EX-10.1






Exhibit 10.1




SEPARATION AGREEMENT AND GENERAL RELEASE



THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is between Wireless Ronin Technologies
Inc. (the “Company” or “WRT”) and Robert Whent (referred to in this Agreement as “I”, “me” or
“my”).



1. Recital. The Company and I entered into an Executive Employment Agreement effective
August 16, 2007, hereafter referred to as the “Employment Agreement”. Capitalized terms used in
this Agreement but not herein defined are defined in the Employment Agreement.



2. Resignation. I have voluntarily resigned from my employment and from all offices and
other positions I may have had with the Company effective at 11:59 p.m. March 6, 2009, (the
“Resignation Date”). This Agreement sets forth certain agreements between the Company and me with
respect to my separation from the Company.



3. The Company’s Payment and Benefits. Notwithstanding my resignation, and subject to the
conditions described in Section 3.3 below, the Company will provide to me the following pay and
benefits:





3.1 Severance Pay. A Severance Payment totaling CAN $225,000.00 dollars equal to twelve (12)
months of my base salary, less applicable deductions and/or withholdings as appropriate (the
“Severance Payment”) will be made in a lump sum payable on or before April 3, 2009, by wire
to Canadian Imperial Bank of Commerce, 100 Ouellette Avenue, Windsor, Ontario, Bank Code
010, Swift Code CIBCCATT, Transit Number 00182, Account Number XXXXXXX.




3.2 Benefits. The Company will continue all of my currently enjoyed insured benefits (other
than short and long-term disability coverage which will terminate on May 2, 2009) until the
earlier of the twelve (12) month period from the date of my resignation and the date on
which I obtain replacement benefits through alternate employment, but excluding any benefits
received as a result of my participation or interest in or employment in the Online Teachers
Education Portal Project (the “Project”) after the date hereof. I agree to promptly notify
the Company if I receive benefits from alternate employment other than from the Project.




3.3 Taxes and Deductions. All payments are subject to standard tax and other deductions as
appropriate. In addition, I will be fully responsible for all taxes, interest and penalties
arising out of any payments and benefits made to me under this Agreement and will fully
indemnify the Company and hold it harmless with respect to the same.




3.4 Announcement. The Company has agreed that if I tender my resignation as contemplated by
this Agreement that all communications concerning my departure from the Company will be
consistent with a resignation initiated by me.









 



2



3.5 Conditions. All payments and benefits to be made under this Section are conditioned on
delivery to the Company of my written resignation by fax or email on or before March 10,
2009, effective immediately, and are subject to the following additional conditions:




	 	§	 	I must sign this Agreement within ten (10) days of receiving it.
	 
	 	§	 	I must not breach any of my promises or representations under this Agreement or
und any continuing obligations under my Employment Agreement as referenced in
Section 5.2, except as amended hereby.
	 
	 	§	 	I must comply with all applicable securities laws, including specifically the
Securities Act of 1933 and the Securities and Exchange Act of 1934, and including
any blackout or other trading restrictions impose pursuant to such laws.






3.6 The Project. The Company agrees to deliver to me with the Severance Payment a
Transfer and Assignment of their interest in the Project in the form attached as Schedule
“A” hereto.



4. My Release.



In exchange for the consideration provided to me in this Agreement, including the Company’s
payment of severance payments and benefits to me despite my resignation, and the Company’s
willingness to allow me to resign, 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 all 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 legal 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 Employment Standards Act, 2000 or the Human Rights Code, as each may
have been amended, and all claims of any nature under any other federal, provincial, or
local statute, ordinance or other law or legal theory, including any based on wrongful
discharge, breach of any contract, promissory,









 



3



estoppel, emotional distress, defamation, negligence, invasion of privacy, or any other
theory, and including all claims related to my employment, the compensation, benefits and
rights enjoyed by me in connection with such employment or those related to my 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 or commence any applications or proceedings against the Company or any Related Party
relating to any of My Claims.



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.



This Agreement 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 the Canada Business Corporations Act or the Ontario
Business Corporations Act in respect of claims, actions or damages made, brought or assessed
against me or to which I become a party by reason of my having been an officer or employee of
the Company. This Agreement also does not affect my rights to indemnification and defense as
more fully set forth in the Company’s bylaws.




5. Additional Agreements and Understandings.





5.1 Final Payments. I acknowledge and agree that, upon my receipt of the benefits
described below I will have been paid all wages, salary, other compensation, and benefits
due me as an employee of the Company through my Resignation Date. I understand that the
benefits described below will be provided to me whether or not I sign this Agreement. In
addition, in accordance with the Ontario law I will be entitled to benefit continuation
as set out in Section 3.2 hereof and




	 	§	 	Base Salary (subject to applicable withholding) payable through the Resignation
Date as described above.
	 
	 	§	 	Accrued unused paid time off (“PTO”) as of the Resignation Date.
	 
	 	§	 	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.






The Company acknowledges its obligation to pay the amounts and provide the benefits
stated in this Section on the next regular pay day following the Resignation date. I
understand that any interest in any RRSP, 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



5.2 Continuing Obligations. I acknowledge and agree that I remain bound by the
provisions of Articles 7, 8 and 9 of the Employment Agreement and that I am obligated
under all such provisions in accordance with their terms; provided that the Company
agrees that my participation and ownership interest in the Project shall not constitute
any breach of the provisions of Articles 7, 8 and 9 of the Employment Agreement.




5.3 Sufficient Consideration. I agree that I am receiving adequate consideration for my
release of claims against the Company and my other promises contained in this Agreement,
which consideration includes but is not limited to the Company’ offer to continue my
insured benefits beyond the statutory notice period as specified in Section 3.2, which is
not required by the terms of my Employment Agreement.




5.4 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.




5.5 Return of Property. Save for documents relating to the Project, I will, on request,
and, in any event, no later than one business day after my Resignation Date, collect and
return 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, pages, 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, on or before
the Resignation Date, I will deliver such information to the Company and remove it from
all such personal equipment in a manner and form agreed upon by the Company.




5.6 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.




5.7 Binding Effect. This Agreement shall be binding upon each of the parties and each
party’s heirs, successors, administrators, executors, legal representatives, agents and
assigns. I understand, however, that this Agreement is personal to me and may not be
assigned by me.




5.8 Complete Agreement. Save for Schedule “A” attached hereto pertaining to the Project,
this Agreement is intended to state the complete Agreement among the parties in
connection with the termination of my employment with the Company. With the exception of
the provisions that I acknowledge to be continuing obligations under









 



5



Section 5.2 of this Agreement, any prior agreements, including any provisions regarding
the payment of severance to me under my Employment Agreement are terminated and/or
superseded by this Agreement. This Agreement shall be governed by the laws of the
Province of Ontario.



6. Rights to Consider; Knowing and Voluntary Waiver.





6.1 Right to Consult Legal Counsel: I understand that by way of this paragraph, the
Company is specifically advising me to consult an attorney prior to signing this
Agreement.




6.2 Consideration: I have read this Agreement carefully and understand all of its terms.
By signing this Agreement, I understand that I am specifically waiving all rights or
claims against the Company arising out of or in respect of my employment with the Company
or the termination of that employment, except my right to enforce the terms of this
Agreement. 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 legal
counsel prior to signing it. In agreeing to sign this Agreement I have not relied on any
statements or explanations made by the Company, its agents or its legal counsel, other
than those contained in this Agreement.



	 	 	 	 	 
	 	 	 
	Dated: March 6, 2009 	/s/ Robert Whent
 	 
	 	Robert Whent 	 
	 	 	 
	 	Wireless Ronin Technologies, Inc. 	 
	 



	 	 	 	 	 	 	 	 	 
	Dated: March 6, 2009

	 	By:
	 	/s/
	 	Scott Ross	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Scott Ross	 	 
	 

	 	 	 	 	 	Vice President, General Counsel and Secretary	 	 
	 

	 	 	 	 	 	Wireless Ronin Technologies, Inc.	 	 












 



 


Schedule “A” to Separation Agreement and General Release



This Assignment and Transfer Agreement (the “Assignment”) is dated the 6th day of March, 2009,
between Wireless Ronin Technologies Inc. (the “Company” or “WRT”) and Robert Whent (referred to in
this Agreement as “Whent”).



WHEREAS the parties hereto enter into a Separation Agreement and General Release effective 11:59
p.m. on March 6, 2009.



AND WHEREAS the Company agreed to transfer to Whent their rights, title, interest and ownership in
the Online Teachers Education Portal Project (the “Project”);



NOW THEREFORE this Agreement witnesseth in consideration of the sum of $1.00 and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto agree as follows:




1. Recitals



1.1 The foregoing recitals are true in substance and in form and are hereby incorporated by
reference.




2. Assignment and Transfer of the Project



2.1 The Company hereby expresses and does, by this document, hereby irrevocably transfer and assign
all its right, title, interest and ownership in the Project to Whent and his heirs, successors, and
assigns, including but not limited to the following:





	 	(a)	 	all written and electronic documents, manuals, programs, and other media
pertaining to the Project;
	 
	 	(b)	 	all Project assets, including but not limited to course-ware;
	 
	 	(c)	 	all concepts and plans, whether written or not;
	 
	 	(d)	 	all business plans for the Project;
	 
	 	(e)	 	all service, customer and other contracts and agreements in connection with the
Project, including but not limited to the supplier and members of the Boards of
Education listed in Schedule “A” hereto.




2.2 No computer or other equipment shall be transferred to Whent.



2.3 Whent will continue to service all customers, without compensation from the Company, and agrees
to indemnify the Company from any damages or liabilities that the Company may incur as a result of
Whent’s operation of the Project after the date hereof.











 



2




3. Additional Provisions



3.1 This Agreement shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of Province of Ontario.



3.2 Each of the parties hereto covenants and agrees that they will sign such further agreements,
assurances, papers and documents, and generally do and perform or cause to be done and performed
such further and other acts and things as may be necessary or desirable from time to time in order
to give full effect to this Agreement and every part hereof.



3.3 This is the entire agreement between the parties and there are no representations, warranties
or covenants except as set out herein.



3.4 All of the terms, covenants and conditions herein contained shall be for and shall inure to the
benefit of and shall bind the respective parties hereto and their successors and assigns
respectively, and the further assignment by the Assignee of this Agreement is expressly permitted
by the Assignor.



Dated this 6th day of March, 2009.




	 	 	 	 	 
	 	Wireless Ronin Technologies, Inc.

 	 
	 	By:  	/s/ Scott Ross
 	 
	 	 	Scott Ross 	 
	 	 	Vice President, General Counsel and
Secretary 	 
	 



	 	 	 	 	 
	 

	 	I have authority to bind the Corporation.	 	 
	 
	 	 	 	 
	/s/
[illegible]
 

Witness

	 	/s/ Robert Whent
 

Robert Whent
	 	 












 



 


SCHEDULE “A”

TO

ASSIGNMENT AND TRANSFER AGREEMENT




Supplier




Open Knowledge Technologies (OK Tech)




Boards of Education




Catholic District School Board of Eastern Ontario




Greater Essex County District School Board




Nipissing-Parry Sound Catholic School Board




Northwest Catholic District School Board




Superior Greenstone District School Board




Superior North District School Board




Toronto Catholic District School Board




Upper Canada District School Board