EXHIBIT 10.22(a)**SEPARATION AND RELEASE AGREEMENT**     THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made between Pawan Gupta(“Employee”) and BSQUARE CORPORATION (“Employer”), and is in consideration of their mutualundertakings as set forth in this Agreement.     Employerno longer has a need for Employee’s services effective November 1, 2006 (“TerminationDate”). In order to assist Employee in his transition to new employment and to mitigatefinancial hardship, Employer is offering Employee financial and other assistance to which Employeemay not otherwise be entitled. The purpose of this Agreement is to clearly set forth the terms andconditions of Employee’s departure. Therefore, the parties agree as follows:     **1. ****Nonadmission of Liability****:**This Agreement shall not be construed as an admissionby Employer that it acted wrongfully with respect to Employee. Additionally, this Agreement shallnot be construed as an admission by Employee of any misconduct.     **2. ****Severance Pay and Benefit****:**Employee will continue on Employer’s payroll throughthe March 1, 2007. During this severance period, Employee will be paid his regular salary,including payment for all company holidays, through that date, but exclusive of any bonuses, ifapplicable. Employee will receive his last severance payment on the first regular payrollfollowing March 1, 2007. Employee’s other benefits, including PTO etc. will cease on theTermination Date. Employee will be paid the entire balance of his accrued PTO, on the next payrollfollowing the Termination Date.     **3. ****Benefits Continuation****:**BSQUARE will continue to pay for the Employer’s portion ofEmployee’s medical/dental/vision coverage for the month of December. Effective January 1, 2007,Employee and/or his covered spouse and dependents may elect a temporary extension of medical,dental and vision plan coverage at group rates (called “COBRA continuation coverage”). Employeeand/or his covered spouse must pay all applicable premiums for that COBRA continuation coverage.Employer will provide Employee and his covered spouse with a separate notice summarizing theirCOBRA continuation coverage rights and obligations, as well as an election form.     **4. ****No Other Compensation:** Employee acknowledges that he has been paid all othercompensation or benefits which he might have been owed by Employer, and that Employer is notobligated in any event to pay or provide Employee with any further compensation or benefits of anynature.     **5. ****Unemployment Compensation****:**If Employee files for unemployment compensationbenefits, Employer will not contest Employee’s eligibility for unemployment compensation.     **6. ****Confidentiality**: Employee agrees not to disclose the terms of this Agreement toanyone or to acknowledge its existence to anyone. Employee may disclose the terms of thisAgreement only to his immediate family, his attorney (if any), and his accountant or other similaradvisor, and Employee shall direct each such person to maintain the confidentiality of theAgreement.          6.1 In recognition of the significant value that BSQUARE places on its ConfidentialInformation, BSQUARE had Employee sign a Proprietary Rights Agreement (“PRA”) when Employee beganemployment with BSQUARE dated January 4, 2005, as subsequently amended on August 29, 2005. In thatAgreement, Employee made some important promises which remain in effect ***even after Employee’sdeparture from BSQUARE:*** **•** Employee agreed to preserve the confidentiality of BSQUARE’s “ConfidentialInformation” and to use it only for BSQUARE’s benefit. ConfidentialInformation includes information related to any aspect of BSQUARE’s business(business, technical or otherwise) that is either proprietary (meaning thatBSQUARE developed it and owns it) or that is not known by actual or potentialcompetitors. (*See*Paragraph 1 and sub-parts of the PRA, “ConfidentialityObligations”).  **•** Employee agreed not to disclose BSQUARE’s Confidential Information, withoutpermission, and to protect it even from “inadvertent disclosure.” (*See*Paragraph 1.1 of the PRA, “Safeguard of Confidential Information”).
 

 
 **•** Employee agreed that, during Employee’s employment and for a period of fourmonths from the separation of Employee’s employment, Employee would notdirectly or indirectly attempt to induce customers or employees of BSQUARE tocease their relationship with BSQUARE. (*See*Paragraph 5.1 of the PRA,“Nonsolicitation”).  **•** Employee agreed that, during Employee’s employment and for a period of fourmonths from the separation of Employee’s employment, Employee would notdirectly or indirectly, be employed by, own, manage, operate, join, benefitfrom or be connected to a business activity that is competitive with BSQUARE’sbusiness or that could reasonably be anticipated to be so by Employee. (*See*Paragraph 5.2 of the PRA, “Noncompetition”).          6.2 If it comes to BSQUARE’s attention that Employee has disclosed Confidential Information,violated Employee’s non-solicitation or non-competition obligations, etc., there are legal claimsthat BSQUARE could assert against Employee. The scope of relief could include a temporaryrestraining order/permanent injunction preventing Employee from disclosing information, moneydamages, and reimbursement for our attorneys’ fees and costs. Those claims include: **•** Breach of the Proprietary Rights Agreement.  **•** Tortious interference with a business expectancy.  **•** Violation of the Uniform Trade Secrets Act.     BSQUARE fully reserves its rights under the contractual arrangements between Employee andBSQUARE as well as any and all common law protections that may be available to BSQUARE.     **7. ****Release of Claims****:**In exchange for the consideration and other benefits containedin this Agreement, which Employee is not otherwise entitled to receive, Employee and his successorsand assigns forever release and discharge Employer, any of Employer’s parent, subsidiary or relatedcompanies, any Employer-sponsored employee benefit plans in which Employee participates, and all oftheir respective officers, directors, trustees, shareholders, agents, employees, employees’spouses, and all of their successors and assigns (collectively “Releasees”) from any and allclaims, actions, causes of action, rights, or damages related in any way to Employee’s employmentby Employer, including costs and attorneys’ fees (collectively “Claims”) whether known, unknown, orlater discovered, arising from any acts or omissions that occurred prior to the date Employee signsthis Agreement.     This release includes but is not limited to: (i) any Claims under any local, state, orfederal laws regulating employment, including without limitation, the Age Discrimination inEmployment Act, the Civil Rights Acts, the Americans with Disabilities Act, and the Washington LawAgainst Discrimination (RCW 49.60 et seq.); (ii) Claims under the Employee Retirement IncomeSecurity Act; (iii) Claims under any local, state, or federal wage and hour laws; (iv) Claimsalleging any legal restriction on Employer’s right to terminate its employees; (v) Claims underexpress or implied contracts; or (vi) Claims alleging personal injury, including without limitationdefamation, tortious interference with business expectancy, black listing, or infliction ofemotional distress.     **8. ****No Claims****:**Employee represents that he has not filed any Claim with any court oragency against Employer or Releasees concerning Claims released in this Agreement; provided,however, that this will not limit Employee from filing an action to enforce the terms of thisAgreement. Employee further represents that he has not transferred or assigned, or purported toassign, to any person or entity any claim, or any portion thereof or interest therein, related inany way to Employer, its officers, employees, or agents Employee waives any right he may have torecover any damages or any other relief in any claim or suit brought by the Equal EmploymentOpportunity Commission or anyone else.     **9. ****No Representations****:**Employee warrants that, except as expressly set forth herein,no representations of any kind or character have been made to him by Employer or by any of theiragents, representatives, or attorneys to induce the execution of this Agreement.     **10. ****Voluntary Agreement****:**Employee understands and acknowledges the significance andconsequences of this Agreement, that it is voluntary, that it has not been given as a result of anycoercion or duress, and expressly confirms that it is to be given full force and effect accordingto all of its terms, including
 

 
those relating to unknown Claims. Employee acknowledges thatEmployer advised him to consult with legal counsel regarding any and all aspects of thisAgreement, and that he has availed himself of that opportunity to the extent desired. Employeeacknowledges that he has carefully read and fully understands all of the provisions of thisAgreement and has signed this Agreement only after full reflection and analysis.     **11. ****Stock Options:** Employee’s stock options shall continue to vest until such time asthe last amounts are paid to Employee under this Agreement which the parties anticipate will be onthe next payroll following the Termination Date. Employee will have ninety dates from the date thelast amounts are paid in which to exercise any vested options. Any non-vested options willterminate as of the date the last amounts are paid.     **12. ****Return of Property:** Employee acknowledges that he has returned to Employer allcompany-owned property, including his laptop, in his possession or will do so prior to the deliveryof a signed copy of this Agreement, specifically including all keys and keycard badges, allcompany-owned equipment (with the exception of Employee’s cell phone which Employee may retain),and all company documents, and computer-stored or transmitted information, specifically includingall trade secrets, and/or confidential company information. Employer will terminate Employee’scompany-paid cell phone service effective on the Termination Date.     **13. ****Consideration Period:** Employee acknowledges that he has been given 21 calendardays in which to consider this Agreement and was given the option to sign the Agreement in fewerthan 21 calendar days if he desired.     **14. ****Miscellaneous****:**If any of the provisions of this Agreement are held to be invalidor unenforceable, the remaining provisions will nevertheless continue to be valid and enforceable.          **14.1**This Agreement sets forth the entire understanding between the parties in connection withits subject matter and supersedes all prior written or oral agreements or understandings concerningthe subject matter of this Agreement. This Agreement shall not supercede or limit the PRA (asamended), previously executed by Employee, the terms of which shall remain in full force andeffect. Employee acknowledges that in signing this Agreement, he has not relied upon anyrepresentation or statement not set forth in this Agreement made by Employer or any of itsrepresentatives.          **14.2**This Agreement is made and shall be construed and performed under the laws of the Stateof Washington. Language of this Agreement shall in all cases be construed as a whole, according toits fair meaning, and not strictly for or against either party.***PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.***           **BSQUARE Corporation**   **Employee**                               **Brian T. Crowley**   **Pawan Gupta**  **Its CEO**                   **Dated:**     **Dated:**