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EXHIBIT 10.19
FORM OF
LOAN AND SECURITY AGREEMENT
BETWEEN
XXXXXXXXXX.XXX, INC.
AND
___________________________________________
DATED AS OF ______________________, 1999
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TABLE OF CONTENTS
1. THE NOTE 1
2. PLEDGE AND SECURITY AGREEMENT .................................................................1
2.1. Grant of Security Interest ...........................................................1
2.2. Security for Obligations .............................................................2
2.3. Delivery of Collateral ...............................................................2
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE EMPLOYEE .....................................2
3.1. Execution of Agreement; Absence of Violation .........................................2
3.2. Binding Obligation ...................................................................2
3.3. Collateral ...........................................................................2
3.4. Further Assurances ...................................................................3
3.5. Voting Rights, Dividends, Etc.........................................................3
3.6. Transfers and Other Liens ............................................................3
3.7. HeadHunter Appointed Attorney-in-Fact ................................................3
4. HeadHunter AS COLLATERAL AGENT ................................................................4
5. EVENTS OF DEFAULT, REMEDIES AND INDEMNITIES ...................................................4
5.1. Events of Default.....................................................................4
5.2. Remedies .............................................................................4
5.3. Indemnity and Expenses of HeadHunter .................................................5
6. GENERAL 5
6.1. Continuing Security Interest .........................................................5
6.2. Termination ..........................................................................5
6.3. Expenses .............................................................................6
6.4. Entire Agreement .....................................................................6
6.5. Amendments ...........................................................................6
6.6. Waivers ..............................................................................6
6.7. Assignment ...........................................................................6
6.8. Notices ..............................................................................6
6.9. Governing Law; Disputes ..............................................................7
6.10. Counterparts; Facsimiles .............................................................7
6.11. Captions; Articles and Sections ......................................................7
6.12. Severability .........................................................................7
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LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT is entered into as of _______, 1999, between
XxxxXxxxxx.XXX, Inc., a Georgia corporation ("HEADHUNTER"), and _______, an
employee of HeadHunter (the "EMPLOYEE").
PRELIMINARY STATEMENTS:
(1) Simultaneously herewith, the Employee is purchasing from
HeadHunter _______ shares of ___________ stock of HeadHunter (the "SHARES") for
an aggregate purchase price of _______ Dollars ($________) the "PURCHASE
PRICE"). The Employee is paying _______ Dollars ($_______) of such purchase
price in cash. The remainder of the purchase price shall be payable by the
Employee pursuant to the terms of a promissory note being issued by the Employee
to HeadHunter dated as of the date hereof (the "Note").
(2) It is a condition precedent to HeadHunter's accepting the
Note in connection with its sale of the Shares to the Employee that the Employee
shall have granted the security interest and made the pledge and assignment
contemplated by this Agreement.
NOW, THEREFORE, in consideration of the premises and in order
to induce HeadHunter to accept the Note, the parties hereto hereby agree as
follows:
1. THE NOTE
The Employee is issuing to HeadHunter the Note in the form of Exhibit A
hereto to evidence its promise to pay _______ Dollars ($_________) as provided
in the Note.
2. PLEDGE AND SECURITY AGREEMENT
2.1. GRANT OF SECURITY INTEREST
The Employee hereby assigns and pledges to HeadHunter, and
hereby grants to HeadHunter a security interest in, the following (collectively,
the "Collateral"):
(a) all of the Shares; and
(b) all dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of such Shares, and all proceeds
(including cash proceeds) of any and all of the Collateral (including,
to the extent not otherwise included, all payments under insurance
(whether or not HeadHunter is the loss payee thereof), or any
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indemnity, warranty or guaranty, payable by reason of loss or damage to
or otherwise with respect to any of the Collateral).
2.2. SECURITY FOR OBLIGATIONS
This Agreement secures the payment of all obligations of the
Employee now or hereafter existing under this Agreement and/or the Note, whether
for principal, fees, expenses or otherwise (all such obligations being the
"SECURED OBLIGATIONS"). Without limiting the generality of the foregoing, this
Agreement secures the payment of all amounts that constitute part of the Secured
Obligations and would be owed by the Employee to HeadHunter under this Agreement
or the Note but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy or similar proceeding involving the Employee.
2.3. DELIVERY OF COLLATERAL
The Employee shall deliver all certificates or instruments
representing or evidencing Collateral to HeadHunter to be held by HeadHunter
pursuant hereto. Such certificates or instruments shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably
satisfactory to HeadHunter. HeadHunter shall have the right, in its discretion
upon the occurrence of an Event of Default, to transfer to or to register in its
name any or all of the Collateral, subject to the provisions of this Agreement.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE EMPLOYEE
The Employee hereby represents, warrants, and covenants to
HeadHunter as follows:
3.1. EXECUTION OF AGREEMENT; ABSENCE OF VIOLATION
The Employee has duly executed and delivered this Agreement.
The Employee's execution, delivery and performance of this Agreement and the
Note, the fulfillment of and compliance with the respective terms and provisions
hereof and thereof, and the consummation by the Employee of the transactions
contemplated hereby and thereby do not and will not: (a) conflict with, or
violate any term or provision of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination, or award (collectively, "Law")
having applicability to the Employee or any of his assets; (b) conflict with, or
result in any material breach of, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, any material
agreement to which the Employee is a party or by which the Employee or any of
his assets are bound; or (c) result in or require the creation or imposition of
or result in the acceleration of any indebtedness, or of any conditional sale
agreement, default of title, encroachment, encumbrance, hypothecation,
infringement, lien, pledge, reservation, restriction, security
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interest, title retention or other security arrangement, or any adverse right or
interest, charge, or claim of any nature whatsoever of, on, or with respect to
any property or property interest (collectively, "LIEN") of any nature upon, or
with respect to, the Employee or any of his assets.
3.2. BINDING OBLIGATION
Each of this Agreement and the Note constitute a valid and
binding obligation of the Employee, as applicable, enforceable against the
Employee in accordance with its terms.
3.3. COLLATERAL
The Employee is the legal and beneficial owner of the Shares
that he is assigning and pledging to HeadHunter pursuant to this Agreement, free
and clear of any Lien, except for the security interest created by this
Agreement. No effective financing statement or other instrument similar in
effect covering all or any part of the Collateral is on file in any recording
office, except such as may have been filed in favor of HeadHunter relating to
this Agreement. This Agreement and the pledge of the Collateral pursuant hereto
create a valid and perfected first priority security interest in the Collateral,
securing the payment of the Secured Obligations, and any filings and other
actions necessary or desirable to perfect and protect such security interest
have been duly taken.
3.4. FURTHER ASSURANCES
The Employee agrees that, from time to time, he will promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary or desirable, or that HeadHunter may reasonably
request, in order to perfect and protect any pledge, assignment or security
interest granted or purported to be granted hereby or to enable HeadHunter to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral.
3.5. VOTING RIGHTS, DIVIDENDS, ETC.
(a) So long as no Event of Default (as defined in Section 5.1)
shall have occurred and be continuing, the Employee shall be entitled to
exercise any and all voting and other consensual rights pertaining to the
Collateral or any part thereof that he has pledged pursuant to this Agreement
for any purpose not inconsistent with the terms of this Agreement.
(b) Any and all dividends and other distributions (whether
paid or payable in cash or otherwise) in respect of, and instruments and other
property received, receivable or otherwise distributed in respect of, or in
exchange for, any Collateral, shall be promptly delivered to HeadHunter
(together with the certificates representing such shares) to hold as Collateral
and shall, if received by the Employee, be received in trust for
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the benefit of HeadHunter, be segregated from the other property or funds of the
Employee and be forthwith delivered to HeadHunter as Collateral in the same form
as so received (with any necessary endorsement); and
(c) Upon notice to the Employee by HeadHunter following the
occurrence and during the continuance of an Event of Default, all rights of the
Employee to exercise or refrain from exercising the voting and other consensual
rights that it would otherwise be entitled to exercise pursuant hereto shall
cease, and all such rights shall thereupon become vested in HeadHunter, which
shall thereupon have the sole night to exercise or refrain from exercising such
voting and other consensual rights.
3.6. TRANSFERS AND OTHER LIENS
The Employee shall not (1) sell, assign (by operation of law
or otherwise) or otherwise dispose of, or grant any option with respect to, any
of the Collateral, or (ii) create or suffer to exist any Lien upon or with
respect to any of the Collateral except for the pledge, assignment and security
interest created by this Agreement.
3.7. HEADHUNTER APPOINTED ATTORNEY-IN-FACT
The Employee hereby irrevocably appoints HeadHunter as the
Employee's attorney-in-fact, with full authority in the place and stead of the
Employee and in the name of the Employee or otherwise, from time to time in
HeadHunter's reasonable discretion to take any action and to execute any
instrument that HeadHunter may deem necessary or advisable to accomplish the
purposes of this Agreement, including, without limitation, to file any claims or
take any action or institute any proceedings that HeadHunter may deem necessary
or desirable for the collection of any of the Collateral or otherwise to enforce
compliance with the terms and conditions of any rights of HeadHunter with
respect to any of the Collateral.
4. HEADHUNTER AS COLLATERAL AGENT
The powers conferred on HeadHunter hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder,
HeadHunter shall have no duty as to any Collateral, as to ascertaining or taking
action with respect to conversions, exchanges, tenders or other matters relative
to any Collateral, whether or not HeadHunter has or is deemed to have knowledge
of such matters, or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral. HeadHunter
shall be deemed to have exercised reasonable care in the custody and
preservation of any Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which HeadHunter accords its own property.
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5. EVENTS OF DEFAULT, REMEDIES AND INDEMNITIES
5.1. EVENTS OF DEFAULT
The Events of Default specified in the Note shall also be
Events of Default under this Agreement ("EVENTS OF DEFAULT").
5.2. REMEDIES
(a) If any Event of Default shall have occurred and be
continuing, and in addition to any rights and remedies HeadHunter may have
pursuant to the Note, HeadHunter may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party upon default under the
Uniform Commercial Code in effect in Georgia at such time (the "UNIFORM
COMMERCIAL CODE") (whether or not the Uniform Commercial Code ,applies to the
affected Collateral) and also may require the Employee to, and the Employee
hereby agrees that he will at his expense and upon request of HeadHunter
forthwith, assemble all or part of the Collateral as directed by HeadHunter and
make it available to HeadHunter at a place to be designated by HeadHunter that
is reasonably convenient to both parties and without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of HeadHunter's offices or elsewhere, or cash, on credit
or for future delivery, and upon such other terms as HeadHunter may deem
commercially reasonable. The Employee agrees that, to the extent notice of sale
shall be required by Law, at least ten days' notice to the Employee of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification. HeadHunter shall not be obligated
to make any sale of Collateral regardless of notice of sale having been given.
HeadHunter may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
(b) All cash proceeds received by HeadHunter in respect of any
sale of, collection from, or other realization upon all or any part of the
Collateral may, in HeadHunter's discretion, be held by HeadHunter as collateral
for, and/or then or at any time thereafter applied in whole or in part by
HeadHunter for the benefit of HeadHunter against, all or any part of the Secured
Obligations in such order as HeadHunter shall elect. Any surplus of such cash or
cash proceeds held by HeadHunter and remaining after payment in full of all the
Secured Obligations shall be paid over to the Employee or to whomsoever may be
lawfully entitled to receive such surplus.
5.3. INDEMNITY AND EXPENSES OF HEADHUNTER
The Employee agrees to indemnify and hold harmless HeadHunter,
any other holder of the Note and each of their affiliated companies, officers,
directors, employees, and agents (each, an "INDEMNIFIED PARTY") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable
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fees and expenses of counsel) that are incurred by any Indemnified Party, in
each case arising out of or in connection with or by reason of (including,
without limitation, in connection with any investigation, litigation or
proceeding or preparation of a defense in connection therewith) the Note, this
Agreement, or any of the transactions contemplated herein, except to the extent
such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's default in the performance of its obligations
under this Agreement or the Note. In the case of an investigation, litigation or
other proceeding to which this indemnity applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought
by the Employee or an Indemnified Party and whether or not the transactions
contemplated hereby are consummated. The Employee agrees not to assert any claim
against any Indemnified Party, on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or otherwise relating
to the Note, this Agreement, or any of the transactions contemplated herein.
6. GENERAL
6.1. CONTINUING SECURITY INTEREST
Subject to Section 6.2 hereof, this Agreement shall create a
continuing security interest in the Collateral and shall remain in full force
and effect until the payment in full in cash of the Secured Obligations, shall
be binding upon the Employee and his successors and permitted assigns, and shall
inure, together with the rights and remedies of HeadHunter hereunder, to the
benefit of HeadHunter and its successors, transferees and assigns. Without
limiting the generality of the foregoing, HeadHunter may, upon written notice to
the Employee, assign or otherwise transfer all or any portion of its rights and
obligations under the Note to any other person or entity, and such other person
or entity shall thereupon become vested with all the benefits in respect thereof
granted to HeadHunter herein or otherwise.
6.2. TERMINATION
Upon payment in full of the outstanding principal amount of
the Note and any fees or expenses payable with respect thereto, the pledge,
assignment and security interest granted hereby shall terminate and all rights
to the Collateral shall revert to the Employee. HeadHunter shall deliver to the
Employee the certificates representing the Shares and all other Collateral and
will execute and deliver to the Employee such documents as the Employee shall
reasonably request to evidence such release.
6.3. EXPENSES
Each of the parties hereto shall bear and pay all direct costs
and expenses incurred by it or on its behalf in connection with the transactions
contemplated hereunder, including filing, registration and application fees,
printing fees, and fees and expenses of its own financial or other consultants,
investment bankers, accountants, and counsel.
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6.4. ENTIRE AGREEMENT
Except as otherwise expressly provided herein, this Agreement
and the Note constitute the entire agreement among the parties hereto with
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereto, written or oral. Nothing in
this Agreement, expressed or implied, is intended to confer upon any person or
entity, other than the parties hereto or their respective successors, any
nights, remedies, obligations, or liabilities under or by reason of this
Agreement.
6.5. AMENDMENTS
This Agreement may be amended, in whole or in part, by the
written consent of the parties hereto.
6.6. WAIVERS
The failure of any Party at any time or times to require
performance of any provision hereof shall in no manner affect the night of such
Party at a later time to enforce the same or any other provision of this
Agreement. No waiver of any condition or of the breach of any term contained in
this Agreement in one or more instances shall be deemed to be or construed as a
further or continuing waiver of such condition or breach or a waiver of any
other condition or of the breach of any other term of this Agreement.
6.7. ASSIGNMENT
Except as expressly contemplated hereby, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any party hereto (whether by operation of Law or otherwise),without
the prior written consent of the other parties hereto, except that HeadHunter
may assign this Agreement and the Note to any person or entity controlled by,
controlling, or under common control with HeadHunter upon written notice of such
assignment to the Employee. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of, and be enforceable by such
parties and their respective successors and assigns.
6.8. NOTICES
All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered by hand, by
facsimile transmission, by registered or certified mail, postage pre-paid, or by
courier or overnight carrier, to the persons at the addresses set forth below
(or at such other address as may be provided hereunder), and shall be deemed to
have been delivered as of the date so delivered:
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HeadHunter:
XxxxXxxxxx.XXX, Inc.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxx Xxxxxx
Chief Financial Officer
The Employee:
_____________________________________
_____________________________________
_____________________________________
_____________________________________
6.9. GOVERNING LAW; DISPUTES
This Agreement shall be governed by and construed in
accordance with the Laws of the State of Georgia, without regard to any
applicable conflicts of Laws.
6.10. COUNTERPARTS; FACSIMILES
This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. The execution and delivery of this
Agreement by any party by facsimile shall constitute effective execution and
delivery thereof.
6.11. CAPTIONS; ARTICLES AND SECTIONS
The captions contained in this Agreement are for reference
purposes only and are not part of this Agreement. Unless otherwise indicated,
all references to particular Articles or Sections shall mean and refer to the
referenced Articles and Sections of this Agreement.
6.12. SEVERABILITY
Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
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IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement or has caused this Agreement to be executed on its behalf by its
duly authorized officers as of the day and year first above written.
XXXXXXXXXX.XXX, INC.
--------------------------------------------
By: Xxx Xxxxxx
Its: Chief Financial Officer
THE EMPLOYEE:
--------------------------------------------
Name of Employee:
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EXHIBIT A
Atlanta, Georgia
PROMISSORY NOTE
U.S. $ , 1999
-------------------- --------------------
FOR VALUE RECEIVED,_____________________________(the
"EMPLOYEE"), an employee of XxxxXxxxxx.XXX, Inc., HEREBY PROMISES TO PAY to the
order of XxxxXxxxxx.XXX, Inc. or its assigns ("HEADHUNTER"), as set forth below,
the principal sum of ___________________ Dollars ($__________) (or so much
thereof as shall not have been prepaid).
The principal amount of this Note all be payable in biweekly
installments of _________________________ Dollars ($____________), which the
Employee hereby authorizes HeadHunter to deduct from the Employee's biweekly
compensation from HeadHunter, with any unpaid balance of this Note becoming due
and payable in full on December 31, 1999. No interest shall be payable on the
principal of this Note. All payments hereunder shall be made in lawful money of
the United States of America, without offset, at the principal place of business
of HeadHunter or at such other place as HeadHunter shall have designated to the
Employee in writing.
This Note is issued in connection with the Employee's purchase
of ___________ stock from HeadHunter. The obligations of the Employee under this
Note shall be secured by the Collateral as provided in the Loan and Security
Agreement between HeadHunter and the Employee dated as of the date hereof (the
"LOAN AND SECURITY AGREEMENT").
The unpaid principal amount of this Note may be prepaid in
whole or in part at any time or times without premium or penalty. Each
prepayment shall be applied first to the payment of all interest and other
amounts accrued hereunder on the date of any such prepayment, and the balance of
any such prepayment shall be applied to the principal amount hereof.
The occurrence of any one or more of the following shall
constitute an event of default ("EVENT OF DEFAULT") hereunder:
(1) failure to pay, when due, the principal, any interest, or
any other sum payable hereunder (whether upon maturity hereof, upon any
installment payment date, upon acceleration or required prepayment, or
otherwise);
(2) any representation or warranty made by the Employee under
or in connection with this Note or the Loan and Security Agreement
shall prove to have been incorrect in any material respect when made,
or the Employee shall fall to
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perform any other term, covenant or agreement contained in this Note or
the Loan and Security Agreement on his/her part to be performed or
observed if such failure shall remain unremedied for 30 days after the
earlier of the date on which (1) the Employee becomes aware of such
failure or (ii) written notice thereof shall have been given to the
Employee by HeadHunter;
(3) the termination, for whatever reason, of the Employee's
employment with HeadHunter;
(4) the failure of the Employee generally to pay his/her debts
as such debts become due, the admission by the Employee in writing of
his/her inability to pay his/her debts as such debts become due, or the
making by the Employee of any general assignment for the benefit of
creditors; and
(5) the commencement by or against the Employee of any case,
proceeding, or other action seeking reorganization, arrangement,
adjustment, or composition of the Employee's debts under any law
relating to bankruptcy, insolvency, or relief of debtors.
Upon the occurrence of any such Event of Default hereunder,
the entire principal amount hereof shall be accelerated, and shall be
immediately due and payable, at the option of HeadHunter in the case of clauses
1, 2 and 3 above, without demand or notice, and in addition thereto, and not in
substitution therefor, HeadHunter shall be entitled to exercise any one or more
of the rights and remedies exercisable by HeadHunter upon an Event of Default
under the Loan and Security Agreement or provided by applicable law. Failure to
exercise said option or to pursue such other remedies shall not constitute a
waiver of such option or such other remedies or of the right to exercise any of
the same in the event of any subsequent Event of Default hereunder.
HeadHunter may, upon the occurrence of any such Event of
Default hereunder, have resort to the Collateral given as security for this Note
in any order, and may sell and dispose of such Collateral in whole or in part,
at any time or from time to time, with no requirement on the part of HeadHunter
to marshal assets. HeadHunter shall not be required to preserve any rights in
such Collateral as against prior parties.
The Employee promises to pay all costs and expenses (including
without limitation attorneys' fees and disbursements) incurred in connection
with the collection hereof or in the protection or realization of any collateral
now or hereafter given as security for the repayment hereof (including without
limitation the Collateral provided under the Loan and Security Agreement), and
to perform each and every covenant or agreement to be performed by the Employee
under the Loan and Security Agreement and this Note and any other instrument
evidencing or securing the obligation represented by this Note.
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Any payment on this Note coming due on a Saturday, a Sunday,
or a day which is a legal holiday in the place at which a payment is to be made
hereunder shall be made on the next succeeding day which is a business day in
such place, and any such extension of the time of payment shall be included in
the computation of interest hereunder.
To the extent permitted by applicable law, each Obligor (which
term shall include the Employee and all makers, sureties, guarantors, endorsers,
and other persons assuming obligations pursuant to this Note) under this Note
hereby waives presentment, protest, demand, notice of dishonor, and all other
notices, and all defenses and pleas on the grounds of any extension or
extensions of the time of payments or the due dates of this Note, in whole or in
part, before or after maturity, with or without notice. No renewal or extension
of this Note, no release or surrender of any collateral given as security for
this Note, no release of any Obligor, and no delay in enforcement of this Note
or in exercising any right or power hereunder, shall affect the liability of any
Obligor. The pleading of any statute of limitations as a defense to any demand
against any Obligor is expressly waived.
No single or partial exercise by HeadHunter of any night
hereunder, under the Loan and Security Agreement, or under any other agreement
given as security for this Note or pertaining hereto, shall preclude any other
or further exercise thereof or the exercise of any other rights. No delay or
omission on the part of HeadHunter in exercising any right hereunder shall
operate as a waiver of such right or of any other right under this Note.
Whenever used herein, the words "HeadHunter" and "Employee"
shall be deemed to include their respective successors and any permitted
assigns.
This Note shall be governed by, and construed in accordance
with, the laws of the State of Georgia (excluding the choice of law provisions
thereof).
THE EMPLOYEE:
--------------------------------------------
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Schedule to Exhibit 10.19
The following table sets forth the officer who entered into a loan and
security agreement substantially similar to Exhibit 10.19 and the amount of
the loan to such officer:
Name Amount of Loan
---- --------------
Xxxxx X. Xxxxxxxx $15,000
Xxxxxxx X. Xxxxxx $11,250
Xxxxxx X. Xxxxxxx $15,000
Xxxx Xxxxxxx 7,500
