Exhibit 10.29



	
 

	
 


	
1210 Northbrook Drive, Suite 470

 Trevose, PA 19053-8406 USA

 Tel 215 355 2900

 http://www.technitrol.com

	






November 21, 2008


	
 

	
 

	
 


	
Personal & Confidential


	
 

	
 

	
 


	
To:

	
 

	
Edward J.
 Prajzner


	
 

	
 

	
[address]


	
 

	
 

	
 


	
Re:

	
 

	
Separation and Release Agreement





Dear Ed:


The purpose of
this letter (“Letter Agreement”) is to confirm our understanding with regard to
your resignation from Technitrol, Inc. (the “Company”) effective November 21,
2008 (“Termination Date”). In consideration of the mutual promises contained in
this Letter Agreement, we agree as follows:


         1.
Transition Work


Prior to your
Termination Date, you provided me with an up-to-date status report of
significant projects you were managing, or otherwise involved with, including a
description of each project, the project due date, and other information
relevant to the project.


After your
Termination Date, you agree to be available for 90 days (by phone or email) to
discuss the above referenced projects. Such assistance shall not unreasonably
interfere with your duties as a full time employee elsewhere.


         2.
Indemnification Agreement


	
 

	
 


	
 

	
(i)     The
 Company agrees that Paragraph 6 of the Indemnification Agreement dated April
 26, 2006 between you and the Company should be and hereby is amended in its
 entirety as follows:








	
 

	
 

	
 


	
 

	
 

	
“6. The indemnification, advancement of expenses and limitation of
 liability provided in this Agreement shall continue after the Indemnitee has
 ceased to be a director or officer of the corporation and shall inure to the
 benefit of the heirs, executors and administrators of the Indemnitee.”





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(ii)      In addition, any
 indemnification obligations of the Company to which you are entitled as a
 director, officer and employee of the Company, whether by contract or
 pursuant to the Company’s charter or by-laws, relating to the period prior to
 termination, shall survive such termination and shall thereafter be paid to
 you as and when due in accordance with applicable law and the constituent
 documents of the Company.


	
 

	
 


	
 

	
3. RSP Vesting;
 Vacation Pay


	
 

	
 


	
 

	
(i)       On your Termination Date, the
 8,650 unvested shares of Technitrol, Inc. restricted stock currently held in
 your name under Technitrol Inc.’s Restricted Stock Plan II will be vested
 100%. Share certificates will be issued in your name within thirty (30) days
 of your Termination Date and if applicable will contain a legend indicating
 that any sale of shares must comply with Rule 144 of the Securities Act of
 1933. Any disposition of shares must also comply with other applicable
 securities laws, including without limitation the rules on insider trading.
 You agree that the number of shares set forth above is accurate.


	
 

	
 


	
 

	
(ii)      Within thirty (30) days of
 your Termination Date, the Company will pay you a lump sum in the amount of
 $14,634.07 (net of your normal deductions) for your earned and accrued, but
 unused, vacation. You agree that the amount of vacation pay set forth above
 is accurate.


	
 

	
 


	
 

	
(iii)     For purposes of clarification,
 this Letter Agreement shall not terminate any ordinary course benefits which
 accrued to you during your employment with the Company such as retirement
 plan benefits.


	
 

	
 


	
 

	
4. Confidentiality
 – Business and Operational Issues





You will not
directly or indirectly disclose or use, for your own or anyone else’s benefit,
any confidential or proprietary information of the Company and/or any of its
affiliates, including but not limited to, information regarding employees,
mergers, acquisitions, due diligence, customers, quotes, prices/pricing, costs,
products, processes, technical data, operating priorities or business plans, or
any other confidential or proprietary information that you learned or observed
during your employment (collectively, “Confidential Information”). Confidential
Information shall not be deemed to include information that (i) is or becomes
generally available to the public through no act or omission by you; (ii) is
subsequently disclosed to you without restriction by a third party having
rightful possession of such information and the legal right to disclose it to
you without restriction; or (iii) is required to be disclosed by law but only
to the extent necessary and only after you have given the Company written
notice and reasonable opportunity to respond prior to such required disclosure.


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5. Confidentiality of this Agreement


	
 

	
 


	
In addition
 to your obligations in paragraph 4 above, you will not disclose any
 information concerning this Letter Agreement to any person, except as
 specifically permitted below in this paragraph. The terms and conditions of
 this Letter Agreement may be disclosed by you as follows: (i) to your
 attorneys, accountants and tax advisors, who have a reasonable need to know,
 (ii) to your immediate family; and (iii) as required by law according to a
 legal opinion you have received from an attorney; provided that any
 individual to whom you disclose the terms and conditions of this Letter
 Agreement assure you that he or she will keep all such information
 confidential.


	
 

	
 


	
 

	
6. Return of Property; Subsidiary Resignations


	
 

	
 


	
 

	
(i)     On
 or before your Termination Date, you shall return to the Company any property
 or information that belongs to the Company and/or any of its affiliates,
 including but not limited to, all company credit cards, access keys,
 computers, BlackBerry devices, equipment, cell phones and Confidential
 Information.


	
 

	
 


	
 

	
(ii)     On
 or before your Termination Date, you will execute and deliver to the Company
 a subsidiary resignation letter in the form of Exhibit A attached hereto.


	
 

	
 


	
 

	
7. Release of Technitrol and Others


	
 

	
 


	
 

	
(i)     In
 consideration for the above benefits and all of the terms of this Letter
 Agreement, you, Edward J. Prajzner, for yourself, your agents,
 representatives, heirs, executors, and all other persons or entities which might
 claim on your behalf (all of whom are hereinafter collectively referred to as
 “Releasors”), do hereby release, remise and forever discharge the Company,
 its direct and indirect subsidiaries, parent companies, affiliates,
 investors, insurers, successors, assigns, and each of their agents, servants,
 shareholders, employees, officers, directors, trustees, representatives and
 attorneys (all of whom are hereinafter individually and collectively referred
 to in this paragraph as “Releasees”) of and from any and all claims, demands,
 causes of action, actions, rights, damages, judgments, costs, compensation,
 suits, debts, dues, accounts, bonds, covenants, agreements, expenses,
 attorneys’ fees, damages, penalties, punitive damages and liability of any
 nature whatsoever, in law or in equity or otherwise, which Releasors have
 had, now have, shall or may have in the future, against or in any way related
 to Releasees, whether known or unknown, foreseen or unforeseen, suspected or
 unsuspected, by reason of any cause, matter or thing whatsoever, including
 those relating to your employment with the Company and the termination of
 that employment.


	
 

	
 


	
 

	
(ii)     This
 paragraph 7 and its sub-paragraphs are intended to comply with Section 201 of
 the Older Workers’ Benefits Act of 1990.








	
 

	
 

	
 


	
 

	
 

	
(a)          By
 the release set forth in this paragraph 7, you acknowledge that you are
 giving up all claims related to your employment with the Company and the 





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termination
 of that employment, including but not limited to, claims for breach of
 contract or implied contract, wrongful, retaliatory or constructive
 discharge, negligence, misrepresentation, fraud, detrimental reliance,
 promissory estoppel, defamation, invasion of privacy, impairment of economic
 opportunity, intentional or negligent inflection of emotional distress, any
 and all other torts, and claims for attorney’s fees, as well as the following
 statutory claims described below in sub-paragraph (b).


	
 

	
 

	
 


	
 

	
 

	
(b)          You
 further acknowledge that various state and federal laws prohibit
 discrimination based on age, gender, race, color, national origin, religion,
 handicap or veterans status. These include Title VII of the Civil Rights Act
 of 1964, 42 U.S.C. §2000 et seq. and the Civil Rights Act of 1991 (relating
 to gender, national origin, and certain other kinds of job discrimination);
 the Age Discrimination in Employment Act, 29 U.S.C. §626 et seq., (relating
 to age discrimination in employment), the Older Workers Benefit Protection
 Act, 29 U.S.C. §626, the Rehabilitation Act of 1973, the Civil Rights Act of
 1866 and 1871, the Americans with Disabilities Act and the Pennsylvania Human
 Relations Act. You also understand and acknowledge that there are various
 federal and state laws governing wage and hour issues, including but not
 limited to the Fair Labor Standards Act, Pennsylvania wage and hour laws and
 the Equal Pay Act of 1963 (relating to all the above forms of job
 discrimination). You acknowledge that you are giving up any claims you may
 have under any of these statutes and under any other federal, state or
 municipal statute, ordinance, executive order or regulation relating to
 discrimination in employment, wage and hour issues, or in any way pertaining
 to your employment relationship with the Company. You understand and
 acknowledge that this release applies to all such employment-related claims,
 which you have had, now have or shall or may have in the future.


	
 

	
 

	
 


	
 

	
 

	
(c)          You
 hereby acknowledge that the Company has advised you that you have at least
 twenty one (21) days (I) to consider and review this Letter Agreement and its
 consequences with an attorney of your choosing, and (II) if you accept the
 terms of this Letter Agreement, to forward an executed copy to the Company in
 accordance with paragraph 8 of this Letter Agreement. The offer contained in
 this letter may only be executed in whole and not in part; if you do not
 execute and deliver this Letter Agreement to the Company within twenty one
 (21) days from the date hereof, then the offer set forth in the body of this
 letter is automatically and without further notice to you revoked (including
 the provisions of paragraph 3 above) and it will be of no further force or
 effect whatsoever.


	
 

	
 

	
 


	
 

	
 

	
(d)          You
 also acknowledge that you have seven (7) days from the date you execute this
 Letter Agreement to advise the Company that you are revoking this Letter
 Agreement, and understand that if you have not revoked this Letter Agreement
 by the end of the seven (7) day period, this Letter Agreement will be
 effective and in full force. You understand that any revocation you make
 shall be in writing, sent by facsimile, hand delivery or overnight mail, to
 the Company in accordance with the below paragraph 8 of this Letter
 Agreement.





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8. Acknowledgement


	
 

	
 

	
 


	
You acknowledge
 that you have been given a reasonable opportunity to discuss this Letter
 Agreement with an attorney or advisor of your choice; that you have carefully
 read and fully understand all of the provisions of this Letter Agreement; and
 that you are entering into this Letter Agreement knowingly, voluntarily and
 of your own free will, and intending to be legally bound.


	
 

	
 

	
 


	
If you
 choose to accept the offer under the terms and conditions set out in this
 letter, please sign and date this Letter Agreement where indicated below, and
 return it to me. Your signature below indicates your acceptance of this
 Letter Agreement in full and shall cause this Letter Agreement to be binding
 upon you, your heirs, representatives and assigns. If you do not return it to
 the Company signed within twenty one (21) days from the date hereof, we shall
 assume that you have elected not to accept the terms and conditions of this
 Letter Agreement, this offer is revoked (including the provisions of the
 above paragraph 3(i) of this Letter Agreement).


	
 

	
 

	
 


	
 

	
9. Non-Compete with Technitrol and Affiliates


	
 

	
 

	
 


	
 

	
(i)     You
 acknowledge that: (a) your relationship with the Company and its affiliates
 has brought you in close contact with customers, suppliers and/or many
 confidential affairs not readily available to the public, (b) the business of
 the Company is international in scope, (c) the products and services of the
 Company are currently marketed throughout the world, (d) the provisions of
 this paragraph 9 are reasonable, with respect to duration, geographical area
 and scope, and necessary to protect and preserve the business of the Company,
 (e) the Company would be irreparably damaged if you were to breach the
 covenants set forth in this paragraph 9, and (f) you have carefully read and
 understand the provisions of this Letter Agreement and have had an
 opportunity to consult with an independent legal counsel of your choosing.


	
 

	
 

	
 


	
 

	
(ii)    As
 a material inducement for the Company to enter into this Letter Agreement,
 you agree that for twelve (12) months after your Termination Date, you will
 not directly or indirectly, without the Company’s prior written consent:


	
 

	
 

	
 


	
 

	
 

	
(a)          render
 services to, be engaged in, become employed by, own, manage, or have a
 financial or other interest in (either as an individual, partner, joint
 venturer, owner, manager, stockholder, employee, consultant, partner,
 officer, director, independent contractor, agent or other such role) any
 business which is engaged, directly or indirectly, in the manufacture, design
 and/or sale of products substantially similar in function to those
 manufactured, designed and or sold by the Company; except that nothing herein
 shall prohibit you from owning less than 1% of the outstanding shares of a
 publicly traded corporation, provided you do not actively participate in the
 management or decision-making processes of such other entity;





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(b)          contact,
 solicit, contract with, or accept business from any customer or supplier of
 the Company or it affiliates; or


	
 

	
 

	
 


	
 

	
 

	
(c)          solicit,
 hire or engage the services of, or contact with a view to the engagement or
 employment, any person or entity of any person who is an employee of the
 Company or its affiliates, or induce, solicit, or cause any employee, agent
 or representative of the Company or its affiliates to terminate his or her
 employment or business affiliation with the Company or its affiliates.


	
 

	
 

	
 


	
 

	
(iii)    The
 provisions of this Letter Agreement are separate and distinct from and in
 addition to the restrictive covenant and invention provisions contained in
 any confidentiality agreement or Company policy or other agreement to which
 you are a party or by which you are bound.


	
 

	
 

	
 


	
 

	
(iv)    You
 acknowledge that the covenants contained in this Letter Agreement are fair
 and reasonable in light of the consideration paid under this Letter
 Agreement, and that damages alone shall not be an adequate remedy for any
 breach by you of such covenants, and accordingly expressly agree that, in
 addition to any other remedies which the Company may have, the Company shall
 be entitled to injunctive relief in any court of competent jurisdiction for
 any breach of any such covenants by you. Nothing contained in this Letter
 Agreement shall prevent or delay the Company from seeking, in any court of
 competent jurisdiction, specific performance or other equitable remedies in
 the event of any breach by you of any of your obligations under this Letter
 Agreement.


	
 

	
 

	
 


	
 

	
Monetary
 claims against you under the above paragraph 9(ii) of this Letter Agreement
 will in no event exceed the amount actually paid to you under the above
 paragraph 3(i) of this Letter Agreement. Any other claim shall not be
 limited.


	
 

	
 

	
 


	
 

	
(v)     You
 shall not be required to mitigate damages or the amount of any payment
 provided for under this Letter Agreement by seeking other employment or
 otherwise, and compensation earned from such employment or otherwise shall
 not reduce the amounts otherwise payable under this Letter Agreement. No
 amounts payable under this Letter Agreement shall be subject to reduction or
 offset in respect of any claims which the Company (or any other person or
 entity) may have against you.


	
 

	
 

	
 


	
 

	
10. Miscellaneous


	
 

	
 

	
 


	
This Letter
 Agreement supersedes all prior agreements, arrangements and understandings
 and constitutes the complete and full agreement and understanding between the
 Company and you relating to the subject matter covered herein except as
 specifically set forth in the above paragraph 3(iii). Any modifications or
 amendments to this Letter Agreement must be made in writing and signed by
 both you and the Company.


	
 

	
 

	
 


	
This Letter
 Agreement shall be governed by the laws of the Commonwealth of Pennsylvania,
 without regard to conflicts of law principles.





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I will be your
primary contact after your Termination Date, providing assistance for all
matters related to this Letter Agreement. I have sent you two originals signed
and dated. Please return one original of this Letter Agreement to me signed and
dated as confirmation of your acceptance of this offer.


	
 

	
 


	
 

	
Sincerely,


	
 

	
 


	
 

	
/s/ Drew A.
Moyer


	
 

	



	
 

	
Drew A.
 Moyer


	
 

	
Sr. Vice
 President and


	
 

	
Chief
 Financial Officer





Accepted and
agreed to on

November 21, 2008, and intending

to be legally bound.


	
 


	
/s/ Edward
J. Prajzner 


	



	
Edward J.
 Prajzner





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