EXHIBIT 10.66
PROMISSORY NOTE
$40,000 August 21, 2000
Fremont, California
For Value Received, Daryl Mossman ("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 Forty Thousand Dollars ($40,000) (the
"Loan").
1. Principal Repayment. The outstanding principal amount of the
Loan shall be fully due and payable on August 21, 2002
("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, CA 94539, unless another place of payment shall be
specified in writing by Lender.
4. Default. Each of the following events shall be an "Event of
Default" hereunder:
(a) Borrower fails to pay timely any of 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 of 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) 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 of control of any property of
Borrower.
Upon the occurrence of an Event of Default hereunder, all
unpaid principal and other amounts owing hereunder, including
all reasonable attorney's fees and court costs incurred by
Lender in enforcing this Note shall, at the option of 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.
48
<PAGE>
5. Waiver. Borrower waives presentment and demand of 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 attorney's
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 attorney's fees.
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 the Borrower,
any sums required to satisfy the federal, state, local, and
foreign tax withholding obligations of the Lender which arise
in connection with the Borrower's Note. Borrower recognizes
that he should confer with the appropriate tax advisors
regarding the reporting of this 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.
BOROWER DARYL MOSSMAN
By:_____________________________________
Print Name:______________________________
OFFICER OF LENDER
By:_____________________________________
Print Name:______________________________
49
