EXHIBIT 10.13
LOAN TERMINATION AGREEMENT
THIS LOAN TERMINATION AGREEMENT is made and entered into effective as of
December 27, 2002 between Xxxxx X. Xxxxx ("Xxxxx") and Apropos Technology, Inc.,
an Illinois corporation ("Apropos").
WHEREAS, Apropos provided loan financing to Xxxxx, as evidenced by his
Promissory Note to Apropos entered into on April 18, 2001 (the "Promissory
Note"), in the amount of $616,000 for the purposes of assisting Xxxxx in paying
the alternative minimum tax ("AMT") resulting from the exercise of his incentive
stock options;
WHEREAS, Xxxxx pledged 311,111 shares of his Apropos common stock (the
"Pledged Shares") as collateral for the repayment of the Promissory Note under
the terms of the Executive Stock Pledge, Security and Retention Agreement
between the parties dated April 18, 2001 (the "Pledge Agreement");
WHEREAS, the Pledged Shares no longer adequately secure repayment of the
Promissory Note;
WHEREAS, Apropos has applied the fair market value of the Pledged Shares at
Xxxxx' direction under Section 8 of the Pledge Agreement against Xxxxx'
repayment obligations under the Promissory Note as of December 27, 2002; and
WHEREAS, the Board of Directors has determined that it is in Apropos' best
interests to terminate the Promissory Note at this time.
In consideration of the promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Xxxxx and Apropos agree as follows:
1. Apropos hereby immediately releases Xxxxx from any further obligation to
pay the outstanding balance of principal and interest under the Promissory Note
that remains after the fair market value of the Pledged Stock is applied against
the Promissory Note. Apropos shall execute and record any instruments and
documents required to evidence the termination of the Promissory Note.
2. Apropos shall pay a cash amount (the "Gross-Up Payment") not later than
December 31, 2002 sufficient to gross up Xxxxx for the tax consequences
associated with termination of the Promissory Note described in Paragraph 1
above so that on a net after tax basis Xxxxx shall be in the same position as if
no taxable event had occurred upon such termination. For purposes of calculating
the amount of the Gross-Up Payment, Xxxxx' effective tax rate for all taxes,
including without limitation any federal and state income and employment taxes,
shall be conclusively presumed to be 44.95%. Apropos shall not pay Xxxxx the
Gross-Up Payment directly but shall instead remit the Gross-Up
Payment to the Internal Revenue Service and state tax authorities in accordance
with applicable tax withholding requirements.
3. In exchange for the benefits hereunder, Xxxxx hereby irrevocably assigns
to the Company his rights to any and all "AMT Recoveries" (as defined and
provided in the Promissory Note, determined without regard to any capital losses
resulting from the sale of assets other than Apropos common stock) that he (or
his successors) may realize in the future to the extent of the released payment
obligation under this Loan Termination Agreement. Xxxxx agrees that (i) he shall
promptly provide to Apropos or its designee copies of all future tax returns,
(ii) he shall use any available tax credits against taxes arising from payment
of the AMT ("AMT Credits") against future tax obligations as soon as the AMT
Credits are available for use and promptly notify Apropos in writing upon such
use, with supporting detail and (iii) in the event that there is a change in the
tax laws that results in the availability of a refund in connection with the AMT
liability, then Xxxxx shall use his best efforts to obtain such refund and any
related interest as soon as reasonably practicable (collectively, the "AMT
Refund"). Xxxxx (or his successors) shall be deemed to have realized an AMT
Recovery for purposes of this Loan Termination Agreement upon applying AMT
Credits against future tax obligations or receiving an AMT Refund. Xxxxx shall
remit to Apropos in cash any AMT Recoveries as soon as reasonably practicable.
4. The internal laws of the State of Illinois shall govern this Loan
Termination Agreement.
IN WITNESS WHEREOF, this Loan Termination Agreement has been executed as of
the date first above written.
XXXXX X. XXXXX APROPOS TECHNOLOGY, INC.
/s/ Xxxxx X. Xxxxx /s/ Xxxxx Xxxxxxxx
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By: Xxxxx Xxxxxxxx
Its: Director
