eTrade 2000 Annual Report Download - page 243

7. Special Acceleration Event . From the date of this Note until the day on which this Note is secured by the Collateral, if Maker
sells any shares of the common stock of Corporation acquired through the exercise of one or more employee stock options, the unpaid
principal balance of this Note shall become immediately due and payable to the extent of one hundred percent (100%) of the after-tax
proceeds realized upon such sale, and Maker shall promptly deliver those after-tax proceeds to the Company to the extent necessary to
satisfy the accelerated balance of this Note.
8 . Late Fee; Default .
a.If any payment hereunder is not paid on or before the fifth (5th) business day of the month during which any such payment first
became due and payable, Maker shall pay to Corporation a reasonable late or administrative charge in the amount of five percent (5%)
of the amount so unpaid.
b.Upon and after the occurrence of a default hereunder or any other agreement or instrument evidencing, governing or securing this
Loan (an “Event of Default”), the Loan shall bear interest, payable upon demand, at the lessor of twelve percent (12%) or the
maximum rate allowed by law (the “Default Rate”).
c.If any interest payment hereunder is not paid on of before the fifth (5th) business day of the month during which such payment first
became due and payable, any interest so unpaid shall bear interest from the first day of the month during which such payment first
became due and payable until paid at the Default Rate. Interest on the amount of interest so unpaid shall be compounded monthly and
shall be payable upon demand.
d.Maker and Corporation agree that the actual damages and costs sustained by Corporation due to the failure to make timely payments
would be extremely difficult to measure and that the charges specified herein represent a reasonable estimate by Maker and
Corporation of a fair average compensation for such damages and costs. Such charges shall be paid by Maker without prejudice to the
right of Corporation to collect any other
2
amounts provided to be paid under this Note or any other agreement or, with respect to late payments, to declare an Event of Default.
9. Employment . For purposes of applying the provisions of this Note, Maker shall be considered to remain in Corporation’ s employ
for so long as Maker renders services as a full-time employee of Corporation, any successor entity or one or more of Corporation’ s
fifty percent (50%)-or-more owned (directly or indirectly) subsidiaries.
10. Security . The obligations of Maker under this Note shall be secured by a deed of trust recorded against real property (the
“Collateral”) owned by Maker and . The Collateral shall have a fair market value, as reasonably determined by Corporation, of not
less than Dollars ($ ) and otherwise be acceptable to Corporation in its sole and absolute discretion. Within sixty (60) days after the
date of this Note, Maker shall provide to Corporation (i) a written description (including address) of the property on which Maker
proposes to grant to Corporation a deed of trust (hereinafte r referred to as the “Designated Property”), (ii) a copy of a recent
preliminary title report (the “Preliminary Report”) for the Designated Property and all documents listed as exceptions to title in the
Preliminary Report and (iii) such other documentation or information regarding the Designated Property as Corporation shall
reasonably require. Corporation shall notify Maker in writing as to whether the Designated Property is acceptable to Corporation
within twenty (20) days after Corporation receives Maker’ s written notice identifying the Designated Property and all of the
documentation required in the preceding sentence. Corporation may accept or reject the Designated Property as security for Maker’ s
obligations under this Loan for any or no reason whatsoever in its sole and absolute discretion. If Corporation notifies Maker that it
will accept a lien on the Designated Property as security for Maker’ s obligations under this Note, Maker shall execute and deliver to
Corpor ation a deed of trust encumbering the Designated Property in the form attached hereto as Exhibit A , If Corporation notifies
Maker that it will not accept a lien on the Designated Property as security for Maker’ s obligations under this Note, Maker shall provide
Corporation with a lien of a deed of trust on other real property acceptable to Corporation in its sole and absolute discretion. If
Corporation fails to notify Maker in writing of its acceptance of the Designated Property as security for Maker’ s obligations under this
Note within the twenty (20) day period referenced above, Corporation shall be deemed to have rejected the Designated Property as
security for Maker’ s obligations under this Note. In addition, the failure of Maker to execute and deliver to Corporation a deed of trust
in the form of Exhibit A , attached hereto, on real property acceptable to Corporation within ninety (90) days after the date of this Note
shall constitute a default by Maker hereunder. Maker shall remain personally liable for payment of this Note, and any other assets of
Maker, in addition to the Collateral, may be applied to the satisfaction of Maker’ s obligations hereunder.
11. Collection . Maker agrees to pay on demand all the losses, costs, and expenses (including, without limitation, attorneys’ fees and
disbursements) which Corporation incurs in connection with enforcement or attempted enforcement of this Note, or the protection or
preservation of Corporation’ s rights under this Note, whether by judicial proceedings or otherwise. Such costs and expenses include,
2002. EDGAR Online, Inc.