EXHIBIT 10.22
NOTE SECURED BY DEED OF TRUST
$100,000 February 19, 1998
1. Obligation. For value received, XXXXXX XXX and XXXXX XXX (the
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"Borrowers") promise to pay to APPLIED MICRO CIRCUITS CORPORATION ("AMCC") a
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Delaware corporation (the "Lender"), the principal sum of $100,000 (the "Loan"),
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together with interest on the unpaid principal hereof a rate of 5.54%, per annum
from the date hereof, calculated on the basis of a 365 day year, compounded
annually.
2. Payment. Principal and any accrued interest hereunder shall be due
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and payable 30 days after demand by the Lender. If the Loan and all accrued
interest are not repaid in full prior to February 19, 2001, all principal and
accrued interest hereunder shall be due and payable on February 19, 2001.
Payments of principal and interest shall be made in lawful money of the United
States of America and shall be credited first to the accrued interest, with the
remainder applied to principal. Prepayment of the Loan may be made at any time
without penalty or premium.
3. Acceleration of Obligation. The Loan shall immediately become due and
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payable in full upon the earliest of the following: (i) an event of default
under any Loan Document (as defined in the Loan Agreement (the "Loan Agreement")
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between the Lender and the Borrowers dated as of February 19, 1998); (ii) in the
event any required payment hereunder is not made when due; (iii) in the event of
a voluntary or involuntary termination of employment of Xxxxxx Xxx with AMCC
(the "Company") for any reason, with or without cause (including death or
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disability); (iv) assignment by a Borrower for the benefit of creditors, or
admission in writing of his or her inability to pay his or her debts as they
become due, or filing a voluntary petition in bankruptcy or adjudication as a
bankrupt or insolvent, or filing any petition or answer seeking any
reorganization, arrangement, composition, readjustment, dissolution or similar
relief under any present or future statute, law or regulation, or filing any
answer admitting or failing to deny the material allegations of a petition filed
against either of them for any such relief; or (v) the date of any sale,
conveyance, assignment, alienation or any other form of transfer of the
"Property" (as defined in the Loan Agreement), or any part hereof or interest
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therein, whether voluntary or involuntary.
4. Security. This Note shall be secured by a deed of trust (the "Deed of
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Trust") against the Property.
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5. Binding on Successors. All rights and obligations of the Borrowers
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and the Lender shall be binding upon and benefit the successors, assigns, heirs
and administrators of the parties. Neither Borrower may assign his or her
rights and/or duties under this Agreement to a third party without the prior
written consent of the Lender, which may be withheld in its sole discretion.
6. Governing Law; Waiver. This Note shall be governed by and construed
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in accordance with the laws of California, without reference to conflict of laws
principles. The Borrowers waive presentment, notice of nonpayment, notice of
dishonor, protest, demand and diligence.
7. Attorneys' Fees. If suit is brought for collection of this Note, the
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Borrowers agree to pay all reasonable expenses, including attorneys' fees,
incurred by the Lender in connection therewith, whether or not such suit is
prosecuted to judgment.
8. Place of Payment. All payments to be made to the Lender under this
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Note shall be made to Lender at 0000 Xxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000, Attn:
Xxxx Xxxxxxxx, or such other address as Lender may designate in writing.
9. Full Recourse. Upon any default of the Borrowers under this Note or
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any of the other Loan Documents (as defined in the Loan Agreement), the Lender
shall have, in addition to its rights and remedies under the Deed of Trust, full
recourse against any real, personal, tangible or intangible assets of the
Borrowers, and may pursue any legal or equitable remedies that are available to
it.
IN WITNESS WHEREOF, the Borrowers have caused this Note to be executed as
of the date and year first above written.
/s/ Xxxxxx Xxx
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Xxxxxx Xxx
/s/ Xxxxx Xxx
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Xxxxx Xxx
