EXHIBIT 10.20
NAVIANT, INC.
NOTE SECURED BY STOCK PLEDGE AGREEMENT
$_____________ January 25, 0000
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx
FOR VALUE RECEIVED, _________________ ("Maker") promises to pay to the
order of Naviant, Inc. (the "Corporation"), at its corporate offices at 00
Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000, the principal
sum of $_________, together with all accrued interest thereon, upon the terms
and conditions specified below.
1. Interest. Interest shall accrue on the unpaid balance outstanding
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from time to time under this Note at the rate of 6.21% per annum, compounded
annually.
2. Principal. The entire principal balance of this Note, together with
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all accrued and unpaid interest, shall become due and payable in one lump sum on
January 24, 2004.
3. Payment. Payment shall be made in lawful tender of the United States
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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
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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 principal or the
accrued interest on this Note and the continuation of either such default for
more than 30 days; or
B. the expiration of the 30-day period following the date the Maker
ceases for any reason to remain in the Corporation's employ; or
C. an acquisition of the Corporation (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; 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, acceleration shall not occur
prior to the end of the 60-day period immediately following the end of the
applicable restriction period required under Accounting Series Release Numbers
130 and 135; or
D. 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
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
E. the occurrence of any event of default under the Stock Pledge
Agreement securing this Note or any obligation secured thereby.
5. Special Acceleration Event. In the event the Maker sells or otherwise
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transfers for value one or more shares of the Corporation's common stock
purchased with the proceeds of this Note, then any unpaid portion of the
principal balance of this Note attributable to the purchase price of those
shares shall become immediately due and payable, together with all accrued and
unpaid interest on that principal portion.
6. Employment. For purposes of applying the provisions of this Note, the
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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 50%-or-more owned (directly
or indirectly) subsidiaries.
7. Security. The proceeds of the loan evidenced by this Note shall be
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applied solely to the payment of the purchase price of _________ 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 Maker
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promises to pay all costs and expenses (including reasonable attorneys' fees)
incurred in connection with such action.
9. Waiver. A waiver of any term of this Note, the Stock Pledge Agreement
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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 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.
The Maker waives presentment, demand, notice of dishonor, notice of
default or delinquency, notice of acceleration, notice of protest and
nonpayment, notice of costs, expenses or losses and interest thereon, notice of
interest on interest and diligence in taking any action to collect any sums
owing under this Note or in proceeding against any of the rights or interests in
or to properties securing payment of this Note.
10. Conflicting Agreements. In the event of any inconsistencies between
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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.
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11. Governing Law. This Note shall be construed in accordance with the
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laws of the Commonwealth of Pennsylvania.
MAKER: ______________________
___________________
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