EXHIBIT
10.1


 


SEPARATION AGREEMENT AND RELEASE OF CLAIMS

Andrew K. Borgstrom


 


I.                                         Definitions.  I intend all words used in this Separation
Agreement and Release of Claims (“Agreement”) to have their plain meanings in
ordinary English.  Specific terms that I
use in this Agreement have the following meanings:


 


A.                                   I, me,
and my include both me (Andrew K. Borgstrom) and anyone who has or
obtains any legal rights or claims through me.


 


B.                                     Analysts
International means Analysts International Corporation and any related
or affiliated business entities in the present or past, including without
limitation, its or their predecessors, successors, parents, subsidiaries,
affiliates, joint venture partners, and divisions.


 


C.                                     Company means Analysts
International; the present and past Board of Directors, shareholders, officers
and employees of Analysts International; Analysts International’s insurers; and
anyone who acted on behalf of Analysts International or on instructions from
Analysts International.


 


D.                                    Employment
Agreement means the Employment Agreement with the Company
which I signed on December 17, 2009 (together with Exhibit A thereto,
“Incentive Stock Option Agreement”).


 


E.                                      My Claims means any and all claims, actions, rights, causes
of action and demands, known or unknown, arising at law, in equity, or
otherwise, from the beginning of time and continuing through and up to the date
on which I sign this Agreement, which I have or may have against the Company, including
without limitation:


 


1.                                       all claims
arising out of or relating to my employment with Analysts International or the
termination of that employment, including but not limited to any claims based
on, relating to or arising out of My Employment Agreement (as such term is
hereinafter defined);


 


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 any federal, state, or local statute,
ordinance, or regulation, including without limitation claims under Title VII
of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et  seq.; the
Age Discrimination in Employment Act, as amended by the Older Workers Benefit
Protection Act of 1990, 42 U.S.C. § 2000e et seq.; the
Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.;  the Civil
Rights Act of 1866, 42 U.S.C. § 1981; the Civil Rights Act of 1991, 42 U.S.C. §
1981a; the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.;
the National Labor Relations Act, 29 U.S.C. § 151 et seq.;
the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq.;
the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq.; the
Genetic Information Nondiscrimination Act of 2008, Pub. L. No. 110-233,
122 Stat. 881 (codified as amended in scattered sections of 29 U.S.C. and 42
U.S.C.); the Employee Retirement Income Security Act (except for any vested
claim for benefits under a qualified retirement plan 


 

















 


that may be brought pursuant
to 502(a)(1)(B) of ERISA), 29 U.S.C. § 1001 et seq.;
the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq.; the Equal Pay Act (codified in scattered sections
of 29 U.S.C.); the Minnesota Human Rights Act, Minn. Stat. § 363A.01 et seq.; the Illinois Human Rights Act, 775 ILCS 5/101, et. seq.; the Illinois Wage Payment and Collection Act (820
ILCS 115/1-16), any applicable local human rights ordinance; and any claim
arising under Minn. Stat. Chapters 177 and 181;


 


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 or reimbursement of any kind, including without limitation,
salary, wages, bonuses, commissions, stock-based compensation, vacation pay,
paid time off, fringe benefits, relocation and moving costs, and expense
reimbursements;


 


6.                                       all claims for
reimbursement of the apartment and vehicle lease costs referenced in Section 4
of my Employment Agreement, except to the extent expressly addressed in this
Agreement;


 


7.                                       all claims for
reinstatement or other equitable relief; back pay, front pay, compensatory
damages, damages for alleged personal injury, liquidated damages and punitive
damages; and


 


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


 


However,
My Claims does not include: (1) any claims that the law does not
allow to be waived; (2) any claims that may arise after the date on which
I sign this Agreement; (3) any claims for indemnification of me by the
Company to which I have a right under Section 17.1 of my Employment Agreement,
the Company’s By-laws or Articles of Incorporation, and/or Minnesota law; or (4) any
claims to be insured by any insurance policy that has been or is now held by
the Company which covers my actual or alleged actions or omissions while
employed by the Company.


 


II.                                     Termination
of Employment, Resignation from the Board of Directors and Agreement to Release
My Claims.


 


A.                                   I have resigned
from my employment as President and chief Executive Officer with (and my
positions as an officer and director of) Analysts International effective as of
the close of business on September 28, 2010.  My signature on this Agreement constitutes my
irrevocable resignation from the Board of Directors of the Company.


 


B.                                     Provided I
perform all of my obligations under this Agreement and do not revoke this
Agreement within the fifteen (15) day revocation period as set forth below, I
will receive severance (“Severance Compensation”) from Analysts International
as follows:


 


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i.                                          Analysts
International will provide a single, lump sum payment equal to ninety (90) days
pay, at my current rate of pay and subject to normal withholdings, in the form
of a check to be mailed to me on the first business day on or after the
sixteenth (16th) day after I sign this Agreement;


 


ii.                                       Analysts
International will reimburse my medical insurance premium payments made under
the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period of
three (3) months starting as of October, 2010, the first month after my
coverage as an employee ends, provided that Analysts International receives
sufficient evidence of proof of such payments during the COBRA period and I
remain eligible for such coverage; and


 


iii.                                    Analysts
International will enter into the Transitional Services Agreement of even date
herewith.


 


I understand that I may continue my COBRA coverage at my own expense
for any remaining period of COBRA eligibility after Analysts International
stops its monthly premium payments.  I
understand that the date of my employment termination, September 28, 2010,
is my qualifying event for COBRA purposes. 
I understand that I will have 90 days following September 28, 2010,
to exercise any of my vested stock options of Analysts International, including
through cashless exercise to the full extent permitted under the applicable Analysts International plan
documents.  I understand that pursuant to the terms of
the applicable Analysts International plan documents, all of my unvested stock
options are forfeited.


 


C.                                     My Severance
Compensation is contingent upon me signing and not revoking this Agreement as
provided below.  I understand and
acknowledge that the Severance Compensation is in addition to anything of value
that I would be entitled to receive from Analysts International if I did not
sign this Agreement or if I revoked this Agreement.


 


D.                                    In exchange for
the Severance Compensation, I give up, settle and release all of My
Claims and I agree to abide by this Agreement in all respects.  I understand and agree that through this
release I am extinguishing all of My Claims occurring up to the date on which I
sign this Agreement.  The Severance
Compensation that I am receiving is a fair compromise for my undertakings in this
Agreement.


 


E.                                      Notwithstanding
the foregoing, I understand that nothing contained in this Agreement
purports to limit any right I may have to file a charge with the Equal
Employment Opportunity Commission or other administrative agency or to
participate in an investigation or proceeding conducted by the Equal Employment
Opportunity Commission or other investigative agency.  This Agreement does, however, waive and
release any right to recover monetary damages resulting from such investigation
or litigation.


 


III.                                 Company’s
Release of Claims.  In exchange for
my execution of this Agreement, including the release of My Claims, the Company
gives up, settles and releases any and
all claims, actions, rights, causes of action and demands, known or unknown,
arising at law, in equity, or otherwise, from the beginning of time and
continuing through and up to the date on which I sign this Agreement, which the
Company has or may have against me, including without limitation: (a) all
claims arising out of or relating to my employment with Analysts International
or the termination of that employment, including but not limited to any claims based
on, relating to or arising out of my Employment Agreement; (b) all claims
arising out of or relating to my statements, actions or omissions; (c) all
claims for 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, defamation, infliction of emotional distress, fraud,
misrepresentation, negligence, harassment, retaliation or reprisal, assault,
battery, false imprisonment, invasion of privacy, interference with contractual
or business relationships, or violation of any other principle of common law; (d) all
claims for compensation or reimbursement of any kind; (e) all claims for
equitable relief, compensatory


 


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damages, damages for alleged personal injury, liquidated damages, or
punitive damages; and (f) all claims for attorneys’ fees, costs or
interest; provided, however, that the Company is not releasing
any claims based on any willful
misconduct or gross negligence by me while employed by the Company, any
claims that the law does not allow to be waived, or any claims that may arise
after the date on which the Company signs this Agreement.


 


IV.                                No
Admission of Liability. 
Even though Analysts International will provide Severance Compensation
for me to settle and release My Claims and to otherwise abide by this
Agreement, 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 or to
pay any severance to me, denies that it engaged in any unlawful or improper
conduct toward me, and denies that it treated me unfairly or acted wrongfully.


 


V.                                    Acknowledgement of Risk of Change in Facts or Law.  I acknowledge that the facts and
the law material to this Agreement may turn out to be different from or
contrary to my present belief, and I assume the risk that such differences may
arise.  I acknowledge and represent that
I have not relied on any representations of the Company or the Company’s
counsel in entering into this Agreement. 
Once the fifteen (15) day revocation period below has expired, I intend that the release granted herein
shall be final, complete, irrevocable and binding in all events and
circumstances whatsoever.


 


VI.                                Advice
to Consult with an Attorney. 
My decision whether to sign this Agreement is my own voluntary decision
made with full knowledge that the Company has advised me to consult with an
attorney.


 


VII.                            Period
to Consider this Agreement.  I understand that I have through October 19,
2010 (which, I acknowledge, is no less than twenty-one (21) calendar days
from the date I first received this Agreement) to consider whether I wish to
sign this Agreement.  I understand that
if I sign this Agreement prior to October 19, 2010, or choose to forego
the advice of legal counsel, I do so freely and knowingly, and I waive any
and all further claims that such action or actions would affect the validity of
this Agreement.  I understand that any
changes to this Agreement, whether material or not material, do not restart the
period during which I can consider whether to sign this Agreement.


 


If I elect not to execute and return this Agreement
on or before October 19, 2010, I further understand that the offer
contained herein shall terminate and Analysts International shall be under no
obligation to provide the Severance Compensation and the benefits provided herein.


 


VIII.                        My
Right to Revoke this Agreement. 
I understand that I have the right to revoke the release of claims
contained in Paragraph II with regard to claims arising under the Minnesota
Human Rights Act, Minnesota Statutes Chapter 363A, within fifteen (15) calendar
days of my signing this Agreement, and with regard to my rights arising under
the federal Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., within seven (7) calendar days of my signing
this Agreement.  The two revocation periods
shall run concurrently.  This Agreement
will not become effective or enforceable unless and until the fifteen (15) day
revocation period has expired without my revoking it.  I understand that if I revoke this Agreement,
all of Analysts International’s obligations to me under this Agreement will
immediately cease and terminate, and Analysts International will owe me no
amounts hereunder.  If I do not revoke
this Agreement within said fifteen (15) day period, I understand that
Analysts International will pay the Severance Compensation to me when that
fifteen (15) day period expires.


 


IX.                                Procedure
for Accepting or Revoking this Agreement.  To accept the terms of this
Agreement, I must deliver the Agreement, after I have signed and dated it,
to Analysts International by hand or by certified mail, return receipt
requested on or before October 19, 2010. 
To revoke my acceptance, I must deliver a written, signed statement
that I revoke my acceptance by hand or by certified mail, return receipt
requested, within the fifteen (15) day revocation period.  All certified mailings and hand deliveries
must 


 


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be made to Analysts International at the following
address:


 


Jill
Dose

Analysts International Corporation

3601 West 76th Street

Edina, MN 55435


 


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


 


1.                                       postmarked
within the period stated above; and


 


2.                                       properly
addressed to Jill Dose, Analysts International, at the address stated above.


 


X.                                    Confidentiality.  I acknowledge and agree to abide by Sections
9 and 10 of my Employment Agreement, which governs my use and disclosure of “Confidential
Information” (as such term is defined in Section 9.2 of my Employment
Agreement).  Without limiting the
foregoing, I agree that I will keep confidential, and will not use for my
benefit or for the benefit of any other company or person, confidential
Analysts International business information (including, but not limited to, the
identity of Analysts International customers and prospective customers and
their requirements for IT consulting and other services provided by Analysts
International), salary information as to other employees of the Company,
contract rates and contract expiration dates, details of Analysts International
projects, business, marketing and strategic plans, and Company or office
financial information.  I recognize that
the Company has furnished any information of this type to me in confidence on
the understanding that I would not disclose or use it for the advantage of
myself or anyone other than Analysts International.


 


XI.                                Non-Solicitation
and Non-Interference.  I acknowledge
and agree to abide by Section 11 of my Employment Agreement, which
contains Restrictions against Solicitation and Non-Interference, for which I
acknowledge sufficient prior consideration was given.


 


XII.                            Restrictions
Against Competition.  I acknowledge
and agree to abide by Section 12 of my Employment Agreement, which
contains Restrictions Against Competition, for which I acknowledge sufficient
prior consideration was given.


 


XIII.                        Non-Disparagement.  I acknowledge and agree to abide by Section 16
of my Employment Agreement, which contains mutual restrictions against
disparagement.  Without limiting the foregoing,
both I and the Company agree not to make negative or disparaging remarks or
comments about each other, including, in the case of the Company, about its
officers, directors, management, employees, products or services.


 


XIV.                       Return
of Property.  I agree that I will not retain any copies of
Company property or documents.  I agree
that this obligation is ongoing and that if I subsequently discover any
additional Company property that I will promptly return it to Analysts
International.  I represent that I have
delivered and returned to the Company (or will do so not later than the close
of business on October 19, 2010) (a) all materials of any kind in my
possession (or under my control) incorporating Confidential Information (as
such term is defined in any applicable agreement between me and the Company) or
otherwise relating to the Company’s business (including but not limited to all
such materials and/or information stored on any computer or other storage
device owned or used by me), and (b) all Company property in my possession
(or under my control), including (but not limited to) computers, computer
software applications, cellular telephones, pagers, credit cards, keys,
records, files, manuals, books, forms, documents, letters, memoranda, data, tables,
photographs, video tapes, audio tapes, computer disks and other computer
storage media, all materials


 


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that include “Confidential Information” (as such
term is defined in Section 9.2 of my Employment Agreement), trade secrets,
and all copies, summaries or notes of any of the foregoing.


 


XV.                           No
Other Promises or Representations. 
I agree that no promise or representation, other than the promises and
representations expressly contained in this Agreement, has been made to me by
the Company.


 


XVI.                       Interpretation
of this Agreement.  This Agreement should be interpreted as
broadly as possible to achieve my intention to resolve all of My Claims against
the Company and to otherwise fulfill my obligations under this Agreement.  If any provision of this Agreement is found
to be illegal and/or unenforceable, such provision shall be severed and
modified to the extent necessary to make it enforceable; and as so severed or
modified, the remainder of this Agreement shall remain in full force and effect
and enforceable with respect to the release of all the remainder of My Claims.


 


XVII.                   Voluntary
Release.  I have read this Agreement carefully.  I understand all of its terms.  In signing this Agreement, I have not
relied on any statements or explanations made by the Company except as
specifically set forth in this Agreement. 
I am voluntarily releasing My Claims against the Company without
coercion, duress or reliance on any representations by the Company including,
but not limited to, any Analysts International employee, agent or attorney and
I am voluntarily undertaking my other obligations under this Agreement without
coercion, duress or reliance on any representations by any Analysts
International employee, agent or attorney. 
I intend this Agreement to be legally binding.


 


XVIII.               Securities
Law Compliance.  I acknowledge receipt of a
memorandum from the Company pertaining to my obligations under the Securities
Exchange Act of 1934, and further acknowledge that such obligations are
personal and continuing.


 


XIX.                       Apartment;
Vehicle; Relocation Assistance. 
Provided that I perform all of my obligations under this Agreement and
do not revoke this Agreement within the fifteen (15) day revocation period as
set forth below, the Company (a) will reimburse me, through March 31,
2011, for (i) the cost of the apartment I rented in Edina, Minnesota, up
to (and not to exceed) $1,600.00 per month, and (ii) car expenses up to
(and not to exceed) $440 per month, and (b) will also purchase two (2) airfare
tickets for roundtrip coach (economy class) travel between Chicago and
Minneapolis.  I must coordinate the
purchase of these tickets with Jill Dose of AIC, who will make the necessary
reservations and purchase the tickets for me.


 


XX.                           Governing
Law; Jurisdiction and Venue.  This Agreement is governed by and shall be
construed in accordance with the laws of the State of Minnesota and any dispute
related thereto shall be exclusively venued in the state or federal courts of
Minnesota located in Hennepin County, Minnesota.  In the event litigation results involving
this Agreement, the unsuccessful party agrees to pay the prevailing party’s
reasonable attorneys’ fees and costs.


 


XXI.                       Other
Agreements.  I understand that this Severance Agreement and
Release of Claims, the employee benefit plans of Analysts International in
which I will continue as a participant following my termination from
employment, and the Consulting Agreement of even date herewith, contain all of
the agreements between the Company and me. 
Except as expressly provided herein, these agreements expressly
supersede all other written and oral agreements the Company and I may have,
including, but not limited to, my Employment Agreement (together with Exhibit A
thereto, “Incentive Stock Option Agreement”). 
The Company and I fully understand and acknowledge that this Agreement
supersedes and replaces my Employment Agreement and that, from and after the
effective date of this Agreement, except as expressly provided herein and
except for Section 18 of my Employment Agreement (“Survival”), neither the
Company nor I will have any rights or obligations under my Employment Agreement
or any exhibit thereto, whether to severance, change of control payments, stock
options, or otherwise.  Any additions or


 


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changes to this Agreement must be in writing and
signed by both parties.


 


XXII.                   Survival.  I understand that the provisions of this
Agreement that, by their nature and content, must survive the completion,
revocation, termination or expiration of this Agreement in order to achieve the
fundamental purposes of this Agreement (including but not limited to the
provisions of paragraphs II, III, IV, IX, X, XI, XII, XIII, XVII
and XIX of this Agreement) will survive the termination of my employment and
the termination, for any reason, of this Agreement.


 


XXIII.               Release as Evidence.  I understand and agree that in the event that
any claim, suit or action shall be commenced by me against the Company that falls
within the definition of “My Claims,” this Agreement shall constitute a
complete defense to any such claims, suits or actions so instituted.  Likewise, the Company understands and agrees
that that in the event that any claim, suit or action shall be commenced by the
Company against me that the Company has released in Section III above,
this Agreement shall constitute a complete defense to any such claims, suits or
actions so instituted.


 


XXIII.               Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which, when
taken together, shall constitute one and the same instrument.  Both parties agree that signature pages may
be detached from separate counterparts and attached to a separate counterpart
so that all signature pages are physically attached to the same
document.  Transmission by facsimile or
in PDF format of an executed counterpart to this Agreement will be deemed due
and sufficient delivery of such counterpart, and a photocopy of an executed
counterpart sent by facsimile transmission or electronically in PDF format may
be treated by the parties as a duplicate original.


 


[THIS SPACE INTENTIONALLY LEFT BLANK]


 


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By signing below, I,
Andrew K. Borgstrom, acknowledge and agree to the terms and conditions of this
Separation Agreement and Release of Claims including, without limitation, the
following:


 


·                                          I have had
adequate time to consider whether to sign this Separation Agreement and Release
of Claims.


 


·                                          I have read
this Separation Agreement and Release of Claims carefully.


 


·                                          I understand
and agree to all of the terms of the Separation Agreement and Release of
Claims.


 


·                                          I am knowingly
and voluntarily releasing My Claims against the Company (as defined herein) to
the extent expressly set forth in this Separation Agreement and Release of
Claims.


 


·                                          I have not, in
signing this Separation Agreement and Release of Claims, relied upon any
statements or explanations made by the Company or any representative of the
Company except as for those specifically set forth in this Separation Agreement
and Release of Claims.


 


·                                          I intend this
Separation Agreement and Release of Claims to be legally binding.


 


·                                          I am signing
this Separation Agreement and Release of Claims on or after my last day of
employment with Analysts International Corporation


 


 


	
  Andrew K. Borgstrom

  	
   

  	
  Analysts
  International Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Douglas C. Neve

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Andrew K. Borgstrom

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date
  signed:

  	
  9/29/10

  	
   

  	
  Date
  signed:

  	
  9/29/10

  



 


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