Exhibit 10.1


 





TRANSITION AND RELEASE AGREEMENT


 


This Transition and Release Agreement ("Agreement")
is made and entered into by and between Onvia, Inc., a Delaware limited liability Onvia ( “Onvia”) and Hank
Riner, an individual (hereinafter, "Riner").


 


RECITALS


 


		A.	WHEREAS, Riner has been employed by Onvia as its Chief Executive Officer (“CEO”) since
2010;



 


		B.	WHEREAS, Riner and Onvia have jointly decided that Riner will transition from his role as Onvia
CEO into planned retirement and a 12-month consulting relationship with Onvia no later than June 30, 2017 or on such earlier
date that Onvia selects and announces a new CEO (either such date is referred to herein as the “Transition Date”);



 


		C.	WHEREAS, Riner and Onvia desire to enter into this Agreement for the purpose of setting forth the
terms of Riner’s transition from active CEO to retired CEO and consultant, and for the additional purpose of avoiding any
potential disputes arising out of the parties’ employment relationship or Riner’s retirement from Onvia;



 


NOW THEREFORE, in consideration of the above recitals
and the mutual covenants set forth herein, Onvia and Riner hereby agree as follows:


 


AGREEMENT


 


	1.		Transition from CEO to Retirement and 12-Month Consulting Relationship



 


(a)    Except as otherwise provided
in Section 1(c), below, Riner will continue to serve as Onvia’s CEO on a full-time basis through the Transition Date. Riner
agrees that, during his remaining term as CEO, he will give his best effort to all of the duties that are customarily associated
with the CEO position, and will continue his efforts to maximize the profitability and long-term success of Onvia under the direction
of Onvia’s Board of Directors. Riner agrees that his Onvia employment and his term as Onvia’s CEO will end on such
Transition Date as may be selected by the Board of Directors in its sole discretion, but which will be no later than June 30, 2017.
Except as otherwise provided in Section 1(c), below, Onvia will continue to provide Riner with his full annual salary of $350,000
(which salary will be paid on periodic basis in accordance with Onvia’s standard payroll practices and reduced by applicable
withholding) through June 30, 2017 regardless of whether his Transition Date occurs on some earlier date. Except as otherwise provided
in Section 1(c), below, Riner will continue through the Transition Date to be a participant in all Onvia employee benefits programs
in which he is a participant as of the date of execution of this Agreement. Unless his employment ends earlier pursuant to Section
1(c) below, Riner will continue to accrue PTO through June 30, 2017. If employment ends earlier in accordance with Section 1(c),
PTO will accrue through Riner’s last day of employment. Regardless of the timing or circumstances of employment termination,
Riner will receive a cash payout of any accrued but unused PTO up to a maximum of no greater than 150 hourse, with PTO payable
at the rate of $182.29 per hour *but reduced by applicable withholding). In addition, and except as otherwise provided in Section
1(c) below, Riner will be eligible until September 30, 2017 to exercise any vested options on a cashless basis. Riner is also eligible
to participate in Onvia’s 2016 Management Incentive Plan where Riner is eligible to earn up to 50% of base salary ($175,000)
if Onvia’s 2016 corporate bookings and EBITDA objectives are achieved.


 


(b)   In exchange for Onvia’s
entry into this Agreement and the consideration described in Paragraph 1(a), above, Riner agrees that he will make himself available
as a consultant to the Onvia Board of Directors and/or the Onvia executive team as requested from time-to-time by the Board or
Onvia’s new CEO for a period of 12 months after the Transition Date. Riner agrees that he will serve as a consultant for
a total period of up to 40 hours during this 12-month period, and that he will receive no additional compensation for his time
as a consultant because he will have already been paid for his consulting services by way of the consideration described in Paragraph
1(a).


 






    	 



     

    

(c)    If Riner’s employment
is terminated prior to June 30, 1017 for “Cause,” as that term is defined herein, Riner will no longer be entitled
to his CEO salary and will no longer be eligible to participate in the MIP or any Onvia employee benefit program after the last
day of his actual Onvia employment. In addition, Riner’s right to exercise options if his employment is terminated for Cause
shall expire 90 days after his last day of employment. For the purposes of this Agreement, “Cause” shall mean only
the following: (a) Riner’s gross negligence, fraud, insubordination, or willful violation of any law or significant Onvia
policy, committed in connection with the position and which results or could reasonably be expected to result in a material adverse
effect on Onvia; or (b) Riner’s failure to substantially perform the duties reasonably assigned or appropriate to the position,
in a manner reasonably consistent with prior practice. The term “Cause” shall not include poor job performance or ordinary
negligence or failure to act, whether due to an error in judgment or otherwise, if Riner, as determined in good faith by Onvia
in its sole discretion, has exercised substantial efforts in good faith to perform the duties reasonably assigned or appropriate
to the position. Onvia has the sole discretion and authority to determine in good faith whether there is a legitimate basis by
which to terminate Riner’s employment for Cause based on the criteria set forth in this Section 1(c).


 


(d)   Nothing in Section 1(c) will
be interpreted to relieve Riner from his obligations under the remaining terms of this Agreement as set forth below, even if Riner’s
employment is terminated for Cause.


 


(e)    Onvia agrees that any
costs and expenses associated with the CEO transition, including but not limited to Riner’s transition or severance payments,
wage payments for his part-time consulting arrangement, expenses incurred by Onvia for recruiting or reviewing of CEO candidates
and/or executive assessment or coaching sessions, will be excluded when calculating the achievement of his previously established
2016 MIP objectives.


 


	2.		Transition Benefits



 


In exchange for Riner’s entry into this
Agreement, his covenants and promises described herein, and his entry into an additional Release of Claims Agreement on
his last day of Onvia employment, Onvia agrees to pay Riner Three Hundred Sixty Two Thousand Dollars ($362,000.00)
(the “Transition Payment”) (which amount in intended to represent a $350,000 transition payment plus a $12,000 contribution
to payment of COBRA continuation coverage premiums), less applicable payroll withholding except as otherwise indicated below, on
July 8, 2017. The Transition Payment will be issued to Riner in a single lump-sum payment and will be reported to the Internal
Revenue Service on a Form W-2. Riner acknowledges that this Transition Payment is not otherwise due to him except in connection
with his entry into this Agreement and the additional Release of Claims Agreement, a copy of which is attached and incorporated
as Exhibit A to this Agreement.


 


	3.		Return of Onvia Property



 


Riner hereby agrees to return to Onvia any and
all materials and property belonging to Onvia of any type whatsoever (including without limitation any Onvia equipment, cell phones,
or confidential or proprietary material) that had been in Riner’s possession or control, including office keys, on his last
day of Onvia employment.


 



    	 



     

    
	4.		Full Release and Waiver of All Claims



 


(a)Riner and Onvia agree that the payments
and agreements set forth in this Agreement are in full satisfaction of any and all compensation or benefits to which Riner may
be entitled by virtue of his employment with Onvia.


 


(b)In exchange for Onvia’s entry into
this Agreement, Riner on behalf of himself, his heirs, executors, administrators, and assigns, does hereby waive, release and discharge
Onvia, its parents, subsidiaries, affiliates, and other related entities, their respective successors and assigns, present and
former partners, owners, directors, officers, members, employees, and attorneys, both individually and in their respective representative
capacities, from any and all claims, damages, or causes of action, whether presently known or unknown, arising on or before the
Effective Date. This release includes without limitation any action arising under common law, equity, or under any federal, state,
or local statute, regulation or ordinance, including but not limited to any tort claims, claims for wrongful discharge, contract
breach, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement
and Income Security Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act of 1967 (ADEA), and Washington’s
Laws Against Discrimination. This release is intended to be as broad as the law allows, and includes a release of any claims for
attorneys’ fees or costs.


 


(c)ADEA Waiver. In accordance with
the Older Workers’ Benefit Protection Act, Riner hereby acknowledges that his waiver and release hereunder of any rights
he may have under the Age Discrimination in Employment Act of 1967 (ADEA) is knowing and voluntary. Riner and Onvia agree that
this waiver and release does not apply to any rights or claims that may arise under ADEA after the date this Agreement is executed.
Riner acknowledges that he has been advised by this writing that: (a) he should consult with and obtain the advice of an
attorney prior to executing this Agreement; (b) he has at least twenty-one (21) days to consider this Agreement (although he may,
by his own choice, execute this Agreement earlier); (c) he has seven (7) days following the execution of this Agreement by the
parties to revoke the Agreement; and (d) this Agreement shall not be effective until after the date upon which this revocation
period has expired. 


 


	5.		Trade Secrets and Confidential Information



 


Riner acknowledges that Onvia’s business
and future success depends on the preservation of the trade secrets and other confidential information of Onvia and its clients
and customers (the “Secrets”). The Secrets include, without limiting the generality of the foregoing, existing and
to-be-developed or acquired product ideas and designs, computer software, customer lists, business information, pricing information
and/or processes, product and marketing plans, advertising, research and development, financial data, personnel information, procedural
and technical manuals and practices, servicing routines, specialized know-how and any other ideas, concepts, methods, inventions,
procedures or information that are proprietary to Onvia or its affiliates or its actual or prospective customers or suppliers or
that Onvia is required, by contract or otherwise, to keep confidential, whether wholly or partially developed by Riner or provided
to Riner and whether embodied in a tangible medium or merely remembered. Riner agrees to protect and to preserve as confidential
all of the Secrets at any time known to Riner or which were, at any time, in his possession or control (whether wholly or partially
developed by Riner or provided to Riner, and whether embodied in a tangible medium or merely remembered), unless and until such
Secrets are disclosed to the public by Onvia and are thereby no longer confidential.


 


	6.		Non-Compete and Non-Solicitation Obligations



 


(a)    Non-Competition.
Riner agrees to the following restrictions on his post-employment activities:


 






    	 



     

    

                                                       
i.            Restrictions on Work. For a period of twenty-four (24)
months following his last day of Onvia employment, Riner agrees that he will not, without obtaining Onvia’s written permission,
directly or indirectly be employed by, consult with or otherwise perform services for a Competitor (as defined below), or own any
interest in, manage or participate in the management (as an officer, director, partner, member or otherwise) of a Competitor (except
that Riner shall not be restricted from owning less than 1 percent of equity in a public corporation). Riner acknowledges that,
due to the nature of Onvia’s business and his own role as Onvia’s CEO, there is no geographical limitation on the restrictions
in this provision. For the purposes of this Paragraph 6 of this Agreement, “Competitor” will be defined as any firm,
individual, or Onvia that creates, designs, analyzes, or implements business plans or business intelligence for government contractors
in any industry or any other individual or entity that is directly or indirectly engaged in or is preparing to engage in any business
which involves the creation, design, or implementation of business intelligence for government contractors in any industry or any
other service available from Onvia at any time relevant to this Agreement.


 


                                                     
ii.            Reasonableness of Restrictions. Riner recognizes and
agrees that the restrictions in this Paragraph 6(b) are reasonable in scope, area, and duration, necessary for the protection of
Onvia’s legitimate business interests, and will not result in any undue hardship for Riner.


 


                                                   
iii.            Disclosure of Restrictions. Riner will disclose and
provide a copy of this Agreement to any prospective new employer or business partner before accepting employment or engaging in
any business venture during the Restricted Period. Riner authorizes Onvia to provide a copy of this Agreement to any new or prospective
employer or business partner of Riner.


 


(b)   Non-Solicitation.
For a period of twenty-four (24) months after his last day of Onvia employment, Riner will not, without express written permission
from Onvia, directly or indirectly: (1) approach, initiate contact with, or engage in discussions with any then-current director,
officer or employee of Onvia for the purpose or with the effect of soliciting or encouraging any such individual to terminate his
or her employment with Onvia and/or to accept employment with, or otherwise provide services to, any employer other than Onvia;
or (2) advise or provide information to any then-current director, officer or employee of Onvia regarding the availability or desirability
of employment of that individual by any employer other than Onvia; or (3) provide any information to any employer other than Onvia
regarding any Onvia officer, director or employee to the extent that any such information may assist that person or entity in (i)
identifying any then-current director, officer or employee of any of Onvia as a candidate for employment; or (ii) evaluating the
desirability of employing any such individual. If during this non-solicitation period Riner receives any inquiry from any then-current
Onvia director, officer or employee regarding prospective employment with any employer other than Onvia, Riner agrees to respond
only as follows: “I am prohibited by the terms of my agreement with Onvia from engaging in any discussion with you regarding
this topic.”


 


	7.		Confidentiality



 


Riner agrees to keep this Agreement confidential
and not to reveal the terms, conditions, or the existence of this Agreement except, in Riner’s case, to his attorneys, immediate
family, tax or financial advisors or any federal or state government agency that requests a copy of the Agreement or information
regarding the Agreement, and in Onvia’s case, its attorneys, necessary officers, directors, accountants, insurers or employees,
with the understanding that all of those individuals or entities will also be bound by the confidentiality agreement contained
in this Section 7 unless disclosure is required by law. The parties agree that the Agreement or its terms, conditions, considerations
or contents may be disclosed if such disclosure is ordered by a court or arbitrator.


 


	8.		Nondisparagement



 


(a)Riner agrees not to make any statements,
written or verbal, or cause or encourage others to make any statements, written or verbal, including but not limited to any statements
made via social media, on websites or blogs, that defame, disparage or in any way criticize the business reputation, practices,
or conduct of Onvia, or any of Onvia’s affiliates.


 






    	 



     

    

(b)Onvia agrees that the members of Onvia’s
Board of Directors will not make any statements, written or verbal, or cause or encourage others to make any statements, written
or verbal, including but not limited to any statements made via social media, on websites or blogs, that defame, disparage or in
any way criticize the business reputation or conduct of Riner.


 


	9.		Remedies for Breach



 


Riner agrees that any breach of Riner’s
obligations under this Agreement may cause Onvia irreparable harm for which there is no adequate remedy at law.


 


(a)    If Riner breaches the
terms of Sections 5 or 6 of this Agreement, Onvia will be entitled to the issuance by a court of competent jurisdiction of an injunction,
restraining order, or other equitable relief restraining Riner from committing or continuing to commit any such violation. Any
right to obtain an injunction, restraining order, or other equitable relief under this Agreement will not be considered a waiver
of any right to assert any other remedy that Onvia may have at law or equity, including the right to recover damages. In the event
Riner breaches the terms of Sections 5 or 6 of this Agreement, Riner will reimburse Onvia for any payments previously made pursuant
to Section 1 of this Agreement, and Onvia will have the right to withhold any payments otherwise due under this Agreement.


 


(b)   In the event that Riner has
breached any of the other terms and conditions of this Agreement, any outstanding obligations of Onvia hereunder shall immediately
terminate and Onvia shall have the right to obtain reimbursement of any payments previously made to Riner pursuant to this Agreement’s
Section 1 and to seek and obtain whatever additional relief to which it may be entitled in a court of law.


 


	10.		Governing Law and Venue



 


This Agreement shall be construed and interpreted
according to the laws of the state of Washington. In any dispute arising out of or relating to this Agreement, the parties agree
that venue shall be had in King County, Washington.


 


	11.		Severability



 


In the event that any provision hereof or compliance
by any of the parties with any provision of this Agreement shall constitute a violation of any law, then such provision, to the
extent only that it so violates, shall be deemed ineffective, unenforceable, and separable from the remaining provisions of this
Agreement, which provisions shall remain enforceable and binding.


 


	12.		No Admission of Wrongdoing or Liability



 


Nothing contained in this Agreement shall constitute,
or be construed as or is intended to be an admission or an acknowledgment by either party hereto of any wrongdoing or liability,
any such wrongdoing or liability being expressly denied.


 


	13.		Assignment



 


This Agreement will bind and inure to the benefit
of Riner and Onvia, and their respective heirs, legal representatives, and permitted successors and assigns. The covenants and
promises of Riner under this Agreement are unique and personal. Accordingly, Riner may not assign any of Riner’s duties under
this Agreement. Onvia may assign this Agreement, without notice to Riner. Riner consents to such assignment and agrees and acknowledges
that all terms and conditions of this Agreement will remain in effect after any such assignment.


 



    	 



     

    




	14.		Confirmation



 


This Agreement represents and contains the entire
understanding between the parties in connection with the subject matter of each such agreement. Except with respect to Riner’s
rights to vested benefits (if any) under Onvia’s retirement plans, all prior written or oral agreements or understandings
are merged into and superseded by this Agreement. Riner acknowledges that in signing this Agreement, Riner has not relied upon
any representation or statement not set forth in this Agreement which was made by Onvia or any of its representatives. Riner acknowledges
that he has freely and advisedly entered into this Agreement, and has entered into this Agreement only after full reflection and
analysis and after consulting with legal counsel of his choosing. No modification or waiver of this Agreement will be effective
unless evidenced in a writing signed by both parties.


 





	BY:   EMPLOYEE	BY:   ONVIA, INC.
	 	 
	 	 
	 	 
	
        _/s/ Hank Riner__________________________

        Hank Riner
	By:_/s/ D. Van Skilling________________

	 	Its:__Chairman______________________
	 	 
	Date: _3/28/2016___________________	Date: _3/28/2016_____________________







 


 


 


 


 






    	 



     

    

EXHIBIT A


TO THE TRANSITION AND RELEASE AGREEMENT


BETWEEN ONVIA, INC. AND HANK RINER


 


RELEASE OF CLAIMS AGREEMENT


 


This Release of Claims Agreement (“Release
Agreement”) is made and entered into by and between Hank Riner (“Employee”) and Onvia, Inc. (the “Company”)
effective as of the Separation Date as defined below (the “Effective Date”) and in accordance with Section 2 of the
Transition and Release Agreement between the Company and Hank Riner dated March 28, 2016 (the “Transition Agreement”).
In the event of any conflict between the terms of this Release Agreement and the Transition Agreement, the Transition Agreement
will control.


 


In consideration of the mutual promises contained
in this Agreement and the Transition Agreement, the parties agree as follows:


 


1.  Separation Date.  Employee’s
last day of employment with the Company is ________________, 2017 (the “Separation Date”). Employee acknowledges
that following the Separation Date, Employee will cease to be an employee of the Company and shall have no authority to bind the
Company to any contract or agreement, or to act on behalf of the Company or any of its affiliates, and the Company will not have
any obligation to reimburse Employee for any expenses incurred by Employee after the Separation Date except as may be otherwise
agreed in writing between the parties in connection with Mr. Riner’s consulting activities as described in Section 1(b) of
the Transition Agreement.


 


2. Transition Payment.  In exchange
for the promises of Employee contained in this Release Agreement and the Transition Agreement, the Company will pay Employee Three
Hundred Sixty Two Thousand Dollars ($362,000.00) (the “Transition Payment”) (which amount in intended to
represent a $350,000 transition payment plus a $12,000 contribution to payment of COBRA continuation coverage premiums), less applicable
payroll withholding except as otherwise indicated below, on July 8, 2017. The Transition Payment will be issued to Employee in
a single lump-sum payment and will be reported to the Internal Revenue Service on a Form W-2. Employee acknowledges that this Transition
Payment is not otherwise due to him except in connection with his entry into the Transition Agreement and this Release Agreement.


 


3. Medical Benefits/COBRA Coverage. Employee’s
group health coverage (if any) with Employer will continue through the last day of the month in which the Separation Date falls
or as otherwise provided under Employer’s group health plans. Pursuant to federal COBRA law, Employee and Employee’s
qualified beneficiaries (if any) may elect continuation coverage in accordance with election materials and other COBRA notices
to be sent to Employee by the plans’ designated administrator


 


4.  Full Release and Waiver of All Claims. 


 


(a)Employee and Company agree that the payments
and agreements set forth in the Transition Agreement and in this Release Agreement are in full satisfaction of any and all compensation
or benefits to which Employee may be entitled by virtue of his employment with Company.


 


(b)In exchange for Company’s entry
into the Transition Agreement and this Release Agreement, Employee on behalf of himself, his heirs, executors, administrators,
and assigns, does hereby waive, release and discharge Company, its parents, subsidiaries, affiliates, and other related entities,
their respective successors and assigns, present and former partners, owners, directors, officers, members, employees, and attorneys,
both individually and in their respective representative capacities, from any and all claims, damages, or causes of action, whether
presently known or unknown, arising on or before the Effective Date. This release includes without limitation any action arising
under common law, equity, or under any federal, state, or local statute, regulation or ordinance, including but not limited to
any tort claims, claims for wrongful discharge, contract breach, the Americans with Disabilities Act, the Family and Medical Leave
Act, the Fair Labor Standards Act, the Employee Retirement and Income Security Act, Title VII of the Civil Rights Act, the Age
Discrimination in Employment Act of 1967 (ADEA), and Washington’s Laws Against Discrimination. This release is intended to
be as broad as the law allows, and includes a release of any claims for attorneys’ fees or costs.


 






    	 



     

    

(c)ADEA Waiver. In accordance with
the Older Workers’ Benefit Protection Act, Employee hereby acknowledges that his waiver and release hereunder of any rights
he may have under the Age Discrimination in Employment Act of 1967 (ADEA) is knowing and voluntary. Employee and Company agree
that this waiver and release does not apply to any rights or claims that may arise under ADEA after the date this Release Agreement
is executed. Employee acknowledges that he has been advised by this writing that: (a) he should consult with and obtain the
advice of an attorney prior to executing this Release Agreement; (b) he has at least twenty-one (21) days to consider this Agreement
(although he may, by his own choice, execute this Agreement earlier); (c) he has seven (7) days following the execution of this
Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until after the date upon which
this revocation period has expired. 


 


(d)The parties agree that nothing in the
Transition Agreement or in this Release Agreement shall be construed to have any effect upon the rights of Employee (a) for compensation
for vested benefits arising under any Company employee benefit plan, in accordance with the terms of such plans; (b) with respect
to any obligation of the Company under this Release Agreement; or (c) for indemnification or defense, including attorney’s
fees and costs, by the Company, to the extent such rights may arise under law, or be provided under  the Company’s
Articles or Bylaws with respect to Employee’s acts or omissions while employed by the Company.  


 


5.  Informed Agreement.  Employee
has read and fully understands the terms of this Release Agreement and its significance and consequences.   Employee
acknowledges that the Company has advised Employee to review the terms of this Agreement with an attorney and that Employee has
either done so or knowingly waived Employee’s right to do so.  Employee further acknowledges that this Agreement is
voluntary and has not been given as a result of any coercion.


 


6.  Severability. If any provision
or portion of this Release Agreement is held to be unenforceable or invalid, the remainder of this Agreement will nevertheless
continue to be enforceable and valid.


 


7.  Governing Law.  This
Agreement will be governed, interpreted and enforced in accordance with the laws of the State of Washington without regard to its
choice of law principles.  


 


	
        Employee

         

        Signature: ________________________

         

        Printed Name: Hank Riner

         

         

         

         

        Date:____________________________

         
	
        Onvia, Inc.

         

        By: _____________________________

         

        Printed Name:

         

        Title:

         

         

        Date: ___________________________