Unassociated Document


    


    Exhibit
      10.1

    SEPARATION
      AND RELEASE AGREEMENT

    


    WHEREAS,
      EPiC Energy Resources, Inc., and all its affiliates, subsidiaries, successors,
      and assigns (hereinafter referred to as the “Company”) and David Reynolds
      (hereinafter referred to as “I”, “me”, or “Employee”) wish to terminate their
      employment relationship on a mutually satisfactory and final basis.

     

    In
      consideration of the mutual promises contained in this Agreement, the Company
      and I agree as follows:

    

      
        	 	
                1.

              	
                The
                  Company waives, releases, and forever discharges me from any and
                  all
                  claims and personal liability (whether presently known or unknown)
                  under
                  federal, state, or local law which the Company now has, or that
                  may arise,
                  based on or as a result of any acts or omissions that first occurred
                  on or
                  before the day of this Agreement. The Company further understands
                  and
                  agrees as follows:

              


      

       

      
        	 	
                (a)

              	
                That
                  the Company is releasing and giving up not only all claims based
                  on acts
                  or omissions first occurring before it signs this Agreement, but
                  also
                  claims based on the continuing or future effects of any such acts
                  or
                  omissions;

              


      

       

      
        	 	
                (b)

              	
                That
                  the Company is releasing and giving up all claims against me including
                  all
                  claims (1) by the Company through its owners, officers, directors,
                  agents, employees, attorney, subsidiaries, parents, and affiliates,
                  (2)  by any person or entity which might assert liability against me
                  through the Company, and (3) by the successors and assigns of all
                  releasing parties;

              


      

       

      
        	 	
                (c)

              	
                That
                  the Company is releasing and giving up not only claims that it
                  knows about
                  or should know about, but also claims that are unknown to it at
                  the
                  present time or that are based on prior acts or omissions that
                  are unknown
                  to it at the present time, and understands and agrees that it is
                  releasing
                  and giving up any such claims even if it does not find out about
                  them
                  until later;

              


      

       

      
        	 	
                (d)

              	
                That
                  the Company is releasing and giving up not only all claims that
                  it might
                  have, but also all claims that anyone else might have on its
                  behalf;

              


      

       

      
        	 	
                2.

              	
                I
                  hereby voluntarily resign my position with the Company, effective
                  October 31, 2008, which resignation has been accepted, in order to
                  receive the enhanced benefits described in this
                  Agreement.

              


      

       

      
        	 	
                3.

              	
                I
                  waive any right to employment or re-employment with the Company
                  or any of
                  the released parties. I also promise and agree that I will not
                  apply for
                  employment or re-employment with the Company unless asked to do
                  so by the
                  Company or its authorized
                  representatives.

              


      

       

      
        	 	
                4.

              	
                In
                  consideration for my acceptance of this Agreement, the Company
                  agrees to
                  pay or provide me the following benefits, less any taxes or withholdings
                  due in accordance with customary payroll practices, simultaneous
                  with my
                  execution and delivery of this
                  agreement:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    $12,500.00,
      equivalent to pay for the month of November 2008, and

     

    $204.00,
      equivalent to the cost of one year of group life insurance previously provided
      by the Company.

     

    All
      stock
      options previously granted to me are ratified and reaffirmed by the Company
      and
      will immediately vest. EPiC’s Board of Directors has agreed to extend the
      expiration date of current options per the table below:

     

    100,000
      non-qualified options at a strike price of $0.50/share with an extended
      expiration date of 10/24/2011, and

     

    100,000
      non-qualified options at a strike price of $3.00/share with an extended
      expiration date of 10/24/2011, and

     

    142,500
      non-qualified options at a strike price of $3.30/share with an extended
      expiration date of 12/13/2012.

     

    The
      Company hereby agrees to immediately award and grant to me 120,000 shares of
      restricted Company stock, these shares of Company stock to be restricted shares
      subject to SEC section 144 requirements with the sole restriction being
      compliance with SEC regulations .

     

    The
      Company will direct the Transfer Agent to issue an amended or new stock
      certificate that removes the “Restricted” language from the certificate on the
      2,000,000 shares of Company stock I own (number CSI-145).

    

      
        	 	
                5.

              	
                The
                  Parties agree, on behalf of themselves, and their heirs, representatives,
                  successors, and assigns to waive and release the Company and each
                  other
                  from any and all rights or claims that we now have, or that may
                  arise,
                  based on or as a result of any acts or omissions that first occurred
                  on or
                  before the day on which we sign this Agreement. We further understand
                  and
                  agree as follows:

              


      

    

    

      
        	 	
                (a)

              	
                That
                  we are releasing and giving up not only all claims based on acts
                  or
                  omissions first occurring before we sign this Agreement, but also
                  claims
                  based on the continuing or future effects of any such acts or
                  omissions;

              


      

       

      
        	 	
                (b)

              	
                That
                  we are releasing and giving up all claims not only by or against
                  the
                  Company, but also all claims (1) by or against the Company’s owners,
                  officers, directors, agents, employees, attorney, subsidiaries,
                  parents,
                  and affiliates, (2) by or against any person or entity which might be
                  liable for the acts or omissions of any parties we are releasing,
                  and
                  (3) against the successors and assigns of all released
                  parties;

              


      

       

      
        	 	
                (c)

              	
                That
                  we are releasing and giving up not only claims that we know about
                  or
                  should know about, but also claims that are unknown to us at the
                  present
                  time or that are based on prior acts or omissions that are unknown
                  to us
                  at the present time, and we understand and agree that we are releasing
                  and
                  giving up any such claims even if we do not find out about them
                  until
                  later;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (d)

              	
                That
                  we are releasing and giving up not only all claims that we might
                  have, but
                  also all claims that anyone else might have on our behalf;
                  and

              


      

       

      
        	 	
                (e)

              	
                That
                  I am releasing and giving up all accrued benefits through the date
                  of my
                  termination, save and except the benefits set forth in paragraph
                  4 of this
                  Agreement and any benefits provided to me before the date of this
                  Agreement.

              


      

       

      
        	 	
                6.

              	
                My
                  waiver and release in the preceding paragraph includes, but is
                  not limited
                  to, any claims relating in any way to my employment with or separation
                  of
                  employment from the Company including, but not limited to, any
                  claims
                  under Title VII of the Civil Rights Act of 1964, 42 U.S.C.
                  sections 1981 and 1985, the Age Discrimination in Employment Act of
                  1967, the Equal Pay Act of 1963, the Employee Retirement Income
                  Security
                  Act of 1974, the Americans with Disabilities Act, the Older Workers
                  Protection Act, and any other federal, state, or local laws, ordinances,
                  or regulations applying to or relating to employment. It is understood
                  that this waiver does not affect any rights or claims that might
                  arise
                  after the date of my resignation from employment with the
                  Company.

              


      

       

      
        	 	
                7.

              	
                I
                  also agree that I will not file any charges, claims, complaints,
                  lawsuits,
                  or actions against any of the released parties based on or as a
                  result of
                  any of the matters I am releasing in this Agreement. The Company
                  also
                  agrees that it will not file any charges, claims, complaints, lawsuits,
                  or
                  actions against me based on or as a result of any of the matters
                  it is
                  releasing in this Agreement

              


      

       

      
        	 	
                8.

              	
                I
                  agree to keep this Agreement and its terms strictly confidential.
                  This
                  Agreement is entered into by both the Company and me for the sole
                  purpose
                  of terminating my employment upon a mutually satisfactory and final
                  basis
                  and without any admissions of wrongdoing, liability, or improper
                  performance by either of us.

              


      

       

    

    
      
        	 	
                9.

              	
                I
                  acknowledge that the Company gave me a copy of this proposed Agreement
                  on
                  October 31, 2008, and also advised me to consult an attorney and/or
                  other advisor about this offer and proposed Agreement. I understand
                  that
                  this offer is irrevocable for twenty-one (21) days from October 31,
                  2008. However, pursuant to the Older Workers Benefit Protection
                  Act, if l
                  have not signed and delivered this Agreement to the Company within
                  such
                  twenty-one (21) day period, this offer and proposed Agreement is
                  withdrawn
                  and of no further effect, and I will have no rights under any of
                  its
                  provisions. I understand that I have seven (7) days from the date
                  of my
                  signing of this Agreement to revoke my signature and acceptance
                  of this
                  Agreement, and that this Agreement will not be effective or in
                  force
                  during that seven day revocation period. If I revoke my signature
                  and
                  acceptance during the seven day period, this Agreement will be
                  null and
                  void, but if I do not revoke within the seven day period, then
                  this
                  Agreement will become fully binding and
                  effective.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                10.

              	
                This
                  Agreement constitutes the final, complete, sole and exclusive agreement
                  between the Company and me, and all prior agreements, representations,
                  negotiations, statement, explanations, assurances and promises
                  (whether
                  oral or written) are merged herein.

              


      

       

      
        	 	
                11.

              	
                I
                  acknowledge that I am more than eighteen (18) years of age; that
                  the only
                  consideration for my signing of this Agreement are the terms stated
                  herein; that this decision has not been influenced or coerced in
                  any way
                  by an employee or other person acting on behalf of the Company;
                  that no
                  other promises, agreements, representations, or explanations of
                  any kind
                  have made to or with me by anyone to cause me to agree to and sign
                  this
                  Agreement; and that in signing this Agreement I rely solely on
                  my own
                  reading of the terms of this Agreement and my own opinions, beliefs,
                  and
                  interpretations (or those of my counsel, if any). The Company acknowledges
                  it is authorized to enter into this Agreement and; that the only
                  consideration for its signing of this Agreement are the terms stated
                  herein; that this decision has not been influenced or coerced in
                  any way
                  by me or any other person acting on behalf of the Company; that
                  no other
                  promises, agreements, representations, or explanations of any kind
                  have
                  made to or with it by anyone to cause it to agree to and sign this
                  Agreement; and that in signing this Agreement the Company relies
                  solely on
                  its own reading of the terms of this Agreement and its own opinions,
                  beliefs, and interpretations (or those of its counsel, if any).
                  

              


      

       

      
        	 	
                12.

              	
                I
                  acknowledge that I have been advised by the Company to review this
                  Agreement with legal counsel and/or any other advisor of my choosing;
                  that
                  I know and understand the contents of this Agreement including
                  its final
                  and binding effect and that I sign this Agreement knowingly and
                  voluntarily of my own free will.

              


      

       

      
        	 	
                13.

              	
                PLEASE
                  READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN
                  AND
                  UNKNOWN CLAIMS.

              


      

       

      
        	 	
                14.

              	
                Rules
                  of Construction. The following rules shall govern the interpretation
                  and
                  enforcement of this agreement:

              


      

      

        
          	 	
                  (a)

                	
                  Severability.
                    The parties acknowledge and agree that each provision of this
                    Agreement
                    shall be enforceable independently of every other provision.
                    Furthermore,
                    the parties acknowledge and agree that, in the event any provision
                    of this
                    Agreement is determined to be unenforceable for any reason, the
                    remaining
                    covenants and/or provisions will remain effective, binding, and
                    enforceable. In the event that any provision of this Agreement
                    is
                    determined to be unenforceable for any reason, the parties agree
                    to
                    substitute a comparable provision dealing with the same subject
                    matter as
                    the unenforceable provisions, which approximates the effect and
                    intent of
                    the unenforceable provision to the maximum extent permissible
                    under
                    applicable law.

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

          
            	 	
                    (b)

                  	
                    Waiver.
                      The parties acknowledge and agree that the failure of either
                      party to
                      enforce any provision of this Agreement shall not constitute
                      a waiver of
                      that particular provision or of any other provisions of this
                      Agreement.

                  


          

           

          
            	 	
                    (c)

                  	
                    Choice
                      of Law. The parties acknowledge and agree that the law of Texas
                      will
                      govern the validity, interpretation, and effect of this Agreement
                      and
                      dispute relating to, or arising out of, the employment relationship
                      between the Company and the
                      Employee.

                  


          

           

          
            	 	
                    (d)

                  	
                    Modification.
                      The parties acknowledge and agree that this Agreement constitutes
                      the
                      complete and entire agreement between them, that the parties
                      have executed
                      this Agreement based upon the express terms and provisions
                      set forth
                      herein, that the parties have not relied on any representations,
                      oral or
                      written, which are not set forth in this Agreement, that no
                      previous
                      agreement, either oral or written, shall have any effect on
                      the terms or
                      provisions of this Agreement, and that all previous agreements,
                      either
                      oral or written, are expressly superseded and revoked by this
                      Agreement.
                      In addition, the parties acknowledge and agree that the provisions
                      of this
                      Agreement may not be modified by any subsequent agreement unless
                      the
                      modifying agreement (i) is in writing, (ii) contains an express
                      provision referencing this Agreement, (iii) is signed by the
                      Employee, and (iv) is signed by an authorized representative of the
                      Company.

                  


          

           

          
            	 	
                    (e)

                  	
                    Execution.
                      The parties agree that this Agreement may be executed in multiple
                      counterparts, each of which shall be deemed an Original for
                      all
                      purposes.

                  


          

           

          
            	 	
                    (f)

                  	
                    Notices.
                      The parties acknowledge and agree that any and all Notices
                      required to be
                      delivered under the terms of this Agreement shall be forwarded
                      by personal
                      delivery or certified U.S. mail. Notices shall be deemed to
                      be
                      communicated and effective on the date they are personally
                      delivered or
                      three (3) days after the date such Notices are deposited (postage
                      pre-paid) in the U.S. Mail. Such Notices shall be addressed
                      as
                      follows:

                  


          

          

            
              	
                      To
                        the Employee:

                    	 	
                      To
                        the Company:

                    
	
                      David
                        Reynolds

                    	 	
                      Epic
                        Energy Resources, Inc.

                    
	
                      4311
                        Candlewood Park Ln.

                    	 	
                      1450
                        Lake Robbins Drive, Ste. 160

                    
	
                      Katy,
                        TX 77494-4435

                    	 	
                      The
                        Woodlands, TX
                        77380-3252

                    


            

          

        

      

    

    


    IN
      WITNESS WHEREOF,
      this
      Agreement is executed on this 21st day of November, 2008.

     

    
      	 	 	 
	 	  
              EMPLOYEE
	 
 	 
 	 
 
	
            	 	/s/David
              Reynolds
	 	
              
David
              Reynolds


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBSCRIBED
      AND SWORN TO before me, the undersigned authority on this 21st day of November,
      2008.

     

    
      	 	 	 	 
	/s/Terri
              R. Jones
              	 	 	
            
	
              
Notary
              Public — State of Texas	 	 	
            
	My
              Commission
              Expires: September 5, 2011	 	 	
            


    

     

    
      	 	 	 
	 	  
              EPIC ENERGY RESOURCES, INC.
	 
 	 
 	 
 
	
            	
            	/s/James
              T. Sexton   
	 	
              
James
              T. Sexton, VP Human
              Resources


    

     

    SUBSCRIBED
      AND SWORN TO before me, the undersigned authority on this 21st day of November,
      2008.

    
       

      
        	 	 	 	 
	/s/Kristen
                Vallme	 	 	
              
	
                
Notary
                Public — State of Colorado	 	 	
              
	My
                Commission
                Expires: March 2, 2011