EX-10.1






TRANSITION AGREEMENT




This Transition Agreement is made as of March 25, 2015 (the “Effective Date”) by and
between DIGI INTERNATIONAL INC., a Delaware corporation (the “Company”), and Steven Snyder
(“Executive”).



WHEREAS, Executive is currently employed as Sr. Vice President, and Chief Financial Officer of
the Company, pursuant to an offer letter dated October 28, 2010 (the “Letter Agreement”);



WHEREAS, in connection with, and as a condition of the Letter Agreement, Executive and the
Company entered into a DIGI International Employment, Confidential Information, and Arbitration
Agreement, signed by Executive on November 7, 2010 (the “Confidential Information
Agreement”);



WHEREAS, Executive and the Company are parties to certain stock option agreements, which grant
to Executive certain options to purchase shares of the Company’s common stock under certain
circumstances specified in the option agreements;



WHEREAS, Executive and the Company are parties to certain stock restricted stock unit
agreements, which grant to Executive certain restricted stock units options in accordance with the
plans under which the units were granted and the related restricted stock unit agreement; and 



WHEREAS, Executive and the Company have agreed upon a smooth transition of Executive’s
employment with the Company, according to the terms and conditions of this Agreement, with both the
Company and Executive desiring Executive to remain employed by the Company through October 31,
2015.



NOW THEREFORE, in consideration of the mutual promises and provisions contained in this
Agreement, the parties, intending to be legally bound, agree as follows:



1. Transition.



(a) Employment. Subject to the terms and conditions of this Agreement, the Company hereby
agrees to continue Executive’s employment, and Executive hereby accepts continued employment by the
Company, for the period (the “Transition Period”) commencing on the Effective Date and
continuing until the earlier of (a) October 31, 2015 (the “Anticipated Separation Date”),
or (b) the date on which Executive’s employment is earlier terminated under Section 6. The
effective date of the termination of Executive’s employment with the Company for any reason is
referred to herein as the “Termination Date.” For purposes of Section 7 of this
Agreement only, with respect to the timing of any payments thereunder, the Termination Date shall
mean the date on which a “separation from service” has occurred for purposes of Section 409A of the
Internal Revenue Code and the regulations and guidance thereunder (the “Code”).



(b) Officer Role. Executive hereby resigns from his positions as Sr. Vice President, and
Chief Financial Officer of the Company, and as an officer or director of any subsidiary of the
Company, effective as of the earlier of (i) the date requested by the Chief Executive Officer due
to commencement of his successor’s employment, and (ii) the Termination Date. The effective date
of Executive’s resignation as Sr. Vice President, and Chief Financial Officer is referred to herein
as the “Officer Resignation Date.” If the Officer Resignation Date occurs prior to the
Termination Date, Executive will continue to be an employee of the Company through the Termination
Date and will continue to receive his salary and benefits through the Termination Date.



(c) Conduct During Transition. Executive shall follow all applicable policies and procedures
previously adopted by the Company or adopted by the Company during the Transition Period,
including, without limitation, policies related to business ethics, non-discrimination, conflict of
interest, confidentiality and protection of trade secrets. Executive shall not engage in any
activity during the Transition Period that is detrimental or is reasonably likely to be detrimental
to the Company’s best interests.



2. Duties. While Executive is employed by the Company during the Transition Period,
Executive’s responsibilities shall be as follows:



(a) Initial Transition Period. During the period from the Effective Date through July 31,
2015 (the “Initial Transition Period”), Executive shall continue to devote his full time,
attention and energy to performing his duties and responsibilities to the Company. Executive’s
responsibilities and duties during the Initial Transition Period shall include such duties as
requested by the Chief Executive Officer, which may include, without limitation, (i) assisting with
ongoing matters on which he worked prior to the Effective Date, (ii) facilitating the transition of
his prior responsibilities, and (iii) timely executing and delivering such acknowledgements,
instruments, certificates, and other ministerial documents (including without limitation,
certification as to specific actions performed by Executive in his capacity as an officer of the
Company) as may be necessary or appropriate to formalize and complete the applicable corporate
records. Notwithstanding the foregoing, during the Initial Transition Period, the Company will
permit Employee reasonable time to begin a search for other employment, including interviewing and
other activities associated with searching for and obtaining new employment.



(b) Second Transition Period. During the period from August 1, 2015 through the Anticipated
Separation Date (the “Second Transition Period”), Executive shall at the Company’s
reasonable request and upon reasonable notice, timely execute and deliver such acknowledgements,
instruments, certificates, and other ministerial documents (including without limitation,
certification as to specific actions performed by Executive in his capacity as an officer of the
Company) as may be necessary or appropriate to formalize and complete the applicable corporate
records. In addition, at the Company’s reasonable request and upon reasonable notice, Executive
will, from time to time, discuss and consult with the Company regarding business matters that he
was directly and substantially involved with while employed by the Company. Executive shall not be
required to report to work on a regular basis during the Second Transition Period.



3. Compensation and Benefits. While Executive is employed by the Company during the Initial
and Second Transition Period, Executive shall continue to receive his base salary as of the
Effective Date, and shall remain eligible to participate in all employee benefit plans and programs
generally available to employees of the Company, to the extent that Executive meets the eligibility
requirements for each individual plan or program. Executive shall continue to be eligible for
incentive compensation in accordance to the terms of his Employment Agreement and any annual cash
incentive plan in effect through the end of the Initial Transition Agreement.



4. First Executive Release. At the same time Executive signs this Agreement, Executive
also will sign a release in the form attached to this Agreement as Exhibit A (the “First
Release”).



5. Stock Options and Restricted Stock Unit.  Executive acknowledges and agrees that the
stock options and restricted stock units listed in this Section 5 are his only stock
options, restricted stock units or other rights to purchase or acquire shares of the Company’s
Common Stock and (i) that such stock options are exercisable, or will become exercisable, in
accordance with the plans under which the options were granted and the related option agreements
and only to the extent such options currently are vested, or become vested by virtue of Executive’s
continued employment with the Company pursuant to this Agreement and (ii) that such restricted
stock units are vested, or will become vested, in accordance with the plans under which the units
were granted and the related restricted stock unit agreement.  Executive further agrees and
acknowledges that all of such options to purchase the Company’s Common Stock will expire and cease
to be outstanding in accordance with the plans under which the options were granted and the
applicable option agreements.  Nothing in this Agreement is intended to modify in any way the terms
and conditions of the option agreements or restricted stock units and it is the intent of Executive
and the Company that the options and units continue to vest in accordance with the option
agreements and restricted stock agreement while Executive is employed pursuant to this Agreement.



1



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Options Exercisable	 	Option	 	 	 	 	 	Option
	 	 	Total	 	Assuming Employment Through	 	Exercise	 	 	 	 	 	Expiration
	Grant Date	 	Options	 	 	 	10/31/2015	 	Price ($)	 	 	 	 	 	Date
	11/30/10
	 	 	150,000	 	 	
 
	 	 	150,000	 	 	 	9.60	 	 	 	 	 	 	11/30/20
	11/22/11
	 	 	60,000	 	 	
 
	 	 	58,750	 	 	 	10.63	 	 	 	 	 	 	11/22/21
	11/20/12
	 	 	55,000	 	 	
 
	 	 	40,104	 	 	 	9.35	 	 	 	 	 	 	11/20/22
	11/20/13
	 	 	55,000	 	 	
 
	 	 	26,354	 	 	 	10.81	 	 	 	 	 	 	11/20/23
	11/20/14
	 	 	27,500	 	 	
 
	 	 	0	 	 	 	7.40	 	 	 	 	 	 	11/20/24
	 	 	 	 	 	 	Total
	 	Vested Units
	Grant Date	 	Restricted Stock Units
	 	Through 10/31/2015
	 	 	 
	 	 
	05/27/14	 	 	 	 	12,500	 	 	 	 	 	 	 	4,167	 	 	 
	11/20/14	 	 	 	 	13,750	 	 	 	 	 	 	 	0	 	 	 






6. Early Termination. Executive’s employment with the Company may be terminated prior
to the Anticipated Separation Date for the following reasons:



(a) the Board terminates Executive’s employment with the Company for Cause (as defined in
Section 3.2 of the Employment Agreement, as amended by Section 8(b) of this Agreement) or due to
Executive’s breach of this Agreement;



(b) Executive terminates his employment with the Company for any reason; or



(c) Executive’s death.



If Executive’s employment terminates prior to the Anticipated Separation Date for any of the
reasons provided for in this Section 6, then the Company’s only obligations to Executive
shall be to pay Executive such compensation that has been earned but not paid to Executive as of
the Termination Date, including any earned but unused vacation pay.



7. Separation Benefits.



(a) Separation Benefits. If Executive’s Termination Date is the Anticipated Separation Date,
then the Company shall pay Executive such compensation that has been earned but not paid to
Executive as of the Termination Date, including any earned but unused vacation pay, and subject to
satisfaction of the conditions set forth below in Section 7(b), Executive shall receive the
following separation benefits (hereinafter the “Separation Benefits”):




(i) The Company will pay to Executive a lump sum payment equal to nine (9) months of
Executive’s base salary in effect immediately prior to the Termination Date, less applicable
withholdings, which shall be paid within 15 business days following expiration of the
rescission period provided for in the Second Release (defined below).




(ii) The Company shall pay Executive a pro-rata bonus based on (x) the number of months
worked in the 2015 fiscal year as of the end of the Initial Transition Period; and (y) the
Company’s actual performance against annual objectives. This pro-rata bonus shall be paid
no later than 2.5 months after the close of the 2015 fiscal year.




(iii) If Executive elects to continue his group medical and dental insurance pursuant
to the terms of the applicable plans and laws (“COBRA health coverage”), the Company will
pay Executive’s group medical and dental health premiums at the same level of coverage as in
effect as of the Termination Date, through the earliest of (a) three (3) months following
the Termination Date, (b) the date on which Executive becomes eligible for comparable group
medical or dental coverage from any other employer, or (c) the date that COBRA health
coverage ends under the applicable plan or laws.



(b) Conditions. Executive’s receipt of the Separation Benefits is subject to the following
conditions: (i) on or within twenty-one (21) days after the Anticipated Separation Date, Executive
has signed a second release in the form attached to this Agreement as Exhibit B (the “Second
Release”), (ii) Executive has not rescinded the Second Release within the rescission period set
forth in the Second Release, and (iii) Executive has not breached Executive’s obligations under
this Agreement or the Employment Agreement.



8. Claims Involving the Company. Executive agrees that he will, at any future time, be
available upon reasonable notice from the Company, with or without subpoena, to be interviewed,
review documents or things, give depositions, testify, or engage in other reasonable activities in
connection with any litigation or investigation, with respect to matters that Executive has or may
have knowledge of by virtue of his employment by or service to the Company or any related entity.
In performing his obligations under this Section 8 to testify or otherwise provide
information, Executive will honestly, truthfully, forthrightly, and completely provide the
information requested. Executive will comply with this Agreement upon notice from the Company that
the Company or its attorneys believe that his compliance would be helpful in the resolution of an
investigation or the prosecution or defense of claims.



9. Non-disparagement. Executive will not malign, defame, or disparage the reputation,
character, image, products, or services of the Company, or the reputation or character of the
Company’s directors, officers, employees, or agents. The current members of the Board will not
disparage Executive’s reputation, image or character, and neither the Board nor the Company will
authorize or encourage any employee of the Company to disparage Executive’s reputation, image or
character. Nothing in this Agreement is intended to prevent or interfere with Executive or the
Company from making any required or reasonable communications with, or providing information to,
any governmental, law enforcement, or stock exchange agency or representative, or in connection
with any governmental investigation, court, administrative or arbitration proceeding.



10. Interpretation of Releases. This Agreement will not be interpreted or construed to
limit the First Release or the Second Release in any manner. The existence of any dispute
respecting the interpretation of this Agreement or the alleged breach of this Agreement will not
nullify or otherwise affect the validity or enforceability of the First Release or the Second
Release.



11. Time to Consider Agreement. Executive understands that he may take 21 calendar days
after the date on which Executive receives this Agreement and the First Release, not counting the
date on which Executive receives them, to decide whether to sign this Agreement and the First
Release. Executive represents that if he signs this Agreement and the First Release before the
expiration of the 21-day period, it is because he has decided that he does not need any additional
time to decide whether to sign this Agreement and the First Release. Executive agrees further that
any changes made to this Agreement or the First Release before Executive signs them, whether
material or immaterial, will not restart the 21-day consideration period. Executive understands
that his acceptance of this Agreement must be hand-delivered or mailed to the Company in the manner
set forth in the First Release. If Executive chooses not to sign this Agreement or the First
Release, Executive’s employment will be terminated upon expiration of the 21-day consideration
period and Executive will not be entitled to the benefits provided for in this Agreement.



12. Right to Rescind. Executive understands that he has the right to rescind this
Agreement and the First Release for any reason within fifteen (15) calendar days after he signs
them, not counting the date on which he signs the Agreement and the First Release. Executive
understands that this Agreement and the First Release will not become effective or enforceable
unless and until Executive has not rescinded them and the applicable rescission period has expired.
Executive understands that if he rescinds this Agreement or the First Release, the rescission must
be in writing and hand-delivered or mailed to the Company in the manner set forth in the First
Release.



13. Advice of Counsel. Executive has been advised, and by this Agreement is again advised,
to consider this Agreement carefully and to review it with legal counsel of the Executive’s choice.
Executive understands the provisions of this Agreement and has been given the opportunity to seek
independent legal advice before signing this Agreement.



14. Miscellaneous.



(a) Amendment. This Agreement may be amended only in writing, signed by both parties and
approved by the Board.



(b) Withholding and Tax Matters. Executive acknowledges and agrees that neither the Company
nor anyone acting on the Company’s behalf has made any representations to Executive concerning the
tax consequences of entering into this Agreement and receiving the Severance Benefits and that
Executive has not relied on any tax advice from the Company or anyone acting on the Company’s
behalf. The Company may withhold from the Severance Benefits such federal, state and local income
and employment taxes as the Company may determine are required or authorized to be withheld
pursuant to any applicable law or regulation. Except for any tax amounts withheld by the Company
from the Severance Benefits and any employment taxes required to be paid by the Company, Executive
shall be responsible for payment of any and all taxes owed in connection with the Severance
Benefits.



(c) Section 409A. The payments provided under this Agreement are intended to be exempt from
the requirements of Code Sections 409A(a)(2), (3) and (4), including current and future guidance
and regulations interpreting such provisions, and it should be interpreted accordingly.



(d) Entire Agreement. This Agreement, the Confidential Information Agreement, the applicable
option and restricted stock unit agreements, and any qualified employee benefit plans sponsored by
the Company in which Executive is a participant are intended to define the full extent of the
legally enforceable undertakings of the parties, and no promises or representations, written or
oral, that are not set forth explicitly in this Agreement, the Confidential Information Agreement,
the applicable option and restricted stock unit agreements, the Indemnification Agreement, or any
qualified employee benefit plans sponsored by the Company in which Executive is a participant are
intended by either party to be legally binding. All other agreements and understandings between
Executive and the Company, including without limitation the Letter Agreement, are hereby cancelled,
terminated, and superseded.



(e) Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding
upon the Company, its successors and assigns, and shall inure to the benefit of and be binding upon
Executive and Executive’s heirs, distributes and personal representatives. The rights and
obligations of the Company under this Agreement may be assigned to a successor without any further
consent from Executive. Executive’s rights and obligations may not be assigned to any other person
or entity.



(f) Governing Law; Jurisdiction and Venue. All matters related to the interpretation,
construction, application, validity and enforcement of this Agreement (including its Exhibits)
shall be governed by the laws of the State of Minnesota without giving effect to any choice or
conflict of law provision or rule, whether of the state of Minnesota or any other jurisdiction,
that would otherwise cause the application of the laws of any jurisdiction other than the State of
Minnesota. Executive and the Company consent to jurisdiction of the courts of the State of
Minnesota and/or the federal district courts in Minnesota, for the purpose of resolving all issues
of law, equity, or fact, arising out of or in connection with this Agreement, the First Release or
the Second Release. Any action involving claims of a breach of this Agreement, the First Release
or the Second Release shall be brought in such courts. Each party consents to personal
jurisdiction over such party in the state and/or federal courts of Minnesota and hereby waives any
defense of lack of personal jurisdiction or inconvenient forum. Venue, for the purpose of all such
suits commenced in state court, shall be in Hennepin County, State of Minnesota.



(g) Knowing and Voluntary Signature. Executive acknowledges that he has carefully read this
Agreement (including its Exhibits) and that he is voluntarily agreeing to the terms of this
Agreement.



(h) Captions and Headings. The captions and section headings used in this Agreement are for
convenience of reference only, and shall not affect the construction or interpretation of this
Agreement or any of the provisions hereof.



(i) Multiple Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute one instrument.



2



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.




DIGI INTERNATIONAL INC.




/s/ Ronald Konezny

By:

Its: President & Chief Executive Officer





EXECUTIVE




/s/ Steven Snyder



3



EXHIBIT A




FIRST RELEASE BY

STEVEN SNYDER




Definitions. I intend all words used in this First Release to have their plain meanings in
ordinary English. Specific terms that I use in this First Release have the following meanings:




	 	A.	 	I, me, and my means Steven Snyder and anyone who has or
obtains any legal rights or claims through Steven Snyder.






	 	B.	 	Digi means Digi International Inc., any entity related to Digi
International Inc. in the present or past (including without limitation, its
predecessors, parents, subsidiaries, members, affiliates, and divisions) and any
successors of Digi International Inc.






	 	C.	 	Company means Digi; the present and past officers, directors, members,
committees, shareholders (together with any officers, partners, managers members,
employees, agents and affiliates of any such shareholder), agents, and employees of
Digi; any company providing insurance to Digi in the present or past; the present and
past employee benefit plans sponsored or maintained by Digi (other than multiemployer
plans) and the present and past fiduciaries of such plans; the attorneys for Digi; and
anyone who acted on behalf of Digi or on instructions from Digi.






	 	D.	 	Agreement means the Transition Agreement between Digi and me that I am
executing on the same date on which I execute this First Release, including all of the
documents attached to the Agreement.






	 	E.	 	My Claims means all of my rights that I now have to any relief of any
kind from the Company, including without limitation:






	 	1.	 	all claims arising out of or relating to my employment with
Digi or the termination of that employment;






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






	 	3.	 	all claims arising out of or relating to any agreements
(whether express or implied) to which I and the Company are parties;






	 	4.	 	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 and 1991,
the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Age
Discrimination in Employment Act, 42 U.S.C. § 1981, the Employee Retirement
Income Security Act, the Equal Pay Act, the Family Medical Leave Act, the Lilly
Ledbetter Fair Pay Act of 2009, the Worker Adjustment and Retraining
Notification Act, the Fair Credit Reporting Act, the Genetic Information
Nondiscrimination Act, the Minnesota Human Rights Act and workers’ compensation
non-interference or non-retaliation statutes;






	 	5.	 	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;






	 	6.	 	all claims for compensation of any kind, including without
limitation, bonuses, commissions, equity awards or equity-based compensation in
any form (including without limitation restricted units, unit options and any
other form of equity-based compensation), vacation pay, perquisites, and
expense reimbursements;






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






	 	8.	 	all claims that a past unlawful decision has or has had a
continuing effect on my compensation; and






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






However, My Claims do not include (i) any claims that the law does not allow
to be waived, (ii) any claims that may arise after the date on which I sign this
First Release, (iii) any claims for unemployment benefits, or (iv) any claims for
breach of the Agreement.



Agreement to Release My Claims. I will receive consideration from Digi as set forth in the
Agreement if I sign and do not rescind this First Release as provided below. I understand and
acknowledge that that consideration is in addition to anything of value that I would be entitled to
receive from Digi if I did not sign this First Release or if I rescinded this First Release. In
exchange for that consideration I give up and release all of My Claims. I will not make any
demands or claims against the Company for compensation or damages relating to My Claims. The
consideration that I am receiving is a fair compromise for the release of My Claims.



Additional Agreements and Understandings. Even though Digi will provide consideration for
me to settle and release My Claims, 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.



Advice to Consult with an Attorney. I understand and acknowledge that I am hereby being
advised by the Company to consult with an attorney prior to signing this First Release. My
decision whether to sign this First Release is my own voluntary decision made with full knowledge
that the Company has advised me to consult with an attorney.



Period to Consider the Release. I understand that I have 21 days from the day that I
receive this First Release, not counting the day upon which I receive it, to consider whether I
wish to sign this First Release. If I sign this First Release before the end of the 21-day period,
it will be my voluntary decision to do so because I have decided that I do not need any additional
time to decide whether to sign this First Release. I also agree that any changes made to this
First Release or to the Agreement before I sign it, whether material or immaterial, will not
restart the 21-day period.



My Right to Rescind this Release. I understand that I may rescind this First Release at
any time within 15 days after I sign it, not counting the day upon which I sign it. This First
Release will not become effective or enforceable unless and until the 15-day rescission period has
expired without my rescinding it.



Procedure for Accepting or Rescinding the Release. To accept the terms of this First
Release, I must deliver this First Release, after I have signed and dated it, to Digi’s legal
counsel by hand or by mail within the 21-day period that I have to consider this First Release. To
rescind my acceptance, I must deliver a written, signed statement that I rescind my acceptance to
Digi by hand or by mail within the 15-day revocation period. All deliveries must be made to Digi’s
legal counsel at the following address:




Amy C. Seidel


Faegre Baker Daniels LLP


2200 Wells Fargo Center


90 South Seventh Street


Minneapolis, MN 55402-3901



If I choose to deliver my acceptance or the rescission of my acceptance by mail, it must be
(1) postmarked within the period stated above; and (2) properly addressed to Digi’s legal counsel
at the address stated above.



Interpretation of the Release. This First Release should be interpreted as broadly as
possible to achieve my intention to resolve all of My Claims against the Company. If this First
Release is held by a court to be inadequate to release a particular claim encompassed within My
Claims, this First Release will remain in full force and effect with respect to all the rest of My
Claims.



My Representations. I am legally able and entitled to receive the consideration being
provided to me in settlement of My Claims. I have not been involved in any personal bankruptcy or
other insolvency proceedings at any time since I began my employment with Digi. No child support
orders, garnishment orders, or other orders requiring that money owed to me by Digi be paid to any
other person are now in effect.



I have read this First Release carefully. I understand all of its terms. In signing this First
Release, I have not relied on any statements or explanations made by the Company except as
specifically set forth in the Agreement. I am voluntarily releasing My Claims against the Company.
I intend this First Release and the Agreement to be legally binding.




	 	 	Dated:






     


Steven Snyder



4



EXHIBIT B




SECOND RELEASE BY

STEVEN SNYDER




Definitions. I intend all words used in this Second Release to have their plain meanings
in ordinary English. Specific terms that I use in this Second Release have the following meanings:




	 	A.	 	I, me, and my means Steven Snyder and anyone who has or
obtains any legal rights or claims through Steven Snyder.






	 	B.	 	Digi means Digi International Inc., any entity related to Digi
International Inc. in the present or past (including without limitation, its
predecessors, parents, subsidiaries, members, affiliates, and divisions) and any
successors of Digi International Inc.






	 	C.	 	Company means Digi; the present and past officers, directors, members,
committees, shareholders (together with any officers, partners, managers members,
employees, agents and affiliates of any such shareholder), agents, and employees of
Digi; any company providing insurance to Digi in the present or past; the present and
past employee benefit plans sponsored or maintained by Digi (other than multiemployer
plans) and the present and past fiduciaries of such plans; the attorneys for Digi; and
anyone who acted on behalf of Digi or on instructions from Digi.






	 	D.	 	Agreement means the Transition Agreement between Digi and me that I
signed on       , including all of the documents attached to the Agreement.






	 	E.	 	My Claims means all of my rights that I now have to any relief of any
kind from the Company, including without limitation:






	 	1.	 	all claims arising out of or relating to my employment with
Digi or the termination of that employment;






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






	 	3.	 	all claims arising out of or relating to any agreements
(whether express or implied) to which I and the Company are parties;






	 	4.	 	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 and 1991,
the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Age
Discrimination in Employment Act, 42 U.S.C. § 1981, the Employee Retirement
Income Security Act, the Equal Pay Act, the Family Medical Leave Act, the Lilly
Ledbetter Fair Pay Act of 2009, the Worker Adjustment and Retraining
Notification Act, the Fair Credit Reporting Act, the Genetic Information
Nondiscrimination Act, the Minnesota Human Rights Act, the Minneapolis Civil
Rights Ordinance, the Minnesota Business Corporations Act, and workers’
compensation non-interference or non-retaliation statutes;






	 	5.	 	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;






	 	6.	 	all claims for compensation of any kind, including without
limitation, bonuses, commissions, equity awards or equity-based compensation in
any form (including without limitation restricted units, unit options and any
other form of equity-based compensation), vacation pay, perquisites, and
expense reimbursements;






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






	 	8.	 	all claims that a past unlawful decision has or has had a
continuing effect on my compensation; and






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






However, My Claims do not include (i) any claims that the law does not allow
to be waived, (ii) any claims that may arise after the date on which I sign this
First Release, (iii) any claims for unemployment benefits, or (iv) any claims for
breach of the Agreement.



Agreement to Release My Claims. I will receive consideration from Digi as set forth in the
Agreement if I sign and do not rescind this Second Release as provided below. I understand and
acknowledge that that consideration is in addition to anything of value that I would be entitled to
receive from Digi if I did not sign this Second Release or if I rescinded this Second Release. In
exchange for that consideration I give up and release all of My Claims. I will not make any
demands or claims against the Company for compensation or damages relating to My Claims. The
consideration that I am receiving is a fair compromise for the release of My Claims.



Additional Agreements and Understandings. Even though Digi will provide consideration for
me to settle and release My Claims, 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.



Confidentiality. I understand that the terms of this Second Release are confidential and
that I may not disclose those terms to any person except under the limited circumstances described
in the Agreement.



Advice to Consult with an Attorney. I understand and acknowledge that I am hereby being
advised by the Company to consult with an attorney prior to signing this Second Release and I have
done so. My decision whether to sign this Second Release is my own voluntary decision made with
full knowledge that the Company has advised me to consult with an attorney.



Period to Consider the Release. I understand that I have 21 days after the day I receive
this Second Release or the last day of my employment with Digi, whichever is later, to consider
whether I wish to sign this Second Release. If I sign this Second Release before the end of the
21-day period immediately following the termination of my employment, it will be my voluntary
decision to do so because I have decided that I do not need any additional time to decide whether
to sign this Second Release. I also agree that any changes made to this Second Release or to the
Agreement before I sign it, whether material or immaterial, will not restart the 21-day period.



My Right to Rescind this Release. I understand that I may rescind this Second Release at
any time within 15 days after I sign it, not counting the day upon which I sign it. This Second
Release will not become effective or enforceable unless and until the 15-day rescission period has
expired without my rescinding it.



Procedure for Accepting or Rescinding the Release. To accept the terms of this Second
Release, I must deliver this Second Release, after I have signed and dated it, to Digi by hand or
by mail within the 21-day period that I have to consider this Second Release. To rescind my
acceptance, I must deliver a written, signed statement that I rescind my acceptance to Digi by hand
or by mail within the 15-day revocation period. All deliveries must be made to Digi’s legal
counsel at the following address:




Amy C. Seidel


Faegre Baker Daniels LLP


2200 Wells Fargo Center


90 South Seventh Street


Minneapolis, MN 55402-3901



If I choose to deliver my acceptance or the rescission of my acceptance by mail, it must be
(1) postmarked within the period stated above; and (2) properly addressed to Digi’s legal counsel
at the address stated above.



Interpretation of the Release. This Second Release should be interpreted as broadly as
possible to achieve my intention to resolve all of My Claims against the Company. If this Second
Release is held by a court to be inadequate to release a particular claim encompassed within My
Claims, this Second Release will remain in full force and effect with respect to all the rest of My
Claims.



My Representations. I am legally able and entitled to receive the consideration being
provided to me in settlement of My Claims. I have not been involved in any personal bankruptcy or
other insolvency proceedings at any time since I began my employment with Digi. No child support
orders, garnishment orders, or other orders requiring that money owed to me by Digi be paid to any
other person are now in effect.



I represent and confirm that I have been fully paid for all wages, overtime, commissions, bonuses,
and other compensation that I have earned through the date of this Second Release.



I have read this Second Release carefully. I understand all of its terms. In signing this Second
Release, I have not relied on any statements or explanations made by the Company except as
specifically set forth in the Agreement. I am voluntarily releasing My Claims against the Company.
I intend this Second Release and the Agreement to be legally binding.




	 	 	Dated:       






Steven Snyder




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