EXHIBIT 10.28
LOAN AGREEMENT
NOTE
THIS LOAN IS PAYABLE IN FULL AT MATURITY. YOU MUST REPAY THE ENTIRE PRINCIPAL
BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. THE LENDER IS UNDER NO
OBLIGATION TO REFINANCE THE LOAN AT THAT TIME. YOU WILL, THEREFORE, BE REQUIRED
TO MAKE PAYMENT OUT OF OTHER ASSETS THAT YOU MAY OWN, OR YOU WILL HAVE TO FIND A
LENDER, WHICH MAY BE THE LENDER YOU HAVE THIS LOAN WITH, WILLING TO LEND YOU THE
MONEY. IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY HAVE TO PAY SOME OR ALL
OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN
REFINANCING FROM THE SAME LENDER.
October 21, 1996 Troy, N.Y.
Loan for the purchase of Xxx 00 Xxxx Xxxxx Xxxxxxx
1. BORROWER'S PROMISE TO PAY
In return for a loan that we have received, we promise to pay U.S. Two
Hundred Thousand ($ 200,000.00) dollars (this amount is called "principal"),
plus interest, to the order of the Lender. The Lender is MAPINFO CORPORATION.
we understand that the Lender may transfer this Note. The Lender or anyone who
takes this Note by transfer and who is entitled to receive payments under this
Note is called the "Note Holder".
2. INTEREST
Interest will be charged on unpaid principal until the full amount of
principal has been paid. We will pay interest at a yearly rate of 5%.
The interest rate required by this Section 2 is the rate we will pay
both before and after any default described in Section 5(B) of this Note.
3. PAYMENTS
We will pay principal and interest as follows:
a) $50,000.00 upon the sale of our Connecticut home which we
will continue to actively market;
b) principal in the amount of the profit realized by us, net of
federal, state and local income tax liabilities, from the exercise by us of
MapInfo stock options and sale of that MapInfo stock, to be paid upon the
receipt of such proceeds;
c) all amounts we still owe under this Note, together with all
accrued and unpaid interest upon the earliest to occur of the following: (i) 90
days after termination of D. Xxxxxx Xxxxxx'x MapInfo employment for any reason;
or (ii) 6 years from date of loan; or (iii) upon the sale by us of all or any
part of Xxx 00 Xxxx Xxxxx Xxxxxxx, Xxxx xx Xxxxxxx, X.X.
We will make our payments at MapInfo Corporations' principal place of
business in North Greenbush, N.Y. or at a different place if required by written
notice from MapInfo Corporation
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