Exhibit 10.11 


SEPARATION AGREEMENT


          This
Separation Agreement (“Agreement”) is entered into by and between Kathleen P.
Iverson (“Ms. Iverson”) and CyberOptics Corporation (“CyberOptics”).


          WHEREAS, Ms. Iverson has served as Chief
Executive Officer of CyberOptics and is hereby retiring and resigning her
position as CEO and terminating her employment with CyberOptics effective as of
January 31, 2014;


          WHEREAS, Ms. Iverson and CyberOptics are
parties to a Severance Pay Agreement dated as of May 19, 2008, as amended by
the Amendment to Severance Agreement dated December 31, 2011 (as amended, the
“Severance Agreement”);


          WHEREAS, CyberOptics is grateful for Ms.
Iverson’s loyal service and dedication, and desires to provide Ms. Iverson fair
and equitable separation compensation; and


          WHEREAS, CyberOptics and Ms. Iverson desire
to fully and finally settle all issues, differences and actual and potential
claims between them, including, but in no way limited to, any claim that might
arise out of Ms. Iverson’s employment with CyberOptics or her separation
therefrom;


          NOW, THEREFORE, in consideration of the
mutual promises contained herein, Ms. Iverson and CyberOptics agree as follows:


          1.          Resignation.
Ms. Iverson hereby acknowledges and agrees that her employment with CyberOptics
shall be terminated on, and that her last day of service to CyberOptics shall
be, January 31, 2014 (the “Termination Date”). Effective as of that date, Ms.
Iverson hereby resigns all positions as an officer or director of CyberOptics
and any of its subsidiaries, or trustee or administrator of benefit plans of
CyberOptics and any of its subsidiaries. 


          2.          Separation
Compensation. As consideration for Ms. Iverson’s promises and obligations under
this Agreement, including but not limited to the release of claims set forth in
Section 7 below, Ms. Iverson will receive the following consideration, provided
that she signs and does not revoke this Agreement: 


	
  

 	
  

 
	
  

 	
               (a)          All
 employment compensation through the Termination Date, including salary and
 benefits, and including the bonus earned with respect to the year ended
 December 31, 2013, which bonus shall be paid contemporaneous with payment of
 bonuses to employees;

 
	
  

 	
  

 
	
  

 	
               (b)          A
 separation payment in a lump sum amount equal to Ms. Iverson’s annual salary
 payable (i) with respect to $256,380 on the Termination Date, and (ii) with
 respect to $34,920 on the seventh business day after the Termination Date and
 only, with respect to this 2(b)(ii), if the release attached as Exhibit A is
 executed;

 
	
  

 	
  

 
	
  

 	
               (c)          Reimbursement
 for reasonable expenses incurred prior to the Termination Date in accordance
 with CyberOptics’ reimbursement policy, and submitted in a format consistent
 with CyberOptics’ expense reporting policy on or before the Termination Date;
 

 













	
  

 	
  

 
	
  

 	
               (d)          Amendment
 and extension through August 31, 2014, of the right to exercise the stock
 options specifically referenced in Section 3(b) that are vested on the
 Termination Date;

 
	
  

 	
  

 
	
  

 	
               (e)          All
 accumulated unused vacation pay through the Termination Date (Ms. Iverson’s
 accumulated vacation pay was 184 hours as of December 13, 2013);

 
	
  

 	
  

 
	
  

 	
               (f)          All
 amounts payable under CyberOptics’s 401(k) plan pursuant to, and at the time
 and in the manner specified in such Plan through the Termination Date
 (including any matching contributions from CyberOptics through such date).

 



          3.           No Other Rights.  


          (a)          Ms.
Iverson acknowledges and agrees that the consideration set forth in Section 2
is in exchange for entering into this Agreement and that the consideration set
forth in Section 2(b)(ii) is in consideration of the release set forth in
Exhibit A. The payments referenced in Section 2 shall be deemed to be income to
Ms. Iverson solely in the year in which such payments are received by Ms.
Iverson and shall not entitle Ms. Iverson to additional compensation or
benefits of any kind, including but not limited to under any company bonus,
stock compensation, incentive, or benefit plan or agreement, nor will it
entitle Ms. Iverson to any increased retirement, 401(k) benefits or matching
benefits, or deferred compensation or any other benefits. Ms. Iverson further acknowledges and agrees
that the benefits to be provided to her by this Agreement shall be in full
payment and satisfaction of any and all financial obligations due to Ms.
Iverson from CyberOptics.


          (b)          Notwithstanding
Section 3(a), CyberOptics acknowledges that Ms. Iverson holds options (the
“Options”) to purchase an aggregate of 166,217 shares of CyberOptics Common
Stock that shall, as described below, survive the Termination Date, including
the following:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date

 	
 Total Shares

 	
 Unvested Shares

 	
 Exercise Price

 	
 Expiration Datea

 
	
 12/7/07

 	
 13,350

 	
 -0-

 	
  

 	
 $12.34

 	
  

 	
 5/1/14

 
	
 12/10/10

 	
 16,667

 	
 4,166

 	
  

 	
 8.71

 	
  

 	
 5/1/14

 
	
 12/05/08

 	
 46,200

 	
 -0-

 	
  

 	
 4.99

 	
  

 	
 5/1/14

 
	
 9/11/09

 	
 10,000

 	
 -0-

 	
  

 	
 6.29

 	
  

 	
 8/31/14

 
	
 1/06/12

 	
 46,667

 	
 23,334

 	
  

 	
 7.30

 	
  

 	
 8/31/14

 
	
 12/14/12

 	
 33,333

 	
 25,000

 	
  

 	
 7.48

 	
  

 	
 8/31/14

 



	
  

 	
  

 
	
 a.

 	
 All Options expire by their terms 90 days after the
 Termination Date, but pursuant to Section 2(d) above, the right to exercise
 the last three options in the table above, to the extent vested as of the Termination
 Date, is being extended through August 31, 2014.

 



Ms. Iverson acknowledges that to the extent listed as
unvested, the Options set forth above expire on the Termination Date, and that
all of the 8,750 restricted stock units held by Ms. Iverson that remain
unvested on the Termination Date, shall be forfeited to CyberOptics and
cancelled. CyberOptics and Ms. Iverson agree that the right to exercise the
last three Options listed above, to the extent vested on the Termination Date,
is hereby extended through August 31, 2014.


          4.          Tax Treatment. Ms. Iverson agrees that the amounts
referenced in Section 2 will be treated as income subject to W-2 reporting and
withholding pursuant to state and federal laws. It is understood that CyberOptics
makes no representations or warranties with respect to the tax 


2





consequences of the payments
referenced in Section 2. Ms. Iverson agrees to pay any amount that may be
determined to be due and owing by her and not otherwise withheld as taxes,
interest, penalties, or other government-required payments, arising out of the
payments set forth in Section 2, for which she is solely responsible. 


          5.          409A Compliance. This Agreement is intended to
comply with the requirements of Section 409A (“Section 409A”) of the Internal
Revenue Code of 1986, as amended (“Code”), insofar as it relates to amounts
subject to Section 409A, and this Agreement
will be construed and
administered accordingly. To the extent that any provision hereof is modified in
order to comply with or be exempt from Section 409A, such modification shall be
made in good faith and shall, to the maximum extent reasonably possible,
maintain the original intent and economic benefit to CyberOptics and Ms.
Iverson of the applicable provision without violating the provisions of Section
409A.


          6.          Indemnity. CyberOptics hereby agrees to
indemnify Ms. Iverson to the fullest extent permitted by Minnesota Statutes
Section 302A.521 for any proceeding resulting from Ms. Iverson’s official
capacity while an employee, or director, of CyberOptics. CyberOptics agrees
that such indemnity shall apply to disputes arising out of or resulting from
any matter, fact or thing occurring prior to the Termination Date even though
commenced after such date. 


          7.          Release of Claims. 


          (a)
Ms. Iverson, on behalf of herself, her spouse, successors, heirs, and assigns,
hereby forever releases and discharges CyberOptics (including its parents,
subsidiaries, directors, officers, employees, agents, predecessors, successors,
assigns, shareholders and insurers) (the “Released Parties”) to the fullest extent permitted by law from
any and all claims, debts, liabilities, demands, promises, agreements, costs
and expenses (including but not limited to attorneys’ fees), damages, including
liquidated damages or punitive damages, actions, and causes of action, of
whatever kind or nature, whether known or unknown, suspected or unsuspected,
fixed or contingent, arising out of any act or omission occurring before Ms.
Iverson’s execution of this Agreement (except
any claims arising out of or contemplated by this Agreement, and any claims
under federal and state law that may not be released as a matter of law)
including but not limited to: (a) any claims based on, arising out of, or
related to Ms. Iverson’s employment with, or the termination of her employment
with, CyberOptics, or her membership on CyberOptics’s Board of Directors
or the termination thereof, and
any claims for compensation of any kind, including without limitation, amounts
due under any contract, all regular salary, expenses, distributions, earned but
unused vacation, bonuses and incentive compensation, and stock options; (b) any
claims arising from rights under federal, state and/or local laws, including
but not limited to those related to any form of retaliation, harassment or
discrimination on any basis, or any related cause of action, and any labor code
provisions, including but not limited to, any alleged violation of Title VII of
the Civil Rights Act of 1964; The Civil Rights Act of 1991; Sections 1981
through 1988 of Title 42 of the United States Code, as amended; the Americans
with Disability Act of 1990, as amended; the Occupational Safety and Health
Act, as amended; the Age Discrimination in Employment Act; the Older Worker
Benefits Protection Act; the Family and Medical Leave Act; the Equal Pay Act; the Employee Retirement Income Security Act; the Minnesota Human Rights
Act; Minn. § 181.81; Minn. Stat. § 176.82; Minn. Stat. §§ 181.931, 181.932, 181.935; and/or
Minn. Stat. §§ 181.940–181.944; and any provision of the Minnesota or
federal constitutions; (c) any claims grounded in contract or tort theories,
including but not limited to claims for wrongful discharge, breach of 


3





express or implied contract;
breach of implied covenant of good faith and fair dealing; tortious
interference with contractual relations or prospective economic benefit;
promissory estoppel; breach of promise; breach of manuals or other policies; violation
of public policy; fraud; misrepresentation; defamation, including libel,
slander, and self-publication defamation; negligence; negligent hiring,
supervision or retention; assault; battery; invasion of privacy; false
imprisonment; infliction of emotional distress; harassment; or any other
wrongful or unlawful acts, omissions, statements or practices; and/or (d) any
other claim of any kind whatsoever, including but not limited to any claim for
damages or declaratory or injunctive relief of any kind. 


          (b)
In consideration of and as a condition to the payment pursuant to Section 2(b),
Ms. Iverson shall sign the confirming release attached hereto as Exhibit A on
the Termination Date.


          (c)
Ms. Iverson represents that, as of the date she signs this Agreement, she is
not aware of any violations of federal or state law or regulation or
CyberOptics policy, and that she is not aware of any facts which would
constitute a violation of any federal or state law or regulation or CyberOptics
policy. Ms. Iverson further represents and warrants that she has not violated
any federal or state law, statute, regulation, or ordinance. Based in part
thereon, CyberOptics
hereby releases and discharges Ms. Iverson from any and all liability for
damages or claims of any kind, and agrees not to institute any claim for
damages or otherwise, by charge or otherwise against Ms. Iverson for any
claims, including, but not limited to any statutory, contract, quasi contract,
or tort claims, whether developed or undeveloped, arising from or related to
Ms. Iverson’s employment with CyberOptics, and/or the cessation of Ms.
Iverson’s employment with CyberOptics, except to the extent such claims or
liability arise out of conduct by Ms.
Iverson with respect to which she would not be permitted indemnity under
Minnesota Law. 


          8.          ADEA Compliance. Ms. Iverson has been
informed of her right to review and consider this Agreement for 21 calendar
days, if she so chooses. Ms. Iverson further agrees and acknowledges that (a)
her waiver of rights under this Agreement is knowing and voluntary as required
under the Age Discrimination in Employment Act (“ADEA”);(b) she understands
the terms of this Agreement;(c) CyberOptics advises Ms. Iverson to consult
with an attorney prior to executing this Agreement;and (d) she may rescind
this Agreement insofar as it extends to potential claims under the ADEA by
providing written notice to CyberOptics within seven (7) calendar days after
the date of her signature below. To be effective, the rescission must be in
writing and delivered to CyberOptics either by hand or by mail within the seven
(7)-day period. If delivered by mail, the rescission must be: (i) postmarked
within the seven (7)-day period;properly addressed to Chief Financial
Officer, CyberOptics Corporation, 5900 Golden Hills Drive, Minneapolis, MN
55416;and (iii) sent by
certified mail, return receipt requested. In the event of such a rescission,
(1) all of CyberOptics’ obligations under the Agreement shall be null and void,
but the cessation of Ms. Iverson’s employment will be unaffected, and (2)
any payments made as of that date by CyberOptics pursuant to Section 2, above,
shall be immediately repaid by Ms. Iverson to CyberOptics. 


          9.          MHRA Compliance. Ms. Iverson also has been
informed of her right to rescind this Agreement insofar as it extends to
potential claims under the Minnesota Human Rights Act (“MHRA”), Minn. Stat. §
363A, et
seq., by providing written notice to CyberOptics within fifteen (15)
calendar days after the date of her signature below. To be effective, the
rescission must be in writing and delivered to CyberOptics either by hand or by
mail within the fifteen (15)-day period. 


4





If delivered by mail, the
rescission must be: (i) postmarked within the fifteen (15)-day period;properly
addressed to Chief Financial Officer, CyberOptics Corporation, 5900
Golden Hills Drive, Minneapolis, MN 55416;and (iii) sent by certified mail, return receipt requested. In the
event of such a rescission, (1) all of CyberOptics’s obligations under the
Agreement shall be null and void, but the cessation of Ms. Iverson’s employment
will be unaffected, and (2) any payments made as of that date by
CyberOptics pursuant to paragraph 2, above, shall be immediately repaid by Ms.
Iverson to CyberOptics.


          10.          Severance Agreement. Ms. Iverson hereby
acknowledges that the Severance Agreement shall terminate as of the Termination
Date.


          11.          Confidentiality of this
Agreement. The terms of
this Agreement shall remain strictly confidential between the parties hereto,
and shall not be disclosed to third persons; provided, however, that Ms. Iverson may disclose such terms to her
spouse and immediate family, and that the parties may disclose the terms to
their respective legal counsel, accountants and financial advisors so long as
such counsel, accountants and advisors agree to maintain the confidentiality
thereof and provided further that such terms may be disclosed where compelled
by judicial process, by the rules and regulations of the Securities and
Exchange Commission or by the Internal Revenue Service or other appropriate
agency, or in any proceedings in which one of the parties hereto alleges a
breach of, or seeks the enforcement of, this Agreement. 


          12.          Return of Company Records and Property. By
January 31, 2014, Ms. Iverson shall deliver to CyberOptics all records,
manuals, books, blank forms, documents, letters, memoranda, notes, notebooks,
reports, data, tables, calculations or copies thereof, which are the property
of CyberOptics or which relate in any way to the business, products, practices
or techniques of CyberOptics , and all other property, trade secrets and
confidential information of CyberOptics, including, but not limited to, all
documents which in whole or in part contain any trade secrets or confidential
information of the CyberOptics, which in any of these cases are in her
possession or under her control.


          13.          Agreement to Cooperate. Upon request, Ms. Iverson agrees to give
reasonable assistance and cooperation in any matter relating to her expertise
or experience as CyberOptics may request, including but not limited to (1)
providing information concerning, or assistance with, investigations, claims,
litigations, matters or projects in which Ms. Iverson was involved or as to
which Ms. Iverson potentially has knowledge by virtue of her employment with
CyberOptics, and/or (2) Ms. Iverson’s attendance and truthful testimony where
deemed appropriate by CyberOptics, with respect to any investigation or
CyberOptics’s defense or prosecution of any existing or future claims or
litigations relating to matters in which Ms. Iverson was involved or as to
which Ms. Iverson potentially has knowledge by virtue of her employment with
CyberOptics. To the extent permitted by law, CyberOptics will reimburse Ms.
Iverson’s reasonable expenses incurred in connection with any travel that may
be required to fulfill her obligation under this paragraph. 


          14.          Disparagement. Ms. Iverson agrees she will refrain from
making any comments or statements concerning CyberOptics, either in writing,
electronically, orally, or otherwise that (a) are disparaging or defamatory or
portray CyberOptics in a negative light; (b) in any way impair the reputation,
goodwill, or legitimate business interest of CyberOptics; or (c) disparage the 


5





employees, agents, officers,
directors, pricing, products, policies, or services of CyberOptics. CyberOptics
agrees that its directors and executive officers will refrain from making any
statements, whether in writing,
electronically, orally, or otherwise, that are disparaging or defamatory
of Ms. Iverson. Notwithstanding the
above, nothing herein shall preclude the parties from testifying truthfully in
administrative proceedings, or under oath or under power of a subpoena.


          15.          No Admission. This Agreement shall not in
any way be construed as an admission by CyberOptics that it has acted
wrongfully with respect to Ms. Iverson or any other person, or that Ms. Iverson
has any rights whatsoever against CyberOptics. CyberOptics specifically
disclaims any liability to, or wrongful acts against, Ms. Iverson or any other
person, on the part of itself, its directors, its officers, its employees, its
representatives or its agents.


          16.          Remedies. Any breach by Ms. Iverson of her
covenants under this Agreement will likely cause irreparable harm to
CyberOptics or its affiliates for which money damages could not reasonably or
adequately compensate CyberOptics or its affiliates. Accordingly, CyberOptics
or any of its affiliates shall be entitled to seek all forms of injunctive
relief (whether temporary, emergency, preliminary, prospective, or permanent)
to enforce such covenants, in addition to damages and other available remedies,
and Ms. Iverson consents to the issuance of such an injunction without the
necessity of CyberOptics or any such affiliate posting a bond, or if a court
requires a bond to be posted, with a bond of no greater than $500 in principal
amount. In the event that injunctive relief or damages are awarded to
CyberOptics or any affiliate for any breach by Ms. Iverson of her covenants
under this Agreement, Ms. Iverson further agrees that CyberOptics shall be entitled to recover its costs and attorney’s
fees necessary to obtain such remedies. 


          17.          Waiver of Breach. The waiver by
CyberOptics of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any subsequent breach.


          18.          Miscellaneous. 


          (a)          Entire
Agreement. Except for any confidentiality, non-competition or similar
provisions in other agreements between CyberOptics and Ms. Iverson that
continue to be applicable after Ms. Iverson’s employment ends, which are hereby
specifically preserved, this Agreement is the entire agreement between Ms.
Iverson and CyberOptics concerning Ms. Iverson’s employment and the separation
of Ms. Iverson’s employment and it supersedes all other agreements and
arrangements relating to the end of Ms. Iverson’s employment including, without
limitation, the Severance Agreement. It is Ms. Iverson’s intent to be legally
bound by the terms of this Agreement. No amendments, modifications or waivers
of this Agreement shall be binding unless made in writing and signed by both
Ms. Iverson and a representative of CyberOptics so authorized by the Board of
Directors.


          (b)          Nonassignable.
This Agreement is personal to Ms. Iverson and may not be assigned by Ms.
Iverson without the written agreement of CyberOptics.


          (c)          Severability.
Ms. Iverson and CyberOptics agree that if any part, term, or provision of this
Agreement should be held to be unenforceable, invalid, or illegal under any
applicable law or rule, the offending term or provision shall be applied to the
fullest extent enforceable, valid, or 


6





lawful under such law or rule, or, if that is not
possible, the offending term or provision shall be struck and the remaining
provisions of this Agreement shall not be affected or impaired in any way. However, if Ms. Iverson’s release of claims
set forth in this Agreement is held invalid, illegal, or unenforceable,
CyberOptics may void this Agreement.


          (d)          Governing
Law. This Agreement will be governed by the laws of the State of Minnesota,
without giving effect to its conflict of laws rules. Any action brought by Ms.
Iverson or CyberOptics with respect to this Agreement shall be brought and maintained
in a court of competent jurisdiction in the State of Minnesota. 


          (e)          Consultation.
Ms. Iverson hereby affirms and acknowledges that she has read the foregoing
Agreement, that she has hereby been advised to consult with an attorney prior
to signing this Agreement, and that she has done so. Ms. Iverson agrees that
the provisions set forth in this Agreement are written in language
understandable to her and further affirms that she understands the meaning of
the terms of this Agreement and their effect. Ms. Iverson represents that she
enters into this Agreement freely and voluntarily.


          (f)          Construction.
Ms. Iverson acknowledges
and agrees that no promises or representations have been made to induce her to
sign this Agreement other than as expressly set forth herein and that she has
signed this Agreement as a free and voluntary act. Further, this Agreement has
been entered into after review of its terms by Ms. Iverson and her counsel.
Therefore, there shall be no strict construction for or against either party.
No ambiguity or admission shall be construed against CyberOptics on the grounds
that this Agreement or any of its provisions was drafted or prepared by
CyberOptics.


          (g)          Headings.
The headings contained in this Agreement are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.


          (h)          Counterparts.
This Agreement may be executed in separate counterparts, each of which will be
an original and all of which taken together shall constitute one and the same
agreement, and any party hereto may execute this Agreement by signing any such
counterpart.


          By signing below, Ms. Iverson acknowledges and affirms
that she has read this Agreement completely. Ms. Iverson also acknowledges and
affirms that:


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 She has had a sufficient period of at
 least twenty-one (21) days within which to consider whether or not to accept
 this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The provisions of this Agreement are understandable
 to her;

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 She has had an opportunity to consult
 with an attorney of her choice, CyberOptics has encouraged her to do so, and
 she has freely exercised that opportunity to the extent desired; and

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 She has entered into this Agreement freely
 and voluntarily.

 



          IN WITNESS WHEREOF, the parties have
executed this Agreement by their signatures below.


7









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated: December 20, 2013

 	
  

 	
 /s/ Kathleen P. Iverson

 	
  

 
	
  

 	
  

 	
 Kathleen P. Iverson

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated: December 20, 2013

 	
  

 	
 CYBEROPTICS CORPORATION

 	
  

 
	
  

 
	
  

 	
  

 	
 By

 	
 /s/ Subodh Kulkarni

 	
  

 
	
  

 	
  

 	
  

 	
 Subodh Kulkarni, Chairman

 	
  

 


8





Exhibit
A


          The
undersigned, Kathleen P. Iverson (“Ms. Iverson”) is retiring from her
employment position with CyberOptics Corporation (“CyberOptics”) effective as
of the date of this Exhibit A, resigning all her positions as an officer and
director of CyberOptics, and terminating all other employment positions, all
consistent with a Separation Agreement dated as of December 20, 2013 (the
“Separation Agreement”). Consistent with Section 7(b) of the Separation
Agreement, Ms. Iverson agreed to execute this Exhibit A on her Termination
Date.


          1.
Release of Claims. In exchange for the $34,920 payment set forth in
Section 2(b)(ii) of the Separation Agreement, Ms. Iverson, on behalf of herself, her
spouse, successors, heirs, and assigns, hereby forever releases and discharges
CyberOptics (including its parents, subsidiaries, directors, officers,
employees, agents, predecessors, successors, assigns, shareholders and
insurers) (the “Released Parties”)
to the fullest extent permitted by law from any and all claims, debts,
liabilities, demands, promises, agreements, costs and expenses (including but
not limited to attorneys’ fees), damages, including liquidated damages or
punitive damages, actions, and causes of action, of whatever kind or nature,
whether known or unknown, suspected or unsuspected, fixed or contingent,
arising out of any act or omission occurring before the date Ms. Iverson signs
this Exhibit A. Ms. Iverson agrees that the release of claims in this Exhibit A
includes, but is not limited to, any claims Ms. Iverson may have under: Title
VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; sections
1981 through 1988 of Title 42 of the United States Code, as amended; the
Americans with Disability Act of 1990, as amended; the Occupational Safety and
Health Act, as amended; the Age Discrimination in Employment Act; the Older
Worker Benefits Protection Act; the Family and Medical Leave Act; the Equal Pay
Act; the Employee Retirement Income Security Act; the Minnesota Human Rights
Act; Minn. § 181.81; Minn. Stat. § 176.82; Minn. Stat. §§ 181.931, 181.932,
181.935; and/or Minn. Stat. §§ 181.940–181.944; and any provision of the
Minnesota or federal constitutions; any claims grounded in contract or tort theories,
including but not limited to claims for wrongful discharge, breach of express
or implied contract; breach of implied covenant of good faith and fair dealing;
tortious interference with contractual relations or prospective economic
benefit; promissory estoppel; breach of promise; breach of manuals or other
policies; violation of public policy; fraud; misrepresentation; defamation,
including libel, slander, and self-publication defamation; negligence;
negligent hiring, supervision or retention; assault; battery; invasion of
privacy; false imprisonment; infliction of emotional distress; harassment; or
any other wrongful or unlawful acts, omissions, statements or practices; and/or
any other claim of any kind whatsoever, including but not limited to any claim
for damages or declaratory or injunctive relief of any kind. 


          2.
Time to accept. Ms. Iverson will have 21 days from the date of the
Separation Agreement to consider whether to sign this Exhibit A. Changes to
this Exhibit A, whether material or immaterial, will not restart the 21-day
consideration period. During this time, CyberOptics advises Ms. Iverson to
consult with an attorney of your choice. To receive the consideration described
in Section 2(b)(ii) of the Separation Agreement, Ms. Iverson must sign this
Exhibit A and return the signed original to the Chief Financial Officer,
CyberOptics Corporation, 5900 Golden Hills Drive, Minneapolis, MN 55416.





          3.
Right to Revoke and Rescind. Ms. Iverson is hereby informed of her right
to revoke her release of claims under this Exhibit A, insofar as it extends to
potential claims under the Age Discrimination in Employment Act, by informing
CyberOptics of her intent to do so within seven (7) calendar days following
your signing of this Exhibit A. Ms. Iverson is also informed of her right to
rescind her release of claims, insofar as it extends to potential claims under
the Minnesota Human Rights Act, by delivering a written rescission to
CyberOptics within fifteen (15) calendar days after your signing of this
Exhibit A. These rescission and revocation periods will run concurrently. Ms.
Iverson understands that any such revocation or rescission must be made in
writing and delivered by hand or by certified mail, return receipt requested,
postmarked on or before the last day within the applicable revocation period to
Chief Financial Officer, CyberOptics Corporation, 5900 Golden Hills
Drive, Minneapolis, MN 55416. If
Ms. Iverson exercises her right to revoke or rescind any portion of this
release of claims, CyberOptics may, at its option, either nullify the
Separation Agreement and this Exhibit A in their entirety, or keep them in
effect in all respects other than as to that portion of your release of claims
that Ms. Iverson has revoked or rescinded (except that your employment ended on
the Termination Date). Ms. Iverson agrees and understands that if CyberOptics
chooses to nullify the Separation Agreement and Exhibit A in its entirety,
CyberOptics will have no obligations under the Separation Agreement and this
Exhibit A.


          3.
Miscellaneous. The signing of this Exhibit A and payment of the
consideration described in the attached Agreement do not represent any
admission of wrongdoing or violation of any statute, agreement, or common law
by CyberOptics. This Exhibit A shall be governed by and interpreted in
accordance with the laws of the State of Minnesota. To the extent any clause or
provision of this Exhibit A shall be determined to be invalid and/or
unenforceable, such a clause or provision shall be deleted and the validity and
enforceability of the remainder of this Exhibit A shall be unaffected. Any
action between Ms. Iverson and CyberOptics relating to her employment or
termination of employment with CyberOptics, including, without limitation,
actions relating to or arising under the Separation Agreement and/or this
Exhibit A, shall be filed and adjudicated exclusively in the state and federal
courts of the State of Minnesota, and Ms. Iverson and CyberOptics hereby
consent to the jurisdiction of such courts for any such action and further
waive any objection to the convenience of the forum or venue.


          4.
Employee Representation. Ms. Iverson agrees and acknowledge that she has
received and read this Exhibit A, that the provisions of this Exhibit A are
understandable to her, and that she fully appreciates and understands the
meaning of the terms of this Exhibit A and their effect. Ms. Iverson agrees
that no promise or inducement has been offered except as set forth in this
Exhibit A, and that Ms. Iverson IS signing this Exhibit A without reliance upon
any statement or representation by CyberOptics or any representative or agent
of CyberOptics except as set forth in this Exhibit A. Ms. Iverson agrees and
acknowledges that she has been provided with a reasonable and sufficient period
of twenty-one (21) days within which to consider whether or not to accept this
Exhibit A, and she has been advised to consult with an attorney for advice in
connection with this Exhibit A prior to signing the Exhibit A, which advice she
has taken. Ms. Iverson acknowledges and agrees that she has entered into this
Exhibit A freely and voluntarily. 


	
  

 	
  

 	
  

 
	
 Dated: January 31, 2014

 	
  

 	
 /s/ Kathleen P. Iverson

 
	
  

 	
  

 	
 Kathleen P. Iverson

 


A-2