EXHIBIT 10.41
LOAN AGREEMENT
THIS AGREEMENT made as of January 29, 2001
BETWEEN:
PIVOTAL CORPORATION, a company having an address at 000-000 Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxxx, X.X. X0X 0X0
("Lender")
AND:
XXXXX XXXXXXXX, with an address at 0000 000xx Xxxxxx, Xxxxx Xxxx, X.X.
X0X 0X0
("Borrower")
WITNESS THAT WHEREAS:
A. The Borrower is the General Counsel of Lender.
B. Lender has agreed to lend the Borrower the sum of CDN$124,000 (the
"Principal Sum") on the terms and conditions set out herein.
NOW THEREFORE in consideration of the premises and of the mutual
covenants and agreements set forth in this Agreement and other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each of the parties, the parties hereby agree
as follows:
1. THE LOAN
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1.1 Loan Amount - Lender shall lend to the Borrower the Principal Sum upon the
terms and conditions contained herein.
1.2 Loan - On the date of this Agreement, or as soon as practical thereafter,
the Lender shall advance the Principal Sum to Borrower by delivering such
Principal Sum, by way of cheque, bank draft or otherwise as agreed, to or to the
direction of Borrower.
1.3 Interest Rate - The Principal Sum shall not bear interest.
2. REPAYMENT
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2.1 Maturity Date - The unearned balance of the Principal Sum (that amount not
yet earned through bonus during the course of employment with Lender) shall be
due and payable in full on the earlier of:
(a) the date of termination for cause; or
(b) the date on which Borrower resigns his position as General Counsel
with Lender; or
(c) January 15, 2002.
3. GENERAL PROVISIONS
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3.1 Time - Time shall be of the essence of this Agreement.
3.2 Notices - Any notice, payment or other communication required or permitted
to be given or served pursuant to this Agreement shall be in writing and shall
be delivered personally or forwarded by first class prepaid mail to the party
concerned at the address of that party set out on the first page of this
Agreement or to any other address as may from time to time be notified by any of
the parties hereto. Any notice, payment or other communication shall be deemed
to have been given, if delivered by hand, on the day delivered, and if mailed,
four business days following the date of posting; provided that if there shall
be at the time of mailing or within four business days thereof a mail strike,
slow-down or other labour dispute that might affect delivery by the mails, then
the notice, payment or other communication shall be effective only when actually
delivered.
3.3 Further Assurances - The parties shall execute all other documents and
instruments and do all other things necessary to implement and carry out the
terms of this Agreement.
3.4 Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia.
3.5 Entire Agreement - The provisions herein constitute the entire agreement
between the parties and supersede all previous communications, representations
and agreements, whether verbal or written, between the parties with respect to
the subject matter hereof.
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3.6 Enurement - This Agreement shall be binding upon and shall enure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.
3.7 Assignment - This Agreement, and the rights, duties and obligations of
either party under this Agreement, may not assigned by any party without the
prior written consent of the other party hereto.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first written above.
PIVOTAL CORPORATION
By: [ILLEGIBLE SIGNATURE]
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Authorized Signatory
SIGNED, SEALED AND DELIVERED )
by XXXXX XXXXXXXX in the presence of )
)
)
)
/s/ Xxxxxx Xxxxxxx )
------------------------------ )
Name of Witness (PLEASE PRINT) ) /s/ XXXXX XXXXXXXX
) --------------------------
) XXXXX XXXXXXXX
)
)
[ILLEGIBLE SIGNATURE] )
------------------------------ )
Signature of Witness )
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