COMPLETE AND PERMANENT RELEASE AND RETIREMENT AGREEMENT

In consideration of the payments and benefits described above, and to the fullest extent allowed by law, Mr. Williamson, for himself, his agents, spouse, heirs, successors and assigns (“Williamson Releasors”), hereby releases and forever discharges the Company, its shareholders, direct and indirect subsidiaries, related entities, predecessors, assigns, parents, successors, affiliates, Company benefit plans, Company fiduciaries, Company administrators and its and their directors, officers, employees (current and former), attorneys, agents, and all other representatives (“Company Releasees”), from any and all charges, claims, suits and expenses (including attorneys’ fees and costs), whether known or unknown, including, but not limited to, claims of age or other discrimination, breach of contract, wrongful discharge, constructive discharge, claims under the Wisconsin Fair Employment Act, § 111.31, et. seq. Wis. Stats.; Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et. seq .; the Age Discrimination in Employment Act, 29 U.S.C. § 621 et. seq.; the common law of Wisconsin, or any other federal, state or local law relating to employment  (“Released Claims”). The Released Claims include any and all matters in connection with or relating in any way to Mr. Williamson’s employment with the Company and his retirement from the Company, provided, however, that nothing herein shall release, diminish, or otherwise affect Mr. Williamson’s vested benefits.  Notwithstanding the foregoing, this release and waiver of claims does not waive, release or discharge: (i) claims arising after the execution of this Agreement; (ii) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, although he waives any right to monetary relief related to such a charge or administrative complaint; (iii) claims which cannot be waived by law, such as claims for workers' compensation; (iv) claims to enforce the terms of this Agreement; (v) claims for indemnification Mr. Williamson may have pursuant to the Company’s Bylaws, Articles of Incorporation or applicable laws; or (vi) claims to enforce rights to vested benefits, such as pension or retirement benefits (“Non-Released Claims”).

The Williamson Releasors hereby covenant not to sue and hereby release and discharge and agree to defend and indemnify the Company Releasees from any and all statutory and common law claims that they have or may have against the Company Releasees arising prior to or on the Effective Date of this Agreement, including, without limitation, any actual or potential claims relating to any actual or alleged violation by the Company Releasees of any federal, state or local statutes, any actual or potential claim of any type under Wisconsin law, any actual or potential claim for economic damages, intentional and/or negligent infliction of emotional distress, intentional and/or negligent misrepresentation, breach of contract, breach of the covenant of good faith and fair dealing, any actual or potential claim for unpaid wages, severance pay, bonus, sick leave, overtime wages, holiday pay, vacation pay, life insurance, health and medical insurance, or any other fringe benefit, and/or any actual or potential claim for attorneys’ fees, costs, disbursements and/or the like; provided, however, Non-Released Claims are excluded from this paragraph 5(b). You further agree that if you or any of the Williamson Releasees breach this paragraph 5(b), the Company shall be entitled to seek all relief and recover all damages available to it under any legal theory, including, but not limited to, the recovery of the value of all amounts paid as of the time of such breach, as well as the right to cease making further payments pursuant to this Agreement. However, the prior two sentences shall not apply to any action You may bring challenging the validity of this Release under the ADEA, which you may do without penalty. You further agree that notwithstanding any breach of this paragraph 5(b), you are and shall continue to be bound the remaining provisions of this Agreement, including the non-disparagement, confidentiality, non-solicitation and non-competition clauses.  

During Mr. Williamson’s employment with the Company, he was provided with Confidential Information relating to the Company, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to the Company. Mr. Williamson agrees that all Confidential Information is and shall remain the sole and absolute property of the Company. On the earlier of the Separation Date and a date designated by the Company between the Effective Date and the Separation Date: (i) Mr. Williamson shall immediately return to the Company all property, documents and materials belonging to the Company, including but not limited to his Company cell phone (should he elect not to retain it), Company iPad, Company computer, Company vehicle (should he elect not to purchase it) and materials and documents , paper or electronic, provided to him or generated by him, in the course of his employment and that concern or relate to any aspect of the Company’s business, including without limitation Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof; and (ii) Mr. Williamson’s access to Company facilities and computer systems shall terminate. Mr. Williamson further agrees that he will not disclose or use, or otherwise permit the use or disclosure of any Confidential Information of the Company. For purposes of this Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that is confidential and proprietary to the Company, including without limitation:

information relating to the Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists, terms and conditions of sale and other similar information;

inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company;

the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development;

the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and,

other confidential and proprietary information or documents relating to the Company’s products, business and marketing plans and techniques, strategic planning documents, sales and distribution networks and any other information or documents which the Company protects as being confidential.

Mr. Williamson further agrees that he shall not engage in any of the conduct described in subsection (i) below, either directly or indirectly, or as an employee, contractor, consultant, advisor, promoter, sponsor, partner, officer, director or stockholder or act in any other capacity for any person, firm, partnership or corporation, whether foreign or domestic:

For a period of 24 months following the Separation Date, Mr.  Williamson:

will not accept employment with, or advise or consult to or with, any person or entity engaged in a “Competitive Activity” in any capacity in which he will have any responsibility, including but not limited to responsibility for sales, marketing, new product development, product innovation, design, manufacturing and/or strategic planning, and/or the supervision or management of any of the foregoing functions, with respect to any Competitive Product anywhere in the Territory; and,

will not accept employment with, or advise or consult to or with, any Customer in any capacity that involves any participation of any kind in any aspect of a Customer’s relationship with the Company, including but not limited to the Customer’s purchase, sale, use and/or marketing of any of the Company’s products or services, the negotiation of terms, conditions and pricing with the Company, and/or providing assistance, guidance or advice to any other employees of the Customer with respect to any of the foregoing matters.

will not, directly or indirectly, (x) recruit, solicit or knowingly induce or attempt to induce, encourage or recommend, any employee, independent sales representative, supplier, customer, shareholder, bank, other business partner or consultant of the Company to curtail or terminate an employment or other relationship with the Company or (y) hire, employ, retain or in any way compensate for services any then current employee of the Company; and

will not, directly or indirectly, knowingly (x) induce or attempt to induce, encourage or recommend, any Customer to curtail or terminate its relationship with the Company, or (y) solicit, or assist any other person in soliciting, a customer relationship with any such Customer except for a purpose that is not a Competitive Activity.

Mr. Williamson acknowledges and agrees that compliance with this paragraph 9 is necessary to protect the legitimate business interests of the Company. You expressly understand and agree that any breach of paragraph 9 by You shall constitute a material breach of this Agreement, which shall cause irreparable harm to the Company for which there will be no adequate remedy at law. In the event of a breach of paragraph 9, or any part thereof, the Company, and its successors and assigns, shall be entitled to institute and prosecute proceedings in any Court of competent jurisdiction for injunctive relief to enjoin Mr. Williamson from performing services in breach of paragraph 9, and for other and further relief as is proper under the circumstances. Mr. Williamson hereby agrees to submit to the jurisdiction of any Court of competent jurisdiction in any disputes that arise under this Agreement.

In the event of a breach of paragraph 9, the Company shall be entitled to seek all relief and recover all damages available to it under any legal theory, and for its damages Company shall have, in addition to other allowable damages, the option either to: (i) recover from Mr. Williamson all severance payments made to Mr. Williamson during the period of time in which Mr. Williamson was in breach of paragraph 9; or (ii) to be relieved of any future obligations to pay any additional severance payments pursuant to paragraph 3. Regardless of which option the Company elects, the Company shall retain all rights to the injunctive relief provided for in subparagraph (c) above. In the event that Mr. Williamson should successfully pursue an argument that any provision in this Agreement is unreasonable and unenforceable, then the Company shall be entitled to recover from Mr. Williamson all severance payments made by the Company to Mr. Williamson and cease making further severance payments because, as Mr. Williamson acknowledges and agrees, the Company would never have agreed to make those severance payments to him if he had not agreed to all the terms, conditions and restrictions set forth in this Agreement, which he again acknowledges to be reasonable and necessary for the protection of the Company’s legitimate business interests. Finally, in the event of a breach of paragraph 9, the 24 month post-termination restriction period will be extended by a period of time equal to the period of time during which Mr. Williamson was in breach of paragraph 9.

Mr. Williamson further agrees that notwithstanding any breach on his part of any portion of this paragraph 9 at any time during the course of this Agreement, he is and shall continue to be bound by the remaining provisions of this paragraph 9 governing confidentiality, non-solicitation and non-competition and all other provisions of this Agreement, including the non-disparagement clause under paragraph 8.

MR. WILLIAMSON HAS READ THIS ENTIRE PARAGRAPH 9 AND AGREES THAT THE CONSIDERATION PROVIDED BY THE COMPANY IS FAIR AND REASONABLE AND FURTHER AGREES THAT GIVEN THE IMPORTANCE TO THE COMPANY OF ITS CONFIDENTIAL AND PROPRIETARY INFORMATION, THE FOREGOING RESTRICTIONS ON HIS ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.