Exhibit 10.5**SEPARATION AGREEMENT AND GENERAL RELEASE**     This Separation Agreement and General Release (this “Agreement”) is hereby entered into by andbetween Diane N. Brundage, an individual (the “Executive”), and DDi Corp., a Delaware corporation,on behalf of itself and all of its subsidiaries (collectively, “the Company”).**Recitals**     A. The Executive has been employed by the Company pursuant to an Offer Letter by and betweenthe Company and the Executive dated September 29, 2006 (the “Offer Letter”), serving as Senior VicePresident — Sales of the Company; and     B. The Executive and the Company have entered into a Severance Agreement dated October 10,2005 (the “Severance Agreement”); and     C. The Executive’s employment with the Company and any of its parents, direct or indirectsubsidiaries, affiliates, divisions or related entities (collectively referred to herein as “theCompany and its Related Entities”) will be ended on the terms and conditions set forth in thisAgreement.**Agreement**     In consideration of the mutual promises contained herein and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agreeas follows:     1. Effective Date. Except as otherwise provided herein, this Agreement shall beeffective on the eighth day after it has been executed by both of the parties (the “EffectiveDate”).     2. End of Employment. The Executive’s employment with the Company and its RelatedEntities has ended or will end, effective as of 5:00 P.M. Pacific Time, on March 31, 2006 (the“Termination Date”).     3. Continuation of Benefits After the Termination Date. Except as expressly providedin this Agreement or in the plan documents governing the Company’s employee benefit plans, afterthe Termination Date, the Executive will no longer be eligible for, receive, accrue, or participatein any other benefits or benefit plans provided by the Company and its Related Entities, including,without limitation, medical, dental and life insurance benefits, and the Company’s 401(k)retirement plan; provided, however, that nothing in this Agreement shall waive the Executive’sright to any vested amounts in the Company’s 401(k) retirement plan, which amounts shall be handledas provided in the plan.     4. COBRA Benefits. The Company shall provide reimbursement of insurance premiumspayable to continue Executive’s group health for the first twelve (12) months following theTermination Date, including coverage pursuant to the provisions of
 

 
COBRA, if applicable, as long as the Executive has not revoked this Agreement as provided inSection 15(c), below, and the Company’s counsel has received a signed original of this Agreement.     5. Normal Salary Through Termination Date. Within one business day after theTermination Date, the Company shall pay the Executive the prorated portion of her salary earnedthrough the Termination Date.     6. Severance Payments. In return for the Executive’s promises in this Agreement, theCompany will provide Executive with a severance payment in the gross amount of $225,000, which isequal to twelve (12) months of salary (“Severance Payment”), less deductions required by law. Theforegoing amount shall be paid as salary continuation on regularly scheduled payroll dates for theduration of the 12 month period following the Termination Date (the “Severance Period”), as long asthe Executive has not revoked this Agreement as provided in Section 15(c), below, and the Company’scounsel has received a signed original of this Agreement. The payments shall be made, at the optionof the Executive, by checks mailed to the Executive or direct deposit to an account specified byher.     7. Stock Options. Any outstanding unvested stock options and restricted stockpreviously granted to Executive shall be forefeited as of the Termination Date in accordance withthe terms of the Company’s 2005 Stock Incentive Plan.     8. Effect of Subsequent Employment. If the Executive accepts employment any time priorto the expiration of the Severance Period, the Company’s obligation to pay premiums for insurancecoverage under COBRA or otherwise will be extinguished as of the date the Executive becomeseligible for coverage under the group health plan of the Executive’s new employer.     9. Acknowledgement of Total Compensation and Indebtedness. The Executive acknowledgesand agrees that the cash payments under Sections 5 and 6 of this Agreement extinguish any and allobligations for monies, or other compensation or benefits that the Executive claims or could claimto have earned or claims or could claim is owed to her as a result of her employment by the Companyand its Related Entities through the Termination Date, under the Offer Letter, the SeveranceAgreement or otherwise.     10. Tax Consequences. The Executive acknowledges that (a) the Company has not made anyrepresentations to her about, and that she has not relied upon any statement in this Agreement withrespect to, any individual tax consequences that may arise by virtue of any payment provided underthis Agreement and/or her exercise of any stock options, including, but not limited to, theapplicability of Section 409A of the Internal Revenue Code, and (b) she has or will consult withher own tax advisors as to any such tax consequences.
2

 
     11. Status of Related Agreements and Future Employment.          (a) Agreements Between the Executive and the Company. The Executive and the Companyagree that, in addition to this Agreement, the Offer Letter and the Severance Agreement are theonly other executed agreement between the Company and the Executive relating to the Executive’semployment.          (b) Offer Letter and Severance Agreement. The parties agree that the Offer Letter andthe Severance Agreement shall be terminated as of the Termination Date.     12. Release by the Executive. Except as otherwise expressly provided in thisAgreement, the Executive, for herself and her heirs, executors, administrators, assigns,affiliates, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully andwithout limitation releases and forever discharges the Company and its Related Entities, and eachof their respective agents, representatives, shareholders, owners, officers, directors, employees,consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns(collectively, the “Company Releasees”), both individually and collectively, from any and allrights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expensesand compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which theExecutive or any of the Executive’s Affiliates has or may have or may claim to have against theCompany Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of timeto the Effective Date (“Claims”), including, without limiting the generality of the foregoing, anyClaims arising out of, based upon, or relating to the recruitment, hiring, employment, relocation,remuneration, investigation, or termination of the Executive by any of the Company Releasees, theExecutive’s tenure as an employee and/or an officer of any of the Company Releasees, any agreementor compensation arrangement between the Executive and any of the Company Releasees (including,without limitation, the Offer Letter and the Severance Agreement), or any act or occurrence inconnection with any actual, existing, proposed, prospective or claimed ownership interest of anynature of the Executive or the Executive’s Affiliates in equity capital or rights in equity capitalor other securities of any of the Company Releasees, to the maximum extent permitted by law. TheExecutive specifically and expressly releases any Claims arising out of or based on: the CaliforniaFair Employment and Housing Act, as amended; Title VII of the Civil Rights Act of 1964, as amended;the Americans With Disabilities Act; the National Labor Relations Act, as amended; the Equal PayAct; ERISA; any provision of the California Labor Code; the California common law on fraud,misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breachof contract or covenant, violation of public policy or wrongful termination; state or federal wageand hour laws; or any other state or federal law, rule, or regulation dealing with the employmentrelationship or operating a publicly held business. Nothing contained in this Section 12 or anyother provision of this Agreement shall release or waive any right that Executive has toindemnification and/or reimbursement of expenses by the Company with respect to which Executive maybe eligible as provided in the Company’s Certificate of Incorporation, Bylaws and any applicabledirectors and officers liability insurance.
3

 
     13. Waiver of Civil Code Section 1542.          (a) The Executive understands and agrees that the release provided herein extends to allClaims released above whether known or unknown, suspected or unsuspected. The Executive expresslywaives and relinquishes any and all rights she may have under California Civil Code Section 1542,which provides as follows:“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOTKNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THERELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS ORHER SETTLEMENT WITH THE DEBTOR.”          (b) The Executive expressly waives and releases any rights and benefits which she has or mayhave under any similar law or rule of any other jurisdiction. It is the intention of each partythrough this Agreement to fully, finally and forever settle and release the Claims as set forthabove. In furtherance of such intention, the release herein given shall be and remain in effect asa full and complete release of such matters notwithstanding the discovery of any additional Claimsor facts relating thereto.     14. Release of Federal Age Discrimination Claims by the Executive. The Executivehereby knowingly and voluntarily waives and releases all rights and claims, known or unknown,arising under the Age Discrimination In Employment Act of 1967, as amended, which she mightotherwise have had against the Company or any of the Company Releasees regarding any actions whichoccurred prior to the Effective Date.     15. Rights Under the Older Workers Benefit Protection Act. In accordance with theOlder Workers Benefit Protection Act of 1990, the Executive hereby is advised of the following:          (a) The Executive has the right to consult with an attorney before signing this Agreement andis encouraged by the Company to do so;          (b) The Executive has twenty-one (21) days from her receipt of this Agreement to consider it;and          (c) The Executive has seven (7) days after signing this Agreement to revoke Sections 9, 12 and14 of this Agreement (which must be revoked in their entirety and as a group), and such Sections ofthis Agreement (as a group) will not be effective until that revocation period has expired withoutexercise. The Executive agrees that in order to exercise her right to revoke this Agreement withinsuch seven (7) day period, she must do so in a signed writing delivered to the Company’s GeneralCounsel before the close of business on the seventh calendar day after she signs this Agreement.     16. Confidentiality of Agreement. After the execution of this Agreement by theExecutive, neither the Executive, her attorney, nor any person acting by, through, under or inconcert with them, shall disclose any of the terms of or amount paid under
4

 
this Agreement (other than to state that the Company has filed this Agreement and/oragreements related thereto as public documents) or the negotiation thereof to any individual orentity; provided, however, that the foregoing shall not prevent such disclosures by Executive toher attorney, tax advisors and/or immediate family members, or as may be required by law.     17. No Filings. The Executive represents that she has not filed any lawsuits, claims,charges or complaints against the Company Releasees with any local, state or federal agency orcourt from the beginning of time to the date of execution of this Agreement; that she will not doso at any time hereafter based upon events prior to the date of execution of this Agreement; thatshe will not induce, encourage, solicit or assist any other person or entity to file or pursue anyproceeding of any kind against the Company Releasees or voluntarily appear or invite a subpoena totestify in any such legal proceeding; and that, if any such agency or court ever assumesjurisdiction over any such lawsuit, claim, charge or complaint and/or purports to bring any legalproceeding, in whole or in part, on behalf of the Executive based upon events occurring prior tothe execution of this Agreement, the Executive will request such agency or court to withdraw fromand/or to dismiss the lawsuit, claim, charge or complaint with prejudice. This Section 17 shall notprohibit the Executive from challenging the validity of the ADEA release in Section 14 of thisAgreement. It shall not be a breach of this Section 17 for Executive to testify truthfully in anyjudicial or administrative proceeding.     18. Confidential and Proprietary Information. The Executive acknowledges that certaininformation, observations and data obtained by her during the course of or related to heremployment with the Company and its Related Entities are the sole property of the Company and itsRelated Entities and is confidential and proprietary information of the Company (together“Confidential Information”), including but not limited to information or plans concerning theCompany’s customer relationships; personnel; sales, marketing and financial operations and methods;trade secrets, formulae, devices; secret inventions; processes; and other compilations ofinformation, records, and specifications. The Executive represents and warrants that she hasreturned all files, customer lists, financial information and other property of the Company and itsRelated Entities that were in the Executive’s possession or control without retaining copiesthereof. The Executive further represents and warrants that she does not have in her possession orcontrol any files, customer lists, financial information or other property of the Company and itsRelated Entities. The Executive agrees that she will not disclose to any person or use any suchinformation, observations or data without the written consent of the Chief Executive Officer orBoard of Directors of the Company. If the Executive is served with a deposition subpoena or otherlegal process calling for the disclosure of such information, or if she is contacted by any thirdperson requesting such information, she will notify the Company’s Chief Executive Officer as soonas is reasonably practicable after receiving notice and will cooperate with the Company and itsRelated Entities in minimizing the disclosure thereof.     19. Prohibited Activities. The Executive agrees that she will not, directly orindirectly, become engaged as an owner, employee, consultant or agent of any printed circuit board manufacturing or assembly entity for a period of twelve (12) months from theTermination Date.
5

 
     20. Remedies. The Executive acknowledges that any unfair competition or misuse oftrade secret or Confidential Information belonging to the Company and its Related Entities, and anyviolation of Sections 16, 18 and 19 of this Agreement, will result in irreparable harm to theCompany and its Related Entities, and therefore, the Company and its Related Entities shall, inaddition to any other remedies, be entitled to immediate injunctive relief. In addition, in theevent of a breach of any provision of this Agreement by the Executive, including Sections 16, 18and 19, the Executive shall forfeit, and the Company and its Related Entities may cease paying, anyunpaid installments of the Severance Payment under Section 6, above, and the Company and itsRelated Entities shall, without excluding other remedies available to them, be entitled to an awardin the amount of all installments of the Severance Payment made by the Company to the Executive.     21. Cooperation Clause.          (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, forthe Severance Period, the Executive agrees to cooperate, at no charge, with the Company and itsRelated Entities’ reasonable requests for information or assistance related to the time of heremployment.          (b) For the Severance Period, the Executive agrees to cooperate, at no charge, with theCompany’s and its Related Entities’ and its or their counsel’s reasonable requests for informationor assistance related to (i) any investigations (including internal investigations) and audits ofthe Company and its Related Entities’ management’s current and past conduct and business andaccounting practices and (ii) the Company and its Related Entities’ defense of, or otherparticipation in, any administrative, judicial, or other proceeding arising from any charge,complaint or other action which has been or may be filed relating to the period during which theExecutive was engaged in employment with the Company and its Related Entities. The Company willpromptly reimburse Executive for her reasonable, customary and documented out-of-pocket businessexpenses in connection with the performance of her duties under this Section 21. Except asrequired by law or authorized in advance by the Board of Directors of the Company, the Executivewill not communicate, directly or indirectly, with any third party, including any person orrepresentative of any group of people or entity who is suing or has indicated that a legal actionagainst the Company and its Related Entities or any of their directors or officers is beingcontemplated, concerning the management or governance of the Company and its Related Entities, theoperations of the Company and its Related Entities, the legal positions taken by the Company andits Related Entities, or the financial status of the Company and its Related Entities. If askedabout any such individuals or matters, the Executive shall say: “I have no comment,” and shalldirect the inquirer to the Company. The Executive acknowledges that any violation of this Section21 will result in irreparable harm to the Company and its Related Entities and will give rise to animmediate action by the Company and its Related Entities for injunctive relief.
6

 
     22. No Future Employment. The Executive understands that her employment with theCompany and its Related Entities will irrevocably end as of the Termination Date and will not beresumed at any time in the future. The Executive agrees that she will not apply for, seek or acceptemployment by the Company and its Related Entities at any time, unless invited to do so by theCompany and its Related Entities.     23. Non-disparagement. The Executive agrees not to disparage or otherwise publish orcommunicate derogatory statements about the Company and its Related Entities and any director,officer or manager and/or the products and services of these entities to any third party. TheCompany, on behalf of itself and its Related Entities, agrees not to disparage or communicatederogatory statements about the Executive. Neither truthful testimony in a judicial oradministrative proceeding nor factually accurate statements in legal or public filings shallviolate this provision.     24. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of California, without giving effect to principles of conflict of laws.     25. Venue and Waiver of Right to Jury Trial. The parties hereby agree that all actionsor proceedings arising directly or indirectly hereunder, whether instituted by the Executive or theCompany and its Related Entities, shall be litigated in courts having situs within the State ofCalifornia, County of Orange, and that each of the parties hereby expressly consents to thejurisdiction of any local, state or federal court located within said state and county, and consentthat any service of process in such action or proceeding may be made by personal service upon theparties wherever such parties may be located, respectively, or by certified or registered maildirected to the Executive at his/its last known address. The parties hereby waive trial by jury inconnection with any future dispute between them, any objection based on forum non conveniens, andany objection to venue of any action instituted hereunder.     26. Attorneys’ Fees. Except as otherwise provided herein, in any action, litigation orproceeding between the parties arising out of or in relation to this Agreement, including anypurported breach of this Agreement, the prevailing party shall be entitled to an award of its costsand expenses, including reasonable attorneys’ fees.     27. Non-Admission of Liability. The parties understand and agree that neither thepayment of any sum of money nor the execution of this Agreement by the parties will constitute orbe construed as an admission of any wrongdoing or liability whatsoever by any party.     28. Severability. If any one or more of the provisions contained herein (or partsthereof), or the application thereof in any circumstances, is held invalid, illegal orunenforceable in any respect for any reason, the validity and enforceability of any such provisionin every other respect and of the remaining provisions hereof will not be in any way impaired oraffected, it being intended that all of the rights and privileges shall be enforceable to thefullest extent permitted by law.
7

 
     29. Entire Agreement. This Agreement represents the sole and entire agreement amongthe parties and, except as expressly stated herein, supersedes all prior agreements, negotiationsand discussions among the parties with respect to the subject matters contained herein.     30. Waiver. No waiver by any party hereto at any time of any breach of, or compliancewith, any condition or provision of this Agreement to be performed by any other party hereto may bedeemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prioror subsequent time.     31. Amendment. This Agreement may be modified or amended only if such modification oramendment is agreed to in writing and signed by duly authorized representatives of the partieshereto, which writing expressly states the intent of the parties to modify this Agreement.     32. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich will be deemed to be an original as against any party that has signed it, but all of whichtogether will constitute one and the same instrument.     33. Assignment. This Agreement inures to the benefit of and is binding upon theCompany and its successors and assigns, but the Executive’s rights under this Agreement are notassignable, except to her estate.     34. Notice. All notices, requests, demands, claims and other communications hereundershall be in writing and shall be deemed to have been duly given (a) if personally delivered; (b) ifsent by telecopy or facsimile (except for legal process); or (c) if mailed by overnight or by firstclass, certified or registered mail, postage prepaid, return receipt requested, and properlyaddressed as follows:   If to the Company: DDi Corp.