Exhibit
10.61


 


SEPARATION AGREEMENT AND RELEASE OF CLAIMS

James D. Anderson


 


I.              Definitions.  I intend all words used in this Separation
Agreement and Release of Claims (“Agreement”) to have their plain meanings in
ordinary English.  Specific terms that I
use in this Agreement have the following meanings:


 


A.                                   I, me,
and my include both me (James D. Anderson) and anyone who has or obtains
any legal rights or claims through me.


 


B.                                     Analysts
International means Analysts International Corporation and any
related or affiliated business entities in the present or past, including
without limitation, its or their predecessors, successors, parents,
subsidiaries, affiliates, joint venture partners, and divisions.


 


C.                                     Company means Analysts
International; the present and past Board of Directors, shareholders, officers
and employees of Analysts International; Analysts International’s insurers; and
anyone who acted on behalf of Analysts International or on instructions from
Analysts International.


 


D.                                    Employment
Agreements means all of the following, collectively:


 


1.                                       the Employment
Agreement between the Company and myself that I signed on September 1,
2009 (the “September 1, 2009 Employment Agreement”; and


 


2.                                       the Change of
Control Agreement attached to the September 1, 2009 Employment Agreement
as Exhibit A; and


 


3.                                       the letter
agreement between myself and the Company (dated March 30, 2010 and signed
by me on April 9, 2010) which supplemented and modified the September 1,
2009 Employment Agreement (the “Letter Agreement”); and


 


4.                                       the attachments
to the Letter Agreement (including the “Regional Executive Incentive Plan v.1.1”).


 


E.                                      My Claims means any and all claims, actions, rights, causes
of action and demands, known or unknown, arising at law, in equity, or
otherwise, from the beginning of time and continuing through and up to the date
on which I sign this Agreement, which I have or may have against the Company, including
without limitation:


 


1.                                       all claims
arising out of or relating to my employment with Analysts International or the
termination of that employment, including but not limited to any claims  based on, relating to or arising out of my Employment
Agreements or any of them; and 


 

















 


2.                                       all claims
arising out of or relating to the statements, actions or omissions of the
Company; and


 


3.                                       all claims for
any alleged unlawful discrimination, harassment, retaliation or reprisal, or
other alleged unlawful practices arising under any federal, state, or local statute,
ordinance, or regulation, including without limitation claims under Title VII
of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et  seq.; the
Age Discrimination in Employment Act, as amended by the Older Workers Benefit
Protection Act of 1990, 42 U.S.C. § 2000e et seq.; the
Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.;  the Civil
Rights Act of 1866, 42 U.S.C. § 1981; the Civil Rights Act of 1991, 42 U.S.C. §
1981a; the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.;
the National Labor Relations Act, 29 U.S.C. § 151 et seq.;
the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq.;
the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq.; the
Genetic Information Nondiscrimination Act of 2008, Pub. L. No. 110-233,
122 Stat. 881 (codified as amended in scattered sections of 29 U.S.C. and 42
U.S.C.); the Employee Retirement Income Security Act (except for any vested
claim for benefits under a qualified retirement plan that may be brought
pursuant to 502(a)(1)(B) of ERISA), 29 U.S.C. § 1001 et seq.;
the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq.; the Equal Pay Act (codified in scattered sections
of 29 U.S.C.); the Minnesota Human Rights Act, Minn. Stat. § 363A.01 et seq.; any applicable local human rights ordinance; and
any claim arising under Minn. Stat. Chapters 177 and 181; and


 


4.                                       all claims for
alleged wrongful discharge; breach of contract; breach of implied contract;
failure to keep any promise; breach of a covenant of good faith and fair
dealing; breach of fiduciary duty; estoppel; my activities, if any, as a “whistleblower”;
defamation; infliction of emotional distress; fraud; misrepresentation;
negligence; harassment; retaliation or reprisal; constructive discharge;
assault; battery; false imprisonment; invasion of privacy; interference with
contractual or business relationships; any other wrongful employment practices;
and violation of any other principle of common law; and


 


5.                                       all claims for
compensation of any kind, including without limitation, salary, wages, bonuses,
commissions, stock-based compensation, vacation pay, paid time off, fringe
benefits, and expense reimbursements; and


 


6.                                       all claims for
reinstatement or other equitable relief; back pay, front pay, compensatory
damages, damages for alleged personal injury, liquidated damages and punitive
damages; and


 


7.                                       all claims for attorneys’
fees, costs and interest.


 


However,
My Claims does not include any claims that the law does not allow to be
waived or any claims that may arise after the date on which I sign this
Agreement.


 


II.            Termination of
Employment and Agreement to Release My Claims.


 


A.            I have resigned from my employment with (and my position
as an officer of) Analysts International effective as of the close of business
on July 27, 2010.


 


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B.            Provided I perform
all of my obligations under this Agreement and do not revoke this Agreement
within the fifteen (15) day revocation period as set forth below, I will
receive severance  (“Severance
Compensation”) from Analysts International as follows:


 


1.               Analysts
International will continue to pay my regular base salary of $275,000 per annum
through (and ending on) January 7, 2011, at the same time and on the same
schedule as salary payments are generally made to employees of Analysts
International, at my current rate of pay and subject to normal withholdings;
and


 


2.               Analysts
International will reimburse my medical insurance premium payments made under
the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period of up
to six (6) months starting as of August 2010, the first month after
my coverage as an employee ends, provided that Analysts International receives
sufficient evidence of proof of such payments during the COBRA period.


 


I
understand that I may continue my COBRA coverage at my own expense for any
remaining period of COBRA eligibility after Analysts International stops its
monthly premium payments.  I understand
that the date of my employment termination, July 27, 2010, is my
qualifying event for COBRA purposes.  I
understand that I will have 90 days following July 27, 2010, to exercise
any of my vested stock options of Analysts International.  I
understand that pursuant to the terms of the applicable Analysts International
plan documents, all of my unvested stock options are forfeited.


 


C.            For the avoidance of
doubt, the Company acknowledges that nothing in this Agreement is intended to
diminish or alter any rights I may have under the Company’s Restated Special
Executive Retirement Plan as adopted December 27, 2006 and amended September 1,
2007 (the “Plan”), which rights are as stated in the Plan.  The Company has advised me that as of July 3,
2010 the accrued balance in my deferred compensation account is
$14,158.26.  Between July 3, 2010
and the distribution of my deferred compensation, the Company acknowledges that
my balance will continue to accrue interest in accordance with the terms of the
Plan as administered under the direction of the Company’s Board of
Directors.  I will be paid the full
amount in my deferred compensation account within five (5) business days
of when such payment is allowed under section 409A of the Internal Revenue Code
of 1986, as amended.


 


D.            My Severance
Compensation is contingent upon me signing and not revoking this Agreement as
provided below.  I understand and
acknowledge that the Severance Compensation is in addition to anything of value
that I would be entitled to receive from Analysts International if I did not
sign this Agreement or if I revoked this Agreement.


 


E.             In exchange for the
Severance Compensation, I give up, settle and release all of My Claims
and I agree to abide by this Agreement in all respects.  I understand and agree that through this
release I am extinguishing all of My Claims occurring up to the date on
which I sign this Agreement.  The
Severance Compensation that I am receiving is a fair compromise for my
undertakings in this Agreement.


 


F.             Notwithstanding the
foregoing, I understand that nothing contained in this Agreement purports
to limit any right I may have to file a charge with the Equal Employment Opportunity
Commission or other administrative agency or to participate in an investigation
or proceeding conducted by the Equal Employment Opportunity Commission or other
investigative agency.  This Agreement
does, however, waive and release any right to recover monetary damages
resulting from such investigation or litigation.


 


G.            Despite the fact
that my last day of employment with Analysts International was July 27, 2010, I
will, as a condition to receiving my Severance Compensation on the schedule
specified in paragraph II(B)(1) above, fully cooperate and assist the
Company with any transitional issues that may arise at any time while I am
receiving Severance Compensation, devoting such time and attention to such
matters as may be 


 


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required
or appropriate. This may include, without limitation, in-person attendance at
meetings and review of plans and strategies.


 


III.           No Admission of
Liability.  Even though
Analysts International will provide Severance Compensation for me to settle and
release My Claims and to otherwise abide by this Agreement, the Company does
not admit that it is responsible or legally obligated to me.  In fact, the Company denies that it is
responsible or legally obligated to me for My Claims, denies that it engaged in
any unlawful or improper conduct toward me, and denies that it treated me
unfairly or acted wrongfully.


 


IV.           Acknowledgement of Risk of Change in Facts or Law.  I acknowledge that the facts and
the law material to this Agreement may turn out to be different from or
contrary to my present belief, and I assume the risk that such differences may
arise.  I acknowledge and represent that
I have not relied on any representations of the Company or the Company’s
counsel in entering into this Agreement. 
Once the fifteen (15) day revocation period below has expired, I intend that the release granted herein
shall be final, complete, irrevocable and binding in all events and
circumstances whatsoever.


 


V.            Advice to Consult
with an Attorney.  My decision
whether to sign this Agreement is my own voluntary decision made with full
knowledge that the Company has advised me to consult with an attorney.


 


VI.           Period to
Consider this Agreement.  I understand that I have through August 17,
2010 (which, I acknowledge, is no less than twenty-one (21) calendar days
from the date I first received this Agreement) to consider whether I wish to
sign this Agreement.  I understand that
if I sign this Agreement prior to August 17, 2010, or choose to forego the
advice of legal counsel, I do so freely and knowingly, and I waive any and
all further claims that such action or actions would affect the validity of
this Agreement.  I understand that any
changes to this Agreement, whether material or not material, do not restart the
period during which I can consider whether to sign this Agreement.


 


If I elect not to execute
and return this Agreement on or before August 17, 2010, I further
understand that the offer contained herein shall terminate and Analysts
International shall be under no obligation to provide the Severance
Compensation and the benefits provided herein.


 


VII.         My Right to Revoke
this Agreement.  I understand
that I have the right to revoke the release of claims contained in Paragraph II
with regard to claims arising under the Minnesota Human Rights Act, Minnesota
Statutes Chapter 363A, within fifteen (15) calendar days of my signing this
Agreement, and with regard to my rights arising under the federal Age
Discrimination in Employment Act, 29 U.S.C. § 621 et seq.,
within seven (7) calendar days of my signing this Agreement.  The two revocation periods shall run
concurrently.  This Agreement will not
become effective or enforceable unless and until the fifteen (15) day
revocation period has expired without my revoking it.  I understand that if I revoke this Agreement,
all of Analysts International’s obligations to me under this Agreement will
immediately cease and terminate, and Analysts International will owe me no
amounts hereunder.  If I do not revoke this
Agreement within said fifteen (15) day period, I understand that Analysts
International will begin to pay the Severance Compensation to me shortly after
that fifteen (15) day period expires.


 


VIII.        Procedure for
Accepting or Revoking this Agreement. 
To accept the terms of this Agreement, I must deliver the
Agreement, after I have signed and dated it, to Analysts International by hand
or by certified mail, return receipt requested on or before August 11,
2010.  To revoke my acceptance, I
must deliver a written, signed statement that I revoke my acceptance by hand or
by certified mail, return receipt requested, within the fifteen (15) day
revocation period.  All certified
mailings and hand deliveries must be made to Analysts International at the
following address:


 


Jill
Dose

Analysts International Corporation

3601 West 76th Street, Suite 500


 


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Edina,
MN 55435


 


If
I choose to deliver my acceptance or the revocation of my acceptance by mail,
it must be:


 


1.                                       postmarked
within the period stated above; and


 


2.                                       properly
addressed to Jill Dose, Analysts International, at the address stated above.


 


IX.           Non-Disparagement.  Both I and the Company agree not to make
negative or disparaging remarks or comments about each other, including, in the
case of comments regarding the Company, about its officers, directors,
management, employees, products or services.


 


X.            Non-Solicitation
and Non-Interference.  I acknowledge
and agree to abide by the Restrictions against Solicitation and
Non-Interference provisions of Section 13 of the September 1, 2009
Employment Agreement, for which I acknowledge sufficient prior consideration
was given.


 


XI.           Restrictions Against Competition.  I acknowledge and agree to
abide by the Restrictions against Competition provisions of Section 14 of
the September 1, 2009 Employment Agreement, for which I acknowledge
sufficient prior consideration was given.


 


XII.         Confidentiality.  I agree that I will keep confidential, and
will not use for my benefit or for the benefit of any other company or person,
confidential Analysts International business information (including, but not
limited to, the identity of Analysts International customers and prospective
customers and their requirements for IT consulting and other services provided
by Analysts International), salary information, contract rates and contract
expiration dates, details of Analysts International projects, business,
marketing and strategic plans, and Company or office financial information.  I recognize that the Company has furnished
any information of this type to me in confidence on the understanding that I
would not disclose or use it for the advantage of myself or anyone other than
Analysts International.


 


XIII.        Return of Property.  I agree that I will not retain any copies of
Company property or documents.  I agree
that this obligation is ongoing and that if I subsequently discover any
additional Company property that I will promptly return any such property to
Analysts International.


 


XIV.        No Other Promises or Representations.  I agree that no promise or
representation, other than the promises and representations expressly contained
in this Agreement, has been made to me by the Company.


 


XV.         Interpretation of
this Agreement.  This
Agreement should be interpreted as broadly as possible to achieve my intention
to resolve all of My Claims against the Company and to otherwise fulfill my
obligations under this Agreement.  If any
provision of this Agreement is found to be illegal and/or unenforceable, such
provision shall be severed and modified to the extent necessary to make it
enforceable; and as so severed or modified, the remainder of this Agreement
shall remain in full force and effect and enforceable with respect to the
release of all the remainder of My Claims.


 


XVI.        Voluntary Release.  I have read this Agreement carefully.  I understand all of its terms.  In signing this Agreement, I have not
relied on any statements or explanations made by the Company or its attorneys except
as specifically set forth in this Agreement. 
I am voluntarily releasing My Claims against the Company without
coercion, duress or reliance on any representations by the Company including,
but not limited to, any Analysts International employee, agent or attorney and
I am voluntarily undertaking my other obligations under this Agreement without
coercion, duress or reliance on any representations by any Analysts
International employee, agent or attorney. 
I intend this Agreement to be legally binding.


 


XVII.      Non-Disclosure
of this Agreement.  I agree that the terms of
this Agreement are confidential.  I will 


 


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not, directly or indirectly, disclose any of the
terms of this Agreement to anyone other than my immediate family or counsel,
except as such disclosure may be required for accounting or tax reporting
purposes or as otherwise may be required by law (for example, by subpoena or
other compulsory legal process). I understand that the Company may in its
discretion make a filing on Form 8-K with the Securities and Exchange
Commission regarding my resignation from the Company.


 


XVIII.     Governing
Law; Jurisdiction and Venue.  This Agreement is governed by and shall be
construed in accordance with the laws of the State of Minnesota and any dispute
related thereto shall be exclusively venued in the state courts of Minnesota
located in Hennepin County, Minnesota. 
In the event litigation results involving this Agreement, the
unsuccessful party agrees to pay the prevailing party’s reasonable attorneys’
fees and costs.


 


XIX.        Other Agreements.  I understand that this Separation Agreement
and Release of Claims and the employee benefit plans of Analysts International
in which I will continue as a participant following my termination from employment
contain all of the agreements between the Company and me.  Except as expressly provided herein, these
agreements (this Separation Agreement and Release of Claims and the employee
benefit plans of Analysts International in which I will continue as a
participant following my termination from employment) expressly supersede all
other written and oral agreements the Company and I may have, including, but
not limited to, the my Employment Agreements). 
I fully understand and acknowledge that this Agreement completely
supersedes and replaces my Employment Agreements and that, from and after the
effective date of this Agreement, except as expressly provided herein, I
will not have any rights under my Employment Agreements (or any of them or any
exhibit thereto), whether to severance, change of control payments, stock
options, or otherwise.  Except as
expressly provided herein, the only provision of the September 1, 2009
Employment Agreement that shall have any force or effect after the effective
date of this Agreement shall be Section 20 thereof (“Survival”).  Any additions or changes to this Agreement
must be in writing and signed by both parties.


 


XX.         Survival.  I understand that the provisions of this
Agreement that, by their nature and content, must survive the completion,
revocation, termination or expiration of this Agreement in order to achieve the
fundamental purposes of this Agreement (including but not limited to the
provisions of paragraphs II, IX, X, XI, XII and XIII of this Agreement)
will survive the termination of my employment and the termination, for any
reason, of this Agreement.


 


XXI.        Release
as Evidence.  I understand
and agree that in the event that any claim, suit or action shall be commenced
by me against the Company, including, but not limited to, claims, suits or
actions relating to my employment with Analysts International through this
date, this Agreement shall constitute a complete defense to any such claims,
suits or actions so instituted.


 


By signing below, I, James D. Anderson, acknowledge and agree to
the following:


 


·                                          I have had adequate time to
consider whether or not to sign this Separation Agreement and Release of
Claims.


 


·                                          I have read this Separation
Agreement and Release of Claims carefully.


 


·                                          I understand and agree to all
of the terms of this Separation Agreement and Release of Claims.


 


·                                          I am knowingly and
voluntarily releasing My Claims against the Company (as defined herein) to the
extent expressly set forth in this Separation Agreement and Release of Claims.


 


·                                          I have not, in signing this
Separation Agreement and Release of Claims, relied upon any statements or
explanations made by the Company except as for those specifically set forth in
this Separation Agreement and Release of Claims.


 


·                                          I intend this Separation Agreement
and Release of Claims to be legally binding.


 


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·                                          I am signing this Separation
Agreement and Release of Claims on or after my last day of employment with
Analysts International Corporation.


 


·                                          The effective date of this
Separation Agreement and Release of Claims shall be the date on which it is
last signed by one of the parties to this Agreement.


 


The
foregoing is agreed and accepted.


 


	
  James
  D. Anderson

  	
   

  	
  Analysts
  International Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date
  signed:

  	
   

  	
   

  	
  Date
  signed:

  	
   

  
						



 


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