Exhibit 10.15
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PROMISSORY NOTE
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$2,000,000 January 25, 1999
Cupertino, California
FOR VALUE RECEIVED, the undersigned, Xxxxxx Xxxxxx ("Borrower"),
promises to pay to Xxxx, Xxxxxx & Associates, Inc. (the "Company"), at its
principal offices at 00000 Xxxxxxx Xxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx
00000, the principal sum of $2,000,000, together with interest from the date of
this Note on the unpaid principal balance upon the terms and conditions
specified below.
1. Principal and Interest. The principal balance of this Note
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together with interest accrued and unpaid to date shall be due and payable three
(3) years from the date of this Note.
2. Rate of Interest. Interest shall accrue under the Note on any
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unpaid principal balance at the rate of the Company's cost of borrowing plus
1/8% per annum, compounded monthly.
3. Prepayment. Prepayment of principal and interest may be made at
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any time without penalty.
4. Events of Acceleration. The entire unpaid principal sum and
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unpaid interest of this Note shall become immediately due and payable upon one
or more of the following events:
A. the failure of the Borrower to pay when due the principal
balance and accrued interest on this Note and the continuation of such default
for more than thirty (30) days; or
B. the insolvency of the Borrower, the commission of an act of
bankruptcy by the Borrower, the execution by the Borrower of a general
assignment for the benefit of creditors, the filing by or against the Borrower
of a petition in bankruptcy or a petition for relief under the provisions of the
federal bankruptcy act or another state or federal law for the relief of debtors
and the continuation of such petition without dismissal for a period of ninety
(90) days or more; or
C. the occurrence of an event of default under the Stock Pledge
Agreement securing this Note or any obligation secured thereby.
Borrower, in addition to the collateral under the Stock Pledge
Agreement, may be applied to the satisfaction of the Borrower's obligations
hereunder.
5. Collection. If action is instituted to collect this Note, the
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Borrower promises to pay all reasonable costs and expenses (including reasonable
attorney fees) incurred in connection with such action.
6. Waiver. No previous waiver and no failure or delay by the
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Company or Borrower in acting with respect to the terms of this Note or the
Stock Pledge Agreement shall constitute a waiver of any breach, default, or
failure of condition under this Note, the Stock Pledge Agreement, or the
obligations secured thereby. A waiver of any term of this Note, the Stock Pledge
Agreement, or of any of the obligations secured thereby must be made in writing
and signed by a duly authorized officer of the Company and shall be limited to
the express terms of such waiver.
Borrower hereby expressly waives presentment and demand for payment at
such time as any payments are due under this Note.
7. Conflicting Agreements. In the event of any inconsistencies
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between the terms of this Note and the terms of any other document related to
the loan evidenced by the Note, the terms of this Note shall prevail.
8. Governing Law. This Note shall be construed in accordance with
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the laws of the State of California.
By: /s/ Xxxxxx Xxxxxx
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Signature of Borrower: Xxxxxx Xxxxxx
Address:
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