exv10w1



 





Exhibit 10.1




SEPARATION AGREEMENT

AND

GENERAL RELEASE




TO: GUY FRANKENFIELD




     A special Severance Package will be made available to you by Global Energy
Group, Inc. (referred to herein as the “Company”) in connection with the
separation of your employment with the Company effective May 17, 2004, provided
you agree to the terms of this Agreement and General Release.




	I.	 	The following Agreement is made between the Company and Guy Frankenfield
(“Employee,” “you” or “I”). Unless the Company and you enter into this
Separation Agreement and General Release, you do not have any right to any
of the benefits described in this document. However, in consideration for
your agreeing to these terms, as described below, the Company will provide
you with the following:





	 	•	 	Special Compensation and Benefits
	 
	 	 	 	Severance pay equal to three (3) months of your current salary of
$9,166.66 per month, less standard withholding, payable in
accordance with the standard payroll practices of the Company
within 30 days of the Effective Date (as defined in Section IX
below).
	 
	 	 	 	To the extent the Company currently pays your health and dental
insurance coverage, the Company shall continue to make such
payments for three (3) months from the Effective Date.
	 
	 	 	 	To the extent Employee’s right to exercise any options granted by
the Company to Employee shall be affected by Employee’s separation
of employment with the Company, the Company agrees to extend
Employee’s right to exercise such options for an additional three
(3) months.





	II.	 	In return for the benefits listed in this Agreement, Employee agrees to
the following:
	 
	 	 	I agree, on behalf of myself and all of my heirs or personal
representatives, to release the Company, all of the Company’s affiliates,
including parent companies and subsidiaries, 





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	 	 	and all of the Company’s
present or former officers, directors, agents, employees, shareholders, employee benefit programs, and the trustees,
administrators, fiduciaries and insurers of such programs, from any and
all claims for relief of any kind, whether known to me or unknown, which
in any way arise out of or relate to my employment or the separation of
my employment with Company, and concerning events occurring at any time
up to the date of this Agreement including, but not limited to, any and
all claims of discrimination of any kind and any and all contractual,
tort or other common law claims, whether legal or equitable. This
settlement and waiver includes all such claims, whether under any
applicable federal laws, including, but not limited to, the federal Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with
Disabilities Act, the Equal Pay Act, the Worker Adjustment and Retraining
Notification Act, the Employee Retirement Income Security Act, the Family
and Medical Leave Act, the Sarbanes-Oxley Act, or under any applicable
state or local laws or ordinances or any other legal restrictions on the
Company’s rights, including the Florida Civil Rights Act. However, this
release does not give up my rights, if any, to COBRA benefits or any
vested 401(k) or pension monies. I further agree not to file a suit of
any kind against the Company, its officers, employees, directors,
affiliates, agents, parent companies, or subsidiaries relating to my
employment, including the separation thereof, or to participate
voluntarily in any employment-related claim brought by any other party
against the Company, its officers, directors, employees, agents,
affiliates, parent companies, or subsidiaries. Even if a court rules
that I may file a lawsuit against the Company arising from my employment,
I agree not to accept any money damages or any other relief in connection
with any such lawsuit. I understand that this Agreement and General
Release effectively waives any right I might have to sue the Company, its
officers, directors, employees, agents, shareholders, affiliates, parent
companies, or subsidiaries for any claim arising out of my employment or
the termination thereof.
 
	III.	 	I expressly agree and acknowledge that this Separation Agreement and
Release are intended to include in their effect, without limitation, all
claims relating in any manner to my employment with the Company, including
the separation thereof, that I do not know or suspect to exist in my favor
at this time.
	 
	IV.	 	While I understand that I have had such an obligation since I began my
employment with the Company, I confirm that I shall not disclose any of
the Company’s trade secrets or other confidential or restricted
information and shall not make use of such trade secrets or confidential
or restricted information in any fashion at any time. Further, I agree
not to misrepresent or disclose to anyone the terms of this Agreement,
except as may be required by law. I understand that my obligation to keep
this Agreement confidential shall not preclude me from informing my
spouse, attorney, accountant or tax advisor, and I acknowledge that any
such person must agree not to further disclose the terms of this
Agreement.





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	V.	 	I warrant that I have returned to John Bailey all company property in my
possession, including, but not limited to, company files, work product,
computer equipment, computer software, cell phones, pagers, corporate
credit cards, identification cards, manuals, price lists, customer lists, company documents and company keys.
I further agree to cooperate with the Company to ensure my compliance
with this Section.
	 
	VI.	 	In consideration of your release of any and all claims arising out of
your employment or the separation thereof, the Company agrees to release
you from any and all claims the Company might have against you arising out
of your employment up to the date of this Agreement, excluding any claim
the Company may have against you based on your retention of, or failure to
return, company property or trade secret or confidential information or
your violation of this Agreement or for the non-competition and
non-solicitation provisions of that certain Employment Agreement between
you and the Company dated as of January 1, 2004, which provisions include
but are not limited to Section 5.1 and 5.2 of the Employment Agreement.
	 
	VII.	 	The Company and Employee mutually covenant and agree that they shall
not, directly or indirectly, orally, in writing or through electronic
publication or through any other person or entity, make or publish any
disparaging remarks to any third party about the other party to this
Agreement, their subsidiaries or affiliates and/or the respective business
practices of the other party to this Agreement, their subsidiaries or
affiliates, including without limitation, any disparaging remarks related
to the reputation, products, services or employees of the other party to
this Agreement, their subsidiaries or affiliates, as applicable. Employee
also covenants and agrees not to interfere with or disrupt, or attempt to
interfere with or disrupt, the relationship, contractual or otherwise,
between the Company, on the one hand, and any supplier, customer, employee
or contractor of the Company, on the other hand.
	 
	VIII.	 	This Separation Agreement and General Release does not constitute an
admission of any kind by Company, but is simply an accommodation which
offers certain extra benefits to which I would not otherwise be entitled in
return for my agreeing to and signing this document.
	 
	IX.	 	I am entering into this Agreement freely and voluntarily. I have
carefully read and understand all of the provisions of this Agreement, and
I acknowledge that I have had sufficient time to consider this Agreement. I
understand that it sets forth the entire agreement between me and Company
and I represent that no other statements, promises, or commitments of any
kind, written or oral, have been made to me by Company, or any of its
agents, to cause me to accept it. I acknowledge that I have been advised
to consult legal counsel concerning this Agreement prior to signing the
Agreement, and that I have had sufficient opportunity to do so. I
understand that I may have up to twenty-one (21) days from the date of this
letter to consider this Agreement. I understand that if I sign this
Agreement, I will then have seven (7) days to cancel it if I so choose. I
may cancel this Agreement by delivering a written notice of cancellation to
John Bailey. However, if 





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	 	 	I elect to cancel this Agreement, I understand I
will not be entitled to any of these benefits and compensation. I realize
this Agreement is not effective or enforceable until the seven-day period
expires without revocation. I understand that this Agreement will not
become effective until the eighth day after I sign the Agreement without
revocation (the “Effective Date”). I understand that the Company will have no duty to
pay me or provide to me the compensation and benefits listed in the Special
Compensation and Benefits Section until the Effective Date of this
Agreement. I acknowledge acceptance of this Agreement by my signature
below:







	 	 	 
	Date

	 	Employee Signature






Agreed to and accepted on behalf of Global Energy Group, Inc.:





	 	 	 	 
	   

	 	BY:	 
	Date

	 	 	 
 
	

	 	ITS:   	 







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