EXHIBIT 10.36
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (this "Agreement") is entered into effective
as of March 1, 2001, by and between Vyyo Inc., a Delaware corporation (the
"Corporation"), and Xxxx X'Xxxxxxx ("X'Xxxxxxx").
WHEREAS, the parties hereto have entered into a Loan and Pledge Agreement
dated as of December 4, 2000, and amended as of March 1, 2001 (as so amended,
the "Loan Agreement"), and in connection therewith X'Xxxxxxx has issued a
promissory note dated December 4, 2000 to the Corporation (the "Note"); and
WHEREAS, in consideration of the Loan Agreement and the Note, the parties
desire to enter into this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. The Corporation hereby agrees that it shall reimburse X'Xxxxxxx up to
$500,000 for any net United States (federal) and California income tax liability
incurred by X'Xxxxxxx as a direct result of either (i) the amendment of the Loan
Agreement or (ii) the final settlement of the loan extended to X'Xxxxxxx by the
Corporation pursuant to the Loan Agreement and the Note, provided that at the
time of such final settlement (i) X'Xxxxxxx delivers and assigns to the
Corporation all of the shares of the Corporation's common stock securing the
Note and (ii) the market value of the shares securing the Note is not greater
than the balance of the principal and interest then due under the Note. Subject
to the above $500,000 limit, the Corporation shall also reimburse X'Xxxxxxx for
any net United States (federal) and California tax liability directly resulting
from any of the above reimbursement payments to X'Xxxxxxx pursuant to this
Agreement.
2. This Agreement, and all the terms hereof, shall inure to the benefit of
and be binding upon the parties hereto and their respective successors,
executors, administrators or assigns.
3. This Agreement shall be governed by and construed in accordance with
the laws of the state of California, applicable to contracts between California
residents entered into and to be performed entirely within the state of
California.
4. This Agreement may be executed in any number of counterparts, each of
which may be executed by less than all of the parties, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the 1st day of March, 2001.
VYYO INC. XXXX X'XXXXXXX
By: /s/ Xxxxxx Xxxx /s/ Xxxx X'Xxxxxxx
----------------------------- ---------------------
Name: Xxxxxx Xxxx
--------------------------
Title: Chairman of the Board
--------------------------
