exhibit10_4.htm


    EXHIBIT
      10.4

     

     

    SEVERANCE
      AGREEMENT AND RELEASE OF CLAIMS

     

    Colleen
      M. Davenport

     

    I.           
      Definitions.  I
      intend all words used in this Severance 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 (Colleen Davenport) 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.

            	
              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;
                

            


    

     

    
      	
               

            	
              2.

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

            


    

     

    
      	
               

            	
              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,
                the Age
                Discrimination in Employment Act, as amended by the Older Workers
                Benefit
                Protection Act of 1990, the Americans with Disabilities Act, 42 U.S.C.
§
                1981, 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), the Worker Adjustment and Retraining
                Notification Act, the Equal Pay Act, the Minnesota Human Rights Act,
                and
                any applicable local human rights ordinance;


            


    

     

    
      	
               

            	
              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;


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              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;
                

            


    

     

    
      	
               

            	
              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.           
      My employment with Analysts International will terminate as of the close of
      business on January 31, 2008. Provided I perform all of my obligations under
      this Agreement and do not revoke this Agreement within the fifteen-day
      revocation period below, I will receive “Special Consideration” from Analysts
      International in the form of:

     

    
      	
              i.  

            	
              a
                single lump sum severance payment equal to one year’s salary (at my
                current rate of pay and subject to normal
                withholdings);

            


    

     

    
      	
              ii.  

            	
              a
                bonus of $25,000, equivalent to the fourth quarter management incentive
                bonus opportunity, which the Company will pay whether or not I actually
                qualify for such bonus;

            


    

     

    
      	
              iii.  

            	
              a
                $20,000 stay bonus if, in the reasonable judgment of the Company’s CEO, I
                satisfactorily perform the transition of my duties through January
                31,
                2008;

            


    

     

    
      	
              iv.  

            	
              an
                additional payment in the amount of $27,000.00, provided I arrange
                the
                safe return to the Company, on or before January 31, 2008 and at
                the
                Company’s expense, of the leased vehicle the Company has provided for me,
                in good and resalable condition, excepting only normal wear and
                tear;

            


    

     

    
      	
              v.  

            	
              payment
                of 100% of the monthly premiums for health, dental and life insurance
                coverage through January 31, 2009 or until I become eligible for
                comparable health, dental, and life insurance through another employer,
                whichever occurs sooner; and

            


    

     

    
      	
              vi.  

            	
              twelve
                months of outplacement services (which may begin any time after execution
                and delivery of this agreement and expiration of the revocation period
                set
                forth herein).

            


    

     

    B.           
      My Special Consideration is contingent upon me signing and not revoking this
      Agreement as provided below. I understand and acknowledge that the Special
      Consideration 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.

     

    C.           
      In exchange for the Special Consideration, 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 Special Consideration that I am receiving is a fair
      compromise for my undertakings in this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    D.           
      Notwithstanding the foregoing, I understand that nothing contained in this
      Agreement purports to limit any right I may have to file a charge with 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.

     

    III.           
      No
      Admission of Liability.  Even though
      Analysts International will provide Special Consideration 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 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.  I understand
      and
      acknowledge that I am hereby being advised by the Company to consult with an
      attorney prior to signing this Agreement. 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 45 days from
      the day that I receive this Agreement (not counting the day upon which I receive
      it), or through

     

    February
      18, 2008, or whichever is later, to consider whether I wish to sign this
      Agreement.  I understand Analysts International will accept this
      Agreement and pay to me the Special Consideration described above if I sign
      and
      return this Agreement and if I do not revoke this Agreement as provided
      below.  I understand that if I sign this Agreement on or before
      February 18, 2008, 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 of time I have to consider whether or not to sign this
      Agreement.

     

    If
      I
      elect not to execute and return this Agreement on or before February 18, 2008,
      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 may revoke this Agreement at any time within fifteen days after I sign it,
      not
      counting the day upon which I sign it.  This Agreement will not become
      effective or enforceable unless and until the fifteen-day revocation period
      has
      expired without my revoking it.  I understand that if I rescind or
      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 or rescind this
      Agreement within said fifteen-day period, I understand that the Company will
      pay
      the Special Consideration to me on my termination date or when that fifteen-day
      period expires, whichever is later.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    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 February 18, 2008.  To revoke my acceptance, I must
      deliver a written, signed statement that I revoke my acceptance to Analysts
      International by hand or by certified mail within the fifteen-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

    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 the Company, about its officers, directors,
      management, employees, products or services.

     

    X.           
      Non-solicitation.  I
      will not
      solicit, either directly or indirectly, or accept, for my own account or for
      anyone else, business for services or products similar in use or application
      to
      Analysts International’s services or products of any Analysts International
      customer or prospective customer: (i) which at any time during the last 12
      months of my employment with Analysts International was a customer of the
      office, business group or unit, practice or reporting unit to which I was
      assigned; or (ii) to whom, during the last 12 months of my employment the
      Analysts International office, business group or unit, practice or reporting
      unit which I was assigned, submitted a proposal or proposals for Analysts
      International’s services or products; or (iii) with whom, during the last 12
      months of my employment, I otherwise dealt or about whom I received business
      information.  I will also refrain from participating in or giving
      information or other assistance to anyone else in soliciting such business
      from
      these Analysts International customers and prospective customers.  I
      agree that I will refrain from this form of unfair competition for a period
      of
      12 months after my employment with Analysts International.

     

    XI.           
      Non-interference,
      Cooperation.  Recognizing
      that
      Analysts International incurs significant expense in recruiting its personnel
      and has the right to expect their continued service, I will not interfere with
      Analysts International’s relationships with its employees and
      subcontractors.  Specifically, I will not participate or give
      assistance in any effort of any other business, including any business that
      I
      may own or operate to hire or engage the services of an Analysts International
      employee or subcontractor; nor will I encourage any Analysts International
      employee or subcontractor to leave the employment or service of Analysts
      International.  I agree that I will not engage in this form of unfair
      competition for a period of 12 months after my employment with Analysts
      International.  In addition, for not less than one (1) year following
      termination of my employment, I will cooperate with the Company in any matters
      involving the transition of my responsibilities or other matters involving
      the
      business of the Company.

     

    XII.           
      Confidentiality.  I
      agree that
      following the termination of my employment, I will keep confidential, and will
      not use for my benefit 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 in 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 any such confidential information or use it for the advantage
      of
      myself or anyone other than Analysts International.  Notwithstanding
      the foregoing, the Company agrees that I may keep work product for re-use of
      forms, etc. in future work without company identifying information, subject
      to
      the attorney-client privilege and my professional obligations as an
      attorney.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    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 it to Analysts
      International.  I represent that I have delivered and returned to the
      Company (a) all materials of any kind in my possession (or under my control)
      incorporating Confidential Information (as such term is defined in any
      applicable agreement between me and the Company) or otherwise relating to the
      Company’s business (including but not limited to all such materials and/or
      information stored on any computer or other storage device owned or used by
      me),
      and (b) all Company property in my possession (or under my control), including
      (but not limited to) computers, computer software applications, cellular
      telephones, pagers, credit cards, keys, records, files, manuals, books, forms,
      documents, letters, memoranda, data, tables, photographs, video tapes, audio
      tapes, computer disks and other computer storage media, all materials that
      include trade secrets, and all copies, summaries or notes of any of the
      foregoing.

     

    Notwithstanding
      the foregoing, the Company agrees that I may keep the laptop computer I
      currently use for Company business.  I will promptly and permanently
      remove all Company information on such computer.  I acknowledge and
      agree that from and after the effective date of termination of my employment
      with the Company, I will be solely responsible for any and all maintenance
      and
      support with respect to such computer, which is being furnished to me “AS IS”
and without warranty of any kind (other than the warranty of clear
      title).

     

    XIV.           No
      Other
      Promises or Representations.  I agree that
      no
      promise or representation, other than the promises and representations expressly
      contained in this Agreement and the Notice Letter from the Company dated January
      4, 2008 (the “Notice Letter”), has been made to me by the Company with regard to
      my separation from employment with the Company.  Notwithstanding the
      foregoing, the Company hereby acknowledges its continuing deferred compensation
      obligations to me as set forth in the Notice Letter and under the Company’s
      Restated Special Executive Retirement Plan as adopted December 27, 2006 and
      amended September 1, 2007.

     

    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 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 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 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

     


    
      
        
          
             

          

        

        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    purposes
      or as otherwise may be required by law (for example, by subpoena or other
      compulsory legal process).

     

    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 Severance Agreement and Release of Claims and the employee benefit plans
      of
      the Company in which I am a participant (including the Company’s Restated
      Special Executive Retirement Plan as adopted December 27, 2006 and amended
      September 1, 2007) contain all of the agreements between the Company and
      me.  These agreements supersede all other written and oral agreements
      we may have.  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, rescission, 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(C), IX, X, XI,
      XII
& 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 Analysts International, 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.

    


     

    
      	
              Colleen
                M. Davenport

              
              

            	
              Analysts
                International Corporation

              
              

            
	
              _______________________________

              
              

            	
              By:
                ___________________________

              
              

            
	
              Title:
                __________________________

              
              

            
	
              Date
                signed: ____________________

              
              

            	
              Date
                signed: ____________________

              
              

            


    

    


     

    


    



    
      
        
          
             

          

        

        
        

      

      
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