without regard to the laws of such state which concern conflicts
                of
                laws), and any proceedings relating to the interpretation or the
                enforcement of this Agreement will be brought in federal or state
                courts
                located in Minnesota.

            


    

    


    
      	
              13.

            	
              ENTIRE
                AGREEMENT AND BINDING EFFECT.  This Separation
                Agreement contains the entire agreement and understanding of the
                Company
                and the Employee with regard to the subject matter addressed
                herein.  The parties agree that they have not relied upon any
                verbal or written representations in entering into this Agreement,
                other
                than as set forth herein.  This Agreement shall be binding on
                the parties and their respective heirs, successors and
                assigns.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company and the Employee have executed this
      Agreement as of the day and year first above written.

    


    


                                                                WINLAND
      ELECTRONICS,
      INC.

    


    
      	 	 	 	 
	
              Date: 
                October 29, 2007

            	
              By:
                

            	/s/ 
              Thomas J. de Petra	 
	 	 	Thomas
              J. de Petra   	 
	 	 	Its
              Chairman of the Board	 
	 	 	 	 




    
      	 	 	 	 
	
               

            	
              By:
                

            	/s/ Lorin
              E. Krueger	 
	 	 	Lorin
              E. Krueger	 
	 	 	 	 
	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        A - RELEASE

      


      For
        good
        and valuable consideration, the sufficiency of which is acknowledged, Lorin
        Krueger (“Employee”), for himself and anyone who has or obtains legal rights or
        claims through him, releases, agrees not to sue, and forever
        discharges Winland Electronics, Inc. (“the Company”) 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.

      


      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, 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 the Separation
        Agreement.

      


      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 in
        Paragraphs 3 and 4 of the Separation Agreement 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.

      


      Employee
        understands that he is not, by
        signing this Exhibit A - Release, releasing or waiving (1) any vested interest
        he may have in any 401(k), HSA 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 Paragraphs 3 and
        4 of
        the Separation Agreement (including the right to indemnification, as set
        forth
        in Paragraph 4.f. of the Separation Agreement), (7) any rights or claims
        to
        receive payments under Paragraph 11 of the Separation Agreement, or (8) the
        right to pursue any charge, complaint, or action that cannot by law be waived
        by
        a private agreement such as the Separation Agreement or this Exhibit A -
        Release.  However, by signing this Exhibit A – Release, the
        Employee does waive, to the extent permitted by law, the right to receive
        any
        monetary award from any such charge, complaint, or action.

      


      The
        “Company,” as used in this Exhibit A – Release, shall mean the Company and its
        parent, subsidiaries, divisions, affiliated entities, insurers, and its and
        their present and former officers, directors, shareholders, trustees, employees,
        agents, attorneys, representatives and consultants, and the successors and
        assigns of each, whether in their individual or official capacities, and
        the
        current and former trustees or administrators of any pension or other benefit
        plan applicable to the employees or former employees of the Company, in their
        official and individual capacities.

      


      Employee
        acknowledges and represents to the Company that: (a) he understands that
        he has
        the right to consult with an attorney, and that he has been advised by the
        Company to consult with an attorney, regarding the meaning and effect of
        this
        Agreement; (b) he understands that he is entitled to a period of twenty-one
        (21)
        calendar days from the date on which he receives an unsigned copy of this
        Exhibit A - Release in which to consider whether to sign this Exhibit A -
        Release, and that, having been advised of that entitlement, he may elect
        to sign
        this Exhibit A - Release at any time prior to the expiration of that time
        period; (c) he has read this Exhibit A - Release and understands its
        consequences; (d) he has determined to execute this Exhibit A - Release of
        his
        own free will; (e) the amounts that the Company has paid him under the
        Separation Agreement constitute fair and adequate consideration for the
        promises, releases and agreements made by him in this Exhibit A - Release;
        and
        (f) in the absence of the Separation Agreement, he would not be entitled to
        the amounts that the Company will pay him under the
        Separation Agreement.

      


      The
        Company and the Employee hereby acknowledge that the Employee has the rights
        described as follows:

      


      
        	
                 

              	
                a.

              	
                The
                  Employee has the right to rescind the Separation Agreement under the
                  Age Discrimination in Employment Act.  To be effective, such a
                  rescission must be made by written notice delivered to the Company
                  within
                  seven (7) days following the date of this Exhibit A - Release or
                  sent to
                  the Company by certified mail, return receipt requested, postmarked
                  within
                  seven (7) days following the date of this Exhibit A -
                  Release.

              


      

      


      
        	
                 

              	
                b.

              	
                The
                  Employee has the right to rescind the Separation Agreement under
                  the
                  Minnesota Human Rights Act.  To be effective, such a rescission
                  must be made by written notice delivered to the Company within
                  fifteen
                  (15) days following the date of this Exhibit A - Release or sent
                  to the
                  Company by certified mail, return receipt requested, postmarked
                  within
                  fifteen (15) days following the date of this Exhibit A -
                  Release.

              


      

      


      The
        address to which notice of a rescission under this paragraph is to be delivered
        or sent is: Thomas J. de Petra, 14433 Enclave Ct. NW, Prior Lake, MN
        55372.

      


      


      
        	 	 	 	 
	
                Date: 
                  January 2, 2008

              	
                By:
                  

              	 	 
	 	 	Lorin
                E. Krueger