SEPARATION AND RELEASE AGREEMENT

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Exhibit 10.1

SEPARATION AND RELEASE AGREEMENT

        This SEPARATION AND RELEASE AGREEMENT (the "Agreement"), executed as of this 15 ^th day of June, 2006, is entered into by and between Petrie Parkman & Co. (the "Company") and James E. Parkman, Jr. ("Parkman").

W I T N E S S E T H

        WHEREAS, Parkman is employed by the Company;

        WHEREAS, Parkman is not party to an employment agreement with the Company;

        WHEREAS, the Company and Parkman wish to provide that Parkman's employment by the Company cease effective as of the close of business on June 15, 2006 (the "Separation Date"); and

        WHEREAS, Parkman and the Company desire to settle fully and finally any and all matters between them, including without limitation any issues that have arisen out of Parkman's employment with the Company and the termination thereof.

        NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto hereby agree as follows:

        Section 1.      Termination of Service; Payment and Other Additional Terms.    

        (a)     Termination of Service.     Effective as of the close of business on the Separation Date, (i) Parkman's employment by the Company and any and all of its subsidiaries and affiliates shall terminate, and (ii) Parkman shall cease to serve as an officer or director of any subsidiary of the Company; provided however , that the foregoing provisions shall not apply to any positions held by Parkman in any of the entities (other than the Company) comprising, or providing advice or services to, the Company's Energy Special Situations Fund I, L.P. (the "Fund") (together with Energy Special Situations Fund Management, LLC, ESS Participation Fund, L.P. and its general partners, Houston Energy Advisors, LLC, and any of the Fund's current or future portfolio companies, all of which are collectively referred to herein as the "ESSF"), and so long as Parkman elects to serve in such capacities, all employment, advisory and other arrangements between Parkman and any such entities (other than the Company) shall remain in full force and effect. Not later than June 30, 2006, Parkman shall remove all of his belongings from the offices of the Company.

        (b)     Certain Payments and Benefits.     In consideration for Parkman's agreement to be bound by the terms of this Agreement and subject to the terms of this Agreement, Parkman shall be entitled to receive from the Company the payments and benefits set forth in paragraphs (i) through (iv) of this Section 1(b):

          (i)  Not later than December 31, 2006, the Company shall pay to Parkman an amount in cash equal to the greater of (A) nine million five hundred thousand dollars ($9,500,000), but in any event not in excess of thirteen percent (13.0%) of the Company's revenues for the 2006 Payment Period (as hereinafter defined), with such revenues adjusted downward by any payments made or reasonable reserves set aside during the 2006 Payment Period in respect of the Siebert Matter (as hereinafter defined) or (B) two-thirds ( ² / 3 ) of the cash compensation payable to Thomas A. Petrie ("TAP") by the Company for services during the 2006 Payment Period (as hereinafter defined);

         (ii)  For the period beginning on the Separation Date and continuing until the earlier of December 31, 2007 or the date comparable coverage is made available to Parkman by a successor employer, the Company shall provide coverage of Parkman under the Company's health, dental and life insurance plans at the levels and cost generally

applicable to senior executive officers of the Company from time to time during such period; provided, however, that any such coverage shall be applied against any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended;

        (iii)  The Company shall provide Parkman, from the period beginning on the Separation Date and ending on April 30, 2007, with (A) exclusive use of the Company's apartment in the Rice Loft Building in Houston, Texas and (B) a parking space on Floor C of the JPMorgan Chase Tower Garage in Houston, Texas; provided, however, that Parkman's right to use of the Rice Loft Building apartment shall be subject to a short form of letter agreement that provides for rent of zero dollars ($0); and

        (iv)  Parkman in his discretion may remain in his current position in regard to, and maintain his current level of involvement with, the ESSF in appropriate coordination with Jon Linker and subject to ESSF's organizational and other operating documents (without regard to any provision in such documents that would limit the scope of this paragraph (iv)).

For purposes of Section 1(b)(i), the 2006 Payment Period shall mean the period ending on the earlier of (x) December 31, 2006 or (y) the consummation of an initial public offering of the Company's common stock (an "IPO") or the consummation of any merger, sale of shares, tender offer, exchange offer or other business combination transaction involving the Company that results in the holders of the outstanding shares of Company common stock immediately prior to the consummation thereof constituting less than fifty percent (50%) of the total number of shares of Company common stock (or capital stock of the surviving or resulting entity therefrom or the parent thereof, as applicable) immediately following consummation thereof (a "Change in Control"). Notwithstanding the foregoing provisions of this Section 1(b), the Company shall be under no obligation to provide the payments and benefits described in the foregoing provisions of this Section 1(b) or otherwise honor its obligations under this Agreement if Parkman shall have revoked the Company Release (as hereinafter defined) pursuant to Section 2(a)(iv). Parkman acknowledges that he previously has been paid all compensation that may be due to him for services rendered on or prior to the Separation Date.

        (c)     Key Man Insurance.     Parkman and the Company acknowledge that the Company currently pays premiums on key-man life insurance policies insuring the life of each of Parkman (the "JEP Policy") and TAP (the "TAP Policy") and that, pursuant to such policies, Parkman is the owner and beneficiary of the TAP Policy and TAP is the owner and beneficiary of the JEP Policy. Parkman and the Company agree that Parkman may change the beneficiary under the JEP Policy in his discretion, that TAP may change the beneficiary under the TAP Policy in his discretion, and that the Company shall continue to pay any premiums due under the JEP Policy on or before December 31, 2006, in accordance with the historical practice of the Company but that, after that date, the Company shall have no further obligations under the JEP Policy. JEP and TAP will further take such actions as are reasonably necessary to transfer and vest (i) in TAP ownership of the TAP Policy and (ii) in JEP ownership of the JEP Policy. The Company covenants with JEP that it has received all agreements and assurances on the part of TAP to assure that the foregoing arrangements will be effected by TAP and the Company.

        (d)     Dividend Policy.     If the Company has not consummated an IPO or there has not occurred a Change in Control on or before December 10, 2007, the Board of Directors of the Company (the "Board") shall undertake to implement a reasonable and prudent dividend policy, any such policy to remain in effect, subject to periodic review by the Board, until the consummation of an IPO or Change in Control.

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        Section 2.     Mutual Release.     

        (a)      Release by Parkman.    

          (i)  Except as provided below in Section 2(a)(ii), Parkman knowingly and voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGES the Company and the Company's past and present subsidiaries and affiliates, together with all of their respective past and present directors, managers, officers, partners, employees and attorneys, and each of their predecessors, successors and assigns, and any of the foregoing in their capacity as a shareholder or agent of the Company or its subsidiaries or affiliates (collectively, "Releasees") from any and all claims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, obligations, attorneys' fees, damages and liabilities of any nature whatsoever, known or unknown , suspected or unsuspected , which Parkman or his executors, administrators, successors in interest or assigns now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Agreement, and without limiting the generality of the foregoing, from all claims, demands, and causes of action based upon, relating to, or arising out of Parkman's employment relationship or other relationship with the Company (including without limitation, as a stockholder of the Company) and/or any of the Releasees and the termination of that relationship, and whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity (the "Company Release"), even if such act or omission is found to have been an INTENTIONAL ACT OR OMISSION, OR A NEGLIGENT ACT OR OMISSION, WHETHER SIMPLE, GROSS, SOLE, OR CONCURRENT, by Releasees. Parkman represents and covenants that Parkman has not filed, initiated or caused to be filed or initiated, any claim, charge, suit, complaint, grievance, action or cause of action against the Company or any of the Releasees, and agrees not to sue or to join any other person in bringing suit against any of the Releasees, arising out of or relating in any way to Parkman's employment or other relationship with the Company or any of the Releasees, or the termination thereof. This release specifically extends, without limitation, to claims arising under any statute or regulation, including the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and the Family Medical Leave Act of 1993, each as amended, or any other federal, state or local statute, regulation, ordinance or common law in any country, territory, or jurisdiction, or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between any of the Releasees and Parkman.

         (ii)  Nothing herein shall be deemed to release any of Parkman's rights under this Agreement.

        (iii)  Parkman represents that the Company has advised him to consult with an attorney of his choosing prior to signing this Agreement. Parkman further represents that he understands and agrees that he has the right to have this Agreement and, specifically, the Company Release, reviewed by an attorney of Parkman's choice and that he has in fact reviewed this Agreement and, specifically, the Company Release, with an attorney of his choice. Parkman further represents that he understands and agrees that the Company is under no obligation to offer him this Agreement, and that Parkman is under no obligation to consent to the Company Release, that he has entered into this Agreement freely and voluntarily, and that this Agreement and the Company Release are fair, adequate and reasonable. Parkman is not relying upon any representations or statements made by any of the Releasees regarding this Agreement or its preparation, except to the

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extent such representations are expressly incorporated herein. Parkman is not relying upon a legal duty, if one exists, on the part of any of the Releasees to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that Parkman and the Releasees shall never assert any failure to disclose information on the part of any other person as a ground for challenging this Agreement; provided, however, that, so long as Parkman remains a holder of the Company's common stock, the Company shall remain under all disclosure obligations to stockholders required under applicable law.

        (iv)  Parkman shall have 21 days to consider this Agreement and once he has signed this Agreement, Parkman shall have seven additional days from the date of execution to revoke his consent to the Company Release set forth above. Any such revocation shall be made by delivering written notification to the Board, in care of the Chairman of the Board, no later than 5:00 p.m. on the seventh (7 ^th ) day after Parkman signs this Agreement. In the event that Parkman revokes his Company Release, all the terms of the other sections and subsections of this Agreement shall be null and void and shall not become effective. If no such revocation occurs, the Company Release and this Agreement shall become effective as of the eighth day after the date Parkman signs this Agreement.

         (v)  Parkman agrees that neither this Agreement nor the furnishing of consideration for the Release shall be deemed or construed at any time for any purpose as an admission by Employer of any liability, wrongdoing, or unlawful conduct of any kind.

        (b)     Release by the Company.     Except as provided below in the final sentence of this subsection (b), as a material inducement to enter into this Agreement, the Company, on its behalf and that of its subsidiaries and affiliates and their officers and directors, agents, employees, successors and assigns (solely in their capacity as officers or directors of the Company or its subsidiaries or affiliates) hereby knowingly and voluntarily releases and forever discharges Parkman and his agents, employees, successors, heirs, beneficiaries or assigns (collectively, the "Parkman Released Parties") from any and all claims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, obligations, damages and liabilities of any nature whatsoever, known or unknown, suspected or unsuspected , that it (or its successors in interest or assigns) now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Agreement, and without limiting the generality of the foregoing, from all claims, demands, and causes of action based upon, relating to, or arising out of Parkman's employment relationship or other relationship with the Company (including without limitation, as an officer, director or stockholder of the Company), its subsidiaries or affiliates and/or any of the Releasees and the termination of those relationships, and whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity (the "Parkman Release"), even if such act or omission is found to have been an INTENTIONAL ACT OR OMISSION, OR A NEGLIGENT ACT OR OMISSION, WHETHER SIMPLE, GROSS, SOLE, OR CONCURRENT, by any Parkman Released Party. The Company represents and covenants that it has not filed, initiated or caused to be filed or initiated, any claim, charge, suit, complaint, grievance, action or cause of action against Parkman or any of the Parkman Released Parties, and agrees not to sue or to join any other person in bringing suit against any of the Parkman Released Parties, arising out of or relating in any way to Parkman's employment or other relationship with the Company or any of the Releasees, or the termination thereof. The Company agrees that neither this Agreement nor the furnishing of consideration for the Parkman Release shall be deemed or construed at any time for any purpose as an admission by Parkman of any liability, wrongdoing or unlawful conduct of any

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kind. Nothing herein shall be deemed to release any of the Company's rights under this Agreement, including without limitation the Company's rights under Section 5 with regard to actions taking place after the Separation Date.

        Section 3.     Mutual Non-Disparagement.     The Company agrees that it will not make or publish any statement which is, or may reasonably be considered to be, disparaging of Parkman, and Parkman agrees that he will not make or publish any statement which is, or may reasonably be considered to be, disparaging of the Company or its subsidiaries or affiliates, or directors, officers or employees of the businesses of the Company or its subsidiaries or affiliates; provided, however, that Parkman and the Company and its agents may respond truthfully and factually to any inquiries as to why Parkman's employment with the Company terminated.

        Section 4.     Publicity; Regulatory Filing.     The Company shall have the right to issue a press release in a form reasonably satisfactory to Parkman in regard to Parkman's separation from employment with the Company. The Company will give Parkman reasonable opportunity to comment on its proposed filing with the NASD of a report on form U5 regarding Parkman's termination of employment.

        Section 5.     Confidentiality; Intellectual Property and Other Property.     Parkman and the Company agree that due to the nature of Parkman's association with the Company, Parkman has acquired valuable trade secrets and other confidential and proprietary information relating to the businesses of the Company or its subsidiaries or affiliates. Parkman acknowledges that such information is of extreme importance to the businesses of the Company and its subsidiaries and affiliates and will continue to be so after the date of this Agreement, and that disclosure of such trade secrets and other confidential and proprietary information to others or the unauthorized use of such information by Parkman or others would cause irreparable harm to the Company. Accordingly, the Company and Parkman agree as follows:

        (a)   Parkman acknowledges that the Proprietary and Confidential Information (as hereinafter defined) constitutes the property of the Company or its subsidiaries or affiliates. Parkman acknowledges that the direct and indirect disclosure of any such Proprietary and Confidential Information would cause irreparable harm to the Company. Therefore, except to the extent otherwise expressly provided in Section 5(b) or 5(c), Parkman will not at any time disclose, disseminate, or use for his own benefit or purposes or the benefit or purposes of any other person, entity or enterprise, other than the Company or its subsidiaries or affiliates, any Proprietary and Confidential Information; provided, however, that the foregoing shall not apply to information which has become public other than as a result of Parkman's breach of this covenant. Except to the extent otherwise expressly provided in Section 5(b) or 5(c), Parkman represents that he has returned to the Company all memoranda, books, papers, plans, information, letters and other data (in whatever tangible form, whether paper, electronic or otherwise), and all copies thereof or therefrom, in any way relating to the business of the Company or its subsidiaries or affiliates in his possession or control. Parkman further represents that he does not have actual knowledge (with no requirement of further inquiry) of any such material not in his possession or control that is not also in the possession and control of the Company (exclusive of any such material in the possession of any officer or shareholder of the Company) where he also has actual knowledge (with no requirement of further inquiry) that (i) there is an intent to deprive the Company of the possession and control of such information and (ii) the Company is not in possession and control of such information, and Parkman agrees that he will promptly notify the Company if he acquires such actual knowledge during the Restricted Period. Except to the extent otherwise expressly provided in Section 5(b) or 5(c), all such material is and shall remain the property of the Company, or in the case of information that the Company or its subsidiaries or affiliates receives from a third party which they are obligated to treat as confidential, the property of such third party. The foregoing obligation of confidentiality shall not apply to disclosures required by applicable law, provided, however, in the event that Parkman receives a request or is required to

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disclose any Proprietary and Confidential Information required by applicable law, Parkman agrees to (i) promptly notify the Company of the existence, terms and circumstances surrounding such a request or requirement, and (ii) if disclosure of such information is required, disclose any such information which Parkman is advised by legal counsel is legally required to be disclosed and exercise his reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information.

        (b)     Certain Intellectual Property Matters.     

          (i)  All Company Intellectual Property (as hereinafter defined) shall be owned solely by and belong exclusively (subject to the license rights granted herein) to the Company, and Parkman shall (A) leave in the Company's possession, either in paper form or stored electronically on the portable hard drive referred to below, all documents that form part of the Company's Intellectual Property, (B) promptly execute and deliver to the Company, without additional compensation, such instruments as the Company may reasonably require from time to time to evidence its ownership of any such Company Intellectual Property (the "Intellectual Property Documents"), and (C) not challenge or otherwise call into doubt the Company's ownership of such Company Intellectual Property. If the Company is unable because of Parkman's mental or physical incapacity or for any other reason to secure Parkman's signature for any Intellectual Property Document, then Parkman hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and on his behalf and in his stead to execute and file any Intellectual Property Document and to do all other lawfully permitted acts to evidence or perfect the Company's ownership and rights of and to any Company Intellectual Property with the same legal force and effect as if executed by Parkman; provided, however, that the Company shall have first furnished Parkman's guardian, conservator, executor, administrator or other personal representative or successor with written notice of its proposed execution and filing of such Intellectual Property Documents, including copies of same. Parkman acknowledges and agrees that he has no right to use or possess Company Intellectual Property except as provided in this Agreement. Parkman further acknowledges and agrees that the Company Intellectual Property includes the name "Petrie Parkman & Co." and all reasonable variations thereof (the "Company Names"), and Parkman agrees not to challenge the Company's rights to or use of (and Parkman agrees not to use) the Company Names. Notwithstanding the foregoing, Parkman retains, and the Company agrees not to challenge, Parkman's right to use his own name (together with any variations thereof and, if Parkman so elects, in combination with any other names not including "Petrie") in any new business operated by Parkman.

         (ii)  On or prior to the date hereof, Parkman shall deliver to the Company all copies of any Company Intellectual Property in physical or electronic form in Parkman's possession or controlled by Parkman (whether or not taken or obtained prior to the date hereof) in as good and functional a condition as it has generally been in his possession. From and after January 1, 2007, during all such times as Parkman is not in material breach of his obligations under this Agreement, the Company hereby grants Parkman a perpetual, non-transferable, non-sublicensable (except as described in the following sentence), fully paid-up, royalty-free, worldwide license to use the Company Intellectual Property set forth on Exhibit A hereto, including Proprietary and Confidential Information to the extent described on Exhibit A (the "Licensed Intellectual Property") in the conduct of Parkman's business or the business of any entity controlled by Parkman and in which Parkman owns more than 50% of the voting securities. The foregoing license in respect of the Licensed Intellectual Property is granted in favor of Parkman and may be sublicensed

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by him only to a business controlled by Parkman and in which Parkman owns more than 50% of the voting securities; provided, that, so long as Parkman retains such control and ownership for a period of at least five (5) years, any such sub-license shall remain effective in perpetuity (regardless of Parkman's then-current ownership or control of such business) (any such sub-licensee referred to herein as a "Permitted Sub-licensee"). The Company will execute any license agreements or other documents, and take all such other action, as Parkman may reasonably request to confirm such rights of use of the Licensed Intellectual Property. Parkman acknowledges and agrees that the Licensed Intellectual Property only includes Company Intellectual Property created prior to (and in existence on) the