SETTLEMENT AGREEMENT between and

Exhibit 10.1

SETTLEMENT AGREEMENT

between

M.T.M. s.r.l., based in Cherasco (Xxxxx), Via La Xxxxx n. 1 (C.F.: 00525960043), in the person of Board Chairman, Xx. Xxxxxxx Xxxxxxxxxx (hereinafter also “MTM” or the ”COMPANY”) on the one hand –

and

Mr. Pier Xxxxxxx XXXXXXXXXX, born in Narzole  on july 22nd 1952

(C.F.:CST PNT 52L22 F846E ) (hereinafter also “Pier Xxxxxxx Xxxxxxxxxx”) on the other hand –

Whereas

- Mr. Pier Xxxxxxx Xxxxxxxxxx carried out a  relationship as Manager and Amministratore Delegato for MTM since to 1977 as of to February 5 2014 ;

- Pier Xxxxxxx Xxxxxxxxxx delivered to the Company his resignation from the position of General Manager and Amministratore Delegato of the Company but he is willing to continue to keep the position of Director of the Board of the Company.

That said it is

agreed

as follows

- 1) The relationship among the Company and Pier Xxxxxxx Xxxxxxxxxx as General Manager and “Amministratore Delegato” has been terminated as of February 5th  2014  as a consequence of the delivery of the letter of resignation as General Manager.

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- 2) As settlement, with the purpose to prevent any disputes that may find occasion in the aforesaid previous relationship, MTM undertakes to pay to Mr. Pier Xxxxxxx Xxxxxxxxxx  the  lump sum of € 350.000. (threeundredfiftythousant euro)

The above mentioned amount will be paid within 2 ( two) settlement  as lump indemnification and discharge of whatever possible Pier Xxxxxxx Xxxxxxxxxx’x claims as, for example, vacation accrued but not done, indemnity in lieu of notice, supplementary lump indemnity and, in any case, as  all embracing additional compensation of any kind related to the termination of the aforesaid relationship.

The parties undertake that the above mentioned lump sum is comprehensive of the amount of € 50.000 ( fiftythousant euro) that are paid as consideration for the non competion covenant as set forth in article [6].

- 3) The above mentioned lump sum will be paid to Pier Xxxxxxx Xxxxxxxxxx by MTM in [2 ( two)] equal installments due at the  end of june 2014 and December 2014 ,

- 4) Mr. Pier Xxxxxxx Xxxxxxxxxx shall remain member of the Board of Director of MTM until the approval of the Financial Statements as of 31.12.2015, and in this timeframe will remain committed to support and mentor the person who will assume his duties as General Manager of MTM and functions and shall forward to him/her all necessary information;

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- 5) Mr. Pier Xxxxxxx Xxxxxxxxxx undertake to keep confidential all information acquired during its relationship and shall return before end of june 2014 , all the company assets in its possession (as for example personal computer, cell phone, credit cards) toghether with any documents, data and / or information in its possession related to the activity of MTM. The assigned car used till now ( Mercedes CLS 500 plate number CV 484 NG registered on June 15th, 2005 with today book value = 0 will be transferred to Pier Xxxxxxx Xxxxxxxxxx at the symbolic price of 500 euro with transfer of owner registration at his charge.

- 6) Mr. Pier Xxxxxxx Xxxxxxxxxx undertake to not  perfom any activity and not operate until June 30th 2016: either directly or indirectly, either as an employee and / or contributor and / or any other form in competition with MTM: as consideration for this non competition covenant it has been recognized to him the amount of € 50.000 ( fiftythousant ) that has been included in the lump sum specified in article 2 and that shall be discharged as provided in article 3.

- 7) Mr. Pier Xxxxxxx Xxxxxxxxxx and MTM mutually acknowledge that as result of the correct execution of this transaction they will not have anything to claim each other for any reason, title and / or cause having been all right, claim or action being settled and still the same expressly waived contemporary with the execution of this agreement.

Signed in Cherasco on May 28, 2014		FSS acknowledge receipt
/s/ Pier Xxxxxxx Xxxxxxxxxx		/s/ Xxxx Xxxxxx
		/s/ Xxxxxxx Xxxxxxxxxx

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