Promissory Note Between Romulus Pereira and Cabletron Systems, Inc. Dated April 12, 2000

Summary

This agreement is a promissory note in which Romulus Pereira promises to repay Cabletron Systems, Inc. $400,000 plus 6.46% annual interest within two years. If Pereira is terminated without cause or dies, the remaining debt is forgiven. The note is secured by Pereira’s rights to certain payments from Cabletron, such as salary and bonuses. If Pereira defaults, Cabletron can use these assets to recover the debt, and Pereira remains liable for any remaining balance. The agreement is governed by New Hampshire law.

EX-10.9 14 0014.txt PROMISSORY NOTE DATED APRIL 12, 2000 EXHIBIT 10.10 PROMISSORY NOTE For value received on April 12, 2000, Romulus Pereira (hereinafter --------------- "Executive") promises to pay to the order of Cabletron Systems, Inc., or any of its subsidiaries (hereinafter "Company" or "Cabletron"), the principal sum of $400,000 Dollars (the "Loan Amount"). The outstanding principal amount of this Note, along with interest accruing at a rate of 6.46% per annum, shall be payable at 35 Industrial Way, Rochester New Hampshire, 03866 two years from the above stated date. In the event: (i) the Executive's employment with Cabletron is terminated by the Company without cause, or (ii) the death of the Executive, the entire remaining unpaid principal shall be forgiven. "Cause" shall mean a criminal felony, crimes of moral turpitude, deliberate harm of Cabletron, including fraud or embezzlement, and gross and repeated failure (after written notice) to perform Executive's duties. To secure Executive's prompt, punctual and faithful performance of each of Executive's obligations under this Note, Executive hereby assigns to Cabletron all rights of Executive to property, monies and credits for which Cabletron is obligated to Executive, and which is in the possession of Cabletron or any affiliate or subsidiary at the time of default by Executive under this Note and at any time after such default, which property, monies and credits shall include, without limitations, salary, bonuses, vacation pay, and insurance proceeds. The term "Collateral" shall refer to all interest of Executive assigned to Cabletron pursuant to this paragraph. In the event of a default by Executive under this Note, Cabletron shall be permitted to apply the Collateral toward the Executive's liabilities under this Note, and Executive hereby waives notice of nonpayment, demand, presentment, protest and all forms of demand and notice. The Executive shall remain liable to Cabletron for any deficiency remaining following such applications. This Note shall be in default upon the occurrence of any of the following: 1. Executive fails to pay all principal owed under this Note when due, and such failure continues uncured for fifteen (15) days; 2. The Executive shall (i) admit in writing his inability to pay his debts generally as they become due, (ii) file a petition to answer seeking reorganization or arrangement of the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, or any other jurisdiction, (iii) make an assignment or other arrangement for the benefit of his creditors generally, (iv) consent to the appointment of a receiver of himself, or (v) have an order for relief in bankruptcy entered against or with respect to him, provided such order shall not be vacated, set aside or stayed within thirty (30) days after the date of entry thereof. If this Note is in default, the entire outstanding principal balance on this Note shall become immediately due and payable, without further notice. Should any part of the principal amount be collected after default by law or through an attorney-at-law, the Company shall be entitled to collect from the Executive, in addition to the default amount, all attorney fees, together with all other costs of collection. All rights, powers, and remedies provided for herein are cumulative and nonexclusive. The failure or delay of the holder to exercise a right, power, or remedy hereunder shall not operate as a waiver thereof of the same or any other right, power, or remedy on any future occasion. This Note, and all rights, powers, remedies and obligations arising from this Note, shall be construed according to and goverened by the laws of the State of New Hampshire. IN WITNESS WHEREOF, the Executive has hereunto set his hand and seal effective the date first above written. Executive Cabletron Systems Inc. /s/ Romulus Pereira /s/ David Kirkpatrick - ---------------------------- ---------------------------- Romulus Pereira David Kirkpatrick Executive Vice President and CFO - ------------- ------------- Date Date 2