TTR TECHNOLOGIES INC
EX-10.8
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<TYPE>EX-10.8
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<FILENAME>tex10_8-2084.txt
<DESCRIPTION>EX-10.8
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                                  EXHIBIT 10.8


TERMINATION AND SETTLEMENT AGREEMENT

TERMINATION AND SETTLEMENT AGREEMENT made as of the 28 day of January, 2004 (the
"Effective Date"), by and between TTR Technologies, a Delaware corporation, with
offices at 4424 16th Avenue, Brooklyn, New York, ("TTR") and Judah Marvin
Feigenbaum residing at 124 West 60th St. Apt 33L, New York, NY 10023, ("JMF")

       WHEREAS, JMF currently serves as TTR's acting Chief Executive Officer
pursuant to a verbal at-will agreement and concurrently serves as a Director on
the Board of Directors of TTR; and

       WHEREAS, TTR and JMF desire to terminate JMF's employment with the
Company and his service on the Company's Board of Directors, all on the terms
and conditions set forth herein.

       NOW, THEREFORE, in consideration of the terms and conditions hereafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

       1.       Resignation of Positions by JMF. By his execution of this
Agreement, JMF hereby resigns, effective as of the Effective Date, from his
position as TTR's Chief Executive Officer and as a Director of TTR, and shall no
longer hold any position of employment with TTR and/or any of its affiliates and
subsidiaries, including, without limitation, directorships and executive
management positions.

The parties acknowledge and agree that JMF's signature to this Agreement shall
serve as adequate and complete legal notice to TTR of his resignation as a
director, officer, employee, and member of management of TTR.

The parties acknowledge and agree that TTR's signature to this Agreement shall
serve as its acceptance of JMF's resignation from these capacities.

       2.       Company Property. Upon or immediately prior to his signature
hereto, JMF shall return to TTR all TTR property then known by either party to
be in JMF's possession.

       3.       Terms Relating to Termination of Association. (i) Subject to the
terms and conditions set forth herein and in consideration of the resignations
and releases contained herein, upon execution and delivery by JMF of this
Agreement TTR hereby agrees to pay, transfer, issue or deliver to JMF the
following (collectively, the items referenced in sub paragraphs (a), (b), (c)
and (d) are referred to as the "Settlement Amount"):

a) remit to JMF a payroll check in the amount of $60,000 and a second payroll
check for all salary owing until January 20, 2004 in the amount of $1,400, in
each case less, deductions and withholdings under applicable law customarily
made by TTR and/or required by law and, by his signature below, JMF hereby
waives any claim to any other payments not otherwise set forth herein;

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b) execute and deliver to JMF five-year options (the "Initial Options") to
purchase 164,406 shares of TTR's common stock, par value $0.001 per share
("Common Stock") at a per share exercise price of $0.56, all on the terms and
conditions contained in the Stock Option Agreement attached hereto as Appendix I
(hereinafter, the "Option Agreement");

c) upon (and subject to) the approval by TTR's stockholders ("TTR Stockholder
Approval") of the consummation of the transactions (collectively, the
"Transaction") contemplated by that certain Development and Licensing Agreement,
dated as of January 6, 2004 (the "Development & Licensing Agreement"), entered
into by TTR and Lucent Technologies, Inc. (the "Developer"), remit a third
payroll check to JMF in the amount of $60,000, less, deductions and withholdings
under applicable law customarily made by TTR and/or required by law and, by his
signature below, JMF hereby waives any claim to any other payments not otherwise
set forth herein; provided, however, that if TTR is served with a formal claim,
filed in court prior to the said stockholder approval, for payment of
compensation to a third party resulting from or related to the Development and
Licensing Agreement, then TTR shall not be required to remit the third payroll
check to JMF until and only if such claim is finally determined in favor of TTR
including a finding that TTR is not required to pay any compensation to such
third party and provided further that TTR is awarded its legal fees as part of
the finding;

d) upon (and subject to) TTR Stockholder Approval of the Transaction AND upon
(and subject to) any grant by TTR within a period of eighteen months from the
Effective Date to any of its non-employee directors currently serving in such
capacity of options/warrants or other securities convertible into shares of
TTR's Common Stock, TTR will execute and deliver to JMF five-year options (the
"Additional Options") to purchase up to 328,812 shares of Common Stock, as
presently constituted (or a pro rata amount thereof upon the happening of any of
the events set forth in Section 8(a) of the Option Agreement), at a per share
exercise price equal to 110% of the last sale price of TTR's Common Stock on the
trading day immediately preceding the date of such grant, and on the other
identical terms and conditions as are contained in the Option Agreement;

e) remit to JMF a check in the amount of $159.63 for all disbursements owing to
JMF to date.

(ii) All taxes, withholdings and deductions payable or due in respect of JMF's
receipt of the Settlement Amount, or any component thereof, not otherwise
deducted by TTR, will be borne by JMF.

       4.       (a) Representation by JMF. By his execution of this Agreement,
JMF represents and warrants to TTR that neither he, nor his immediate family
members or personal holding companies or companies which JMF is a shareholder,
director, employee or officer, did receive, is entitled to or will receive any
"finders fee" or other payment of any kind in respect of or in connection with
the Transaction or any other matter related to the Development and Licensing
Agreement. JMF acknowledges and understands that his representation in this
Section 4(a) is a material inducement for TTR to enter into this Agreement.

(b) Representations by TTR. By its execution of this Agreement, TTR represents

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and warrants to JMF, the following:

TTR has full corporate power and authority to execute and deliver this Agreement
and to assume and perform its obligations hereunder. The execution and delivery
of this Agreement by TTR and the performance of its obligations hereunder,
including, without limitation, the issuance of any securities hereunder, have
been duly authorized by all requisite board and other corporate action on the
part of TTR.

(ii) TTR expressly acknowledges and confirms that the indemnities available to
JMF as an executive officer and director of TTR pursuant to Delaware law and
TTR's certificate of incorporation and by-laws shall continue to apply for acts
performed by JMF as an executive officer and director up to the date of his
resignation, notwithstanding anything to the contrary set forth herein.

         5.     Restrictions on Transfers of Shares Issuable Upon Exercise of
Options (i) In consideration of the payment by TTR of the Settlement Amount and
the releases contained herein, JMF agrees that he will not, directly or
indirectly, sell or otherwise transfer, except by Will or pursuant to the laws
of descent and distribution (provided that the heirs or descendants of JMF shall
obligate themselves to the restrictions of this section), any Stock (as defined
below) through January 31, 2005. Thereafter, JMF will not, directly or
indirectly, except by Will or pursuant to the laws of descent and distribution
(provided that the heirs or descendants of JMF shall obligate themselves to the
restrictions of this section), sell or otherwise transfer, during any calendar
week (a "Calendar Week"), Stock in an aggregate amount exceeding the Weekly
Permitted Amount, without the express written consent of TTR, which consent can
be withheld in TTR's sole discretion. For purposes of this Section 5, the term
"Stock" shall mean shares of Common Stock issuable upon exercise, if any, of the
Initial Options or the Additional Options. The term "Permitted Weekly Amount"
shall mean an amount equal to 15% of the average daily volume of reported
trading in TTR's Common Stock on all national securities exchanges and reported
through the automated quotation system of a registered securities association or
through the over-the-counter bulletin board for the four calendar weeks
preceding the first day of the Calendar Week.

TTR may institute reasonable procedures to enforce the above transfer
limitations such as, but not necessarily limited to, sending written
instructions to all brokers and others holding the Stock for JMF to the effect
that none of the Stock can be transferred to another party or to another agent
or designee, except as specifically provided herein, to assure compliance with
the terms of this Agreement.

Notwithstanding the foregoing, upon a Change in Control in TTR, the transfer
limitations contained in clause (i) of this Section 5 shall no longer apply,
and, other than any limitations on transferability imposed by the applicable
securities laws, rules or regulations, the Stock will be freely tradable. For
purposes of this Agreement, "Change in Control" shall mean a transaction or
series of transactions resulting in either (a) a sale of all or substantially
all of TTR's assets or (b) a merger or consolidation in which TTR's corporate
entity is not the surviving corporation.

       6.       Non-Compete

For a period of one (1) year from the date hereof JMF will not, directly or
indirectly, for his own account or as an employee, officer, director, partner,
joint venturer,

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shareholder, investor, consultant or otherwise (except as an investor in a
corporation whose stock is publicly traded and in which JMF holds less than 5%
of the outstanding shares) engage, directly or indirectly, in the design,
development, production, sale or distribution of any product or component that
competes with a product or component to be provided to TTR under the Development
and Licensing Agreement.

       7.       Releases.

7.1 In consideration of the promises, covenants and releases contained herein,
the adequacy of which is hereby acknowledged, JMF (on his behalf and on behalf
of each of his agents, attorneys, heirs, successors, executors, personal
representatives and assigns) does hereby absolutely and unconditionally waive,
release and forever discharge each of TTR, its affiliates and subsidiaries,
their respective past, present and future officers, directors, shareholders,
employees, agents, attorneys, successors and assigns (hereinafter, the "Company
Released Parties"), from any claims, demands, obligations, liabilities, rights,
causes of action and damages, whether liquidated or unliquidated, absolute or
contingent, known or unknown, from the beginning of time to the Effective Date.
Notwithstanding the foregoing, the rights and obligations set forth in this
Agreement shall remain in full force and effect (including, without limitation,
any future claims of JMF arising under Sections 3 and/or 4 of this Agreement);
no release hereunder shall be construed to release any rights under this
Agreement or any applicable insurance policy, including any officer and director
liability insurance coverage or any errors and omissions coverage; no release
hereunder shall waive any indemnification rights applicable to JMF as a former
officer and Director of TTR or shall be construed to waive any rights JMF has as
a shareholder or a holder of options.

7.2     In consideration of the promises, covenants and releases contained
herein, the adequacy of which is hereby acknowledged, TTR (on its behalf and on
behalf of its affiliates and subsidiaries and each of their respective, past,
present and future officers, directors, employees, attorneys, agents,
successors, executors, and assigns) does hereby absolutely and unconditionally
waive, release and forever discharge JMF (and his agents, attorneys, heirs,
successors, executors, personal representatives and assigns), from any claims,
demands, obligations, liabilities, rights, causes of action and damages, whether
liquidated or unliquidated, absolute or contingent, known or unknown, from the
beginning of time to the Effective Date; provided, however, that the foregoing
release shall not be construed as a waiver of future claims by TTR arising from
JMF's conduct after the Effective Date of this Agreement with respect to his
obligations to TTR pursuant to this Agreement, including, without limitations,
under Sections 5 and 6 of this Agreement or with respect to any representation
made by JMF under this Agreement, including, without limitation, under Section 4
of this Agreement.

       8.       Non-Disparagement. JMF (on behalf of his heirs and personal
representatives), agrees not to make disparaging remarks concerning TTR or its
subsidiaries and affiliates or their respective businesses or any of their
respective employees, consultants, stockholders, directors, affiliates,
subsidiaries or representatives. TTR agrees not to make and to cause its (and
its subsidiaries' and affiliates') employees, directors, affiliates,
subsidiaries to make disparaging remarks concerning JMF. Nothing contained
herein shall be interpreted as affecting either of the parties' obligations to
comply with the specific terms of any valid and effective

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subpoena, oral questions, interrogatories, requests for information, civil
investigative demand or order issued by a court of competent jurisdiction or by
a governmental body.

       9.       Press Release. On or immediately following the Effective Date,
TTR shall (i) issue a press release; and (ii) file with the Securities and
Exchange Commission a Current Report on Form 8-K, both relating to JMF's
resignation. TTR shall provide to JMF a copy of the press release prior to
issuance and filing for his review.

       10.      Reliance. The parties acknowledge and agree that in the
execution of this Agreement, neither has relied upon any representation by any
party or attorney, except as expressly stated or referred to herein.

       11.      Headings. Section and subsection headings are not to be
considered part of this Agreement and are included solely for convenience and
are not intended to be full or accurate descriptions of the content thereof.

       12.      Successors and Assigns. Except as otherwise provided in this
Agreement, all the terms and provisions of this Agreement shall be upon, and
shall inure to the benefit of, the parties hereto and their respective heirs,
personal representatives, successors and assigns.

       13.      Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

       14.      Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous understanding or agreement or letters,
written or verbal, among the parties with respect to the subject matter hereof
other than as expressly referenced herein. No supplement, modification or waiver
or termination of this Agreement or any provision hereof shall be binding unless
executed in writing by the parties to be bound thereby.

       15.      Governing Law, Jurisdiction and Forum. Except as otherwise
expressly provided herein, this Agreement, its validity, construction and effect
shall be governed by and construed under the laws of the State of New York
without reference to its conflict of laws principles. The parties hereby
irrevocably consent to the jurisdiction of the courts of New York County, State
of New York or the United States District Court for the Southern District of New
York for all actions, disputes, controversies, differences or questions arising
out of or relating to this Agreement. Each of TTR and JMF agree that in any
litigation involving the subject matter of this Agreement they waive the right
to a trial by Jury.

       16.      Material Default. In the event JMF materially defaults under the
provisions of Sections 4, 5, 6 or 8 hereof (a "Material Default"), TTR shall
notify JMF thereof in writing. The parties hereto shall then jointly select one
arbitrator mutually acceptable to both parties, which arbitrator shall arbitrate
on an expedited basis TTR's allegations of default. From the date of
notification until determination by the arbitrator, TTR shall not be obligated
to issue and deliver the Additional Options, or if the same have already been
issued, they shall not be exercisable. In the

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event the arbitrator determines that a Material Default occurred, TTR shall not
have to deliver the Additional Options (or if the same have already been issued,
may terminate the same), and JMF shall reimburse TTR for all of its costs and
expenses incurred in connection therewith, including, without limitation,
arbitrator's costs and attorney's fees. If the arbitrator determines that a
Material Default has not occurred, TTR shall reimburse JMF for all of his costs
and expenses incurred in connection therewith, including, without limitation,
arbitrator's costs and attorney's fees. All other claims of one party against
another hereunder, or claims for any other and further remedies sought to be
paid upon a Material Default, shall be enforced only in accordance with Section
15 hereof.

       17.      Severability. If any provision or provisions of this Agreement
shall be held invalid, illegal or unenforceable for any reason whatsoever, the
validity, legality and enforceability of the remaining provisions of this
Agreement (including, without limitation, all portions of any paragraphs of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby.

       18.      Representation. Each of JMF and TTR acknowledges that they have
had the opportunity to consult with legal counsel respecting this Agreement.
Each person executing this Agreement on behalf of a corporation hereby
represents and warrants that he has been authorized to do so by all necessary
corporate action.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


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IN WITNESS WHEREOF, each of the parties has set forth its/ his signature as of
the date first written above.

TTR Technologies,  Inc.


By: /s/ SAM BRILL

Title: CHIEF OPERATING OFFICER



/s/ JUDAH MARVIN FEIGENBAUM
---------------------------
Judah Marvin Feigenbaum


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