EXHIBIT 10.15
PROMISSORY NOTE
$ __________________ ________________, ____
Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned, _________________ ("Borrower"),
promises to pay to the order of VIEWLOCITY, INC., a Delaware corporation (the
"Lender"), in lawful money of the United States of America constituting legal
tender in payment of all debts and dues, public and private, the principal
amount of ____________________________________ ($__________).
1. INTEREST. From and after the date hereof (until maturity or default
as hereinafter provided), interest on the principal amount outstanding shall
accrue at the fixed rate equal to compounded annually and computed on the basis
of a 365-day year.
2. PAYMENT.
(a) Interest on the outstanding principal balance of the
indebtedness evidenced hereby shall be payable monthly with the initial payment
due on or before ___________________________.
(b) On ________________________ (the "Maturity Date"), the
entire outstanding principal balance of the indebtedness evidenced hereby
shall be due and payable in full.
(c) Notwithstanding anything herein to the contrary, the
entire outstanding principal balance of the indebtedness evidenced hereby and
all accrued but unpaid interest shall be due and payable in full upon the first
to occur of the following:
(i) The Maturity Date;
(ii) Twelve (12) months following the sale of common
stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by
the Securities and Exchange Commission (other than a
registration statement solely covering an employee benefit
plan or corporate reorganization);
(iii) Ninety (90) days following the effective date
of termination of Xxxxxxxx's employment with the Company.
3. PREPAYMENT. This Note may be prepaid in whole or in part without
penalty, provided that any partial prepayment shall be in integral multiples of
$1,000.00.
4. SECURITY. The indebtedness evidenced by this Note and the
obligations created hereby are secured by those certain shares of common stock
of Lender purchased by Borrower pursuant to a Restricted Stock Agreement of even
date herewith.
5. EVENT OF DEFAULT. If the Borrower fails to make any payment of
principal or interest as the same becomes due and payable, and such failure is
not cured within five (5) business days after written notice thereof or at any
time thereafter during the continuance of any such event, the holder may, with
or without notice to the Borrower, declare this Note and the indebtedness
evidenced hereby to be forthwith due and payable, whereupon this Note and the
indebtedness evidenced hereby shall become forthwith due and payable, without
presentment, demand, protest, or other notice of any kind, all of which are
hereby expressly waived.
6. RECOURSE. Borrower shall be personally liable for the obligations
evidenced hereby.
7. PAYMENT IN SHARES. Borrower may make any payment due and payable or
otherwise permitted hereunder by delivery of shares of Xxxxxx's common stock
owned (and fully vested) to Lender that have been owned (and fully paid for) for
at least six (6) months. For purposes of payments hereunder, any shares of
Xxxxxx's common stock shall be valued at the then fair market value (as
determined by the Board).
8. WAIVERS. Borrower hereby waives demand, presentment for payment,
notice of dishonor, protest, and notice of protest and diligence in collection
or bringing suit and agree that the holder hereof may accept partial payment, or
release or exchange security or collateral, without discharging or releasing any
unreleased collateral or the obligations evidenced hereby. Borrower further
waives any and all rights of exemption, both as to personal and real property,
under the constitution or laws of the United States or the State of Georgia.
9. ATTORNEYS' FEES. Xxxxxxxx agrees to pay reasonable attorneys' fees
and costs actually incurred by the holder hereof in collecting on this Note,
whether by suit or otherwise.
10. UNCONDITIONAL PAYMENT. Borrower is and shall be obligated to pay
principal and any and all other amounts which become payable hereunder
absolutely and unconditionally and without any abatement, postponement,
diminution or deduction and without any reduction for counterclaim or setoff. In
the event that at any time any payment received by Lender hereunder shall be
deemed by a court of competent jurisdiction to have been a voidable preference
or fraudulent conveyance under any bankruptcy, insolvency or other debtor relief
law, then the obligation to make such payment shall survive any cancellation or
satisfaction of this Note or return thereof to Borrower and shall not be
discharged or satisfied with any prior payment thereof or cancellation of this
Note, but shall remain a valid and binding obligation enforceable in accordance
with the terms and provisions hereof, and such payment shall be immediately due
and payable upon demand.
11. TRANSFER OF SECURITIES. Borrower hereby acknowledges that the
Securities will not be transferable pursuant to Rule 144 promulgated under the
Securities Exchange Act of 1933 until the entire principal balance of this Note
is paid in full.
12. MISCELLANEOUS. As used herein, the terms "Borrower," "Lender" and
"holder" shall be deemed to include their respective successors, legal
representatives and assigns, whether by voluntary action of the parties or by
operation of law. This Note is given under the seal of the party hereto, and it
is intended that this Note is and shall constitute and have the effect of a
sealed instrument according to law. This Note has been negotiated, and is being
executed and delivered in the State of Georgia, or if executed elsewhere, shall
become effective upon the Lender's receipt and acceptance of the executed
original of this Note in the State of Georgia; provided, however, that the
Lender shall have no obligation to give, nor shall Borrower be entitled to
receive, any notice of such acceptance for this Note to become a binding
obligation of Borrower. Borrower hereby submits to jurisdiction in the State of
Georgia. This Note shall be governed by and be construed in accordance with the
laws of the State of Georgia. It is intended, and the Borrower and the holder
hereof specifically agree, that the laws of the State of Georgia governing
interest shall apply to this Note and to this transaction. This Note may not be
modified except by written agreement signed by the Borrower and the holder
hereof, or by their respective successors or assigns.
13. TIME OF ESSENCE. TIME IS OF THE ESSENCE in connection with this
Note.
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IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be executed and
delivered as of the date first set forth above.
BORROWER:
________________________________ _______________________________________
Witness _______________________________________
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EXHIBIT A
