TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.
EXHIBIT 10.6
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 20, 2007
Xxx Xxxxxxx
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xxx:
As you have been informed by us, Terra Energy & Resource Technologies, Inc. (the “Company”) expects to enter into a Securities Purchase Agreement with at third party, Esterna Ltd, which is anticipated to close in December 2007 (the “Purchase Agreement”). As a material inducement to Esterna to enter into the Purchase Agreement and other good and valuable consideration the receipt of which is hereby acknowledged, you, you, on behalf of yourself, your heirs, privies, executors, administrators, estate, agents and assigns hereby agree to the termination of that certain written Employment Agreement, dated as of January 7, 2005, as may have been amended and supplemented to date (collectively, “Employment Agreement”) between the Company and you as of the date hereof. The Addendum to the Employment Agreement, dated as of September 17, 2007, regarding the termination of stock options shall remain effective. You shall be entitled to retain unencumbered all shares you own and all options you now own. The parties acknowledge that there exists no other written employment agreement between you, on one hand, and the Company and its subsidiaries, on the other hand. In addition, you, on behalf of yourself, your heirs, privies, executors, administrators, estate, agents and assigns release and forever discharge the Company and its subsidiaries and their respective shareholders, officers, directors, estates, affiliates, assigns, successors-in-interest, agents, advisors and employees (collectively, the “Released Parties”), from any and all actions, causes of action and claims whatsoever, known or unknown, suspected or unsuspected, you have ever had, now have, or shall have against any of the Released Parties from the beginning of time for obligations arising out of or in connection to the Employment Agreement or its termination, including any claims for severance of post-termination payments, and the Released Parties release you from any and all actions, causes of action and claims whatsoever, known or unknown, suspected or unsuspected, any of them have ever had, now have, or shall have against you from the beginning of time arising out of or in connection to the Employment Agreement or the termination thereof.
Nothing herein precludes the parties from entering into mutually acceptable new compensation arrangements in consideration of other obligations due to you by the Company, including for your consent to the postponement and/or deferral and/or waiver of salaries and benefits which were due to you under the Employment Agreement and other consideration given
by you to the Company. You may, if you so choose, continue to maintain your present office(s)/position(s) on an at-will basis.
Sincerely,
Terra Energy & Resource Technologies, Inc.
(on behalf of itself and its subsidiaries)
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By: /s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx | ||
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Title: |
Director |
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Agreed to and confirmed:
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/s/ Xxx Xxxxxxx |
Xxx Xxxxxxx
