EXHIBIT 10.1


    
      

    


    EXHIBIT
      10.1

    


    


     

    RETIREMENT
      BONUS AREEMENT AND 

    GENERAL
      RELEASE

     

     

         This
      Retirement Bonus Agreement and General Release (“Agreement”) is entered into by
      Ricky Gujral (“Employee”), and Hydrogen Power, Inc. (“HPI”) (collectively, the
“Parties”).

     

     

         WHEREAS,
      Employee has decided to retire from HPI.; and

     

     

         WHEREAS,
      HPI
      wishes to recognize the value Employee brought to HPI during her tenure as
      CEO;
      and 

     

     

         WHEREAS,
      a
      triggering event has occurred under the Executive Severance Agreement (“ESA”)
      that would have entitled Employee to severance payments; and

     

     

         WHEREAS,
      notwithstanding these severance rights the Employee wishes to receive a
      retirement bonus instead of severance benefits and the Employee will hereby
      give
      a full release of any claims for severance that the Employee may have against
      HPI and in exchange for the other covenants and agreements contained
      herein;

     

     

         NOW,
      THEREFORE,
      in
      consideration of the promises and mutual covenants contained herein, and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      expressly acknowledged, the Parties agree and promise as follows:

     

     

         1.
      EMPLOYEE'S
      RETIREMENT.
      Pursuant
      to this Agreement, Employee will retire effective as of............,................................ (the
      "Retirement Date").

     

     

         2.
      RETIREMENT
      BONUS.

     

     

              a.
      The Employee shall be entitled to be paid on the Retirement Date by Hydrogen
      Power, Inc. a retirement bonus of $750,000.00. which amount was advanced to
      the
      Employee in November, 2006 (referred to in this Agreement as the “Retirement
      Bonus.”)

     

              

     

              b.
      Employee acknowledges that except as otherwise provided in 2(a) above,
      Employee’s Benefits cease on Employee’s Retirement Date.

     

     

              c.
      Employee and HPI acknowledge that nothing in this Agreement limits Employee’s
      right to receive her regular base salary through the Retirement Date shall
      be
      determined in accordance with the ESA. Further, 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


     

     

    Employee
      shall receive payment for all vacation or paid time off that has accrued and
      remains unused as of Employee’s Separation Date.

     

     

              d.
      Except as set forth herein, and options already granted Employee is not entitled
      to receive any further compensation or benefits of any sort from Hydrogen Power,
      Inc. or their respective affiliates, or any of their respective officers,
      directors, employees, agents, insurance companies, attorneys, subsidiaries,
      successors or assigns.

     

     

              e.
      Employee represents that Employee has not filed, initiated, or caused to be
      filed or initiated, any legal action covering any claim released in this
      Agreement and hereby agrees and promises that Employee will never file, initiate
      or cause to be filed or initiated, at any time subsequent to the execution
      of
      the Agreement, any claim, suit, complaint, action, or cause of action, in any
      state or federal court based in whole or in part on the matters herein released,
      except to the extent such waiver is precluded by law. Employee further agrees
      not to seek to share or participate in any recovery arising out of, based upon,
      or relating to matters released hereunder, and agrees not to voluntarily
      participate, assist or cooperate in any suit, action, or proceeding against
      or
      regarding the Released Parties, or any of them, unless compelled by
      law.

     

     

    f.
      Employee shall be entitled to non-confidential information about the financial
      and other relevant matters pertaining to the progress of HPI in achieving its
      mission on at least a quarterly basis. Such information to be provided by the
      CEO of HPI including answers to specific questions by the Employee.


     

     

         3.
      GENERAL
      RELEASE OF CLAIMS.
      In
      consideration of the retirement bonus and benefits referred to herein, Employee
      hereby forever releases and discharges HPII, and HPI and their respective
      affiliates.(collectively, the “Released Parties”), from any and all claims,
      charges, complaints, liens, demands, causes of action, obligations, damages
      and
      liabilities, KNOWN
      OR UNKNOWN, SUSPECTED OR UNSUSPECTED,
      that
      Employee had, now has, or may hereafter claim to have against the Released
      Parties from the beginning of time to the date Employee signs this Agreement.
      This release specifically extends to, without limitation, claims or causes
      of
      action for sexual harassment, wrongful termination, impairment of ability to
      compete in the open labor market, breach of an express or implied contract,
      breach of the covenant of good faith and fair dealing, breach of fiduciary
      duty,
      fraud, misrepresentation, defamation, slander, infliction of emotional distress,
      discrimination, harassment, disability, loss of future earnings, and claims
      under the United States Constitution, and applicable state and

     

     

    2

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    federal
      fair employment laws, federal equal employment opportunity laws, and federal
      and
      state labor statutes and regulations, including, but not limited to, Title
      VII
      of the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act,
      as
      amended, the National Labor Relations Act, as amended, the Labor-Management
      Relations Act, as amended, the Worker Retraining and Notification Act of 1988,
      as amended, the Americans With Disabilities Act of 1990, as amended, the
      Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security
      Act of 1974, as amended and the Age Discrimination in Employment Act of 1967,
      as
      amended. Notwithstanding the foregoing, the parties expressly agree that
      Employee does not release any claim relating to the enforcement of this
      Agreement or the breach hereof.

     

     

         Employee
      understands and agrees, except as provided herein, that this Agreement is
      intended to include all claims, if any, which Employee may have and which
      Employee does not now know or suspect to exist in Employee’s favor against the
      Released Parties, and this Agreement extinguishes those claims.

     

     

         4.
      OWNERSHIP
      OF CLAIMS.
      Employee represents and agrees that neither Employee nor anyone acting on
      Employee’s behalf has assigned or transferred, or attempted to assign or
      transfer, to any person or entity, any of the claims Employee is releasing
      in
      this Agreement.

     

     

         5.
      DISCOVERY
      OF DIFFERENT OR ADDITIONAL FACTS OR CHANGE IN
      CIRCUMSTANCES.
      Employee acknowledges that Employee might hereafter discover facts different
      from, or in addition to, those Employee now knows or believes to be true with
      respect to a claim or claims released herein, and Employee expressly agrees
      to
      assume the risk of possible discovery of additional or different facts, and
      agrees that this Agreement shall be and remain effective, in all respects,
      regardless of such additional or different discovered facts.

     

     

         6.
      NON-ADMISSION
      OF LIABILITY.
      Nothing
      in this Agreement shall be construed as an admission of liability by Employee
      or
      the Released Parties; rather, Employee and the Released Parties are resolving
      all matters arising out of their respective employer-employee relationships
      with
      Employee and all other relationships between Employee and the Released Parties,
      as to each of which each of the Released Parties and Employee denies any
      liability.

     

     

         7.
      INDEMNIFICATION.
      To the
      fullest extent permitted by the indemnification provisions of the Articles
      of
      Incorporation and Bylaws of HPII or HPI in effect as of the date of this
      Agreement or as most recently in effect and the indemnification provisions of
      the corporation statute of the jurisdiction of Hydrogen Power, Inc.
      or

     

     

    3

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    Their
      respective place of incorporation in effect from time to time (collectively,
      the
“indemnification Provisions”), and in each case subject to the conditions
      thereof, Hydrogen Power, Inc. and any of their respective successors shall
      (i)
      indemnify Employee, as an officer and employee of HPII, against all liabilities
      and reasonable expenses that may be incurred by Employee in any threatened,
      pending, or completed action, suit or proceeding, whether civil, criminal or
      administrative, or investigative and whether formal or informal, because the
      Employee is or was an officer or employee of HPI and with respect to which
      Employee may be indemnified by the corporation, and (ii) pay for or reimburse
      the reasonable expenses incurred by the Employee in the defense of any
      proceeding to which the Employee is a party or with respect to which Employee
      participates as a witness or otherwise because the Employee is or was an officer
      or employee of HPI. The rights of the Employee under the Indemnification
      Provisions shall survive the termination of the employment of the Employee
      by
      HPI.

     

     

         8.
      BINDING
      EFFECT.
      This
      Agreement shall be binding upon the Parties and their respective heirs,
      administrators, representatives, executors, successors and assigns, and shall
      inure to the benefit of the Parties and their respective heirs, administrators,
      representatives, executors, successors and assigns. This Agreement supersedes
      and replaces the earlier “Severance Agreement and General Release” signed by the
      Employee and HPII, and or HPI.

     

     

         9.
      SEVERABILITY.
      While
      the provisions contained in this Agreement are considered by the Parties to
      be
      reasonable in all circumstances, it is recognized that provisions of the nature
      in question may fail for technical reasons and, accordingly, it is hereby agreed
      and declared that if any one or more of such provisions shall, either by itself
      or themselves or taken with others, be adjudged to be invalid as exceeding
      what
      is reasonable in all circumstances for the protection of the interests of the
      parties, but would be valid if any particular restrictions or provisions were
      deleted or restricted or limited in a particular manner, then the said
      provisions shall apply with any such deletions, restrictions, limitations,
      reductions, curtailments, or modifications as may be necessary to make them
      valid and effective.

     

     

         10.
      ENTIRE
      AGREEMENT; MODIFICATION.
      This
      Agreement, the Retention Agreement and Participation Agreement constitute the
      entire understanding among the Parties and may not be modified without the
      express written consent of the Parties. This Agreement supersedes all prior
      written and/or oral and all contemporaneous oral agreements, understandings
      and
      negotiations regarding its subject matter.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


     

     

         11.
      DISPUTE
      RESOLUTION.
      Each
      Party to this Agreement agrees that any dispute arising under or out of the
      matters contained herein shall be resolved in accordance with the
      ESA.

     

     

         12.
      GOVERNING
      LAW.
      This
      Agreement shall be governed by and construed and enforced pursuant to the laws
      of the State of Washington applicable to contracts made and entirely to be
      performed therein.

     

     

         

     

     

         13.
      VOLUNTARY
      AGREEMENT; NO INDUCEMENTS.
      Each
      Party to this Agreement acknowledges and represents that Employee or it (a)
      has
      fully and carefully read this Agreement prior to signing it, (b) has been,
      or
      has had the opportunity to be, advised by independent legal counsel of his
      or
      its own choice at his or its own cost as to the legal effect and meaning of
      each
      of the terms and conditions of this Agreement, and (c) is entering into this
      Agreement freely and voluntarily and not in reliance on any promises or
      representations other than as set forth in this Agreement.

     

     

    


     

    


     

     

    


     

    
      	
               

            	
               

              I
                HAVE READ THE FOREGOING AGREEMENT AND I ACCEPT AND AGREE TO ITS PROVISIONS
                VOLUNTARILY WITH FULL UNDERSTANDING OF ITS
                CONSEQUENCES.

               

            


    

    


     

         

     

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    IN
      WITNESS WHEREOF,
      the
      Parties have signed this Agreement as of the date written below.

     

     

     

     

    
      	
              Dated:
                March
                7, 2007

            	 
	
               

              /s/
                Ricky Gujral

              Ricky
                Gujral

            	
              /s/
                John Martin

               Hydrogen
                Power, Inc.