**Exhibit 10.79****RETIREMENT AGREEMENT**THIS RETIREMENT AGREEMENT (the “Agreement”) made and entered into effective November 16, 2007,by and between Syntroleum Corporation (the “Company”) and Kenneth L. Agee (the “Executive”).WITNESSETH:WHEREAS, the Executive and the Company are parties to that certain Second Amended and RestatedEmployment Agreement dated as of June 17, 1999 (the “Employment Agreement”), and that certainAmended and Restated Indemnification Agreement dated June 17, 1999 (the “IndemnificationAgreement”); andWHEREAS, the Executive and the Company wish to modify and amend the Employment Agreementprovided herein; andWHEREAS, the parties mutually desire to arrange for Executive’s retirement from the Companyunder certain terms; andWHEREAS, in consideration of the mutual promises contained herein, the parties hereto arewilling 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 valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:1. Retirement and Resignation from Officer Positions. Effective as of 12:01 a.m. onDecember 2, 2007 (the “Retirement Date”), the Executive will retire as an employee of the Company.As of November 19, 2007, the Executive agrees to resign any and all director, officer, or otherpositions he holds with the Company or any of its affiliates and/or subsidiaries, and the Executivehereby agrees to sign and deliver the letter included herein Attachment B, evidencing hisresignation as an officer. The Executive shall remain as an employee until the Retirement Date andsubject to the terms of the Employment Agreement. However, the Company and Executive agree thatfrom the execution of the Agreement until the Retirement Date, the Executive shall be available, attimes to be mutually agreed, if called upon by the Company, to provide assistance that the Companymay request.2. Consideration and Waiver and Release. The Executive shall have until 45 calendardays after the date this Agreement was furnished to him to consider whether to sign and return thisAgreement to the Company by first class mail or by hand delivery. In consideration for theExecutive’s execution of and compliance with this Agreement, including but not limited to theexecution of the Waiver and Release attached hereto as Attachment A, the Company shallprovide the consideration set forth below in this Sections 2, 3(B), 3(C) & 5 of this Agreement.The value of such consideration is in excess of what Executive is otherwise entitled to.
 
 

 
Kenneth L. AgeeRetirement AgreementUnless asotherwise provided in the Agreement, this consideration is provided subject to the bindingexecution by the Executive (without revocation) of the Waiver and Release. The Company’sobligation to make any further payments or provide any benefits otherwise due under Section 2 shallcease only in the event the Executive is in material breach of the terms of this Agreement or theWaiver and Release and fails to cure such breach in a reasonable period of time, and no paymentshall be made or other benefit described hereunder provided until the expiration of the seven-dayrevocation period as provided for in the Waiver and Release (the “Effective Waiver Date”).A. Retirement Payments. Assuming the Waiver and Release has become binding(without revocation), the Company agrees to pay the Executive a lump sum payment of$499,374.87 (less applicable taxes) on November 30, 2007. This provision hereby modifies andsupersedes Section 13 (d) of the Employment Agreement.B. Health Plan Coverage Continuation. The Executive and his qualifyingdependents will be eligible for continuation coverage for medical and dental+vision benefitsunder the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), subject to theExecutive’s payment of the full premiums and the Company’s ability to amend or terminate itsbenefit plans at any time. From the Retirement Date until the date one (1) year followingthe Retirement Date, the Company shall bear the payment of that portion of the full premiumwhich is over and above the Executive’s continued payment of the employee portion of thethen-applicable premium under the Company’s medical and dental+vision plans, as such portionand premiums are in effect from time to time. If, following the Retirement Date, theExecutive becomes eligible for medical or dental+vision benefits from another employer, theCompany’s obligation to provide such benefits coverage shall immediately cease only withregard to that coverage provided by the other employer.C. Unused Leave. Payable on November 30, 2007 and any limitations set forth inthe Company’s personnel policies, the Company will make a lump sum cash payment to Executivein an amount equal to the hours of unused vacation leave earned up to the Retirement Date.D. Restricted Stock Grant. The Company and Executive acknowledge that they willexecute a Restricted Stock Award Agreement contemporaneous with this Retirement Agreementcovering the award to Executive of 150,000 shares of the Company’s common stock subject toperformance vesting requirements. Such Restricted Stock Award Agreement shall remain ineffect and binding on the parties notwithstanding the separation of the Executive from theCompany.E. Stock Options. The Executive and the Company agree that for those stockoption which are unexercised on the Retirement Date, the Executive will have those timeperiods set forth for the each particular Stock Option Agreement as set forth on AttachmentC to exercise the stock options granted and vested under the particular listed Stock OptionAgreement.F. Bonuses. The Executive will not be eligible to receive any annual bonus forthe 2007 calendar year.
 
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Kenneth L. AgeeRetirement AgreementG. D&O Insurance. Subject to the Company’s own decision with regard to amountsand insurance providers, the Company will maintain D&O or other insurance coverage andextend same to the Executive, similar to the Company’s then-current executive group, for aperiod of three (3) years from the Effective Waiver Date when commercially possible.3. Property of the Company.A. All documents, encoded media, and other tangible items provided to Executive by theCompany or prepared, generated or created by Executive or others in connection with anybusiness activity of the Company are the property of the Company, and Executive willpromptly deliver to the Company all such documents, media and other items in Executive’spossession, including all complete or partial copies, recordings, abstracts, notes orreproductions of any kind made from or about such documents, media, items or informationcontained 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.B. Subject to the necessary and proper procedures of the Company’s InformationTechnology department for the termination or retirement of any Company employee and therequirement that Company will not be required to purchase any licenses to comply with thisparagraph, the Company agrees to transfer ownership of certain listed items to the Executivewithin 30 days of the Retirement Date, or within a reasonable period thereof as required tocoordinate 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 Executivein working order on an “AS IS, WHERE IS” basis.C. The Company shall transfer to Executive title to a 2006 Volkswagen Jetta, VIN#3VWST71K26M682133 (“the Vehicle”) effective the Retirement Date. As regards the Vehicle, thetransfer shall be on a “AS IS, WHERE IS” basis. THE COMPANY EXPRESSLY DISCLAIMS ANY EXPRESSOR IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE RELATING TO THE VEHICLE. Any and all transfer taxes, fees or costsresulting from the transfer of the Vehicle shall be paid by the Executive.4. Other Benefits. The Executive’s benefits under the Syntroleum 401(k) Plan and anyother plan or arrangement of the Company shall be determined and paid in accordance with the termsof such plans. Except as expressly provided herein or in the terms of such plans, all benefitsprovided to the Executive shall cease as of the Retirement Date.
 
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Kenneth L. AgeeRetirement Agreement5. Restrictive Covenants. As a material inducement to the Company to enter into thisAgreement, 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 theEmployment Agreement in exchange for the Company’s provision to the Executive ofTrade Secret Information and for other good and valid consideration, remain in full force andeffect; provided, however, that, effective the Retirement Date, subject to the Executive upholdinghis continuing obligations to maintain the Trade Secret Information of the Company as set forth inthe Employment Agreement, the Company agrees to waive the restrictions set forth in paragraphs 9(a)and 9(b). Notwithstanding the forgoing, the Company agrees to waive the provisions of paragraph9(c) as it relates to James Engman, Bryan Hicks and Ronnie Young, but otherwise, the Company doesnot waive the restrictions on the Executive as set forth in paragraph 9(c) of the EmploymentAgreement.A. The Company agrees to modify the Employment Agreement by striking the language ofparagraph 8(c) in its entirety, and inserting the language in ***bold*****,*****italic***typeface below:“***The provisions of this Paragraph 8 do not apply to an invention (i) developedduring your employment with the Company, for which no equipment, supplies, facilityor Trade Secret Information of the Company was used and which was developed entirelyon Employee’s own time, or (ii) for an invention developed within two years oftermination of employment, which does not include any Trade Secret Informationdisclosed to Employee by the Company or Trade Secret Information developed byEmployee in the course of his employment with the Company.  A reasonabledetermination of the applicability of******Paragraph 8(a)******to an Employee’s inventionshall be made by Syntroleum after the Employee submits notification in writing ofthe invention.  Said notice shall include adequate detail for Syntroleum to evaluatethe invention and the circumstances under which the Employee believes this exclusionshould apply.  Such notice to Company shall be made whenever a reasonable personwould consider that the invention may include any Trade Secret Information disclosedto Employee by the Company or Trade Secret Information developed by Employee in thecourse of his employment with the Company.  The Company shall have the right toreview the invention and contest the applicability of this Paragraph 8 even in suchcircumstances that Employee does not give notice.***”6. Assistance with Company Activities. The Executive agrees that for a period ofthree years after the Retirement Date, the Executive will furnish such information and properassistance as may be reasonably necessary in connection with the Company’s activities, includingbut not limited to, any litigation or other legal proceedings in which the Company or any affiliateor subsidiary is then or may become involved. The Executive and the Company agree that in the eventthe requests for assistance present an unreasonable and undue burden upon the Executive, theExecutive and the Company will negotiate a reasonable rate of compensation for his time; suchagreed compensation will not include time responding to casual requests for information orclarifications.
 
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Kenneth L. AgeeRetirement Agreement7. Reference; Nondisparagement. The Executive agrees to refrain from any criticismsor disparaging comments about the Company or any affiliates (including any current or formerofficer, director or employee of the Company), and the Executive agrees not to take any action, orassist any person in taking any other action, that is adverse to the interests of theCompany or any affiliate or inconsistent with fostering the goodwill of the Company and itsaffiliates. Likewise, the Company agrees to refrain from any criticisms or disparaging commentsabout the Executive, and the Company agrees not to take any action, or assist any person in takingany other action, that is adverse to the interests of the Executive or inconsistent with fosteringthe goodwill of the Executive. Notwithstanding the forgoing, this paragraph imposes no limitationon the Executive’s rights as a shareholder of the Company, or on either party’s rights to enforcethis Agreement. Nothing in this Agreement shall apply to or restrict in any way the communicationof information by either Party to any state or federal law enforcement agency, or require notice toeither Party thereof in such event, and neither Party will be in breach of the covenant containedabove solely by reason of giving testimony which is compelled by process of law.8. 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 nopayments or benefits due hereunder shall be assignable in anticipation of payment either byvoluntary 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 thesubject matter hereof. Upon the death of the Executive, his executors, administrators, deviseesand heirs, in that order, shall have the right to enforce the provisions hereof.9. Amendment of Agreement. This Agreement may not be modified or amended except by aninstrument in writing signed by the parties hereto.10. Waiver. No term or condition of this Agreement shall be deemed to have beenwaived, 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. The Executive doeswaive any requirement for notice for termination of employment as set forth in the EmploymentAgreement.11. Notices. All notices or communications hereunder shall be in writing, addressedas follows:To the Company:Syntroleum Corporation4322 South 49th West AvenueTulsa, OK 74107-6100Attention: PresidentFax: (918) 592-7979
 
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Kenneth L. AgeeRetirement AgreementTo the Executive:Kenneth L. Agee13137 South Yorktown AvenueBixby, OK 74008Telephone: (918) 298-7811All such notices shall be conclusively deemed to be received and shall be effective; (i) if sent byhand delivery, upon receipt, (ii) if sent by telecopy or facsimile transmission, upon confirmationof receipt by the sender of such transmission or (iii) if sent by registered or certified mail, onthe fifth day after the day on which such notice is mailed.12. Tax Withholding. The Company shall withhold from any benefits payable under thisAgreement the minimum federal, state, city or other taxes that will be required pursuant to any lawor governmental regulation or ruling. In instances where a taxable event involves options orstock, the taxes will be handled in accordance with the applicable stock option agreement orrestricted stock award agreement.13. Severability. If any provision of this Agreement is held to be invalid, illegalor 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.14. Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich will be deemed an original, and all of which together will constitute one document.15. Titles. The titles and headings preceding the text of the sections andsubsections of this Agreement have been inserted solely for convenience of reference and do notconstitute a part of this Agreement or affect its meaning, interpretation or effect.16. Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA, UNITED STATES OF AMERICA, WITHOUT REGARD TOCONFLICT OF LAW PROVISIONS THEREOF. Subject to Section 16(a) below, the Company and the Executiveexpressly and irrevocably consent and submit to the nonexclusive jurisdiction of any state orfederal court sitting in Oklahoma County, Oklahoma and agree that, to the fullest extent allowed bylaw, such Oklahoma state or federal courts shall have jurisdiction over any action, suit orproceeding arising out of or relating to this Agreement. The Company and the Executive eachirrevocably waive, to the fullest extent allowed by law, any objection either of them may have tothe laying of venue of any such suit, action or proceeding brought in any state or federal courtsitting in Oklahoma County, Oklahoma based upon a claim that such court is inconvenient orotherwise an objectionable forum. Any process in any action, suit or proceeding arising out of orrelating to this Agreement may, among other methods, be served upon the Company or the Executive bydelivering it or mailing it to their respective addresses set forth herein. Any such delivery ormail service shall be deemed to have the same force and effect as personal service in the State ofOklahoma.
 
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Kenneth L. AgeeRetirement Agreement(a) Any dispute arising out of or in connection with this Agreement, including any questionregarding its existence, validity or termination, shall be addressed exclusively in the followingpriority order:(1) Negotiation. The Employee and the Company shall arrange a meeting, at a mutuallyconvenient time by phone or in person, to discuss the issues of each Party and negotiate for aresolution of the dispute. The period of negotiation shall extend no longer than thirty (30)calendar days from the first meeting of the negotiators.(2) Mediation. If the Parties have failed to resolve the dispute by negotiation, theParties shall submit to mediation prior to seeking resolution by binding arbitration. The Partieswill cooperate with one another in selecting a mediator from the American Arbitration Associationpanel of neutrals, which shall be requested to promptly schedule the mediation proceedings. Theparties covenant that they will participate in the mediation in good faith, and that they will eachbear their own costs. All offers, promises, conduct and statements, whether oral or written, madein the course of the mediation by any of the parties, their agents, employees, experts andattorneys, and by the mediator, are expected to be treated as confidential, privileged andinadmissible for any purpose, including impeachment, in any arbitration or other proceedinginvolving the parties, provided that evidence that is otherwise admissible or discoverable shallnot be rendered inadmissible or non-discoverable as a result of its use in the mediation. If thedispute is not resolved within thirty (30) calendar days from the date of the submission of thedispute to mediation (or such later date as the parties may mutually agree in writing), theadministration of the arbitration shall proceed forthwith. The mediation may continue, if theparties so agree, after the appointment of the arbitrators. Unless otherwise agreed by theparties, the mediator shall be disqualified from serving as arbitrator in the case. The pendencyof a mediation shall not preclude a party from seeking provisional remedies, such as a temporary orpermanent injunction or restraining order to prevent a continuing harm to a Party, in aid of thearbitration from a court of appropriate jurisdiction, and the parties agree not to defend againstany application for provisional relief on the ground that a mediation is pending.(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 thebreach, termination, enforcement, interpretation or validity thereof, including the determinationof the scope or applicability of this Agreement to arbitrate, shall be determined by bindingarbitration in Oklahoma City, Oklahoma, before three (3) arbitrators. The arbitration shall beadministered by the American Arbitration Association pursuant to its Commercial Rules forArbitration. The arbitrators’ award may be enforced in State District Courts in Tulsa or OklahomaCounties, the United States District Courts for the Northern or Western Districts of Oklahoma or inany other court having jurisdiction over the parties. This clause shall not preclude the Partiesfrom seeking provisional remedies in aid of arbitration, such as a temporary or permanentinjunction or restraining order to prevent a continuing harm to a Party, from a court ofappropriate jurisdiction. The Parties covenant that they will participate in the arbitration ingood faith, and that they will each bear their own costs. The provisions of this clause may beenforced by any court of competent jurisdiction, and the Party seeking enforcement shall beentitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by theParty against whom enforcement is ordered.
 
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Kenneth L. AgeeRetirement Agreement(4) The Parties agree that the dispute resolution priority set forth herein is a material termof this agreement and that the damages for failure to comply with the dispute resolution priorityare and would be difficult to measure. Consequently, the Parties agree that in the event a Partyelects to ignore the dispute resolution priority order requirements set forth in this Section16(a), the Party making the election shall be obligated for all (internal and external) costs, feesand expenses, including attorneys’ fees, of the other Party, regardless of how the dispute isultimately decided. In other words, any Party electing to forego the dispute resolution priorityin Section 16(a) also elects to pay the fees, costs and expenses of the other Party even if theelecting Party ultimately prevails. The dispute resolution priority order requirement specified inthis Section 16(a) may be amended, modified, or waived only upon the agreement, in writing, of theParties.17. Remedies. In the event of any material breach by either party of any of theprovisions of this Agreement and in the event such material breach is not cured by the breachingparty within forty-five (45) days after notice from the non-breaching party, the non-breachingparty, in addition to any other rights, remedies or damages available at law or in equity, shall beentitled (a) to injunctive relief enjoining and restraining any such material breach by thebreaching party; and, in addition to any other award of damages to which may be entitled, (b) torecover 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.18. Entire Agreement. This Agreement, together with Attachments A and B, constitutethe entire agreement of the parties with respect to the subject matter hereof, and expresslysupersedes the Employment Agreement, except as expressly provided herein.19. 409A Compliance. The parties acknowledge that all payments and benefits providedunder this Agreement and the Consulting Agreement are intended to meet the requirements andrestrictions of the nonqualified deferred compensation rules contained in Section 409A of theInternal Revenue Code of 1986, as amended (to the extent applicable thereto).(*signature page follows*)
 
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Kenneth L. AgeeRetirement AgreementIN WITNESS WHEREOF, the parties have executed this Agreement in multiple counterparts, all ofwhich shall constitute one agreement, effective as of the date and year first above written.      SYNTROLEUM CORPORATION