Fill and Sign the Xidex Corporation Form

§23.102PROXY STATEMENTS : STRATEGY & FORMS 23-106A © 1998 Jefren Publishing Company, Inc. EXHIBIT D XIDEX CORPORATION LOAN PLAN FOR KEY EMPLOYEES Purpose. Xidex Corporation ("Company") hereby establishes this Loan Plan for Key Employees ("Loan Plan") in order to enable the Company to provide key employees, including officers (whether or not they are also directors of the Company), with limited financial assistance in the exercise of their outstanding options under the following em ployee stock option plans of the Company (collectively the "Option Plans"): (i) 1973 Selected Employees' Stock Option Plan; (ii) Stock Option Plan (1976); (iii) Stock Option Plan (1978); and (iv) Any other employee stock option plan hereafter adopted by the Company, whether or not such plan specifically includes an authorization for Company loans to assist in the exercise of options outstanding thereunder. Administration. The Loan Plan shall be administered by the Company's Board of Directors ("Board"). The Board may at any time appoint a committee ("Committee ") comprised of three or more members of the Board to administer the provisions of the Loan Plan. The Board or the Committee, whichever is the plan administrator, shall have full authority to adopt rules and regulations for the proper administration of the Loan Plan and may from time to time establish a general policy for the approval of loans under t he Loan Plan and delegate the administration of such policy to one or more officers of the Company. Decisions of the plan administrator with respect to any issues or matters which ma y arise under the Loan Plan shall be final and binding on all interested parties. Eligibility For Financial Assistance. Key employees of the Company or its subsidiaries, including officers (whether or not they are also directors), who hold options under one or more of the Option Plans may in connection with the exercise of such options apply to the plan administrator for a loan from the Company in accordance with the provisions of this Loan Plan. The plan administrator shall have complete discretion in determining whe ther to approve the loan application in whole or in part and shall not recommend the extension of any loan unless it is reasonably assured that the loan proceeds are to be applied solely to the satisfaction of the federal and state income tax withholding requirements which arise by reason of the applicant's exercise of one or more options under the Option Plans. Loans shall not be made under this Loan Plan for any other purpose. Extension Of Loans. The Company shall, upon the plan administrator's recommendation, extend a loan to an eligible employee; provided such loan shall be subject to the following terms and conditions: 1. The principal of the loan shall not exceed the amount to be withheld by the Company in satisfaction of the federal and state income tax withholding requirements applicable to the employee's exercise of one or more options under the Option Plans, and the loan proceeds shall be paid directly to the Company to enable it to sat isfy such withholding requirements. 2. The loan shall have a term of three years and shall be payable in three equal §23.102 PROXY STATEMENTS : STRATEGY & FORMS B annual installments of principal, commencing one year after the exercise date of the option. 3. The loan shall be evidenced by the employee's promissory note made payable to the Company's order. The note shall be substantially in the form approved by the plan administrator and shall provide for the payment of simple interest at the per annum rate recommended by the plan administrator. The interest rate need not be uniform for all loans. Accrued interest shall be due and payable annually in one or more multiples of $100 on each December 31 during the term of the loan, with the final payment of accrued interest to become due on the third principal installment date. 4. Payment of the note is to be secured by a pledge of all the shares of Company common stock acquired by the employee upon the particular exercise of the option to which the loan relates. The employee shall effect such pledge by delivering to the Company (i) the certificate for the acquired shares, accompanie d by a duly endorsed assignment of stock powers, and (ii) a properly executed stock pledge agreement. Shares may be released from pledge subject to the following terms and conditions: (i) the value of the remaining shares will at the time of release be equal to or exceed at least twice the aggregate principal amount of the employee's indebtedness under the note and pledge agreement executed pursuant to the Loan Plan; (ii) the released shares must be applied solely and exclusively to the paym ent of the option price due upon exercise of one or more options granted to the employee under the Option Plans; and (iii) the employee must not be in default in the payment or performance of any covenant or obligation under the note or pledge agreement. 5. Provided the employee continues in the employ of the Company or its subsidiaries, the plan administrator shall be authorized to forgive payment of any and all installments of principal that become due and payable under the note. However, should the employee terminate employment for any reason while the note is outstanding, payment of principal, together with accrued interest, shall be accelerated as provided by the terms of the note. 6. In the event of the sale or transfer of any of the pledged shares (other than a transfer effected in connection with a reorganization or recapitalization in whic h the Company is the surviving corporation or a transfer to the Company in payment of the exercise price of one or more options outstanding under the Option Plans), the unpaid principal balance of the note, together with accrued interest, shall become immediately due and payable to the extent of the proceeds (net of brokerage fees) realized from such sale or transfer. The Company shall release the shares to be sold from pledge provided, and only if, the employee first pays the Company the accelerated portion of the note or otherwise enters into a satisfactory arrangement with the Company to provide for payment of the accelerated amount upon consummation of the sale. Amounts accelerated by reason of this paragraph 6 shall not be subject to forgiveness under paragraph 5. Amendment And Termination. The Board may at any time and from time to time suspend or terminate the operation of the Loan Plan and the extension of Company loans hereunder and may, subject to required shareholder approval, amend or modify the §23.102PROXY STATEMENTS : STRATEGY & FORMS 23-106C © 1998 Jefren Publishing Company, Inc. provisions of the Loan Plan, including the terms and conditions upon which loans are to be made to eligible employees. Under no circumstances, however, shall any such amendment, termination or suspension of the Loan Plan adversely affect the rights and obligations of employees under any loans at the time outstanding under the Loan Plan. §23.102 Reserved