EXHIBIT 10.1
SEPARATION AGREEMENT
This Agreement dated as of January 31, 2008 is by and between Force
Protection, Inc. a Nevada (the "Company" or "Force Protection"), and Gordon
McGilton (the "Executive").
IT IS HEREBY AGREED AS FOLLOWS:
1.
THE EXECUTIVE AND THE COMPANY AGREE
THAT THE EXECUTIVE'S LAST DAY OF EMPLOYMENT WITH THE COMPANY WILL BE ON
JANUARY 31, 2008 (THE "RETIREMENT DATE").
2.
THE COMPANY WILL PAY THE EXECUTIVE A
LUMP SUM CASH PAYMENT OF SIXTY THOUSAND DOLLARS ($60,000), ON THE FIRST BUSINESS
DAY FOLLOWING THE EXPIRATION OF THE REVOCATION PERIOD (AS DEFINED IN
SECTION 16), REDUCED BY THE AMOUNT OF ANY APPLICABLE TAX WITHHOLDINGS
("SEVERANCE BENEFITS").
3.
THE EXECUTIVE SHALL RECEIVE SEPARATE
WRITTEN NOTICE OF HIS RIGHT TO ELECT CONTINUED BENEFIT PLAN COVERAGE PURSUANT TO
COBRA.
4.
THE COMPANY AND THE EXECUTIVE AGREE
THAT AS OF THE RETIREMENT DATE THERE ARE NO OTHER AMOUNTS OR BENEFITS DUE TO THE
EXECUTIVE THROUGH SUCH DATE OR THEREAFTER FROM OR UNDER ANY OTHER PLAN, PROGRAM,
POLICY OR AGREEMENT OF THE COMPANY, AS WELL AS NO OTHER INDIVIDUAL EMPLOYMENT
AGREEMENT WITH THE EXECUTIVE.
5.
EFFECTIVE AS OF THE RETIREMENT DATE,
THE EXECUTIVE HEREBY RESIGNS AS A MEMBER OF THE BOARD OF DIRECTORS OF THE
COMPANY AND OF ALL OTHER SUBSIDIARIES OR AFFILIATES OF THE COMPANY AS WELL AS
ANY OTHER POSITIONS HELD WITH SUCH SUBSIDIARIES OR AFFILIATES EFFECTIVE AS OF
THE RETIREMENT DATE AND AGREES TO EXECUTE SUCH OTHER DOCUMENTS AS MAY BE
REQUESTED BY THE COMPANY TO IMPLEMENT SUCH RESIGNATIONS.
6.
THE COMPANY SHALL INDEMNIFY THE
EXECUTIVE TO THE EXTENT PROVIDED PURSUANT TO ARTICLE VI OF THE COMPANY'S BYLAWS
(12/09/04) AND RESOLUTION DATED FEBRUARY 28, 2005, AS IN EFFECT ON THE
RETIREMENT DATE, AND THE EXECUTIVE SHALL NOT BE ENTITLED TO ANY OTHER RIGHTS TO
INDEMNIFICATION BY THE COMPANY OTHER THAN AS SET FORTH THEREIN.
7.
IN CONSIDERATION OF THE SEVERANCE
BENEFITS, THE EXECUTIVE AGREES TO THE FOLLOWING COVENANTS:
A.
NON-COMPETE.
FOR A 12 MONTH PERIOD AFTER THE RETIREMENT DATE,
THE EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY (WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY):
I.
HOLD A 5% OR GREATER EQUITY
(INCLUDING STOCK OPTIONS WHETHER OR NOT EXERCISABLE), VOTING OR PROFIT
PARTICIPATION INTEREST IN A COMPETITIVE ENTERPRISE, OR
II.
ASSOCIATE (INCLUDING AS AN OFFICER,
EMPLOYEE, PARTNER, CONSULTANT, AGENT OR ADVISOR) WITH A COMPETITIVE ENTERPRISE
AND IN CONNECTION WITH THE EXECUTIVE'S ASSOCIATION ENGAGE, OR DIRECTLY OR
INDIRECTLY MANAGE OR SUPERVISE PERSONNEL ENGAGED, IN ANY ACTIVITY:
(A)
THAT IS SUBSTANTIALLY RELATED TO ANY ACTIVITY
THAT THE EXECUTIVE WAS ENGAGED IN WITH THE COMPANY OR ITS AFFILIATES DURING THE
12 MONTHS PRIOR TO THE RETIREMENT DATE (EXCLUDING AS A DIRECTOR),
(B)
THAT IS SUBSTANTIALLY RELATED TO ANY ACTIVITY
FOR WHICH THE EXECUTIVE HAD DIRECT OR INDIRECT MANAGERIAL OR SUPERVISORY
RESPONSIBILITY WITH THE COMPANY OR ITS AFFILIATES DURING THE 12 MONTHS PRIOR TO
THE RETIREMENT DATE, OR
(C)
THAT CALLS FOR THE APPLICATION OF SPECIALIZED
KNOWLEDGE OR SKILLS SUBSTANTIALLY RELATED TO THOSE USED BY THE EXECUTIVE IN HIS
ACTIVITIES WITH THE COMPANY OR ITS