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Exhibit 10.1
SEPARATION AGREEMENT




This Separation Agreement (the “Agreement”) is entered into this 1st day of
April, 2011, by and between EDMUND C. REITER (“REITER”) and AWARE, INC.
(“AWARE”).


WHEREAS, effective April 1, 2011, REITER’s employment with AWARE is terminated,
and


NOW THEREFORE, in consideration of the mutual promises and covenants herein set
forth, which consideration is acknowledged by the parties to be good and
sufficient, the parties hereto covenant and agree as follows:


1.  Within one business day after the end of the Waiting Period (as defined
below), AWARE shall pay to REITER a lump sum of One Hundred Ninety Two Thousand
Five Hundred Dollars ($192,500), subject to appropriate tax withholdings and
other appropriate deductions.


2.  Within one business day after the end of the Waiting Period, AWARE shall
grant REITER 105,000 shares of unrestricted common stock of AWARE, subject to
the terms of the Unrestricted Stock Award Agreement to be entered into between
AWARE and REITER (the “Unrestricted Stock Award Agreement”).
 
3.  REITER agrees to forfeit to AWARE all AWARE stock options, whether vested or
unvested, held or owned by REITER, including, without limitation, AWARE stock
option awards granted to REITER on October 14, 2003, September 8, 2004, February
9, 2005 and May 23, 2008.  Upon execution of this Agreement, all such stock
options shall be null and void.  REITER acknowledges that the unrestricted stock
award of Aware he was granted on July 26, 2010 and which contemplates the
possibility of the issuance to him of an additional 107,143 shares of common
stock of AWARE, shall be null and void from and after termination of his
employment with Aware.   REITER acknowledges that the Stock Appreciation Rights
(“SARs”) that were granted to him on May 20, 2009  which provided him with
24,000 SARs will be paid in accordance with the terms of the Stock Appreciation
Rights Award between REITER and AWARE.
 
4.   Beginning April 2, 2011, REITER and REITER’s eligible dependents will be
eligible at REITER’s expense to continue healthcare coverage through the
provisions set forth in the Consolidated Omnibus Budget Reconciliation Act of
1986, as amended by the Omnibus Budget Reconciliation Act of 1989 (“COBRA”).
 
5.  REITER acknowledges and agrees that the consideration provided herein
constitutes good and sufficient consideration for this Agreement.
 
6. In consideration of the undertakings, transactions and consideration recited
in this Agreement, which REITER agrees he would not otherwise be entitled to,
REITER, on behalf of himself, his heirs, agents, representatives, attorneys,
assigns, executors, beneficiaries, and administrators, hereby releases and
forever discharges AWARE and each and all of its parents, divisions,
subsidiaries, affiliates, predecessors, successors and assigns, as well as the
past, present and future officers, directors, shareholders, attorneys, employees
and agents of each, hereinafter referred to as the “Releasees”, from any and all
causes of action, claims for damages, debts, demands, suits, accounts,
covenants, contracts, agreements, judgments, executions, orders, bonuses, back
pay, commissions and any and all claims, demands and liabilities whatsoever of
any kind, whether in law or in equity, arising or which may have existed, from
the beginning of the world to this date, whether now known or unknown, suspected
or unsuspected including, but not limited to, any and all matters related in any
way to REITER’s employment with or separation from AWARE, any claims for
severance, compensation, commissions, wages or bonuses, as well as all claims
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act of 1967, as amended by the Older Workers Benefit Protection Act
of 1990, American with Disabilities Act, Massachusetts General Laws c. 151B, the
Employee Retirement Income Security Act of 1974, any federal or state
anti-discrimination laws, and any other statutory, common law or other claims of
any nature whatsoever against any of the Releasees, but expressly excepting all
rights and obligations of the parties arising out of or relating to this
Agreement.


This means that by signing this Agreement, REITER will have waived any right he
had to bring a lawsuit or make any legal claim against AWARE or any of the
Releasees based on any actions taken by any of the Releasees up to the date of
the signing of this Agreement, and that REITER will have released the Releasees
of any and all claims of any nature arising up to the date of the signing of
this Agreement.


 
 

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7.  REITER agrees that he shall not disparage AWARE or its directors, officers,
employees or agents in a personal manner, a professional manner or otherwise.


8.  This Agreement shall not be construed as an admission of any sort by AWARE,
nor shall it be used as evidence in a proceeding of any kind except one in which
a party alleges a breach of the terms of this Agreement or one in which a party
elects to use this Agreement as a defense to any claim.


9.  Should any part, term, or provision of this Agreement be determined by any
tribunal, court, or arbitrator to be illegal, invalid, or unenforceable, the
validity of the remaining parts, terms, or provisions shall not be affected
thereby, and the illegal, invalid, or unenforceable part, term, or provision
shall be deemed not to be a part of this Agreement.


10.  The parties agree that a failure by any party at any time to require
performance of any provision of this Agreement shall not waive, affect,
diminish, obviate or void in any way that party’s full right or ability to
require performance of the same, or any other provisions of this Agreement, at
any time thereafter.


11.  Other than as stated herein, the undersigned parties warrant that no
promise or inducement has been offered for this Agreement and that they are
competent to execute this Agreement and accept full responsibility for it.


12.  REITER agrees to immediately return all property of AWARE, including, but
not limited to all computer equipment, software and books. REITER agrees to turn
in all time sheets through the latest pay period.


13.  REITER acknowledges and agrees to comply with his continuing obligations as
set forth in the Employee Agreement signed by REITER.  This Agreement, along
with the Unrestricted Stock Award Agreement, the Employee Agreement entered into
between the parties, and a Consulting Agreement to be entered into between AWARE
and REITER as of April 1, 2011, as well as all agreements incorporated by
reference in any of the aforementioned agreements, set forth the entire
agreement between the parties hereto, and fully supersede any and all prior
agreements or understandings between the parties.  This Agreement may be
modified only by a writing signed by all parties hereto.


14.  REITER acknowledges that he has been advised to seek the advice and counsel
of an attorney prior to executing this Agreement (although REITER may chose not
to engage counsel).  REITER further acknowledges that he has the opportunity to
consider this Agreement, and in particular the release of claims, including
claims under the Age Discrimination in Employment Act, for twenty-one  (21) days
(although REITER may waive said requirement by signing this Agreement), and that
this Agreement is revocable for seven (7) days following its execution and shall
not become effective or enforceable until the eighth day following execution of
the same (such seven-day period is referred to herein as the “Waiting Period”).


WHEREFORE, REITER acknowledges that he is entering into this Agreement knowingly
and voluntarily and as a waiver of all legal claims against AWARE or any of the
Releasees.  REITER and AWARE have read this Agreement, carefully considered its
provisions, and attest that they fully understand and knowingly accept its terms
in their entirety and without reservation.


AWARE, INC.


By:


/s/ Richard P. Moberg


Date: April 1, 2011
 



 
EDMUND C. REITER
Witness
       
/s/ Edmund C. Reiter
/s/ Kevin T. Russell
       
Date: April 1, 2011
Date: April 1, 2011




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