EXHIBIT 10.1
SEPARATION AGREEMENT AND MUTUAL RELEASE OF CLAIMS
1. PARTIES
The parties to this Separation Agreement and Mutual Release of Claims
("Agreement") are F. Xxx Xxx ("Employee") and Rentrak Corporation, an Oregon
corporation ("Employer").
2. RECITALS
By mutual agreement and subject to the provisions of this Agreement,
Employee has resigned all offices that he holds with Employer or any of its
subsidiaries or affiliated entities effective January 25, 2005, and Employer and
Employee desire to terminate Employee's employment on a mutually agreeable
basis. Employee and Employer therefore agree as follows:
3. EFFECTIVE DATE OF TERMINATION
Employee's employment with Employer is terminated effective as of 5
p.m. Pacific Standard Time on February 15, 2005 (the "Termination Date").
4. CONSULTING AGREEMENT
Contingent on the execution and nonrevocation of this Agreement,
Employer and Employee are concurrently entering into a separate consulting
agreement (the "Consulting Agreement") in the form attached hereto as Exhibit A.
5. INSURANCE BENEFITS
(a) Employee will elect continuation of group medical and dental insurance
coverage for Employee under COBRA. Employer will reimburse Employee for one-half
of the premium costs incurred by Employee for COBRA coverage until Employee's
COBRA coverage ends or Employee is eligible to receive medical and dental
insurance benefits under another employer-provided plan, whichever occurs first.
If, at the end of Employee's maximum COBRA coverage period, Employee is not
eligible to receive medical or dental insurance benefits under another
employer-provided plan, Employer will reimburse Employee for one-half of the
premium costs incurred by Employee for comparable medical and dental insurance
benefits, up to a maximum of $600 per month, from the end of Employee's maximum
COBRA coverage period until March 31, 2007.
(b) Employer will pay the premiums due under the life insurance and
disability insurance policies in place with respect to Employee as of January
25, 2005, or policies providing equivalent coverage, so as to continue such
coverage through March 31, 2007. Employer acknowledges that Employee's
disability insurance policy as of the Termination Date is with Northwestern
Mutual.
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(c) Employer's obligations to provide insurance benefits under this Section
5 will terminate in the event that the Consulting Agreement is terminated by
Employer for "Cause" (as defined therein).
6. PROFIT SHARING PLAN
Employee is a participant in Employer's profit sharing plan, and
retains rights under that plan as determined by the plan document and the
federal statute ERISA. As Employee will not be an employee of Employer on March
31, 2005, Employee will not be entitled to any contribution under Employer's
profit sharing plan for the fiscal year then ending.
7. PROVISIONS REGARDING VESTED OPTIONS
(a) Employee holds stock options to purchase a total of 328,307 shares of
Employer's common stock, all of which are fully vested.
(b) The Compensation Committee of Employer's Board of Directors (the
"Committee") has approved resolutions and Employer has taken all necessary
action to permit the following actions:
(i) The delivery by Employee of up to 25,381 shares of Employer's common
stock that he currently owns to pay the exercise price of a portion of
Employee's stock options outstanding and unexercised under Employer's 1986
Second Amended and Restated Stock Option Plan as amended May 19, 2000 (the "1986
Plan"); and
(ii) The extension of a loan by Employer to Employee in connection with the
exercise of the remaining amount of Employee's stock options outstanding and
unexercised under the 1986 Plan in a total amount not to exceed $750,000.
(c) The Committee has determined that the change in Employee's status from
an employee to an independent contractor pursuant to the simultaneous
establishment of a consulting relationship between Employee and Employer under
the terms of the Consulting Agreement will not constitute a Termination of
Employment as that term is defined in Employer's 1997 Equity Incentive Plan (the
"1997 Plan"), such that all outstanding and unexercised stock options held by
Employee under the 1997 Plan will remain exercisable until the earliest to occur
of the following events:
(i) The date that the Consulting Agreement is terminated by Employer
for "Cause" as defined therein; or
(ii) Thirty days after the date the Consulting Agreement is terminated
by Employee for any reason other than death, disability, or breach of the
Consulting Agreement by Employer; or
(iii) The expiration of one year following the date of Employee's
death or disability; or
(iv) June 30, 2007.
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The Committee has further determined that, as a result of its determination in
the preceding sentence, all stock options presently held by Employee that were
granted under the 1997 Plan as incentive stock options will cease to be
incentive stock options by reason of its action and that Employee's change in
status from an employee to an independent contractor will not constitute a
Termination of Employment as to those options despite the fact that such change
will interrupt Employee's employment for purposes of Section 422(a)(2) of the
Internal Revenue Code and applicable regulations and revenue rulings thereunder.
In the event that any or all of the Committee's determinations are incorrect and
result in a loss to Employee, Employer agrees to indemnify Employee for any loss
incurred.
(d) On February 2, 2005, Employer will extend a loan to Employee in
connection with Employee's exercise of a portion of his outstanding options
granted under the 1986 Plan in the amount of $750,000; provided that Employee
executes loan documents in the form attached as Exhibit B at the request of
Employer.
(e) Employee agrees that, for as long as the Consulting Agreement remains
in effect, he will not sell more than 10,000 shares of Employer's common stock
in the open market during a single calendar week without the prior written
authorization of Employer; provided that following completion of such sale of
10,000 shares, Employee may sell up to 5,000 additional shares in the open
market on each trading day during the same calendar week as long as such shares
are sold at a price that is not less than the opening sales price for Employer's
common stock on the first trading day of such calendar week.
(f) As of the date of this Agreement, Employer acknowledges and agrees that
Employee will not be subject to Employer's Xxxxxxx Xxxxxxx Policy other than the
requirement that Employee must comply with all applicable provisions of the
federal and state securities laws. Employer will cooperate with Employee and
Employee's broker, Xxxxxx Xxxxxx, with regard to the exercise of Employee's
stock options under the 1986 Plan and 1997 Plan and, subject to Section 7(e)
above, Employer will permit and assist Employee in using the broker-assisted
cashless method of exercising all of Employee's options under the 1997 Plan and
Employee's options under the 1986 Plan other than those exercised using the
proceeds of the loan referred to in Section 7(d) above or by delivering shares
of Employer common stock that Employee already owns. Subject to the limitations
and restrictions set forth in this Agreement, Employer will act in good faith
and will not impede, limit, or restrict Employee with regard to the exercise of
Employee's options under the 1986 Plan and the 1997 Plan or the sale of shares
of Employer common stock acquired upon such exercise.
8. EMPLOYMENT AGREEMENT
The Amended and Restated Employment Agreement between Employee and
Employer dated as of April 1, 2004 (the "Employment Agreement"), is terminated
and of no further effect, except as provided in Sections 11 and 14 herein and
Section 7.3 of the Consulting Agreement, and except that (a) Employee will be
entitled to the payments and other benefits specified in Sections 6.1(a),
6.1(d), and 6.1(e) of the Employment Agreement as of the Termination Date and
(b) Employee is entitled to reimbursement of expenses incurred prior to the
Termination Date as provided in Section 2.5 of the Employment Agreement.
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9. MUTUAL RELEASE OF ALL CLAIMS
(a) Release by Employee.
(i) Subject to the provisions of Section 14 hereof, Employee hereby
completely releases and forever discharges Employer and each of its past,
present, and future parent and subsidiary corporations and affiliates and
each of their respective past, present, and future shareholders, officers,
directors, agents, employees, insurers, successors, and assigns
(collectively, the "Released Parties"), from any and all claims,
liabilities, demands, and causes of action of any kind, whether statutory
or common law, in tort, contract, or otherwise, in law or in equity, and
whether known or unknown, foreseen or unforeseen, in any way arising out
of, concerning, or related to, directly or indirectly, Employee's
employment with Employer, including, but not limited to, the termination of
Employee's employment based on any act or omission on or prior to the
Termination Date, but not including (1) any claim for workers' compensation
or unemployment insurance benefits or (2) any claim arising out of
Employer's obligations under this Agreement or the Consulting Agreement.
Without limiting the generality of the foregoing, this release specifically
includes, but is not limited to, a release of claims arising under Title
VII of the Civil Rights Act of 1964; the Age Discrimination in Employment
Act; the Americans with Disabilities Act; the Family and Medical Leave Act;
the Employee Retirement Income Security Act; the Worker Adjustment and
Retraining Notification Act; and ORS chapters 652, 653, and 659A, and any
amendments to any of such laws.
(ii) Employee's release does not include, and expressly excludes, (1)
any release of Employee's right to indemnification that currently exists,
and (2) any accrued rights under any and all benefit plans.
(b) Release by Employer. Subject to the provisions of Section 14 hereof, as
material inducement to Employee to enter into this Agreement, Employer hereby
irrevocably releases Employee and each of Employee's heirs, successors, and
assigns, from any and all claims, liabilities, promises, agreements, damages,
debts, and expenses (including attorneys' fees and costs actually incurred) of
any nature whatsoever, known or unknown, contingent or noncontingent, based upon
any act or failure to act of Employee during Employee's employment with
Employer.
(c) Reaffirmation of Releases. Employee and Employer will each execute
documents reaffirming their respective releases set forth above in substantially
the form set forth in Exhibit C hereto and exchange delivery of such releases by
February 16, 2005.
10. INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE
(a) Indemnification. Employer acknowledges and confirms that during the
term of the Consulting Agreement, Employee will continue to be entitled to
indemnification as a former officer and employee of Employer following the
Termination Date to the extent provided in Article VIII of Employer's Amended
and Restated Articles of Incorporation and Article 10 of Employer's Bylaws, each
as in effect on the date Employee signs this Agreement.
(b) Directors' and Officers' Liability Insurance. For a period of three
years after the Termination Date, Employer will maintain, at no expense to
Employee, the current policies of
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directors' and officers' liability insurance and fiduciary liability insurance,
if any, in respect of acts or omissions occurring at or prior to the Termination
Date (including the transactions contemplated by this Agreement). If Employer's
existing insurance expires, is terminated, or is cancelled during such
three-year period, Employer will obtain directors' and officers' liability
insurance with comparable coverage for the remainder of such period, on terms
and conditions no less advantageous to Employee than Employer's existing
directors' and officers' liability insurance, covering current or former
directors and officers who are currently covered by Employer's existing
directors' and officers' or fiduciary liability insurance policies.
11. REMEDIES
Employer agrees that if Employer breaches this Agreement or the
Consulting Agreement, Employee will be entitled to all of the payments,
benefits, and other terms described in Sections 6.2.1 and 6.2.2 of the
Employment Agreement for termination without cause (as defined therein). Such
remedy will be in addition to any other remedy available to Employee at law or
in equity; provided, however, that any monthly fee received under the Consulting
Agreement pursuant to Section 3 therein will be credited against such amounts
owed.
12. NO ACTION FILED
Employee has not asserted and Employee will not assert in any forum
any claims that are released by this Agreement. Employer has not asserted and
Employer will not assert in any forum any claims that are released by this
Agreement.
13. RETURN OF COMPANY PROPERTY
Both parties confirm that all property of Employer, such as lap top
computers, facsimile machines, cell phones, keys, credit cards, and proprietary
documents have been returned to Employer.
14. EXECUTION AND REVOCATION
If Employee accepts and signs this Agreement, he will receive a loan
and other benefits that he would not otherwise be entitled to receive. Employee
received a copy of this Agreement on January 14, 2005. Employee may take up to
twenty-one (21) days from receipt of this Agreement to consider whether to
accept and sign this Agreement. If Employee signs this Agreement, Employee may
revoke this Agreement, by delivering a revocation in writing to Xxxx Xxxxxxxxx
at Employer within seven (7) days after signing it. If not revoked under the
preceding sentence, this Agreement will become effective and enforceable on the
eighth (8th) day after Employee signs it. No insurance benefits will be provided
under Section 5 of this Agreement and the Consulting Agreement referenced in
Section 4 will not become effective until that revocation period has expired. If
revoked, then Employee's resignation will also be deemed revoked, and the
Employment Agreement will remain in full force and effect, with Employee's
absence constituting an approved paid leave taken at Employer's request.
Employee and Employer are each advised to consult with their
respective attorneys before signing this Agreement.
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15. NO LIABILITY OR WRONGDOING
This Agreement is not an admission by Employer or Employee of any
liability or wrongdoing.
16. NOTICES
All notices required or permitted under this Agreement must be in
writing and will be deemed to have been given if delivered by hand, or mailed by
first-class, certified mail, return receipt requested, postage prepaid, to the
respective parties as follows (or to such other address as any party may
indicate by a notice delivered to the other parties hereto): (i) if to Employee,
to his residence at:
Xxx Xxx
With a copy to:
Xxx Xxxxx
Xxxxxx Xxxxxxxx Xxxxx
000 XX Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
and (ii) if to Employer, to the address of the principal office of Employer, at:
Rentrak Corporation
One Airport Center
0000 X.X. Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: Xxxx Xxxxxxxxx
With a copy to:
Xxxx Xxx Xxxxxx
Xxxxxx Xxxx LLP
000 X.X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
17. DISCLOSURE OF TERMINATION/REFERENCES
(a) The parties agree that Employee is leaving Employer on good terms.
Employer agrees to issue the press release attached hereto as Exhibit D within
four business days after Employee signs this Agreement. Employer agrees that any
disclosure by Employer regarding Employee's termination or Employee, including
but not limited to any in-house announcement, additional press release or
statutorily-required disclosure, will be non-disparaging and consistent with the
statements made in Exhibits D and E.
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(b) As further consideration for the signing of this Agreement, Employer
agrees to execute a letter of referral in the form attached hereto as Exhibit E.
In response to reference inquiries, Employer will respond by providing a copy of
Exhibit E to the party making the inquiry. Employer further agrees to place a
memorandum in Employee's personnel file stating as follows: "In the event that
an inquiry from a potential employer concerning this employee is made, such
employer will be provided a copy of the letter of referral attached hereto or
the language of the letter of referral may be read to the employer over the
telephone. This is the only information that will be released." Employer agrees
to instruct its Human Resource personnel and its Executive Team to comply with
the terms of the memorandum.
18. ATTORNEY FEES
In the event of any suit or action or arbitration proceeding to
enforce or interpret any provision of this Agreement (or which is based on this
Agreement), the prevailing party will be entitled to recover, in addition to
other costs, the reasonable attorney fees incurred by the prevailing party in
connection with such suit, action, or arbitration, and in any appeal therefrom.
The determination of who is the prevailing party and the amount of reasonable
attorney fees to be paid to the prevailing party will be decided by the
arbitrator or arbitrators (with respect to attorney fees incurred prior to and
during the arbitration proceedings) and by the court or courts, including any
appellate courts, in which the matter is tried, heard, or decided, including the
court which hears any exceptions made to an arbitration award submitted to it
for confirmation as a judgment (with respect to attorney fees incurred in such
confirmation proceedings).
19. GOVERNING LAW
This Agreement will be construed in accordance with the laws of the
state of Oregon, without regard to any conflicts of laws rules. Any suit or
action arising out of or in connection with this Agreement, or any breach of
this Agreement, must be brought and maintained in the Circuit Courts of the
State of Oregon. The parties hereby irrevocably submit to the jurisdiction of
such court for the purpose of such suit or action and hereby expressly and
irrevocably waive, to the fullest extent permitted by law, any claim that any
such suit or action has been brought in an inconvenient forum.
20. CONSTRUCTION OF AGREEMENT
Each of the parties has reviewed and had the opportunity to negotiate
the terms of this Agreement. The rule of construction that ambiguities are to be
resolved against the drafting party will not be applied in interpreting this
Agreement. Titles and headings in this Agreement are used for convenience only
and are not intended to and will not in any way enlarge, define, limit, or
extend the rights or obligations of the parties or affect the interpretation of
this Agreement. The provisions of this Agreement are severable, and if any
provision of this Agreement is held invalid or unenforceable, it will be
enforced to the maximum extent permissible, and the remaining provisions of this
Agreement will continue in full force and effect.
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21. MISCELLANEOUS
The benefits of this Agreement will inure to the successors, heirs,
and assigns of the parties. The considerations for this Agreement are the mutual
promises described in this Agreement, which are acknowledged to be sufficient
consideration. Each party executes this Agreement voluntarily. The parties
acknowledge that the terms of this Agreement are contractual and that they
understand its terms.
RENTRAK CORPORATION
By: /s/ Xxxx. X. Xxxxxxxxx /s/ F. Xxx Xxx
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Xxxx X. Xxxxxxxxx F. Xxx Xxx
Title: Chief Executive Officer
Date: January 25, 2005 Date: January 25, 0000
XXXXX XX XXXXXX )
) SS
COUNTY OF MULTNOMAH )
This instrument was acknowledged before me on January 25, 2005, by F. Xxx
Xxx.
Xxxx X. Xxxx
------------------------------------------
Notary Public for Oregon
My commission expires: 11/18/2008
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EXHIBIT B
LOAN AGREEMENT
THIS LOAN AGREEMENT (as amended, supplemented, or modified from time
to time, the "Loan Agreement") is dated as of February 2, 2005, and is between
F. XXX XXX (the "Borrower") and RENTRAK CORPORATION, an Oregon corporation (the
"Company").
This Loan Agreement is made in connection with the Company's 1986
Second Amended and Restated Stock Option Plan, as amended May 19, 2000 (the
"1986 Plan"). All terms not otherwise defined in this Loan Agreement have the
meanings given such terms in the 1986 Plan. The parties agree as follows:
1. Purchase and Loan.
(a) The Borrower agrees, on the terms and conditions set forth in this Loan
Agreement, to borrow funds from the Company in the amount of $750,000.00 (the
"Loan") and to use all of the proceeds of the Loan to exercise a portion of
Borrower's stock options outstanding and unexercised under the 1986 Plan and to
pay applicable withholding taxes in connection with the exercise of such
options.
(b) The Company agrees, on the terms and conditions set forth in this Loan
Agreement, to make the Loan to the Borrower. The Loan will be evidenced by, and
repayable in accordance with, a single promissory note in the form of Exhibit A
to this Loan Agreement, appropriately completed (the "Note").
2. Borrower Representations. The Borrower represents and warrants to the
Company as follows:
(a) This Loan Agreement constitutes a valid and binding agreement of the
Borrower, enforceable against the Borrower in accordance with its terms, except
as (i) the enforceability of the Loan Agreement may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally, and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.
(b) The Borrower is aware of his responsibilities under federal and state
securities laws and will cooperate with the Company to take reasonable steps to
ensure compliance therewith at all times.
3. Company Representations. The Company represents and warrants to the
Borrower as follows:
(a) This Loan Agreement constitutes a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except as
(i) the enforceability of the Loan Agreement may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally, and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.
(b) The Company will take reasonable steps to assist the Borrower in
complying with federal and state securities laws.
4. Loan Amount. The amount of the Loan shall equal Seven Hundred Fifty
Thousand Dollars and No Cents ($750,000.00), which amount shall be disbursed to
the Borrower on the date of this Loan Agreement.
5. Events of Default.
(a) For purposes of this Loan Agreement an Event of Default occurs when:
(i) The Borrower fails to make any payment upon the date on which such
payment becomes due under the terms of the Note, or
(ii) The Borrower fails to observe or perform any covenant or
agreement contained in this Loan Agreement for ten days after written
notice of such failure has been given to the Borrower by the Company.
(b) Upon the occurrence of an Event of Default, the Company will have the
rights and remedies set forth in the Note. The rights and remedies provided in
this Loan Agreement and in the Note are cumulative and not exclusive of any
rights or remedies provided by law. An Event of Default under Section 5(a)(i)
will also constitute "Cause" as that term is defined in a Consulting Agreement
dated January 25, 2005, between the Borrower and the Company.
6. Miscellaneous.
(a) No failure or delay by the Company in exercising any right, power, or
privilege under this Loan Agreement will operate as a waiver of any such right,
power, or privilege, nor will any single or partial exercise of any right,
power, or privilege preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege.
(b) This Loan Agreement may be amended only in a writing signed by the
Borrower and the Company. Any waiver must be in a writing signed by the waiving
party.
(c) The provisions of this Loan Agreement will be binding upon and inure to
the benefit of the parties and their respective successors and assigns. This
Loan Agreement will not be transferable by the Borrower except by will, by the
laws of descent and distribution, or pursuant to a qualified domestic relations
order.
(d) If any provision of this Loan Agreement is determined to be invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions of this Loan Agreement will remain in full force and
effect in such jurisdiction and will be liberally construed in favor of the
Company in order to carry out the intentions of the parties as nearly as may be
possible, and (ii) the invalidity or unenforceability of any provision of this
Loan Agreement in any jurisdiction will not affect the validity or
enforceability of such provision in any other jurisdiction.
(e) Except as otherwise expressly provided herein, this Loan Agreement
constitutes the entire understanding of the parties relating to the Loan and
supersedes and replaces all written and oral agreements previously made or
existing by and between the parties relating to the Loan.
7. Governing Law. This Loan Agreement will be governed by and construed in
accordance with the laws of the State of Oregon, without application of Oregon
conflict of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement
to be duly executed as of the day and year first above written.
BORROWER
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F. Xxx Xxx
RENTRAK CORPORATION
By
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Print Name
--------------------------------
Title
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Exhibit A to EXHIBIT B
PROMISSORY NOTE
Portland, Oregon
February 2, 2005
FOR VALUE RECEIVED, F. XXX XXX (the "Maker") promises to pay to
RENTRAK CORPORATION (the "Company") the principal sum of Seven Hundred Fifty
Thousand Dollars and No Cents ($750,000.00), together with interest from the
date of this Note at the rate of 2.78% per annum, compounded annually, subject
to adjustment as provided below. This Note is payable at the corporate offices
of the Company at 0000 X.X. Xxxxxxxxxx Xxxxx, Xxx Xxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxx 00000, or at such other place as the Company may designate in writing
from time to time. This Note is issued pursuant to a Loan Agreement between the
Maker and the Company (the "Loan Agreement"). All terms not otherwise defined in
this Note will have the meanings given such terms in the Loan Agreement.
1. Prepayments. The Maker may prepay this Note, in whole or in part,
at any time without penalty. Optional prepayments will be applied first to the
repayment of principal and then to the payment of accrued but unpaid interest.
2. Due Date. The entire unpaid balance of the principal and accrued
interest will be due and payable on May 15, 2005.
3. Default. If any payment due under this Note is not made upon the
date on which such payment becomes due, or if the Maker is declared or
adjudicated to be bankrupt by a United States Bankruptcy Court, the Maker will
be in default under this Note and the Loan Agreement. Upon the occurrence of a
default under this Note or the Loan Agreement, the entire unpaid principal
balance of this Note and all accrued but unpaid interest, will, at the option of
the Company, become immediately due and payable together with interest from the
date of default at the rate of 12.78% per annum, compounded annually. The rights
and remedies provided herein will be cumulative and not exclusive of any rights
or remedies provided by law.
4. Severability. If any provision of this Note is determined to be
invalid and unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (i) the other provisions of this Note will remain in full
force and effect in such jurisdiction and will be liberally construed in favor
of the Company in order to carry out the intentions of the parties as nearly as
may be possible, and (ii) the invalidity or unenforceability of any provision of
this Note in any jurisdiction will not affect the validity or enforceability of
such provision in any other jurisdiction.
5. No Waivers. No failure or delay by the Company in exercising any
right, power, or privilege hereunder will operate as a waiver of such right,
power, or privilege nor will any single or partial exercise of any right, power,
or privilege preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege.
6. Miscellaneous. Presentment, demand, protest, and notices of
dishonor and of protest are hereby waived by the Maker to the extent permitted
by law. The Maker agrees that he will pay, to the extent permitted by law, all
expenses incurred in collecting this obligation, including reasonable attorney's
fees at trial and on appeal, should this obligation or any part of this
obligation not be paid as and when due. This Note is non-negotiable.
7. Governing Law. This Note will be governed by, and construed in
accordance with, the laws of the State of Oregon, without application of Oregon
conflict of law rules.
MAKER
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F. Xxx Xxx
