Exhibit 10.1
TTI HOLDINGS OF AMERICA, CORP
000 Xxxxxxx Xxxxxx - 0xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(212) 759 8899
October 31, 2001
Xxxxxx X. Xxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Andy:
This letter agreement confirms the terms and conditions upon which you and TTI
Holdings of America, Corp. ("TTI") agree with regard to the termination of your
employment by TTI as a result of the recent organizational assessment and
restructuring.
1. You shall resign as Chief Executive Officer and President of TTI effective
November 1, 2001. You will remain on the Board of Directors as its Chairman,
standing for re-election at TTI's next annual meeting.
2. TTI agrees to transfer to you 200,000 shares of its Common Stock, $.0001 par
value per share, in consideration of you contributing to TTI your claim for
$41,000, representing the cash advances you have made from time to time to TTI
and still outstanding. The shares shall bear a "restrictive legend" in
accordance with Regulation D under the Securities Act of 1933, as amended and
may not be offered, transferred or sold absent an effective registration
statement under such Act or an exemption thereto.
3. You hereby release and forever discharge TTI from any and all claims,
demands, damages, debts, liabilities, obligations, liens and causes of action of
every kind and nature whatever, whether known or unknown, which you now have or
at any time heretofore ever had against TTI, including but not limited to those
which are in any way related to your employment with TTI or the termination of
that employment, and you agree not to initiate any claim, demand, or cause of
action, legal or otherwise, against the TTI, or any other employee, officer,
director, agent or representative of TTI . You also agree that this release
covers, but is not limited to, claims arising under the Age Discrimination in
Employment Act of 1967, as amended by the Older Workers Benefit Protection Act
of 1990, Title VII of the Civil Rights Act of 1964, as amended, the Employee
Retirement Income Security Act of 1974, as amended, the Worker Adjustment and
Retraining Notification Act of 1988, the Americans with Disabilities Act of
1990, the Family and Medical Leave Act of 1993 and any other federal, state or
local law dealing with discrimination on any basis, including sex, race,
national origin, veteran status, marital status, religion, disability, or age.
If you violate this release by suing TTI, or those associated with TTI, you
agree that you will pay all costs and expenses of defending the suit incurred by
TTI or those associated with TTI, including reasonable attorneys' fees.
4. You are advised to, and have consulted with, an attorney of your choice at
your expense before signing this Agreement and release.
5. The terms of this Agreement are confidential and should not be disclosed
other than to your lawyer or as required by law. TTI has the right to disclose
this Agreement in accordance with its responsibilities as a publicly trading
company.
6. The failure of a party to this Agreement to insist upon strict adherence to
any of the terms of this Agreement on any occasion will not be considered a
waiver, or deprive that party of the right thereafter to insist upon strict
adherence to that term of this Agreement. Any waiver must be in writing.
7. This Agreement, the rights of the parties in, under and to the Agreement and
any dispute or action relating to this Agreement (whether in contract, tort or
otherwise) will be governed by, construed and enforced in accordance with the
laws of New York applicable to agreements made and performed entirely in that
State. Any legal actions, suits or proceedings arising out of this Agreement
(whether arising in contract, tort or otherwise), will be brought exclusively in
a federal or state court located in the State of New York having jurisdiction of
those courts with respect to any legal actions, suits or proceeding (whether
arising in contract, tort or otherwise) arising out of this Agreement. In the
event of any legal action, suit or proceeding, the parties wave their right to a
jury trial.
8. This Agreement represents the entire understanding between us and supercede
and cancels any and all prior negotiations, undertakings and agreements between
us, whether written or oral, with respect to the subject matter of the Agreement
and release. This Agreement may be amended, modified, waived or terminated only
by a written instrument signed by both parties to this Agreement.
9. This Agreement will inure to be the benefit of and will be binding upon each
of us and our respective successors, permitted transferees and assigns.
10. Each of us will take or perform such actions as reasonable requested by the
other party, including the execution of any additional documents, in order to
carry out the intent of, and to facilitate and effectuate the actions
contemplated by this Agreement.
Very truly yours,
TTI Holdings of America Corp.
By: /s/ Xxxxxx X. Xxxxxxx
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Accepted and Agreed
This 31st day of October, 2001
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
