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EXHIBIT 10.20
LOAN FORGIVENESS AGREEMENT
This Loan Forgiveness Agreement, dated January 14, 2000, is by and between
Xxxxxxxx.xxx, Inc., a Nevada Corporation ("Datalink"), Xxxxxxx XxXxxx and Xxxxxx
XxXxxx (the "LaPines").
Recitals.
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A. Datalink and Xxxxxxx XxXxxx entered into an Employment Agreement, dated May
1, 1999, whereby Xx. XxXxxx agreed to serve as Chief Executive Officer of
Datalink (the "Employment Agreement"). Except as otherwise set forth herein,
capitalized terms shall have the meanings ascribed to them in the Employment
Agreement.
B. Subject to the terms and conditions set forth herein, Xx. XxXxxx and Datalink
desire to supplement the Employment Agreement to provide for the loan
forgiveness of the principal and interest due under that certain Nonrecourse
Promissory Note dated November 5, 1997 (the "Note"), provided that Xx. XxXxxx
continues as Chief Executive Officer of Datalink through May 1, 2004.
Agreement.
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NOW, THEREFORE in consideration of the mutual covenants set forth herein
and for other good and valuable consideration, the parties hereby agree as
follows:
1. Loan Forgiveness. At the close of business on May 1, 2004 (the "Fifth
Anniversary"), all principal and interest due under that certain Nonrecourse
Promissory Note, dated November 5, 1997 in the original principal amount of
$1,050,000, executed and delivered by the LaPines in favor of Datalink (the
"Note"), shall be automatically and immediately forgiven and cancelled, provided
that the following conditions have been met:
1.1 Xx. XxXxxx shall have continued as Chief Executive Officer of
Datalink through the close of business on May 1, 2004; and
1.2 There shall be no existing and uncured default by Xx. XxXxxx of
any material obligation of his under the Employment Agreement.
Provided that the foregoing conditions have been met, at the close of business
on the Fifth Anniversary, Datalink shall cancel the Note, record such
cancellation on the books and records of DataLink and deliver the original Note,
xxxx cancelled, to the LaPines, provided however, that Datalink's failure to
perform any of the foregoing acts shall not in any way affect the automatic
cancellation of the debts and obligations of the LaPines under the Note.
Concurrently with the close of business on the Fifth Anniversary, the LaPines
shall be forever and unconditionally released from all obligations and
liabilities whatsoever under the Note.
1.3 Acceleration. In the event of an acquisition, merger, or other
consolidation in which Xxxxxxxx.xxx is not the surviving corporation, or in the
event of the death of Xxxxxxx XxXxxx, between the date of this Agreement and May
1, 2004, this Agreement shall automatically accelerate to cancel all the debts
and obligations of the LaPines under the Note.
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2. Jurisdiction, Venue and Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of
California (regardless of that jurisdiction or any other jurisdiction's choice
of law principles). To the extent permitted by law, the parties hereto agree
that all actions or proceedings arising in connection herewith, shall be
litigated in the state and federal courts located in the State of California,
and each party hereby waives any right it may have to assert the doctrine of
Forum Non Conveniens or to abject to venue. The parties each hereby stipulate
that the state and federal courts located in the County of Santa Xxxxx, State of
California, shall have personal jurisdiction and venue over each party for the
purpose of litigating any such dispute, controversy or proceeding arising out of
or related to this Agreement. To the extent permitted by law, service of process
sufficient for personal jurisdiction in any action against either party may be
made by registered or certified mail, return receipt requested, to its address
indicated on the first page hereof.
3. Validity. If any one or more of the provisions ( or any part thereof) of
this Agreement shall be held to be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
(or any part thereof) shall not in any way be affected or impaired thereby.
4. Attorneys' Fees. The prevailing party shall be entitled to recover from
the loosing party its attorneys' fees and cost incurred in any action or
proceeding, including arbitration, brought to interpret this Agreement or to
enforce any right arising out of this agreement.
5. No Waiver of Rights. The delay or failure of either party to enforce at
any time any provision of this Agreement shall in no way be considered a waiver
of any such provision, or any other provision, of this Agreement. No waiver of,
or delay or failure to enforce any provision of this Agreement shall in any way
be considered a continuing waiver of any such provision, or any other provision
of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Loan Forgiveness
Agreement as of the date first set forth above.
DATALINK: XXXXXXXX.XXX, INC.
By:
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Xxxx Xxxxxx, Secretary
XX. XXXXXX: -----------------------------------
Xxxxxxx XxXxxx
XXXXXX XXXXXX: -----------------------------------
Xxxxxx XxXxxx
