exhibit103.htm


    
      	
               
      

            	
              EXHIBIT
      10.3

            


    

     

    SEPARATION AGREEMENT AND
GENERAL RELEASE

    


    


    This
Separation Agreement and General Release ("Agreement") is between Wireless Ronin
Technologies, Inc. (the "Company") and Brian S. Anderson (referred to in this
Agreement as "I" or "me.")

    


    
      	
              1.  

            	
              Recital.  My
      employment and all offices and other positions I may have had with the
      Company ended April 21, 2009, with my resignation effective that date (the
      "Resignation Date").  For purposes of this Agreement, my
      termination is characterized as an involuntary termination without “Cause”
      as such term is defined in the Executive Employment Agreement effective
      December 4, 2006 between the Company and me, as amended effective December
      31, 2008 ("Employment Agreement").  For purposes of facilitating
      my search for another job, the Company and I agree to characterize my
      termination of employment as a resignation pursuant to mutual agreement
      with the Company.  This Agreement sets forth certain agreements
      between the Company and me with respect to my separation from the
      Company.

            


    

     

    
      	
              2.  

            	
              The
      Company's Payment and Benefits.  Notwithstanding
      my resignation, pursuant to this Agreement, the Company will provide to
      me:

            


    

     

    
      	
              2.1  

            	
              The
      Severance Payment that would have been paid to me upon a termination by
      the Company without Cause (and not in connection with a Change of Control)
      as described in Section 7.01 of the Employment
      Agreement.  Pursuant to Section 7.01 of the Employment
      Agreement, the Company shall pay the Severance Payment in equal
      installments over the non-competition period of one year specified in
      Section 9.02 of the Employment Agreement on regularly scheduled pay dates
      pursuant to the then current payroll practices of the Company starting
      June 5, 2009.  The Severance Payment is a total of
      $143,000.

            


    

     

    
      	
              2.2  

            	
              The
      Severance Bonus of $26,250 that would have been paid to me upon a
      termination by the Company without Cause (and not in connection with a
      Change of Control) as described in Section 7.03 of the Employment
      Agreement, subject to all of the terms and limitations set forth in
      Section 7.03 of the Agreement; provided, however, that the Company will
      make payment of the Severance Bonus on July 1, 2009, or that date 15 days
      following my execution of this Agreement, whichever occurs
      later.

            


    

     

    
      	
              2.3  

            	
              Payment
      of such portion of the premiums for COBRA coverage by the Company as the
      Company would have paid upon a termination by the Company without Cause
      (and not in connection with a Change of Control) as described in Section
      7.04 of the Employment Agreement, subject to all of the terms and
      limitations set forth in Section 7.04 of the Agreement.  This
      “COBRA coverage” includes medical, dental and life insurance coverage
      eligible for COBRA extension pursuant to applicable
  law.

            


    

     

    
      	
              2.4  

            	
              All
      such benefits and payments will remain subject to the provisions of
      Sections 7.01, 7.05, 7.06, 7.07, 7.08, 7.09 and Articles 8, 9 and 10 and
      of the Employment Agreement.

            


    

     

    
      	
              2.5  

            	
              In
      the event of my death prior to receipt of the entire amount of the
      Severance Payment and Severance Bonus, the Company shall make the
      remainder of such Severance Payment and the Severance Bonus (if not yet
      paid to me) to my estate substantially as provided by Section 2.1 of this
      Agreement and Sections 7.01 and 7.03 of the Employment
      Agreement.

            


    

     

    
      	
              3.  

            	
              My
      Release.

            


    

     

    In
exchange for the consideration provided to me in this Agreement, including the
Company's payment of severance benefits to me, willingness to characterize my
termination of employment as a resignation for job search purposes
notwithstanding the involuntary termination without Cause described herein, the
Company's willingness to allow me to resign, and in consideration of the
Company’s willingness to provide me with a mutually agreed letter of reference,
on my own behalf and on behalf of anyone claiming any rights through me, I fully
and finally release, waive, and give up all My Claims (as defined below) against
the Company and all Related Parties (as defined below).

     

    "Related
Parties" means any parent, subsidiary, predecessor, successor, affiliate or
other organization or entity related to the Company, and any of their past or
present officers, directors, shareholders, employees, committees, insurers,
indemnitors, pension or welfare, and other benefit plans, successors, assigns,
committees, administrators, and all persons acting on behalf of, or on
instruction from the Company or any other related organization or
entity.

     

    "My
Claims" as used in this Agreement means, all claims, actions, causes of action,
demands, and rights I have or may have against the Company or any Related
Parties, arising out of any acts, facts, or events which occurred in whole or in
part before I signed this Agreement whether or not I now know about or suspect
them and whether past or present.  "My Claims" includes but is not
limited to, all such claims for damages, compensation, expenses (including
attorneys' fees) and any other form of relief, regardless of the law or legal
theory on which such claim is based and includes but is not limited to all
claims under the federal Age Discrimination in Employment Act ("ADEA"), the
Older Worker's Benefit Protection Act, Title VII of the Civil Rights Act, the
Civil Rights Act of 1991, the American with Disabilities Act, the Employee
Retirement Income Security Act, the Family and Medical Leave Act, the Minnesota
Human Rights Act, as each may have been amended, and all claims of any nature
under any other federal, state, or local statute, ordinance or other law or
legal theory, including any based on wrongful discharge, breach of any contract,
promissory estoppel, emotional distress, defamation, negligence, invasion of
privacy, or any other theory, and including all claims related to my employment
or separation from employment with the Company.

     

    I
understand that I am giving up all of My Claims as described above.  I
will not bring any lawsuits against the Company or any Related Party relating to
any of My Claims; provided, however, that I have the right to take action to
enforce my rights pursuant to this Agreement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    This
release does not bar those few claims that cannot legally be waived under
applicable law, including my right to challenge whether this Agreement
constitutes a knowing and voluntary waiver of my claims within the meaning of
the Older Workers' Benefit Protection Act.  This release also does not
bar me from filing a claim with the EEOC (Equal Employment Opportunity
Commission) or participating in an EEOC proceeding, but if any administrative or
other claims are pursued on my behalf, I understand that this Agreement will act
as a bar to any individual damages or other relief for me.  This
release does not waive my rights with respect to any vested benefits under any
retirement plans.  This release does not affect my rights, if any,
under the Company’s directors and officers liability insurance
policy.  This release does not affect the Company’s obligations to
indemnify me to the fullest extent allowed under Minnesota law and pursuant to
Minnesota Statutes Section 302A.521 for claims, actions or damages made, brought
or assessed against me based upon my employment by the Company.  This
release also does not affect my rights to indemnification and defense as more
fully set forth in the Company’s bylaws.  The Company will not oppose
or object to my receipt of unemployment insurance benefits pursuant to
applicable law.  Except to the extent stated herein, to the fullest
extent allowed by applicable law, it is my intent to waive all of My Claims and
rights and to have this be interpreted as a full and general
release.

     

    
      	
              4.  

            	
              Additional Agreements
      and Understandings.

            


    

     

    
      	
              4.1  

            	
              Final
      Payments. I acknowledge and
      agree that, upon my receipt of

            


    

     

    
      	
              ·  

            	
              Base
      Salary payable through the Resignation Date pursuant to Section 4.01 of
      the Employment Agreement, which was received on April 25,
      2009,

            


    

     

    
      	
              ·  

            	
              Base
      Salary constituting the Severance Payment through June 5, 2009, on or
      about June 5, 2009, as provided in Section 7.01 of the Employment
      Agreement

            


    

     

    
      	
              ·  

            	
              accrued
      but unused paid time off (“PTO”) as of the Resignation Date, which was
      received on April 25, 2009,

            


    

     

    
      	
              ·  

            	
              each
      of which above amounts were or shall be subject to applicable
      withholding,

            


    

     

    
      	
              ·  

            	
              reimbursement
      of any reasonable business expenses incurred by me in carrying out my
      duties, properly documented and submitted to the Company but unpaid as of
      the Resignation Date, of which there were
none,

            


    

     

    
      	
              ·  

            	
              receipt
      of the Severance Bonus amount of $26,250 payable pursuant to terms and
      conditions described above, and

            


    

     

    
      	
              ·  

            	
              receipt
      of a mutually agreed letter of reference from the
  Company,

            


    

     

    I will
have been paid all wages, salary, other compensation, and benefits due me as an
employee of the Company through June 5, 2009. The Company acknowledges its
obligation to pay the amounts stated in this Section 4.1 subject to my
compliance with terms of this Agreement.  I
understand that any interest in any 401K, stock purchase plan or other
similar employee benefit plan, or in any option agreements that I may have as a
former employee of the Company will be governed by the terms the relevant
plan(s) and/or agreement.

     

    
      	
              4.2  

            	
              Continuing
      Obligations. I acknowledge and
      agree that the provisions of Sections 6.05, and 6.06, and Articles 8, 9
      and 10 of the Employment Agreement remain in full force and effect and
      that I remain bound by and obligated under all such provisions in
      accordance with their terms.  I agree that, after I have
      terminated employment, I will not access the Company’s computer systems
      for any reason without express prior permission from the Company and will
      not in any way harm the Company’s computer systems or
      software.

            


    

     

    
      	
              4.3  

            	
              Sufficient
      Consideration.  I agree that the payments and benefits
      described in this Agreement are full and sufficient consideration for my
      promises in this Agreement, including but not limited to my
      Release.

            


    

     

    
      	
              4.4  

            	
              Cooperation.  I agree to
      be reasonably available for consultation with and assistance to the
      Company with respect to matters and issues within my former job
      responsibilities for a period of 60 days after my
      termination.  I acknowledge and agree that such cooperation with
      the Company is necessary for a proper and orderly transition and that the
      consideration set forth herein fully compensates me for this reasonable
      cooperation.

            


    

     

    
      	
              4.5  

            	
              Return
      of Property. On the Resignation
      Date and in a meeting with Scott Ross shortly after my Resignation Date, I
      collected and returned all property of the Company in my possession or
      control to the Company.  Property of the Company includes but is
      not limited to all equipment, communication devices (e.g. cell phones,
      laptops, pagers, etc), all information stored in any tangible form,
      including electronic (e.g. on disks, hard drives audio or visual tapes,
      etc.) and paper forms, and all other property of any nature.  To
      the extent that I have any information of the Company stored on any
      personal or other non-Company equipment or devices, or discover any
      additional Company property in my possession, I will deliver such
      information and/or Company property to the Company and remove it from all
      such personal equipment in a manner and form agreed upon by the
      Company.

            


    

     

    
      	
              4.6  

            	
              Letter
      of Reference.  The Company will sign a mutually
      acceptable letter of reference that I may use to seek a new
      job.  I will consult with Scott Ross at the Company regarding
      such letter of reference.

            


    

     

    
      	
              4.7  

            	
              Severability/Modification. If any one or more
      of the provisions of this Agreement are determined to be invalid, that
      provision will be severed and shall not affect the validity of any other
      provisions of this Agreement.  This Agreement can only be
      modified by a subsequent written
agreement.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              5.  

            	
              Rights to Consider and
      Revoke; Knowing and Voluntary
Waiver.

            


    

     

    
      	
              5.1  

            	
              I understand that by
      way of this paragraph, the Company is specifically advising me to consult
      an attorney prior to signing this
  Agreement.

            


    

     

    
      	
              5.2  

            	
              I
      understand that I have forty five (45) days after I receive this Agreement
      to consider this Agreement in accordance with the Older Workers Benefit
      Protection Act.  I understand that changes in this Agreement
      will not restart the 45-day period whether or not those changes are
      material. If
      I sign this Agreement, I understand that I am then entitled to revoke my
      signature within fifteen (15) days after I sign it.  To be
      effective, the rescission or revocation must be in writing and (a)
      properly addressed to Scott Ross at Wireless Ronin Technologies, Inc,
      Baker Technology Plaza, 5929 Baker Road, Suite 475, Minnetonka, MN 55345
      and mailed Certified Mail, Return Receipt Requested, with a postmark
      within the 15-day period, or (b) hand delivered to Scott Ross at the same
      address within the 15-day period.  This revocation period
      includes, and is not in addition to, the seven (7) day revocation period
      under the Age Discrimination in Employment Act.  I understand
      that if I revoke this Agreement, all of the Company's obligations under
      this Agreement will immediately cease, and will be of no force and
      effect.  (For avoidance of doubt, the Company and I agree that I
      received this Agreement on April 21, 2009, and have considered the
      Agreement since that time with the advice of competent legal
      counsel.  My receipt of the Agreement incorporating changes on
      June 3, 2009, does not re-start the 45-day period to consider the
      Agreement.)

            


    

     

    I have
read this Agreement carefully and understand all of its terms.  I am
entering into this Agreement knowingly and voluntarily after considering all of
its terms.  I
have had the opportunity to discuss this Agreement with my own attorney prior to
signing it.  By way
of this paragraph, the Company is advising me to consult with an attorney prior
to executing this Agreement.  By signing this Agreement, I
understand that I am specifically waiving any rights or claims under the Age
Discrimination in Employment Act.  Pursuant to the Older Workers
Benefit Protection Act, I acknowledge receipt of information on an Exhibit A to
this Agreement or agree that the Company may provide that Exhibit A as soon as
reasonably possible to do so.  In agreeing to sign this Agreement, I
have not relied on any statements or explanations made by the Company, its
agents or its attorneys, other than those contained in this
Agreement.

    


                                        

     

     

                                           


     

    
      
        	 Dated:  	 June 8,
      2009   	 	  /s/ Brian S.
  Anderson
	 	 	 	   Brian S.
  Anderson
	 	 	 	 
	 	 	  Wireless
      Ronin Technologies, Inc.
	 	 	 	 
	 Dated:	 June 3,
      2009	 By:	 /s/ Darin P.
  McAreavey
	 	 	 	      
      Darin P. McAreavey
	 	 	 Its:	 Vice President
      and Chief Financial Officer


      

    

    
    

     

    
      	
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