SETTLEMENT AGREEMENT
This Settlement Agreement made as of February 4, 2004 by and among
Ventures-National Incorporated d/b/a Titan General Holdings Inc., a Utah
corporation (the "Company"), Irrevocable Children's Trust (the "Trust") and
Xxxxxx Xxxx, an individual residing at _____________ ("Ciri").
WHEREAS, Ciri was employed by the Company as its Chief Executive
Officer pursuant to an employment agreement dated July 29, 2003, and as a
Director, for which services he was entitled to receive certain compensation and
benefits;
WHEREAS, effective December 31, 2003, Ciri resigned as an executive
officer of the Company and each of its subsidiaries and effective February 4,
2004, he resigned as a Director of the Company and each of its subsidiaries;
WHEREAS, pursuant to an oral agreement between the Trust and Ciri, the
Trust has agreed to deliver 350,000 shares (the "Trust Shares") of common stock,
par value $0.001 per share, of the Company ("Common Stock") to Ciri upon
surrender by Ciri[, at his sole option on or prior to December 31, 2005,] to the
Trust for cancellation of the warrant (the "Ciri Warrant") to purchase 1.0
million shares of Common Stock; and
WHEREAS, in connection with such resignations, the parties desire to
settle all amounts outstanding under the Employment Agreement and confirm their
obligations in respect of the Trust Shares and the Ciri Warrant.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties agree as follows:
1. PAYMENTS. In full satisfaction of all amounts owing and unpaid by the
Company to Ciri as of the date of this Agreement:
(i) the Company agrees to pay Ciri an aggregate of $50,000 in cash,
payable in 6 equal monthly installments of $8,333.33 per month
commencing February 20, 2004; and
(ii) the Trust agrees to deliver the Trust Shares, free and clear of
any liens or encumbrances (other than applicable securities law
restrictions) to Ciri upon surrender by Ciri of the Ciri Warrant
free and clear of all liens and encumbrances, on or prior to
December 31, 2005.
2. RELEASE FROM LEASES. The Company agrees that it shall cause Ciri to be
removed as a co-signer on the leases between the Company and Nissan
Corporation and Avelon Leasing Corp. by no later than February 28, 2004
and shall provide written evidence of such removal to Ciri on or before
such date.
3. NO SETOFF. The obligation of the Company and the Trust to make the
respective payments or deliveries (as the case may be) provided for in
this Agreement, are absolute and unconditional and not subject to any
defense, set-off, counterclaim, rescission, recoupment, or adjustment
whatsoever.
4. ATTORNEY FEES. Each party shall pay his or its own attorneys' fees, costs
and expenses
1
related to this Agreement.
5. EFFECTIVENESS. This Agreement shall become effective upon the execution
and delivery by the parties hereto.
6. NOTICES. Unless otherwise provided herein, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be
in writing (including by telecopy) and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when
delivered, or three business days after being deposited in the mail,
postage prepaid, or, in the case of telecopy notice, when received,
addressed as set forth on the signature pages hereof or to such other
address as may be hereafter notified by the respective parties hereto.
7. AMENDMENTS AND WAIVERS. No provision hereof shall be modified, altered or
limited except pursuant to a written instrument executed by the parties
hereto.
8. SEVERABILITY. In the event that any court of competent jurisdiction shall
determine that any provision, or any portion thereof, contained in this
Agreement shall be unreasonable or unenforceable in any respect, then such
provision shall be deemed limited to the extent that such court deems it
reasonable and enforceable, and as so limited shall remain in full force
and effect. In the event that such court shall deem any such provision, or
portion thereof, wholly unenforceable, the remaining provisions of this
Agreement shall nevertheless remain in full force and effect.
9. COUNTERPARTS. This Agreement may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original and all of which
shall together constitute one and the same agreement.
10. CAPTIONS. The captions of the Sections of this Agreement have been
inserted for convenience only and shall not in any way affect the meaning
or construction of any provision of this Agreement.
11. SUBMISSION TO JURISDICTION. Each of the parties hereto irrevocably agrees
that any legal action or proceeding with respect to each Settlement
Document or for recognition and enforcement of any judgment in respect
hereof brought by any other party hereto or its successors or assigns may
be brought and determined in the courts of the State of New York, and each
party hereto hereby irrevocably submits with regard to any such action or
proceeding for itself and with respect to its property, generally and
unconditionally, to the nonexclusive jurisdiction of the aforesaid courts.
12. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
2
IN WITNESS WHEREOF the parties hereto or an officer thereof duly
authorized have executed this Agreement as of the day and date first set forth
above.
/s/ XXXXXX XXXX
------------------------------
Xxxxxx Xxxx
VENTURES-NATIONAL INCORPORATED
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxxx X Xxxxxxx
Title: President and Chief Executive Officer
IRREVOCABLE CHILDREN'S TRUST
By: /s/ XXXXX X. XXXXX
------------------------------
Name: Xxxxx Xxxxx
Title: Trustee
3
