EXHIBIT 10.15
PROMISSORY NOTE
STOCK PLEDGE/SECURITY AGREEMENTS
$28,000.00 March 18, 0000
Xxxxxxxx, Xxxxxxxxxx
FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby
acknowledged, XXXX XXXXXXXXXX, A MARRIED MAN (hereinafter "MAKER"), hereby
promises to pay to STAAR SURGICAL COMPANY, A DELAWARE CORPORATION, or order
(hereinafter "HOLDER"), at the address hereinbelow designated on the
signature page of this Note, or such other place as Holder may designate by
written notice to Maker, the principal sum hereinbelow described (hereinafter
the "PRINCIPAL AMOUNT"), together with interest thereon, in the manner and at
the times hereinbelow provided and subject to the terms and conditions
hereinbelow described.
1. PRINCIPAL AMOUNT.
The Principal Amount means the sum of Twenty Eight Thousand No/100
Dollars ($28,000.00)
2. INTEREST.
Interest on the Principal Amount from time-to-time remaining unpaid
shall accrue from the date of this Note at the lesser of eight percent (8%)
or that fixed rate of interest (as of the date of this Note) which equals the
minimum applicable rate of simple interest (as of the date of this Note)
which will avoid the imputation of income to Maker. Interest shall be
computed on the basis of a three hundred sixty (360) day year and a thirty
(30) day month.
3. PAYMENT OF PRINCIPAL AND INTEREST.
Subject to Paragraph 7, the Principal Amount and accrued and unpaid
interest on the Principal Amount and all other indebtedness under this Note
shall be paid on February 28, 1994. Until such date, all interest on this
Note shall accrue.
4. PREPAYMENTS.
Maker shall have the right to prepay any portion of the Principal
Amount without prepayment penalty or premium or discount.
5. MANNER OF PAYMENTS/CREDITING OF PAYMENTS.
Payments of any amount required hereunder shall be made solely in
lawful money of the United States, without deduction or offset, and shall be
credited first against accrued but unpaid interest, if any, and thereafter
against the unpaid balance of the Principal Amount.
6. SECURITY.
The payment of this Note is secured by a Stock Pledge/Security
Agreement (hereinafter the "SECURITY AGREEMENT") executed by Maker in favor
of Holder of even date herewith with respect to certain common stock of
Holder owned by Maker. The Security Agreement contains provisions for
acceleration of the maturity of this Note on the occurrence of certain
described events.
7. ACCELERATION UPON DEFAULT.
At the option of Holder, all or any part of the indebtedness of
Maker hereunder shall immediately become due and payable, irrespective of any
agreed maturity, upon the happening of any of the following events of default
("EVENT OF DEFAULT"):
(a) Upon the occurrence of any event of default described under
the Security Agreement;
(c) If any of the following events constituting default occurs,
provided, however, that if any such event of default is reasonably
susceptible of being cured, Maker shall be entitled to a grace period of
thirty (30) days following written notice of such event of default to cure it,
and further provided, that if such event of default is of such character as
to reasonably require more than thirty (30) days to cure, Maker has promptly
commenced to cure said events of default within the thirty (30) day period
and uses reasonable diligence thereafter in curing such events of default,
the thirty (30) day period shall be reasonably extended (but not to exceed
one hundred twenty days (120)):
(i) If Maker shall breach any non-monetary condition or
obligation imposed on Maker pursuant to the terms of this Note;
(ii) If Maker shall make an assignment for the benefit of
creditors;
(iii) If a custodian, trustee, receiver, or agent is
appointed or takes possession of substantially all of the property of Maker;
(iv) If Maker becomes insolvent as that terms is defined in
Section 101(26) of Title 11 of the United States Code;
(v) If maker shall (A) file a petition with the Bankruptcy
Court under the Bankruptcy Code, or (B) otherwise file any petition or apply
to any tribunal for appointment of a custodian, trustee, receiver, or agent
of Maker, or commence any proceeding related to Maker under any bankruptcy or
reorganization statute, or under any arrangement, insolvency, readjustment of
debt, dissolution, or liquidation law of any jurisdiction, whether now or
hereafter in effect;
(vi) If any petition is filed against Maker under the
Bankruptcy Code and either (A) the Bankruptcy Code orders relief against
Maker under the chapter of Bankruptcy Code under which the petition was
filed, or (B) such petition is not dismissed by the Bankruptcy Court within
thirty (30) days of the date of filing;
(vii) If any petition or application of the type described in
Subparagraph (v)(A) above is filed against Maker, or any proceeding of the
type described in Subparagraphs (v)(A) or (v)(B) above is commenced, and
either (1) Maker, by any act, indicates his approval thereof, consent
thereto, or acquiescence therein, or (2) an order is entered appointing any
such custodian, trustee, receiver, or agent, adjudicating Maker bankrupt or
insolvent, or approving such petition or application in any such proceeding,
and any such order remains in effect for more than thirty (30) days;
(viii) If any attachment, execution, or other writ is levied
on substantially all of the assets of Maker and remains in effect for more
than
fifteen (15) days.
8. COLLECTION COSTS AND ATTORNEYS' FEES.
(a) Maker agrees to pay Holder all costs and expenses, including
actual attorneys' fees, paid or incurred by Holder in connection with the
collection or enforcement of the Note or any instrument securing payment of
this Note, including defending the priority of such instrument or as a result
of foreclosure against, or conducting a trustee sale thereunder.
(b) In the event any party institutes or should the parties
otherwise become a party to any action or proceeding in connection with the
enforcement or interpretation or collection of this Note or any instrument
securing payment of this Note, or for damages by reason of any alleged breach
of this Note or any provision hereof or any alleged breach of any instrument
securing payment of this Note or any provision thereof, or for a declaration
of rights in connection with this Note or any instrument securing payment of
this Note, or for any other relief, including equitable relief, in connection
with this Note or any instrument securing payment of this Note, the
prevailing party in any such action or proceeding shall be entitled to
receive from the non-prevailing party all costs and expenses including,
without limitation, actual attorneys' and other fees incurred by the
prevailing party in connection with such action or proceeding.
9. NOTICE.
Any notice to Maker provided for in this Note shall be given by
personal delivery or by express mail, Federal Express, DHL or similar
airborne/overnight delivery service, or by mailing such notice by first class
or certified mail, return receipt requested, addressed to Maker at the
address set forth below where this Note is executed, or to such other address
as Maker may designate by written notice to Holder. Any notice to Holder
shall be given by personal delivery or by express mail, Federal Express, DHL
or similar airborne/overnight delivery service, or by mailing such notice by
first class or certified mail, return receipt requested, to Holder at the
address set forth below where this Note is executed, or at such other address
as may have been designated by written notice to Maker. Mailed notices shall
be deemed delivered and received three (3) days after deposit in accordance
with this provision in the United States mail.
10. USURY COMPLIANCE.
All agreements between Maker and Holder are expressly limited, so
that in no event or contingency whatsoever, whether by reason of the
consideration given with respect to this Note, the acceleration of maturity
of the unpaid Principal Amount and interest thereon, or otherwise, shall the
amount paid or agreed to be paid to Holder for the use, forbearance, or
detention of the indebtedness which is the subject of this Note exceed the
highest lawful rate permissible under the applicable usury laws. If, under
any circumstances whatsoever, fulfillment of any provision of this Note or
any agreement securing payment of this Note or executed in connection with
this Note after timely performance of such provision is due, shall involve
transcending the limit of validity prescribed by law which a court of
competent jurisdiction deems applicable, then the obligations to be fulfilled
shall be reduced to the limit of such validity, and if, under any
circumstances whatsoever, Holder shall ever receive as interest an amount
that exceeds the highest lawful rate, the amount that would be excessive
interest shall be applied to the reduction of the unpaid Principal Amount
and/or late charges under this Note and not to the payment of interest, or,
if such excessive interest exceeds the unpaid balance of the Principal Amount
and/or late charges under this Note, such excess shall be refunded to Maker.
11. GENERAL
(a) No delay or omission on the part of Holder in exercising any
rights under this Note or under any instrument given to secure this Note, on
default by Maker, including, without limitation, Holder's right to
accelerate, nor reinstatement of this Note by Holder after such exercise,
shall operate as a waiver of Maker's right to exercise such right or of any
other right under this Note or the instruments given to secure this Note, for
the same default or any other default.
(b) Except for the provision of written notice hereinabove set
forth, Maker hereby waives presentment for payment, demand, protest, notice
of protest and notice of dishonor, and all other notices to which Maker might
otherwise be entitled, and further waives the right to require Holder to
proceed against any security for this Note before proceeding against Maker,
and further waives all defenses based on release of security or extension of
time or other indulgence given in respect to payment of this Note.
(c) Holder shall have the right to sell, assign, or otherwise
transfer, either in part or in its entirety, this Note, and any instrument
evidencing or securing the
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indebtedness of this Note (provided such instrument is transferred as
security for the portion of the Note which is conveyed), without the consent
of Maker. The assignment of this Note by Holder shall be ineffective until
actual notice of same is received by Maker. Maker shall have no right to
delegate its duties under this Note or any instrument securing this Note
without the written consent of Holder, which consent Holder shall not
unreasonably withhold, provided, however, no delegation of such duties or
obligations shall release Maker from any duty or obligation under this Note
or instrument securing payment of this Note.
(d) Subject to the foregoing Subparagraph (c), this Note and all of
the covenants, promises, and agreements contained in it shall be binding on
and inure to the benefit of the respective legal and personal
representatives, devises, heirs, successors, and assigns of Maker and Holder.
(e) This writing is intended by the parties to be an integrated and
final expression of this Note and also is intended to be a complete and
exclusive statement of the terms of that agreement. No course of prior
dealing between the parties, no usage of trade, and no parol or extrinsic
evidence of any nature shall be used to supplement, modify or vary any of the
terms hereof. There are no conditions to the full effectiveness of this Note
except as specifically provided herein.
(f) If any provision of this Note, or the application of it to any
party or circumstance, is held to be invalid, the remainder of this Note,
and the application of such provision to other parties or circumstances,
shall not be affected thereby, the provisions of this Note being severable in
any such instance.
(g) This Note shall be governed by, interpreted under and construed
and enforced in accordance with the laws of the State of California
applicable to contracts entered into in the State of California, by residents
of the State of California, and intended to be performed entirely within the
State of California. Any action to enforce payment of this Note shall be
filed and heard solely in the Municipal or Superior Court of Los Angeles
County, California.
(h) Time is of the essence for each and every obligation under this
Note.
MAKER:
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/s/ Xxxx Xxxxxxxxxx
------------------------
Xxxx Xxxxxxxxxx
MAKER'S ADDRESS:
Xx. Xxxxxxx X. Xxxxxxxxxx
x/x Xxxxx Surgical Company
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
HOLDER'S ADDRESS:
Staar Surgical Company
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
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DO NOT DESTROY THIS NOTE; WHEN PAID, THIS NOTE
MUST BE SURRENDERED TO MAKER FOR CANCELLATION
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