EXHIBIT 10.14
STOCK PURCHASE
LOAN AGREEMENT
This Loan Agreement ("Agreement") is made this 8th day of October, 1999
by and between Radyne ComStream Inc., a New York corporation ("the Company")
with principal offices at 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxx, 00000 and Xxxxx
Xxxxx, (the "Employee") whose address is, 0000 Xxxx Xxxx Xxxxxx, Xxxx, Xxxxxxx
00000.
WHEREAS the Board of Directors of the Company has determined that the
Company shall lend to the Employee that certain amount as stated elsewhere
herein for the sole purpose of purchasing stock of the Company represented by
stock options the Company has previously granted to the Employee; and
WHEREAS the Company's Board of Directors intends that the Company
forgive the loan made to the Employee, one-half of which will be forgiven on the
first anniversary of the loan and the other half of which shall be forgiven on
the second anniversary of the loan; and
WHEREAS the Company's Board of Directors intends that the loan, the
interest thereon and its forgiveness shall be without expense to the Employee
from the burden of federal, FICA/MEDICARE or state taxation
NOW, THEREFORE the parties agree and covenant as follows;
I
COMMITMENT
Subject to the terms and conditions of the Agreement, the Company
agrees to lend to the Employee as of the date first stated above, the amount of
Fifty Thousand dollars ($50,000.00) (hereinafter the "Loan"). The entire
proceeds of the loan shall be used for the sole purpose of the Employee to
exercise and purchase Company stock represented by stock options currently
available for exercise by the Employee. Such proceeds shall be used to pay only
the portion of the exercise price of the options that is in excess of the sum of
the par value of the underlying shares ($.002 per share) and the amount of any
cash bonus payable to the Employee pursuant to the terms of the options.
II
NOTE EVIDENCING THE LOAN
The Loan shall be evidenced by a promissory note (the "Note") showing
the date of making the note being the same date as first appears above. The note
shall be in a form that is acceptable to both the Company and the Employee. The
Note shall reference
the Agreement. The Note shall be payable to the Company in the principal amount
of Fifty Thousand dollars ($50,000.00).
III
INTEREST AND TERM OF LOAN
The unpaid principal amount from time to time outstanding shall bear
interest at the rate of five Percent per annum, (5%). The term of the Loan
("Term") shall be Two (2) years commencing on the date first stated above.
IV
REPAYMENT AND FORGIVENESS OF LOAN
The Company and the Employee agree that, conditioned on the continuous
employment by the Company of the Employee, the Company shall forgive repayment
of One-Half (1/2) of the Loan amount, along with the accrued interest to that
date, on the first anniversary of the date of the Note and One-Half (1/2), along
with all remaining accrued interest, at the end of the Term. The Company agrees
that the Company will provide the Employee with additional compensation at the
time of such forgiveness to cover Employee's net federal and state income tax
liability on the amount (including interest) forgiven and the amount of such
additional compensation.
V
LOAN AGREEMENT IS NOT AN EMPLOYMENT CONTRACT
The Company and the Employee acknowledge and agree that the
parties do not intend the Agreement in any way to be construed as an employment
agreement. However, should the employee at any time during the Term voluntarily
sever the employment relationship with the Company or should the Company sever
the employment relationship with the Employee for cause, any portion of the Loan
(including interest) not yet forgiven shall become immediately due and payable.
Termination for cause shall be limited to situations where the Employee is
convicted of a felony or a crime involving moral turpitude, is grossly negligent
in the performance of his duties as the Company's [president and chief executive
officer] [executive vice president and chief technical officer] [vice president,
finance and chief financial officer], persistently and willfully fails or
refuses to perform such duties, or knowingly engages in wrongful misconduct
resulting in substantial damage to the Company. The termination of the
Employee's employment at will due to the death, mental or physical disability of
the Employee shall not be deemed voluntary termination under the Agreement.
VI
COVENANT OF NON-COMPETITION
In consideration of the Company's covenants set forth in Article IV of
this Agreement, the Employee hereby confirms his obligations set forth in the
employment agreement between him and the Company, dated February 1, 1995 (the
so-called Radyne Termsheet), including but not limited to his covenant (whether
or not a separate non-competition agreement has been executed as required by
Paragraph 4 of such employment agreement) to refrain from ownership of,
operation of, or employment (as an employee, consultant, independent contractor
or otherwise) by, any entity or business that competes with the Company, during
the two-year period commencing on the date on which his employment by the
Company is terminated either involuntarily for cause or voluntarily, in either
case within the meaning of Article V of this Agreement. This covenant may be
enforced by the Company via injunctive relief and/or an action for damages.
VII
TIME IS OF THE ESSENCE
Time is of the essence of the Agreement.
VIII
ADDITIONAL DOCUMENTS
Each party shall execute, acknowledge and deliver such additional
documents, writings of assurances as the other may periodically require so as to
give full force and effect to the terms and provisions of the Agreement.
IX
The terms and provisions of the Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
X
COUNTERPARTS
The Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute but one and
the same instrument.
XI
ENTIRE AGREEMENT
This instrument contains the entire agreement of the parties and no
previous representations, inducements, promises of agreements, oral or
otherwise, shall be of any force or effect. No change or modification to the
Agreement shall be valid and enforceable unless the same is in writing and
signed by the party against whom such change or modification is sought to be
enforced.
XII
APPLICABLE LAW
The Agreement shall be governed by the laws of the State of Arizona.
The parties agree that the venue of any and all litigation that may arise
concerning the Agreement shall be limited to Maricopa County, State of Arizona.
In witness whereof, this agreement has been signed by the Employee and
the Company effective as of the date first appearing above.
The Company Employee
Radyne ComStream Inc.
By: /s/ Xxxxxx X. Fitting /s/ Xxxxx Xxxxx
-------------------------- -------------------------
Its: President
