EXHIBIT 10.20
EXHIBIT C
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PROMISSORY NOTE
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$ 61,773.000 San Jose, California
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December 30, 1999
For value received, the undersigned promises to pay Top Tier Software,
Inc. a Delaware corporation (the "COMPANY"), at its principal office the
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principal sum of $61,773.00 with interest from the date hereof at a rate of 8.5%
per annum, compounded semiannually, on the unpaid balance of such principal sum.
Such principal and interest shall be due and payable five (5) years after the
date hereof.
If the undersigned's employment or consulting relationship with the
Company is terminated prior to payment in full of this Note, this Note shall be
immediately due and payable.
Principal and interest are payable in lawful money of the United States
of America. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT
INTEREST OR PENALTY.
Should suit be commenced to collect any sums due under this Note, such
sum as the Court may deem reasonable shall be added hereto as attorneys' fees.
The makers and endorsers have severally waived presentment for payment, protest,
notice of protest and notice of nonpayment of this Note.
This Note, which is full recourse, is secured by a pledge of certain
shares of Common Stock of the Company and is subject to the terms of a Pledge
and Security Agreement between the undersigned and the Company of even date
herewith.
EMPLOYEE /s/ Xxxxxx Xxxx
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