INSTALLMENT PROMISSORY NOTE
$210,000.00 November 1, 1994
For value received, the sufficiency and receipt of which is hereby
acknowledged, James W. Dixon ("Borrower"), promises to pay to the order
of CompuCom Systems, Inc. ("Holder"), the principal sum of Two Hundred
and Ten Thousand and 00/100 Dollars ($210,000) with interest at the Prime
Rate of NationsBank of Texas, N.A., which rate shall be adjusted for
changes in the Prime Rate effective on the date on which a change in the
Prime Rate occurs. Payments due Holder under this Note shall be payable
in cash in the manner and at the times provided below, at the office of
Holder located at 10100 North Central Expressway, Dallas, Texas 75231.
1. Payment of Principal
On or before the payment by Holder to Borrower of an annual bonus
payable on or before March 31, 1995, $70,000 of the unpaid principal of
this Note together with all accrued interest owing thereon shall be due
and payable. On or before December 31, 1996, the remaining unpaid
principal of this Note ($140,000) together with all accrued interest
owing thereon shall be due and payable. However, in the event the
employment of Borrower by Holder terminates prior to the full payment of
this Note, any unpaid principal balance of this Note together with all
accrued interest owing thereon shall become immediately due and payable
at the time of such termination of Borrower's employment.
2. Right of Offset
If Borrower does not pay principal or interest on time, or in the
event the employment of Borrower terminates, Holder has the right to
offset any unpaid commissions, salary, vacation or bonuses owned to
Borrower against any amount of unpaid principal or accrued interest owing
on this Note.
3. Default
If Borrower shall fail to make the payment of any principal or
interest when due, the amount thereof shall bear simple interest, from
and after the date such payment was due until payment is made, at a rate
per annum equal to four (4) percentage points in excess of the Prime Rate
of NationsBank of Texas, N.A., which rate shall be adjusted for changes
in the Prime Rate effective on the date on which a change in the Prime
Rate occurs.
4. Prepayment
Borrower may prepay the principal of this Note, from time to time,
in whole or in part, without premium or penalty provided that all accrued
and unpaid interest thereon is paid at that time.
5. Security for Note
This Note shall be secured by a lien on the residence of Borrower at
5447 Surrey Circle, Dallas, Texas 75229.
6. Events of Default
(a) Any of the following shall constitute an "Event of Default" as
the term is used herein:
(i) a default in the payment by Borrower to Holder of any
principal or interest due under this Note after 10 days
notice from Holder of the failure of Borrower to make such
a payment required under this Note; or
(ii) institution of any proceedings by or against Borrower
under any Bankruptcy or insolvency statute or Borrower's
assignment for the benefit of creditors or the appointment
of a receiver, trustee, conservator or other judicial
representative for Borrower or Borrower's property.
(b) Any notice by Holder sent to Borrower at the address specified
below, or such other address of Borrower as may from time to
time be shown on Holder's records, at least five days prior to
the action contemplated in such notice, shall constitute
reasonable notice to Borrower.
(c) Waiver by Holder of any Event of Default hereunder shall not
constitute a waiver of any subsequent Event of Default.
(d) Borrower hereby waives presentment for payment, notice of
demand, notice of nonpayment or dishonor, protest, notice of
protest and all other notices in connection with the delivery,
acceptance, performance default or enforcement of payment of
the Note, and thereby waives all notice or right of approval of
any extension, renewals, modifications or forbearance which may
be allowed.
7. Other
(a) Borrower irrevocably empowers Holder or its agent as Borrower's
agent for service of process in any and all such actions which
may be instituted against Borrower by Holder, provided that
such process be forwarded within five days by said agent to
Borrower.
(b) All rights of Holder hereunder shall inure to the benefit of
its heirs, executors, administrators, successors and assigns
and all obligations of Borrower shall bind his heirs,
executors, administrators, successors and assigns.
(c) Borrower hereby agrees to pay all reasonable expenses incurred
by Holder incidental to or in any way relating to Holder's
enforcement of the obligations of Borrower hereunder,
including, but not limited to reasonable attorney's fees
incurred by Holder.
(d) Notices required to be given hereunder shall be deemed validly
given if sent first class mail, postage prepaid to:
If to Holder: CompuCom Systems, Inc.
10100 No. Central Expressway
Dallas, TX 75231
If to Borrower: James W. Dixon
5447 Surrey Circle
Dallas, TX 75229
(e) 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.
(f) This Note shall be governed by the law of the State of Texas.
IN WITNESS WHEREOF, the undersigned has set his hand and seal as of
the date first above written.
/s/ James W. Dixon
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James W. Dixon
WITNESS:
/s/ Robert J. Boutin
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