Non-Recourse Promissory Note - deCODE genetics Inc. and Hannes T. Smarason
AMENDED AND RESTATED NON-RECOURSE PROMISSORY NOTE
$59,700 Reykjavik, Iceland
January 1, 2001
FOR VALUE RECEIVED, the undersigned hereby unconditionally promises
to pay to the order of deCODE genetics, Inc., a Delaware corporation (the
"Company"), at the Company's principal office or at such other place as the
Company may designate in writing, on January 1, 2007, in lawful money of the
United States of America and in immediately available funds, the total price of
fifty nine thousand and seven hundred Dollars ($59,700), together with interest,
compounded annually, from January 29, 1998 through January 1, 2001 on the unpaid
principal at the rate of 6% per annum. Interest shall not accrue following
January 1, 2001. Notwithstanding the foregoing, in the event that the
undersigned's employment by or association with the Company is terminated for
any reason prior to payment in full of this Note, this Note shall be accelerated
and all remaining unpaid principal and interest shall become due and payable
immediately after such termination.
This Note may be prepaid at any time without penalty. All money paid
toward the satisfaction of this Note shall be applied first to the payment of
interest as required hereunder and then to the retirement of the principal.
The full amount of this Note is secured by a pledge of shares of
Common Stock of the Company, and is subject to all of the terms and provisions
of the Amended and Restated Early Exercise Stock Purchase Agreement and the
Amended and Restated Pledge Agreement, each dated as of March 24, 1999 between
the undersigned and the Company. The Company's recovery against the undersigned
for failure to pay any amount owing hereunder when due shall be limited solely
to the shares of Common Stock or other collateral of the undersigned pledged to
the Company in the Amended and Restated Pledge Agreement. The undersigned shall
not be liable or have any personal liability in any other respect for the
payment of any amount due under this Note.
The undersigned hereby represents and agrees that the amounts due
under this Note are not consumer debt, and are not incurred primarily for
personal, family or household purposes, but are for business and commercial
purposes only.
The undersigned hereby waives presentment, protest and notice of
protest, demand for payment, notice of dishonor and all other notices or demands
in connection with the delivery, acceptance, performance, default or endorsement
of this Note.
This Note shall be governed by, and construed, enforced and
interpreted in accordance with, the laws of the State of Delaware, excluding
conflict of laws principles that would cause the application of laws of any
other jurisdiction.
This Amended and Restated Non-Recourse Promissory Note reflects
amendments to the Amended and Restated Non-Recourse Promissory Note delivered to
the Company by the undersigned on 29 January, 1998 as amended on March 24, 1999,
which amendments were agreed upon between the Company and the undersigned as of
January 1, 2001. It supersedes and replaces in all respects such prior Amended
and Restated Non-Recourse Promissory Note.
/s/ Hannes T. Smarason
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(signature)
Hannes T. Smarason
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(print name)
IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Promissory Note.
deCODE genetics, Inc.
By: /s/ Kari Stefansson
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Name: Kari Stefansson
Title: President and CEO