ACKNOWLEDGMENT AND SIGNATURE

1.  

Six (6) months of salary at your current annual salary of $180,000, payable in one lump sum within thirty (30) days of your final date of employment at HDI or its successor.  This amount is $90,000;

2.  

Six (6) months of your current employee benefit for medical and dental insurance (80% of the premium cost will be paid by HDI and 20% by you), payable in one lump sum within thirty (30) days of final date of employment.  Based on current insurance premium payments this amount is estimated to be approximately $10,000;

3.  

Full vesting of any and all unvested options.

4.  

For purposes of this Agreement, Termination for Cause shall be defined as one or more of the following actions undertaken by you: theft of company property, perpetuation of fraud, falsifying HDI records, failure to perform duties as an employee of HDI, embezzlement, misappropriation, deliberately violating HDI policy or rules, conviction of a serious crime or misdemeanor (excluding minor traffic violations), or material misconduct.

 

 

1.  

If you, at any time, voluntarily terminate your employment with HDI or its Successor, you will forfeit all of the consideration outlined in this Agreement;

2.  

HDI will provide you with thirty (30)-days notice of its termination of your employment at HDI;

3.  

Should the Company decide that it needs your services on a part-time basis after termination of your employment at HDI, you agree to provide consulting services to HDI at the rate of $125 per hour.  Should you not provide such services to HDI, then you will forfeit all of the consideration outlined in this Agreement;

4.  

Should you be offered and accept employment at the Successor and are subsequently involuntarily terminated within the first twelve (12) months of your employment, you will be entitled to receive a payment equal to $50,000, which is approximately equal to: three (3) months of your current salary and three (3) months of your current medical and dental benefits.

5.  

For your agreement to provide reasonable consulting to the buyers of HDI assets, should they request you to provide consulting services to them and be willing to engage you for reasonable compensation for your providing such consulting services, HDI will not consider any consulting services that you provide to purchasers of HDI assets as full employment.  Therefore, even if you provide consulting work to the purchasers of HDI assets after you have been involuntarily terminated by HDI, HDI will pay your full retention bonus in accordance with the terms and conditions of the Agreement.

1.  

You hereby do release, agree not to sue, and forever discharge HDI of and from any and all manner of claims, demands, actions, causes of action, administrative claims, liability, damages, claims for punitive or liquidated damages, claims for attorney's fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever, you have or might have against them or any of them, whether known or unknown, in law or equity, contract or tort, arising out of or in connection with your employment with HDI, or the termination of that employment, or otherwise, and however originating or existing, from the beginning of time through the date of your signing this Agreement.

2.  

This release includes, without limiting the generality of the foregoing, any claims you may have for wages, salary, bonuses, commissions, penalties, compensation, deferred compensation, vacation pay, paid time off, separation benefits, defamation, invasion of privacy, negligence, improper discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), alleged violation of the United States Constitution, the Minnesota Constitution, the Minnesota Human Rights Act, Minn. Stat. § 363A.01 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Employment Retirement Income Security Act of 1976, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq., the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq., the Genetic Information Non-discrimination Act of 2008, Pub. L. No. 110-233, 122 Stat. 881 (codified as amended in scattered sections of 29 U.S.C. and 42 U.S.C.), any claim arising under Minn. Stat. Chapters 177 and 181, any claim for discrimination, harassment or retaliation based on sex, race, color, creed, religion, age, national origin, marital status, sexual orientation, disability, genetic information, status with regard to public assistance, sexual harassment or any other protected status, and any claim for retaliation under Minn. Stat. Chapter 176 or any other claim for retaliation.  You understand and agree that, by signing this Agreement, you waive and release any past, present, or future claim relating to your employment with HDI except as provided in Paragraph 4 below.

3.  

You hereby waive any and all relief not provided for in this Agreement.

4.  

By entering into this Agreement, the parties do not intend to release any claim for constructive discharge, which may arise from your employment relationship with HDI.  You expressly reserve the right to pursue any claim(s) you may have for constructive discharge.  For purposes of this

5.  

You are not, by signing this Agreement, releasing or waiving (i) any vested interest you may have in any 401(k), pension or profit sharing plan by virtue of employment with HDI, (ii) any rights or claims that may arise after it is signed, (iii) the post-employment benefits and payments specifically promised to you herein, (iv) the right to institute legal action for the purpose of enforcing the provisions of this Agreement, (v) the right to apply for unemployment compensation benefits, (vi) the right to file a charge of discrimination with a governmental agency, although you agree that you will not be able to recover any award of money or damages if you file such a charge or have a charge filed on your behalf, (vii) the right to testify, assist, or participate in an investigation, hearing, or proceeding conducted by the EEOC, or (viii) any rights you have under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).

6.  

HDI, as used in this Agreement, shall mean Hypertension Diagnostics, Inc. and its parent, subsidiaries, divisions, affiliated entities, insurers, if any, and its and their present and former officers, directors, shareholders, trustees, employees, agents, representatives and consultants, and the successors and assigns of each, whether in their individual or official capacities, and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of HDI, in their official and individual capacities.