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EXHIBIT 10.8
SECURED FULL RECOURSE PROMISSORY NOTE
Fremont, California
$[ ] [ ], 2000
Reference is made to that certain Stock Option Exercise Agreement (the
"PURCHASE AGREEMENT") of even date herewith, by and between the undersigned (the
"PURCHASER") and Virage Logic Corporation, a California corporation (the
"COMPANY"), issued to Purchaser under the Company's 1997 Equity Incentive Plan
(the "PLAN"). This Secured Full Recourse Promissory Note (the "NOTE") is being
tendered by Purchaser to the Company as the total purchase price of the Shares
(as defined below) pursuant to the Purchase Agreement.
1. OBLIGATION. In exchange for the issuance to the Purchaser pursuant to
the Purchase Agreement of [ ] shares of the Company's Common Stock (the
"SHARES"), receipt of which is hereby acknowledged, Purchaser hereby promises to
pay to the order of the Company on or before [ ], 2005, at the Company's
principal place of business located at 000 00 Xxxxxxx Xxxx., Xxxxxxxxxx 00000,
or at such other place as the Company may direct, the principal sum of One
Hundred Fifty Thousand Dollars ($[ ]) together with interest compounded
annually on the unpaid principal at the rate of six and sixty-nine hundredths
percent (6.69%), which rate is not less than the minimum rate established
pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended, on
the earliest date on which there was a binding contract in writing for the
purchase of the Shares; provided, however, that the rate at which interest will
accrue on unpaid principal under this Note will not exceed the highest rate
permitted by applicable law. All payments hereunder shall be made in lawful
tender of the United States.
2. SECURITY. Performance of Purchaser's obligations under this Note is
secured by a security interest in the Shares granted to the Company by Purchaser
under a Stock Pledge Agreement dated of even date herewith between the Company
and Purchaser (the "PLEDGE AGREEMENT").
3. EVENTS OF DEFAULT. Purchaser will be deemed to be in default under
this Note upon the occurrence of any of the following events (each an "EVENT OF
DEFAULT"): (i) upon Purchaser's failure to make any payment when due under this
Note; (ii) Purchaser is Terminated (as defined in the Plan); (iii) the failure
of any representation or warranty in the Pledge Agreement to have been true, the
failure of Purchaser to perform any obligation under the Pledge Agreement, or
upon any other material breach by the Purchaser of the Pledge Agreement; (iv)
any voluntary or involuntary transfer of any of the Shares or any interest
therein (except a transfer to the Company); (v) upon the filing regarding the
Purchaser of any voluntary or involuntary petition for relief under the United
States Bankruptcy Code or the initiation of any proceeding under federal law or
law of any other jurisdiction for the general relief of debtors; or (vi) upon
the execution by Purchaser of an assignment for the benefit of creditors or the
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appointment of a receiver, custodian, trustee or similar party to take
possession of Purchaser's assets or property.
4. ACCELERATION; REMEDIES ON DEFAULT. Upon the occurrence of any Event
of Default, at the option of the Company, all principal and other amounts owed
under this Note shall become immediately due and payable without notice or
demand on the part of the Company, and the Company will have, in addition to its
rights and remedies under this Note, the Pledge Agreement, full recourse against
any real, personal, tangible or intangible assets of Purchaser, and may pursue
any legal or equitable remedies that are available to it.
5. RULE 144 HOLDING PERIOD. PURCHASER UNDERSTANDS THAT THE HOLDING
PERIOD SPECIFIED UNDER RULE 144(d) OF THE SECURITIES AND EXCHANGE COMMISSION
WILL NOT BEGIN TO RUN WITH RESPECT TO SHARES PURCHASED WITH THIS NOTE UNTIL
EITHER (i) THE EXERCISE PRICE OF SUCH SHARES IS PAID IN FULL IN CASH OR BY OTHER
PROPERTY ACCEPTED BY THE COMPANY, OR (ii) THIS NOTE IS SECURED BY COLLATERAL,
OTHER THAN THE SHARES THAT HAVE NOT BEEN FULLY PAID FOR IN CASH, HAVING A FAIR
MARKET VALUE AT LEAST EQUAL TO THE AMOUNT OF PURCHASER'S THEN OUTSTANDING
OBLIGATION UNDER THIS NOTE (INCLUDING ACCRUED INTEREST).
6. PREPAYMENT. Prepayment of principal and/or other amounts owed under
this Note may be made at any time without penalty. Unless otherwise agreed in
writing by the Company, each payment will be applied to the extent of available
funds from such payment in the following order: (i) first to the accrued and
unpaid costs and expenses under the Note or the Pledge Agreement, (ii) then to
accrued but unpaid interest, and (iii) lastly to the outstanding principal.
7. GOVERNING LAW; WAIVER. The validity, construction and performance of
this Note will be governed by the internal laws of the State of California,
excluding that body of law pertaining to conflicts of law. Purchaser hereby
waives presentment, notice of non-payment, notice of dishonor, protest, demand
and diligence.
8. ATTORNEYS' FEES. If suit is brought for collection of this Note,
Purchaser agrees to pay all reasonable expenses, including attorneys' fees,
incurred by the holder in connection therewith whether or not such suit is
prosecuted to judgment.
IN WITNESS WHEREOF, Purchaser has executed this Note as of the date and
year first above written.
Purchaser's Name Purchaser's Signature
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Purchaser's Name Purchaser's Signature
[Signature page to Virage Logic Corporation Secured Full Recourse Promissory
Note]
