Exhibit 10.10
[This document is considered confidential and privileged. It is to be shared
only with those having responsibility for the financing arrangements of the
Company subsequent to receipt of permission from both parties to the Agreement.]
NOTE
$5,350,000 Chicago, Illinois
March 17, 2000
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the
order of TABLETOP ACQUISITION CORP., a Delaware corporation ("Company"), at the
office of the Company, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx
00000, or at such other place as may be designated in writing by the holder
hereof, the principal sum of Five Million Three Hundred Fifty Thousand Dollars
($5,350,000), together with interest thereon at the Applicable Federal Rate of
Interest as calculated on the date hereof for a short-term loan, compounded
semi-annually, as such "Applicable Federal Rate" is defined in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as such code may from time
to time hereafter be amended, from the date or dates of disbursement of the
aforesaid principal sum, said principal and interest to be paid as hereinafter
provided.
So long as the undersigned remains an employee in good standing with
the Company, the Company agrees that all or a portion of the unpaid principal
balance shall be repaid by the undersigned as follows:
(a) On January 1, 2001 and on January 1 each calendar year
thereafter continuing to and including January 1, 2009, the undersigned shall
pay the outstanding principal balance and accrued and unpaid interest on the
entire principal balance as of that date in accordance with the attached
amortization table.
(b) On January 1, 2010, the undersigned shall pay the outstanding
principal balance and accrued and unpaid interest on the entire principal
balance as of that date.
In the event the undersigned's employment is terminated at any time
and for any reason by the Company or by the undersigned, the outstanding
principal balance and accrued and unpaid interest thereon shall become
immediately due and payable on demand by the Company, and if no demand is made,
on January 1, 2010.
An "Event of Default" shall exist if any of the following conditions
or events shall occur and be continuing: (i) default shall be made in the
payment of any principal or interest on this Note when the same becomes due and
payable or (ii) the undersigned (a) files, or consents by answer or otherwise to
the filing against it of, a petition for relief or reorganization or any other
petition in bankruptcy, (b) makes an assignment for the benefit of creditors or
(c) is adjudicated as insolvent. If an Event of Default has occurred and is
continuing, the Company may, by notice to the undersigned, declare this Note to
be due and payable without presentment, demand, protest, notice of dishonor and
all other demands and notices of any kind, all of which are hereby expressly
waived. Notwithstanding the previous sentence, the undersigned shall have
five business days after receipt of the notice described therein in which to
cure an Event of Default.
In the event that any payment of any principal of or interest on this
Note is not paid when due, whether by reason of maturity, acceleration or
otherwise, and this Note is placed in the hands of an attorney or attorneys for
collection or if this Note is placed in the hands of an attorney or attorneys
for representation of Company in connection with bankruptcy or insolvency
proceedings relating hereto, the undersigned promises to pay to the order of the
Company, in addition to all other amounts otherwise due hereon, the costs and
expenses of such collection, foreclosure and representation, including, without
limitation, reasonable attorneys' fees and expenses (whether or not litigation
shall be commenced in aid thereof).
The undersigned hereby waives presentment, demand for payment, protest
and notice of nonpayment or dishonor and agree that failure of the holder to
exercise any of its rights hereunder in any instance shall not constitute a
waiver thereof in that or any other instance.
Any dispute or controversy between the Company and the undersigned,
whether arising out of or relating to this Note, the breach of this Note, or
otherwise, shall be settled by arbitration administered by the American
Arbitration Association ("AAA") in accordance with its Commercial Rules then in
effect and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. Any arbitration shall be held before a
single arbitrator who shall be selected by the mutual agreement of the Company
and the undersigned, unless the parties are unable to agree to an arbitrator, in
which case, the arbitrator will be selected under the procedures of the AAA. The
arbitrator shall have the authority to award any remedy or relief that a court
of competent jurisdiction could order or grant, including, without limitation,
the issuance of an injunction. However, either party may, without inconsistency
with this arbitration provision, apply to any court having jurisdiction over
such dispute or controversy and seek interim provisional, injunctive or other
equitable relief until the arbitration award is rendered or the controversy is
otherwise resolved. Except as necessary in court proceedings to enforce this
arbitration provision or an award rendered hereunder, or to obtain interim
relief, neither a party nor an arbitrator may disclose the existence, content or
results of any arbitration hereunder without the prior written consent of the
Company and the undersigned. Notwithstanding any choice of law provision
included in this Note, the United States Federal Arbitration Act shall govern
the interpretation and enforcement of this arbitration provision. The
arbitration proceeding shall be conducted in chicago, Illinois or such other
location to which the parties may agree.
This Note has been executed in the State of Illinois and shall be
construed, interpreted and enforced in all respects in accordance with the laws
of that State.
2
Executed the day and year first above written.
/s/ Xxxxxx X. Xxxxxx
----------------------------
XXXXXX X. XXXXXX
