Exhibit 10.13


    
      Exhibit
        10.13

      SETTLEMENT
        AGREEMENT AND RELEASE

      


      This
        Settlement Agreement and Release (this “Agreement") is made and entered into as
        of the 27th
        day of
        February 2004, between Gregory L. Rand (“Employee”) and ClearOne Communications
        Corporation (“ClearOne”), who shall be referred to as the “Parties”, or
        individually as a “Party”.

       

      DEFINITIONS

      


      1. The
        term
“Employee” shall mean Employee and his or her heirs, assigns, and legal
        representatives.

      


      2. The
        phrase "ClearOne Released Parties" shall mean ClearOne and any and all business
        units, committees, groups, and their present, former or future parents,
        affiliates, subsidiaries, employees, agents, directors, owners, officers,
        attorneys, successors, predecessors, and assigns.

      


      3. The
        "Released Claims" shall mean any type or manner of suits, claims, demands,
        allegations, charges, damages, or causes of action whatsoever in law or in
        equity under federal, state, municipal or local statute, law, ordinance,
        regulation, constitution, or common law, whether known or unknown, which
        Employee has ever had or now has against the ClearOne Released Parties. This
        includes but is not limited to any action for costs, interest or attorney's
        fees, which arise in whole or in part from Employee's employment relationship
        with ClearOne, from the ending of that relationship, and from any other conduct
        by or dealings of any kind between Employee and the ClearOne Released Parties,
        which occurred prior to the execution of this Agreement. This also includes
        but
        is not limited to any and all claims, rights, demands, allegations and causes
        of
        action for alleged wrongful discharge, breach of alleged employment contract,
        breach of the covenant of good faith and fair dealing, termination in violation
        of public policy, intentional or negligent infliction of emotional distress,
        fraud, misrepresentation, defamation, interference with prospective economic
        advantage, failure to pay wages due or other monies owed, failure to pay
        pension
        benefits, conversion, breach of duty, interference with existing economic
        relations, punitive damages, retaliation, discrimination on the basis of
        age in
        violation of the Age Discrimination and Employment Act of 1967, as amended
        ("ADEA"), harassment or discrimination on the basis of sex, race, color,
        citizenship, religion, age, national origin, or disability, or other protected
        classification under the federal, state, municipal or local laws of employment,
        including those arising under the common law, and any alleged violation of
        the
        Employee Retirement Income Security Act of 1974 ("ERISA"), the Fair Labor
        Standards Act ("FLSA"), the Occupational Safety and Health Act ("OSHA"),
        and any
        other law. 

      


        RECITALS

      


      A. WHEREAS,
        the Parties desire to settle and compromise the Released Claims and to enter
        into this Agreement.


      
        
          
            


             

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      COVENANTS

      


      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which are hereby acknowledged, and in consideration of the mutual covenants
        set
        forth in this Agreement, the Parties agree as follows:

      


      1. Employee’s
        employment with ClearOne shall end effective February 27, 2004. Employee
        is not
        entitled to receive any further compensation or benefits from ClearOne after
        this date.

      


      2. Notwithstanding
        the provisions of section 1, above, after his or her execution of this Agreement
        and in accordance with the terms of this Agreement, beginning after the
        effective date of termination of Employee’s employment, ClearOne will make total
        payment to Employee in the amount of $75,000.00 paid in increments according
        to
        the normal payroll schedule. Regular payroll and tax withholdings and deductions
        shall be applied and shall reduce this gross amount accordingly. In addition,
        25,000 ClearOne stock options shall vest on February 27, 2004. Employee
        acknowledges that this sum constitutes consideration for Employee’s execution
        and adherence to the provisions of this Agreement. Employee understands and
        agrees that he or she would not receive the amounts specified herein except
        for
        his or her execution of this Agreement and the fulfillment of the promises
        contained herein. The ClearOne Released Parties make no representations
        whatsoever to Employee concerning the taxable status of the payment of the
        settlement amount. Employee assumes full and sole responsibility for any
        tax
        consequences related to the settlement amount. Employee understands and agrees
        to indemnify and hold harmless the ClearOne Released Parties from any taxes,
        assessments, withholding obligations, penalties or interest payments that
        they
        may incur at any time by reason of demand, suit or proceeding brought against
        them for any taxes or assessments or withholdings arising out of the payment
        of
        the settlement amount. Employee acknowledges he or she has been fully
        compensated by the terms of this Agreement for releasing the Released
        Claims.

      


      3. Employee
        shall not pursue, or authorize anyone on his or her behalf to pursue, the
        Released Claims in any way in any court. Employee represents that he or she
        has
        not filed and there is not pending with any governmental agency or any state
        or
        federal court, any other claims, complaints, charges, or lawsuits of any
        kind
        against the ClearOne Released Parties. Employee agrees that he or she will
        not
        make any filings with any court at any time hereafter for any matter, claim
        or
        incident, known or unknown, which occurred or arose out of occurrences on
        or
        prior to the date of this Agreement; provided, however, this shall not limit
        the
        Parties from filing a lawsuit for the sole purpose of enforcing their rights
        under this Agreement. Each of the Parties shall bear their own costs and
        attorneys' fees in this dispute.


      
        
          
            


             

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      4.
        Employee hereby waives, releases, remises and discharges each and every one
        of
        the ClearOne Released Parties from liability with respect to the Released
        Claims. Employee acknowledges that he or she understands he or she is prohibited
        from any further relief on the Released Claims. Employee hereby promises
        and
        covenants never to institute any suit or action at law or in equity against
        the
        ClearOne Released Parties regarding or relating to the Released Claims.
        Specifically and without limitation, Employee understands and agrees that
        he or
        she is waiving and forever discharging the ClearOne Released Parties from
        any
        and all claims, causes of action or complaints he or she may have or have
        ever
        had, which have or may have arisen prior to the execution of this
        Agreement.

      


      5. Employee
        represents and warrants that he or she is the sole owner of the Released
        Claims,
        that the Released Claims have not been assigned, transferred, or disposed
        of in
        fact, by operation of law or in any manner whatsoever, and that he or she
        has
        the full right and power to grant, execute and deliver the full and complete
        releases, undertakings, and agreements herein contained.

      


      6. Employee
        agrees that the existence and terms of this Agreement shall be and remain
        confidential. Employee acknowledges that this confidentiality provision is
        an
        essential element of the consideration he provides to ClearOne for entering
        into
        this Agreement. Therefore, Employee agrees not to discuss or describe any
        information concerning ClearOne, the circumstances of the ending of Employee's
        employment with ClearOne or the existence of the terms of this Agreement
        to
        anyone, except as required by law or permitted herein. 

      


      7. Employee
        reaffirms and agrees to observe and abide by the terms of the Confidentiality
        and Invention Assignment Agreement (“Confidentiality Agreement”) he or she
        signed with ClearOne. Employee certifies and represents that he or she has
        fully
        complied with all terms of the Confidentiality Agreement to date and has
        returned to ClearOne all records or documents or other property of ClearOne
        within his or her possession. Employee understands that his or her receipt
        of
        the consideration provided under this Agreement is expressly conditioned
        on
        Employee’s compliance with the obligations in this paragraph.

      


      8. Employee
        agrees not to disparage, orally or in writing, ClearOne,
        its
        officers, employees, management, operations, products, designs, or any other
        aspects of ClearOne’s
        affairs to any third person or entity. 

      


      9. Employee
        agrees that for one year following Employee’s separation from employment with
ClearOne,
        Employee shall not, directly or indirectly, in any capacity (including but
        not
        limited to, as an individual, a sole proprietor, a member of a partnership,
        a
        stockholder, investor, officer, or director of a corporation, an employee,
        agent, associate, or consultant of any person, firm or corporation or other
        entity) hire any person from, attempt to hire any person from, or solicit,
        induce, persuade, or otherwise cause any person to leave his or her employment
        with ClearOne.
        


      
        
          
            


             

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      10. 
        Employee
        agrees that for one year following Employee’s separation from employment with
ClearOne,
        Employee shall not, directly or indirectly, in any capacity, solicit the
        business of any customer of ClearOne
        except
        on behalf of ClearOne,
        or
        attempt to induce any customer of ClearOne
        to cease
        or reduce its business with ClearOne;
        provided that following Employee’s separation from employment with Company he or
        she may solicit a customer of ClearOne
        to
        purchase goods or services that do not compete directly or indirectly with
        those
        then offered by ClearOne.
        

      


      11. Any
        breach of Employee’s obligations under this Agreement shall, in addition to all
        other remedies available to ClearOne,
        result
        in the immediate release of ClearOne
        from any
        obligations it has to provide further payments under this Agreement. In
        addition, ClearOne
        may
        pursue such additional legal or equitable remedies as may be available to
        it.

      


      12. This
        Agreement does not constitute and shall not be construed as an admission
        by
ClearOne
        of any
        breach of any alleged agreements or duties, or of any wrongdoing toward Employee
        or any other person, including any alleged breach of contract or violation
        of
        any federal, state, or local law, regulation, or ordinance. ClearOne
        specifically disclaims any liability to Employee for wrongdoing of any kind.
        

      


      13. The
        Parties agree that this Agreement may be used in evidence in a subsequent
        proceeding in which any of the Parties alleges a breach of this
        Agreement.

      


      14. The
        parties shall attempt in good faith to resolve any dispute arising out of
        or
        relating to this Agreement by negotiation. The parties recognize that
        irreparable injury to ClearOne
        will
        result from a material breach of this Agreement, and that monetary damages
        will
        be inadequate to rectify such injury. Accordingly, notwithstanding anything
        to
        the contrary, ClearOne
        shall be
        entitled to one or more preliminary or permanent orders: (i) restraining
        or
        enjoining any act which would constitute a material breach of this Agreement,
        and (ii) compelling the performance of any obligation which, if not performed,
        would constitute a material breach of this Agreement, and to attorney’s fees in
        connection with any such action

      


      15. Employee
        affirms he or she is not relying on any representations or statements made
        by
        the ClearOne
        Released
        Parties which are not specifically included in this Agreement.
        Employee
        acknowledges he or she has been informed in writing by this Agreement that
        he or
        she has the right to consult with legal counsel regarding this release and
        confirms Employee has consulted with counsel to the extent desired concerning
        the meaning and consequences of this Agreement. 

      


      16. This
        Agreement constitutes the entire agreement between the Parties with relation
        to
        the subject matter hereof. Any prior negotiations or correspondence relating
        to
        the subject matter hereof shall be deemed to have merged into this Agreement
        and
        to the extent inconsistent herewith shall be deemed to be of no force or
        effect.

      


      17. This
        Agreement may be executed in any number of counterparts, each of which when
        executed and delivered shall be an original, but all of such counterparts
        shall
        constitute one and the same instrument.


      
        
          
            


             

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      18. This
        Agreement shall be interpreted and enforced in accordance with the laws of
        the
        State of Utah, and/or when applicable, of the United States. By entering
        into
        this Agreement, the Parties submit themselves and their principals individually
        to personal jurisdiction in the courts in the State of Utah and agree that
        Utah
        is the only appropriate venue for any action brought to interpret or enforce
        any
        provision of this Agreement, or which may otherwise arise under or relate
        to the
        subject matter of this Agreement.

      


      19. The
        provisions of this Agreement are severable, and if any part of it is found
        to be
        unenforceable, the other parts and/or paragraphs shall remain fully valid
        and
        enforceable. Should any provisions of this Agreement be determined by any
        court
        or administrative body to be invalid, the validity of the remaining provisions
        is not affected thereby and the invalidated part shall be deemed not a part
        of
        this Agreement. Any court or administrative body shall construe and interpret
        this Agreement as enforceable to the full extent available under applicable
        law.
        This Agreement shall survive the termination of any arrangements contained
        in
        it.

      


      20. Employee
        acknowledges and understands this is a legal contract and that he or she
        signs
        this Agreement knowingly, freely and voluntarily and has not been threatened,
        coerced or intimidated into making the same. Employee acknowledges that he
        or
        she has had ample and reasonable time to consider this Agreement and the
        effects
        and import of it and that he or she has fully dwelt on it in his or her mind
        and
        has had such counsel and advice, legal or otherwise, as Employee desires
        in
        order to make this Agreement. EMPLOYEE, BY SIGNING THIS AGREEMENT, ACKNOWLEDGES
        IT CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS. Employee has read and
        fully
        considered this Agreement and understands and desires to enter into it. The
        terms of this agreement were derived through mutual compromise and are fully
        understood. Employee
        acknowledges that he or she has been offered at least twenty one (21) days
        to
        consider the impact of this Agreement and its release of his or her rights
        to
        bring suit against the ClearOne Released Parties and after due consideration
        has
        decided to enter into this Agreement at this time. Employee further understands
        that he or she may revoke this Agreement for a period of up to seven (7)
        days
        following signature and execution of the same. This Agreement shall not become
        effective or enforceable until the revocation period has expired. Any revocation
        within this period must be signed and submitted in writing to the undersigned
        representative of ClearOne and must state, "I hereby revoke my acceptance
        of the
        Agreement." Employee understands that if he or she revokes this Agreement,
        he or
        she is not entitled to receive the consideration provided by this
        Agreement. 


      
        
          
            


             

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      Employee
        has until Monday, March 15, 2004 to accept terms and conditions by signing
        below. If Employee does not accept such terms and conditions by such date,
        this
        offer shall expire at that
        time.

      


      


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

      


      EMPLOYEE

      


      


      /s/
        Gregory L. Rand       
____________________


      


      


      CLEARONE
        COMMUNICATIONS CORP.

       

       

      /s/
        Delonie N. Call _________________________

      DeLonie
        N. Call

      Vice
        President, Human Resources