Exhibit 10.65
PROMISSORY NOTE
$150,000
March 8, 1999
Fremont, California
For Value Received, Michael Walley ("Borrower") hereby unconditionally promises
to pay to the order of SSE TELECOM, Inc., a Delaware corporation ("Lender"), in
lawful money of the United States of America and in immediately available funds,
the principal sum of One Hundred and Fifty Thousand Dollars ($150,000) (the
"Loan").
1. Principal Repayment. The outstanding principal amount of the Loan shall be
fully due and payable on March 8, 2000 ("Maturity Date").
2. Accelerated Principal Repayment.
(a) Borrower may prepay the outstanding principal amount of the Loan at any
time before the Maturity Date without penalty.
(b) In the event Borrower's relationship with the Lender, whether as an
employee, director or consultant, terminates for any reason prior to
payment in full of this Note the outstanding principal shall accelerate in
full and such outstanding principal shall become immediately due and
payable as of the date of the termination of such relationship.
3. Place of Payment. All amounts payable hereunder shall be payable at the
office of Lender, 47823 Westinghouse Drive, Fremont, California, unless another
place of payment shall be specified in writing by the Lender.
4. Default. Each of the following events shall be an "Event of Default"
hereunder:
(a) Borrower fails to pay timely any or the principal amount due under this
Note on the date the same becomes due and payable or within five (5)
business days thereafter.
(b) Borrower files any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law or any other law for the
relief of , or relating to, debtors, now or hereafter in effect, or makes
any assignment for the benefit of creditors or takes any corporate action
in furtherance of any of the foregoing; or
(c) An involuntary petition is filed against Borrower (unless such petition is
dismissed or discharged within twenty (20) or more days) under any
bankruptcy statute now or hereafter in effect, or a custodian, receiver,
trustee, assignee for the benefit of creditors (or other similar official)
is appointed to take possession, custody or control of any property of
Borrower.
Upon the occurrence of an Event of Default hereunder, all unpaid and other
amounts owing hereunder, including all reasonable attorneys' fees and court
costs incurred by the Lender in enforcing this Note shall, at the option of the
Lender, and, in the case of an Event of Default pursuant to (b) or (c) above,
automatically, be immediately due, payable and collectible by lender pursuant to
applicable law.
5. Waiver. Borrower waives presentment and demand for payment, notice of
dishonor, protest and notice of protest of this Note, and shall pay all costs of
collection when incurred, including, without limitation, reasonable attorneys'
fees, costs and other expenses.
The right to plead any and all statutes of limitations as a defense to any
demands hereunder is hereby waived to the full extent permitted by law.
6. Costs. The holder hereof shall be entitled to recover and the undersigned
agrees to pay when incurred all costs and expenses of collection of this Note,
including without limitation, reasonable attorneys' fees.
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7. Governing Law. This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of California, excluding conflict of laws
principles that would cause the application of laws of any other jurisdiction.
8. Tax. Borrower hereby agrees and authorizes Lender to withhold from payroll
and any other amounts payable to you, any sums required to satisfy the federal,
state, local, and foreign tax withholding obligations of the Lender which arise
in connection with your Note. Borrower recognizes that he should confer with the
appropriate tax advisors regarding the reporting of income.
9. Successors and Assigns. The provisions of this Note shall inure to the
benefit of and be binding on any successor to Borrower and shall extend to any
holder hereof.
10 Amendment. Any term of this Note may be amended or waived with the written
consent of Borrower and Lender
BORROWER MICHAEL WALLEY
/s/ Michael Walley
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