SETTLEMENT AGREEMENT, SEVERANCE AGREEMENT AND RELEASE

Exhibit 10.1

SETTLEMENT AGREEMENT, SEVERANCE AGREEMENT AND RELEASE

This Settlement Agreement, Severance Agreement and Release (the "Severance Agreement") is made and entered into by and between William Dwyer ("Dwyer" or "you" or "your"), who resides at 2001 Mahre Drive, Park City, UT 84098 and, Raser Technologies, Inc. ("Raser" or "Company"), a Utah corporation with its principal office at 5152 North Edgewood Drive, Suite 375, Provo, UT 84604.

This Severance Agreement is made in connection with Dwyer's termination of employment with Raser and to resolve any issues or claims Dwyer may have regarding his employment and/or relationship with Raser, or the conclusion of his employment, all as more specifically described below.

In consideration of the mutual promises and releases contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1. These terms are defined as follows in this Settlement Agreement, Severance Agreement and Release:

"Severance Agreement" refers to this document, the Settlement Agreement, Severance Agreement and Release.

"Dollars" and "$" mean United States dollars.

An "affiliate" or "affiliated" company of a named person or entity is any other person or entity that is owned or controlled by, owns or controls, or is under common ownership or control with such named person or entity.

2. By mutual agreement of the parties, in consideration of the promises and obligations set forth herein, your position as Chief Financial Officer of Raser terminated effective December 4, 2006 ("Employment Termination Date"). By signing this Severance Agreement, you further warrant and agree that after the Employment Termination Date you are not eligible for and will not present yourself for re-employment with Raser or any other subsidiary of Raser.
3. In full and final settlement of any claims, causes of action and demands for relief which you or your heirs or representatives might have or assert against Raser, Raser agrees to the following, subject to the conditions, limitations and other terms of this Severance Agreement:

i.           Raser will pay you a lump sum severance payment equivalent to the value of your current salary from December 5, 2006 through January 31, 2007.

ii.           176,000 vested shares of Raser stock have been delivered to you as of the Employee Termination Date -- 125,000 of those shares are unregistered and 51,000 of those shares are registered, free-trading common shares pursuant to the S-8 registration statement for Raser Technologies, Inc which became effective on March 2, 2005.

3. 1. 124,000 additional shares of Raser stock which were previously granted to you, and which are fully vested as of the Employment Termination Date, shall be delivered to you as otherwise set forth in column 1 of Attachment A to this Severance Agreement. These 124,000 shares are to be registered, free-trading common shares pursuant to the S-8 registration statement for Raser Technologies, Inc which became effective on March 2, 2005.
   2. Your right to 33,332 additional shares of Raser stock will vest effective on the Employment Termination Date and will be delivered to you according to the schedule set forth in column 2 of Attachment A. These 33,332 shares are to be registered, free-trading common shares pursuant to the S-8 registration statement for Raser Technologies, Inc which became effective on March 2, 2005.
   3. 5,000 shares of Raser stock which were previously granted to you as consideration for a prior delivery deferral, are fully vested as of the Employment Termination Date and will be delivered to you according to the schedule set forth in column 3 of Attachment A. These 5,000 shares are to be registered, free-trading common shares pursuant to the S-8 registration statement for Raser Technologies, Inc which became effective on March 2, 2005.
   4. 33,333 additional shares of Raser stock will be granted and fully vested as a settlement as of the Employment Termination Date and will be delivered to you according to the schedule set forth in column 4 of Attachment A. These 33,333 shares are to be registered, free-trading common shares pursuant to the S-8 registration statement for Raser Technologies, Inc which became effective on March 2, 2005.
   5. You will be permitted to keep your Company-issued computer and computer accessories.
   6. Raser's Chief Executive Officer will provide you with a positive letter of reference for your use in seeking future employment. No Raser officer or director will make negative or derogatory statements to Raser employees or third parties about you.

AS AN EXPRESS CONDITION TO RASER PROVIDING THE COMPENSATION AND VALUE SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION RASER STOCK, YOU AGREE THAT AS OF DECEMBER 26, 2006 FORWARD YOU WILL NOT SELL MORE THAN ONE THOUSAND (1,000) SHARES OF RASER STOCK DURING ANY SINGLE TRADING DAY. YOU AGREE THAT ANY BREACH OF THIS RESTRICTION ON STOCK SALES THROUGH YOUR FAULT WILL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT AND MAY CAUSE RASER IRREPARABLE HARM AND MONETARY DAMAGES.

4.          In this section 4 of this Severance Agreement, you are giving up and waiving any and all legal claims you might have against Raser, its officers, directors, managers, employees, and shareholders. You are giving up and waiving claims even if you do not know now that you have a claim. The claims you are giving up include, but are not limited to, claims for discrimination based on age, race, color, national origin, religion, ethnic origin, sex, disability, or veteran's status, or any other protected class arising under Title VII of the Civil Rights Act, the Equal Pay Act, the Americans With Disabilities Act, the Age Discrimination In Employment Act, the Utah Anti-Discrimination Act and any and all other federal, state, county or city government employment discrimination laws inasmuch as is permissible under each law, and any claim of wrongful termination on any other basis or theory. You are giving up these legal claims on behalf of yourself and your heirs and representatives, who might be able to assert some claims against Raser. Once you and Raser have signed this Severance Agreement, you will have given up these legal claims and those listed herein forever and you cannot sue or bring an action to recover money for those claims.

            Raser waives, releases and otherwise discharges you from and against any legal claims the Company may have against you arising out of your performance of duties as Chief Financial Officer of Raser, except to the extent such claims or liabilities are based on actions taken by you for which you may be found criminally liable based on your knowing and intentional conduct. You agree Raser's release only applies to claims arising, discoverable or discovered before the date this document is signed, and not to claims that may arise after the signing of this document. Raser also waives, releases and otherwise discharges any rights or legal claims it may have relative to Raser stock in which your interests were vested, which were previously delivered to you, and which will vest and be delivered pursuant to the Severance Agreement. Raser further agrees to indemnify, defend and hold you harmless from and against claims by or liabilities to third parties arising out of your performance of duties as Chief Financial Officer of Raser, except to the extent such claims or liabilities are based on actions taken by you for which you may be found criminally liable based on your knowing and intentional conduct.

            In exchange for the benefits described herein , you forever waive, release and discharge, to the full extent permitted by law, the right to pursue any and all claims, causes of action, and demands for relief, fees and liabilities of any kind whatsoever, including attorneys fees and costs, known and unknown, that you or your heirs or representatives ever had or now have against Raser, its officers, directors, managers, employees, and shareholders including (without limiting the generality of the foregoing) claims, causes of action, and demands for relief:

A.         under the Age Discrimination in Employment Act (as amended);

B.          under Title VII of the Civil Rights Act of 1964 (as amended);

C.         under the Americans With Disabilities Act (as amended);

D.         under the Family and Medical Leave Act;

E.          under any other federal, state, or local law, including (without limitation) laws prohibiting, or relating to employment discrimination, harassment, or wrongful discharge for any basis or reason, or imposing any restriction on a company's right to terminate its employees to the extent permitted under each law;

F.          under the National Labor Relations Act;

G.         under the Fair Labor Standards Act;

H.         under the Occupational Safety and Health Act;

            I.           under the Employee Retirement Income Security Act;

J.           under any claim relating to any civil, tort, breach of express or implied contract, breach of express or implied covenants, and/or any other legal theory whatsoever, whether by reason of my employment or termination or on any other ground;

K.         under any claim that this Agreement was procured by fraud or as a result of a mistake of fact or should otherwise be rescinded;

L.          under any claim that you know about or that currently exist (or that arise from facts, events or circumstances that exist or have occurred but that you may not know about).

Without limiting the generality of the foregoing, you and Raser agree that this waiver, rele