Promissory Note and Agreement between Patrick T. Conroy and GENXON Power Systems, Inc.

Summary

Patrick T. Conroy agrees to repay GENXON Power Systems, Inc. $150,000, with no interest, secured by a lien on his property in Los Gatos, California. The loan is due on the earlier of October 1, 2002, the sale or transfer of the property, or if Conroy leaves GENXON. The principal is reduced by 20% for each year Conroy remains employed by GENXON, and the note is void if he stays for five years. GENXON will subordinate the lien if Conroy refinances. If collection is needed, Conroy will pay attorney fees.

EX-10.3 9 0009.txt PROMISSORY NOTE EXHIBIT 10.3 GENXON - ------ POWER SYSTEMS PROMISSORY NOTE --------------- and --- AGREEMENT --------- $150,000.00 - ----------- 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: Employee as Remaining of (Date) Principal of Note ----------- ----------------- 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 - -------------------------- -------------------------- Patrick T. Conroy Member of the Board of Members Nov. 18, 1997 - ------------------------------ -------------------------- Title Date November 18, 1997 - -------------------------- Date 2