RELEASE

 

                                 EXHIBIT 10.1
                                 ------------

                                    RELEASE
                                    -------

          This Release, made and entered into this 15th day of September, 1994,
by and between ADDINGTON ENVIRONMENTAL, INC. (hereinafter "Addington"), and
WILLIAM R. NELSON (hereinafter the "Employee").

                              W I T N E S S E T H:

          THAT, for good and valuable consideration in the amount of Two Hundred
Seventeen Thousand One Hundred Dollars ($217,100.00), the receipt of which is
hereby acknowledged, and in the further consideration of the mutual covenants
herein contained, the parties, desiring to sever their relationship under a
certain Employment Agreement between Addington and the Employee, dated as of
July 14, 1992 (the "Employment Agreement"), do hereby mutually covenant and
agree as follows:

          1.  The Employee does hereby terminate the Employment Agreement, with
the exception of Section 19 relating to Restrictive Covenants, which shall
remain in full force and effect for the period stated therein, and does release
and discharge Addington, its respective past and/or present affiliates,
successors, assigns, partners, employees, attorneys and agents, including but
not limited to Addington Resources, Inc. and its subsidiaries, from any and all
liabilities, obligations, causes of actions, suits, debts, covenants, employment
agreements, contracts, controversies, agreements, including but not limited to
bonuses or stock options under the Employment Agreement or otherwise,
warranties, representations, promises, damages, understandings, privileges,

including but not limited to employee benefits, perquisites, demands and claims
of whatsoever kind and nature, whether written or oral, known and unknown, now
existing or hereafter arising, which the Employee now has or had or may have
against Addington whether in law or in equity (hereinafter collectively the
"Claims"), including but not limited to claims for accounting, breach of
contract, quasi-contract, quantum merit, fraud (whether fraud in the inducement,
fraud in the factum, constructive fraud or otherwise), misrepresentation,
indemnity, breach of fiduciary duty, or any other tort or tortious act, whether
of commission or omission, including but not limited to any claims arising under
any state or federal statute, regulation or rule now or hereafter enacted,
including any claims arising under the Kentucky Blue Sky Law, the Federal
Securities Act of 1933, the Securities Exchange Act of 1934, or the federal RICO
law, arising out of or related to the negotiation, execution, administration or
performance of the parties under the Employment Agreement.
                                                   
          2.  Addington does hereby terminate the Employee's employment
obligations under the Employment Agreement, with the exception of Section 19
relating to Restrictive Covenants, which shall remain in full force and effect
for the period stated therein, and does release and discharge the Employee from
his employment obligations, and covenants, contracts, agreements, warranties,
representations, privileges, damages, liabilities, obligations, causes of
action, suits, debts, controversies, promises, understandings, and demands of
whatsoever kind and nature, whether written or oral, known and

                                                                      Page - 2 -

unknown, now existing or hereafter arising, which Addington now has or had or
may have against the Employee whether in law or in equity (hereinafter
collectively the "Claims") including but not limited to claims for accounting,
breach of contract, quasi-contract, quantum merit, fraud (whether fraud in the
inducement, fraud in the factum, constructive fraud or otherwise),
misrepresentation, indemnity, breach of fiduciary duty, or any other tort or
tortious act, whether of commission or omission, including but not limited to
any claims arising under any state or federal statute, regulation or rule now or
hereafter enacted, including any claims arising under the Kentucky Blue Sky Law,
the Federal Securities Act of 1933, the Securities Exchange Act of 1934, or the
federal RICO law, arising out of or related to the negotiation, execution,
administration or performance of the parties under the Employment Agreement.

          3.  This Release is unconditional and shall have immediate effect.
This Release shall not be construed as an executory accord or as being subject
to any further contingency or condition whatsoever.

          4.  The Employee hereby represents and warrants that the payments
received in consideration of this Release represent all payment obligations,
whether existing or future, direct or indirect, of Addington to the Employee.
                             
          5.  The Employee hereby covenants and agrees that he shall not make
any statements about Addington, its respective past and/or present affiliates,
successors, assigns, partners, employees,

                                                                      Page - 3 -

attorneys and agents, including but not limited to Addington Resources, Inc. and
its subsidiaries (the "Addington Group"), written or oral, which would be
adverse or detrimental to the Addington Group.  This provision is not intended
to prevent or discourage the Employee from truthfully testifying under oath if
Employee believes that such truthful testimony could be adverse or detrimental
to the Addington Group.

          6.  Addington and the Addington Group hereby covenants and agrees that
it shall not make any statements about the Employee, whether written or oral,
except as authorized by the Employee and only to verify dates of employment.

          7.  All disputes or differences whatsoever which shall at any time
hereafter arise between the parties touching or concerning this Agreement or its
construction or effect or as to the rights, duties or liabilities of the parties
or any of them under or by virtue of this Agreement, or as to any other matter
in any way connected with or arising out of or in relation to the subject matter
of this Agreement, shall be referred to arbitration in accordance with the
provisions set out in this Clause.

             (a)  The arbitration of disputes arising under this Agreement 
shall take place in Fayette County, Kentucky.

             (b)  There shall be one Arbitrator (the "Arbitrator"), who shall be
appointed upon the application of any party at any time after any dispute or
difference has arisen by the Chief Justice of the Supreme Court of Kentucky.
The Arbitrator shall be familiar with all aspects of employment law.

                                                                      Page - 4 -

              (c)  The Arbitrator shall, at the request of either party, hold 
a full hearing in relation to the matters before him and may adjourn, postpone,
and order such hearing as he sees fit.

              (d)  Subject as herein before provided, any arbitration undertaken
hereunder shall be governed by the provisions of Chapter 417 of the Kentucky
Revised Statutes.

          8.  Employee acknowledges and agrees that he is responsible for
payment for any taxes not withheld that may be owed as a result of the
consideration paid under this Agreement.

          IN WITNESS WHEREOF, the parties have hereunto caused their names to be
subscribed as of the day and year first above written.

                         ADDINGTON ENVIRONMENTAL, INC.

                         By:  /s/ Jack Baker
                              -------------------------------------
                         Its: Exec. Vice Pres. and Gen. Counsel
                              ------------------------------------

                         THE ADDINGTON GROUP (BY ITS PARENT, ADDINGTON
                         RESOURCES, INC. AS TO
                         PARAGRAPH 6)

                         By: /s/ Kirby J. Taylor
                             --------------------------------------            
                             KIRBY J. TAYLOR, PRESIDENT

                         /s/ William R. Nelson
                         -----------------------------------------
                         WILLIAM R. NELSON

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Basic Info X:

Name: RELEASE
Type: Release
Date: Nov. 14, 1994
Company: ADDINGTON RESOURCES INC
State: Delaware

Other info:

Date:

  • 15th day of September , 1994
  • July 14 , 1992

Organization:

  • Addington Resources , Inc.
  • Chief Justice of the Supreme Court of Kentucky

Location:

  • Addington
  • Fayette County
  • Kentucky

Money:

  • $ 217,100.00

Person:

  • Jack Baker
  • ADDINGTON
  • KIRBY J. TAYLOR
  • WILLIAM R. NELSON