EX-10.1







EXHIBIT 10.1




November 17, 2005



James M. Andres


2325 Lower Lake Road


Seneca Falls, New York 13148



Dear Mr. Andres,



This letter will constitute the agreement (“Agreement”) between you and Genesee & Wyoming
Railroad Services, Inc. (the “Employer”) on the terms of your resignation from employment with the
Employer.



Your resignation will be effective November 17, 2005, and your employment will terminate as of
that date. You will be paid your earned salary through the date of your resignation. Although you
are not otherwise entitled to it, in consideration of your acceptance of this Agreement, the
Employer will provide you with a severance payment of Eighty Five Thousand and 00/100 dollars
($85,000.00), less required payroll deductions, to be paid in equal installments in accordance with
the Employer’s regular payroll schedule, beginning no sooner than the “effective date” of this
Agreement as defined below. This payment represents the equivalent of 26 weeks salary.



Your medical, dental and life insurances will be extended until May 31, 2006 which is 6 months
additional coverage. You will receive under separate cover information regarding your rights to
health care and life insurance continuation at that time. To the extent that you have such rights,
nothing in this Agreement will impair those rights.



The Employer will make a lump sum payment to you in the amount of Twenty Thousand One Hundred
Eighty-seven and 48/100 dollars ($20,187.48), less required payroll deductions, for the balance of
2004/2005 earned but unused vacation. All of your other benefits will cease November 17, 2005 and
you will not be eligible for 401(k) participation for any payments made which are listed above.
You agree that you have otherwise received all wages, benefits, and compensation due by virtue of
your employment.



You agree that you have returned or will return immediately to the Employer any Employer
property you may have, including any information about the Employer’s operations, practices, and
procedures.



In consideration of the payments listed above, and the Employer’s decision to continue your
health insurance as set forth herein, you agree to execute and be bound by this Agreement and the
Release attached to this Agreement as Attachment A.



You will not, unless required or otherwise permitted by law, disclose to others any
confidential information or records, trade information, employee information, financial
information, plans, projections data, formulae, specifications and other trade secrets of the
Employer to any person outside of employees of the Employer. All records, files, disks, data,
employee information, drawings, documents, models, equipment and the like relating to the
businesses of the Employer, which you have used, prepared or come in contact with during you
employment shall be and remain the sole property of the Employer and shall not be removed from the
premises of the Employer without its written consent. You agree that any such property in your
possession, and all copies thereof, will be returned to the Employer immediately.



In addition and in further consideration, the parties hereby agree that in the event of the
commencement or continuation of any action in violation of this Agreement and the Release, this
Agreement and the Release may be pleaded as a complete defense to any such action, and may be
asserted by way of counterclaim or cross-claim in such action.



In the event that you breach any of your obligations under this Agreement or as otherwise
imposed by law, the Employer will be entitled, at its option, to recover the benefits paid above
and to obtain all other relief provided by law or equity.



This Agreement and the Release is intended, and shall be deemed, to be the complete and
exclusive statement of the terms of the agreement between the parties. This Agreement and Release
supercedes any previous agreements the parties may have had respecting this subject matter.



The Supreme Court of the State of New York, County of Monroe, is hereby designated as the
exclusive venue and jurisdiction to enforce this Agreement and the Release, and the parties hereby
waive any right to commence enforcement proceedings in any other venue or forum.



You agree that you are voluntarily signing this Agreement, that you have not been pressured
into agreeing to its terms and that you have enough information to decide whether to sign this
Agreement. If, for any reason, you believe that this Agreement is not entirely voluntary, or if
you believe that you do not have enough information, then you should not sign this Agreement.



In accordance with the Older Workers Benefit Protection Act, you have up to 21 days from
receipt of this letter to accept the terms of this Agreement, although you may accept it at any
time within those 21 days.



To accept the Agreement, please date and sign this letter and return it to me. Please also
date and sign the Release attached as Attachment A. (An extra copy for your files is enclosed.)
Once you do so, you still have an additional seven (7) calendar days in which to revoke your
acceptance. To revoke, you must send me a written statement of revocation by registered mail,
return receipt requested. If you do not revoke, the eighth calendar day after the date of your
acceptance will be the “effective date” of the Agreement.



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If you have any questions regarding this Agreement and/or Release, do not hesitate to contact
me.




Genesee & Wyoming Railroad Services, Inc.




By:     /s/ T.J. Gallagher     

T. J. Gallagher

Chief Financial Officer




Enclosure



In signing this letter, I acknowledge that I have had the opportunity to review this Agreement
carefully with an attorney of my choice, that I have read this Agreement and understand the terms
of the Agreement, and that I voluntarily agree to them.



/s/ James M. Andres


James M. Andres



December 8, 2005


Dated



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Release




In consideration for Genesee & Wyoming Railroad Services, Inc.’s (the “Employer”)
agreement to undertake the obligations set forth in the attached Agreement, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, James M. Andres
(the “Employee”) his heirs, executors, administrators, personal representatives, successors, and
assigns, hereby unconditionally agree that by signing this Release he will give up his right to
bring any legal claim against the Employer of any nature. The claims that he is giving up include,
but are not limited to, claims related in any way, directly or indirectly, to his employment
relationship with the Employer, including those relating to any contract for past employment, any
failure to offer employment, any representations or commitments made by the Employer regarding
future employment and his separation from employment. This Release is intended to be interpreted
in the broadest possible manner to include all actual or potential legal claims that the Employee
may have against the Employer, except as specifically provided otherwise in this Release.



Specifically, the Employee agrees to fully and forever release all of his legal rights and
claims against the Employer, whether or not presently known to him and including future legal
rights and claims if based in whole or in part on acts or omissions occurring before he delivers
this signed Release to the Employer. The Employee agrees that the legal rights and claims that he
is giving up include, but are not limited to, his rights, if any, under all State and federal
statutes that protect him from discrimination in employment, such as the Age Discrimination in
Employment Act (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the
Rehabilitation Act of 1973, the Americans With Disabilities Act, the Equal Pay Act, the New York
Human Rights Law, the Connecticut Civil Rights Law, the Connecticut Fair Employment Practices Act,
and any similar State or local statute, regulation or order. The Employee also agrees that the
legal rights and claims that he is giving up include his rights, if any, for unpaid wages or
benefits under all State and federal statutes such as the Fair Labor Standards Act, the Family and
Medical Leave Act, the Employee Retirement and Income Security Act (ERISA), the New York Labor Law
and any similar State or local statute, regulation or order. The Employee agrees that the legal
rights and claims that he is giving up include all common law rights and claims, such as a breach
of express or implied contract, tort (whether negligent or intentional), wrongful discharge,
constructive discharge, infliction of emotional distress, defamation, promissory estoppel, and any
claim for fraud, omission or misrepresentation. He also agrees that he is giving up and forever
releasing any right that he may have to attorneys’ fees for any of the foregoing rights and claims.



The Employee agrees that this Release applies not only to the Employer, but also to the
Employer’s predecessors, and past, current and future subsidiaries, related entities, officers,
directors, shareholders, agents, attorneys, employees, successors, or assigns. He also agrees that
this Release may be used as a complete defense in the future if he brings any claim that he has
released herein.



The claims that the Employee is giving up and releasing do not include his vested rights, if
any, under any qualified retirement plan in which he participates, and his COBRA, unemployment
compensation and worker’s compensation rights, if any. Nothing in this Release shall be construed
to constitute a waiver of (a) any claims the Employee may have against the Employer that arise from
acts or omissions that occur after the effective date of this Release, (b) the Employee’s right to
file an administrative charge with any governmental agency concerning employment with the Employer
where such waiver is prohibited by law, or (c) the Employee’s right to participate in any
administrative or court investigation, hearing or proceeding. The Employee agrees, however, to
waive and release any right to receive any individual remedy or to recover any individual monetary
or non-monetary damages as a result of any such administrative charge or proceeding. In addition,
this release does not affect the Employee’s rights as expressly created by this Release, and does
not limit his ability to enforce this Release.



The Employee is hereby advised to consult with an attorney before he signs the Agreement and
Release.



The Employee also understands that he may take twenty-one (21) days from the date that this
Release is provided to him to consider it before signing and returning it to the Employer. The
Employee may revoke this Release by asking for its return within seven (7) days of the date of his
signature below. If the Employee does not revoke this Release within seven (7) days, it shall be
binding upon him.




/s/ JAMES M. ANDRES




	 	 	 	






December 8, 2005


Date




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