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EXHIBIT 10.14
AGREEMENT TO LOAN FUNDS
THIS AGREEMENT to Loan Funds (this "Agreement") is entered into as of
the 22 day of December 2000, by and between AirNet Communications Corporation, a
Delaware corporation (the "Company"), and R. Xxx Xxxxxxxx, Xx. ("Xxxxxxxx").
W I T N E S S E T H
WHEREAS, Xxxxxxxx, the Company's President and Chief Executive Officer,
exercised certain Company stock options in February, 2000 (the "Option
Exercises") for the purchase of 113,274 shares of the Company's common stock
(the "February 2000 Option Shares"); and
WHEREAS, Xxxxxxxx will be liable for federal income tax of
approximately $967,353 in connection with the Option Exercises as a result of
the application of the alternative minimum tax ("AMT") provisions under the
Internal Revenue Code, which alternative minimum tax liability (the "AMT
Liability") will be due and payable by Xxxxxxxx on April 15, 2001; and
WHEREAS, the Company believes it to be in its best interest and a
benefit to the Company to make a non-recourse loan to Xxxxxxxx (the "Loan") in
an amount sufficient to satisfy the AMT Liability and other federal income tax
obligations related to the Loan contemplated by this Agreement; and
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WHEREAS, the parties hereto desire to set forth their understanding
with respect to the terms under which the Company will make the Loan to
Xxxxxxxx.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereto agree as
follows:
1. In the event Xxxxxxxx determines that the Loan is necessary in order
to satisfy the AMT Liability and requests that the Company make the Loan to him,
the Company agrees to loan Xxxxxxxx the sum of $995,133 on a non-recourse basis
pursuant to the terms of a Promissory Note (the "Note") in the form attached
hereto as Exhibit A.
2. In connection with the Loan, Xxxxxxxx agrees to grant the Company a
security interest in the February 2000 Option Shares and to authorize and direct
his broker or brokers to deliver to Lender all Required Payments (as defined in
the Note) at such time as Xxxxxxxx'x Note to the Company dated November 9, 2000
in the amount of $112,660 (the "November 2000 Note") is paid in full and until
such time as all amounts owing under the Note are paid in full, and to execute
all documentation required in order to perfect the Company's security interest
in the February 2000 Option Shares and to authorize and direct his broker or
brokers to deliver all Required Payments to the Company. The Company agrees that
it shall not, during the time in which the Note remains unpaid, adopt or impose
any rules or other restrictions which restrict or interfere with Xxxxxxxx'x
right to sell the February 2000 Option Shares, except for rules which are also
imposed upon other officers or directors of the Company or which are required by
applicable state or federal securities laws or regulations.
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3. Xxxxxxxx agrees that he will use the proceeds of the Loan solely for
the purpose of satisfying the AMT Liability and other federal income tax
obligations related to the Loan contemplated by this Agreement.
4. Unless approved by the Company's Board of Directors, Xxxxxxxx agrees
that he will not gift, sale or otherwise transfer any of the February 2000
Option Shares at any time during which amounts remain due under the Note, except
for sales made into the public markets and transfers made in connection with a
sale or merger of the Company.
5. All terms, covenants, representations, warranties and conditions of
this Agreement shall be binding upon, and inure to the benefit of and be
enforceable by, the parties hereto and their respective successors and assigns.
6. All notices, requests, waivers and other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed to have been duly given if delivered personally, given by prepaid
telegram or mailed registered or certified first-class mail, postage prepaid, as
follows:
if to the Company: AirNet Communications Corp.
000 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Chief Financial Officer
With a copy to: Xxxxxxx & Xxxxxx, LLP
000 Xxxxx Xxxx Xxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Attn: Xxxx X. Xxxx, Esq.
if to Xxxxxxxx: R. Xxx Xxxxxxxx, Xx.
000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX
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7. The failure of any party at any time or times to require performance
of any provision hereof shall in no manner affect its right at a later time to
enforce the same. No waiver by any party of any condition or of any breach of
any term, covenant, representation or warranty contained in this Agreement shall
be effective unless in writing, and no waiver in any one or more instances shall
be deemed to be a further or continuing waiver of any such condition or breach
in other instances or a waiver of any other condition or breach of any other
term, representation or warranty.
8. This Agreement may be executed in on or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
9. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
AIRNET COMMUNICATIONS CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Chairman
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R. XXX XXXXXXXX, XX.
/s/ R. Xxx Xxxxxxxx, Xx.
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