1
Exhibit 10.12
LOAN AGREEMENT
THIS AGREEMENT is made as of this 19 day of January, 2000, by and between
SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇▇ ▇▇▇▇▇, an individual residing at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to the
Executive the sum of $250,000 in accordance with the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
----
1.1 The Company hereby loans to the Executive the sum of $250,000 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
5.80%, which is the "applicable Federal rate" in effect under Section 1274(d)
of the Internal Revenue Code of 1986, as amended, on the date of this Note,
shall be repaid in a single installment on January 19, 2003 (the "Repayment
Date"), subject to the provisions of Section 1.2.
ARTICLE 2
Pledge of Shares
----------------
2.1 To secure the repayment of the Principal Sum and the Interest Amount,
the Executive shall pledge to the Company any shares of the Common Stock of the
Company, no par value, which may be acquired on or after the date hereof by the
Executive (whether or not acquired using the proceeds of the loan made
hereunder) (the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with respect
to Restricted Shares which were being held in escrow until the restrictions
lapsed, the Executive shall direct that such Restricted Shares be delivered to
the Company by the escrow agent immediately upon the lapse of the applicable
restrictions). All stock certificates delivered by the Executive (or by such
escrow agent) to the Company hereunder shall be accompanied by stock powers duly
endorsed in blank and medallion signature guaranteed. Until such time, if any,
that the Company forecloses on the Pledged Shares, the Executive shall be
entitled to retain cash dividends and cash distributions (if any) in respect of,
and any voting rights incident to, the Pledged Shares.
2.2 The Executive acknowledges and agrees that the loan made hereunder is
a full-recourse loan, and if the value of the Pledged Shares is not sufficient
to repay the Principal Sum and the Interest Amount, the Executive shall be
liable to the Company for the repayment in full on the Repayment Date of the
Principal Sum and the Interest Amount.
2
2.3 Each stock certificate evidencing Pledged Shares shall be held by the
Company until the Principal Sum and the Interest Amount has been paid in full.
ARTICLE 3
Miscellaneous
-------------
3.1 This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this
Agreement shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter set forth herein. This Agreement may
be modified only by means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
3.4 This Agreement may be executed in several counterparts each of which
shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this
Loan Agreement, or any breach thereof, will be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in effect. An arbitral award will be final
and binding on both parties hereto and may be enforced by any court or judicial
authority having competent jurisdiction over either party or its assets against
whom the arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------ -----------------------
▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇▇▇ ▇▇▇▇▇
3
LOAN AGREEMENT
THIS AGREEMENT is made as of this 29 day of February, 2000, by and between
SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇; ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to the
Executive the sum of $750,000 in accordance with the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
1.1 The Company hereby loans to the Executive the sum of $750,000 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
6.11%, which is the "applicable Federal rate" in effect under Section 1274(d)
of the Internal Revenue Code of 1986, as amended, on the date of this Note,
shall be repaid in a single installment on FEBRUARY 29, 2003 (the "Repayment
Date"), subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before the
Repayment Date, the Executive terminates his employment with the Company, or
his employment is terminated by the Company, for any reason, then the Repayment
Date shall be thirty days following the date of such termination.
ARTICLE 2
Pledge of Shares
2.1 To secure the repayment of the Principal Sum and the Interest Amount,
the Executive shall pledge to the Company any shares of the Common Stock of the
Company, no par value, which may be acquired on or after the date hereof by the
Executive (whether or not acquired using the proceeds of the loan made
hereunder) (the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with respect
to Restricted Shares which were being held in escrow until the restrictions
lapsed, the Executive shall direct that such Restricted Shares be delivered to
the Company by the escrow agent immediately upon the lapse of the applicable
restrictions). All stock certificates delivered by the Executive (or by such
escrow agent) to the Company hereunder shall be accompanied by stock powers duly
endorsed in blank and medallion signature guaranteed. Until such time, if any,
that the Company forecloses on the Pledged Shares, the Executive shall be
entitled to retain cash dividends and cash distributions (if any) in respect of,
and any voting rights incident to, the Pledged Shares.
4
2.2 The Executive acknowledges and agrees that the loan made hereunder is
a full-recourse loan, and if the value of the Pledged Shares is not sufficient
to repay the Principal Sum and the Interest Amount, the Executive shall be
liable to the Company for the repayment in full on the Repayment Date of the
Principal Sum and the Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by the
Company until the Principal Sum and the Interest Amount has been paid in full.
ARTICLE 3
Miscellaneous
3.1 This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this
Agreement shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter set forth herein, but in no way
supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
3.4 This Agreement may be executed in several counterparts each of which
shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this
Loan Agreement, or any breach thereof, will be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in effect. An arbitral award will be final
and binding on both parties hereto and may be enforced by any court or judicial
authority having competent jurisdiction over either party or its assets against
whom the arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________ ___________________
▇▇▇▇▇ ▇▇▇▇▇, Chairman ▇▇▇▇ ▇▇▇▇▇▇▇
5
LOAN AGREEMENT
THIS AGREEMENT is made as of this 31 day of January, 2000, by and between
SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇; ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to
the Executive the sum of $137,500 in accordance with the terms and conditions
set forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
1.1 The Company hereby loans to the Executive the sum of $137,500 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
5.80%, which is the "applicable Federal rate" in effect under Section 1274(d)
of the Internal Revenue Code of 1986, as amended, on the date of this Note,
shall be repaid in a single installment on JANUARY 31, 2003 (the "Repayment
Date"), subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before the
Repayment Date, the Executive terminates his employment with the Company, or his
employment is terminated by the Company, for any reason, then the Repayment Date
shall be thirty days following the date of such termination.
ARTICLE 2
Pledge of Shares
2.1 To secure the repayment of the Principal Sum and the Interest Amount,
the Executive shall pledge to the Company any shares of the Common Stock of the
Company, no par value, which may be acquired on or after the date hereof by the
Executive (whether or not acquired using the proceeds of the loan made
hereunder)(the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with respect
to Restricted Shares which were being held in escrow until the restrictions
lapsed, the Executive shall direct that such Restricted Shares be delivered to
the Company by the escrow agent immediately upon the lapse of the applicable
restrictions). All stock certificates delivered by the Executive (or by such
escrow agent) to the Company hereunder shall be accompanied by stock powers duly
endorsed in blank and medallion signature guaranteed. Until such time, if any,
that the Company forecloses on the Pledged Shares, the Executive shall be
entitled to retain cash dividends and cash distributions (if any) in respect of,
and any voting rights incident to, the Pledged Shares.
6
2.2 The Executive acknowledges and agrees that the loan made hereunder is
a full-recourse loan, and if the value of the Pledged Shares is not sufficient
to repay the Principal Sum and the Interest Amount, the Executive shall be
liable to the Company for the repayment in full on the Repayment Date of the
Principal Sum and the Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by the
Company until the Principal Sum and the Interest Amount has been paid in full.
ARTICLE 3
Miscellaneous
3.1 This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this
Agreement shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter set forth herein, but in no way
supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
3.4 This Agreement may be executed in several counterparts each of which
shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this
Loan Agreement, or any breach thereof, will be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in effect. An arbitral award will be final
and binding on both parties hereto and may be enforced by any court or judicial
authority having competent jurisdiction over either party or its assets against
whom the arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________ ___________________
▇▇▇▇▇ ▇▇▇▇▇, CHAIRMAN ▇▇▇▇ ▇▇▇▇▇▇▇
7
LOAN AGREEMENT
THIS AGREEMENT is made as of this 31 day of January, 2000, by and between
SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇ ▇▇▇▇▇▇▇, an individual residing at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, #▇▇▇; ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to the
Executive the sum of $119,790.00 in accordance with the terms and conditions
set forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
1.1 The Company hereby loans to the Executive the sum of $119,790.00 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
5.80%, which is the "applicable Federal rate" in effect under Section 1274(d)
of the Internal Revenue Code of 1986, as amended, on the date of this Note,
shall be repaid in a single installment on JANUARY 31, 2003 (the "Repayment
Date"), subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before the
Repayment Date, the Executive terminates his employment with the Company, or
his employment is terminated by the Company, for any reason, then the Repayment
Date shall be thirty days following the date of such termination.
ARTICLE 2
Pledge of Shares
2.1 To secure the repayment of the Principal Sum and the Interest Amount,
the Executive shall pledge to the Company any shares of the Common Stock of the
Company, no par value, which may be acquired on or after the date hereof by the
Executive (whether or not acquired using the proceeds of the loan made
hereunder)(the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with
respect to Restricted Shares which were being held in escrow until the
restrictions lapsed, the Executive shall direct that such Restricted Shares be
delivered to the Company by the escrow agent immediately upon the lapse of the
applicable restrictions). All stock certificates delivered by the Executive (or
by such escrow agent) to the Company hereunder shall be accompanied by stock
powers duly endorsed in blank and medallion signature guaranteed. Until such
time, if any, that the Company forecloses on the Pledged Shares, the Executive
shall be entitled to retain cash dividends and cash distributions (if any) in
respect of, and any voting rights incident to, the Pledged Shares.
8
2.2 The Executive acknowledges and agrees that the loan made hereunder is
a full-recourse loan, and if the value of the Pledged Shares is not sufficient
to repay the Principal Sum and the Interest Amount, the Executive shall be
liable to the Company for the repayment in full on the Repayment Date of the
Principal Sum and the Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by the
Company until the Principal Sum and the Interest Amount has been paid in full.
ARTICLE 3
Miscellaneous
-------------
3.1 This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this
Agreement shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter set forth herein, but in no way
supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
3.4 This Agreement may be executed in several counterparts each of which
shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this Loan
Agreement, or any breach thereof, will be settled by arbitration administered
by the American Arbitration Association in accordance with its Commercial
Arbitration Rules then in effect. An arbitral award will be final and binding
on both parties hereto and may be enforced by any court or judicial authority
having competent jurisdiction over either party or its assets against whom the
arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
-------------------- -------------------
▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇ ▇▇▇▇▇▇▇
9
LOAN AGREEMENT
THIS AGREEMENT is made as of this 29 day of February, 2000, by and between
SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇; ▇▇▇▇▇▇ PLAINS, NJ 07950 (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to the
Executive the sum of $37,500 in accordance with the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration,receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:
ARTICLE 1
LOAN
1.1 The Company hereby loans to the Executive the sum of $37,500 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
6.11%, which is the "applicable Federal rate" in effect under Section 1274(d) of
the Internal Revenue Code of 1986, as amended, on the date of this Note, shall
be repaid in a single installment of FEBRUARY 29, 2003 (the "Repayment Date"),
subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before the
Repayment Date, the Executive terminates his employment with the Company, or
his employment is terminated by the Company, for any reason, then the
Repayment Date shall be thirty days following the date of such termination.
ARTICLE 2
PLEDGE OF SHARES
2.1 To secure the repayment of the Principal Sum and the Interest Amount,
the Executive shall pledge to the Company any shares of the Common Stock of the
Company, no par value, which may be acquired on or after the date hereof by the
Executive (whether or not acquired using the proceeds of the loan made
hereunder) (the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with
respect to Restricted Shares which were being held in escrow until the
restrictions lapsed, the Executive shall direct that such Restricted Shares be
delivered to the Company by the escrow agent immediately upon the lapse of the
applicable restrictions). All stock certificates delivered by the Executive (or
by such escrow agent) to the Company hereunder shall be accompanied by stock
powers duly endorsed in blank and medallion signature guaranteed. Until such
time, if any, that the Company forecloses on the Pledged Shares, the Executive
shall be entitled to retain cash dividends and cash distributions (if any) in
respect of, and any voting rights incident to, the Pledged Shares.
10
2.2 The Executive acknowledges and agrees that the loan made hereunder is
a full-recourse loan, and if the value of the Pledged Shares is not sufficient
to repay the Principal Sum and the Interest Amount, the Executive shall be
liable to the Company for the repayment in full on the Repayment Date of the
Principal Sum and Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by the
Company until the Principal Sum and the Interest Amount has been paid in full.
ARTICLE 3
Miscellaneous
3.1 This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this
Agreement shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter set forth herein, but in no way
supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
3.4 This Agreement may be executed in several counterparts each of which
shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this Loan
Agreement, or any breach thereof, will be settled by arbitration administered
by the American Arbitration Association in accordance with its Commercial
Arbitration Rules then in effect. An arbitral award will be final and binding
on both parties hereto and may be enforced by any court or judicial authority
having competent jurisdiction over either party or its assets against whom the
arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------- ----------------------
▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
11
LOAN AGREEMENT
--------------
THIS AGREEMENT is made as of this 31 day of January, 2000, by and between
SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing at ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇ PLAINS, NJ 07950 (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to the
Executive the sum of $13,576.20 in accordance with the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
1.1 The Company hereby loans to the Executive the sum of $13,576.20 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
5.80%, which is the "applicable Federal rate" in effect under Section 1274(d) of
the Internal Revenue Code of 1986, as amended on the date of this Note, shall
be repaid in a single installment on JANUARY 31, 2003 (the ""Repayment Date"),
subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before the
Repayment Date, the Executive terminates his employment with the Company, or
his employment is terminated by the Company, for any reason, then the Repayment
Date shall be thirty days following the date of such termination.
ARTICLE 2
Pledge of Shares
2.1 To secure the repayment of the Principal Sum and the Interest Amount,
the Executive shall pledge to the Company any shares of the Common Stock of
the Company, no par value, which may be acquired on or after the date hereof by
the Executive (whether or not acquired using the proceeds of the loan made
hereunder)(the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect
such security interest, the Executive shall deliver to the Company immediately
upon receipt any stock certificates representing any Pledged Shares (or, with
respect to Restricted Shares which were being held in escrow until the
restrictions lapsed, the Executive shall direct that such Restricted Shares be
delivered to the Company by the escrow agent immediately upon the lapse of the
applicable restrictions). All stock certificates delivered by the Executive (or
by such escrow agent) to the Company hereunder shall be accompanied by stock
powers duly endorsed in blank and medallion signature guaranteed. Until such
time, if any, that the Company forecloses on the Pledged Shares, the Executive
shall be entitled to retain cash dividends and cash distributions (if any) in
respect of, and any voting rights incident to, the Pledged Shares.
12
2.2 The Executive acknowledges and agrees that the loan made hereunder is
a full-recourse loan, and if the value of the Pledged Shares is not sufficient
to repay the Principal Sum and the Interest Amount, the Executive shall be
liable to the Company for the repayment in full on the Repayment Date of the
Principal Sum and the Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by the
Company until the Principal Sum and the Interest Amount has been paid in full.
ARTICLE 3
Miscellaneous
---------------
3.1 This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this
Agreement shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter set forth herein, but in no way
supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
3.4 This Agreement may be executed in several counterparts each of which
shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this Loan
Agreement, or any breach thereof, will be settled by arbitration administered
by the American Arbitration Association in accordance with its Commercial
Arbitration Rules then in effect. An arbitral award will be final and binding
on both parties hereto and may be enforced by any court or judicial authority
having competent jurisdiction over either party or its assets against whom the
arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------- -------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
13
LOAN AGREEMENT
THIS AGREEMENT is made as of this 29 day of February, 2000, by and between
SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual residing at ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to the
Executive the sum of $75,000.00 in accordance with the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
1.1 The Company hereby loans to the Executive the sum of $75,000.00 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
6.11%, which is the "applicable Federal rate" in effect under Section 1274(d)
of the Internal Revenue Code of 1986, as amended, on the date of this Note,
shall be repaid in a single installment on FEBRUARY 29, 2003 (the "Repayment
Date"), subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before the
Repayment Date, the Executive terminates his employment with the Company, or
his employment is terminated by the Company, for any reason, then the Repayment
Date shall be thirty days following the date of such termination.
ARTICLE 2
Pledge of Shares
2.1 To secure the repayment of the Principal Sum and the Interest Amount,
the Executive shall pledge to the Company any shares of the Common Stock of the
Company, no par value, which may be acquired on or after the date hereof by the
Executive (whether or not acquired using the proceeds of the loan made
hereunder) (the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with
respect to Restricted Shares which were being held in escrow until the
restrictions lapsed, the Executive shall direct that such Restricted Shares be
delivered to the Company by the escrow agent immediately upon the lapse of the
applicable restrictions). All stock certificates delivered by the Executive (or
by such escrow agent) to the Company hereunder shall be accompanied by stock
powers duly endorsed in blank and medallion signature guaranteed. Until such
time, if any, that the Company forecloses on the Pledged Shares, the Executive
shall be entitled to retain cash dividends and cash distributions (if any) in
respect of, and any voting rights incident to, the Pledged Shares.
14
2.2 The Executive acknowledges and agrees that the loan made hereunder is
a full-recourse loan, and if the value of the Pledged Shares is not sufficient
to repay the Principal Sum and the Interest Amount, the Executive shall be
liable to the Company for the repayment in full on the Repayment Date of the
Principal Sum and the Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by the
Company until the Principal Sum and the Interest Amount has been paid in full.
ARTICLE 3
Miscellaneous
3.1 This Agreement shall be binding upon the inure to the benefit of the
heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this
Agreement shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter set forth herein, but in no way
supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
3.4 This Agreement may be executed in several counterparts each of which
shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this
Loan Agreement, or any breach thereof, will be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in effect. An arbitral award will be final
and binding on both parties hereto and may be enforced by any court or judicial
authority having competent jurisdiction over either party or its assets against
whom the arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- ---------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, PRESIDENT ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15
LOAN AGREEMENT
THIS AGREEMENT is made as of this 31 day of January, 2000, by and between
SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual residing at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇; ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to the
Executive the sum of $50,395.00 in accordance with the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
1.1 The Company hereby loans to the Executive the sum of $50,395.00 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
5.80%, which is the "applicable Federal rate" in effect under Section 1274(d) of
the Internal Revenue Code of 1986, as amended, on the date of this Note, shall
be repaid in a single installment on JANUARY 31, 2003 (the "Repayment Date"),
subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before the
Repayment Date, the Executive terminates his employment with the Company, or his
employment is terminated by the Company, for any reason, then the Repayment Date
shall be thirty days following the date of such termination.
ARTICLE 2
Pledge of Shares
2.1 To secure the repayment of the Principal Sum and the Interest Amount,
the Executive shall pledge to the Company any shares of the Common Stock of the
Company, no par value, which may be acquired on or after the date hereof by the
Executive (whether or not acquired using the proceeds of the loan made
hereunder) (the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with respect
to Restricted Shares which were being held in escrow until the restrictions
lapsed, the Executive shall direct that such Restricted Shares be delivered to
the Company by the escrow agent immediately upon the lapse of the applicable
restrictions). All stock certificates delivered by the Executive (or by such
escrow agent) to the Company hereunder shall be accompanied by stock powers duly
endorsed in blank and medallion signature guaranteed. Until such time, if any,
that the Company forecloses on the Pledged Shares, the Executive shall be
entitled to retain cash dividends and cash distributions (if any) in respect of,
and any voting rights incident to, the Pledged Shares.
16
2.2 The Executive acknowledges and agrees that the loan made hereunder is
a full-recourse loan, and if the value of the Pledged Shares is not sufficient
to repay the Principal Sum and the Interest Amount, the Executive shall be
liable to the Company for the repayment in full on the Repayment Date of the
Principal Sum and Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by the
Company until the Principal Sum and the Interest Amount has been paid in full.
ARTICLE 3
Miscellaneous
3.1 This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this
Agreement shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter set forth herein, but in no way
supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
3.4 This Agreement may be executed in several counterparts each of which
shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this
Loan Agreement, or any breach thereof, will be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in effect. An arbitral award will be final
and binding on both parties hereto and may be enforced by any court or judicial
authority having competent jurisdiction over either party or its assets against
whom the arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------- -------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, PRESIDENT ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
17
LOAN AGREEMENT
THIS AGREEMENT is made as of this 31 day of January, 2000, by and
between SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇ ▇▇▇▇▇▇, an individual residing at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to
the Executive the sum of $750,000 in accordance with the terms and conditions
set forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
1.1 The Company hereby loans to the Executive the sum of $750,000 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
5.8% which is the "applicable Federal rate" in effect under Section 1274(d) of
the Internal Revenue Code of 1986, as amended, on the date of this Note, shall
be repaid in a single installment on January 31, 2003(the "Repayment Date"),
subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before
the Repayment Date, the Executive terminates his employment with the Company, or
his employment is terminated by the Company, for any reason, then the Repayment
Date shall be thirty days following the date of such termination.
ARTICLE 2
Pledge of Shares
2.1 To secure the repayment of the Principal Sum and the Interest
Amount, the Executive shall pledge to the Company any shares of the Common Stock
of the Company, no par value, which may be acquired on or after the date hereof
by the Executive (whether or not acquired using the proceeds of the loan made
hereunder) (the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with respect
to Restricted Shares which were being held in escrow until the restrictions
lapsed, the Executive shall direct that such Restricted Shares be delivered to
the Company by the escrow agent immediately upon the lapse of the applicable
restrictions). All stock certificates delivered by the Executive (or by such
escrow agent) to the Company hereunder shall be accompanied by stock powers duly
endorsed in blank
18
and medallion signature guaranteed. Until such time, if any, that the Company
forecloses on the Pledged Shares, the Executive shall be entitled to retain cash
dividends and cash distributions (if any) in respect of, and any voting rights
incident to, the Pledged Shares.
2.2 The Executive acknowledges and agrees that the loan made hereunder
is a full-recourse loan, and if the value of the Pledged Shares is not
sufficient to repay the Principal Sum and the Interest Amount, the Executive
shall be liable to the Company for the repayment in full on the Repayment Date
of the Principal Sum and the Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by
the Company until the Principal Sum and the Interest Amount has been paid in
full.
ARTICLE 3
Miscellaneous
3.1 This Agreement shall be binding upon and inure to the benefit of
the heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this Agreement
shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter set forth herein, but in no
way supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
3.4 This Agreement may be executed in several counterparts each of
which shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this
Loan Agreement, or any breach thereof, will be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in effect. An arbitral award will be final and
binding on both parties hereto and may be enforced by any court or judicial
authority having competent jurisdiction over either party or its assets against
whom the arbitral award is to be enforced.
19
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
___________________________ By:_____________________________
▇▇▇▇ ▇▇▇▇▇▇▇, PRESIDENT ▇▇▇▇ ▇▇▇▇▇▇
20
LOAN AGREEMENT
THIS AGREEMENT is made as of this 29 day of February, 2000, by and
between SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual residing at ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to
the Executive the sum of $75,000 in accordance with the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
1.1 The Company hereby loans to the Executive the sum of $75,000 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
6.11%, which is the "applicable Federal rate" in effect under Section 1274(d) of
the Internal Revenue Code of 1986, as amended, on the date of this Note, shall
be repaid in a single installment on FEBRUARY 29, 2003 (the "Repayment Date"),
subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before
the Repayment Date, the Executive terminates his employment with the Company, or
his employment is terminated by the Company, for any reason, then the Repayment
Date shall be thirty days following the date of such termination.
ARTICLE 2
Pledge of Shares
2.1 To secure the repayment of the Principal Sum and the Interest
Amount, the Executive shall pledge to the Company any shares of the Common Stock
of the Company, no par value, which may be acquired on or after the date hereof
by the Executive (whether or not acquired using the proceeds of the loan made
hereunder) (the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with respect
to Restricted Shares which were being held in escrow until the restrictions
lapsed, the Executive shall direct that such Restricted Shares be delivered to
the Company by the escrow agent immediately upon the lapse of the applicable
restrictions). All stock certificates delivered by the Executive (or by such
escrow agent) to the Company hereunder shall be accompanied by stock powers duly
endorsed in blank and medallion signature guaranteed. Until such time, if any,
that the Company forecloses on the Pledged Shares, the Executive shall be
entitled to retain cash dividends and cash distributions (if any) in respect of,
and any voting rights incident to, the Pledged Shares.
21
2.2 The Executive acknowledges and agrees that the loan made hereunder
is a full-recourse loan, and if the value of the Pledged Shares is not
sufficient to repay the Principal Sum and the Interest Amount, the Executive
shall be liable to the Company for the repayment in full on the Repayment Date
of the Principal Sum and the Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by
the Company until the Principal Sum and the Interest Amount has been paid in
full.
ARTICLE 3
Miscellaneous
3.1 This Agreement shall be binding upon and inure to the benefit of
the heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this Agreement
shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter set forth herein, but in no
way supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
3.4 This Agreement may be executed in several counterparts each of
which shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this
Loan Agreement, or any breach thereof, will be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in effect. An arbitral award will be final and
binding on both parties hereto and may be enforced by any court or judicial
authority having competent jurisdiction over either party or its assets against
whom the arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
___________________________ By:_____________________________
▇▇▇▇ ▇▇▇▇▇▇▇, PRESIDENT ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
22
LOAN AGREEMENT
THIS AGREEMENT is made as of this 31 day of January, 2000, by and
between SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in
Oakmont, Pennsylvania, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual residing at ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire that the Company loan to
the Executive the sum of $63,750 in accordance with the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
Loan
1.1 The Company hereby loans to the Executive the sum of $63,750 (the
"Principal Sum"). The Principal Sum, together with interest (the "Interest
Amount") compounded semiannually at an interest rate ("Standard Rate") equal to
5.80%, which is the "applicable Federal rate" in effect under Section 1274(d) of
the Internal Revenue Code of 1986, as amended, on the date of this Note, shall
be repaid in a single installment on JANUARY 31, 2003 (the "Repayment Date"),
subject to the provisions of Section 1.2.
1.2 In the event that, prior to the date which is thirty days before
the Repayment Date, the Executive terminates his employment with the Company, or
his employment is terminated by the Company, for any reason, then the Repayment
Date shall be thirty days following the date of such termination.
ARTICLE 2
Pledge of Shares
2.1 To secure the repayment of the Principal Sum and the Interest
Amount, the Executive shall pledge to the Company any shares of the Common Stock
of the Company, no par value, which may be acquired on or after the date hereof
by the Executive (whether or not acquired using the proceeds of the loan made
hereunder) (the "Pledged Shares"). Shares acquired by the Executive which are
subject to restrictions on transfer ("Restricted Shares") shall be deemed
Pledged Shares immediately upon the lapse of such restrictions. To perfect such
security interest, the Executive shall deliver to the Company immediately upon
receipt any stock certificates representing any Pledged Shares (or, with respect
to Restricted Shares which were being held in escrow until the restrictions
lapsed, the Executive shall direct that such Restricted Shares be delivered to
the Company by the escrow agent immediately upon the lapse of the applicable
restrictions). All stock certificates delivered by the Executive (or by such
escrow agent) to the Company hereunder shall be accompanied by stock powers duly
endorsed in blank and medallion signature guaranteed. Until such time, if any,
that the Company forecloses on the Pledged Shares, the Executive shall be
entitled to retain cash dividends and cash distributions (if any) in respect of,
and any voting rights incident to, the Pledged Shares.
23
2.2 The Executive acknowledges and agrees that the loan made hereunder
is a full-recourse loan, and if the value of the Pledged Shares is not
sufficient to repay the Principal Sum and the Interest Amount, the Executive
shall be liable to the Company for the repayment in full on the Repayment Date
of the Principal Sum and the Interest Amount.
2.3 Each stock certificate evidencing Pledged Shares shall be held by
the Company until the Principal Sum and the Interest Amount has been paid in
full.
ARTICLE 3
Miscellaneous
3.1 This Agreement shall be binding upon and inure to the benefit of
the heirs and representatives of the Executive and the successors and assigns of
the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
assets or stock, liquidation or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Regardless whether such an agreement is executed, this Agreement
shall be binding upon any successor of the Company.
3.2 This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter set forth herein, but in no
way supersedes the Severance Agreement. This Agreement may be modified only by
means of a written agreement signed by both parties.
3.3 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
3.4 This Agreement may be executed in several counterparts each of
which shall be deemed an original.
3.5 The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
3.6 All disputes and controversies arising out of or relating to this
Loan Agreement, or any breach thereof, will be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in effect. An arbitral award will be final and
binding on both parties hereto and may be enforced by any court or judicial
authority having competent jurisdiction over either party or its assets against
whom the arbitral award is to be enforced.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SERVICEWARE, INC. EXECUTIVE
___________________________ By:_____________________________
▇▇▇▇ ▇▇▇▇▇▇▇, PRESIDENT ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
