of the
properties of Maker shall be appointed; or if a warrant of attachment, execution
or distraint, or similar process, shall be issued against any substantial part
of the property of Maker; and if in each such case such condition shall continue
for a period of 30 days with being dismissed or discharged.
IF ANY ONE OR MORE EVENTS OF DEFAULT SHALL OCCUR AND BE CONTINUING FOR ANY
REASON WHATSOEVER (AND WHETHER SUCH OCCURRENCE SHALL BE VOLUNTARY OR INVOLUNTARY
OR COME ABOUT OR BE EFFECTED BY OPERATION OF LAW OR OTHERWISE), THEN IN ADDITION
TO ANY RIGHT, POWER OR REMEDY PERMITTED UNDER THIS NOTE, OR BY LAW OR EQUITY OR
OTHERWISE, THE HOLDER HEREOF SHALL HAVE AND MAY EXERCISE FROM TIME TO TIME THE
FOLLOWING RIGHTS AND REMEDIES (I) THE RIGHT TO DECLARE THE ENTIRE OUTSTANDING
PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED AND UNPAID INTEREST THEREON AND
OTHER AMOUNTS OWED TO THE HOLDER HEREOF UNDER THIS NOTE AND UNDER ANY OTHER
PROMISSORY NOTE EXECUTED AND DELIVERED BY MAKER TO THE COMPANY TO BE IMMEDIATELY
DUE AND PAYABLE; (II) ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER
THE UNIFORM COMMERCIAL CODE OR UNDER OTHER APPLICABLE LAW, AND ALL OTHER LEGAL
AND EQUITABLE RIGHTS TO WHICH THE COMPANY MAY BE ENTITLED AS A SECURED PARTY,
ALL OF WHICH RIGHTS AND REMEDIES SHALL BE CUMULATIVE, AND NONE OF WHICH SHALL BE
EXCLUSIVE; AND (III) THE RIGHT TO OFFSET THE OUTSTANDING PRINCIPAL AND ACCRUED
INTEREST UNDER THE NOTE AGAINST ANY AND ALL MONIES AT ANY TIME HELD AND ANY
OTHER INDEBTEDNESS (WHETHER MATURED OR UNMATURED) OWING BY THE COMPANY TO OR FOR
THE BENEFIT OF MAKER AND AGAINST COMPENSATION OWING TO MAKER, INCLUDING BUT NOT
LIMITED TO ANY SALARY PAYMENTS, SEVERANCE PAYMENTS AND BENEFITS, ACCRUED
VACATION PAY, ANY BUSINESS EXPENSE REIMBURSEMENTS AND ANY OTHER PAYMENTS DUE THE
COMPANY BY THE MAKER UNDER THE EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND THE
MAKER; PROVIDED, HOWEVER, THAT ANY OUTSTANDING PRINCIPAL AND ACCRUED INTEREST
REMAINING AFTER ANY SUCH OFFSET SHALL REMAIN IMMEDIATELY DUE AND PAYABLE. THE
FOREGOING RIGHT OF SET OFF SHALL BE IN ADDITION TO ANY OTHER RIGHTS OF SET OFF
THE HOLDER HEREOF MAY HAVE AT LAW, IN EQUITY OR BY AGREEMENT. INTEREST WILL
COMPOUND MONTHLY AFTER DEFAULT.
The Maker grants to the Company a security interest in the Collateral (as
defined below) for the payment of all amounts due under this Note and all
renewals and extensions hereof and for the performance and payment of any and
all obligations and indebtedness of the Maker to the Company hereunder.
The following certificates, registered in the name of the Maker, with stock
powers duly endorsed in blank and otherwise in proper form for transfer, are
delivered together with this Note to the Company:
Certificate No. _______, representing _______ shares of the common stock of
LabOne , Inc.
The term "Collateral" as used herein shall mean (a) the above-described shares
of the common stock of LabOne, Inc. ("Shares") and any and all accessions and