PROMISSORY NOTE
$____________ December 22, 1994
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.
The unpaid principal balance of the Note shall be paid in two
equal annual installments on the first and second anniversaries of the
date of this Note. Interest on the outstanding principal amount of the
Note shall accrue from the date hereof at a per annum rate equal to
6.55% and shall be paid on the first and second anniversaries of the
date of this Note. 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 8.55%, 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:
The promissory note dated December 22, 1994 executed by certain of
the Company's executive officers and employee directors is identical in
all material respects except as to the borrower and the amount of the
note. The following schedule identifies the material details in which
such promissory notes differ from the promissory note which is filed
herewith:
Borrower Amount of Note
Donald R. Caldwell $34,133.11
Charles A. Root $34,133.11
Delbert W. Johnson $14,712.53
Gerald M. Wilk $23,735.40