EXHIBIT 10-10
PROMISSORY NOTE
$________________ December , 1995
In consideration of the loan (hereinafter referred to as a "Loan")
Safeguard Scientifics, Inc., a Pennsylvania corporation (the "Lender"), has made
to __________ an individual residing at _________________ (the "Borrower"), and
for value received, the Borrower hereby promises to pay to the order of the
Lender, at the Lender's office located at 800 The Safeguard Building, 435 Devon
Park Drive, Wayne, PA 19087-1945 or at such other place in the continental
United States as the Lender may designate in writing, in lawful money of the
United States, and in immediately available funds, the principal sum of
$_________, together with interest thereon at the rate hereinafter set forth.
Interest on the outstanding principal amount of the Note shall accrue
from the date hereof at a per annum rate equal to 5.57%. The unpaid principal
balance of the Note, together with accrued interest thereon, shall be paid on
December , 1997. In the event of Borrower's termination of employment, the
unpaid principal balance and all accrued interest thereon shall be paid in full.
This Note and all of the Borrower's obligations hereunder are secured by
the pledge by the Borrower of certain shares of common stock acquired by the
Borrower under the Lender's Long Term Incentive Plan (the "Pledged Stock")
pursuant to the terms and conditions of a Pledge Agreement (the "Pledge
Agreement") of even date herewith between the Borrower and the Lender.
NOTWITHSTANDING THE FOREGOING, THE BORROWER SHALL REMAIN LIABLE TO THE LENDER
FOR ANY DEFICIENCY REMAINING AFTER ANY FORECLOSURE OF THE PLEDGE PURSUANT TO THE
PLEDGE AGREEMENT.
All payments made on this Note (including, without limitation, prepayments)
shall be applied, at the option of the Lender, first to late charges and
collection costs, if any, then to accrued interest, if any, and then to
principal. Any interest payable hereunder shall be calculated for actual days
elapsed on the basis of a 360-day year.
The outstanding principal amount of this Note, together with accrued
interest, may be prepaid in whole or in part without any prepayment penalty or
premium at any time or from time to time by the Borrower upon notice to the
Lender.
Notwithstanding anything in this Note, the interest rate charged hereon
shall not exceed the maximum rate allowable by applicable law. If any stated
interest rate herein exceeds the maximum allowable rate, then the interest rate
shall be reduced to the maximum allowable rate, and any excess payment of
interest made by the Borrower at any time shall be applied to the unpaid balance
of any outstanding principal of this Note.
An event of default hereunder shall consist of:
(i) a default in the payment by the Borrower to the Lender of principal or
interest under this Note as and when the same shall become due and payable;
(ii) an event of default by the Borrower under any other obligation,
instrument, note or agreement with the Lender for borrowed money, beyond any
applicable notice and/or grace period;
(iii) any default in the performance of the Obligations of the Borrower
under the Pledge Agreement (the "Pledge Agreement") dated the date hereof
between the Borrower and the Lender, such default continuing after 15 days
notice thereof from the Lender to the Borrower;
(iv) any representation or warranty set forth in Paragraph A of the Pledge
Agreement proves to be untrue; provided, the Borrower will have 48 hours after
notice by the Lender to cure any untrue representations and warranties unless
the Lender, in its reasonable discretion, will be materially and adversely
affected by allowing such cure period; or
(v) institution of any proceeding by or against the Borrower under any
present or future bankruptcy or insolvency statute or similar law and, if
involuntary, if the same are not stayed or dismissed within 60 days, or the
Borrower's assignment for the benefit of creditors or the appointment of a
receiver, trustee, conservator or other judicial representative for the Borrower
or the Borrower's property or the Borrower's being adjudicated a bankrupt or
insolvent.
Upon the occurrence of any event of default, interest shall accrue on the
outstanding balance of this Note at a per annum rate equal to 7.57%, the entire
unpaid principal amount of this Note and all unpaid interest accrued thereon
shall, at the sole option of the Lender, without notice, become immediately due
and payable, and the Lender shall thereupon have all the rights and remedies
provided hereunder or now or hereafter available at law or in equity.
The Borrower hereby waives presentment, demand, protest and notice of
dishonor and protest, and also waives all other exemptions; and agrees that
extension or extensions of the time of payment of this Note or any installment
or part thereof may be made before, at or after maturity by agreement by the
Lender. The Borrower shall pay to the Lender, upon demand, all costs and
expenses, including, without limitation, attorneys' fees and legal expenses,
that may be incurred by the Lender in connection with the enforcement of this
Note.
Any failure by the Lender to exercise any right hereunder shall not be
construed as a waiver of the right to exercise the same or any other right at
any time. No amendment to or modification of this Note shall be binding upon
the Lender unless in writing and signed by it.
Notices required to be given hereunder shall be deemed validly given (i)
three business days after sent, postage prepaid, by certified mail, return
receipt requested, (ii) one business day after sent, charges paid by the sender,
by Federal Express Next Day Delivery or other guaranteed delivery service, (iii)
when sent by facsimile transmission, or (iv) when delivered by hand:
If to the Lender:
Safeguard Scientifics, Inc.
Attention: General Counsel
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
If to the Borrower:
to the address set forth in the first
paragraph of this Note
or to such other address, or in care of such other person, as holder or the
Borrower shall hereafter specify to the other from time to time by due notice.
Any provision hereof found to be illegal, invalid or unenforceable for any
reason whatsoever shall not affect the validity, legality or enforceability of
the remainder hereof.
This Note shall apply to and bind the successors of the Borrower and shall
inure to the benefit of the Lender, its successors and assigns.
The Note shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Pennsylvania.
The Borrower has duly executed this Note as of the date first above
written.
WITNESS:
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