EXHIBIT 10.47
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PROMISSORY NOTE
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$175,000.00 January 7, 2000
FOR VALUE RECEIVED, Xxxxxxx X. Xxxxxxx (the "Borrower") promises to pay
to the order of Transcrypt International, Inc., a Delaware corporation ("the
"Lender"), the principal sum of One Hundred Seventy-Five Thousand Dollars
($175,000.00), with no interest (except as otherwise provided herein). Said
principal amount shall be due and payable on or before February 28, 2003.
Payments due hereunder shall be personally delivered by the Borrower to Lender
at 0000 X.X. 1st Street, Lincoln, Nebraska 68521, or to such other address as
Lender may designate in writing.
Payments on the outstanding principal balance owed hereunder shall be
paid by Xxxxxxxx to Lender on or before the last day of February in calendar
years 2001 and 2002. The amount of each payment shall be equal to fifty percent
(50%) of the amount of any bonus paid to Borrower by Lender, net of any
applicable standard taxes and/or deductions, in each such calendar year.
Borrower hereby expressly authorizes the Lender to withhold and retain said
amounts from any bonus to be paid to Borrower by Xxxxxx in calendar years 2001
and 2002 for the purpose of applying said amounts toward payment and
satisfaction of the obligations owed to Lender by Borrower hereunder. The entire
remaining unpaid principal balance owed hereunder shall be due and payable in a
single lump sum on or before February 28, 2003.
Borrower shall have the right to prepay the principal amount due
hereunder at any time, in whole or in part, without penalty or premium;
PROVIDED, HOWEVER, any partial prepayment shall not postpone the due date of any
subsequent payment contemplated hereunder.
Upon the occurrence of any Event of Default (as hereinafter defined),
the principal amount then due shall, from the date of such Event of Default,
bear interest at an annual rate equal to the then-current one-year Treasury Bill
interest rate as of the date of Default, as published in THE WALL STREET
JOURNAL, until paid in full.
Xxxxxxxx acknowledges and agrees that an event of default shall be
deemed to have occurred hereunder upon the occurrence of any one or more of the
following events (an "Event of Default"):
(a) The failure of Borrower to pay Lender any portion of the
principal balance owed hereunder when due;
(b) The failure or refusal of the Borrower to punctually and
properly perform, observe and comply with any covenant,
agreement or condition contained herein;
(c) The termination of Xxxxxxxx's employment with Xxxxxx because
of death, resignation, removal or any other cause or reason
whatsoever; or
(d) Xxxxxxxx shall (i) be adjudicated a bankrupt or insolvent, or
admit in writing his inability to pay his debts as they
mature, (ii) make an assignment for the benefit of creditors,
(iii) apply for or consent to the appointment of any
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receiver, trustee or similar officer for all or a substantial
part of his property, or such receiver, trustee or similar
officer shall be appointed without the application or consent
of Borrower and such appointment shall continue undischarged
for a period of twenty-four (24) hours, or (iv) institute (by
petition, application, answer, consent or otherwise) any
bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, liquidation or similar
proceeding under the laws of any jurisdiction or any such
proceeding shall be instituted (by petition, application or
otherwise) against Borrower and shall remain undismissed for a
period of twenty-four (24) hours.
Upon the occurrence of an Event of Default, the Lender may, at its
option, declare the entire principal balance owing hereunder immediately due and
payable, without further notice, demand or presentment, all of which are hereby
waived by the Borrower. Failure to exercise this option shall not constitute a
waiver by the Lender of the right to exercise the same upon the occurrence of
any subsequent Event of Default.
In the event default is made in the prompt payment of any amount when
due or declared due pursuant to this Promissory Note, and this Promissory Note
is placed in the hands of an attorney for collection or to defend or enforce any
of the legal holder's rights hereunder, or if the same is collected through any
judicial proceeding whatsoever, then Borrower, together with all other parties
liable for payment hereof, agrees to pay to the legal holder all professional
fees, together with all court costs and expenses incurred by such holder in
connection with such proceeding, except to the extent such obligations are
prohibited by law.
Borrower hereby covenants and agrees to hold harmless and indemnify
Lender, upon demand by Xxxxxx, from and against any and all costs, expenses,
charges, taxes, penalties or other liability of any nature imposed on or
incurred by Xxxxxx relating to, resulting from or arising in connection with the
loan to Borrower evidenced hereby, including, without limitation, any and all
costs, expenses and charges of any nature relating to the imputation of interest
on amounts loaned to Borrower hereunder.
Borrower hereby waives presentment and demand for payment, protest,
notice of protest and nonpayment or dishonor, notice of acceleration and notice
of intent to accelerate, diligence in collecting and grace, and consents to all
extensions, without notice for any period or periods of time and partial
payments, before or after maturity hereof, without prejudice to the rights of
the Lender arising hereunder.
THIS NOTE, AND ALL OTHER DOCUMENTS EXECUTED IN CONNECTION XXXXXXXX,
REPRESENT THE FINAL AND ENTIRE AGREEMENT BETWEEN THE PARTIES PERTAINING TO THE
SUBJECT MATTER HEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
SUBSEQUENT OR CONTEMPORANEOUS ORAL AGREEMENTS. THERE ARE NO ORAL AGREEMENTS
BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF.
This Note shall be governed by and construed in accordance with the
laws of the State of Nebraska.
This Promissory Note and all provisions herein are binding upon
Xxxxxxxx and his heirs, personal representatives, executors and assigns, and
shall inure to the benefit of Lender and its successors and assigns. Borrower
shall not assign any right or delegate any obligation arising hereunder without
the prior written consent of Xxxxxx. Lender does not by
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any act, delay, omission or otherwise waive any of its rights or remedies, and
no waiver of any kind pertaining to the obligations arising hereunder shall be
valid or enforceable against Lender unless such waiver is in writing and signed
by an authorized representative of Lender.
IN WITNESS WHEREOF, the Borrower has executed and delivered this
Promissory Note on the date herein above first set forth.
BORROWER:
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
STATE OF NEBRASKA )
) ss.
COUNTY OF LANCASTER )
The foregoing instrument was acknowledged before me this ____ day of
___________________, 2000, by Xxxxxxx X. Xxxxxxx.
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Notary Public
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