Reference is made to that certain Agreement made as of November 25,
1998 (hereinafter, the "Agreement"), between Xxxx Xxxxxx, I.D. No.: 030352462,
residing at Ra'annana, Israel ("Shavit") on the one hand, and TTR Technologies,
Inc., a Delaware company with offices at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx ("TTR
Inc.") and TTR Technologies Ltd., an Israeli company with offices at 0 XxXxxxx
Xxxxxx, Xxxx Xxxx, Xxxxxx ("TTR Ltd." together with "TTR Inc." the "Companies")
on the other hand.
The Parties entered into the Agreement for the purpose of setting forth
their agreements relating to the resignation by Xx. Xxxxxx from the position
held with the Companies. Under the terms of the Agreement, among other things,
TTR Inc. is required to make certain payments to Xx. Xxxxxx and to extend
certain benefits thereto on the terms set forth therein. Additionally, pursuant
to the terms of the Agreement, Shavit's stock options which would have otherwise
vested under his original employment agreement through September 1999 continue
to vest as provided in the Agreement (the "Options"). As of the date hereof, the
unexercised portion of such Options number 40,273 stock Options (the
"Unexercised Options")
Shavit understands that the Company is in the process of filing with
the Securities and Exchange Commission a registration statement relating to
certain Company securities held by certain Company shareholders or the holders
of certain rights in Company securities, (the "Registration Statement"). That
Registration Statement is being filed pursuant to the terms of a Registration
Rights Agreement, dated as May 13, 1999, between the Company and the Initial
Investors named therein.
In consideration of the (i) vesting of any Unexercised Option on the
date on which the Registration Statement is declared effective (the "Effective
Date") (but in any event not later than September 29, 1999) and (ii) inclusion
of the common shares issuable upon the exercise of Shavit's Unexercised Options
in the Registration Statement, by his signature below, Upon the Effective Date,
Shavit hereby irrevocably waives in all respects, at any time prior to or from
and after the date hereof, the Companies' compliance with the provisions of
Section 3(a) and (e) of the Agreement relating to the payment by the Companies
of certain amounts to, and the extension of certain benefits for, Shavit, all as
specified therein, and, irrevocably waives any and all rights and remedies with
respect to the Companies' obligations under the above-specified provisions.
EXCEPT as hereby waived or amended, each and every other provision in
the Agreement shall continue in full force and effect.
Dated as of July 25, 1999
TTR Technologies, Inc.
/s/ XXXX XXXXXX By: /s/ XXXX XXXXXXX
---------------- -----------------------------
Xxxx Xxxxxx Title: President
TTR Technologies Ltd.
By: /s/ XXXX XXXXXXX
-----------------------------
Title: President
