Deed Of Trust

ACUSON CORPORATION EXHIBIT 10.2 - --------------------------------------------------------------------------------


When Recorded Mail to: Acuson Corporation 1220 Charleston Road P.O. Box 7393 Mountain View, California 94039-7393 Attn: Charles H. Dearborn, Esq.


DEED OF TRUST
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THE PARTIES TO THIS DEED OF TRUST, made as of the 24th day of April, 1998 are EDWARD P. CORNELL and CAROL S. CORNELL, husband and wife (collectively, "Trustor"), COMMONWEALTH LAND TITLE COMPANY ("Trustee"), and ACUSON CORPORATION, a Delaware corporation ("Beneficiary").


RECITALS
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Trustor and Beneficiary hereby acknowledge and agree as follows:


1. Edward P. Cornell ("Employee") is employed by Beneficiary as of the date of this Deed of Trust.


2. In consideration of Employee's services, Beneficiary has agreed to lend to Trustor an aggregate of Four Hundred Thousand Dollars ($400,000) principal amount as partial financing of a primary residence.


3. The loan by Beneficiary is evidenced by that certain promissory note referred to below. Such note bears interest at a rate substantially below the currently prevailing rate of interest on loans of like principal amounts secured by a second deed of trust on residential real property.


4. Beneficiary is willing to make the loan to Trustor as a benefit of employment and is willing to charge a rate of interest below the market rate as a form of compensation for services rendered by Employee while an employee of Beneficiary.


GRANT IN TRUST
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Trustor irrevocably grants and assigns to Trustee, in trust, with power of sale and right of entry and possession, all of that certain real property located in the County of Santa Clara, State of California and more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all easements and other rights now or hereafter made appurtenant thereto, all improvements now or hereafter located thereon, and all fixtures, additions, and accretions thereto. Said real property, appurtenances, improvements, fixtures, additions, and accretions are hereinafter called the "Subject Property." Trustor makes the foregoing grant to


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Trustee to hold the Subject Property in trust for the benefit of Beneficiary, and for the purpose and upon the terms and conditions hereinafter set forth.


A. OBLIGATIONS SECURED.


Trustor makes the foregoing grant and assignment for the purpose of securing:


1. Payment to Beneficiary of all indebtedness evidenced by and arising under the promissory note of even date herewith payable to Beneficiary, in the principal amount of FOUR HUNDRED THOUSAND DOLLARS ($400,000), together with interest thereon as specified therein (the "Promissory Note") and any modifications, extension or renewals thereof;


2. Payment of such further sums and performance of such further obligations or both, as the case may be, as the then record owner of the Subject Property may undertake to pay or perform or both pay and perform, as the case may be (whether as principal, surety, or guarantor), for the benefit of Beneficiary, its successor or assigns, when said borrowing or obligation or both, as the case may be, are evidenced by a writing or writings reciting that it or they are so secured; and


3. Performance of each agreement of Trustor herein contained or incorporated herein by reference and payment of each fee, cost and expense by Trustor as herein set forth.


TO PROTECT THE SECURITY OF THIS DEED OF TRUST, THE PARTIES AGREE AS FOLLOWS:


1. Title. Trustor warrants that, except as otherwise disclosed to
----- Beneficiary in writing, Trustor lawfully holds and possesses the Subject Property in fee simple, without limitation on the right to encumber. Trustor further warrants that the Subject, subject to paragraph C.11 below, may become subject to a deed of trust recorded immediately prior to this Deed of Trust in the official records of Santa Clara County, California, for the benefit of such lender as Beneficiary may approve, to secure indebtedness in the principal sum of up to $500,000 (the "Prior Deed of Trust"), which will rank prior in right to this deed of trust.


2. Taxes. Assessments and Fees. Trustor shall pay, at least ten (10)
--------------------------- days prior to delinquency, all taxes, assessments, levies and charges affecting the Subject Property and all costs, fees and expenses arising out of or levied or imposed as a consequence of this Deed of Trust, whether imposed upon Trustor, Trustee or Beneficiary, but not including taxes payable by Beneficiary that are measured by and imposed upon Beneficiary's net income.


3. Insurance. Trustor shall insure the Subject Property against loss
--------- or damage by fire and such other risks as Beneficiary shall from time to time reasonably require. Trustor shall carry public liability insurance, flood insurance required under any applicable law, and other insurance as Beneficiary may reasonably require. Trustor shall maintain all required insurance in companies, amounts, coverages, and forms reasonably satisfactory to Beneficiary. All such policies or certificates of insurance shall name Beneficiary as a loss payee subordinate in right only to the beneficiary under the Prior Deed of Trust, and they shall also provide that they cannot be terminated as to Beneficiary except upon thirty (30) days prior written notice to Beneficiary. Trustor shall deliver certificates evidencing such insurance to Beneficiary upon request.


4. Liens and Encumbrances. Trustor shall pay, at or prior to the
---------------------- maturity date thereof, all obligations secured by or reducible to liens and encumbrances which shall now or


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hereafter encumber or appear to encumber the Subject Property or any part thereof or interest therein, whether senior or subordinate to the lien of this Deed of Trust, including, without limitation, all claims for work or labor performed, or materials or supplies furnished in connection with any work of demolition, alteration, or improvement of, or construction upon, the Subject Property.


5. Disposition of Insurance and Condemnation Proceeds Trustor assigns
-------------------------------------------------- to Beneficiary (i) all awards for damages suffered or compensation paid by reason of a taking for public use of, or an action in eminent domain affecting all or any part of, the Subject Property or any interest therein, and (ii) all proceeds of any insurance policies paid by reason of loss sustained to the Subject Property or any part thereof, subject, however, to the prior right of the beneficiary under the Prior Deed of Trust to receive such proceeds and make application thereof. Beneficiary shall release to Trustor such insurance proceeds received as a result of damage or destruction of the Subject Property as required to pay for the repair and restoration of such damage or destruction. Beneficiary may apply any sum in excess of the amount required to repair or restore said damage or destruction and any other such sum to any indebtedness or obligation secured hereby and in such order as Beneficiary may, at its sole option, determine. Subject to the prior rights of the beneficiary under the Prior Deed of Trust, Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided hereunder. However, Beneficiary may, at the absolute discretion of Beneficiary and regardless of any impairment of security or lack of impairment of security, release to Trustor all or any part of the entire amount so collected upon any conditions Beneficiary chooses. Application of all or any portion of said funds, or the release thereof, shall not be deemed to constitute an admission that any repair or replacement resulting from the application or release of said funds satisfies Trustor's obligations under Paragraph A.6 and shall not cure or waive any default or notice of default hereunder or invalidate any acts done pursuant to such notice.


6. Maintenance and Preservation of the Property Trustor covenants:
-------------------------------------------- (i) to keep the Subject Property in good condition and repair; (ii) not to remove or demolish the Subject Property or any part thereof; (iii) to complete or restore promptly and in good and workmanlike manner the Subject Property or any part thereof which may be damaged or destroyed; (iv) to comply with all laws, ordinances, regulations, and standards which affect the Subject Property or require alteration or improvement thereto or demolition thereof; (v) not to commit or permit waste thereof; (vi) not to commit, suffer or permit any act upon the Subject Property in violation of any law, ordinance, regulation or standard; (vii) to do all other acts which from the character or use of the Subject Property may be reasonably necessary to maintain and preserve its value; (viii) except for the Prior Deed of Trust or any New Loan, as defined in C.11 below, not to create any deed of trust or encumbrance upon the Subject Property subsequent to the date of this Deed of Trust, without specifically providing therein that the same is subject to this Deed of Trust for the full amount secured hereby, including (without limitation) extensions, renewals, and future advances, together with interest thereon, and subject to all of the terms and provisions hereof; and (ix) to execute and, where appropriate, acknowledge and deliver such further instruments as Beneficiary or Trustee deems necessary or appropriate to preserve, continue, perfect, and enjoy the security provided for herein.


7. Defense and Notice of Actions. Trustor shall, without liability,
----------------------------- cost, or expense to Beneficiary or Trustee, protect, preserve, and defend title to the Subject Property, the security hereof, and the rights and powers of Beneficiary or Trustee hereunder. Trustor shall give Beneficiary and Trustee prompt notice in writing of the filing of any such action or proceeding.


8. Right of Inspection. Beneficiary and its agents or employees may
------------------- enter the Subject Property at any reasonable time for the purpose of inspecting the Subject Property and


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ascertaining Trustor's compliance with the terms hereof.


9. Acceptance of Trust. Notice of Indemnification. Trustee accepts
---------------------------------------------- this trust when this Deed of Trust, duly executed and acknowledged, becomes a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless Trustee brings such action. Trustee shall not be obligated to perform any act required of it hereunder unless the performance of such act is requested in writing and Trustee is reasonably indemnified against loss, liability, and expense.


10. Powers of Trustee. From time to time upon written request of
----------------- Beneficiary and presentation of this Deed of Trust for endorsement, and without affecting the personal liability of any person for payment of any indebtedness or performance of the obligation secured hereby, Trustee may, without liability therefor and without notice: reconvey all or any part of the Subject Property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. Trustee or Beneficiary may from time to time apply to any court of competent jurisdiction for aid and direction in the execution of the trust hereunder and the enforcement of the rights and remedies available hereunder, and Trustee or Beneficiary may obtain orders or decrees directing or confirming or approving acts in the execution of said trusts and the enforcement of said remedies. Trustee has no obligation to notify any party of any pending sale or any action or proceeding unless held or commenced and maintained by Trustee under this Deed of Trust. Trustor shall pay to Trustee reasonable compensation and reimbursement for services and expenses in the administration of the trust created hereunder, including reasonable attorneys' fees. Trustor shall indemnify Trustee and Beneficiary against all losses, claims, demands, and liabilities, including reasonable attorneys' fees, which either may incur, suffer, or sustain in the execution of the trusts created hereunder or in the performance of any act required or permitted hereunder or by law.


11. Substitution of Trustees. From time to time, by a writing signed
------------------------ and acknowledged by Beneficiary and recorded in the Office of the Recorder of the County in which the Subject Property is situated, Beneficiary may appoint another trustee to act in the place and stead of Trustee or any successor. Such writing shall refer to this Deed of Trust and set forth the date, book, and page of its recordation. The recordation of such instrument of substitution shall discharge Trustee herein named and shall appoint the new trustee as the trustee hereunder with the same effect as if originally named Trustee herein. A writing recorded pursuant to the provisions of this paragraph s ...