EXHIBIT
10.1


TRANSITION
AGREEMENT


This Transition Agreement (the “Agreement”) is
made as of March 4, 2015 (the “Effective Date”), by and between Qumu
Corporation (the “Company”) and James R. Stewart (“Executive”). 


WHEREAS, Executive is employed by the Company as its
Chief Financial Officer;


WHEREAS, the parties have mutually agreed to continue
Executive’s employment for a transition period, on the terms and conditions set
forth in this Agreement, to facilitate a smooth transition to a successor Chief
Financial Officer. 


NOW, THEREFORE, in consideration of the mutual
covenants set forth below, as well as other good and valuable consideration,
the Parties hereby agree as follows: 


          1.          
Transition Period. Subject to the terms and conditions of this
Agreement, the Company will continue to employ Executive and Executive will
remain employed with the Company from the Effective Date through September 30,
2015, unless Executive’s employment with the Company is earlier terminated
pursuant to Section 4(a) (the “Transition Period”). If Executive’s
employment is not earlier terminated pursuant to Section 4(a), Executive
will cease to be an employee of the Company effective September 30, 2015,
without further action by either Executive or the Company. The date of
termination of Executive’s employment with the Company for any reason shall be
the “Separation Date.” 


          2.          
Compensation and Benefits During Transition Period. During the
Transition Period, the Company will pay Executive a base salary at the same
base salary rate in effect for Executive on the Effective Date, subject to applicable
tax withholding and payable in
accordance with the Company’s regular payroll practices. In addition, during the Transition Period,
Executive will continue to participate in such employee benefit plans and
programs for which Executive may be eligible and in which Executive
participated on the Effective Date, pursuant to the terms and conditions of
such plans, including without limitation (i) the long-term incentive program
and related long-term incentive bonus agreement dated February 21, 2013 between Executive and
the Company (“Long-Term Incentive Plan”) and (ii) an annual
physical for 2015 which may be taken through September 30, 2015. Executive
agrees that the termination of Executive’s employment effective September 30,
2015 in accordance with Section 1 of this Agreement shall be deemed to be a
voluntary resignation by Executive for the purposes of the Long-Term Incentive
Plan and for the purposes of any other plan, program, agreement or benefit
relating to severance or separation from employment. All earned but unused
vacation shall be paid with the first payroll following the Separation Date.


          3.          
2015 Incentive Plan. Executive will be eligible to participate
in the short-term cash incentive compensation plan for 2015 as approved by the
Compensation Committee on February 18, 2015 (the “2015 Incentive Plan”)
and Executive shall be treated consistently with how executive officer participants
are treated under the 2015 Incentive Plan and historical practices; provided
that notwithstanding anything to the contrary in the 2015 Incentive Plan
and provided that Executive’s employment is not terminated by the
Company for Cause or by 


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Executive for any reason prior to September 30, 2015 (a) the amount to which Executive would
otherwise be entitled under the 2015 Incentive Plan based upon 2015 performance
shall be multiplied by a fraction, the numerator
of which is the number of days elapsed in the year through the Separation Date
and the denominator of which is 365 and (b) any payment to Executive
under the terms of the 2015 Incentive Plan shall be paid on the same date as
payments are made to executive officer participants in the 2015 Incentive Plan,
but not later than March 15, 2016.


          4.         Employment
During Transition Period. 


	
  

 	
  

 	
  

 
	
  

 	
             a.          If
 Executive’s employment is terminated by the Company for Cause or by Executive
 for any reason prior to September 30, 2015, Executive will not be eligible to
 receive the severance or the other compensation or benefits described in
 Section 6(a). Prior to September 30, 2015, the Company may only terminate
 Executive’s employment for Cause. Executive’s employment during the Transition Period will continue on
 a full-time basis and Executive will devote Executive’s full time, attention,
 skill and efforts as necessary to the faithful performance of such duties; provided,
 however, that notwithstanding the foregoing, the Company may, without
 terminating Executive’s employment, relieve Executive of Executive’s active
 performance of Executive’s duties during the Transition Period at any time in
 its sole discretion.

 
	
  

 	
  

 	
  

 
	
  

 	
             b.          “Cause”
 for purposes of this Agreement has the definition provided in that certain
 Amended and Restated Severance/Change in Control Letter Agreement by and
 between the Company and Executive made as of February 21, 2013 (the “Change
 in Control Agreement”). 

 



          5.         Duties and Authority During Transition Period. During the Transition Period, Executive
will continue to have the responsibilities and to perform the duties of Chief
Financial Officer until such time that the Company appoints a successor Chief
Financial Officer. Following appointment by the Company of a successor Chief
Financial Officer, (a) Executive will be a non-executive officer employee of
the Company with such title, if any, as may be determined by the Company’s
Chief Executive Officer; (b) Executive will report to the Company’s Chief
Executive Officer; (c) Executive’s duties and responsibilities will include
providing transition assistance, completing projects related to Executive’s
prior responsibilities as Chief Financial Officer, and providing such advice,
expertise, or knowledge with respect to Executive’s prior duties as Chief Financial Officer or other
matters in which Executive was involved, and such other duties as may be
requested by the Company’s Chief Executive Officer; (d) or, upon the earlier
request of the Company, Executive will resign all positions then held as an
officer of the Company and as a director or officer of any subsidiary or
affiliated entity of the Company, and will promptly execute and provide to the
Company any further documentation, as requested by the Company, to confirm such
resignation; and (e) Executive will timely
execute and deliver such acknowledgements, instruments, certificates, and other
ministerial documents (including without limitation, certification as to
specific actions performed by Executive in Executive’s capacity as an officer
of the Company) as may be necessary or appropriate to formalize and complete
the applicable corporate records and to ensure compliance with federal
securities laws. 


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           6.      Post-Termination Compensation. 


	
  

 	
  

 	
  

 
	
  

 	
           a.        Subject
 to Section 6(b), the Company will:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
            i.           continue
 to pay Executive’s base salary as in effect for Executive on the Effective
 Date, subject to applicable tax withholding, in accordance with the Company’s
 regular payroll practices for a period of twelve (12) months, beginning with
 the first payroll with a cutoff date following the Effective Release Date;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
            ii.          pay
 Executive an amount equal to the average of the annual short-term incentive
 bonus amounts Executive received with respect to 2012, 2013 and 2014, such
 bonus severance payment to be made in equal installments, subject to
 applicable tax withholding, in accordance with the Company’s regular payroll
 practices over a period of twelve (12) months, beginning with the first
 payroll with a cutoff date following the Effective Release Date; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
            iii.         if
 Executive is eligible for and elects COBRA or state continuation of the
 Company’s health, dental and group life insurance benefits, pay the portion
 of such COBRA premium that it pays for active employees until the earlier of:
 (A) twelve (12) months from the date COBRA coverage begins; or (B) the date
 COBRA coverage otherwise terminates. Executive shall pay the remaining
 portion of the premiums for such benefits during such period and, if
 applicable, the full premium thereafter. Payment of the COBRA premium shall
 be made contemporaneous with the date the premiums are incurred and may not be
 exchanged for any other benefit or cash payment. Payment of premiums in one
 year will not affect the payment of premiums in any other year. In the event
 the payment of premiums under this paragraph would result in a discriminatory
 benefit under the Patient Protection and Affordable Care Act (the “Act”),
 the amount of the payment shall be treated as taxable income to Executive, or
 otherwise revised to comply with the Act, preserving, to the greatest extent
 possible, the economic benefit provided by such premium payment.

 
	
  

 	
  

 	
  

 
	
  

 	
           The
 term “Effective Release Date” means the date of expiration of any
 right to rescind or revoke the properly executed, delivered and accepted
 Release (as defined below) as provided therein.

 
	
  

 	
  

 	
  

 
	
  

 	
           b.        Notwithstanding
 any other provision of this Agreement, the Company will pay to Executive the
 severance and provide the other compensation and benefits described in
 Section 6(a) only if Executive satisfies all of the following
 conditions: (i) Executive does not resign from employment with the
 Company prior to September 30, 2015; (ii) Executive is not terminated by the
 Company for Cause prior to September 30, 2015; (iii) following September 30, 2015
 but on or before October 21, 2015, Executive signs and does not rescind or
 revoke a release of claims in favor of the Company and its affiliates and
 related entities, and their directors, officers, insurers, employees and
 agents, in the form attached to this Agreement as Exhibit A (subject
 to revisions due to changes in applicable laws) (the “Release”);
 (iv) Executive has not breached Executive’s 

 





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 obligations pursuant to
 the terms of this Agreement; and (v) Executive has not breached Executive’s
 obligations pursuant to that certain Nondisclosure and Noncompetition
 Agreement dated the Effective Date by and between the Company and Executive
 (the “Confidentiality Agreement”) provided that, in the event of a
 breach of the Confidentiality Agreement that by its nature is capable of
 being cured, Executive shall have the opportunity to cure such breach within
 30 days after delivery to Executive of a notice from the Company requesting
 cure. If Executive does not satisfy all of the conditions of this Section
 6(b), Executive will be deemed to have waived any right to severance
 and other compensation or benefits under Section 6(a).

 
	
  

 	
  

 	
  

 
	
  

 	
           c.          Each
 installment of the severance and other compensation or benefits described
 above shall be considered a separate payment for purposes of Section 409A of
 the Internal Revenue Code of 1986 (the “Code”). Executive acknowledges
 that Executive is not relying upon advice or representation of the Company
 with respect to the tax treatment of any of the compensation set forth or
 described herein. The benefits provided in Section 6(a) are intended to be
 exempt from or compliant with Section 409A of the Code. The Company
 makes no representation or warranty and shall have no liability to Executive
 or to any other person if any of the provisions of this Agreement, including
 Section 6(a), are determined to constitute deferred compensation subject to
 Section 409A but not to satisfy an exemption for, or the conditions of,
 that section. Notwithstanding anything to the contrary, if on the date of
 Executive’s “separation from service” (within the meaning of Treas. Reg.
 §1.409A-1(h)), Executive is a “specified employee” within the meaning of
 Treas. Reg. §1.409-1(i), then payment of any amount under this Agreement that
 constitutes nonqualified deferred compensation shall be delayed until the earlier
 of (i) the first day of the seventh month following Executive’s separation
 from service or the first date on which such payment would not be
 non-deductible as a result of Section 162(m) of the Code, whichever is later;
 or (ii) Executive’s death, and in the event any such payment is so delayed,
 the amount of the first payment shall be increased for interest earned on the
 delayed payment based upon interest for the period of delay, compounded
 annually, equal to the prime rate (as published in the Wall Street Journal)
 in effect as of the date the payment should otherwise have been provided.

 
	
  

 	
  

 	
  

 
	
  

 	
 7.       Other
 Post-Termination Obligations.

 
	
  

 	
  

 	
  

 
	
  

 	
           a.          Upon
 termination of Executive’s employment with the Company, Executive will resign
 all positions then held by Executive, including any director, officer or
 other position with any subsidiary or affiliated entity of the Company, and
 will promptly execute and provide to the Company any further documentation,
 as requested by the Company, to confirm such resignation.

 
	
  

 	
  

 	
  

 
	
  

 	
           b.          Executive
 acknowledges and agrees that Executive will continue to be a designated
 insider under the Qumu Corporation Policy
 Regarding Buying and Selling Securities – Insider Trading until either
 (i) Executive’s Separation Date, if such date occurs during an open
 trading window; or (ii) such date that the trading window for insiders
 opens, if Executive’s Separation Date occurs during a closed trading window.

 






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          8.          Post-Employment
Assistance. If Executive satisfies all of conditions of Section 6(b), then
for a period from the Separation Date through March 31, 2016 (the “Assistance
Period”), Executive agrees to cooperate with the Company in providing
reasonable assistance as requested by the Company with respect to the
transitioning of Executive’s work, and that Executive will be available to the
Company for these purposes or any other purposes reasonably requested by the
Company. This cooperation and assistance (the “Post-Employment Assistance”) is
expected to include availability to answer questions regarding the operation of
the Company and the finance department and, if necessary, to attend meetings.
The time commitment for the Post-Employment Assistance will be limited to
twenty hours per month. The Company does not intend for the Post-Employment
Assistance to interfere with Executive obtaining new employment on a part- or
full-time basis provided that such new employment permits the Post-Employment
Assistance and is not in violation of the Confidentiality Agreement. The
Company shall, to the extent practicable, provide Executive with advance (via
email and/or phone) notice of any Post-Employment Assistance it requires from
Executive during the Assistance Period and shall endeavor to reasonably
accommodate Executive’s personal and potential new employment schedule in
requesting the Post-Employment Assistance. In addition, if practical, Executive
may offer Post-Employment Assistance during non-business hours (evenings and
weekends) and doing so would not be a violation of this Section 8. As
payment for Executive’s availability to provide Post-Employment Assistance, the
Company will make a lump sum payment to Executive on January 8, 2016 of $57,000
and on April 8, 2016 of $57,000 provided that Executive has complied with
Executive’s obligations under this Section and the Confidentiality Agreement; provided that, in the event of a breach of
the Confidentiality Agreement that by its nature is capable of being cured,
Executive shall have the opportunity to cure such breach within 30 days after
delivery to Executive of a notice from the Company requesting cure.


          9.          Public
Statements. Executive hereby acknowledges and agrees that the Company will
be required under federal securities laws to disclose the terms of this
Agreement and to file a copy of this Agreement with the Securities and Exchange
Commission. Executive will not defame or disparage the reputation, character,
image, products or services of the Company, or the reputation or character of
the Company’s directors, officers, employees or agents. Officers and directors
of the Company will not defame or disparage the reputation or character of
Executive. Nothing in this Section will be construed to limit or restrict
Executive or the Company from taking any action that such party in good faith
reasonably believes is necessary to fulfill such party’s fiduciary obligations
to the Company or from providing truthful information in connection with any
legal proceeding, government investigation or other legal matter. 


          10.        Tax
Withholding. The Company may withhold from any amounts payable under this
Agreement such federal, state and local income and employment taxes as the
Company shall determine are required to be withheld pursuant to any applicable
law or regulation. The Company makes no assurances to Executive as to the tax
treatment of any payments hereunder and, except with respect to tax amounts
withheld by the Company, Executive will be responsible for payment and remittance
of all taxes due with respect to compensation received or imputed under this
Agreement. 


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          11.        Assignment.
This Agreement is binding on Executive and on the Company and its successors
and assigns. The rights and obligations of the Company under this Agreement may
be assigned to a successor, including, but not limited to, a purchaser of all
or substantially all of the business or assets of the Company. No rights or
obligations of Executive hereunder may be assigned by Executive’s to any other
person or entity. 


	
  

 	
  

 	
  

 
	
           12.        Entire Agreement; Effect on Prior Agreements.
 

 
	
  

 	
  

 	
  

 
	
  

 	
              a.          This
 Agreement, the Confidentiality Agreement, the Long-Term Incentive Plan, any written stock option agreements
 and restricted stock award agreements to which Executive and the Company are
 parties, and the 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 or referenced
 explicitly in this Agreement, such other agreements or such other plans are
 intended by either party to be legally binding.

 
	
  

 	
  

 	
  

 
	
  

 	
              b.          This
 Agreement supersedes both the offer letter from the Company to Executive
 dated July 6, 2010 and the Change in Control Agreement, which both shall terminate and have no further force and
 effect as of the Effective Date.

 
	
  

 	
  

 	
  

 
	
  

 	
              c.          The
 Company and Executive hereby amend the Confidentiality Agreement such that
 the non-compete obligations of Executive pursuant to Section 3(b) of the
 Confidentiality Agreement and the notification obligations of Executive
 pursuant to Section 7 of the Confidentiality Agreement shall be in effect for
 a period of one (1) year following the Separation Date. Executive
 acknowledges and agrees that the Confidentiality Agreement, as amended by
 this Agreement, remains in full force and effect and Executive affirms
 Executive’s continuing obligations to the Company under the Confidentiality
 Agreement, as amended hereby. Executive agrees that the Company may, in
 addition to other remedies provided under the Confidentiality Agreement,
 withhold payments due to Executive under this Agreement for violation of the
 Confidentiality Agreement; provided
 that, in the event of a breach of the Confidentiality Agreement that by its
 nature is capable of being cured, Executive shall have the opportunity to
 cure such breach within 30 days after delivery to Executive of a notice from
 the Company requesting cure.

 



          13.        Amendments.
No amendment or modification of this Agreement will be effective unless made in
writing and signed by Executive and the Company. 


          14.        No
Waiver. No term or condition of this Agreement shall be deemed to have been
waived, except by a statement in writing signed by the party against whom
enforcement of the waiver is sought. Any written waiver shall not be deemed a
continuing waiver unless specifically stated, shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such
term or condition for the future or as to any act other than that specifically
waived. 


          15.        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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        16.          Governing
Law. All matters relating to the interpretation, construction, application,
validity and enforcement of this Agreement shall be governed by the laws of the
State of Minnesota without giving effect to any choice or conflict of law
provision or rule, whether of the State of Minnesota or any other jurisdiction,
that would cause the application of laws of any jurisdiction other than the
State of Minnesota. 


        17.          Jurisdiction
and Venue. Executive and the Company consent to jurisdiction of the courts
of the State of Minnesota and/or the United States District Court, District of
Minnesota, for the purpose of resolving all issues of law, equity, or fact
arising out of or in connection with this Agreement. Any action involving claims of a breach of this
Agreement must be brought exclusively in such courts. Each party consents to
personal jurisdiction over such party in the state and/or federal courts of
Minnesota and hereby waives any defense of lack of personal jurisdiction. The
Company agrees that if Executive prevails in any legal action relating to the
Company’s breach or threatened breach of any term of this Agreement or the
Confidentiality Agreement, Executive shall be entitled to payment of his
reasonable attorney fees’ and costs incurred in bringing and prevailing in such
an action.


        18.          Waiver
of Jury Trial. To the extent permitted by law, Executive and the Company
waive any and all rights to a jury trial with respect to any dispute arising
out of or relating to this Agreement. 


        19.          Notices.
Any notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given when (a) delivered
personally; (b) one business day after being sent by a national overnight
courier service; or (c) three business days after being sent by registered
or certified mail, postage prepaid, and addressed as follows: 


	
  

 	
  

 
	
 If to the Company:

 	
 Chief Executive Officer

 
	
  

 	
 Qumu Corporation

 
	
  

 	
 7725 Washington Avenue
 South

 
	
  

 	
 Minneapolis, MN 55439-0242

 
	
  

 	
  

 
	
 If to Executive:

 	
 James R. Stewart

 
	
  

 	
 [address]

 
	
  

 	
 [address]

 



        20.          Counterparts.
This Agreement may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement. 


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IN WITNESS WHEREOF, the parties have executed this
Transition Agreement on the date first stated above. 


	
  

 	
  

 
	
  

 	
 QUMU CORPORATION

 
	
  

 	
  

 
	
  

 	
 /s/ Sherman L. Black



 
	
  

 	
 Sherman L. Black, Chief
 Executive Officer

 
	
  

 	
  

 
	
  

 	
 /s/ James R. Stewart



 
	
  

 	
 James R. Stewart 

 






8




EXHIBIT A


RELEASE BY
JAMES R. STEWART


THIS RELEASE AGREEMENT (the
“Release Agreement” or the “Release”) is entered into as of __________, by and
between Qumu Corporation (“Qumu” or the “Company”) and James R. Stewart. 


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.

 	
 Qumu means Qumu Corporation, any
 company related to Qumu Corporation in the present or past (including,
 without limitation, its predecessors, parents, subsidiaries, affiliates, and
 divisions), and any successors of Qumu Corporation. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 C.

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Agreement means the Transition
 Agreement between Qumu and me made as of March 4, 2015. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 My Claims means all of my rights
 that I now have to any relief of any kind from the Company, including without
 limitation: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 all claims arising out of or relating to my
 employment with Qumu or the termination of that employment, or otherwise,
 including, without limitation, all claims arising out of or relating to the
 Company’s Offer Letter to me dated July 6, 2010, the Amended and Restated
 Severance/Change in Control Letter Agreement between me and Qumu made as of
 February 21, 2013, the long-term
 incentive program and related long-term incentive bonus agreement dated February 21, 2013 between me and the
 Qumu, and the Company’s short-term cash incentive compensation plan
 for 2015;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 all claims arising out of or relating to the
 statements, actions, or omissions of the Company;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 all claims I may have for wages, bonuses, deferred
 compensation, commissions, penalties, vacation pay, separation pay and/or
 benefits, defamation, improper discharge or retaliation (based on contract,
 common law, or statute, including any federal, state or local statute or
 ordinance prohibiting discrimination or retaliation in employment), alleged
 violation 

 





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 of the Minnesota Human Rights Act, Title VII of the
 Civil Rights Act of 1964 as amended, the Older Workers Benefit Protection Act
 and Age Discrimination in Employment Act, the Americans with Disabilities
 Act, the Family and Medical Leave Act, and any claim for discrimination,
 harassment, retaliation, or reprisal based on a protected class under local,
 state or federal law.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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, base salary, bonuses, commissions, incentive compensation
 (whether payable in cash or equity and whether performance or time based),
 equity compensation of any kind (including stock options or restricted
 stock), vacation pay, perquisites, relocation expenses, 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;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.

 	
 all claims that a past unlawful decision has or
 has had a continuing effect on my compensation; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.

 	
 all claims for attorneys’ fees, costs, and interest.

 



However, My Claims
does 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; any claims
for breach of the Agreement; any rights I have under any written stock option
or restricted stock award agreement with Qumu; my right to benefits under any
employee benefit plan sponsored by Qumu in which I am currently a participant;
or any rights that I may have to indemnification from Qumu as a current or
former officer, director, or employee of Qumu, including without limitation
indemnification rights under applicable laws, the Articles of Incorporation or
Bylaws of Qumu, or any liability insurance policy maintained by Qumu. 


Not withstanding the
foregoing, I understand that nothing contained in this Release Agreement shall
be construed to prohibit me from seeking recourse through a government agency
exercising any rights that are not allowed to be released by law or to testify,
assist, or participate in an investigation, hearing or proceeding conducted by
a state or federal governmental agency regarding a charge or claim of alleged
discrimination, harassment or retaliation filed with the 


10




governmental agency. I
understand, however, that this Release includes a release of my right to file a
court action or to seek individual remedies or damages in any court action
filed by any such government agency and my release of these rights shall apply
with full force and effect to any proceedings arising from or relating to such
recourse including, but not limited to, the right to monetary damages or other
individual legal or equitable relief awarded by any governmental agency. 


Further, I understand that
nothing contained in this Release shall prevent me from providing a copy of this
Release to a human rights agency including, but not limited to, the Equal
Employment Opportunity Commission (“EEOC”), to demonstrate that I have
knowingly and voluntarily executed a general release of claims or from
providing information to the EEOC or any similar government agency regarding
any employee disputes (including, but not limited to, my own). 


Agreement to Release My Claims. I
acknowledge that I will receive consideration from Qumu as set forth in the
Agreement if I sign and do not rescind or revoke this Release as provided
below. I understand and acknowledge that that consideration is in addition to
anything of value that I would be entitled to receive from Qumu if I did not
sign this Release or if I rescinded or revoked this Release. In exchange for
that consideration, I hereby release, agree not to sue, and forever discharge
the Company from all of My Claims to the full extent allowed by law. 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
consideration for the release of My Claims. 


Additional Agreements and
Understandings. Even though Qumu 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. 


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. 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. 


Period to Consider the Release. I
understand that I have 21 days from the day that I receive this Release, not
counting the day upon which I receive it, 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 and I waive any remaining days in the
21-day period. 


My Right to Rescind/Revoke this
Release. I understand that I have the right to revoke
this Agreement within 7 calendar days of signing this Agreement to reinstate
federal claims under the Age Discrimination in Employment Act and that I have
the right to rescind this Agreement within 15 calendar days of signing this
Agreement to reinstate claims arising under the Minnesota Human Rights Act.
This Release will not become effective or enforceable unless and until the
7-day or 15-day revocation or rescission period has expired without my revoking
or rescinding it. 

11




Procedure for Accepting or Rescinding/Revoking
the Release. To accept the terms of this Release, I must
deliver the Release, after I have signed and dated it, to Qumu by hand or by
mail no later than the last day of the 21-day period that I have to consider
this Release. To rescind or revoke my acceptance of this Release, I must
deliver a written, signed statement that I rescind or revoke my acceptance to
Qumu by hand or by mail within the applicable rescission or revocation period.
All deliveries must be made to Qumu at the following address: 


	
  

 	
  

 
	
  

 	
 Chief Executive Officer

 
	
  

 	
 Qumu Corporation 

 
	
  

 	
 7725 Washington Avenue
 South

 
	
  

 	
 Minneapolis, MN 55439-0242

 



If I choose to deliver my
acceptance or the rescission/revocation of my acceptance by mail, it must be: 


	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 postmarked within the period
 stated above; and 

 
	
  

 	
 (2)

 	
 properly addressed to Qumu
 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 Qumu.
No child support orders, garnishment orders, or other orders requiring that
money owed to me by Qumu be paid to any other person are now in effect. 


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. I am voluntarily releasing My Claims
against the Company. I intend this Release and the Agreement to be legally
binding. 


	
  

 	
  

 	
  

 
	
  

 	
 James R. Stewart

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  



 	
  

 
	
  

 	
 Date

 	
  

 



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