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Exhibit 10.1.11
PROMISSORY NOTE
$372,000
(Date) February 6, 1998
FOR VALUE RECEIVED, the undersigned, Roger J. Murphy ("Murphy"),
promises to pay to the order of Aironet Wireless Communications, Inc., a
Delaware corporation ("Aironet"), principal and interest as follows:
PURPOSE: Murphy has exercised options (the "Options") granted to him under the
Aironet Wireless Communications, Inc. 1996 Stock Option Plan to purchase two
hundred thousand shares of Aironet common stock (the "Aironet Shares") at an
exercise price of One and 86/100 Dollars ($1.86) per share. The fair market
value of the Aironet Shares at the time of grant and at the time of exercise was
One Dollar and 86/100 ($1.86) per share. Aironet has provided Murphy a loan (the
"Loan") in the principal amount of Three Hundred Seventy Two and 00/100 Dollars
and 00/100 ($372,000) (the "Principal"), which has been applied to payment of
the exercise price of the Options.
PRINCIPAL: The Principal sum advanced under the Loan.
INTEREST: The Principal outstanding from time to time shall bear interest at 6%
per annum through maturity, and at prime plus 4% per annum thereafter until
paid.
MATURITY: October 31, 2002.
PAYMENT: All unpaid Principal and all accrued but unpaid interest is due in full
at Maturity. If Aironet agrees in writing that Murphy may sell any of the
Collateral (defined herein) prior to his payment of the amounts due hereunder in
full, Murphy shall pay to Aironet the lesser of the proceeds from such sales or
the value of the Collateral sold (if such Collateral is the Aironet Shares then
the value shall be $1.86 per share, and if the Collateral is any other property
the value will be determined at the time of its deposit and not its release)
plus interest accrued but unpaid on the portion of Principal equal to the amount
so required to be paid to Aironet. All amounts paid hereunder shall be applied
first to accrued but unpaid interest and then to unpaid Principal.
VOLUNTARY PREPAYMENTS: Murphy may at any time prepay this Note, in whole or in
part, from time to time, without premium or penalty, provided that any
prepayment shall be in an aggregate amount of at least Twenty Five Thousand
Dollars ($25,000), or such lesser amount as is then outstanding.
PRESENTMENT: To the extent allowed by law, presentment, demand, protest, notice
of protest, diligence in collection, setoff, deduction, counterclaim, and the
benefit of any exemption under homestead exemption laws is hereby waived by
Murphy.
SECURITY: Murphy hereby grants to Aironet a security interest in the 200,000
Aironet Shares (with any substitute collateral, the "Collateral"). Murphy may
substitute from time to time all or a portion of the Collateral with other
collateral of equivalent value reasonably acceptable to the Aironet Board of
Directors. This security interest is to secure the payment of all amounts due
by,
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and the performance of all other obligations of, Murphy hereunder. Murphy will
deliver to Aironet share certificates and a stock power separate from
certificate endorsed in blank for any stock included in the Collateral. Murphy
shall take all other actions reasonably required by Aironet in order to perfect
Aironet's security interest in any Collateral. Aironet will release its security
interest in the Collateral pro-rata, based on Murphy' payment to Aironet of the
value of any Collateral to be released (if such Collateral is the Aironet Shares
then the value shall be $1.86 per share, and if the Collateral is any other
property then the value will be determined at the time of deposit and not
release) together with any interest accrued but unpaid on the portion of
Principal allocable to the Collateral to be released. Aironet shall return to
Murphy any Collateral for which substitute Collateral has been accepted. Murphy
shall retain all voting and dividend rights of any stock pledged hereunder,
except during the continuance of any Event of Default, in which case Aironet
will inure to such rights.
DEFAULT: Each of the following is an "Event of Default":
A. Murphy fails to cure any breach of this Note within 10 days of
such breach; or
B. Murphy becomes insolvent, files for bankruptcy protection or a
bankruptcy petition is filed against Murphy, or Murphy makes
an assignment for the benefit of creditors.
Upon any Event of Default described in A above at Aironet's written election, or
upon any Event of Default described in B above automatically, all Principal and
interest hereunder shall become immediately due and payable in full, and Aironet
may execute upon any collateral securing payment and/or performance of this
Note, including the Collateral. Aironet hereby acknowledges and agrees that it
may seek to satisfy amounts due hereunder from, and only from, the Collateral
and shall not look to Murphy or any other person or property to satisfy such
amounts.
MISCELLANEOUS: Any amendment of this Note or waiver of any right or remedy with
respect hereto shall be effective only if set forth in a writing signed by both
Aironet and Murphy. No waiver of any default shall affect Aironet's right to
exercise any right or remedy with respect to any different or subsequent
default. After an Event of Default, collection costs (including reasonable
attorneys' fees and expenses) shall be added to the Principal as they are
incurred. This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of Ohio without regard to conflict of
laws principles. Suit hereon may be brought in, and Murphy hereby irrevocably
consents and submits to the jurisdiction of, the courts, state and federal,
sitting in Cuyahoga and Summit Counties, Ohio and agrees not to contest the
venue of such courts.
IN WITNESS WHEREOF, Murphy has caused this Note to be executed as of
the date first above written.
/s/ Roger J. Murphy
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Roger J. Murphy
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