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Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
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This Separation Agreement and Release (this "Agreement"), dated
April 2,
2007, (the "Effective Date"), sets forth the mutual agreement of
ENGlobal
Corporation, a Nevada corporation, for itself and its
subsidiaries and
affiliates (collectively "ENGlobal"), and Michael L. Burrow
("Burrow"),
regarding Burrow's separation from employment with ENGlobal.
Terms not otherwise
defined in this Agreement shall have the meanings ascribed to
them in that
certain Key Executive Employment Agreement dated January 1, 2006
between
ENGlobal and Burrow (the "Employment Agreement").
RECITALS:
Burrow has been employed by and has served as an officer and a
member of
the Board of Directors of ENGlobal since December 2001.
On the Effective Date, Burrow resigned as President and Chief
Executive
Officer, as a member of ENGlobal' s Board of Directors, and as
an employee of
ENGlobal.
The parties to this Agreement have decided to resolve any
differences that
may exist in connection with Burrow's employment with ENGlobal,
service on
ENGlobal's Board of Directors, and separation therefrom.
The parties desire to keep the terms of this Agreement
confidential, to be
knows only by the parties to this Agreement and their attorneys,
except as
otherwise required by law.
NOW, THEREFORE, in consideration of the mutual promises and
agreements
herein contained, including the recitals set forth above, the
receipt and
sufficiency of which are hereby acknowledged, the parties to
this Agreement
agree as follows:
1. Consideration from ENGlobal. If Burrow signs this Agreement,
does not
revoke this Agreement, and complies fully with this Agreement,
ENGlobal will
provide Burrow with the following valuable consideration, a
portion of which is
expressly agreed to be in addition to anything to which Burrow
is currently
entitled and not otherwise required by ENGlobal's policies,
procedures, or
practices:
(a) Severance Payments.
(i) During the Initial Severance Benefit Period, ENGlobal
will
pay Burrow severance benefits (subject to applicable tax and
other withholdings)
in payroll period installments in accordance with ENGlobal's
normal payroll
policies, in an amount equal to the monthly amount of Burrow's
Annual Salary in
effect at the Effective Date. In addition, ENGlobal will (under
the same cost
sharing arrangements as were in place prior to the Effective
Date), continue to
include Burrow and his eligible dependents under the coverage of
all group
health, medical and dental insurance policies, plans and
programs maintained by
ENGlobal during the Initial Severance Benefit Period for
ENGlobal's employees,
or management employees, generally.
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(ii) ENGlobal hereby extends the Restricted Period, and
ENGlobal
will pay Burrow severance benefits (subject to applicable tax
and other
withholdings) during the Second Severance Benefit Period, in
payroll period
installments in accordance with ENGlobal's normal payroll
policies, in an amount
equal to the monthly amount of Burrow's Annual Salary in effect
at the Effective
Date. In addition, ENGlobal will (under the same cost sharing
arrangements as
were in place prior to the Effective Date), continue to include
Burrow and his
eligible dependents under the coverage of all group health,
medical and dental
insurance policies, plans and programs maintained by ENGlobal
during the Second
Severance Benefit Period for ENGlobal's employees, or management
employees,
generally.
(b) Benefits and Expenses.
(i) Burrow understands and agrees that balances or vested
balances Burrow has in any ENGlobal benefit plan will be
available to Burrow
consistent with applicable law, regulations and the
administrative provisions of
the various plan documents. Except as provided in Section
1(b)(ii), any options
to acquire shares of ENGlobal's common stock will expire or be
exercisable in
accordance with the terms and provisions of the applicable
agreement, plans and
plan documents. Burrow further understands that he will not
receive any grants
of stock or options from ENGlobal in the future.
(ii) On the Effective Date, ENGlobal and Alliance 2000, Ltd.
will
enter into the Second Amended and Restated Alliance Stock Option
Agreement
attached as Exhibit A.
(iii) Burrow agrees that he will not conduct any market
transactions in ENGlobal stock (including purchasing or selling
shares and
moving funds in or out of the ENGlobal 401(k) Plan) until
ENGlobal files its
definitive proxy statement on Schedule 14A for year 2007. This
restriction shall
not impede Burrow's ability to exercise his vested options to
acquire shares of
ENGlobal common stock as permitted under the applicable option
agreements.
(iv) ENGlobal agrees to reimburse Burrow for all reasonable
business expenses incurred through March 31, 2007.
2. Release.
(a) Burrow hereby knowingly and voluntarily waives,
relieves,
releases, acquits and forever discharges ENGlobal, and its
predecessors, parent
and affiliated companies, successors and assigns, officers,
directors, agents,
employees, shareholders, attorneys, accountants, employee
benefit plans and
trustees, and any and all other related individuals and entities
(collectively,
the "Releasees"), from any and all claims, debts, liabilities,
demands,
obligations, liens, promises, acts, agreements, costs, expenses
(including, but
not limited to, attorneys' fees), damages, actions and causes of
action, of any
nature whatsoever, including, without limitation, any statutory,
civil or
administrative claim, or any claim, arising out of facts,
whether known or
unknown, suspected or unsuspected, fixed or contingent, apparent
or not,
including, but not limited to, any claims based on, arising out
of, related to
or connected with Burrow's employment with, or termination of
employment from,
ENGlobal, including but not limited to, any claims arising from
federal, state
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or local laws which prohibit discrimination on the basis of
race, national
origin, religion, age, sex, marital status, pregnancy,
disability, perceived
disability, ancestry, sexual orientation, family or personal
leave, or any other
form of discrimination, or from any common law claims of any
kind, including,
but not limited to, contract, tort, or property rights,
including, but not
limited to, breach of contract, breach of the implied covenant
of good faith and
fair dealing, tortious interference with contract or current or
prospective
economic advantage, fraud, deceit, breach of privacy,
misrepresentation,
defamation, wrongful termination, tortious infliction of
emotional distress,
loss of consortium and breach of fiduciary duty, violation of
public policy and
any other common law claim of any kind whatsoever, and claims
for severance pay,
sick leave, family leave, vacation, life insurance, bonuses,
health insurance,
disability or medical insurance or any other fringe benefit or
compensation, or
from any and all rights or claims arising under the Civil Rights
Act of 1964, as
amended, 42 U.S.C. ss.ss. 2000e, et seq.; the Americans with
Disabilities Act,
42 U.S.C. ss.ss. 12101, et seq.; the Age Discrimination in
Employment Act, as
amended, 29 U.S.C. ss.ss. 621 et seq.; the Older Workers Benefit
Protection Act;
the Sarbanes-Oxley Act of 2002, including the whistleblower
provisions thereof;
the Texas Commission on Human Rights Act, Tex. Labor Code ss.ss.
21.001, et seq.
(prohibiting discrimination based upon age, race, sex, religion,
national origin
or disability); the Family & Medical Leave Act; the Employee
Retirement Income
Security Act of 1974; and the Worker Adjustment Retraining and
Notification Act.
Claims which cannot be waived by law are excluded from the
release provisions of
this Section 2; however, Burrow does waive his right to any
monetary recovery
should any agency pursue claims against any Releasee on Burrow's
behalf.
(b) Burrow understands and agrees, in compliance with any
statute or
ordinance which requires a specific release of unknown claims or
benefits, that
this Agreement includes a release of unknown claims, and Burrow
hereby expressly
waives and relinquishes any and all claims, rights or benefits
that Burrow may
have which are unknown to Burrow at the time of the execution of
this Agreement.
Burrow understands and agrees that if, hereafter, Burrow
discovers facts
different from or in addition to those which Burrow now knows or
believes to be
true, that the waivers and releases of this Agreement shall be
and remain
effective in all respects notwithstanding such different or
additional facts or
the discovery of such fact.
(c) If Burrow is at least 40 years old, Burrow agrees and
expressly
acknowledges that this Agreement includes a waiver and release
of all claims
which Burrow has or may have under the Age Discrimination in
Employment Act of
1967, as amended, 29 U.S.C. ss.ss. 621, et seq. ("ADEA"), the
Older Workers
Benefit Protection Act, as amended, or any equivalent or
comparable provision of
federal, state or local law, including, without limita
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