EXHIBIT 10.17
VIADOR INC.
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NOTE SECURED BY STOCK PLEDGE AGREEMENT
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$54,000.00 July 13, 2000
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FOR VALUE RECEIVED, Xxxxxx X. Xxxxx ("Maker") promises to pay to the
order of Viador Inc. (the "Corporation"), at its corporate offices at 0000
Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000, the principal sum
of Fifty-Four Thousand Dollars ($54,000.00), together with all accrued interest
thereon, upon the terms and conditions specified below.
1. Interest. Interest shall accrue on the unpaid balance
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outstanding from time to time under this Note at the rate of 6.49% per annum,
compounded semi-annually. Accrued interest shall be payable by Maker on
December
1, 2001.
2. Principal. The entire unpaid principal balance of this Note,
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together with all accrued and unpaid interest, shall become due and payable in
one lump sum on December 1, 2001.
3. Payment. Payment shall be made in lawful tender of the United
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States and shall be applied first to the payment of all accrued and unpaid
interest and then to the payment of principal. Prepayment of the principal
balance of this Note, together with all accrued and unpaid interest, may be
made
in whole or in part at any time without penalty.
4. Events of Acceleration. The entire unpaid principal balance of
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this Note, together with all accrued and unpaid interest, shall become
immediately due and payable prior to the specified due date of this Note upon
the occurrence of one or more of the following events:
A. the expiration of the sixty (60)-day period following the
date the Maker ceases for any reason to remain in the Corporation's
employ;
or
B. the insolvency of the Maker, the commission of any act of
bankruptcy by the Maker, the execution by the Maker of a general
assignment
for the benefit of creditors, the filing by or against the Maker of any
petition in bankruptcy or any petition for relief under the provisions of
the Federal bankruptcy act or any other state or Federal law for the
relief of debtors and the continuation of such petition without dismissal
for a period of thirty (30) days or more, the appointment of a receiver or
trustee to take possession of any property or assets of the Maker or the
attachment of or execution against any property or assets of the Maker; or
C. the occurrence of any event of default under the Stock
Pledge
Agreement securing this Note or any obligation secured thereby.
5. Special Acceleration Events.
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A. In the event the Maker sells or otherwise transfers for value one
or more shares of the Corporation's common stock serving as collateral for this
Note, then the unpaid portion of the principal balance of this Note
attributable
to those shares shall become immediately due and payable, together with all
accrued and unpaid interest on that principal portion, and shall be paid
directly out of the proceeds of such sale or transfer.
B. Should the Corporation be acquired (whether by merger or
acquisition of all or substantially all of the Corporation's assets or
outstanding voting stock) for consideration payable in cash or freely-tradable
securities, then the unpaid portion of the principal balance of this Note
attributable to any shares of the Corporation's common stock serving as
collateral for this Note which are vested at the time of such acquisition,
including any such shares which vest as a result of such acquisition, shall
become immediately due and payable, together with all accrued and unpaid
interest on that principal portion, upon the expiration of the ninety (90)
period following the effective of such acquisition; provided, however, that if
the Pooling of Interest Method, as described in Accounting Principles Board
Opinion No. 16, is used to account for the acquisition for financial reporting
purposes, such acceleration shall not occur at any time prior to the end of the
sixty (60)-day period immediately following the end of the applicable
restriction period required under Accounting Series Release Numbers 130 and
135.
6. Employment. For purposes of applying the provisions of this Note,
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the Maker shall be considered to remain in the Corporation's employ for so long
as the Maker renders services as a full-time employee of the Corporation, any
successor entity or one or more of the Corporation's fifty percent (50%)-or-
more
owned (directly or indirectly) subsidiaries.
7. Security. The proceeds of the loan evidenced by this Note shall be
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secured by the Maker's pledge of 6,968 shares of the Corporation's Common Stock
with the Corporation pursuant to the Stock Pledge Agreement to be executed as
of
this date by the Maker. The pledged shares have a current fair market value of
not less $108,000.000 (twice the principal balance of this Note). The Maker,
however, shall remain personally liable for payment of this Note and assets of
the Maker, in addition to the collateral under the Stock Pledge Agreement, may
be applied to the satisfaction of the Maker's obligations hereunder.
8. Collection. If action is instituted to collect this Note, the
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Corporation shall provide prior written notice to the Maker of its intent to
pursue such legal action to collect this Note and Maker promises to pay all
costs and expenses (including reasonable attorney fees) incurred in connection
with such action.
9. Waiver. A waiver of any term of this Note, the Stock Pledge Agreement
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or of any of the obligations secured thereby must be made in writing and signed
by a duly-authorized officer of the Corporation and any such waiver shall be
limited to its express terms. No delay by the Corporation in acting with
respect
to the terms of this Note or the Stock Pledge Agreement shall constitute a
waiver of any breach, default, or failure of a condition under this Note, the
Stock Pledge Agreement or the obligations secured thereby.
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10. Conflicting Agreements. In the event of any inconsistencies between
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the terms of this Note and the terms of any other document related to the loan
evidenced by the Note, the terms of this Note shall prevail.
11. Governing Law. This Note shall be construed in accordance with the
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laws of the State of California.
/s/ Xxxxxx X. Xxxxx
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MAKER: Xxxxxx X. Xxxxx
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