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EXHIBIT 10.8
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TERMINATION & SETTLEMENT AGREEMENT
This AGREEMENT (this "Agreement") is made as of February __,
2007, by and between Deep Field Technologies, Inc., a New Jersey
corporation
(the "Company"), having an office at 750 Rt. 34, Matawan, New
Jersey 07747 and
Jerome Mahoney, an individual, having an office at 750 Rt. 34,
Matawan, New
Jersey, 07747 ("Mahoney").
W I T N E S S E T H:
WHEREAS, prior to the date hereof, Mahoney was employed as the
Chairman of the Board of Directors of the Company (the
"Board");
WHEREAS, the Company has entered into a Securities Exchange
Agreement (as defined below) whereby it has agreed to exchange
certain of its
shares for joint venture interests in Beijing Sino-US Jinche
Yingang Auto
Technological Service Limited, a cooperative joint venture
organized under the
laws of The People's Republic of China ("Jinche"), pursuant to the
Securities
Exchange Agreement;
WHEREAS, as a condition to the consummation of the transaction
contemplated by the Securities Exchange Agreement, Mahoney is
required to resign
as Chairman of the Board, and the Employment Agreement, dated
August 3, 2004, by
and between the Company and Mahoney (as amended, the "Employment
Agreement"), is
required to be terminated; and
WHEREAS, the Company and Mahoney now desire to settle all
obligations owing by the Company to Mahoney, including, without
limitation,
obligations under the Employment Agreement and that certain
Promissory Note,
dated August 5, 2005, made by the Company in favor of Mahoney (the
"Promissory
Note").
NOW, THEREFORE, in consideration of the premises, the parties
agree as follows:
1. Outstanding Obligations and Settlement.
(a) The Company recognizes and acknowledges that, as of the
Closing Date, __________________ Dollars ($____________) in accrued
and unpaid
salary, bonuses and other amounts and One Hundred Ninety Thousand
Dollars
($190,000) in principal amount of indebtedness (plus accrued and
unpaid interest
in the amount of $____________) is due and owing to Mahoney
pursuant to the
Promissory Note (the "Note Obligations"). In full satisfaction of
the Note
Obligations, the Company and Mahoney shall execute and deliver a
consulting
agreement, substantially in the form of Exhibit A hereto (the
"Consultant
Agreement") pursuant to which the Company shall issue to Mahoney
One Million
(1,000,000) shares of the Company's Class A Common Stock, no par
value per share
("DFT Common Stock").
(b) The Company recognizes and acknowledges that the Company
had certain outstanding obligations to compensate Mahoney under
Section 4(f) of
the Employment Agreement for arranging and structuring the
transactions
contemplated by that certain Amended and Restated Securities
Exchange Agreement,
dated as of January 25, 2007, by and among the Company, Jinche, and
the joint
venture participants (the "JV Participants") named therein (as
<PAGE>
amended, the "Securities Exchange Agreement"). Mahoney hereby
agrees to forego
receipt of such compensation and to release the Company from such
obligation.
(c) Mahoney agrees that any obligation of the Company to pay
any other amount (other than the consideration due under the
Consultant
Agreement and the obligations of the Company under Section 1(a)
hereof) in
connection with the Employment Agreement and, except as otherwise
expressly
provided herein, any such obligation is terminated and of no
further force and
effect.
2. Termination. The Employment Agreement is hereby terminated,
and,
upon the issuance of the shares referred to in Section 1(a), the
Note
Obligati
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