EXHIBIT 10.19
PROMISSORY NOTE
$3,000,000 Somerset, New Jersey
February 22, 2001
FOR VALUE RECEIVED, the undersigned, Reuben F. Richards, Jr. (the
"Borrower"), hereby promises to pay to the order of EMCORE Corporation (the
"Company"), in lawful money of the United States of America in immediately
available funds, at its offices at 145 Belmont Drive, Somerset, New Jersey 08873
(or such other place as Company may direct) the principal sum of THREE MILLION
DOLLARS AND NO CENTS ($3,000,000.00). Principal and accrued interest shall be
payable on February 22, 2004 (the "Maturity Date") at the foregoing address.
1. Interest. Interest shall accrue on the unpaid principal balance of this
Note at a rate of 5.18% per annum, compounded annually. Interest shall be
payable on the Maturity Date.
2. Limited Recourse. The Company's recourse in respect of the Borrower's
obligations under this Note shall be limited to the Collateral (as defined in
the Pledge Agreement, dated as of the date hereof, between the Company and the
Borrower (the "Pledge Agreement")).
3. Security. All obligations of Borrower under this Note are secured by a
pledge of certain shares of EMCORE Corporation common stock ("Common Stock")
pursuant to the Pledge Agreement. By executing this Note, the Borrower hereby
agrees to execute such other instruments as the Company may direct in order to
evidence and perfect Company's security interest in such Common Stock (together
with the Pledge Agreement, the "Pledge Documents").
4. Covenant of the Borrower. Upon receipt of the proceeds of this Note, the
Borrower shall apply all such proceeds towards the purchase of a personal
residence.
5. Voluntary Prepayments. The Borrower may, at his option, prepay at any
time all or any portion of the principal amount of this Note then outstanding,
together with all accrued interest thereon through the date of such prepayment,
without premium or penalty.
6. Acceleration.
(a) If the Borrower voluntarily terminates his employment with the Company
for any reason or if the Company terminates the Borrower's employment without
cause, the Company shall have the right to accelerate all or part of the amounts
outstanding under this Note. If the Borrower is terminated for cause, all
principal and interest outstanding under this Note will automatically become due
and payable sixty (60) calendar days after the termination of the Borrower's
service with the Company.
(b) The Company will have the right to accelerate the principal and
interest due under this Note upon the occurrence of the following events: (i)
there is default under, or a breach of, any covenant, representation or warranty
of the Borrower under this Note or the Pledge Documents, (ii) the Borrower
applies for or consents to the appointment of a receiver, trustee, custodian or
liquidator of any of his property, admits in writing his inability to pay his
debts as they mature, makes a general assignment as a bankrupt or insolvent or
is the subject of an order for relief under Chapter 13 of the United States
Bankruptcy Code or files a voluntary petition in bankruptcy or a petition or
answer seeking an arrangement with creditors or to take advantage of any
bankruptcy, insolvency, readjustment or debt or liquidation law or statute, or
an answer admitting the material allegations of a petition filed against him in
any proceeding under any such law or (iii) an order, judgment or decree is
entered by any court of competent jurisdiction, without the application,
approval or consent of the Borrower, approving a petition appointing a receiver,
trustee, custodian or liquidator of all or a substantial part of the assets of
the Borrower and such order, judgment or decree continues unstayed and in effect
for a period of thirty (30) days; provided that if an event specified in (ii) or
(iii) above shall occur, all principal and interest outstanding under this Note
shall become automatically due and payable.
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7. Notices. All notices and other communications required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by certified mail, return receipt
requested, first-class postage prepaid to the below listed parties at the
following addresses:
If to the Company, to:
EMCORE Corporation
145 Belmont Drive
Somerset, NJ 08873
Attention: CFO
If to the Borrower, at the address set forth at the end of this Note, or to
such other address as either party shall have last designated by notice to the
other party. All such notices and communications shall be deemed to have been
received on the earlier of the date of receipt and the third business day after
the date of mailing thereof.
8. Amendments. No amendment of this Note shall be effective unless in
writing and signed by the Borrower and the Company.
9. Waiver. The Borrower, for himself and his legal representatives and
successors, hereby expressly waives presentment, demand, notice, protest, and
all other demands or notices in connection with the delivery, acceptance,
endorsement, performance, default, or enforcement of this Note.
10. No Set-Off. This Note is not subject to set-off by the Borrower for any
amounts for any reason.
11. Effect of Delay or Omission. No delay or omission of the Company in
exercising any right or remedy hereunder shall constitute a waiver of any such
right or remedy.
12. Costs of Collection. The Borrower will pay all costs and expenses of
collection, including reasonable attorneys' fees, incurred or paid by the
Company in enforcing this Note or the obligations hereby evidenced, to the
extent permitted by law.
13. Governing Law. This Note shall be construed and enforced in accordance
with the laws of the State of New Jersey, without regard to any conflict of laws
rules.
14. Headings. The section and paragraph headings hereof are for convenience
of reference only and shall not be deemed to construe or affect the meaning of
any of the provisions hereof.
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IN WITNESS WHEREOF, the Borrower has executed this Note as of the date
first above written, and by such execution acknowledges each of the provisions
of this Note.
/s/ Reuben F. Richards, Jr.
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Reuben F. Richards, Jr.
Address:
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