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): February 25, 2016

 

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 Employer Identification Number)

 

11120 NE 2nd Street, Suite 200, Bellevue, WA 98004

(Address of principal executive offices)

 

(206) 617-9797

(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.)

 

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

 

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

 

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

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))

 

 

 

Item 1.02. Termination of a Material Definitive Agreement.

 

On February 19, 2016, Turbine Truck Engines (the "Company") executed Settlement Agreements with both Sahoma Controlware, LLC ("Sahoma") and Justin Dean ("Dean"), mutually concluding both the Engineering Services Agreement, dated June 3, 2015, with Sahoma and the Consulting Services Agreement, dated June 3, 2015, with Dean, an individual, collectively the "Agreement(s)". The Agreements with both Sahoma and Dean were executed to provide the Company with engineering, technical and analytical expertise to research and determine the viability of the Company expending additional resources on the development of its Gas-to-Liquid process technology ("GTL") for converting methane and oxygen gas into methanol liquid at low-volume production rates. Under both Services Agreements, the Company has received certain 3D modeling, design and data sets that provide a baseline confirming the Company's undertaking to pursue additional build and validation research and development of its GTL process technology. Under the terms of the Settlement Agreements, the Company has no further obligation to pay Sahoma the final milestone payment of $10,824 and Dean will retain his 250,000 Rule 144 common shares issued to him under the Engineering Services Agreement.

 

There are no further obligations existing between the parties under the Agreements.

 

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

 

On February 19, 2016, the Board of Directors of Turbine Truck Engines, Inc. (the "Company") approved and the Company executed a Future Services Agreement ("FSA") with Christopher David, an individual, to provide continued services to the Company filling the roles and responsibilities as the Company's President, Secretary, Treasurer and Director, for a period of February 19, 2016 through December 31, 2017.

 

Wherein consideration of compensation for Mr. David's services, under the terms of the FSA the Company granted Mr. David stock options for the purchase of one million (1,000,000) shares of the Company's restricted Rule 144 common stock, which shall be granted and shall vest in accordance with the following schedule:

 

(a)

a Five-year (5) Option granted for the purchase of Five-Hundred Thousand (500,000) shares at Sixteen cents ($.16), vesting immediately upon the execution of the FSA; and

(b)

a Five-year (5) Option granted for the purchase of Five Hundred Thousand (500,000) shares at Sixteen cents ($.16), vesting on the one-year anniversary date of FSA Agreement, or earlier if Mr. David is terminated without cause.

  

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01. Financial Statements and Exhibits.

 

10.1

Future Services Agreement dated February 19, 2016

 

 
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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.

 

 

 

Turbine Truck Engines, Inc.

 

    
Dated: February 25, 2016By:/s/ Enzo Cirillo

 

 

 

Enzo Cirillo

 

 

 

Interim CEO and Board Chairman

 

 

 

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EXHIBIT 10.1

 

FUTURE SERVICES AGREEMENT

 

This FUTURE SERVICES AGREEMENT is entered into this 19th day of February, 2016, between TURBINE TRUCK ENGINES, INC., a Nevada Corporation (the "Company") located at 11120 NE 2nd Street, Suite 200, Bellevue, Washington 98004, and CHRISTOPHER DAVID, an individual residing in Washington State, currently acting as the Companies' President, Secretary, Treasurer and Director (the "Executive").

 

RECITALS

 

A. The Company is a Nevada development stage, small-reporting corporation, that develops products and services which it retains, offers for sale, or licenses to third parties.

 

B. The Executive is an individual who has knowledge and abilities useful to the Company and who is currently serving the Company as its President, Secretary, Treasurer and Director.

 

C. The Company desires to provide incentive compensation to the Executive for the services to be performed by Executive.

 

NOW, THEREFORE, in consideration of the mutual promises between the parties, the parties agree as follows:

 

1. Recitals. The recitals as stated in the preamble are true and correct and incorporated herein by reference.

 

2. Term of Agreement. This Agreement shall be effective as of February 19, 2016 and shall continue until December 31, 2017 ("Termination Date"), subject to the termination provisions contained in paragraph 6.

 

3. Duties. During the term of this Agreement, the Executive shall devote a sufficient amount of Executive's time, skill, and experience to manage the Company as its President, Secretary, Treasurer & Director. These are executive management positions. The Executive shall have all the usual powers of a President, Secretary, Treasurer and Director, and this Agreement is entered into solely for the purpose of providing incentive to Executive for the provision of future services to the Company for the period of the Term. The terms and conditions of Executive's performance of his duties shall be subject to the Board's supervision at all times and such terms are not addressed in this Agreement. The Parties shall maintain an open relationship with clear communication and clear determination of duties.

 

 
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4. Compensation. At commencement of the Term of this Agreement, the Company shall pay to Executive the following incentive compensation:

 

The Executive shall be granted Options for the purchase of one million (1,000,000) shares of the Company's restricted Rule 144 common stock, which shall be granted and shall vest in accordance with the following schedule:

 

(a)

a Five-year (5) Option granted for the purchase of Five-Hundred Thousand (500,000) shares at Sixteen cents ($.016), vesting immediately upon the execution of this Agreement; and

(b)

a Five-year (5) Option granted for the purchase of Five Hundred Thousand (500,000) shares at Sixteen cents ($016), vesting on the one-year anniversary date of this Agreement, without further action.

 

In the event that the number of authorized shares is altered, pursuant to stock splits, initial public offerings, or other activity, all of the shares granted to the Executive hereunder shall be adjusted proportionately.

 

5. Executive Benefits. The Executive is entitled to such other Executive Benefits as shall be determined by the Board, from time to time.

 

6. Termination. The Compensation covered by this Agreement is for the Executive's future services to the Company for the Term. This Agreement shall be terminated as of the end of any term, unless the parties renew the same in writing. The Company may terminate Executive at any time, with or without cause, provided however, if the Executive is terminated without cause, all of the Compensation to be paid hereunder shall be deemed fully vested effective as of the date immediately prior to the termination, and is not subject to revocation or return. If the Executive is terminated for cause, the Company shall not be entitled to revoke any Compensation previously vested in accordance with the above schedule. The term "cause" shall mean the Executive must have (i) been willful, gross or persistent in Executive's inattention to Executive's duties or the Executive committed acts which constitute willful or gross misconduct and, after written notice of the same has been given to the Executive and he has been given an opportunity to cure the same within thirty (30) days after such notice; or (ii) found guilty of having committed actual fraud against the Company.

 

7. Notice. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by certified mail to the Executive's address listed below, unless written notice of a change of address has been provided to the Company:

 

Christopher David

Street Address

City, State, Zip Code

 

8. Miscellaneous. Failure of either party to assert any of its rights under this Agreement shall not constitute a waiver of its rights. The waiver by any party of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. This Agreement shall inure to the benefit of, and be binding on, the parties and their successors, heirs, personal representatives, and assigns. This instrument contains the entire agreement of the parties. It may not be changed orally but only by an agreement in writing signed by any party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. If any provisions of this Agreement are declared invalid and unenforceable, the remainder of this Agreement shall continue in full force and effect. This Agreement shall be construed, interpreted, governed, and enforced in and under the laws of the state of Washington except as otherwise provided in this Agreement. Paragraph headings are inserted only for convenience and are not to be construed as part of this Agreement or a limitation of the scope of the particular paragraph to which they refer.

 

9. Attorneys' Fees. In the event that either Party hereto commences litigation against the other to enforce such party's rights hereunder, the prevailing party shall be entitled to recover all costs, expenses and fees, including reasonable attorneys' fees (including in-house counsel), paralegals', fees, and legal assistants' fees through all appeals.

 

 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

 

 

"Company"

TURBINE TRUCK ENGINES, INC.

 

 

"Executive"

Christopher David

 

 

 

 

 

 

 

By:

/s/ Enzo Cirillo

 

By:

/s/ Christopher David

 

 

Enzo Cirillo, Interim CEO

 

 

Christopher David

 

 

and Board Chairman

 

 

 

 

 

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