EXHIBIT 10.6
INSTALLMENT NOTE
Palo Alto, California
$________ September 28, 1995
FOR VALUE RECEIVED, ________ promises to pay to BEA Systems, Inc. a
Delaware corporation (the "Company"), or order, the principal sum of ________
($________), together with interest on the unpaid principal hereof from the
date hereof at the rate of seven percent (7%) per annum, compounded
semiannually.
Principal and interest shall be due and payable as follows: Principal
and accrued but unpaid interest shall be due and payable on the fifth
anniversary of this Note, September 28, 2000; PROVIDED HOWEVER, that this
Note shall accelerate and all principal and accrued but unpaid interest shall
be due and payable within 30 days of the termination of ________ employment
with the Company pursuant to either Section 3(c) or Section 3(d) of that
certain Employment Agreement dated September 28, 1995 between the Company and
________ (the "Employment Agreement"); and PROVIDED FURTHER that all
principal and accrued but unpaid interest on this Note shall be due and
payable within one year of the involuntary termination of ________ employment
with the Company pursuant to any of Section 3(a), Section 3(b), or Section
3(e) of the Employment Agreement. Should the undersigned fail to make full
payment of any installment of principal or interest for a period of 10 days
or more after the due date thereof, the whole unpaid balance on this Note of
principal and interest shall become immediately due at the option of the
holder of this Note. Payments of principal and interest shall be made in
lawful money of the United States of America.
The undersigned may at any time prepay all or any portion of the
principal or interest owing hereunder.
This Note is delivered upon the purchase of Common Stock of the Company
pursuant to that certain Restricted Stock Purchase Agreement dated September
28, 1995 between the Company and the undersigned and is subject to the terms
of such Agreement. This Note is secured by a pledge of the Company's Common
Stock under the terms of a Security Agreement of even date herewith and is
subject to all the provisions thereof.
Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by
the undersigned.
The holder of this Note shall have full recourse against the maker, and
shall not be required to proceed against the collateral securing this Note in
the event of default.
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