EXHIBIT 10.28
LOAN AGREEMENT
This loan agreement is entered into as of the _________ day of August, 1999
by and between
Chello Broadband N.V. with its corporate seat at Amsterdam, The Netherlands
(hereinafter referred to as "Chello"), on the one hand, and
X. X. Xxxxxxxxx, residing at 00 Xxxx Xxxx Xxxxx, xxxx 0, Xxxxxx, X0 0XX, Xxxxxx
Xxxxxxx (hereinafter referred to as "Employee") on the other hand.
WITNESSETH:
WHEREAS, a stock option plan has been established for Chello (the "Plan"),
pursuant to which Employee has been granted an option to acquire 300,000 Rights
(as defined in the Plan; hereinafter referred to as the "Option");
WHEREAS, after careful consideration, Employee has decided to exercise the
Option granted, but to maintain full ownership of the Certificates purchased
under such Option until a later moment in time;
WHEREAS, Chello is prepared to lend to Employee an amount of money equal to the
amount of money to be paid by the Employee for the Option so exercised against
the terms and conditions contained herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Chello hereby agrees to lend to Employee and Employee hereby agrees to
borrow from Chello the amount of NLG 6,000,000 (six million Netherlands
Guilders). (Such amount as increased pursuant to paragraph 3 is referred to
as the "Loan").
2. No interest shall be due and/or payable on the Loan; however, tax
authorities will impute interest and treat imputed interest as income.
Chello will pay the amount of any taxes assessed on the imputed interest and
any such amount paid by Chello will be added to the Loan.
3. (a) Employee hereby agrees to repay the amount of the loan upon the first
sale of the Certificates (as defined in the Plan) to the Foundation (as
defined in the Plan), or the first conversion of Certificates into
Shares (as defined in the Plan).
(b) In case of a sale of Certificates originating from the Option referred
to in the first Whereas-clause to the Foundation or any other entity
designated in accordance with the Plan, the Employee hereby authorizes
the Foundation to withhold the corresponding amount of the loan from the
payment to be made to Employee by the Foundation, and Chello hereby
acknowledges that such withholding shall relieve the Employee from the
repayment to Chello of the amount so withheld.
(c) Furthermore and notwithstanding (b) above, if the Employee still owns
Certificates originating from the Option referred to in the first
Whereas-clause at the moment that the Option would otherwise have
expired, and the Employee continues to own those Certificates after such
time, then the Employee shall immediately repay the then outstanding
amount of the loan in full.
4. Should the Employee transfer the remaining Certificates originating from the
Option referred to in the first Whereas-clause to the Foundation or any
other entity designated in accordance with the Plan for the original
exercise price, then Employee herewith authorizes the Foundation to pay the
amount due to Employee on behalf of Employee to Chello and this loan
agreement shall terminate at such time, without the Employee having to pay
any amount to Chello, other than amounts already due prior to such transfer
as a consequence of Section 2 above.
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5. This Agreement and all other documents related to the grant of the Option
together form the entire agreement between the parties.
6. Netherlands law shall be applicable to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement.
CHELLO BROADBAND N.V. M. L. XXXXXXXXX
By:
Title:
Read and Acknowledged:
Stichting Administratiekantoor Chello Broadband
By:
Title:
Date:
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