Exhibit 10.23
PROMISSORY NOTE
SECURED BY STOCK PLEDGE AGREEMENT
NOTICE: THIS PROMISSORY NOTE PROVIDES FOR A BALLOON PAYMENT.
$150,885 San Mateo, California
December 23, 1999
For value received, the undersigned, Xxxxxxx Xxxxxxx ("Director") and
Xxxxxx Xxxxxxx (collectively, "Borrower") jointly and severally promise to pay
to E-STAMP CORPORATION, a Delaware corporation ("E-Stamp"), or order, at 0000
Xxxxxx Xxxxx, Xxx Xxxxx XX 00000, or such other place as E-Stamp may designate
in writing from time to time, in lawful money of the United States of America,
without abatement, demand, deduction, setoff or counterclaim, the principal sum
of One Hundred Fifty Thousand Eight Hundred Eighty-Five Dollars ($150,885),
together with interest thereon at the rate of five and seventy-four hundreths
percent (5.74%) per annum, compounded annually, from the date first set forth
above until all outstanding principal, accrued interest and other charges under
this Promissory Note are paid in full.
1. Payments. All outstanding principal and accrued interest under this
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Promissory Note shall be due and payable on the Due Date (as defined below);
provided, however, that so long as Director is a director on the Board of
Directors of E-Stamp, Borrower's obligation to pay principal and interest under
this Promissory Note shall be forgiven as follows: (a) principal in the amount
of Eighteen Thousand Eight Hundred Sixty Dollars ($18,860) shall be forgiven as
of the date first set forth above, and (b) principal in the amount of Eighteen
Thousand Eight Hundred Sixty Dollars ($18,860), plus accrued but unpaid interest
on the outstanding balance of principal hereunder, shall be forgiven on February
18, 2000, May 18, 2000, August 18, 2000, November 18, 2000, February 18, 2001,
and May 18, 2001, and (c) principal in the amount of Eighteen Thousand Eight
Hundred Sixty-five Dollars ($18,865), plus accrued but unpaid interest on the
outstanding balance of principal hereunder, shall be forgiven on August 18,
2001. Notwithstanding the preceding to the contrary, if Borrower sells any of
the Pledged Collateral (as defined below), the outstanding principal and accrued
interest under this Promissory Note shall be due and payable to the extent of
the gross sales price, less commissions, derived from the sale of the Pledged
Collateral. Every payment received by E-Stamp with respect to this Promissory
Note shall be applied as follows: first, to the payment of any late charges;
second, to the payment of accrued but unpaid interest; and, third, to the
payment of the outstanding principal balance of this Promissory Note.
2. Due Date. The "Due Date" shall be the earlier of (i) the date that
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Borrower ceases to be a director on the Board of Directors of E-Stamp, whether
voluntarily or involuntarily, and whether with or without cause, or (ii) August
18, 2001.
3. Purpose of Loan. Borrower acknowledges and agrees that E-Stamp is
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making this loan to Borrower for the purpose of financing Xxxxxxxx's income tax
liability associated with the issuance to Borrower of 50,000 shares of E-Stamp
common stock on August 18, 1999.
4. Default. In the event that Xxxxxxxx fails to pay any amount due under
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this Promissory Note as and when due or to timely perform any other obligation
of Borrower under this Promissory Note, the Pledge Agreement (as defined below),
E-Stamp may, at its option, declare the entire principal sum and all accrued but
unpaid interest under this Promissory Note immediately due and payable. In the
event that E-Stamp
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exercises this option or the principal balance of this Promissory Note otherwise
becomes due and payable, all principal then outstanding under this Promissory
Note shall thereafter bear simple interest at the lesser of ten percent (10%)
per annum or the maximum rate permitted by law. Failure to exercise this option
shall not constitute a waiver of E-Stamp's right to exercise the same with
respect to any prior or subsequent defaults.
5. Security. Borrower's obligations under this Promissory Note are
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secured by that certain Stock Pledge Agreement of even date herewith ("Pledge
Agreement") encumbering 17,500 shares of common stock of E-Stamp owned by
Borrower and pledged as collateral thereunder ("Pledged Collateral").
6. Full Recourse Loan. This Promissory Note evidences a full recourse
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loan. Borrower acknowledges that Xxxxxxxx is personally liable for the
performance of the obligations of Borrower under this Promissory Note, and
Borrower's liability shall not be limited to the value of the Pledged Collateral
or other security provided to E-Stamp to secure Borrower's performance of its
obligations under this Promissory Note.
7. Tax Liability. Borrower understands and agrees that any and all
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income tax liability to Borrower resulting from this Promissory Note, including,
without limitation, the forgiveness of principal and interest hereunder, shall
be the sole responsibility of Borrower.
8. Attorneys' Fees. In the event any legal action or proceeding is
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required to enforce or interpret any provision of this Promissory Note, Borrower
shall pay to E-Stamp upon demand all costs of collection and reasonable
attorneys' fees incurred by E-Stamp.
9. Miscellaneous. If any provision of this Promissory Note shall be
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invalid or unenforceable for any reason, the same shall be ineffective, but the
remainder of this Promissory Note shall not be affected thereby and shall remain
in full force and effect. Time is of the essence of each and every obligation
of Borrower hereunder. Presentment and demand for payment, notice of dishonor,
protest and notice of protest are hereby waived by Xxxxxxxx. If the due date
for any payment under this Promissory Note falls on a Saturday, Sunday or legal
holiday, then such due date shall be extended to the next business day. None of
the terms or provisions of this Promissory Note may be waived, altered, modified
or amended except by a writing signed by E-Stamp and Borrower. The provisions
of this Promissory Note shall be governed by California law. The covenants,
terms and conditions hereof shall bind the heirs, successors and
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assigns of Borrower and shall inure to the benefit of the successors and assigns
of E-Stamp.
IN WITNESS WHEREOF, Xxxxxxxx has executed this Promissory Note as of the
date first set forth above.
BORROWER:
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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