Employee Loan Agreement and Promissory Note - netGuru Inc. and Santanu Das
EMPLOYEE LOAN AGREEMENT
AND PROMISSORY NOTE
This Employee Loan Agreement and Promissory Note (the "Agreement") is
made this 3rd day of May, 2001 by and between NETGURU, INC. ("NGI") and SANTANU
DAS ("Employee").
WHEREAS, Employee is the President & Corporate VP of Engineering &
Animation Software & ASP:
WHEREAS, Employee has requested a loan from NGI for personal reasons;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, NGI and Employee agree as follows:
1. LOAN & PAYMENT. On the date first written above, NGI shall
loan to Employee the sum of $70,000.00 at an annual interest
rate of six percent (6%) and payable by withholding of $634.03
per bi-weekly pay period commencing on August 24, 2001 and
continuing until August 4, 2006, with the balance if any due
on such date.
2. PLEDGE. As security for the repayment of such loan, in
addition to any and all other rights and remedies NGI may have
hereunder or at law, Employee hereby pledges ALL owned shares
of NGI's common stock, par value $0.01 per share, held by
Employee and in addition ALL vested shares subject to options
granted to Employee under any applicable Stock Option
Agreement entered into between Employee and NGI.
3. SELLING OWNED STOCK/EXERCISING VESTED OPTIONS. For the purpose
of paying the loan hereunder in full, together with accrued
interest, Employee agrees to sell any owned stock (if any)
and/or exercise and sell any vested shares subject to options
when the market price of NGI's common stock reaches $10.00 or
more per share. Employee shall thereafter apply the proceeds
of the sale to satisfy the loan in full hereunder. Employee
shall only be required to exercise and sell a quantity of
vested shares subject to options necessary to satisfy the
indebtedness hereunder. Employee shall be solely responsible
for the payment of any and all federal and state taxes
associated with the exercise and selling of any vested shares
subject to options.
4. PROMISSORY NOTE. For value received, Employee unconditionally
promises to pay to NGI, upon demand on August 4, 2006 or as
soon as Employee is no longer an employee of NGI, the
principal sum of $70,000.00 with interest, less any and all
payments then made, without set-off, deduction or
counterclaim.
5. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of California, USA.
WITNESS WHEROF, NGI and Employee have executed this Agreement as of
the date first set forth above.
EMPLOYEE: SANTANU DAS NETGURU, Inc.
/s/ Santanu Das By: /s/ Jyoti Chatterjee
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Jyoti Chatterjee
President & COO