Exhibit 10.6


 


SEPARATION AGREEMENT


 


2/19/2010


 


THIS SEPARATION AGREEMENT
(this “Agreement”) is made and entered into by and between Michael Doty, a
resident of Minnesota (“Executive”), and Tornier, Inc. (the “Company”).


 


BACKGROUND


 


A.            Executive has been employed by the Company as its
Chief Financial Officer, pursuant to an Employment Agreement effective as of February 5,
2007 (the “Employment Agreement”).


 


B.            In connection with his employment with the Company,
Executive was granted stock options to purchase shares of common stock of TMG
B.V., the parent corporation of the Company, pursuant to the TMG B.V. Stock
Option Plan (the “Plan”) and Option Agreements dated as of February 5,
2007, April 24, 2008, and May 1, 2009 (the “Option Agreements”).


 


C.            Executive’s employment with the Company will terminate
at the initiative of the Company, without Cause, effective February 19,
2010 (the “Separation Date”).


 


D.            In connection with such termination, Executive will be
eligible for certain severance pay and benefits pursuant to the Employment
Agreement; the parties have agreed to additional terms and conditions relating
to the termination of Executive’s employment, as set forth in this Agreement.


 

















 


NOW THEREFORE, in
consideration of the mutual promises and provisions contained in this Agreement
and the Release referred to below, the parties, intending to be legally bound,
agree as follows:


 


AGREEMENTS


 


1.             Termination
of
Employment.  Executive
acknowledges and confirms the termination of his employment with the Company,
effective on the Separation Date.  The
parties agree that such termination is a termination by the Company without
Cause, as specified in the Employment Agreement.  Executive’s employment will end as of the
Separation Date without further action by either party.  Executive hereby resigns from any and all
officer or other positions he may hold with the Company or any of its
affiliates and as a fiduciary of any benefit plans sponsored by the Company,
effective as of the Separation Date.


 


2.             Expense Reimbursement.  The Company
will reimburse Executive for his regular and necessary business expenses
incurred through the Separation Date in accordance with the Company’s regular policies
and practices.  Executive will submit all
requests for reimbursement to the Company by March 15, 2010, and the
Company will reimburse approved expenses within 30 days thereafter.


 


3.             Severance Payments.  Following the
Separation Date, and pursuant to Section 6(e) of the Employment
Agreement, the Company will provide Executive with the payments and other
consideration set forth in such paragraph with respect to a termination by the
Company without Cause, subject to all the terms and conditions of the
Employment Agreement.  Executive
acknowledges that he is eligible for a bonus for 2009, as approved by the
Company’s Board of Directors, payable in the same manner and at the same time
as any 


 


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bonuses for 2009 are paid
to other executives of the Company, and that he is not eligible for any bonus
for 2010.


 


4.             Amendment of Option
Agreements.  Subject to satisfaction of all of the conditions set
forth in paragraph 5 of this Agreement, the Company will cause the Option
Agreements to be amended to extend the period during which Executive may
exercise his options to purchase shares of common stock under the Option
Agreements to August 19, 2011.  Upon
any such amendment, all other terms and conditions of the Option Agreements
shall remain in full force and effect.  
The Company agrees that if its securities are not publicly traded on a
national securities exchange on or before February 19, 2011, the Company
will discuss in good faith with Executive whether any further amendment to the
Option Agreements should be made.


 


5.             Conditions.  The Option
Agreements shall be amended as described in paragraph 4 of this Agreement if
and only if:  (a) Executive signs a
release of claims in the form attached to this Agreement as Exhibit A (the
“Release”) on or within 21 days after the Separation Date, (b) Executive
does not take any action to rescind the Release within the rescission period
described in the Release, and (c) the Committee (as defined in the Plan)
has approved the amendment extending the exercise period in accordance with the
Plan.


 


6.             Stock Options.   Executive
agrees and acknowledges that, effective as of the Separation Date, the Options
listed below reflect the only equity-based interests Executive will have with
the Company.  The Options shall continue
to be exercisable at the times and in the manner provided by the Option
Agreements and the Plan, subject to any amendment occurring in accordance with
paragraph 4 of this Agreement.


 


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  Exercise Price

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant

  	
   

  	
  Per Share

  	
   

  	
  Number of Shares

  	
   

  	
  Amount Exercisable

  	
   

  
	
  2/5/2007

  	
   

  	
  $

  	
  4.63

  	
   

  	
  350,000

  	
   

  	
  262,500

  	
   

  
	
  4/24/2008

  	
   

  	
  $

  	
  5.66

  	
   

  	
  150,000

  	
   

  	
  65,625

  	
   

  
	
  5/1/2009

  	
   

  	
  $

  	
  5.66

  	
   

  	
  50,000

  	
   

  	
  12,500

  	
   

  



 


7.             Continuing Obligations
Under the Employment Agreement.  Executive specifically affirms and
acknowledges his continuing obligations under the Employment Agreement,
including without limitation Sections 7 and 8 of the Employment Agreement.  Such provisions of the Employment Agreement
that by their terms continue after termination of Executive’s employment are
not affected by this Agreement shall continue in full force and effect.


 


8.             Records,
Documents,
and
Property.  Executive affirms that no later than the
Separation Date he will deliver to the Company any and all Company records
and any and all Company property in his possession or under his control,
including without limitation manuals, books, blank forms, documents, letters,
memoranda, notes, notebooks, reports, printouts, computer disks, computer
tapes, digital media, source codes, data, tables, calculations, or copies
thereof, all confidential information of the Company, including, but not
limited to, all documents that in whole or in part contain any confidential
information, and all equipment, personal computers, laptops, printers,
telephones, and pagers, which in any of such cases are in his possession or
under his control.


 


9.             Confidentiality.  The provisions
of this Agreement and the Release (collectively “Confidential Separation
Information”) will be forever treated by Executive as confidential.  Accordingly, Executive will not disclose
Confidential Separation Information 


 


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to anyone at any time,
except to his immediate family, his attorneys, his accountants or tax advisors,
or his financial planners.


 


10.          Full Compensation.  Executive
understands and agrees that the consideration provided by the Company under
this Agreement will fully compensate Executive for and extinguish any and all
of the potential claims Executive is releasing in the Release, including without
limitation, his claims for attorneys’ fees and costs and any and all claims for
any type of legal or equitable relief.


 


11.          No Admission of Wrongdoing.  Executive
understands that this Agreement does not constitute an admission that the
Company has violated any local ordinance, state or federal statute, or
principle of common law, or that the Company has engaged in any unlawful or
improper conduct toward Executive. 
Executive will not characterize this Agreement or the payment of any
money or other consideration in accordance with this Agreement as an admission
that the Company has engaged in any unlawful or improper conduct toward him or
treated him unfairly.


 


12.          Authority.  Executive
represents and warrants that he has the authority to enter into this Agreement
and the Release, and that no causes of action, claims, or demands released
pursuant to this Agreement and the Release have been assigned to any person or
entity not a party to this Agreement and the Release.


 


13.          Legal Representation.  Executive acknowledges
that he has been advised by the Company to consult with his own attorney before
executing this Agreement and the Release, that he has had a full opportunity to
consider this Agreement and the Release, that he has had a full opportunity to
ask any questions that he may have concerning this Agreement, the Release, or
the settlement of his potential claims against the Company and 


 


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others, and that he has
not relied upon any statements or representations made by the Company or its
agents, written or oral, other than the statements and representations that are
explicitly set forth in this Agreement and the Release.


 


14.          Assignment.  This Agreement
shall not be assignable, in whole or in part, by Executive without the prior
written consent of the Company.  The
Company may assign its rights and obligations under this Agreement, and
Executive hereby consents to any such assignment.


 


15.          Entire Agreement.  This
Agreement, the Release, the Employment Agreement, the Option Agreements, the
Plan and any qualified employee benefit plans sponsored by the Company in which
Executive is a participant are intended to define the full extent of the
legally enforceable undertakings of the parties, and no promises or representations,
written or oral, that are not set forth explicitly in this Agreement, the
Release, the Employment Agreement, the Option Agreements, the Plan, or any
qualified employee benefit plans sponsored by the Company in which Executive is
a participant are intended by either party to be legally binding.  All other agreements and understandings
between the parties are hereby cancelled, terminated, and superseded.


 


16.          Amendments.  No amendment or modification of this
Agreement or the Release shall be deemed effective unless made in writing and
signed by the parties hereto.


 


17.          Headings.  The descriptive headings of the paragraphs
and subparagraphs of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.


 


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18.          Counterparts.  This Agreement
may be executed simultaneously in two or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and the
same instrument.


 


19.          Governing Law.  This Agreement
and the Release will be interpreted and construed in accordance with, and any
dispute or controversy arising from any breach or asserted breach of this
Agreement or the Release will be governed by, the laws of the State of Minnesota.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement on the date stated
below.


 


 


	
  Dated: March 11, 2010

  	
  /s/ Michael Doty

  
	
   

  	
  Michael Doty

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: March 11,
  2010

  	
  TORNIER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Douglas W. Kohrs

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
  President & CEO

  



 


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RELEASE BY MICHAEL DOTY


 


Definitions.  I intend all
words used in this Release to have their plain meanings in ordinary
English.  Specific terms that I use in
this Release have the following meanings:


 


A.                                   I, me, and my include both me and anyone
who has or obtains any legal rights or claims through me.


 


B.                                     Tornier means Tornier, Inc., any company related to
Tornier, Inc. in the present or past (including without limitation any of
their predecessors, parents, subsidiaries, affiliates, joint venture partners
and divisions), and any successors of Tornier, Inc.


 


C.                                     Company means Tornier; the present and past officers,
directors, committees, and employees of Tornier; any company providing
insurance to Tornier in the present or past; the present and past employee
benefit plans sponsored or maintained by Tornier (other than multiemployer
plans) and the present and past fiduciaries of such plans; the attorneys for
Tornier; and anyone who acted on behalf of Tornier or on instructions from
Tornier.


 


D.                                    Agreement means the Separation Agreement between Tornier and me
dated February 19, 2010, including all of the documents attached to the
Agreement.


 


E.                                      My Claims mean all of my rights that I now have to any relief
of any kind from the Company, whether or not I now know about those rights,
including without limitation:


 


1.                                       all claims arising out of or relating to
my employment with Tornier 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 the laws of the United States or any other country or
of any state, province, municipality, or other unit of government, including
without limitation, claims under Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act, the Americans with Disabilities Act, the
Family and Medical Leave Act,  42 U.S.C. §
1981, the Employee Retirement Income Security Act, the Equal Pay Act, the
Worker Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, the
Lilly Ledbetter Fair Pay Act of 2009, the Genetic Information Nondiscrimination
Act, the Minnesota Human Rights Act, the Fair Credit Reporting Act, and workers’
compensation non-interference or non-retaliation statutes (such as Minn. Stat.
§ 176.82);


 


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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, bonuses, commissions, stock-based compensation or
stock options, vacation pay, relocation expenses, perquisites, and expense
reimbursements;


 


6.                                       all claims for back pay, front pay,
reinstatement, other equitable relief, 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
do not include any claims that the law does not allow to be waived, any claims
that may arise after the date on which I sign this Release, or any claims for
breach of the Agreement.


 


Agreement
to Release My Claims.  I will receive consideration from Tornier as
set forth in the Agreement if I sign and do not rescind this Release as
provided below.  I understand and
acknowledge that the consideration is in addition to anything of value that I
would be entitled to receive from Tornier if I did not sign this Release or if
I rescinded this Release.  In exchange for that consideration I give up
and release all of My Claims.  I will not
make any demands or claims against the Company for compensation or damages
relating to My Claims.  The
consideration that I am receiving is a fair compromise for the release of My
Claims.


 


Additional
Agreements and Understandings.  Even though Tornier will provide
consideration for me to settle and release My Claims, 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.


 


Confidentiality.  I
understand that the terms of this Release are confidential and that I may not
disclose those terms to any person except under the circumstances described in
the Agreement.


 


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
Release and I have done so.  My decision
whether to sign this Release is my own voluntary decision made with full
knowledge that the Company has advised me to consult with an attorney.


 


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Period to Consider the Release.  I understand that I have 21  days from my last day of employment with Tornier, not
counting the last day of employment, to consider whether I wish to sign this
Release.  If I sign this Release before
the end of the 21-day period, it will be my voluntary decision to do so because
I have decided that I do not need any additional time to decide whether to sign
this Release.  The Company need not
accept this Release of I sign it on or before my last day of employment.


 


My Right to Rescind this Release.  I understand that I may rescind this Release
at any time within 15 days after I sign it, not counting the day upon which I
sign it.  This Release will not become
effective or enforceable unless and until the 15-day rescission period has
expired without my rescinding it.


 


Procedure for Accepting or
Rescinding the Release.  To accept the
terms of this Release, I must deliver the Release, after I have signed and dated
it, to Tornier by hand or by mail within the 21-day period that I have to
consider this Release.  To rescind my
acceptance, I must deliver a written, signed statement that I rescind my
acceptance to Tornier by hand or by mail within the 15-day rescission
period.  All deliveries must be made to
Tornier at the following address:


 


Douglas Kohrs


Tornier, Inc.


7701 France Avenue South


Suite 600


Edina, MN  55435


 


If I choose to deliver my
acceptance or the rescission of my acceptance by mail, it must be postmarked
within the period stated above and properly addressed to Tornier at the address
stated above.


 


Interpretation of the Release. 
This Release should be interpreted as broadly as possible to achieve my
intention to resolve all of My Claims against the Company.  If this Release is held by a court to be
inadequate to release a particular claim encompassed within My Claims, this
Release will remain in full force and effect with respect to all the rest of My
Claims.


 


My Representations.  I
am legally able and entitled to receive the consideration being provided to me
in settlement of My Claims.  I have not
been involved in any personal bankruptcy or other insolvency proceedings at any
time since I began my employment with Tornier. 
No child support orders, garnishment orders, or other orders requiring
that money owed to me by Tornier be paid to any other person are now in effect.


 


I represent and confirm
that I have been fully paid for all wages, overtime, commissions, bonuses, and
other compensation that I earned during my employment with Tornier or that were
due to me in connection with the termination of that employment.


 


I also represent and
confirm that during my employment with Tornier I received all leaves of
absences that I requested and to which I was entitled under the Family and
Medical Leave Act or any other law.


 


A-3

















 


I have read this Release
carefully.  I understand all of its
terms.  In signing this Release, I have
not relied on any statements or explanations made by the Company except as
specifically set forth in the Agreement and the Release signed by Tornier.  I am voluntarily releasing My Claims against
the Company.  I intend this Release and
the Agreement to be legally binding.


 


 


	
  Dated:

  	
  3/11/2010

  	
   

  	
  /s/ Michael Doty

  
	
   

  	
   

  	
  Michael Doty

  



 


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