Personal Loan Clause Samples

Personal Loan. The Company has loaned Executive $100,000. In ------------- order to evidence this loan, Executive will execute the Promissory Note attached as Exhibit A. As long as Executive remains employed through August 9, 2000, the Company will fully forgive the loan at that time. If Executive's employment were terminated by the Company Without Cause, or due to death or Disability, prior to August 9, 2000, then the full amount of the loan will be forgiven. Executive, or her estate, will deliver to the Company a check made payable to the Company to pay for all withholding taxes due in connection with any forgiveness of this loan.

Personal Loan. Within three days of the effective date of this -------------- Agreement, as defined above, Employer will lend Employee $75,000 the proceeds of which shall be applied to the exercise of Employee's options as provided below. This loan will be secured by 18,750 shares of the stock Employee receives as a result of exercising vested stock options as provided in Paragraph 2(b)(i).(the "Pledged Shares"). The terms of this loan will be as provided in the Note attached to this Agreement as Exhibit C. Employer and Employee acknowledge and agree that $70,000 of the loan proceeds shall be applied toward the exercise of vested options effective September 29, 1999, and in lieu of the tender made by Employee on that date as follows: (i) $20,000.00 toward exercise of 250,000 options having an exercise price of $0.10 per share; and (ii) $50,000.00 toward exercise of 100,000 options having an exercise price of $0.50 per share. Employer and Employee acknowledge and agree that the remaining $5,000 of the loan proceeds shall be applied toward the exercise of 50,000 options having an exercise price of $0.10 per share, that vested on October 1, 1999. In addition, Employer agrees that, so long as the Pledged Shares are held by Employer, and provided that Employee is not in default under the Note, Employee shall have the right to (a) receive all dividends and other amounts payable to the holder of record of the Pledged Shares; and (b) vote the Pledged Shares on all Employer matters such Shares are entitled to vote, and Employer shall execute due and timely proxies in favor of Employee to such end, whenever such proxies are deemed necessary by Employee.

Personal Loan. The Company agrees to loan Executive an aggregate amount of $2.5 million within 15 days of the Effective Date (the "Personal Loan"). Executive shall execute a recourse promissory note providing for all principal and accrued interest thereunder to be due and payable on the earlier of the fourth anniversary of the promissory note or six months after termination of Executive's employment hereunder ("Maturity Date"), subject to the forgiveness, if applicable, as described below or in Section 6.4. Interest under the promissory note will accrue at 5.37% per annum. Executive may prepay the Personal Loan without premium or penalty. If on the Maturity Date of the Personal Loan (a) Executive is still employed by the Company, (b) the Company has had a "Liquidity Event" and (c) the "Fair Market Value" of the Executive's Purchased Stock (defined in Section 4) (including all proceeds received by the Executive from prior sales) is at least $40 million, then the Personal Loan will be due and payable in full on the Maturity Date. If Executive is not able on the Maturity Date to liquidate or otherwise receive payment on part or all of his Purchased Stock, then the Maturity Date shall be postponed until the first date that he is able to so liquidate or receive payment ("Liquidity Date"). If on the Maturity Date of the Personal Loan, the Executive is still employed by the Company but conditions (b) or (c) above have not been met, the Personal Loan will be forgiven at the rate of $100,000 per month beginning on the Maturity Date of the Personal Loan and continuing until all principal and accrued interest are forgiven, and Executive shall not be considered in default during this period. For purposes hereof, a "Liquidity Event" shall mean an initial public offering or any follow-on public offering; a sale of in excess of 50% of the capital stock of the Company held by its shareholders to an unaffiliated third party; any reorganization, consolidation or merger of

Personal Loan. Notwithstanding any other provisions in this Agreement, in the event the Company determines in its good faith judgment, that any provision of this Agreement is likely to be interpreted as a personal loan prohibited by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “Act”), then such provision shall be modified as necessary or appropriate so as to not violate the Act; and if this cannot be accomplished, then the Company shall use its reasonable efforts to provide the Executive with similar, but lawful, substitute benefits at a cost to the Company not to significantly exceed the amount the Company would have otherwise paid to provide such benefits to the Executive.