Separation Agreement and Release



 Exhibit 10.1 
  
 

 
  
 SEPARATION AGREEMENT AND RELEASE

  
 The parties to this Separation Agreement and Release
(Agreement), dated April 20, 2005, are Planar Systems, Inc. (Employer or Planar), and Scott Hildebrandt (Employee). 
  
 RECITALS 
  
 A. Employee’s employment will terminate, effective May 10, 2005. 
  
 B. Employee elects to receive severance pay and related benefits under this Agreement under the terms and conditions set forth below. 
  
 Therefore, in consideration of the mutual promises set forth below, the parties agree as follows: 
  
 1. Employment Termination. Employee’s employment with Employer is
hereby terminated, effective May 10, 2005 (Separation Date). 
  
 2. Payment. Employee will receive all accrued wages owing through the last date of employment on the Separation Date. As consideration for this Agreement, Employee shall receive an additional 6 months base salary ($125,000.00),
payable upon the later of expiration of the revocation period set forth in paragraph 7, or the Separation Date. PTO accrued and unused at time of separation will be paid to the maximum of 200 hours, per Company policy. Employer will withhold taxes
on this amount in accordance with all applicable local, state and federal laws. 
  
 3. Health Insurance. Employee’s coverage under Employer’s health insurance plan ends on May 31, 2005. If eligible, Employee may continue full health insurance benefits for himself as provided under
federal COBRA regulations. Employee is responsible for all payments under COBRA for continuation of health insurance benefits. The Termination Benefits memo attached provides more detail. 
  
 4. Outplacement. Employer shall sponsor executive outplacement support through Right Management Consultants, of
Portland. Arrangements for this program are to be made through Linda Johnston. Alternatively, Employee shall receive a lump sum payment of $6,000.00 for the purposes of making his own arrangements for such services. 
  
 5. Employee Pension and Retirement Plans. Employee shall be entitled
to Employee’s rights under Employer’s benefit plans as such plans, by their provisions, apply upon Employee’s termination. 
  
 6. General Release. In consideration of the benefits provided in this Agreement, Employee releases Employer, its directors, officers, agents,
employees, attorneys, insurers, related corporations, successors and assigns, from any and all liability, damages or causes of action, whether known or unknown, whether in tort, contract, or under state or federal statute. Employee understands and
acknowledges that this release includes, but is not limited to any 

  

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claim for reinstatement, reemployment, attorney fees or additional compensation in any form, and any claim, including but not limited to those arising under
the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Post Civil War Civil Rights Act (42 U.S.C. 1981-88), the Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers Benefit
Protection Act, the Americans with Disabilities Act, the Vietnam Era Veterans Readjustment Assistance Act, the Fair Labor Standards Act, the Family Medical Leave Act of 1993, the Uniformed Services Employment and Re-employment Rights Act, the
Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Employee Retirement Income Security Act of 1974 (ERISA), Executive Order 11246, as amended, and the civil rights, employment, and labor laws of any state and any regulation under
such authorities relating to Employee’s employment or association with Employer or the termination of that employment and association. In consideration of the covenants provided in this Agreement, Employer releases Employee from any and all
liability, damages, or causes of action, whether known or unknown, whether in tort, contract, or under state or federal statute. 
  
 7. Release of Rights under Older Workers’ Benefit Protection Act. In accordance with the Age Discrimination in Employment Act and Older
Workers’ Benefit Protection Act (collectively, the “Act”), Employee acknowledges that (1) he has been advised in writing to consult with an attorney prior to executing this Agreement; (2) he is aware of certain rights to which he may
be entitled under the Act; (3) as consideration for executing this Agreement, Employee has received additional benefits and compensation of value to which he would otherwise not be entitled, and (4) by signing this Agreement, he will not waive
rights or claims under the Act which may arise after the execution of this Agreement. Employee acknowledges that he has been given a period of at least 21 days from April 20, 2005 to consider this offer. Employee acknowledges in the event he
has not executed this Agreement by May 11th, 2005 the offer shall expire. Employee further acknowledges that he has a period of seven days from the date of execution in which to revoke this Agreement by written notice to Linda Johnston,
Director of Human Resources. In the event Employee does not exercise his right to revoke this Agreement, the Agreement shall become effective on the date immediately following the seven-day waiting period described above. 
  
 8. Return of Planar Property. Employee agrees that on May 10, 2005
Employee shall return to Employer all property belonging to Employer, including, but not limited to keys, credit cards, telephone calling card, files, records and computer access codes. Employee may retain his computer hardware after it has been
returned to IT for deletion of all Planar software and data.  
  
 9. Confidentiality. Employee acknowledges that at the outset of his employment at Employer, he entered into a Confidentiality and Proprietary Rights Agreement. Employee recognizes and reaffirms his remaining obligations under the
Confidentiality and Proprietary Rights Agreement, notwithstanding the termination of his employment. 
  
 10. Non-solicitation. Employee agrees that for a period of 12 months from the Separation Date, Employee shall not (i) directly or indirectly
solicit business from any person or entity which then is or was a Planar customer, client or prospect during the twelve (12) months prior to the Separation Date, or otherwise induce any such person or entity, as the case may be, to leave the
employment of the Planar or cease or reduce their business relationship with the Planar; (ii) directly or indirectly hire or use the services of any then current employee of Planar; or (iii) aid others in doing anything described in either (i) or
(ii) of this paragraph, whether as an employee, officer, director, shareholder, partner, consultant or otherwise. For purposes of this 

  

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paragraph, the term “solicit” includes (i) responding to requests for proposals and invitations for bids, (ii) initiating contacts with customers,
clients, or prospects of Planar for the purpose of advising them that Employee is no longer employed by Planar and is available for work that is competitive with the services offered by Planar, and (iii) participating in joint ventures or acting as
a consultant or subcontractor or employee of others who directly solicit business prohibited by this Agreement. The terms “Planar client” and “Planar customer” include any parent corporation, subsidiary corporation, affiliate
corporation or partner or joint venture of a client or customer. “Planar prospect” means any person or entity to whom Planar has submitted a bid or proposal within the then immediately preceding six (6) months. 
  
 11. Non-competition. Employee agrees that for a period of 12 months
from the Separation Date, Employee shall not directly or indirectly compete (defined below) with Planar anywhere Planar is doing or planning to do business or could reasonably have been known by the Employee to be planning to do business.
“Compete” means directly or indirectly: (i) have any financial interest in, (ii) join, operate, control or participate in, or be connected as an officer, employee, agent, independent contractor, partner, principal or shareholder with
(except as holder of not more than five percent (5%) of the outstanding stock of any class of a corporation, the stock of which is actively publicly traded) or (iii) provide services in any capacity to those participating in the ownership,
management, operation or control of, and/or (iv) act as a consultant or subcontractor to, a Competitive Business (defined below). “Competitive Business” means any corporation, proprietorship, association or other entity or person engaged
in the sale, production and/or development of products or the rendering of services of a kind similar to or competitive with that sold, produced, developed or rendered by Planar as of the Separation Date. 
  
 12. Disclosure of this Agreement. Employee shall keep both the fact
and terms of this Agreement secret and confidential, except that Employee may disclose this Agreement as required by law and (1) to his immediate family, (2) to his lawyers, tax accountants and other advisors in order to seek advice about its
provisions, properly account for and report its effects, (3) to obtain enforcement of any of its provisions, provided anyone to whom Employee is authorized to disclose this Agreement agrees to be bound by the terms of this paragraph. 
  
 13. Disparagement. Employee will not make any malicious, disparaging
or false remarks about Employer, its officers, directors or employees. Employee further agrees to refrain from making any negative statements regarding Employer to any third parties or any statements which could be construed as having or causing a
diminishing effect on Employer’s reputation, goodwill or business. 
  
 14. Consent to Injunction. Employee agrees that his violation of paragraphs 10 and 11 shall constitute a breach of this Agreement that will cause irreparable injury to Employer, and that monetary damages alone would not adequately
compensate Employer for the harm suffered. Employee agrees that Employer shall be entitled to injunctive relief to enjoin any breach or threatened breach of paragraphs 10 and 11 in addition to any other available remedies. 
  
 15. No Admission of Liability. Employee agrees that nothing in this
Separation Agreement and Release, its contents, and any payments made under it, will be construed as an admission of liability on the part of Employer. 
  

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 16. Dispute Resolution. The parties agree that any dispute (1) concerning the interpretation,
construction or breach of this Agreement, (2) arising from Employee’s employment or service with Employer, (3) relating to any compensation or benefits Employee may claim, or (4) relating in any way to any claim by Employee for reinstatement or
reemployment by Employer after execution of this Agreement shall be submitted to a mediator agreed upon by the parties for nonbinding confidential mediation under the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (AAA). Each party shall bear their own costs of mediation. If the matter cannot be resolved with the aid or the mediator, it shall be submitted to AAA for final and binding confidential arbitration before a single arbitrator
in Portland, Oregon, applying Oregon law, without regard to conflict of law principles. The prevailing party shall be entitled to recover its reasonable costs, attorney fees and out-of pocket expenses relating to arbitration and any appeal. Both
parties agree that the procedures outlined in this paragraph are the exclusive methods of dispute resolution; provided, however, that Employer shall be entitled to seek injunctive relief in any court of competent jurisdiction to prevent a breach or
threatened breach of paragraphs 9, 10 and 11, notwithstanding anything in this paragraph to the contrary. 
  
 17. Successors and Assigns. This Agreement shall be binding upon Employee’s heirs, executors, administrators and other legal representatives
and may be assigned and enforced by Employer, its successors and assigns; provided however, that in the event this Agreement is signed by Employer, that Employee’s obligations hereunder shall relate solely to Planar Systems, Inc.’s
business as of Separation Date. 
  
 18. Severability. The
provisions of this Agreement are severable. If any provision of this Agreement or its application is held invalid, the invalidity shall not affect other obligations, provisions, or applications of this Agreement which can be given effect without the
invalid obligations, provisions, or applications. If any provision of this Agreement or its application is held invalid, it shall be modified as necessary to render it valid and enforceable. If any provision of this Agreement or its application is
held invalid and cannot be modified to render it valid and enforceable, the invalidity shall not affect other obligations, provisions, or applications of this Agreement which can be given effect without the invalid provisions or applications.

  
 19. Waiver. The failure of either party to demand
strict performance of any provision of this Agreement shall not constitute a waiver of any provision, term, covenant, or condition of this Agreement or of the right to demand strict performance in the future. 
  
 20. Section Headings. The section headings contained herein are for
reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. 
  
 21. Entire Agreement. Except as otherwise provided in this section, this Agreement constitutes the entire agreement between the parties and
supersedes all prior or contemporaneous oral or written understandings, statements, representations or promises with respect to its subject matter. Employee remains bound by the terms of any and all prior Agreements with Employer pertaining to
confidential information, non-competition, non-solicitation, and assignment of inventions. This Agreement was the subject of negotiation between the parties and, therefore, the parties agree that the rule of construction requiring that the agreement
be construed against the drafter shall not apply to the interpretation of this Agreement. 
  
 This Agreement is not effective until it is signed by all parties. 
  

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	EMPLOYEE	 	 	 	PLANAR SYSTEMS, INC.
					
	 	 	 /s/ Scott Hildebrandt
	 	 	 	 By:
	 	 /s/ Balaji Krishnamurthy

	 	 	 Scott Hildebrandt
	 	 	 	 Balaji Krishnamurthy, Chairman, President & CEO

					
	 Date:
	 	 May 10, 2005
	 	 	 	 Date:
	 	 May 10, 2005


  

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