UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported): August 5, 2014
| Turbine Truck Engines, Inc. |
| (Exact name of small business issuer as specified in its charter) |
| Nevada |
|
333-109118 |
|
59-3691650 |
| (State or other jurisdiction of Incorporation) |
|
(Commission File Number)
|
|
(IRS EmployerIdentification Number) |
46600 Deep Woods Road, Paisley, Florida 32767
(Address of principal executive offices)
386-943-8358
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2.)
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))
Item 3.03 Material Modification to Rights of Security Holders.
The Company on July 29, 2014, received and approved a conversion notice from Michael Rouse, converting all of the 500,000 issued and outstanding Series “A” Convertible Preferred shares held by Mr. Rouse, into the Company’s common stock on a 1 to 1 basis pursuant to their terms. After the conversion, there are no issued and outstanding shares of Series “A” Convertible Preferred shares.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company has entered into Settlement and Release Agreements (the “Agreements”) with three (3) of its Officers/Directors/Employees, whereby all Employment Agreements with the company’s Officers/Directors/Employees are acknowledged to be terminated effective June 30, 2014 if not terminated earlier by their own terms. Pursuant to the terms of the Agreements, the Employees voluntarily, and without compensation, relinquished any claim to accrued and unpaid salary and certain stock options, bonuses, termination compensation, severance compensation and other compensation, all as more particularly provided therein and summarized below:
|
·
|
Michael Rouse – Pursuant to a Settlement and Release Agreement by and among the Issuer and Mr. Rouse dated July 30th, 2014, Mr. Rouse agreed to an early termination of his Employment Agreement dated October 1, 2011, with no termination compensation and agreed to forgive $162,168.30 of accrued and unpaid salary accrued on the company’s books from August 2004 through June 30, 2014. In addition, Mr. Rouse agreed to the rescission of stock options granted to him under the Employment Agreement. Mr. Rouse also agreed to forgive the right to receive termination compensation, including the right to receive a return of the 5,000,000 shares previously returned by Mr. Rouse to the company’s treasury.
|
Although no longer covered by an Employment Agreement, Mr. Rouse will continue to serve in the position of CEO & President of the Company, without compensation from and after July 1, 2014, until such time as the Board of Directors may determine, in their sole and absolute discretion.
|
·
|
Phyllis J. Rouse - Pursuant to a Settlement and Release Agreement by and among the Issuer and Ms. Rouse dated July 30th, 2014, Ms. Rouse acknowledged that her prior employment agreement with the Company dated January 1, 2013, terminated on December 31, 2103 and that she was due no termination or severance compensation thereunder and agreed to forgive $202,225 of accrued and unpaid salary accrued on the company’s books from January 2007 through December 31, 2013. In addition, Ms. Rouse agreed to the rescission of stock options granted to her under the 2013 Employment Agreement and the rescission of a stock bonus granted under both her 2011 and 2013 Employment Agreements.
|
Although no longer covered by an Employment Agreement, Ms. Rouse will continue to serve in the positions of Director, Vice President, Secretary and Treasurer of the Company, without compensation from and after January 1, 2014 until such time as the Board of Directors may determine, in their sole and absolute discretion.
|
·
|
Timothy Michael Patterson - Pursuant to a Settlement and Release Agreement by and among the Issuer and Mr. Patterson, dated July 30th, 2014, Mr. Patterson acknowledged that his prior employment agreement with the Company dated January 1, 2013, terminated on December 31, 2013 and that he was due no termination or severance compensation thereunder and agreed to forgive $117,016.91 of accrued and unpaid salary accrued on the company’s books from January 2007 through December 31, 2013. In addition, Mr. Patterson agreed to the rescission of stock options granted to him under the 2013 Employment Agreement and the rescission of a stock bonus granted under both the 2011 and 2013 Employment Agreements.
|
Mr. Patterson no longer holds a position with the company.
Item 9.01 Financial Statements and Exhibits
| 5.01 |
Settlement and Release Agreement – Michael Rouse |
| 5.02 |
Settlement and Release Agreement – Phyllis Rouse |
| 5.03 |
Settlement and Release Agreement – Timothy Michael Patterson |
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.
| |
Turbine Truck Engines, Inc. |
|
| |
|
|
|
|
Dated: August 5th, 2014
|
By:
|
/s/ Michael H. Rouse |
|
| |
|
Michael H. Rouse |
|
| |
|
CEO
|
|
4
EXHIBIT 5.01
SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of July, 2014, by and among Michael Rouse (“Employee”) and Turbine Truck Engines, Inc., a Nevada corporation, (“TTEG” or “Company”).
WHEREAS, Employee has been employed with TTEG and has accumulated unpaid salary and other compensation;
WHEREAS, Employee holds the position of President and CEO (the “Positions”) with the Company, and has a current Employment Agreement dated October 1, 2011, until September 30, 2014;
WHEREAS, the Company has requested and the Employee has agreed that it is in the best interest of all parties to formally terminate the Employment Agreement currently in effect for the Employee, and for the Employee to forgive all of the accrued and unpaid salary, and any rights accruing under the Employment Agreement to stock options, bonuses, termination compensation, severance pay, repayment of shares previously issued and returned to the company treasury, and other compensation, all as more fully provided herein.
WHEREAS, these actions are taken by the Parties solely due to the Company’s financial condition and not as result of action taken or not taken by the Employee and are not to be construed as a reflection on the Employee.
NOW, THEREFORE, in consideration of the promises, acts, releases and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Accrued Salary. From August 2004 through and including June 30, 2014, the Company has recorded accrued and unpaid salary to Employee in the amount of $162,168.30 (“Salary”) (one hundred sixty-two thousand, one hundred sixty-eight dollars and thirty cents). No other Salary or sums are due and owing from the Company to the Employee for that period, save and except those listed on the attached Exhibit A, attached hereto and incorporated herein by reference.
2. Forgiveness of Accrued Compensation. Effective as of the date hereof, the Employee hereby forgives all accrued and unpaid Salary, and all additional compensation which may have accrued under the Employment Agreement, including but not limited to (a) the rescission of the bonus in the form of option issuance, granted in Section 4 of the Employment Agreement, in the amount of 400,000 (four hundred thousand) common share options set at $0.25 (5 cents) that was set to expire in 5 (five) years; (b) any right to receive termination compensation under Section 7, including, but not limited to, the repayment by the company to the employee of 5,000,000 (five million) shares previously issued to employee and returned to the company treasury; (c) any right to Severance Pay under Section 11 (d); and (d) any other compensation accrued but not paid as of the date hereof, in whatever form, with the sole exception provided for in paragraph (3) below. Employee acknowledges no consideration was provided to Employee for this forgiveness, and this forgiveness is given freely and voluntarily on behalf of the Employee, without coercion or duress.
3. Stock Bonuses Employee shall retain. As provided in Section 4 of the 2011 Employment Agreement, the employee shall retain the Stock Bonus of 400,000 (four hundred thousand) common shares issued to Employee, with these 400,000 common shares having no special or specific terms or conditions for additional stock issuance as provided in Section 4. The common shares carry the same rights, with no exception, as all common shares authorized for issue by the companies’ Articles of Incorporation.
4. Employment Agreement. The parties mutually agree to terminate the Employment Agreement effective as of the date hereof, with the Employment Agreement being of no further force and effect. Employee shall continue to hold and perform the positions of President & CEO with the Company, provided however, the Employee specifically foregoes any Salary and/or other compensation for such Positions from and after the date of July 1, 2014, serving in such Positions without compensation until such time as the Board of Directors may determine, in their sole and absolute discretion. Aside from the Salary, money, stock or other compensation listed on Exhibit A, the Employee is owed nothing from the Company as of the date hereof.
5. Mutual Release of Claims. The Parties on behalf of themselves, affiliates, associates, attorneys, accountants, insurers, agents, representatives, successors, and assigns, past, present, and future, hereby release and forever discharge each other, their partners, affiliates, associates, officers, directors, managers, members, employees, attorneys, accountants, insurers, agents, representatives, predecessors, successors, and assigns, past, present, and future, from any and all legal claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders, and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or unknown, suspected or unsuspected, concealed or hidden, of any kind or nature whatsoever, which have ever existed or may have existed, or which do exist or which hereafter can, shall, or may exist arising out of any matter, cause, fact, thing, act, or omission whatsoever, occurring or existing at any time prior to and including the date hereof.
6. Release of Unknown Claims: Upon the completion in full of all of the conditions precedent contained herein, the Parties expressly waive the provisions, rights and benefits conferred by any law of any state or any territory of the United States or of any other nation, or principle of common law relating to claims which the Parties did not know or suspect to exist in the other Party’s favor at the time of executing this Agreement, which, if known by Parties, would have materially affected the Parties’ settlement with the other Party.
7. Preparation of Agreement. The Parties acknowledge having had the opportunity to obtain the review of the Agreement and its terms by counsel of their own choosing, and the Agreement shall be construed as having been made and entered into as the result of arms-length negotiations, entered into freely and without coercion or duress, between parties of equal bargaining power.
8. Confidentiality. Except as permitted below, each Party shall maintain the confidentiality of the Agreement. The negotiations in connection with this Agreement were and are intended by the Parties to be privileged settlement discussions, and are confidential; neither Party shall disclose such negotiations except as required under the provisions of applicable securities laws and/or as compelled to do so by a court of competent jurisdiction.
9. Non-Disparagement. The Parties hereby agree that they will not make any remarks or adverse statements in any and all media (e.g., in writing, orally or on the internet via, among other things, blogs, message boards and social networks) about the other Party or affiliates that could reasonably be construed as disparaging or defamatory, or to cast the other Party or any of their affiliates in a negative light, or harm the other Party or any of their affiliates’ current or prospective business plans.
10. Expenses. The Parties agree that each shall be responsible for payment of its own costs and expenses, including attorneys’ fees, associated with the negotiation and execution of this Agreement and any discussions leading thereto.
11. Choice of Law. The validity, performance, construction, interpretation and effect of this Agreement shall be governed by the substantive laws of State of State of Florida, without regard to the choice of law principles of any local, state, federal or foreign jurisdiction.
12. Amendments / Modifications. This Agreement shall not be modified, amended, supplemented, or otherwise changed except by a writing signed by all Parties. The Parties expressly intend and agree that there shall be no exceptions to this “oral modification” clause, including, but not limited to, any present or future claims of partial performance or equitable estoppel. No parole or oral evidence shall be admitted to alter, modify or explain the terms of this Agreement, which all Parties agree is clear and unambiguous.
13. Entire Agreement. This Agreement represents the entire agreement of the Parties as to the matters set forth herein and shall supersede and nullify any and all previous contracts, arrangements or understandings among the Parties.
14. Counterparts. This Agreement may be executed in counterparts. The execution of this Agreement and the transmission thereof by facsimile or e-mail shall be binding on the Party signing and transmitting same by facsimile or e-mail fully and to the same extent as if a counterpart of this Agreement bearing such Party’s original signature has been delivered.
15. Authorized Representative. Each signatory on behalf of a Party to this Agreement represents and warrants that he or she is a duly authorized representative of that Party, with full power and authority to agree to this Agreement and all the terms herein on behalf of that Party, which Party shall be bound by such signature.
IN WITNESS WHEREOF, the Parties execute this Agreement as of the date first written above.
| Employee: |
|
Company: |
|
| |
|
|
|
|
|
| |
|
|
Turbine Truck Engines, Inc. |
|
| |
|
|
|
|
|
| By: |
/s/ Michael Rouse
|
|
By: |
/s/ Michael Rouse
|
|
| |
Michael Rouse
|
|
|
Michael Rouse
|
|
| |
|
|
|
Chief Executive Officer
|
|
NOTARY
STATE OF FLORIDA
COUNTY OF _____________________
The foregoing instrument was acknowledged before me this ___________, 2014, by _______________________________________ (name), who is personally known to me or who has produced ____________________________ (type of identification) as identification.
______________________________________
Notary Public
Printed Name: ___________________________
My Commission Expires: ___________________
Commission #: __________________________
EXHIBIT A
Outstanding Salary Or Sums Owed To Employee Which
Are Not A Part Of This Agreement
The following sums shall remain outstanding to the Employee following the execution of this Agreement and are not forgiven as a part hereof:
Exhibit A has no Entries.
5
EXHIBIT 5.02
SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of July, 2014, by and among Phyllis J. Rouse (“Employee”) and Turbine Truck Engines, Inc., a Nevada corporation, (“TTEG” or “Company”).
WHEREAS, Employee has been employed with TTEG and has accumulated unpaid salary;
WHEREAS, Employee holds the position of Director, Vice President, Secretary & Treasurer (the “Positions”) with the Company, and had an Employment Agreement dated January 1, 2013 which expired on December 31, 2013;
WHEREAS, the Company has requested and the Employee has agreed that it is in the best interest of all parties to acknowledge formally the termination of the Employment Agreement, and for the Employee to forgive all of the accrued and unpaid salary, and any rights accruing under the Employment Agreement to stock options, bonuses, termination compensation, severance pay, and any other compensation, all as more fully provided herein.
WHEREAS, these actions are taken by the Parties solely due to the Company’s financial condition and not as result of action taken or not taken by the Employee and are not to be construed as a reflection on the Employee.
NOW, THEREFORE, in consideration of the promises, acts, releases and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Accrued Salary. From January 2007 through and including December 31, 2013, the Company has recorded accrued and unpaid salary to Employee in the amount of $202,225.00 (“Salary”) (two hundred and two thousand, two hundred twenty-five dollars and zero cents). No other Salary or sums are due and owing from the Company to the Employee, save and except those listed on the attached Exhibit A, attached hereto and incorporated herein by reference.
2. Forgiveness of Accrued Compensation. Effective as of the date hereof, the Employee hereby forgives all accrued and unpaid Salary, and all additional compensation which may have accrued under the Employment Agreement, including but not limited to (a) the rescission of the rights to a bonus in the form of stock issuance in the amount of 300,000 (three hundred thousand) shares as defined in Section 4 of the 1/1/13 Employment Agreement; (b) the rescission of the bonus in the form of option issuance, granted in Section 4 of the 1/1/13 Employment Agreement, in the amount of 750,000 (seven hundred fifty thousand) common share options set at $0.05 (5 cents) that was set to expire in 5 (five) years; (c) the rescission of the bonus in the form of option issuance, granted in a 2011 Employment Agreement, in the amount of 300,000 (three hundred thousand) common share options set at $0.25 (25 cents) that was set to expire in 5 (five) years; (d) any right to receive termination compensation under Section 7 of the 1/1/13 Employment Agreement; (e) any right to Severance Pay under Section 11 (d) of the 1/1/13 Employment Agreement; and (f) any other compensation accrued but not paid as of the date hereof, in whatever form. Employee acknowledges no consideration was provided to Employee for this forgiveness, and this forgiveness is given freely and voluntarily on behalf of the Employee, without coercion or duress.
3. Employment Agreement. The Employment Agreement terminated on its own terms, under mutual agreement, and is of no further force and effect. Employee shall continue to hold and perform the duties and responsibilities for the positions of Director, Secretary & Treasurer with the Company, provided however, the Employee specifically foregoes any Salary and/or other compensation for such Positions from and after the date of January 1, 2014, serving in such Positions without compensation until such time as the Board of Directors may determine, in their sole and absolute discretion. Aside from the Salary, money, stock or other compensation listed on Exhibit A, the Employee is owed nothing from the Company as of the date hereof.
4. Mutual Release of Claims. The Parties on behalf of themselves, affiliates, associates, attorneys, accountants, insurers, agents, representatives, successors, and assigns, past, present, and future, hereby release and forever discharge each other, their partners, affiliates, associates, officers, directors, managers, members, employees, attorneys, accountants, insurers, agents, representatives, predecessors, successors, and assigns, past, present, and future, from any and all legal claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders, and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or unknown, suspected or unsuspected, concealed or hidden, of any kind or nature whatsoever, which have ever existed or may have existed, or which do exist or which hereafter can, shall, or may exist arising out of any matter, cause, fact, thing, act, or omission whatsoever, occurring or existing at any time prior to and including the date hereof.
5. Release of Unknown Claims: Upon the completion in full of all of the conditions precedent contained herein, the Parties expressly waive the provisions, rights and benefits conferred by any law of any state or any territory of the United States or of any other nation, or principle of common law relating to claims which the Parties did not know or suspect to exist in the other Party’s favor at the time of executing this Agreement, which, if known by Parties, would have materially affected the Parties’ settlement with the other Party.
6. Preparation of Agreement. The Parties acknowledge having had the opportunity to obtain the review of the Agreement and its terms by counsel of their own choosing, and the Agreement shall be construed as having been made and entered into as the result of arms-length negotiations, entered into freely and without coercion or duress, between parties of equal bargaining power.
7. Confidentiality. Except as permitted below, each Party shall maintain the confidentiality of the Agreement. The negotiations in connection with this Agreement were and are intended by the Parties to be privileged settlement discussions, and are confidential; neither Party shall disclose such negotiations except as required under the provisions of applicable securities laws and/or as compelled to do so by a court of competent jurisdiction.
8. Non-Disparagement. The Parties hereby agree that they will not make any remarks or adverse statements in any and all media (e.g., in writing, orally or on the internet via, among other things, blogs, message boards and social networks) about the other Party or affiliates that could reasonably be construed as disparaging or defamatory, or to cast the other Party or any of their affiliates in a negative light, or harm the other Party or any of their affiliates’ current or prospective business plans.
9. Expenses. The Parties agree that each shall be responsible for payment of its own costs and expenses, including attorneys’ fees, associated with the negotiation and execution of this Agreement and any discussions leading thereto.
10. Choice of Law. The validity, performance, construction, interpretation and effect of this Agreement shall be governed by the substantive laws of State of State of Florida, without regard to the choice of law principles of any local, state, federal or foreign jurisdiction.
11. Amendments / Modifications. This Agreement shall not be modified, amended, supplemented, or otherwise changed except by a writing signed by all Parties. The Parties expressly intend and agree that there shall be no exceptions to this “oral modification” clause, including, but not limited to, any present or future claims of partial performance or equitable estoppel. No parole or oral evidence shall be admitted to alter, modify or explain the terms of this Agreement, which all Parties agree is clear and unambiguous.
12. Entire Agreement. This Agreement represents the entire agreement of the Parties as to the matters set forth herein and shall supersede and nullify any and all previous contracts, arrangements or understandings among the Parties.
13. Counterparts. This Agreement may be executed in counterparts. The execution of this Agreement and the transmission thereof by facsimile or e-mail shall be binding on the Party signing and transmitting same by facsimile or e-mail fully and to the same extent as if a counterpart of this Agreement bearing such Party’s original signature has been delivered.
14. Authorized Representative. Each signatory on behalf of a Party to this Agreement represents and warrants that he or she is a duly authorized representative of that Party, with full power and authority to agree to this Agreement and all the terms herein on behalf of that Party, which Party shall be bound by such signature.
IN WITNESS WHEREOF, the Parties execute this Agreement as of the date first written above.
| Employee: |
|
Company: |
|
| |
|
|
|
| Phyllis J. Rouse |
|
Turbine Truck Engines, Inc |
|
| |
|
|
|
|
|
| By: |
|
|
By: |
/s/ Michael Rouse
|
|
| |
|
|
|
Michael Rouse
|
|
| |
|
|
|
Chief Executive Officer
President
|
|
NOTARY
STATE OF FLORIDA
COUNTY OF _____________________
The foregoing instrument was acknowledged before me this ___________, 2014, by __________________________________________ (name), who is personally known to me or who has produced ___________________________________ (type of identification) as identification.
_______________________________________
Notary Public
Printed Name: ____________________________
My Commission Expires: ____________________
Commission #:____________________________
EXHIBIT A
Outstanding Salary Or Sums Owed To Employee Which
Are Not A Part Of This Agreement
The following sums shall remain outstanding to the Employee following the execution of this Agreement and are not forgiven as a part hereof.
Exhibit A has Zero Entries
5
EXHIBIT 5.03
SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of July, 2014, by and among Timothy Michael Patterson, Jr. (“Employee”) and Turbine Truck Engines, Inc., a Nevada corporation, (“TTEG” or “Company”).
WHEREAS, Employee has been employed with TTEG and has accumulated unpaid salary and other compensation;
WHEREAS, Employee held the position of Chief Information Officer with the Company, and had an Employment Agreement dated January 1, 2013, which expired on December 31, 2013;
WHEREAS, the Company has requested and the Employee has agreed, that it is in the best interest of all parties to acknowledge formally the termination of the Employment Agreement, and for the Employee to forgive all of the accrued and unpaid salary, and any rights accruing under the Employment Agreement to stock options, bonuses, termination compensation, severance pay, and any other compensation, all as more fully provided herein.
WHEREAS, these actions are taken by the Parties solely due to the Company’s financial condition and not as result of action taken or not taken by the Employee and are not to be construed as a reflection on the Employee.
NOW, THEREFORE, in consideration of the promises, acts, releases and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Accrued Salary. From January 2007 through and including March 31, 2014, the Company has recorded accrued and unpaid salary to Employee in the amount of $117,016.91 (“Salary”) (one hundred seventeen thousand, sixteen dollars and ninety-one cents). No other Salary or sums are due and owing from the Company to the Employee for that period, save and except those listed on the attached Exhibit A, attached hereto and incorporated herein by reference.
2. Forgiveness of Accrued Compensation. Effective as of the date hereof, the Employee hereby forgives all accrued and unpaid Salary, and all additional compensation which may have accrued under the Employment Agreement, including but not limited to (a) the rescission of the rights to a bonus in the form of stock issuance in the amount of 150,000 (one hundred fifty thousand) shares as defined in Section 4 of the 1/1/13 Employment Agreement; (b) the rescission of the bonus in the form of an option issuance, granted in Section 4 of the 1/1/13 Employment Agreement, in the amount of 500,000 (five hundred thousand) common share options set at $0.05 (5 cents) that was set to expire in 5 (five) years; (c) the rescission of the bonus in the form of an option issuance, granted in a 2011 Employment Agreement, in the amount of 150,000 (one hundred fifty thousand) common share options set at $0.25 (25 cents) that was set to expire in 5 (five) years; (d) any right to receive termination compensation under Section 7 of the 1/1/13 Employment Agreement; (e) any right to Severance Pay under Section 11 (d) of the 1/1/13 Employment Agreement; and (f) any other compensation accrued but not paid as of the date hereof, in whatever form. Employee acknowledges no consideration was provided to Employee for this forgiveness, and this forgiveness is given freely and voluntarily on behalf of the Employee, without coercion or duress.
3. Employment Agreement. The Employment Agreement terminated on its own terms, under mutual agreement, and is of no further force and effect. Aside from the Salary, money, stock or other compensation listed on Exhibit A, the Employee is owed nothing from the Company as of the date hereof. Any continued employment of the Employee shall be solely from the date hereof going forward, under such terms and conditions as may be negotiated.
4. Mutual Release of Claims. The Parties on behalf of themselves, affiliates, associates, attorneys, accountants, insurers, agents, representatives, successors, and assigns, past, present, and future, hereby release and forever discharge each other, their partners, affiliates, associates, officers, directors, managers, members, employees, attorneys, accountants, insurers, agents, representatives, predecessors, successors, and assigns, past, present, and future, from any and all legal claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders, and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or unknown, suspected or unsuspected, concealed or hidden, of any kind or nature whatsoever, which have ever existed or may have existed, or which do exist or which hereafter can, shall, or may exist arising out of any matter, cause, fact, thing, act, or omission whatsoever, occurring or existing at any time prior to and including the date hereof.
5. Release of Unknown Claims: Upon the completion in full of all of the conditions precedent contained herein, the Parties expressly waive the provisions, rights and benefits conferred by any law of any state or any territory of the United States or of any other nation, or principle of common law relating to claims which the Parties did not know or suspect to exist in the other Party’s favor at the time of executing this Agreement, which, if known by Parties, would have materially affected the Parties’ settlement with the other Party.
6. Preparation of Agreement. The Parties acknowledge having had the opportunity to obtain the review of the Agreement and its terms by counsel of their own choosing, and the Agreement shall be construed as having been made and entered into as the result of arms-length negotiations, entered into freely and without coercion or duress, between parties of equal bargaining power.
7. Confidentiality. Except as permitted below, each Party shall maintain the confidentiality of the Agreement. The negotiations in connection with this Agreement were and are intended by the Parties to be privileged settlement discussions, and are confidential; neither Party shall disclose such negotiations except as required under the provisions of applicable securities laws and/or as compelled to do so by a court of competent jurisdiction.
8. Non-Disparagement. The Parties hereby agree that they will not make any remarks or adverse statements in any and all media (e.g., in writing, orally or on the internet via, among other things, blogs, message boards and social networks) about the other Party or affiliates that could reasonably be construed as disparaging or defamatory, or to cast the other Party or any of their affiliates in a negative light, or harm the other Party or any of their affiliates’ current or prospective business plans.
9. Expenses. The Parties agree that each shall be responsible for payment of its own costs and expenses, including attorneys’ fees, associated with the negotiation and execution of this Agreement and any discussions leading thereto.
10. Choice of Law. The validity, performance, construction, interpretation and effect of this Agreement shall be governed by the substantive laws of State of State of Florida, without regard to the choice of law principles of any local, state, federal or foreign jurisdiction.
11. Amendments / Modifications. This Agreement shall not be modified, amended, supplemented, or otherwise changed except by a writing signed by all Parties. The Parties expressly intend and agree that there shall be no exceptions to this “oral modification” clause, including, but not limited to, any present or future claims of partial performance or equitable estoppel. No parole or oral evidence shall be admitted to alter, modify or explain the terms of this Agreement, which all Parties agree is clear and unambiguous.
12. Entire Agreement. This Agreement represents the entire agreement of the Parties as to the matters set forth herein and shall supersede and nullify any and all previous contracts, arrangements or understandings among the Parties.
13. Counterparts. This Agreement may be executed in counterparts. The execution of this Agreement and the transmission thereof by facsimile or e-mail shall be binding on the Party signing and transmitting same by facsimile or e-mail fully and to the same extent as if a counterpart of this Agreement bearing such Party’s original signature has been delivered.
14. Authorized Representative. Each signatory on behalf of a Party to this Agreement represents and warrants that he or she is a duly authorized representative of that Party, with full power and authority to agree to this Agreement and all the terms herein on behalf of that Party, which Party shall be bound by such signature.
IN WITNESS WHEREOF, the Parties execute this Agreement as of the date first written above.
| Employee: |
|
Company: |
|
| |
|
|
|
| Timothy Michael Patterson, Jr. |
|
Turbine Truck Engines, Inc |
|
| |
|
|
|
|
|
| By: |
|
|
By: |
/s/ Michael Rouse
|
|
| |
|
|
|
Michael Rouse
|
|
| |
|
|
|
Chief Executive Officer
President
|
|
NOTARY
STATE OF FLORIDA
COUNTY OF _____________________
The foregoing instrument was acknowledged before me this ___________, 2014, by __________________________________________ (name), who is personally known to me or who has produced ___________________________________ (type of identification) as identification.
_______________________________________
Notary Public
Printed Name: ____________________________
My Commission Expires: ____________________
Commission #:____________________________
EXHIBIT A
Outstanding Salary Or Sums Owed To Employee Which
Are Not A Part Of This Agreement
The following sums shall remain outstanding to the Employee following the execution of this Agreement and are not forgiven as a part hereof.
Exhibit A has Zero Entries
5