Filed by Bowne Pure Compliance



 






EX. 10.71




SEPARATION AGREEMENT

CONFIDENTIAL




THIS SEPARATION AGREEMENT (the “Agreement”) made and entered into effective 20 December, 2007, by and between
Syntroleum Corporation, a Delaware corporation with its principle place of business at 4322 South 49th West
Avenue, Tulsa, OK 74107 (the “Company”) and Richard L. Edmonson, a natural person with his principal residence at 7924
S. Braden Avenue, Tulsa, OK 74136 (the “Executive”).



W I T N E S S E T H:




WHEREAS, the Executive became an employee of the Company as of August 16, 2003 (the “Employment Date”) and signed
an Employment Agreement dated July 30, 2003 (the “Employment Agreement”); and



WHEREAS, the Executive and the Company wish to modify and amend the Employment Agreement, as provided herein; and



WHEREAS, Executive’s employment with the Company shall be terminated due to a reduction in force; and



WHEREAS, the parties mutually desire to arrange for Executive’s separation from the Company under certain terms;
and



WHEREAS, in consideration of the mutual promises contained herein, the parties hereto are willing to enter into
this Agreement upon the terms and conditions herein set forth.



NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits
to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:



1. Separation and Resignation from Officer Positions.



Effective as of the close of business on December 31, 2007, the Executive will separate his service as an employee
of the Company (the “Separation Date”). The Executive agrees to resign any and all director officer, or other
positions he holds with the Company or any of its affiliates and/or subsidiaries, and the Executive hereby agrees to
sign and deliver the letter included herein Attachment “B”, evidencing his resignation on the Separation Date.



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Separation Agreement



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2. Special Compensation for Waiver and Release. 



(A) Waiver & Release. The Executive shall have up to forty-five (45) calendar days to consider whether to
sign and return this Agreement to the Company by first class mail, by hand delivery or by scanned document sent via
facsimile or electronic mail. In consideration for the Executive’s execution of and compliance with this Agreement,
including but not limited to the execution of the Waiver and Release attached hereto as Attachment “A” and Executive’s
agreement to respond to casual requests for clarifications and information for a period of two years beginning January
1, 2008, the Company shall provide the Executive consideration as set forth below in this Sections 2, 3(E), 3(F), 3(G)
and 4(B). The values of such consideration is in excess of what Executive is otherwise entitled to. This additional
consideration is provided subject to the binding execution by the Executive (without revocation) of the Waiver and
Release. The Company’s obligation to make any further payments or provide any benefits otherwise due under Sections
(2), 3(E), 3(F), 3(G) and 4(B) shall cease only in the event the Executive is in material breach of the terms of this
Agreement or the Waiver and Release and fails to cure such breach in a reasonable period of time. No payment shall be
made or other benefit described hereunder provided until the expiration of the seven-day revocation period described in
the Waiver and Release (the “Effective Waiver Date”).



(B) Separation Payments. Assuming the Waiver and Release has become binding (without revocation) and has
been re-affirmed as provided in Section 2(A), the Company agrees to pay the Executive special compensation in the form
of a lump sum amount of $422,548.04 (less applicable taxes) payable on December 28, 2007. This provision hereby
modifies and supersedes Section 13(d) of the Employment Agreement. This provision provides Executive with a benefit
valued in excess of what Executive would have otherwise been entitled to under Section 13(d) of the Employment
Agreement prior to it being modified and superseded by this provision.



3. Other Benefits.



(A) Salary. Payable on December 28, 2007, the Company will make a lump sum cash payment to Executive in
an amount equal to any salary earned up to the Separation Date from the last regular pay period.



(B) Unused Leave. Payable on December 28, 2007 and subject to any limitations in the Company’s personnel
policies, the Company will make a lump sum cash payment to Executive in an amount equal to the hours of unused vacation
leave earned up to the Separation Date.



(C) 401(k) Plan. The Executive’s benefits under the Syntroleum 401(k) Plan and any other plan or
arrangement of the Company shall be determined and paid in accordance with the terms of such plans without
modification. Except as expressly provided, all further benefits provided to the Executive shall cease as of the
Separation Date. 



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(D) Bonuses. The Executive acknowledges that, in exchange for the benefits granted above under Sections 2
and 3 of this Agreement, the Company shall have no further obligation to pay any bonuses to the Executive based upon
services rendered in any years after the Separation Date. The Executive shall be eligible to participate in the bonus
for the year 2007.



(E) D&O Insurance. Subject to the Company’s own decision with regard to amounts and insurance providers,
the Company will maintain D&O or other insurance coverage and extend same to the Executive, similar to the Company’s
then-current executive group, for a period of three (3) years from the Separation Date when possible.



(F) Restrictive Covenants. As a material inducement to the Company to enter into this Agreement,
Executive agrees that the restrictive covenants set forth in paragraphs 6, 7, 8, 9, 10, 11 and 12 of the Employment
Agreement, originally agreed to by the Executive in entering into the Employment Agreement in exchange for the
Company’s provision to the Executive of Trade Secret Information and for other good and valid consideration, remain in
full force and effect; provided, however, that, effective the Separation Date, the Company agrees to waive the
restrictions set forth in paragraphs 9(a) and 9(b). Notwithstanding the forgoing, the Company does not waive the
restrictions on the Executive as set forth in paragraph 9(c) of the Employment Agreement.



(G) Restricted Stock Grant. The Company and Executive acknowledge that they will execute a
Restricted Stock Award Agreement contemporaneous with this Separation Agreement covering the award to Executive of
100,000 shares of the Company’s common stock subject to performance vesting requirements. Such Restricted Stock Award
Agreement shall remain in effect and binding on the parties notwithstanding the separation of the Executive from the
Company.



4. Property of the Company.



(A) All documents, encoded media, and other tangible items provided to Executive by the Company or prepared,
generated or created by Executive or others in connection with any business activity of the Company are the property of
the Company, and Executive will promptly deliver to the Company all such documents, media and other items in
Executive’s possession, including all complete or partial copies, recordings, abstracts, notes or reproductions of any
kind made from or about such documents, media, items or information contained therein by the Separation Date.
Executive will neither have nor claim any right, title or interest in any trademark, service mark or trade name owned
or used by the Company.



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(B) Subject to the necessary and proper procedures of the Company’s Information Technology department for the
termination or retirement of any Company employee and the requirement that Company will not be required to purchase any
licenses to comply with this paragraph, the Company agrees to transfer ownership of certain listed items to the
Executive within 30 days of the Separation Date, or within a reasonable period thereof as required to coordinate with
the third party vendors of the Company. The items to be transferred are: (i) mobile phone and associated cell number,
and (ii) one laptop computer & peripherals (including basic operating system and business productivity software
licenses, keyboard, mouse monitor and docking station) for each. All items are to be provided to the Executive in
working order on an “AS IS, WHERE IS” basis.



5. Assistance with Legal Proceedings. The Executive agrees that for a period of three (3) years after the
Separation Date, the Executive will furnish such information and proper assistance as may be reasonably necessary in
connection with any litigation or other legal proceedings in which the Company or any affiliate or subsidiary is then
or may become involved; provided, however, that the parties agree to negotiate a reasonable rate of compensation for
any such services. No compensation shall be required for casual requests for clarifications and information for a
period of two years beginning January 1, 2008.



6. Nondisparagement. The Company will provide the Executive a mutually agreeable letter of reference;
such letter shall be agreed prior to the Separation Date. The Executive agrees to refrain from any criticisms or
disparaging comments about the Company or any affiliates (including any current or former officer, director or employee
of the Company), and the Executive agrees not to take any action, or assist any person in taking any other action, that
is adverse to the interests of the Company or any affiliate or inconsistent with fostering the goodwill of the Company
and its affiliates. Likewise, the Company agrees to refrain from any criticisms or disparaging comments about the
Executive, and the Company agrees not to take any action, or assist any person in taking any other action, that is
adverse to the interests of the Executive or inconsistent with fostering the goodwill of the Executive.
Notwithstanding the forgoing, this paragraph imposes no limitation on the Executive’s rights as a shareholder of the
Company, or on either party’s rights to enforce this Agreement.



7. Non-Alienation. The Executive shall not have any right to pledge, hypothecate, anticipate, or in any
way create a lien upon any amounts provided under this Agreement, and no payments or benefits due hereunder shall be
assignable in anticipation of payment either by voluntary or involuntary acts or by operation of law. So long as the
Executive lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or
the subject matter hereof. Upon the death of the Executive, his executors, administrators, devisees and heirs, in that
order, shall have the right to enforce the provisions hereof.



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CONFIDENTIAL




8. Amendment of Agreement. This Agreement may not be modified or amended except by an instrument in
writing signed by the parties hereto.



9. Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be
an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party
charged with such waiver or estoppel.



10. Notices. All notices or communications hereunder shall be in writing, addressed as follows:



To the Company:



Syntroleum Corporation


4322 South 49th West Avenue


Tulsa, OK 74107-6100
 


Attention: CEO
 


Phone: (918) 592-7900


Fax: (918) 592-7979



To the Executive:



Mr. Richard L. Edmonson


7924 S. Braden Ave.


Tulsa, OK 74136
 


Phone: (918) 728-3315


Fax: (918) 728-3315



All such notices shall be conclusively deemed to be received and shall be effective; (A) if sent by hand delivery, upon
receipt, (B) if sent by telecopy or facsimile transmission, upon confirmation of receipt by the sender of such
transmission or (C) if sent by registered or certified mail, on the fifth day after the day on which such notice is
mailed.



11. Tax Withholding.



(A) The Executive shall be responsible for paying any federal, state, city or other required taxes on all benefits
received from the Company under this Agreement.



(B) In instances where a taxable event involves options or stock, the taxes will be handled in accordance with the
applicable stock option agreement or restricted stock award agreement.



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CONFIDENTIAL




12. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, in
whole or part, such invalidity will not affect any otherwise valid provision, and all other valid provisions will
remain in full force and effect.



13. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be
deemed an original, and all of which together will constitute one document.



14. Titles. The titles and headings preceding the text of the sections and subsections of this Agreement
have been inserted solely for convenience of reference and do not constitute a part of this Agreement or affect its
meaning, interpretation or effect.



15. Drafting. The agreements between the Executive and Company contained herein shall not be construed in
favor of or against the other party but shall be construed as if all parties prepared this Agreement.



16. Agreement Not To Be Used As Evidence. This Agreement shall not be admissible as evidence in any
proceeding except one in which a party to this Agreement seeks to enforce this Agreement or alleges this Agreement has
been breached, or one in which a court or administrative agency of competent jurisdiction orders Executive or the
Company to produce this Agreement. If a court or administrative agency orders production of this Agreement or
disclosure of the terms of this Agreement is sought, Executive or the Company shall immediately notify the other party
of same and shall cooperate with any efforts to obtain a protective order from that court or agency preventing such
production or requiring that this Agreement be produced or filed only under seal and that other parties to any such
proceedings and their counsel shall not disclose the existence or terms of this Agreement for purposes not related to
the proceeding in which this Agreement was ordered to be produced.



17. Governing Law; Venue.



(A) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA, UNITED
STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. Subject to Section 17(B) of this Agreement,
the Company and the Executive expressly and irrevocably consent and submit to the nonexclusive jurisdiction of any
state or federal court sitting in Tulsa County, Oklahoma and agree that, to the fullest extent allowed by law, such
Oklahoma state or federal courts shall have jurisdiction over any action, suit or proceeding arising out of or relating
to this Agreement. The Company and the Executive each irrevocably waive, to the fullest extent allowed by law, any
objection either of them may have to the laying of venue of any such suit, action or proceeding brought in any state or
federal court sitting in Tulsa County, Oklahoma based upon a claim that such court is inconvenient or otherwise an
objectionable forum. Any process in any action, suit or proceeding arising out of or relating to this Agreement may,
among other methods, be served upon the Company or the Executive by delivering it or mailing it to their respective
addresses set forth herein. Any such delivery or mail service shall be deemed to have the same force and effect as
personal service in the State of Oklahoma.



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CONFIDENTIAL




(B) Any dispute arising out of or in connection with this Agreement, including any question regarding its
existence, validity or termination, shall be addressed exclusively in the following priority order:



(1) Negotiation. The Executive and the Company shall arrange a meeting, at a mutually convenient time by
phone or in person, to discuss the issues of each Party and negotiate for a resolution of the dispute. The period of
negotiation shall extend no longer than thirty (30) days from the first meeting of the negotiators.



(2) Mediation. If the Parties have failed to resolve the dispute by negotiation, the Parties shall submit
to mediation prior to seeking resolution by binding arbitration. The Parties will cooperate with one another in
selecting a mediator from the American Arbitration Association panel of neutrals, which shall be requested to promptly
schedule the mediation proceedings. The parties covenant that they will participate in the mediation in good faith,
and that they will each bear their own costs. All offers, promises, conduct and statements, whether oral or written,
made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the
mediator, are expected to be treated as confidential, privileged and inadmissible for any purpose, including
impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise
admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the
mediation. If the dispute is not resolved within thirty (30) days from the date of the submission of the dispute to
mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration
shall proceed forthwith. The mediation may continue, if the parties so agree, after the appointment of the
arbitrators. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in
the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies, such as a
temporary or permanent injunction or restraining order to prevent a continuing harm to a Party, in aid of the
arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for
provisional relief on the ground that a mediation is pending.



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(3) Arbitration. Within five (5) business days of the conclusion of the Parties’ mediation, any dispute,
claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to
arbitrate, shall be determined by binding arbitration in Tulsa, Oklahoma, before three (3) arbitrators. The
arbitration shall be administered by the American Arbitration Association pursuant to its Commercial Rules for
Arbitration. The arbitrators’ award may be enforced in Tulsa County District Court, the United States District Court
for the Northern District of Oklahoma or in any other court having jurisdiction over the parties. This clause shall
not preclude the Parties from seeking provisional remedies in aid of arbitration, such as a temporary or permanent
injunction or restraining order to prevent a continuing harm to a Party, from a court of appropriate jurisdiction. The
Parties covenant that they will participate in the arbitration in good faith, and that they will each bear their own
costs. The provisions of this clause may be enforced by any court of competent jurisdiction, and the Party seeking
enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the
Party against whom enforcement is ordered.



(4) The Parties agree that the dispute resolution priority set forth herein is a material term of this agreement
and that the damages for failure to comply with the dispute resolution priority are and would be difficult to measure.
Consequently, the Parties agree that in the event a Party elects to ignore the dispute resolution priority order
requirements set forth in this Section 17(B), the Party making the election shall be obligated for all (internal and
external) costs, fees and expenses, including attorneys’ fees, of the other Party, regardless of how the dispute is
ultimately decided. In other words, any Party electing to forego the dispute resolution priority in Section 17(B) also
elects to pay the fees, costs and expenses of the other Party even if the electing Party ultimately prevails. The
dispute resolution priority order requirement specified in this Section 17(B) may be amended, modified, or waived only
upon the agreement, in writing, of the Parties.



18. Remedies. In the event of any material breach by either party of any of the provisions of this
Agreement and in the event such material breach is not cured by the breaching party within ten (10) days after notice
from the non-breaching party, the non-breaching party, in addition to any other rights, remedies or damages available
at law or in equity, shall be entitled:



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(A) to injunctive relief enjoining and restraining any such material breach by the breaching party,
in addition to any other award of damages to which may be entitled, and



(B) to recover from the breaching party all costs and expenses, including reasonable attorney’s fees,
incurred by the non-breaching party, its successors or assigns as a consequence of any such breach.



19. Entire Agreement. This Agreement, together with Attachments A and B constitute the entire agreement
of the parties with respect to the subject matter hereof, and expressly supersedes the Employment Agreement, except as
expressly provided herein.



20. 409A Compliance. The parties acknowledge that all payments and benefits provided under this Agreement
are intended to meet the requirements and restrictions of the nonqualified deferred compensation rules contained in
Section 409A of the Internal Revenue Code of 1986, as amended (to the extent applicable thereto).



IN WITNESS WHEREOF, the parties have executed this Agreement in multiple counterparts, all of which shall
constitute one agreement, effective as of the date and year first above written.



SYNTROLEUM CORPORATION



By: /s/ Edward G. Roth                   

Edward G. Roth

Chief Executive Officer




EXECUTIVE



By: /s/ Richard L. Edmonson          


Richard L. Edmonson







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Attachment “A”




SYNTROLEUM CORPORATION

Waiver And Release




Syntroleum Corporation has offered to pay me certain severance benefits (the “Benefits”) under the Separation
Agreement, dated as of December 19, 2007 (the “Separation Agreement”), which Separation Agreement includes benefits to
which I am not otherwise entitled. These Benefits were offered to me in exchange for my agreement, among other things,
to waive all of my claims against and release Syntroleum Corporation and its predecessors, successors and assigns
(collectively referred to as the “Company”), all of the affiliates (including parents and subsidiaries) of the Company
(collectively referred to as the “Affiliates”) and the Company’s and Affiliates’ directors and officers, employees and
agents, insurers, employee benefit plans and the fiduciaries and agents of said plans (collectively, with the Company
and Affiliates, referred to as the “Corporate Group”) from any and all claims, demands, actions, liabilities and
damages arising out of or relating in any way to my employment with or separation from the Company or the Affiliates;
provided, however, that this Waiver and Release shall not apply to any claim or cause of action to enforce or interpret
any provision contained in the Separtion Agreement that may arise after the date this Waiver and Release is executed.
I have read this Waiver and Release, the attached demographic information and the Separation Agreement, including the
attachments thereto (all of which I received together and which, together, are referred to herein as the “Separation
Agreement Materials”) and they are incorporated herein by reference. I choose to accept this offer.



I understand that signing this Waiver and Release is an important legal act. I acknowledge that the Company has
advised me in writing to consult an attorney before signing this Waiver and Release. I understand that, in order to be
eligible for Benefits, I must sign (and return to Stephani Britton, HR Manager) this Waiver and Release before 5 p.m.
on February 3, 2008. I acknowledge that I have been given sufficient time to consider whether to sign the Separation
Agreement and whether to execute this Waiver and Release.



In exchange for the payment to me of Benefits, which are in addition to any remuneration or benefits to which I am
already entitled, I, among other things, (1) agree not to sue in any local, state and/or federal court regarding or
relating in any way to my employment with or separation from the Company or the Affiliates, and (2) knowingly and
voluntarily waive all claims and release the Corporate Group from any and all claims, demands, actions, liabilities,
and damages, whether known or unknown, arising out of or relating in any way to my employment with or separation from
the Company or the Affiliates.1 This Waiver and Release includes, but is not limited to, claims and causes
of action under: Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Age Discrimination in
Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990 (“ADEA”); the Civil
Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990 (“ADA”); the
Energy Reorganization Act, as amended, 42 U.S.C. ss 5851; the Workers Adjustment and Retraining Notification Act of
1988; the Pregnancy Discrimination Act of 1978; the Employee Retirement Income Security Act of 1974, as amended; the
Occupational Safety and Health Act; claims in connection with workers’ compensation or “whistle blower” statutes;
and/or contract, tort, defamation, slander, wrongful termination or any other state or federal regulatory, statutory or
common law. Further, I expressly represent that no promise or agreement which is not expressed in the Separation
Agreement Materials has been made to me in executing this Waiver and Release, and that I am relying on my own judgment
in executing this Waiver and Release, and that I am not relying on any statement or representation of the Company, any
of the Affiliates or any other member of the Corporate Group or any of their agents. I agree that this Waiver and
Release is valid, fair, adequate and reasonable, is with my full knowledge and consent, was not procured through fraud,
duress or mistake and has not had the effect of misleading, misinforming or failing to inform me.




 





	1	 	Nothing in this Waiver and Release or the Separation
Agreement should be construed as a waiver of my rights vested under the terms
of employee benefit plans sponsored by the Company or the Affiliates or with
respect to such rights or claims as may arise after the date this Waiver and
Release is executed. Additionally, I am not waiving any rights that I may have
under the Family and Medical Leave Act of 1993 or the Fair Labor Standards Act.
Furthermore, although I waive all rights to recovery of any compensation or
benefits that I might be entitled to as a result of filing charges or claims
with the Equal Employment Opportunity Commission, the National Labor Relations
Board and the Oklahoma Human Rights Commission, I am not giving up any right
that I may have to file charges or claims with these governmental agencies.
Finally, I am not waiving any rights that cannot by law be released by private
agreement.





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I acknowledge that payment of Benefits to me by the Company is not an admission by the Company or any other member
of the Corporate Group that they engaged in any wrongful or unlawful act or that the Company or any member of the
Corporate Group violated any federal or state law or regulation.



Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency
or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability
of other provisions of this Waiver and Release. I acknowledge that this Waiver and Release and the other Separation
Agreement Materials set forth the entire understanding and agreement between me and the Company or any other member of
the Corporate Group concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous
oral and/or written agreements or representations, if any, between me and the Company or any other member of the
Corporate Group. I understand that for a period of 7 calendar days following the date that I sign this Waiver and
Release, I may revoke my acceptance of the offer, provided that my written statement of revocation is received on or
before that seventh day by Stephani Britton, HR Manager, Syntroleum Corporation, 4322 South 49th West
Avenue, Tulsa, Oklahoma 74107, facsimile number:  (918) 592-7979, in which case the Waiver and Release will not become
effective. In the event I revoke my acceptance of this offer, the Company shall have no obligation to provide me
Benefits. I understand that failure to revoke my acceptance of the offer within 7 calendar days from the date I sign
this Waiver and Release will result in this Waiver and Release being permanent and irrevocable.



I acknowledge that I have read this Waiver and Release, have had an opportunity to ask questions and have it
explained to me and that I understand that this Waiver and Release will have the effect of knowingly and voluntarily
waiving any action I might pursue, including breach of contract, personal injury, retaliation, discrimination on the
basis of race, age, sex, national origin, or disability and any other claims arising prior to the date of this Waiver
and Release. By execution of this document, I do not waive or release or otherwise relinquish any legal rights I may
have which are attributable to or arise out of acts, omissions, or events of the



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Company or any other member of the Corporate Group which occur after the date of the execution of this Waiver and
Release.



/s/ Richard L. Edmonson                                      


Richard L. Edmonson


 



/s/ Gary Roth                                                  

Executive’s Signature



 



                                                   

Executive’s Signature Date








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SCHEDULE 1 TO ATTACHMENT A




As noted in the Separation Agreement, your employment with the Company is ending due to a reduction in force. You were
selected for dismissal under the reduction in force program because the Company decided that it needed to eliminate
positions in order to reduce its labor cost and that your position is not critical to the continued operation of the
Company.



The following demographic information is provided to the Executive for review and consideration in connection with
signing the WAIVER AND RELEASE, included as Attachment A to the Separation Agreement. This list represents the job
titles and ages of all employees within the Company who have been dismissed as a result of the reduction in force and
offered the separation benefits described in exchange for signing a release. Those employees are as follows:



	 	 	 	 	 
	Title	 	Age	 
	Executive Assistant
	 	 	52	 
	VP – Investor Relations
	 	 	41	 
	Business Dev. Analyst II
	 	 	32	 
	Director – Special Projects
	 	 	60	 
	Administrative Assistant
	 	 	33	 
	Sr. Counsel/Govt. Affairs Manager
	 	 	36	 
	Chairman/Chief Research Officer
	 	 	50	 
	Technical Director
	 	 	53	 
	Sr. VP/General Counsel/Corp. Secretary
	 	 	56	 
	Manager – Catalyst Testing
	 	 	58	 
	Sr. Lab Tech I
	 	 	47	 
	Manager-Analytical/Catalyst Laboratory
	 	 	37	 
	Sr. Research Chemist
	 	 	62	 
	Chemist I
	 	 	44	 
	Lab Supervisor
	 	 	45	 
	Chemist II
	 	 	36	 
	Chemist I
	 	 	48	 
	Chemist III
	 	 	32	 
	Manager – Facilities Maintenance
	 	 	46	 
	Manager – Network Services
	 	 	31	 
	Communications & Security Administrator
	 	 	60	 
	Administrative Assistant
	 	 	24	 






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The following demographic information is provided to the Employee for review and consideration in connection with
signing the waiver and release, included as Attachment A to the Separation Agreement. This list represents the job
titles and ages of all current employees within the Company who have not been dismissed as part of the reduction in
force and who have not been offered the separation benefits described in exchange for signing a release. Those
employees are as follows:



	 	 	 	 	 
	Title	 	Age	 
	Sr. Process Engineer II
	 	 	42	 
	Sr. VP Business Development
	 	 	53	 
	HR Manager/Sr. Accountant
	 	 	41	 
	Process Engineer
	 	 	37	 
	Controller
	 	 	28	 
	Executive Assistant
	 	 	41	 
	Sr. Project Engineer
	 	 	59	 
	Sr. VP & Principal Financial Officer
	 	 	56	 
	Manager – Process Engineering
	 	 	49	 
	Sr. Process Engineer II
	 	 	30	 
	Engineering Administrative Assistant
	 	 	58	 
	Sr. CAD Operator
	 	 	55	 
	Process Engineer II
	 	 	23	 
	Sr. Process Engineer II
	 	 	34	 
	President/Chief Operating Officer
	 	 	50	 
	Sr. Research Engineer II
	 	 	40	 
	Sr. Process Engineer II
	 	 	34	 
	Director – Project Engineering
	 	 	47	 
	Sr. VP – Finance
	 	 	43	 
	Chief Executive Officer
	 	 	60	 
	Process Engineer II
	 	 	29	 
	Manager – Facilities Operations
	 	 	50	 
	Operations Supervisor
	 	 	53	 










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Richard L. Edmonson


Separation Agreement



CONFIDENTIAL




Attachment “B”









December 31, 2007




Syntroleum Corporation


4322 South 49th West Avenue


Tulsa, Oklahoma 74107



Attn.: Secretary of the Corporation




	 	Re:	 	 Confirmation of resignation from all positions and offices held in Syntroleum
Corporation, and all of its affiliates and/or subsidiaries






Dear Sir/Madam:



By affixing my signature to this letter, I hereby resign from any and all positions and/or offices previously held
in Syntroleum Corporation, all of its affiliates and/or subsidiaries that are in existence as of the date of this
correspondence. My resignation includes, without limitation, any position as an officer, agent, or trustee in any of
the entities of Syntroleum Corporation (its affiliates and/or subsidiaries). This resignation shall become effective
as of the Separation Date as stated in the Separation Agreement.



Sincerely,



Richard L. Edmonson



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