Exhibit 10.23
PROMISSORY NOTE
$300,000.00 June 22, 2001
FOR VALUE RECEIVED, the undersigned, Richard T. Riley (the "Maker")
hereby promises to pay to the order of New England Business Service, Inc., a
Delaware corporation ("NEBS", and together with its assigns, the "Holder"), with
offices at 500 Main Street, Groton, Massachusetts 01471, the principal amount of
Three Hundred Thousand and No/100 Dollars ($300,000.00) in lawful money of the
United States of America, on or before June 22, 2006 (the "Maturity Date"), with
no interest accruing on the principal amount except as provided below.
I. Principal.
(a) The principal owed to the Holder under this Note shall be forgiven
at the rate of $60,000.00 per year on each anniversary date of this Note,
subject to the provisions of Section 1(b).
(b) If at any time before the Maturity Date,
(i) the Maker's employment with NEBS is terminated by NEBS for
cause (as defined herein), or is voluntarily terminated by the Maker (unless
such voluntary termination follows (A) a reduction in the Maker's base salary or
a significant diminution of the Maker's position or responsibilities with NEBS
or (B) any other event constituting grounds for "termination for good reason"
under any separate written employment or severance agreement between you and the
Company then in effect); or
(ii) the Maker becomes insolvent, or unable to pay his debts as
they become due, or initiates or becomes the subject of any proceedings for the
reorganization or relief of debtors; or
(iii) the Maker fails to comply with or perform any of the terms of
this Note;
then, in any such case, the Holder may at its option declare this Note,
including the entire unpaid and theretofore unforgiven principal amount then
outstanding, to become due and payable immediately.
(c) For purposes of this Note, "termination for cause" shall mean
termination of the Maker's employment with NEBS by reason of (i) any
significant, deliberate misuse or misappropriation by the Maker of money or
property of NEBS, (ii) any flagrant act of dishonesty or disloyalty by the Maker
that is injurious to NEBS or its reputation, monetarily or otherwise, (iii) any
wrongful or negligent act of the Maker which materially adversely affects the
business of NEBS, (iv) any material violation of NEBS' written policies,
standards and guidelines and, if such violation is susceptible to cure, the
Maker has failed to substantially cure such violation within twenty (20) days
after written notice thereof is delivered to the Maker, or (v) any material
breach by the Maker of the terms of any employment or other agreement between
the Maker and NEBS.
(d) If the principal outstanding under this Note becomes due and
payable under the terms of Section I(b), then all amounts not paid when due
hereunder shall bear interest from the due date until payment at a rate per
annum equal to the prime rate as published from time to time in
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The Wall Street Journal, any change in said prime rate to take effect as of the
opening of business on the date of publication; provided that if The Wall Street
Journal ceases to publish such prime rate, or if such information is not
otherwise available, the applicable interest rate will be the rate designated
from time to time by Fleet National Bank (or any successor bank) as its "prime
rate".
(e) The Maker acknowledges and agrees that he will be solely
responsible for all income tax obligations incurred by the Maker as a result of
the terms of this Note, including without limitation obligations based on the
value of foregone interest and forgiven principal.
II. No Guarantee of Employment.
Nothing in this Note shall be construed to be a guarantee of
employment, nor shall in any way affect the terms of any employment or other
agreement between the Maker and the Holder.
III. Miscellaneous.
(a) The parties hereto, including the Maker and all endorsers and
guarantors of this Note, hereby waive presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance or enforcement of this Note.
(b) The failure of any party to insist, on any one or more occasions,
upon performance of any of the terms or conditions of this Note, shall not be
construed as a waiver or relinquishment of any rights granted hereunder or the
future performance of any such term or condition.
(c) The Maker will pay to the Holder upon demand all legal and other
costs and expenses of every kind, including reasonable attorneys' fees and
disbursements, relating to the collection and/or enforcement of this Note or of
any rights hereunder.
(d) Any notice given hereunder shall be in writing and shall be deemed
effective when actually received in hand or by telecopy or other electronic
transmission or when sent by certified or registered mail, return receipt
requested, addressed to the Maker at his address last known to the Holder.
(e) This Note may not be amended except in writing signed by the party
against whom such amendment is sought to be enforced. This Note shall be
interpreted under and governed by the laws of Massachusetts.
IN WITNESS WHEREOF, the undersigned has duly executed this Note as an
instrument under seal as of the day and year first above written.
/s/ Richard T. Riley
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Richard T. Riley (the "Maker")
Witnessed by:
/s/ Craig Barrows
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