Exhibit 10.11
NON-NEGOTIABLE PROMISSORY
NOTE
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$168,488.82
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Portland, Oregon
May 31, 2002
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FOR VALUE RECEIVED, the undersigned
Andrew Haller (“Borrower”) promises to pay to
PacifiCorp (“Lender”) the principal sum of one hundred
sixty-eight thousand eight hundred forty-one dollars and four cents
($168,841.04), together with interest at a rate of four and
seventy-four hundreths percent (4.74%) per annum, compounded
annually. Interest shall be calculated on the basis of a 365-day
year, and on the basis of actual days elapsed. Borrower shall repay
principal and interest due hereunder in six (6) equal payments of
thirty-two thousand nine hundred eighty-eight dollars and fifty-six
cents ($32,988.56), due annually on the 30 th day of
June over the six-year period beginning June 30, 2002 and ending
June 30, 2007. This promissory note (this “Note”) is
being provided by Borrower to Lender in connection with that
certain Employment Agreement dated May 23, 2001 between Borrower
and Lender (the “Agreement”).
Borrower shall have the right at any
time and from time to time to prepay, in whole or in part, the
principal of this Note without any penalty.
Borrower agrees that in the event
the Borrower’s employment ends due to termination for cause
by the Lender (as defined in the Agreement) or voluntary
resignation by the Borrower, Borrower will repay any amounts then
outstanding under this Note within thirty (30) days of termination
of employment. Borrower further agrees to execute any and all
documents necessary to allow Lender to withhold remaining
employment compensation (after provision for all employment tax)
and apply that to any of the Borrower’s outstanding balance
due on the Note.
Lender may, in its sole discretion
and without prior notice to Borrower, establish an accelerated
payment schedule for any unpaid amounts hereunder, if the
Borrower’s employment with Lender is i