EXHIBIT 10.9
TERM NOTE
$ TaxLoan August 27, 1999
In consideration of the loan (hereinafter referred to as a "Loan") Safeguard
Scientifics, Inc., a Pennsylvania corporation (the "Lender"), has made to
Name , (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 $TaxLoan.
The unpaid principal balance of the Note shall be paid, in full, on the
earlier of August 31, 2000 or Borrower's termination of employment.
The Borrower hereby further promises to pay to the order of the Lender
interest on the outstanding principal amount from the date hereof, at a per
annum rate equal to 5.43% (the "Loan Rate"). The Borrower shall pay, on demand,
interest on any overdue payment of principal and interest (to the extent legally
enforceable) at the Loan Rate plus three percent (3%).
Interest shall be payable upon maturity or early repayment of the entire
outstanding principal balance of the Note.
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 and then to principal.
Interest payable hereunder shall be calculated for actual days elapsed on the
basis of a 360-day year. All accrued and unpaid interest shall be due and
payable upon maturity of this Note. After maturity or in the event of default,
interest shall continue to accrue on the Note at the rate set forth above and
shall be payable on demand of the Lender.
The outstanding principal amount of this Note may be prepaid in whole or in
part without any prepayment penalty or premium at any time or from time to time
by Borrower upon notice to the Lender; provided, that any prepayment shall be
applied first to any interest due to the date of such prepayment on this Note
and thereafter shall be applied to the installments of principal hereunder in
the inverse order of maturity.
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 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; or
(ii) an event of default under the Pledge Agreement; or
(iii) 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 sixty (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 an event of default hereunder, this Note shall
automatically without any action or notice by Lender, be accelerated and become
immediately due and payable, and Lender shall have all of the rights and
remedies provided for herein or otherwise available at law or in equity, all of
which remedies shall be cumulative.
Neither the reference to nor the provisions of any agreement or document
referred to herein shall affect or impair the absolute and unconditional
obligation of the Borrower to pay the principal of and interest on this Note as
herein provided.
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.
Upon default hereunder the Lender shall have the right to offset the amount owed
by the Borrower against any amounts owed by the Lender in any capacity to the
Borrower, whether or not due, and the Lender shall be deemed to have exercised
such right of offset and to have made a charge against any such account or
amounts immediately upon the occurrence of an event of default hereunder even
though such charge is made or entered on the books of the Lender subsequent
thereto. 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.
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.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
If to the Borrower: Name
Address1
Address2
or to such other address, or in care of such other person, as the holder or the
Borrower shall hereafter specify to the other from time to time by due notice.
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. 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.
This Note shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the Borrower has duly executed this Term Note as of the
date first written above.
--------------------------
Name
Name Loan
Amount
- -------------------------------------------------
Harry Wallaesa 29,025.00
- -------------------------------------------------
John K. Halvey 14,400.00
- -------------------------------------------------
Michael G. Bolton 6,450.00
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