Promissory Note between R. Lee Hamilton, Jr. and AirNet Communications Corporation dated November 9, 2000

Summary

R. Lee Hamilton, Jr. agrees to repay AirNet Communications Corporation $112,660, plus 6.01% annual interest, in connection with a loan related to the exercise of stock options. The loan is secured by the shares purchased and any proceeds from their sale. Payments are due in full within five years, with interest paid semiannually. If the shares are sold or transferred, proceeds must be used to repay the loan. Default allows the lender to demand immediate payment. The agreement is governed by Florida law and includes a waiver of jury trial rights.

EX-10.13 4 b38709ex10-13.txt PROMISSORY NOTE 1 EXHIBIT 10.13 PROMISSORY NOTE $112,660.00 NOVEMBER 9, 2000 FOR VALUE RECEIVED, R. Lee Hamilton, Jr. (the "Maker"), of Melbourne, Florida, agrees to pay to the order of AIRNET COMMUNICATIONS CORPORATION ("Lender"), at Melbourne, Florida (or such other place as Lender shall designate), the sum of One Hundred Twelve Thousand Six Hundred Sixty and 00/100 Dollars ($112,660.00), together with interest on unpaid principal from time to time remaining unpaid at the rate of six and 1/100th percent (6.01%) per annum. This Note is being issued in connection with Lender's loan to Maker in an amount equal to the amount previously paid by Maker to Lender for exercise of stock options in February 2000 (the "Option Exercises") for the purchase of 113,274 shares of Lender's common stock (the "February 2000 Option Shares"). The interest on this Note shall be payable semiannually. The entire unpaid principal amount of this Note, together with all accrued and unpaid interest and any other sums owing under this Note shall be payable in lawful money of the United States of America at the Lender's principal office on the 5th anniversary of the date of this Note. In the event Maker sells, exchanges or otherwise transfers any of the February 2000 Option Shares at a time when principal or other sums are owing under this Note, Maker agrees to pay to Lender all proceeds from such sale (less brokerage commissions and an amount equal to Maker's estimated federal income tax liability with respect to such sale, exchange or transfer, taking into account Maker's prior payment of the alternative minimum tax liability in connection with the Option Exercises) (the "Required Payment"), up to an amount which is necessary to pay off all indebtedness then outstanding under this Note. This Note is secured by a pledge and grant of a security interest in the February 2000 Option Shares and any proceeds from the sale or transfer of such shares in favor of Lender. Maker agrees to authorize and direct his broker or brokers to deliver to Lender all Required Payments until such time as all amounts owing under this Note are paid in full, and to execute all documentation required in order to authorize and direct his broker or brokers to deliver all Required Payments to Lender. Maker hereby authorizes Lender to direct Maker's broker or brokers to remit such proceeds to Lender as are required to satisfy all Required Payments. Such advice shall be provided within three (3) business days of any request for instruction from Maker's broker. In the event Maker transfers all or any portion of the February 2000 Option Shares for non-cash consideration in connection with the sale of the Lender or merger with the Lender through a stock for stock exchange, Maker hereby grants, and Lender shall be deemed to have, a security interest in such non-cash property and the application of the proceeds from the 2 sale of such non-cash property shall be subject to the same terms and conditions as are applicable to the sale or transfer of the February 2000 Option Shares. Any of the following events shall constitute an event of default under this Note: (1) the failure of the Maker to make any required payment under this Note when due; (2) the failure of the Maker to comply with or perform any covenant or obligation under this Note; or (3) the Maker's filing of a voluntary petition in bankruptcy or being adjudicated as bankrupt or insolvent. In the event of default, the entire unpaid balance of this Note, at the option of the Lender, shall become immediately due and payable, without notice or demand. The Lender shall have full recourse against the Maker upon the occurrence of an event of default. The Maker waives presentment for payment, protest and demand, and notice of protest, demand and/or dishonor and nonpayment of this Note and all other notices or demands otherwise required by law that the Maker may lawfully waive. No modification or waiver or any provision of this Note or consent to any departure by the Maker from the terms of this Note, shall in any event be effective unless in writing, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. This Note shall be governed by, and construed and interpreted in accordance with the laws of the State of Florida. In the event Lender determines it is necessary to institute suit to collect on this Note, the action shall be maintained in Brevard County, State of Florida, and the Maker hereby consents to the institution of action in that jurisdiction and waives any and all defenses it may have to the maintenance of the suit in Brevard County, Florida. In any action to enforce any right or obligation under this Note, Maker and Lender agree that the prevailing party shall be entitled to reimbursement of reasonable attorneys' fees, expenses and court costs. MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER THE LENDER OR MAKER. SIGNED AND DELIVERED as of this 12th day of November, 2000. MAKER: /s/ R. Lee Hamilton, Jr. ------------------------------------------- R. Lee Hamilton, Jr. -2-