Exhibit 10(o)
STOCK LOAN AGREEMENT
THIS AGREEMENT is dated as of February 2, 2001 and is by and
between OTR Express, Inc. (the "Company") and Steven W. Ruben, Vice
President-Finance and Chief Financial Officer of the Company ("Ruben").
WHEREAS, in the interest of promoting the long term interests of
the Company by encouraging and assisting Ruben, as executive officer of
the Company, to make meaningful investments in the common stock of the
Company and related interests, the parties entered into that certain
Stock Purchase Assistance Agreement dated February 27, 1998, as amended
on January 31, 2000, June 1, 2000 and October 1, 2000 (the "Assistance
Agreement");
WHEREAS, in connection therewith. Ruben borrowed $120,000
principal amount from HSBC Business Loans, Inc. ("HSBC") as evidenced
by that certain Promissory Note dated February 27, 1998 by Ruben to
HSBC (the "Note") and purchased 16,460 shares of common stock of the
Company (the "Shares");
WHEREAS, Ruben pledged the Shares back to HSBC as partial
collateral for the Note pursuant to that certain Stock Pledge and
Security Agreement dated February 27, 1998 (the "Pledge");
WHEREAS, the Company guaranteed payment of the Note to HSBC to
the extent of the uncollateralized portion thereof, pursuant to that
certain Guaranty Agreement dated February 27, 1998 by the Company to
HSBC (the "Guaranty");
WHEREAS, the uncollateralized portion of the Note is substantial
since the value of the Shares has declined from in excess of $7.00 per
share at the time of purchase to less than $1.00 per share at the
present time, and the Company has been obligated to make appropriate
reserves on its books therefor;
WHEREAS, there currently remains approximately $23,333.33
principal amount outstanding under the Note (the "Existing Balance");
WHEREAS, pursuant to the Assistance Agreement, for so long as
Ruben remains employed by the Company, the Company is making monthly
installment payments to Ruben of $3,333.33 (the amortized principal
portion), with the final installment payment of the Existing Balance
scheduled to be made on September 1, 2001;
WHEREAS, the Company and Ruben believe it to be in their
respective best interests to enter into this Agreement to remove HSBC
from this arrangement and terminate related obligations they have to
HSBC and substitute, in lieu thereof, a direct obligation by Ruben to
the Company to pay back the Existing Balance, less $3,333.33 credit per
month employed after the date hereof, in certain events of termination
of employment.
NOW, THEREFORE, in consideration of the premises and the
covenants herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Payment of Note, Etc. On behalf of Ruben, the Company shall
pay to HSBC the accrued and unpaid principal amount of the
Note, up to the Existing Balance, plus accrued and unpaid
interest thereon and obtain (i) a cancellation of the Note,
(ii) termination of the Pledge and Guaranty and (iii) return
of the certificates representing the Shares.
2. Payback of Unamortized Note Portion Upon Termination of
Employment. In the event that Ruben's employment with the Company is
terminated on or before September 1, 2001 (i) by Ruben himself or (ii)
by the Company with Cause (but not in the case of termination by the
Company without Cause or in the event of a Change of Control of the
Company, as such terms are defined in the Assistance Agreement), Ruben
shall pay to the Company the unamortized principal amount relating to
the Note at such time of termination, as set forth on Schedule A
hereto, plus accrued interest thereon from the date hereof until paid
in full, at the rate of interest prescribed under the Note. Such
payment by Ruben shall be made to the Company by certified check no
later than three (3) business days after such termination.
3. Termination of Assistance Agreement. Effective the date
hereof, the Assistance Agreement is hereby terminated.
4. General Provisions.
a) No Right to Employment. Ruben shall not have any
claim or right to be retained in the employment of the Company or
a Subsidiary by reason of this Agreement.
b) Governing Law. The validity, construction, and
effect of this Agreement, and any actions relating to this
Agreement, shall be determined in accordance with the laws of the
State of Kansas and applicable federal law.
c) Successors. This Agreement shall be binding, upon
all heirs and successors of Ruben, including, without limitations
his estate, the personal representative, executor, administrator,
or trustee of such estate, or any trustee in bankruptcy or
representative of his creditors, and upon the successors of the
Company.
d) Amendment of this Agreement. This Agreement may not
be modified or amended except by a writing executed by all
parties hereto.
e) Entire Agreement. This Agreement supersedes all
prior agreements, understandings, and communications between
Ruben and the Company, whether written or oral, express or
implied, relating to the subject matter of this Agreement.
f) No Third Party Beneficiaries. This Agreement is
among the parties hereto and shall not be deemed extended to, or
interpreted in a manner to confer any benefit, right, or cause of
action upon, any other person.
g) Counterparts. This Agreement may be executed in
counterparts, which taken together shall constitute one
agreement.
IN WITNESS WHEREOF, each of the parties have executed this
Agreement intending to be bound thereby.
/S/ Steven W. Ruben
Steven W. Ruben
OTR Express, Inc.
By: /S/ William P. Ward
Name: William P. Ward
Title: President
Exhibit A
Steven W. Ruben
Amortization of Balance Due to OTR Express
Unamortized
Date Note Portion
February 2,2001 23,333.33
March 1,2001 20,000.00
April 1,2001 16,666.67
May 1,2001 13,333.34
June 1,2001 10,000.00
July 1,2001 6,666.67
August 1,2001 3,333.34
September 1,2001 0.00