**Exhibit10.61**

 

**SEPARATION AGREEMENT AND RELEASE OF CLAIMSJames D. Anderson**

 

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

 

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

 

B.                                     AnalystsInternational means Analysts International Corporation and anyrelated or affiliated business entities in the present or past, includingwithout limitation, its or their predecessors, successors, parents,subsidiaries, affiliates, joint venture partners, and divisions.

 

C.                                     Company means AnalystsInternational; the present and past Board of Directors, shareholders, officersand employees of Analysts International; Analysts International’s insurers; andanyone who acted on behalf of Analysts International or on instructions fromAnalysts International.

 

D.                                    EmploymentAgreements means all of the following, *collectively:*

 

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

 

2.                                       the Change ofControl Agreement attached to the September 1, 2009 Employment Agreementas Exhibit A; and

 

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

 

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

 

E.                                      My Claims means any and all claims, actions, rights, causesof action and demands, known or unknown, arising at law, in equity, orotherwise, from the beginning of time and continuing through and up to the dateon which I sign this Agreement, which I have or may have against the Company, includingwithout limitation:

 

1.                                       all claimsarising out of or relating to my employment with Analysts International or thetermination of that employment, including but not limited to any claims  based on, relating to or arising out of my EmploymentAgreements or any of them; and 

 

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2.                                       all claimsarising out of or relating to the statements, actions or omissions of theCompany; and

 

3.                                       all claims forany alleged unlawful discrimination, harassment, retaliation or reprisal, orother alleged unlawful practices arising under any federal, state, or local statute,ordinance, or regulation, including without limitation claims under Title VIIof the Civil Rights Act of 1964, 42 U.S.C. § 2000e etseq.; theAge Discrimination in Employment Act, as amended by the Older Workers BenefitProtection Act of 1990, 42 U.S.C. § 2000e *et seq*.; theAmericans with Disabilities Act, as amended, 42 U.S.C. § 12101 *et seq.*;**the CivilRights 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*.; theGenetic 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 42U.S.C.); the Employee Retirement Income Security Act (except for any vestedclaim for benefits under a qualified retirement plan that may be broughtpursuant 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 sectionsof 29 U.S.C.); the Minnesota Human Rights Act, Minn. Stat. § 363A.01 *et seq*.; any applicable local human rights ordinance; andany claim arising under Minn. Stat. Chapters 177 and 181; and

 

4.                                       all claims foralleged wrongful discharge; breach of contract; breach of implied contract;failure to keep any promise; breach of a covenant of good faith and fairdealing; 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 withcontractual or business relationships; any other wrongful employment practices;and violation of any other principle of common law; and

 

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

 

6.                                       all claims forreinstatement or other equitable relief; back pay, front pay, compensatorydamages, damages for alleged personal injury, liquidated damages and punitivedamages; 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 bewaived or any claims that may arise after the date on which I sign thisAgreement.

 

**II.            Termination ofEmployment and Agreement to Release My Claims.**

 

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

 

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B.            Provided I performall of my obligations under this Agreement and do not revoke this Agreementwithin the fifteen (15) day revocation period as set forth below, I willreceive severance  (“SeveranceCompensation”) from Analysts International as follows:

 

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

 

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

 

Iunderstand that I may continue my COBRA coverage at my own expense for anyremaining period of COBRA eligibility after Analysts International stops itsmonthly premium payments.  I understandthat the date of my employment termination, July 27, 2010, is myqualifying event for COBRA purposes.  Iunderstand that I will have 90 days following July 27, 2010, to exerciseany of my vested stock options of Analysts International.  Iunderstand that pursuant to the terms of the applicable Analysts Internationalplan documents, all of my unvested stock options are forfeited.

 

C.            For the avoidance ofdoubt, the Company acknowledges that nothing in this Agreement is intended todiminish or alter any rights I may have under the Company’s Restated SpecialExecutive 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, 2010and the distribution of my deferred compensation, the Company acknowledges thatmy balance will continue to accrue interest in accordance with the terms of thePlan as administered under the direction of the Company’s Board ofDirectors.  I will be paid the fullamount in my deferred compensation account within five (5) business daysof when such payment is allowed under section 409A of the Internal Revenue Codeof 1986, as amended.

 

D.            My SeveranceCompensation is contingent upon me signing and not revoking this Agreement asprovided below.  I understand andacknowledge that the Severance Compensation is in addition to anything of valuethat I would be entitled to receive from Analysts International if I did notsign this Agreement or if I revoked this Agreement.

 

E.             In exchange for theSeverance Compensation, I give up, settle and release all of My Claimsand I agree to abide by this Agreement in all respects.  I understand and agree that through thisrelease I am extinguishing all of My Claims occurring up to the date onwhich I sign this Agreement.  TheSeverance Compensation that I am receiving is a fair compromise for myundertakings in this Agreement.

 

F.             Notwithstanding theforegoing, I understand that nothing contained in this Agreement purportsto limit any right I may have to file a charge with the Equal Employment OpportunityCommission or other administrative agency or to participate in an investigationor proceeding conducted by the Equal Employment Opportunity Commission or otherinvestigative agency.  This Agreementdoes, however, waive and release any right to recover monetary damagesresulting from such investigation or litigation.

 

G.            Despite the factthat my last day of employment with Analysts International was July 27, 2010, Iwill, as a condition to receiving my Severance Compensation on the schedulespecified in paragraph II(B)(1) above, fully cooperate and assist theCompany with any transitional issues that may arise at any time while I amreceiving Severance Compensation, devoting such time and attention to suchmatters as may be 

 

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requiredor appropriate. This may include, without limitation, in-person attendance atmeetings and review of plans and strategies.

 

**III.           No Admission ofLiability. **Even thoughAnalysts International will provide Severance Compensation for me to settle andrelease My Claims and to otherwise abide by this Agreement, the Company doesnot admit that it is responsible or legally obligated to me.  In fact, the Company denies that it isresponsible or legally obligated to me for My Claims, denies that it engaged inany unlawful or improper conduct toward me, and denies that it treated meunfairly or acted wrongfully.

 

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

 

**V.            Advice to Consultwith an Attorney. **My decisionwhether to sign this Agreement is my own voluntary decision made with fullknowledge that the Company has advised me to consult with an attorney.

 

**VI.           Period toConsider this Agreement**.  I understand that I have through August 17,2010 (which, I acknowledge, is no less than twenty-one (21) calendar daysfrom the date I first received this Agreement) to consider whether I wish tosign this Agreement.  I understand thatif I sign this Agreement prior to August 17, 2010, or choose to forego theadvice of legal counsel, I do so freely and knowingly, and I waive any andall further claims that such action or actions would affect the validity ofthis Agreement.  I understand that anychanges to this Agreement, whether material or not material, do not restart theperiod during which I can consider whether to sign this Agreement.

 

If I elect not to executeand return this Agreement on or before August 17, 2010, I furtherunderstand that the offer contained herein shall terminate and AnalystsInternational shall be under no obligation to provide the SeveranceCompensation and the benefits provided herein.

 

**VII.         My Right to Revokethis Agreement. **I understandthat I have the right to revoke the release of claims contained in Paragraph IIwith regard to claims arising under the Minnesota Human Rights Act, MinnesotaStatutes Chapter 363A, within fifteen (15) calendar days of my signing thisAgreement, and with regard to my rights arising under the federal AgeDiscrimination 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 runconcurrently.  This Agreement will notbecome effective or enforceable unless and until the fifteen (15) dayrevocation 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 willimmediately cease and terminate, and Analysts International will owe me noamounts hereunder.  If I do not revoke thisAgreement within said fifteen (15) day period, I understand that AnalystsInternational will begin to pay the Severance Compensation to me shortly afterthat fifteen (15) day period expires.

 

**VIII.        Procedure forAccepting or Revoking this Agreement. **To accept the terms of this Agreement, I must deliver theAgreement, after I have signed and dated it, to Analysts International by handor by certified mail, return receipt requested on or before August 11,2010.  To revoke my acceptance, Imust deliver a written, signed statement that I revoke my acceptance by hand orby certified mail, return receipt requested, within the fifteen (15) dayrevocation period.  All certifiedmailings and hand deliveries must be made to Analysts International at thefollowing address:

 

JillDoseAnalysts International Corporation3601 West 76th Street, Suite 500

 

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Edina,MN 55435

 

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

 

1.                                       postmarkedwithin the period stated above; and

 

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

 

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

 

**X.            Non-Solicitationand Non-Interference. **I acknowledgeand agree to abide by the Restrictions against Solicitation andNon-Interference provisions of Section 13 of the September 1, 2009Employment Agreement, for which I acknowledge sufficient prior considerationwas given.

 

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

 

**XII.         Confidentiality.**  I agree that I will keep confidential, andwill not use for my benefit or for the benefit of any other company or person,confidential Analysts International business information (including, but notlimited to, the identity of Analysts International customers and prospectivecustomers and their requirements for IT consulting and other services providedby Analysts International), salary information, contract rates and contractexpiration dates, details of Analysts International projects, business,marketing and strategic plans, and Company or office financial information.  I recognize that the Company has furnishedany information of this type to me in confidence on the understanding that Iwould not disclose or use it for the advantage of myself or anyone other thanAnalysts International.

 

**XIII.        Return of Property.**  I agree that I will not retain any copies ofCompany property or documents.  I agreethat this obligation is ongoing and that if I subsequently discover anyadditional Company property that I will promptly return any such property toAnalysts International.

 

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

 

**XV.         Interpretation ofthis Agreement.**  ThisAgreement should be interpreted as broadly as possible to achieve my intentionto resolve all of My Claims against the Company and to otherwise fulfill myobligations under this Agreement.  If anyprovision of this Agreement is found to be illegal and/or unenforceable, suchprovision shall be severed and modified to the extent necessary to make itenforceable; and as so severed or modified, the remainder of this Agreementshall remain in full force and effect and enforceable with respect to therelease 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 notrelied on any statements or explanations made by the Company or its attorneys exceptas specifically set forth in this Agreement. I am voluntarily releasing My Claims against the Company withoutcoercion, duress or reliance on any representations by the Company including,but not limited to, any Analysts International employee, agent or attorney andI am voluntarily undertaking my other obligations under this Agreement withoutcoercion, duress or reliance on any representations by any AnalystsInternational employee, agent or attorney. I intend this Agreement to be legally binding.

 

**XVII.     ****Non-Disclosureof this Agreement****.**  I agree that the terms ofthis Agreement are confidential.  I will 

 

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

 

**XVIII.    ****GoverningLaw;****Jurisdiction and Venue**.  This Agreement is governed by and shall beconstrued in accordance with the laws of the State of Minnesota and any disputerelated thereto shall be exclusively venued in the state courts of Minnesotalocated in Hennepin County, Minnesota. In the event litigation results involving this Agreement, theunsuccessful party agrees to pay the prevailing party’s reasonable attorneys’fees and costs.

 

**XIX.        Other Agreements.**  I understand that this Separation Agreementand Release of Claims and the employee benefit plans of Analysts Internationalin which I will continue as a participant following my termination from employmentcontain all of the agreements between the Company and me.  Except as expressly provided herein, theseagreements (this Separation Agreement and Release of Claims and the employeebenefit plans of Analysts International in which I will continue as aparticipant following my termination from employment) expressly supersede allother written and oral agreements the Company and I may have, including, butnot limited to, the my Employment Agreements). I fully understand and acknowledge that this Agreement completelysupersedes and replaces my Employment Agreements and that, from and after theeffective date of this Agreement, except as expressly provided herein, Iwill not have any rights under my Employment Agreements (or any of them or anyexhibit thereto), whether to severance, change of control payments, stockoptions, or otherwise.  Except asexpressly provided herein, the only provision of the September 1, 2009Employment Agreement that shall have any force or effect after the effectivedate of this Agreement shall be Section 20 thereof (“Survival”).  Any additions or changes to this Agreementmust be in writing and signed by both parties.

 

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

 

**XXI.**        **Releaseas Evidence.**  I understandand agree that in the event that any claim, suit or action shall be commencedby me against the Company, including, but not limited to, claims, suits oractions relating to my employment with Analysts International through thisdate, 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 tothe following:

 

·                                          I have had adequate time toconsider whether or not to sign this Separation Agreement and Release ofClaims.

 

·                                          I have read this SeparationAgreement and Release of Claims carefully.

 

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

 

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

 

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

 

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

 

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·                                          I am signing this SeparationAgreement and Release of Claims on or after my last day of employment withAnalysts International Corporation.

 

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

 

Theforegoing is agreed and accepted.

 
| **James  D. Anderson** | ** ** | **Analysts  International Corporation** |
|------------------------|------------|-----------------------------------------|
| ** **             | ** ** | ** **                              |
|                   |       | By:                                     |   |
|                   |       |                                    |   |
|                   |       | Title:                                  |   |
|                   |       |                                    |
| Date  signed:          |       |                                    | Date  signed: |   |
|                        |            |                                         |  |  |  |

 

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