As of the 1st day of October, 1997
Xxxxxxx Xxxxxxxxxxx
0 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: Letter Agreement regarding Employee Loan
Dear Xx. Xxxxxxxxxxx:
This letter agreement shall document the status of certain loans and employee
advances made by IPC Information Systems, Inc. ("IPC" or the "Company") to you
during the course of your employment (or made to you by your prior employer,
Xxxxxxxxxxx Electric Company and transferred to IPC for value).
Employee Loans and Advances. As of the date of this Letter Agreement, the
Company has made loans and/or advances to you in the amount of $276,738.84,
inclusive of accrued interest ("Employee Loan"), which are your obligations to
repay to the Company and which shall be your obligation to repay as hereinafter
provided and which have and shall continue to bear interest at the rate of 6%
per annum.
Repayment of Employee Loan.
(i) If, at any time on or after the date hereof, a bonus is payable to you in
accordance with Section 3.2 of the Employment and Noncompetition Agreement,
entered into between IPC and you of even date hereof (the "Agreement"),
five-eighths (5/8ths) of such bonus shall be retained by the Company and applied
to the payment of accrued interest and principal on the Employee Loan; provided,
however, that the maximum amount which you shall be required to repay from
bonuses payable under Section 3.2 of the Agreement during any fiscal year of the
Company shall be the lesser of (a) Fifty Thousand Dollars ($50,000) or the
entire outstanding amount of principal and accrued interest; and
(ii) If, at any time on or after the date hereof, a bonus is payable to you in
accordance with Section 3.9 of the Agreement and on any such payment date any
portion of the Employee Loan remains outstanding, then in addition to any
Employee Loan payments required under paragraph (i), above, an amount equal to
one-third of the then-outstanding principal of the Employee Loan plus all
accrued interest (or, if the entire amount of principal and interest then
remaining due shall be less, the entire amount of outstanding principal and all
accrued interest) shall be payable, provided, however, that such amount payable
hereby shall not exceed five-eighths (5/8ths) of the total bonus payable to you
on said date.
Notwithstanding the foregoing, the Employee Loan (which shall also mean any
additional loans and/or advances which may be made to you, in the Company's sole
discretion, except for any amounts which may be paid by the Company in
accordance with Section 3.4 (c) with respect to "split-dollar" life insurance,
which repayments to the Company shall be made in accordance therewith) and all
accrued interest shall be repaid to the Company in full not later than the
earlier to occur of (i) the expiration of the Initial Term of the Agreement and
(ii) the sixtieth (60th) day after the termination of the Agreement for any
reason
Any amounts payable by you under paragraphs (i) and (ii), above may be deducted
by the Company from any bonus payments due on said payment dates and shall be
applied to the payment of accrued interest and principal (in that order of
priority) on the Employee Loan.
Yours sincerely,
IPC Information Systems, Inc.
By:
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S. T. Xxxxxx, President and CEO
Please indicate your agreement to and acceptance of the terms of this Letter
Agreement by signing below:
Accepted and Agreed:
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Xxxxxxx X. Xxxxxxxxxxx Witness
Date:
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