**Exhibit10.5**

 

**STRICTLY CONFIDENTIAL**

 

**SEPARATIONAGREEMENT AND GENERAL RELEASE**

 

ThisSeparation Agreement and General Release (“Agreement”) is entered into betweenSpectraLink Corporation (“SpectraLink”) and David Rosenthal. SpectraLink and Mr.Rosenthal may be referred to in this Agreement together as the “Parties” orindividually as a “Party.”  For purposesof this Agreement, SpectraLink includes any company related to SpectraLink, inthe past or present; the past and present officers, directors, employee’s,shareholders, attorneys, agents and representatives of SpectraLink; any presentor past employee’s benefit plan sponsored by SpectraLink and/or the officersdirectors, trustees, administrators, employees, attorneys, agents andrepresentatives of such plan; and any person who acted on behalf of SpectraLinkor on instruction from SpectraLink.

 

In exchange for thereleases and other agreements specified in this Agreement, the Parties agree asfollows:

 

Proprietary and Confidential Information.Mr. Rosenthal understands and acknowledges that in the course of carrying out hisduties while employed by SpectraLink, a relationship of confidence and trustwas created in favor of SpectraLink with respect to any information of aconfidential and proprietary nature that was disclosed to his by SpectraLinkand that relates to the business of SpectraLink (“Proprietary Information”). SuchProprietary Information includes, but is not limited to, business strategies,financial information, accounting procedures, forecasts, business policies,projections, inventions, marketing plans, product plans, personnel information,customer lists, identities of prospective business partners, and his specificjob responsibilities and activities while employed by SpectraLink.

 

**Mr. Rosenthal acknowledges that he continues to bebound by the SpectraLink Corporation Employee Non-Disclosure Agreement, andthat as a result of his employment with SpectraLink, he had access toSpectraLink Proprietary Information. Mr. Rosenthal agrees to hold allProprietary Information in strict confidence, to not disclose it to anyone orany entity except as may be specifically required by law or court order, and tonot make use of such Proprietary Information on behalf of anyone. Mr. Rosenthalconfirms that he has delivered to SpectraLink all documents and**data of any naturecontaining or pertaining to such Proprietary Information and that he has nottaken with his any such documents or data or any reproduction thereof. Mr. Rosenthalspecifically acknowledges and agrees that any breach of this provision shallirreparably harm SpectraLink so as to entitle it to injunctive relief to stopany further breaches or threatened breaches of this provision. Nothing in theforegoing shall affect in any way the validity and enforceability of thereleases given pursuant to this Agreement, which shall remain binding andenforceable as against Mr. Rosenthal.

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Non-Disparagement. Mr. Rosenthalagrees that the good reputation of SpectraLink is an important asset ofSpectraLink, and therefore agrees that he shall not make any statement or othercommunication that disparages or otherwise denigrates SpectraLink, and shalldecline to discuss SpectraLink with any third party (except with his legalcounsel, financial advisors, and immediate family members) other than toconfirm his employment and dates of employment with SpectraLink. Mr. Rosenthal specificallyacknowledges and agrees that any breach of this provision shall irreparablyharm SpectraLink so as to entitle it to injunctive relief to stop any furtherbreaches or threatened breaches of this provision. Nothing in the foregoingshall affect in any way the validity and enforceability of the releases givenpursuant to this Agreement, which shall remain binding and enforceable as againstMr. Rosenthal.

 

SettlementConsideration for Mr. Rosenthal. SpectraLink has paid Mr. Rosenthalall employment compensation and has provided Mr. Rosenthal with all benefits towhich Mr. Rosenthal is entitled through and including the effective date of thisAgreement. SpectraLink will make the following additional payments to Mr. Rosenthaland will provide Mr. Rosenthal with specified benefits and consideration inexchange for Mr. Rosenthal’s release of SpectraLink and in settlement of anyclaim or claims Mr. Rosenthal may have against SpectraLink.

 

Settlement Payment.As consideration for Mr. Rosenthal’s release of all claims against SpectraLink,SpectraLink will pay Mr. Rosenthal the sum of $86,666.67 less lawfully requiredwithholdings, which payment will commence over the agreed upon separationperiod set forth below upon execution of this Agreement.. Payment will be inthe form of a SpectraLink check to Mr. Rosenthal mailed to him at his residenceaddress. Mr. Rosenthal

 

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understands that as partof the settlement, he will hold the position of non-executive assistant to thepresident and his benefits will continue until September 10, 2006, at whichtime Mr. Rosenthal must return all SpectraLink property in his possession andthat he will perform this position from his home office. If SpectraLink’sproperty is not returned to Kathryn Zuber, Director of Human Resources onSeptember 10, 2006, Mr. Rosenthal will be billed for the value of allSpectraLink property.

 

SpectraLink shall treatsuch payment as income to Mr. Rosenthal from which ordinary federal and statewithholding and taxes shall be deducted. Mr. Rosenthal will indemnify and holdSpectraLink harmless from any costs, liability or expense, including reasonableattorney’s fees, arising from the taxation, if any, of any amounts received by Mr.Rosenthal pursuant to the Agreement, including but not limited to any penaltiesor administrative expenses.

 

Mr. Rosenthal’s Releaseof SpectraLink.

 

General Release ofSpectraLink Mr. Rosenthal understands that Agreement is aknowing and voluntary waiver of claims by Mr. Rosenthal related to hisemployment with and separation from SpectraLink. In exchange for theconsideration set forth in this Agreement and except for matters specificallyreserved in this Agreement, Mr. Rosenthal, his representatives, successors andassigns, release and forever discharge SpectraLink from any and all claims,demands, damages, losses, obligations, rights and causes of action, whetherknown or unknown, including but not limited to, all claims, liabilities,obligations, causes of action or administrative complaints that he now has orhas ever had against SpectraLink relating in any way to his employment atSpectraLink.

 

Mr. Rosenthal agrees notto bring any lawsuits or administrative claims against SpectraLink relating tothe claims that Mr. Rosenthal has released nor will he allow any to be broughtor continued on his behalf or in his name.

 

Legal Compliance. Nothing in thisAgreement is intended to or shall prohibit or impair SpectraLink or Mr. Rosenthalfrom complying with all applicable laws and regulations, nor is this Agreementintended to or to be construed to obligate either party to commit any unlawfulacts, or aid or abet in the commission of any unlawful act.

 

Mr. Rosenthal acknowledges that he is aware that hislegal counsel or agents may hereafter discover claims or facts in addition toor different from those which he now knows or believes to exist with respect toSpectraLink or the subject matter of this Agreement, but that it is hisintention hereby fully, finally, and forever to settle and release all of thedisputes and differences, known or unknown, suspected or unsuspected, which nowexist, may exist, or heretofore have existed between the Parties. Infurtherance of this intention, the releases herein given shall be and remain ineffect as full and complete releases notwithstanding the discovery or existenceof any such additional or different claim of fact.

 

Withoutlimiting the generality of the foregoing terms, the scope of Mr. Rosenthal’srelease under the Agreement specifically includes all claims for breach ofcontract, ) all claims related to Mr. Rosenthal’s compensation fromSpectraLink, including salary, bonuses, commissions, vacation pay, fringebenefits, expense reimbursements, severance pay, stock, stock options or anyother ownership interests in SpectraLink (except as set forth below), any otherclaim under the common law of Colorado, including claims for tort, fraud, breachof implied or express contract, wrongful discharge in violation of publicpolicy, promissory estoppel, negligent or intentional interference withcontract or prospective economic advantage, negligent or intentionalmisrepresentation, unfair business practices, breach of a covenant of goodfaith and fair dealing both express and implied, negligent or intentionalinfliction of emotional distress, defamation, libel, slander, negligence,personal injury, assault, battery, invasion of privacy, false imprisonment,conversion, injunctive relief, compensatory damages, punitive damages,equitable relief, attorney’s fees and costs and any claims under all federal,state, and local statutory claims including harassment or discrimination andclaims under the following statues: the Colorado Anti-Discrimination Act; the federalAmericans with Disabilities Act of 1990; Title VII of the Civil Rights Act of1964,as amended; the Civil Rights Act of 1991; the Civil Rights Acts of 1866and 1871; the Equal Pay Act; the Fair Labor Standards Act; the Family MedicalLeave Act; the National Labor Relations Act; the Occupational Safety and HealthAct; the Rehabilitation Act; Executive Order 11246; the Colorado Wage and ClaimAct; and the Employer Retirement Income Security Act. Mr. Rosenthal herebywarrants and represents that there are no liens or claims of lien orassignments in law or equity or otherwise on or against any of the claims orcauses of action released by his hereunder and that the release of claims givenby his shall result in a complete and final release of all claims he has orcould assert against SpectraLink.

 

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Each of the Partiesagrees that the foregoing enumeration of claims released is illustrative, andthe claims hereby released are in no way limited by the above recitation ofspecific claims, it being the intent of the Parties to fully and completelyrelease all claims whatsoever in any way relating to Mr. Rosenthal’s employmentwith SpectraLink and to the termination of such employment.

 

Mr.Rosenthal’ Specific ADEA Release of SpectraLink. Mr. Rosenthalacknowledges and agrees that by entering into this Agreement he is waiving anyand all rights that he may have arising from the Age Discrimination inEmployment Act of 1967 (“ADEA”), as amended, which have arisen on or before thedate of execution of this Agreement. Mr. Rosenthal further expresslyacknowledges and agrees that:

 

a.         Mr. Rosenthal is entering this Agreement voluntarily.

 

b.         Mr. Rosenthal understands and agrees that, by signing thisAgreement, he is giving up any right to file legal proceedings againstSpectraLink arising before the date of the Agreement. Mr. Rosenthal is notwaiving (or giving up) rights or claims that may arise after the date of theAgreement is executed.

 

c.         In return for this Agreement, Mr. Rosenthal will receivecompensation in addition to that which he was already entitled to receivebefore entering this Agreement.

 

d.         Mr. Rosenthal is hereby advised in writing by this Agreementto consult with an attorney before signing this Agreement.

 

e.         Mr. Rosenthal understands that he has had at leasttwenty-one (21) days from the day he received this Agreement, not counting theday upon which he received it, to consider whether he wishes to sign thisAgreement. If he cannot make up his mind in that period of time, SpectraLinkmay or may not allow more time. Mr. Rosenthal further acknowledges that if hesigns this Agreement before the end of the twenty-one (21) day period, it willbe his personal, voluntary decision to do so and he has not been pressured tomake a decision sooner.

 

f.          Right to rescind. Mr. Rosenthal further understandsthat he may rescind, that is cancel, this Agreement for any reason within seven(7) calendar days after signing it. Mr. Rosenthal agrees that rescission mustbe in writing and hand-delivered or mailed to SpectraLink. If mailed, therescission must be postmarked within the seven (7) day period, properlyaddressed to Kathryn Zuber, SpectraLink, 5755 Central Avenue, Boulder, CO80301; and sent by certified mail, return receipt requested.

 

Mr. Rosenthal understandsthat he will not receive any settlement payment under this Agreement if herevokes or rescinds it, and in any event, Mr. Rosenthal will not receive anysettlement payment until after the seven (7) day revocation period has expired.

 

Reservation of Mr.Rosenthal’s Rights in Certain Benefits. Nothing contained inthis Agreement will release or discharge SpectraLink, with respect to anyobligation SpectraLink had or has to Mr. Rosenthal under any medical or healthinsurance, life insurance and 401(k) plan, pension, profit-sharing orretirement benefit, if any, to which Mr. Rosenthal was entitled fromSpectraLink before the effective date of this Agreement.

 

ConfidentialityAgreement. Mr. Rosenthal agrees to keep the terms andconditions of this Agreement strictly confidential. Mr. Rosenthal shall notdisclose, discuss, or reveal the terms of this Agreement to any other person,entity, or organization, except his legal counsel, financial advisors, taxingauthorities, immediate family members, and then only as necessary to protect hisrights under this Agreement, or as required by subpoena, court order, or otherapplicable law (after first giving immediate notice to SpectraLink or itscounsel within three (3) days of receipt so as to enable SpectraLink to seek tokeep the terms and conditions of this Agreement confidential). Mr. Rosenthalspecifically acknowledges and agrees that any breach of this provision shallirreparably harm SpectraLink so as to entitle it to injunctive relief to stopany further breaches or threatened breaches of this provision. Nothing in theforegoing shall affect in any way the validity and enforceability of thereleases given pursuant to this Agreement, which shall remain binding andenforceable as against Mr. Rosenthal.

 

No Assistance. Mr. Rosenthal agrees not to voluntarilyprovide assistance, documentation, information or advice, directly orindirectly (including through agents or attorneys), to any person or entity inconnection with

 

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such person or entity’s bringing or prosecuting of anyclaim or cause of action of any kind against SpectraLink any or preparation todo so, nor shall Mr. Rosenthal induce or encourage any person or entity tobring any claim or cause of action of any kind against SpectraLink. The Partiesacknowledge and agree that the foregoing sentence shall not prohibit Mr. Rosenthalfrom testifying truthfully under subpoena or providing other assistance undercompulsion of law.

 

No Admissions. The Parties understand and agree thatthe promises and payments set forth in this Agreement shall not be construed tobe an admission of any liability or wrongdoing by any party.

 

Waiver.No waiver of any right under this Agreement shall be effective unless embodiedin a writing signed by the waiving party.

 

Enforcement.In the event that there has been a breach of any provisions of this Agreementby Mr. Rosenthal, SpectraLink will be entitled to recover reasonable costs andattorney’s fees in any legal proceeding to enforce this Agreement.

 

Severability.If any provision of this Agreement is declared by any court of competentjurisdiction to be invalid for any reason, such invalidity shall not affect theremaining provisions of this Agreement, which shall be fully severable, andgiven full force and effect.

 

Governing LawThis Agreement shall be construed in accordance with the laws of Colorado.

 

Entire Agreement.The parties understand and agree that this Agreement contains all theagreements between SpectraLink and Mr. Rosenthal relating to this settlement.

 

**CAUTION:PLEASE READ ENTIRE DOCUMENT BEFORE SIGNING**

 
| Dated : |            |   |                    |   |
|---------|-----------------|--------|-------------------------|--------|
|    | David Rosenthal |
|    |            |
|    |            |
| Dated:  |            |   | SpectraLink Corporation |
|    |            |
|    | By:             |   |                    |
|    |            |   |                    |
|    | Title:          |   |                    |
|         |                 |        |                         |        |  |  |

 

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