Promissory Note - KPMG Consulting Inc. and Robert C. Lamb Jr.
PROMISSORY NOTE
$90,041 McLean, Virginia
October 1, 2001
FOR VALUE RECEIVED the undersigned, Robert C. Lamb, Jr. (the
"Executive"), promises to pay to the order of KPMG Consulting, Inc. (the
"Company") the sum of Ninety Thousand, Forty One Dollars ($90,041), or such
lesser amount as shall be outstanding from time to time, at the offices of the
Company in McLean, Virginia, with interest on the balance outstanding from time
to time at the rate of 4.5% per annum.
Interest on the balance outstanding from time to time shall be
paid on October 1, 2002, and thereafter on October 1 in each succeeding year
until the principal and interest on this Promissory Note are paid in full.
Principal shall be paid as follows:
(i) if the Executive sells any or all of the Common Stock of
the Company relating to the restricted stock award (the "Award") that
was granted to the Executive on July 24, 2001, then within 30 days of
the date of the sale of such Common Stock, the Executive will pay a
proportionate amount of the then outstanding principal balance equal to
the percentage of the shares of Common Stock received under the Award
that were sold.
(ii) if the Executive's employment is terminated for Cause,
the then outstanding principal balance and all accrued interest shall
become due and payable immediately. "Cause" shall mean that the
Executive has:
(a) committed an intentional material act of fraud or
embezzlement in connection with his duties or in
the course of his employment with the Company;
(b) committed an intentional wrongful material damage
to property of the Company;
(c) committed an intentional wrongful disclosure of
material secret processes or material
confidential information of the Company; or
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(d) been convicted of a felony criminal offense.
(iii) if the Executive voluntarily terminates his employment,
then the outstanding principal balance and all accrued interest shall
become due and payable immediately.
(iv) on October 1, 2006, the remaining principal balance that
has not been repaid prior thereto by the Executive pursuant to clauses
(i) - (iii) above, or extinguished and forgiven as provided below,
shall become due and payable.
If (i) the Executive's employment terminates prior to October 1, 2006
for any reason other than a reason set forth in clause (ii) or clause (iii)
above, or (ii) the Executive becomes entitled to severance compensation under
any special termination agreement between the Executive and the Company relating
to a change of control of the Company, then the outstanding principal balance
and all accrued interest shall be immediately forgiven.
Prepayments of principal may be made in the sole discretion of the
Executive, in whole or in part, at any time or from time to time, without
penalty.
The obligation represented by this Promissory Note shall
constitute the unsecured general obligation of the Executive. To the extent
permitted by law, the Executive waives all exemptions, diligence in collection,
demand, and presentment for payment, protest and notice of protest of
nonpayment.
All advances under this Promissory Note shall be recorded on
the Schedule of Advances (Attachment 1), and all payments of principal or
interest under this Promissory Note shall be recorded on the Schedule of
Payments (Attachment 2). The Company agrees to make an appropriate notation on
the Schedule of Payments (Attachment 2) to reflect all payments of principal or
interest or the extinguishment and forgiveness of principal and interest
pursuant to the terms of this Promissory Note, and
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upon the Executive's request, the Company will submit this Promissory Note to
the Executive for a review of such notation.
This Promissory Note shall be governed by the laws of the
State of New York without regard to its conflicts of laws principles and shall
be binding upon and inure to the benefit of the Company and its successors and
assigns and to the Executive and the Executive's heirs, personal representatives
and assigns.
________________________
Robert C. Lamb, Jr.
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Attachment 1
Schedule of Advances
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Date of Advance Amount of Advance
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October 1, 2001 $68,927
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Attachment 2
Schedule of Payments
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Date of Advance Amount of Advance
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