Exhibit 10.11
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION FROM SUCH REGISTRATION.
PROMISSORY NOTE
July 14, 1998
US$160,001.28
FOR VALUE RECEIVED, the undersigned ("Debtor") hereby promises to pay to
Stride & Associates, Inc., a Delaware corporation ("Payee"), at such place or
places as may be specified by Payee or any holder hereof, in legal tender of the
United States of America, the principal amount of $160,001.28 (the "Principal"),
with interest at the rate of 6.00% per annum, compounded annually, on the unpaid
balance. Interest shall accrue commencing on the date hereof and shall be due
and payable in full at the Repayment Date (as hereinafter defined). The Debtor
shall pay to Payee, within ten (10) days after receipt thereof, the net
after-tax proceeds from any sale by the Debtor of the shares ("Shares") of
Common Stock, par value $.01 per share, of Stride & Associates, Inc. in
reduction of the Principal and accrued interest thereon until such time as such
Principal and interest have been repaid in full, and in connection with each
such payment shall pay accrued but unpaid interest on the amount so prepaid. For
purposes hereof, net after-tax proceeds refers to the amount received by the
Debtor upon any sale of such Shares, less brokerage commissions or underwriting
discounts, other expenses of every kind, including documentary, excise and other
taxes, if any, directly relating to the sale and an amount equal to the federal,
state and local taxes on any gain from such sale (as determined by multiplying
the amount of such gain by the combined maximum federal, state and local tax
rate applicable to the sale of such Shares by the Debtor, taking into account
the holding period for such Shares and any federal income tax deduction for
state and local income taxes). In any event, any Principal then unpaid shall be
due and payable, with accrued interest thereon, on the fourth (4th) anniversary
of date hereof (the "Repayment Date").
This Note is subject to the terms of and the payment hereof is secured by
a certain Pledge Agreement dated as of the date hereof by and between Debtor and
Payee (the "Pledge Agreement").
In case an Event of Default, as defined in the Pledge Agreement, shall
occur, the aggregate unpaid balance of Principal and accrued interest thereon
may be declared to be due and payable in the manner and with the effect provided
in the Pledge Agreement. The obligation of the undersigned Debtor to pay the
Recourse Amount (as hereinafter defined) shall
be absolute and unconditional, and the Payee shall have full recourse against
the Debtor's assets (including, but not limited to, the collateral pledged
pursuant to the Pledge Agreement) to recover the Recourse Amount. The Recourse
Amount as of any time shall mean 25% of the Principal reduced by 25% of each
payment of Principal made by or on behalf of the Debtor from any source. With
respect to amounts due and payable hereunder in excess of the Recourse Amount,
the Payee shall have no recourse against the Debtor or any of his assets other
than the collateral pledged pursuant to the Pledge Agreement, and Payee shall
look only to its rights as provided in the Pledge Agreement for the repayment of
amounts in excess of the Recourse Amount.
Debtor may discharge the obligations undertaken hereby, at any time, by
repaying the outstanding Principal and accrued interest thereon, without
penalty. Debtor may, without penalty, make a partial prepayment of Principal
and/or accrued interest thereon in any amount at any time and may thereby reduce
any required future payment hereunder by the amount of such prepayment.
Debtor expressly waives presentment for payment, protest and demand,
notice of protest, demand and dishonor and expressly agrees that this Note may
be extended from time to time without in any way affecting the liability of
Debtor. No delay or omission on the part of Payee in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note.
This Note may from time to time be extended by Payee, with or without
notice to Debtor, and any related right may be waived, exchanged, surrendered or
otherwise dealt with, all without affecting the liability of Debtor, in each
case in the sole discretion of Payee.
This Note may be changed, modified or terminated only by an agreement
in writing that is signed by the Debtor and Payee. This Note shall be governed
by and construed in accordance with the laws of The Commonwealth of
Massachusetts, and shall be binding upon the successors and assigns of Debtor
and inure to the benefit of Payee and its successors, endorsees and assigns.
DEBTOR:
/s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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