LAS VEGAS -- Jay Frye's voice cracked as he recalled having to let about 75 Ginn Racing employees go after last season's merger with Dale Earnhardt Inc. Ryan Pemberton became visibly upset as he remembered the breakup of the pit crew and road team he'd spent years building into one of the finest in the Sprint Cup Series.
The pain both experienced led to different jobs.
The memory still haunts them.
"It's more nauseous," Frye said this past week during a break in testing at Las Vegas Motor Speedway. "The way it ended was not the way we wanted it to end. It was the worst thing at this point in my life I've had to do."
"Jay Frye and myself basically started that team in '97," he said. "It was just really, really personal. To see it grow, grow and grow, and to have the terms it went under, having to go through a list of people and be a part of a mass layoff like it was, it was just a very unfortunate situation.
"It's hard for me to talk about. It's just a hard thing to deal with. It's not just a job. It's my life, a passion. I gave everything I had and worked a ton of hours there. I wanted to see it through and see it happen, and it didn't happen the way I envisioned it happening."
Frye was the minority owner at Ginn Racing. Pemberton was the crew chief for Mark Martin.
Both could have stayed at DEI after the merger. Both chose to move on, Frye to general manager at Team Red Bull and Pemberton to David Reutimann's crew chief at Michael Waltrip Racing.
"I didn't feel I had a choice," Frye said. "When I had to go out there in July and basically fire the company, it was really horrible. I felt it would have been real hypocritical of me to have stayed after that, knowing how I felt about those people and what we had built."
For Pemberton, the decision to leave had more to do with a difference in philosophy. He couldn't handle DEI's stringent structure, having to do everything by committee instead of making his own calls. He wasn't all about building on the legacy of the late Dale Earnhardt.
"They talk about Dale's legacy," he said. "They wanted to talk about it all the time. They say we're here for Dale's legacy. That's not why I was there. I was there to do a particular job, to build race cars.
"I don't understand that slogan. It just wasn't for me."
Nobody wanted Pemberton to stay more than Martin. He demanded the crew he had with the No. 01 U.S. Army car in 2007 stay intact when he agreed to move to the No. 8 vacated by Dale Earnhardt Jr..
When I had to go out there in July and basically fire the company, it was really horrible. I felt it would have been real hypocritical of me to have stayed after that, knowing how I felt about those people and what we had built.
-- Jay Frye
That crew, he said, was one of the best he'd been around in 20-plus years of racing. Statistics support him. The team tied Jeff Gordon's for top pit crew of the year, but didn't receive the award because Gordon finished higher in points.
"That team, that was magic," said Martin, who came within a few feet of winning the Daytona 500 and led the points standings the first four weeks before getting into the part-time portion of his schedule. "None of them were going anywhere even though they were offered other jobs. They didn't have contracts, nothing. It was just they had that magic. They did things the way they wanted.
"There was heart there. Then the heart started coming right out of it."
It all began with the merger. Pemberton, who was so dedicated that he sometimes charged parts and pieces to his personal credit card because Ginn Racing was under such financial stress, couldn't adapt to DEI's Wall Street atmosphere built around flow charts and suits.
He didn't want to adapt.
Nobody was more frustrated about that than Martin.
"I tried my guts out to keep it all together," he said. "There were a certain number of people that never got over the merger. When people aren't happy, they're just not happy.
"You can't operate unhappy. I love Ryan. I want the best for Ryan. I guess I failed. I thought if I could hold that whole team together, somebody would have patted me on the back."
In the end, there was nothing Martin could have done to hold his team or Ginn Racing together. Majority owner Bobby Ginn was running an unfunded Cup team and Busch Series team. Another Cup team was only partially funded, which led to the release of veteran driver Sterling Marlin.
The financial situation was so bad that there were concerns about making payroll the week after Martin finished second to Kevin Harvick in the 500. There were so many rumors about the indebtedness of the company that a group of former employees flew a banner over Lowe's Motor Speedway in October that said, "Does Bobby Ginn Owe You Money?"
"It couldn't stay the same," Martin said. "It wasn't gonna stay the same. It wasn't going to go much further like it was going. They dug a hole. It didn't make any sense to continue on Bobby's part."
Frye agreed. Oh, he admitted they could have survived through the end of the season after trimming from three cars to two. But then they would have been faced with the same problems heading into this year that forced the merger.
"The merger helped [DEI]," Frye said. "It gave them the space they needed. It gave them the points they needed [to put Paul Menard in the top 35]. It did a lot of good things for them.
"But anytime you merge, whether it's racing or business in general, it's never the same. DEI did it one way. We did it another. Half of the people matched. Half of them didn't."
Red Bull was one of the programs that caught Frye's eye last season. He felt his experience in building a Cup team would be helpful to an organization that was not involved in NASCAR until last season.
Frye has been on the job for only two weeks, but he's enjoying doing basically what he's done before without the pressure that comes with ownership.
"It's kind of a relief," he said. "For someone like myself, it was a sweat equity position [at Ginn]. My financial empire is not really much."
Pemberton is happy as well.
"Could I have gone to Hendrick's to make them better?" he said. "No. That's not what I do. They don't need me. They needed me here."
But Pemberton and Frye still get a little sad when they walk around the garage and see those they worked with much of the past 12 years with other teams.
They are reminded of how they made the most out of an organization that never was going to be top-tier but consistently was competitive enough to be in the top 35.
"It hurts," Frye said. "It was a good group that had been together for a long time. We were an overachieving group. We were not funded like some of the rest of the teams, but we always felt we had what it took to make the playoffs.
"It was something to the world that wasn't special, but to us it was pretty special."
David Newton covers NASCAR for ESPN.com. He can be reached at firstname.lastname@example.org.