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EXHIBIT 10.3
GENXON
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POWER SYSTEMS
PROMISSORY NOTE
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and
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AGREEMENT
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$150,000.00
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Mountain View, California
FOR VALUE RECEIVED, Patrick T. Conroy ("Conroy") promise(s) to pay to
GENXON Power Systems, Inc. ("GENXON") or order, at 430 Ferguson Drive, Mountain
View, California the sum of One Hundred and Fifty Thousand and 00/100 dollars
($150,000), without interest. Principal shall be payable on the earlier of (1)
October 1, 2002; or (2) when Conroy should sell, convey, or alienate his
interest in the property located at 18453 Las Cumbres Road, Los Gatos,
California, 95030 or any part thereof, or shall be divested of his title or any
interest therein in any manner or way, whether voluntarily or involuntarily; or
(3) when Conroy ceases to be an employee of GENXON or its affiliates.
Conroy agrees to cause this note to be recorded by the County Recorder's
Office as a lien on the property described above.
GENXON agrees to execute a subordination agreement in the event the
undersigned refinances the mortgage on the property described above.
The principal payable to GENXON shall be reduced by twenty percent (20%) of
its original value for every year (twelve month period) that Conroy continues to
be an employee of GENXON or its affiliates beginning with the date Conroy became
an employee of GENXON (October 1, 1997). Accordingly, assuming Conroy remains as
an employee of GENXON or its affiliates for the entire five (5) year term of
this agreement the principal shall be reduced as follows:
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Employee as Remaining
of (Date) Principal of Note
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October 1, 1998 $120,000
October 1, 1999 $ 90,000
October 1, 2000 $ 60,000
October 1, 2001 $ 30,000
October 1, 2002 $ -0-
Therefore, if Conroy remains as an employee of GENXON or its affiliates
until October 1, 2002 this Promissory Note shall become null and void and GENXON
shall take any and all actions necessary to remove the lien on the property
described above.
Should this note or any portion thereof be referred to any attorney for
collection, a reasonable attorney's fee shall be owned by Conroy. Principal
shall be payable in lawful money of the United States of America.
Agreed to by Agreed to by
GENXON Power Systems, Inc. Patrick T. Conroy
/s/ Lawrence W. Briscoe /s/ Patrick T. Conroy
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Patrick T. Conroy
Member of the Board of Members Nov. 18, 1997
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Title Date
November 18, 1997
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Date
2
