8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 20, 2015

Global Power Equipment Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-16501	73-1541378
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

400 E. Las Colinas Boulevard, Suite 400

Irving, Texas 75039

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (214) 574-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 20, 2015, Luis Manuel Ramírez entered into a Separation Agreement (the “Separation Agreement”) with Global Power Equipment Group Inc. (the “Company”), under which he resigned from all positions at the Company effective March 20, 2015 (the “Separation Date”).  Mr. Ramírez has served as President and Chief Executive Officer of the Company since July 2012.

Under the terms of the Separation Agreement, in addition to his accrued benefits, the Company has agreed to pay to Mr. Ramírez his 2014 annual bonus, $483,293, by not later than the date that is five calendar days after the release to be given by Mr. Ramírez in favor of the Company becomes irrevocable; to continue to pay base salary to Mr. Ramírez, at the current rate of $577,500 per year, through the first anniversary of the Separation Date; to pay to Mr. Ramírez a pro-rata annual bonus for that part of 2015 ending on the Separation Date, the amount of which, if any, will be dependent upon actual performance by the Company during all of 2015, will be determined treating individual goals as having been achieved at “target” level, and will be paid if and only if, and when, 2015 annual bonuses are paid to senior executives of the Company generally; and to reimburse Mr. Ramírez for up to $10,000 of reasonable legal fees incurred in connection with his resignation.  Mr. Ramírez will also be vested in 26,010 restricted stock units (“RSUs”) that will be paid to him by April 3, 2015; in 16,500 RSUs that will be paid to him, subject to achievement by the Company of certain performance and market goals, by March 31, 2016; and by an additional 9,462 RSUs that will be paid to him, subject to achievement by the Company of certain performance and market goals, by March 31, 2017.  Depending upon the extent to which the Company achieves the relevant performance and market goals, the number of RSUs to be paid to Mr. Ramírez by March 31, 2016 and by March 31, 2017, respectively, could vary from zero (if the relevant goals are missed entirely), to 33,000 by March 31, 2016 and to 18,924 by March 31, 2017, respectively (if the relevant goals are achieved at maximum levels).  Mr. Ramírez will continue to be covered by the Company’s officers’ and directors’ indemnification policy and related insurance with respect to his service with the Company.  The Separation Agreement also includes a standard a non-disparagement covenant, as well as a release of claims, and requires Mr. Ramírez to reaffirm the restrictive covenants in his employment agreement.

The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

(c) On March 23, 2015, the Board of Directors of the Company (the “Board”) announced that, effective as of March 20, 2015, a current Board member, Terence Cryan, 52, has been appointed as President and Chief Executive Officer of the Company.

Mr. Cryan has been a director of the Company since January 2008.  He serves as managing director of Concert Energy Partners, a New York City based investment and private equity firm focused on the energy industry that he co-founded in 2001.  Over the last 10 years, Cryan has been chief executive officer of a number of publicly traded, private and non-profit entities.  He served as president and chief executive officer of Medical Acoustics LLC from 2007 through 2010 and as interim president and chief executive officer of Uranium Resources Inc. from September 2011 through April 2012.  Before 2001, Cryan was a senior managing director in the Investment Banking Division at Bear Stearns.  He has over 25 years of experience in international business in the United States and Europe, including having served as managing director and the Group Head of the Energy & Natural Resources Industry Group at Paine Webber.

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In connection with his appointment as President and Chief Executive Officer of the Company, Mr. Cryan entered into a letter agreement with the Company, dated as of March 20, 2015 (the “Letter Agreement”). Pursuant to the Letter Agreement, Mr. Cryan will hold the title of President and Chief Executive Officer, in addition to his current duties as a Board member, until the date a permanent Chief Executive Officer commences employment or the earlier termination of his employment by the Board or by himself. In connection with his appointment, Mr. Cryan will receive a base salary of $48,083 per month. Upon termination of his employment as President and Chief Executive Officer, other than (a) a termination by the Company for cause or (b) a termination by Mr. Cryan without his having provided the Company with written notice of his intention to terminate at least 15 days in advance of the termination date specified by him in such a notice, Mr. Cryan will be entitled to a continuation of his base salary through the date that is exactly 30 days after the date on which his employment terminates. Mr. Cryan will not receive any non-employee director cash retainers or other compensation under the Company’s director compensation program for his services as a director while he is serving as President and Chief Executive Officer. Effective on the date of his appointment, Mr. Cryan resigned from his membership on both of the Board committees of which he had previously been a member, these being the Nominating and Governing Committee and the Compensation Committee, as to both of which he was the Chair.

In connection with his appointment as President and Chief Executive Officer of the Company, Mr. Cryan and the Company will also enter into a Stock Option Agreement, the form of which is attached hereto as Exhibit 10.3. Under the Stock Option Agreement the Company will grant to Mr. Cryan an option to purchase 122,000 shares of the Company’s common stock on March 23, 2015 at a strike price equal to the closing price of the Company’s common stock on the grant date (the “Option”). As to 32,000 shares, the Option will vest immediately upon grant. As to the remaining 90,000 shares, provided that Mr. Cryan remains employed as President and Chief Executive Officer through each later vesting date, the Option will vest at the rate of 10,000 shares on the 20th day of each of the months of June 2015 through February 2016. The Option will have a 5 year term and will be exercisable by Mr. Cryan from time to time to the extent vested.

There is no arrangement or understanding between Mr. Cryan and any other person pursuant to which he was selected as an officer of the Company and there are no family relationships between Mr. Cryan and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Cryan has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

The foregoing descriptions of the Letter Agreement and the Stock Option Agreement are qualified in their entireties by reference to the full text of each agreement, which are attached as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

On March 23, 2015, the Company issued a press release announcing the resignation of Mr. Ramírez and the appointment of Mr. Cryan as President and Chief Executive Officer. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Separation Agreement, dated as of March 20, 2015, by and between Luis Manuel Ramírez and Global Power Equipment Group Inc.
10.2	Letter Agreement, dated as of March 20, 2015, by and between Terence Cryan and Global Power Equipment Group Inc.
10.3	Form of Stock Option Agreement
99.1	Press release dated March 23, 2015

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 23, 2015

Global Power Equipment Group Inc.
By:	/s/ Tracy D. Pagliara
	Tracy D. Pagliara
	Chief Administrative Officer,
	General Counsel and Secretary

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Separation Agreement, dated as of March 20, 2015, by and between Luis Manuel Ramírez and Global Power Equipment Group Inc.
10.2	Letter Agreement, dated as of March 20, 2015, by and between Terence Cryan and Global Power Equipment Group Inc.
10.3	Form of Stock Option Agreement
99.1	Press release dated March 23, 2015

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EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) is made and entered into as of March 20, 2015, by and between Luis Manuel Ramírez (“Executive”) and Global Power Equipment Group Inc. (the “Company”).  The Company and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

WHEREAS, Executive and the Company have determined to provide for the termination of Executive’s employment with the Company on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.Termination of Employment.  Effective as of March 20, 2015 (the “Separation Date”), Executive’s employment with the Company and its affiliates (including, without limitation, as President and Chief Executive Officer of the Company) shall terminate and Executive shall cease to be an employee and officer of any and all of the foregoing.  In addition, as of the Separation Date, Executive shall, and by execution of this Agreement he does, resign from any and all directorships Executive may hold with the Company or any of its affiliates, including from the Board of Directors of the Company.  Executive hereby agrees to execute any and all additional documentation the Company may deem necessary or appropriate to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon the Separation Date, regardless of when or whether he executes any such additional documentation.  As used in this Agreement, the term “affiliate” means any entity controlled by, controlling, or under common control with, the Company.

2.Accrued Benefits.  The Company shall pay or provide to Executive the following payments and benefits:

(a)Salary and Vacation Pay.  Within five calendar days after the Separation Date, the Company shall issue to Executive his final paycheck, reflecting (i) his earned but unpaid base salary through the Separation Date, and (ii) his accrued but unused vacation pay through the Separation Date, assuming for this purpose only that a full 4 weeks of vacation had accrued as of January 1, 2015.

(b)Expense Reimbursements.  The Company, within 30 calendar days after the Separation Date, shall reimburse Executive for any and all reasonable business expenses incurred by Executive in connection with the performance of his duties prior to the Separation Date, which expenses shall be submitted by Executive to the Company with supporting receipts and/or documentation no later than 15 calendar days after the Separation Date.

(c)Other Benefits.  All Company-provided benefits shall cease to accrue on the Separation Date, including but not limited to accrual of vacation, sick, and other benefits.  The Company shall continue to provide the existing level of health insurance benefits to Executive and his eligible dependents through March 31, 2015, after which date Executive may be eligible for continuation of those health insurance benefits at Executive’s expense pursuant to COBRA, and will receive information regarding election of benefit continuation separately.  To the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under the Company’s (or an affiliate’s) plans, programs and arrangements in each case in accordance with the terms, conditions and

normal procedures of each such plan, program or arrangement and based on accrued and vested benefits through the Separation Date.  For the avoidance of doubt, prior to the Separation Date Executive fully vested in the equity grant described in Section 3(c) of the Employment Agreement between Executive and the Company dated as of the 31st day of March, 2014 (the “Employment Agreement”).

3.Severance Benefits.  If and only if (x) Executive executes the release attached as Exhibit B to this Agreement (the “Release”) and (y) the Release becomes irrevocable pursuant to its terms (the date on which the Release becomes irrevocable pursuant to its terms is hereinafter sometimes referred to as the “Effective Release Date”), the Company shall pay or provide to Executive the following payments and benefits:

(a)Salary Continuation.  The Company shall pay to Executive an amount equal to one year’s Annual Base Salary (i.e.: $577,500) payable at the same times and in the same increments as if Executive’s employment continued from the Separation Date through the first anniversary of the Separation Date, except that any payments that would otherwise be made between the Separation Date and the Effective Release Date will be paid on the first regularly scheduled payroll date falling after the Effective Release Date.

(b)2014 Annual Incentive.  The Company shall pay to Executive an annual incentive of $483,293 under the Company’s Short-Term Incentive Plan (the “STIP”) for the 2014 fiscal year in a single lump sum payment that shall be made not later than the date that is five calendar days after the Effective Release Date.

(c)2015 Annual Incentive.  Executive shall be eligible to receive a pro-rated annual incentive under the STIP for the 2015 fiscal year (using a pro-ration factor of 79/365), based on actual Company performance during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and, if and only if individual bonuses are funded for senior executives who did not terminate employment, assuming that any individual goals applicable to Executive were satisfied at the “target” level (the “Pro-Rated Annual Incentive”).  The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the STIP for that fiscal year.

(d)Equity Awards.  The Parties acknowledge that Exhibit A provides a complete and accurate listing of all outstanding and unvested restricted share units held by Executive as of the Separation Date (the “RSUs”), along with the applicable vesting dates for the RSUs as well as the relevant Pro-Ration Factors for those RSUs that would have otherwise vested on March 31, 2016 or March 31, 2017.  As of the Effective Release Date, the Executive shall vest in, and be entitled to payment of, the RSUs as follows:

(i)An aggregate of 24,363 RSUs (those that are indicated with a superscript “1” on Exhibit A) will vest on the Separation Date and will be paid within five calendar days after the Effective Release Date;

(ii)An aggregate of 1,647 RSUs (those with respect to which the granted amounts are indicated with a superscript “2” on Exhibit A multiplied by the relevant Pro-Ration Factor) will vest on the Separation Date and will be paid within five calendar days after the Effective Release Date;

(iii)Those RSUs that are indicated with a superscript “3” on Exhibit A will be paid to Executive, in each case:  (A) at the same time as would have been the case under the applicable

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award agreement if Executive’s employment continued through date on which the particular RSUs would have otherwise vested; and (B) at that number of RSUs that would have paid out to Executive if his employment continued through date on which the particular RSUs would have otherwise vested (which is dependent upon the extent to which Performance and Market goals are achieved during the entire applicable Performance Period) multiplied by the Pro-Ration Factor shown in the table on Exhibit A for the particular RSUs; and

(iv)Those RSUs that are indicated with a superscript “4” on Exhibit A will be forfeited as of the Separation Date.

The Parties acknowledge that pursuant to the terms of the applicable equity plan, Executive may elect on a form provided by the Company, and subject to any terms and conditions imposed by the Company, to have the minimum required tax withholding obligation related to the payout of the Vested RSUs satisfied either via a net share withholding method authorized by the applicable equity plan or by Executive paying the required tax withholding to the Company (and if the Company shall fail to provide such election form to Executive within 20 calendar days prior to the scheduled payout date of the Vested RSUs, then Executive shall have the right to notify the Company in writing, no later than 10 calendar days prior to payout, regarding the elected withholding method).  The portion of the RSUs that remain unvested after the application of this Section 3(c) shall automatically be forfeited without further action by the Parties, and shall be of no further force or effect, as of the Separation Date.

(e)Attorneys’ Fees.  The Company shall reimburse Executive for the reasonable attorneys’ fees he incurred in connection with the negotiation, implementation, and documentation of this Agreement and other arrangements relating to his employment with the Company, which reimbursement shall be payable in a single lump sum no later than 90 calendar days after the Separation Date, provided that Executive submits the reimbursement request to the Company in writing, with supporting documentation, no later than 60 calendar days after the Separation Date, and in no event shall the Company reimburse attorneys’ fees in excess of $10,000.

4.Release of Claims.  Executive shall execute and deliver the Release to the Company within 21 calendar days following the Separation Date (the “Release Period”).  If Executive fails to execute and deliver the Release to the Company during the Release Period, or if the Release is revoked by Executive before it has become irrevocable pursuant to its terms, Executive will not be entitled to any payment or benefit under Section 3 of this Agreement.

5.Employment Agreement.  Executive acknowledges that the payments and arrangements contained in this Agreement shall constitute full and complete satisfaction of any and all payments and benefits to which Executive may be entitled as a result of his employment with the Company and the termination thereof.  Executive agrees that, as of the Separation Date, this Agreement supersedes and replaces the severance terms of the Employment Agreement and that, provided the Company observes its obligations under this Agreement, the Company has no further obligations to make any payments or provide any benefits to Executive under the terms of the Employment Agreement.  Executive and the Company each acknowledge and agree that the following terms and conditions of the Employment Agreement remain in effect, notwithstanding the termination of Executive’s employment with the Company:

(a)Section 2(g), Compensation Recovery Policy;

(b)Section 3(g), Indemnification and Insurance;

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(c)The last sentence of Section 5(a)(ii), relating to the impact of a Change of Control on the amount of severance (with the lump-sum payment provided therein, if made, being (i) reduced by the amount of any monthly severance payments that were made to Executive pursuant to Section 3(a) hereof before the lump-sum payment is made, and (ii) in lieu of all other such monthly payments that, absent the Change of Control, would have been made to Executive pursuant to Section 3(a) hereof after the lump-sum payment is made);

(d)Section 5(a)(v), relating to “Other Benefits,” provided that this section shall be applied in conjunction with Section 2(c) hereof without duplication of benefits;

(e)Section 5(f), Section 280(G);

(f)Section 8, Work Product;

(g)Section 9, Confidential Information;

(h)Section 10, Non-compete, non-solicitation; provided that (i) the phrase “or has active plans to conduct,” set forth in the first sentence of Section 10(a) thereof, and (ii) the phrase “or had active plans to engage in business,” set forth in the second sentence of Section 10(a) thereof, in each cash shall be deleted in their entirety;

(i)Section 11, Remedies;

(j)Section 12, Cooperation in Investigations and Proceedings;

(k)Section 20, Successors and Assigns; and

(l)Section 21, Choice of Law.

6.Compensation Recovery Policy.  Executive acknowledges that he shall remain subject to the provisions of the Compensation Recoupment Policy Acknowledgement and Agreement and the related Compensation Recovery Policy (the “Policy”), as in effect on the Separation Date, which agreement and Policy shall survive and continue in full force and effect notwithstanding the termination of Executive’s employment and shall be applicable to payments made and to be made by the Company to Executive under either of Sections 2 and 3 of this Agreement.  The Parties acknowledge that, on and after the Separation Date, the Company may not amend or modify the Policy in a manner that adversely affects Executive, unless the Company determines in good faith that such amendment or modification is required in order to comply with applicable laws or exchange listing requirements.

7.Return of Property.  By not later than 7 calendar days after the Separation Date, Executive shall return to the Company all items of Company property previously in his possession, including without limitation, keys, credit cards, telephone calling cards, computer hardware and software, cellular and portable telephone equipment, manuals, books, notebooks, financial statements, reports and other documents.  For the avoidance of doubt, Executive is entitled to retain his personal cellular telephone number.  Executive shall be entitled to one supervised visit at the Company’s headquarters on a weekend, at a time and date acceptable to the Company, to gather his personal belongings and property.

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8.Non-Disparagement.

(a)Executive agrees that he will not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of the Company or of any entity or individual known by Executive to be an affiliate, employee, officer, director, stockholder, members, principal or assign of any of the foregoing.  Subject to Executive’s continuing obligations to comply with Section 9 (Confidential Information) of the Employment Agreement as provided herein, nothing in this Section 8 shall preclude Executive from (i) responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that, to the extent permitted by law, Executive promptly informs the Company of any such obligation prior to participating in any such proceedings, or (ii) responding truthfully to any statements made in material breach of Section 8(b) hereof.

(b)The Company agrees that it will not release any information or make any statements, and its officers and directors shall not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of Executive.  Nothing herein shall preclude the Company or any of its affiliates, employees, officers, directors, stockholders, members, principals or assigns from (i) responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that to the extent permitted by law, the Company will promptly inform Executive in advance if it has reason to believe such response or testimony will directly relate to Executive, (ii) complying with applicable disclosure requirements, or (iii) responding truthfully to any statements made in material breach of Section 8(a) hereof.

9.Miscellaneous.

(a)Section 409A.  The intent of the Parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Section 409A”) or are exempt therefrom and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.  If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision in a manner that is economically neutral to the Company to attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A.  The Parties hereby acknowledge and agree that (i) the payments and benefits due to Executive under Section 3 above are payable or provided on account of Executive’s “separation from service” within the meaning of Section 409A, (ii) the payments and benefits under this Agreement are intended to be treated as separate payments for purposes of Section 409A, and (iii) Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code.  Notwithstanding any provision of this Agreement to the contrary, any payment under this Agreement that is considered nonqualified deferred compensation subject to Section 409A shall be paid no earlier than (1) the date that is six months after the date of the Executive’s separation from service for any reason other than death, or (2) the date of the Executive’s death.  In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.  The Parties agree that none of the payments to be made to Executive under this Agreement will be subject to the six month delay referenced in the immediately preceding sentence.

(b)Withholding.  The Company or its affiliates, as applicable, may withhold from any amounts payable or benefits provided under this Agreement such Federal, state, local, foreign or other taxes as shall be required to be withheld pursuant to any applicable law or regulation.  Notwithstanding the foregoing, Executive shall be solely responsible and liable for the satisfaction of all taxes, interest and

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penalties that may be imposed on Executive in connection with this Agreement (including any taxes, interest and penalties under Section 409A of the Code), and neither the Company nor its affiliates shall have any obligation to indemnify or otherwise hold Executive harmless from any or all of such taxes, interest or penalties.

(c)Severability.  In construing this Agreement, if any portion of this Agreement shall be found to be invalid or unenforceable, the remaining terms and provisions of this Agreement shall be given effect to the maximum extent permitted without considering the void, invalid or unenforceable provision.

(d)Successors.  This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive other than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by Executive’s surviving spouse, heirs, and legal representatives.  This Agreement shall inure to the benefit of and be binding upon the Company and its affiliates, and their respective successors and assigns.

(e)Final and Entire Agreement; Amendment.  This Agreement (including is exhibits), together with the Release, represents the final and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and discussions between the Parties hereto and/or their respective counsel with respect to the subject matter hereof.  Any amendment to this Agreement must be in writing, signed by duly authorized representatives of the Parties, and stating the intent of the Parties to amend this Agreement.

(f)Representation By Counsel.  Each of the Parties acknowledges that it or he has had the opportunity to consult with legal counsel of its or his choice prior to the execution of this Agreement and the Release.  Without limiting the generality of the foregoing, Executive acknowledges that he has had the opportunity to consult with his own independent legal counsel to review this Agreement for purposes of compliance with the requirements of Section 409A or an exemption therefrom, and that he is relying solely on the advice of his independent legal counsel for such purposes.  Moreover, the Parties acknowledge that they have participated jointly in the negotiation and drafting of this Agreement and the Release.  If any ambiguity or question of intent or interpretation arises, this Agreement and the Release shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(g)Governing Law; Jurisdiction.  This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, without regard to conflicts of law principles.  The Parties irrevocable agree to submit to the jurisdiction and venue of the federal and state courts located in Delaware in any court action or proceeding brought with respect to or in connection with this Agreement.  EACH PARTY WAIVES ITS OR HIS RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS REGARDING, OR ARISING UNDER, THE TERMS OF THIS AGREEMENT.  The Parties further agree that the prevailing party (by judgment, court order or negotiated private settlement) in any action to enforce its or his rights under this Agreement shall be entitled to recover payment from the non-prevailing party of the prevailing party’s reasonable costs, expenses and attorneys’ fees, as well as expert witness fees and expenses, incurred in connection with any such action.

(h)Notices.  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party or by registered or certified mail, return receipt requested, postage prepaid, or by overnight courier, addressed as follows:

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If to Executive: at Executive’s most recent address on the records of the Company;

If to the Company:  Global Power Equipment Group Inc., 400 E. Las Colinas Boulevard, Suite No. 400, Irving, TX 75039, Attention:  General Counsel;

or to such other address as either Party shall have furnished to the other in writing in accordance herewith.  Any notice under this Agreement will be deemed to have been given: when delivered, if given by hand delivery; three days after having been mailed, if given by registered or certified mail; and on the date on which delivery was first attempted by the overnight courier, if sent by overnight courier.

(i)Counterparts.  This Agreement may be executed in one or more counterparts (including by means of facsimile or other electronic transmission), each of which shall be deemed an original, but all of which taken together shall constitute one original instrument.

IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement as of the date first above written.

GLOBAL POWER EQUIPMENT GROUP INC.		EXECUTIVE
By:	/s/ Charles Macaluso	/s/ Luis Manuel Ramírez
	Charles Macaluso, Chairman of the Board	Luis Manuel Ramírez

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EXHIBIT A
RSUs

Date of  Grant	Vesting Type – Time / Performance / Market	Unvested RSUs Remaining on Separation date	Otherwise Scheduled to Vest on March 31, 2015		Otherwise Scheduled to Vest on March 31, 2016		Pro-Ration Factor for March 31, 2016	Otherwise Scheduled to Vest on March 31, 2017		Pro-Ration Factor for March 31, 2017
7/1/2012	Time	8,376	4,188	(1)	4,188	(1)	n/a
	Performance	8,376	4,188	(1)	4,188	(1)	n/a
3/28/2013	Time	7,444	3,722	(1)	3,722	(2)	79/365
	Performance	11,667			11,167	(3)	809/1095
	Market	11,666			11,166	(3)	809/1095
3/31/2014	Time	11,667	3,889	(1)	3,889	(2)	79/365	3,889	(4)	n/a
	Performance	11,666						11,666	(3)	444/1095
	Market	11,667						11,667	(3)	444/1095

(1)  These RSUs, in the full numbers shown in the table, will be paid to Executive not later than five business days after the Effective Release Date (aggregating 24,363 RSUs, which is the sum of 4,188 + 4,188 + 4,188 + 4,188 + 3,722 + 3,889).

(2)  The portion of these Time Vesting RSUs equal to the product of the full numbers shown in the tables and the 79/365 Pro-Ration Factor will be paid to Executive not later than five business days after the Effective Release Date (aggregating 1,647 RSUs, which is the product of (3,722 + 3,889) multiplied by 79/365).

(3)  These Performance and Market Vesting RSUs will be paid to Executive, in each case:  (a) at the same time as would have been the case under the applicable award agreement if Executive’s employment continued through date on which the particular RSUs would have otherwise vested; and (b) at that number of RSUs that would have paid out to Executive if his employment continued through date on which the particular RSUs would have otherwise vested (which is dependent upon the extent to which Performance and Market goals are achieved during the entire applicable Performance Period) multiplied by the Pro-Ration Factor shown in the table.

(4)  These Time Vesting RSUs forfeited.

EXHIBIT B
GENERAL RELEASE

This General Release (this “Release”) is made and entered into as of this        day of             , 2015, by and between Global Power Equipment Group Inc. (the “Company”) and Luis Manuel Ramírez (“Executive”).

1.Employment Status.  Executive’s employment with the Company and its affiliates terminated effective as of March 20, 2015 (the “Separation Date”).

2.Payments and Benefits.  Upon the effectiveness of the terms set forth herein, the Company shall provide Executive with the payments and benefits (collectively, the “Severance Benefits”) set forth in Section 3 of the Separation Agreement between Executive and the Company dated as of March 20, 2015 (the “Separation Agreement”), upon the terms, and subject to the conditions, of the Separation Agreement.  For the avoidance of doubt, Executive acknowledges that unless and until this Release becomes effective and irrevocable pursuant to its terms, he will not be entitled to receive any of the Severance Benefits.

3.No Liability.  This Release does not constitute an admission by the Company or its affiliates or their respective officers, directors, partners, agents, or employees, or by Executive, of any unlawful acts or of any violation of federal, state or local laws.

4.Release.  In consideration of the Severance Benefits, Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company, its respective affiliates and their respective successors and assigns (the “Company Group”) and each of its officers, directors, partners, agents, and former and current employees, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Releasees”), and each of them, from any and all claims, demands, actions, causes of action, costs, expenses, attorney fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which Executive has, had, or may ever have against the Releasees relating to or arising out of Executive’s employment or separation from employment with the Company Group, from the beginning of time and up to and including the date Executive executes this Release.  This Release includes, without limitation, (a) law or equity claims; (b) contract (express or implied) or tort claims; (c) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, intentional infliction of emotional distress, fraud, public policy contract or tort, and implied covenant of good faith and fair dealing; (d) claims under or associated with any of the Company Group’s incentive compensation plans or arrangements; (e) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act (“ADEA”), Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, the Equal Pay Act of 1963, and the Americans with Disabilities Act of 1990, the Rehabilitation Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Genetic Information Nondiscrimination Act of 2008 (“GINA”), the Fair Labor Standards Act (“FLSA”), the Lilly Ledbetter Fair Pay Act or any other foreign, federal, state or local law or judicial decision); (f) claims arising under the Employee Retirement Income Security Act; and (g) any other statutory or common law claims related to Executive’s employment with the Company Group or the separation of Executive’s employment with

the Company Group.

Without limiting the foregoing paragraph, Executive represents that he understands that this Release specifically releases and waives any claims of age discrimination, known or unknown, that Executive may have against the Company Group as of the date he signs this Release.  This Release specifically includes a waiver of rights and claims under the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers Benefit Protection Act.  Executive acknowledges that as of the date he signs this Release, he may have certain rights or claims under the Age Discrimination in Employment Act, 29 U.S.C. §626 and he voluntarily relinquishes any such rights or claims by signing this Release.

Notwithstanding the foregoing provisions of this Section 4, nothing herein shall release the Company Group from (i) any obligation under the Separation Agreement, including without limitation Section 3 of the Separation Agreement; (ii) any obligation to provide benefit entitlements under any Company benefit or welfare plan that were vested as of the Separation Date; and (iii) any rights or claims that relate to events or circumstances that occur after the date that Executive executes this Release.

In addition, nothing in this Release is intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission or any state or local human rights commission in connection with any claim Executive believes he may have against the Releasees.  However, by executing this Release, Executive hereby waives the right to recover any remuneration, damages, compensation or relief of any type whatsoever from the Company in any proceeding that Executive may bring before the Equal Employment Opportunity Commission or any similar state commission or in any proceeding brought by the Equal Employment Opportunity Commission or any similar state commission on Executive’s behalf.

5.Bar.  Executive acknowledges and agrees that if he should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of the release under Section 4 of this Release, this Release may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from Executive all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees, along with the Severance Benefits.

6.Governing Law.  This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, without regard to conflicts of law principles.

7.Acknowledgment.  Executive has read this Release, understands it, and voluntarily accepts its terms, and Executive acknowledges that he has been advised by the Company to seek the advice of legal counsel (at Executive’s cost) before entering into this Release.  Executive acknowledges that he was given a period of 21 calendar days within which to consider and execute this Release, and to the extent that he executes this Release before the expiration of the 21-day period, he does so knowingly and voluntarily and only after consulting his attorney.  Executive acknowledges and agrees that the promises made by the Company Group hereunder represent substantial value over and above that to which Executive would otherwise be entitled.  Executive acknowledges and reconfirms the promises in Sections 8, 9, 10, 11 and 12 of the Employment Agreement between Executive and the Company dated as of the 31st day of March, 2014.

8.Revocation.  Executive has a period of 7 calendar days following the execution of this Release during which Executive may revoke this Release by delivering written notice to the Company in the manner specified in Section 9(h) of the Separation Agreement, and this Release shall not become

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effective or enforceable until such revocation period has expired.  Executive understands that if he revokes this Release, it will be null and void in its entirety, and he will not be entitled to any payments or benefits provided in this Release, including without limitation any Severance Payments pursuant to Section 3 of the Separation Agreement.

9.Miscellaneous.  This Release is the complete understanding between Executive and the Company Group in respect of the subject matter of this Release and supersedes all prior agreements relating to Executive’s employment with the Company Group, except as specifically excluded by this Release.  Executive has not relied upon any representations, promises or agreements of any kind except those set forth herein in signing this Release.  In the event that any provision of this Release should be held to be invalid or unenforceable each and all of the other provisions of this Release shall remain in full force and effect.  If any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.  Executive agrees to execute such other documents and take such further actions as reasonably may be required by the Company Group to carry out the provisions of this Release.

10.Counterparts.  This Release may be executed by the parties hereto in counterparts, which taken together shall be deemed one original.

GLOBAL POWER EQUIPMENT GROUP INC.		EXECUTIVE
By:
	Charles Macaluso, Chairman of the Board	Luis Manuel Ramírez

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EX-10.2

Exhibit 10.2

March 20, 2015

Terrence Cryan

400 E. Las Colinas Boulevard, Suite No. 400

Irving, TX 75039

Dear Terry:

On behalf of Global Power Equipment Group Inc. (the “Company”), I am pleased to provide you with this letter agreement (this “Agreement”) setting forth the terms and conditions of your employment as President and Chief Executive Officer (“CEO”) of the Company, effective as of March 20, 2015 (the “Effective Date”).

1.Term.  The Company will employ you as CEO, upon the terms and subject to the conditions set forth in this Agreement, for an indefinite term beginning on the Effective Date and ending on the earlier of (a) the date on which a successor Chief Executive Officer is hired and begins employment with the Company, or (b) the date of your termination of employment pursuant to paragraph 10 below for any reason other than in connection with the employment of a successor Chief Executive Officer (the “Term”).

2.Position and Duties.  In your position as CEO, you will report directly to the Board of Directors of the Company (the “Board”) and perform such duties and responsibilities as may be properly and lawfully required from time to time by the Board.  You will devote sufficient business time, energy and talent to serving as CEO, and will perform your duties conscientiously and faithfully, subject to the reasonable and lawful directions of the Board and in accordance with the policies, rules and decisions adopted from time to time by the Company and the Board.  By signing this Agreement, you represent to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties to the Company.  During the Term, you may not engage in any other employment, consulting or other business activity that would significantly interfere with the performance of your duties set forth in this Agreement or your fiduciary duties to the Company; provided, however, that you may continue to serve on boards of directors or committees thereof on which you served as of the Effective Date (including continuing to act as Managing Director of Concert Energy Partners).

3.  Location.  You will perform the majority of your duties and responsibilities hereunder principally at the Company’s corporate headquarters, which currently is in Irving, Texas, and you will be expected under reasonable business circumstances to travel outside of that location.

4.  Board Service.  During the Term you will continue to serve on the Board, subject to re-election by stockholders.  Due to your status as an insider during the Term, however, you will no longer serve on any Board committees and will not receive any non-employee director cash retainers or other compensation under the Company’s director compensation program for your services as a director (but you will continue to be subject to the director stock ownership guidelines, rather than the stock ownership guidelines applicable to senior executives of the Company).  The Company currently expects that you will remain on the Board following the end of the Term and re-commence participating in the non-employee director compensation program at that time.  The Company also

expects that, following the end of the Term, you will qualify as an independent director in light of applicable NYSE and Securities and Exchange Commission guidance with respect to individuals who serve as executives for limited periods and that you will thereupon receive appropriate committee assignments.

5.  Base Salary.  During the Term, you will receive a base salary at the rate of $48,083 per month, to be paid in monthly installments each of which is to be paid in advance of the first day of each calendar month during the Term, except that the monthly installments with respect to the period from the Effective Date through June 30, 2015 will be aggregated and paid in a single lump sum by not later than April 3, 2015.

6.  Stock Options.  As of March 23, 2015 (the “Option Date”), the Company will grant to you an option to purchase 122,000 shares of the Company’s common stock at a strike price equal to the closing price of the Company’s common stock on the Option Date (the “Option”).  As to 32,000 shares, the Option will vest on the Option Date (i.e., immediately upon grant).  As to the remaining 90,000 shares, the Option will vest at the rate of 10,000 shares on the 20th day of each of the months of June 2015 through February 2016.  The Option will have a 5 year term and will be exercisable by you from time to time to the extent vested.

7.  Expenses.  During the Term, (a) the Company will reimburse you for business expenses, including travel costs while travelling away from Irving, Texas on Company business, in accordance with the Company’s regular policy for reimbursement of business expenses applicable to senior executive officers, and (b) the Company will also reimburse you for (i) the costs of temporary housing in or near Irving, (ii) meals, and other miscellaneous expenses incurred by you while providing services at the Company’s headquarters, and (iii) travel costs incurred by you and your spouse while visiting Irving during the Term.  Reimbursements covered by clause (b) of the immediately preceding sentence will be subject to approval by the Chair of the Board’s Compensation Committee and to submission of appropriate documentation.

8.  Indemnification and Insurance.  The Company will indemnify you with respect to activities in connection with your employment as CEO to the full extent provided for in its corporate charter, Bylaws or any other indemnification policy or procedure as in effect from time to time and applicable to its other directors and senior executive officers. In addition, you will be named as an insured in your capacities as CEO and as director of the Company on the director and officer liability insurance policy currently maintained, or as may be maintained, by the Company from time to time.

9.  Waiver of Participation.  During the Term, unless the Board or a committee thereof determines otherwise, you will not be eligible to participate in, and by execution of this Agreement you waive participation in, any and all welfare, perquisites, fringe benefit, insurance, retirement and other benefit plans, practices, policies and programs, maintained by the Company and its affiliates applicable to senior executives of the Company as well as any cash-based or equity-based incentive plans or programs or in any severance plans or programs applicable to senior executives generally, including without limitation the Company’s Short-Term Incentive Plan and the Company’s 2011 Equity Incentive Plan.

10.  Termination.  Your employment with the Company is “at-will,” and may be terminated by you or the Company at any time with or without cause and with and without advance notice.  Upon any termination of your employment hereunder, other than (a) a termination by the Company for cause, or (b) a termination by you without your having provided the Company with written notice of your intention to terminate at least 15 days in advance of the termination date specified by you,  you will be entitled to a continuation of base salary through the date that is exactly 30 days after the date

on which your employment terminates.  For this purpose, “cause” means: (i) your material breach of this Agreement; (ii) your willful material misrepresentation at any time to the Board; or (iii) your engaging in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition.

11.  Miscellaneous.  This Agreement supersedes and replaces any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company, and constitutes the complete agreement between you and the Company, regarding your position as CEO.  This Agreement may not be amended or modified, except by an express written agreement signed by both you and an officer of the Company duly authorized by the Board.  Neither party may assign or delegate any of its or his obligations hereunder without the prior written consent of the other party, provided that the Company may assign this Agreement in connection with a sale or other disposition of all or substantially all of its assets.  This Agreement will be binding upon and will inure to the benefit of you and your administrators, executors, heirs and permitted assigns, and the Company and its successors and permitted assigns.  The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company or any other relationship between you and the Company will be governed by Delaware law, excluding laws relating to conflicts or choice of law.  In any action between the parties arising out of or relating to any such disputes, each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.  The Company and its affiliates may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company and its affiliates are required to withhold pursuant to any law or government regulation or ruling.

Please confirm your agreement with these terms by signing below and return a copy for our files. If you have any questions, or need additional information, please give me a call.

Sincerely,

GLOBAL POWER EQUIPMENT GROUP INC.
By:	/s/ Charles Macaluso
	Charles Macaluso, Chairman of the Board
Agreed and accepted:
/s/ Terence Cryan
TERENCE CRYAN

EX-10.3

Exhibit 10.3

FORM OF

GLOBAL POWER EQUIPMENT GROUP INC.

NONQUALIFIED STOCK OPTION AGREEMENT

Notice of Stock Option Grant

Global Power Equipment Group Inc. (the “Company”), grants to the Grantee named below, in accordance with the terms of the Global Power Equipment Group Inc. 2011 Equity Incentive Plan (the “Plan”) and this Nonqualified Stock Option Agreement (this “Agreement”), an option (the “Stock Option”) to purchase the number of Shares at the exercise price per share (“Exercise Price”) as follows:

Name of Grantee:	Terence Cryan
Number of Shares:	122,000 Shares
Exercise Price:	$              per Share
Date of Grant:	March 23, 2015

Terms of Agreement

1.Grant of Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in the Plan and this Agreement, the Company hereby grants to the Grantee as of the Date of Grant this Stock Option to purchase the number of Shares at the Exercise Price as set forth above.  This Stock Option is intended to be a nonqualified stock option and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Code.

2.Vesting of Stock Option.  Unless and until terminated as hereinafter provided, the Stock Option shall vest and become exercisable as set forth in the vesting schedule below, provided that the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the applicable Vesting Date.

Shares for Which the  Stock Option Vests	Vesting Date
32,000 Shares	Date of Grant
10,000 Shares	20th day of each month of June 2015 through February 2016

3.Forfeiture of Stock Option.  To the extent that the Stock Option has not yet vested pursuant to Section 2 above, it shall be forfeited automatically without further action or notice if the Grantee ceases to be employed by the Company and its Subsidiaries prior to an applicable Vesting Date.

4.Exercise of Stock Option.

(a)To the extent that the Stock Option becomes vested and exercisable in accordance with this Agreement, it may be exercised in whole or in part from time to time by written notice to the Company or its designee stating the number of Shares for which the Stock Option is being exercised (which number must be a whole number and must be for at least 50 Shares), the intended manner of

payment, and such other provisions as may be required by the Company or its designee.  The Stock Option may be exercised, during the lifetime of the Grantee, only by the Grantee, or in the event of his legal incapacity, by his guardian or legal representative acting on behalf of the Grantee in a fiduciary capacity under state law and court supervision.  If the Grantee dies before the expiration of the Stock Option, all or part of this Stock Option may be exercised (prior to expiration) by the personal representative of the Grantee or by any person who has acquired this Stock Option directly from the Grantee by will, bequest or inheritance, but only to the extent that the Stock Option was vested and exercisable upon the Grantee’s death.

(b)The Exercise Price is payable (i) in cash or by certified or cashier’s check or other cash equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of Shares (including by attestation) owned by the Grantee having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, (iii) a cashless broker-assisted exercise that complies with all Applicable Laws, or (iv) by a combination of the foregoing methods.

5.Term of Stock Option.  The Stock Option will terminate on the earliest of the following dates:

(a)Immediately upon termination of employment, if the Grantee’s employment is terminated (i) by the Company for “cause” (as defined in the Letter Agreement between Grantee and the Company dated March 20, 2015) (the “Letter Agreement”) or (ii) by the Grantee without having provided the Company with written notice of his intention to terminate at least 15 days in advance of the termination date specified by him; or

(b)Midnight on the 5th anniversary of the Date of Grant.

6.Delivery of Shares.  Subject to the terms and conditions of this Agreement, Shares shall be issuable to the Grantee as soon as administratively practicable following the date the Grantee (a) exercises the Stock Option in accordance with Section 4 hereof, (b) makes full payment to the Company or its designee of the Exercise Price and (c) makes arrangements satisfactory to the Company (or any Subsidiary, if applicable) for the payment of any required withholding taxes related to the exercise of the Stock Option.  The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares until such Shares have been issued to the Grantee in accordance with this Section 6.

7.Taxes and Withholding.  The Grantee is responsible for any federal, state, local or other taxes with respect to the exercise of the Stock Option and the delivery of Shares under this Agreement.  The Company does not guarantee any particular tax treatment or results in connection with the grant or exercise of this Stock Option.  To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the delivery of Shares under this Agreement, then, except as otherwise provided below, the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Shares on the date of delivery); provided that in no event shall the value of the Shares retained exceed the statutory minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. Notwithstanding the preceding sentence, the Grantee may elect, on a form provided by the Company and subject to any terms and conditions imposed by the Company, to pay or provide for payment of the required tax withholding.

8.Transferability.  The Stock Option may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee; provided that the Grantee’s rights with respect to such Stock Option may be transferred by will or pursuant to the laws of descent and

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distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 8 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Stock Option.

9.No Employment Contract.  Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate the employment or adjust the compensation of the Grantee.

10.Compliance with Law.  The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Stock Option; provided that, notwithstanding any other provision of this Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.

11.Adjustments.  The Exercise Price and the number and kind of shares of stock covered by this Agreement shall be subject to adjustment as provided in Section 15 of the Plan.

12.Amendments.  Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.  Notwithstanding the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent unless the Committee determines, in good faith, that such amendment is required for the Agreement to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.

13.Severability.  In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

14.Relation to Plan.  This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Stock Option.

15.Successors and Assigns.  Without limiting Section 8 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

16.Governing Law.  The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement, as of the Date of Grant.

	GLOBAL POWER EQUIPMENT GROUP INC.
	By:
		Charles Macaluso, Chairman of the Board
The undersigned hereby acknowledges that he is familiar with the terms and provisions of the Plan and hereby accepts the Stock Option on the terms and conditions set forth herein and in the Plan.
	Terence Cryan

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Global Power 400 E Las Colinas Blvd., Suite 400, Irving, TX 75039

FOR IMMEDIATE RELEASE

Luis Ramírez Resigns as CEO of Global Power;

Terence Cryan Named CEO

IRVING, Texas, March 23, 2015 — Global Power Equipment Group Inc. (NYSE:GLPW) (“Global Power” or “Company”) today announced that Luis Manuel Ramírez resigned as president and chief executive officer and as a director of the company on Friday, March 20.

The Global Power board has appointed current director Terence Cryan to serve as president and CEO effective March 20.  The board of directors will begin a search to identify candidates for a permanent successor.

Speaking on behalf of the board of directors, Chairman Charles Macaluso said, “We thank Luis for the contributions he made to Global Power during his tenure.  He leaves the company in a strong position to continue its current strategy of expansion through a combination of organic growth and strategic acquisitions.”

Macaluso continued, “We are fortunate to have someone of Terence Cryan’s caliber and experience to step in and lead Global Power.  His experiences as a leader in the energy industry, along with his Wall Street experience, give him a unique perspective on the opportunities and challenges in this sector.  This will be an orderly transition with him at the helm.  Global Power will stay on track with its current growth strategy, while continuing to provide customers with the high-quality services and products they have come to expect.”

Cryan has deep knowledge of the energy industry coupled with broad executive-level experience and extensive expertise in financings, mergers and acquisitions.  He serves as managing director of Concert Energy Partners, a New York City based investment and private equity firm focused on the energy industry that he co-founded in 2001.  Over the last 10 years, Cryan has been chief executive officer of a number of publicly traded, private and non-profit entities.  He served as president and chief executive officer of Medical Acoustics LLC from 2007 through 2010 and as interim president and chief executive officer of Uranium Resources Inc. from September 2011 through April 2012.  Before 2001, Cryan was a senior managing director in the Investment Banking Division at Bear Stearns.  He has over 25 years of experience in international business in the United States and Europe, including having served as managing director and the Group Head of the Energy & Natural Resources Industry Group at Paine Webber.

Having been a director of Global Power since January 2008, Cryan will continue on the board while serving as president and CEO.  Prior to his current appointment, he served as chair of both the compensation committee and the nominating and governance committee.  He holds a Master of Science in Economics from the London School of Economics and a Bachelor of Arts degree from Tufts University.

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About Global Power

Texas-based Global Power Equipment Group Inc. is a design, engineering and manufacturing firm providing a broad array of equipment and services to the global power infrastructure, energy and process industries.  It is comprised of three segments.  Product Solutions includes two primary product categories:  Auxiliary Products designs, engineers and manufactures a comprehensive portfolio of equipment for utility-scale natural gas turbines while Electrical Solutions provides custom configured electrical houses and generator enclosures for the midstream oil & gas industry, the power generation market to include distributed and backup power as well as other industrial and commercial operations.  Energy Services provides lifecycle maintenance, repair, construction and fabrication services for the industrial, chemical/petrochemical process, oil and gas and power generation industries.  Nuclear Services provides on-site specialty support, outage management and maintenance services to domestic utilities’ nuclear power facilities.  The Company routinely provides information at its website:  www.globalpower.com.

Investor Relations Contact:

Shawn Severson
The Blueshirt Group
(415) 489-2198
shawn@blueshirtgroup.com

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