EXHIBIT 10.13
VIADOR INC.
-----------
NOTE SECURED BY STOCK PLEDGE AGREEMENT
--------------------------------------
$26,400.00 April 14, 2000
---------
FOR VALUE RECEIVED, Raja H. Venkatesh ("Maker") promises to pay to the
order of Viador Inc. (the "Corporation"), at its corporate offices at 0000
Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000, the principal sum
of Twenty-Six Thousand Four Hundred Dollars ($26,400.00), together with all
accrued interest thereon, upon the terms and conditions specified below.
1. Interest. Interest shall accrue on the unpaid balance outstanding
--------
from time to time under this Note at the rate of 6.60% per annum, compounded
semi-annually. Accrued interest will be payable by Maker on June 11, 2003.
2. Principal. The entire principal balance of this Note, together
---------
with all accrued and unpaid interest, shall become due and payable in one lump
sum on June 11, 2003.
3. Payment. Payment shall be made in lawful tender of the United
-------
States and shall be applied first to the payment of all accrued and unpaid
interest and then to the payment of principal. Prepayment of the principal
balance of this Note, together with all accrued and unpaid interest, may be made
in whole or in part at any time without penalty.
4. Events of Acceleration. The entire unpaid principal balance of
----------------------
this Note, together with all accrued and unpaid interest, shall become
immediately due and payable prior to the specified due date of this Note upon
the occurrence of one or more of the following events:
A. the failure of the Maker to pay when due the accrued interest
on this Note and the continuation of such default for more than thirty (30)
days; or
B. the expiration of the sixty (60)-day period following the date
the Maker ceases for any reason to remain in the Corporation's employ; or
C. the insolvency of the Maker, the commission of any act of
bankruptcy by the Maker, the execution by the Maker of a general assignment for
the benefit of creditors, the filing by or against the Maker of any petition in
bankruptcy or any petition for relief under the provisions of the Federal
bankruptcy act or any other state or Federal law for the relief of debtors and
the continuation of such petition without dismissal for a period of thirty (30)
days or more, the appointment of a receiver or trustee to take possession of any
property or assets of the Maker or the attachment of or execution against any
property or assets of the Maker; or
D. the occurrence of any event of default under the Stock Pledge
Agreement securing this Note or any obligation secured thereby.
5. Special Acceleration Event.
--------------------------
A. In the event the Maker sells or otherwise transfers for value
one or more shares of the Corporation's common stock serving as collateral for
this Note, then the unpaid portion of the principal balance of this Note secured
by those shares shall become immediately due and payable and shall be paid
directly out of the proceeds of such sale or transfer.
B. Should the Corporation be acquired (whether by merger or
acquisition of all or substantially all of the Corporation's assets or
outstanding voting stock) for consideration payable in cash or freely-tradable
securities, then the unpaid portion of the principal balance of this Note
attributable to any shares of the Corporation's common stock serving as
collateral for this Note which are vested at the time of such acquisition,
including any such shares which vest as a result of such acquisition, shall
become immediately due and payable upon the expiration of the ninety (90) period
following the effective of such acquisition; provided, however, that if the
Pooling of Interest Method, as described in Accounting Principles Board Opinion
No. 16, is used to account for the acquisition for financial reporting purposes,
such acceleration shall not occur at any time prior to the end of the sixty
(60)-day period immediately following the end of the applicable restriction
period required under Accounting Series Release Numbers 130 and 135.
6. Employment. For purposes of applying the provisions of this Note,
----------
the Maker shall be considered to remain in the Corporation's employ for so long
as the Maker renders services as a full-time employee of the Corporation, any
successor entity or one or more of the Corporation's fifty percent (50%)-or-more
owned (directly or indirectly) subsidiaries.
7. Security. The proceeds of the loan evidenced by this Note shall
--------
be applied solely to the payment of the purchase price of 5,000 shares of the
Corporation's common stock and payment of this Note shall be secured by a pledge
of those shares with the Corporation pursuant to the Stock Pledge Agreement to
be executed this date by the Maker. The Maker, however, shall remain personally
liable for payment of this Note and assets of the Maker, in addition to the
collateral under the Stock Pledge Agreement, may be applied to the satisfaction
of the Maker's obligations hereunder.
8. Collection. If action is instituted to collect this Note, the
----------
Corporation shall provide prior written notice to the Maker of its intent to
pursue such legal action to collect this Note and Maker promises to pay all
costs and expenses (including reasonable attorney fees) incurred in connection
with such action.
9. Waiver. A waiver of any term of this Note, the Stock Pledge
------
Agreement or of any of the obligations secured thereby must be made in writing
and signed by a duly-authorized officer of the Corporation and any such waiver
shall be limited to its express terms. No delay by the Corporation in acting
with respect to the terms of this Note or the Stock Pledge Agreement
2
shall constitute a waiver of any breach, default, or failure of a condition
under this Note, the Stock Pledge Agreement or the obligations secured thereby.
10. Conflicting Agreements. In the event of any inconsistencies
----------------------
between the terms of this Note and the terms of any other document related to
the loan evidenced by the Note, the terms of this Note shall prevail.
11. Governing Law. This Note shall be construed in accordance with
-------------
the laws of the State of California.
/s/ Raja H. Venkatesh
---------------------
MAKER: Raja H. Venkatesh
3
