EXHIBIT 10.21
DATED - February 28, 2002
WHITBREAD GROUP PLC
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TURBOCHEF TECHNOLOGIES, INC
SETTLEMENT AGREEMENT
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This Settlement Agreement is made on this 28th day of February 2002
between TurboChef Technologies, Inc., having a principal place of business at
10500 Metric Drive, Suite 128, Dallas, TX 75243, USA ("TurboChef"); and
Whitbread Group PLC, having a principal place of business at of CityPoint, One
Ropemaker Street, London EC2Y 9HX ("Whitbread" and, together with TurboChef, the
"Parties").
WHEREAS, Whitbread claims that TurboChef owes Whitbread
(pound)1,000,000 in connection with a dispute under agreements relating to the
supply of certain equipment and maintenance services in respect to the
equipment.
WHEREAS, TurboChef disputes the amounts owed to Whitbread; and
WHEREAS, the Parties desire to settle the Dispute and release and
discharge each other from any and all Claims (as defined below) relating to the
supply of equipment and maintenance (or failure to provide maintenance) by
TurboChef (and any third-party claims relating thereto) in respect of any
equipment and any other matters relating to any agreements entered into or
representations made with respect to such equipment or maintenance, directly or
indirectly, written or oral, from time to time (the "Dispute")
IT IS AGREED AS FOLLOWS:
1. TurboChef will pay (pound)460,000 plus an amount equal to the
value added tax (the "VAT") relating to such payment (the "Total Payment") in
satisfaction of the Dispute, which Total Payment shall be made as follows:
(a) TurboChef will make a payment of (pound)50,000 plus the
portion of the VAT relating to such payment (the "Initial
Payment") to Whitbread on or prior to the close of business
on the fifth business day of the date of this Settlement
Agreement;
(b) TurboChef will make 24 monthly payments (the "Interim
Payment") to Whitbread of (pound)15,000 plus the portion of
the VAT relating to such payment on the last calendar day of
the month, commencing on March 31, 2002 and ending February
29, 2004 and
(c) TurboChef will make a final payment of(pound)50,000 plus the
portion of the VAT relating to such payment (the "Final
Payment") on March 31, 2004.
2. The parties further agree to negotiate the basis upon which a
mutually acceptable press announcement relating to the announcement of the
installation of any certain C3 Ovens by TurboChef may be released.
3. Each of the Parties shall ensure that the terms of the agreement
remain confidential and shall not disclose any details of the claim or this
agreement to any third party, except as required by law, rule, or regulation,
court order or decree.
4. Intending to be legally bound hereby, Whitbread hereby releases
and discharges TurboChef and its subsidiaries, parents, affiliates, employees,
officers, directors, shareholders and agents, whether current or former, and
their respective successors and assigns from all obligations, actions, causes of
action, suits, debts, dues, sums of money, accounts, reckonings, attorneys'
fees, costs, disbursements, bonds, bills, specialities, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgements,
extents, executions, claims and demands whatsoever, in law, admiralty or equity
solely in connection with the Dispute (collectively, the Claims).
5. Intending to be legally bound hereby, TurboChef hereby releases
and discharges Whitbread and its subsidiaries, parents, affiliates, employees,
officers, directors, shareholders and agents, whether current or former, and
their respective successors and assigns from all Claims against Whitbread solely
in connection with the Dispute (collectively, the Claims)
6. The parties hereto incorporate the "WHEREAS" recitals into this
agreement.
This agreement governed by English law.
/s/ Nigel Graham
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Executed for and on behalf of
WHITBREAD GROUP PLC
/s/ Mark Mirken
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Executed for and on behalf of
TURBOCHEF TECHNOLOGIES, INC.
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