Sample Business Contracts

Promissory Note - Centigram Communications Corp. and George H. Sollman

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                               PROMISSORY NOTE

$300,000.00                                                 San Jose, California
                                                                  April 15, 1996

     FOR VALUE RECEIVED, the undersigned, George H. Sollman, hereby promises 
to pay to Centigram Communications Corporation, a Delaware corporation (the 
"Company"), the principal sum of Three Hundred Thousand and No/100 Dollars 
($300,000.00), which interest thereon at the simple rate of 5.88% per annum, 
compounded annually, at the principal offices of the Company, upon the 
following terms and conditions:

     The principal amount of this Note and all accrued but unpaid interest 
from the date hereof shall be due on April 15, 2001.

     In the event that prior to April 15, 2001, the undersigned shall cease 
to be an employee of the Company for any reason other than death or permanent 
disability, then the principal amount of this Note shall be due and payable 
on written demand by the Company on or at any time after the tenth (10th) day 
following the occurrence of one or more of such events, together with all 
interest accrued but unpaid thereon.

     The undersigned shall have the right to prepay at any time, and from 
time to time, without premium or penalty all or any portion of the principal 
and/or accrued interest hereunder.

     The undersigned hereby waives presentment, protest, demand for payment, 
notice of dishonor and all other notices or demands in connection with the 
delivery, acceptance, performance, default or endorsement of this Note.

     This Note is originally secured by a pledge of twenty thousand four 
hundred twenty-eight (20,428) Common Shares of the Company pursuant to a 
Stock Pledge Agreement of even date herewith which is on file with the 
Secretary of the Company.

     The undersigned agrees to pay any costs of collection of this Note, 
including without limitation reasonable attorney's fees and costs, in the 
event it is not fully paid when due.

     This Note has been made and delivered in the State of California and 
shall be construed in accordance with, and all actions arising hereunder 
shall be governed by, the laws of the State of California.

     April 15, 1996

                                       /s/ George H. Sollman
                                       George H. Sollman


                            STOCK PLEDGE AGREEMENT

April ____, 1996, is executed by George H. Sollman ("PLEDGOR") in favor of 
Centigram Communications Corporation, a Delaware corporation ("COMPANY").


     A.  Pledgor has borrowed Three Hundred Thousand Dollars ($300,000) from 
Company pursuant to a full recourse promissory note, a copy of which is 
attached hereto as Exhibit A (the "Note"), in favor of Company in such amount.

     B.  To secure the payment when due of all amounts under the Note, 
Pledgor is pledging Twenty Thousand Four Hundred Twenty-Eight (20,428) shares 
of Common Stock of Company (the "SHARES") held by Pledgor pursuant to the 
terms and conditions of this Agreement.


     NOW, THEREFORE, in consideration of the above recitals and for other 
good and valuable consideration, the receipt and adequacy of which are hereby 
acknowledged, Pledgor hereby agrees with Company as follows:

     1.  DEFINITIONS. When used in this Pledge Agreement, the following terms 
shall have the following respective meanings:

         "COLLATERAL" shall have the meaning given to that term in PARAGRAPH 
2 hereof.

         "OBLIGATIONS" shall mean and include all obligations owed by Pledgor 
to Company under the Note, including without limitation all interest, fees, 
charges, expenses, attorneys' fees and accountants' fees and costs 
chargeable to Pledgor or payable by Pledgor.

         "UCC" shall mean the Uniform Commercial Code as in effect in the 
State of California from time to time.

     2.  PLEDGE. As security for the payment and performance of the 
Obligations, Pledgor hereby pledges and assigns to Company and grants to 
Company a security interest in all right, title and interest of Pledgor in 
and to the Shares, and all proceeds of the foregoing, including, without 
limitation, all dividends, additional shares of stock, certificates and other 
money and property received and receivable by Pledgor in connection with the 
foregoing (the "COLLATERAL").

     3.  REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants to 
Company that (a) Pledgor is the record and beneficial owner of the Collateral 
(or, in the case of after-acquired Collateral, at the time Pledgor acquires 
rights in the Collateral, will be the record and beneficial owner thereof) 
and no other person has (or, in the case of after-acquired Collateral, at the 
time Pledgor acquires rights therein, will have) any right, title, claim or 
interest (by way of lien or otherwise) in, against or to the Collateral; (b) 
upon delivery to Company of all Collateral consisting of securities, Company 
will have a first priority perfected security interest in such Collateral; 
(c) Pledgor currently owns the Shares, which Shares have been duly and 
validly issued and are fully paid and nonassessable; and (d) Pledgor 
maintains his or her primary residence in the State of California.

     4.  COVENANTS. Pledgor hereby agrees (a) to perform all acts that may be 
necessary to maintain, preserve, protect and perfect the Collateral, the lien 
granted to Company therein and the first priority of such lien; (b) to 
deliver, within sixty (60) days from the date hereof, to Company all 
originals of certificates and other documents, instruments and agreements 
evidencing the Shares, together with such blank stock powers executed by 
Pledgor as Company may request (c) to procure, execute and deliver from time 
to time any endorsements, assignments, financing statements and other


documents, instruments and agreements and take other actions deemed necessary 
or appropriate by Company to perfect, maintain and protect its lien hereunder 
and the priority thereof; (d) to appear in and defend any action or 
proceeding which may affect its title to or Company's interest in the 
Collateral; (e) not to surrender or lose possession of (other than to 
Company), sell, encumber, lease, rent, or otherwise dispose of or transfer 
any Collateral or right or interest therein and to keep the Collateral free 
of all liens; and (f) not to take any action contrary to the intent of this 
Pledge Agreement.

     5.  VOTING RIGHTS PRIOR TO DEFAULT. Unless an Event of Default (as 
defined in SUBPARAGRAPH 6(b) hereof) shall have occurred and Company shall 
have given notice to Pledgor of Company's intent to exercise its rights 
pursuant to SUBPARAGRAPH 6(b) below, Pledgor shall be permitted to exercise 
all voting and corporate rights with respect to the Shares; PROVIDED, 
HOWEVER, that no vote shall be cast or corporate right exercised or other 
action taken which could impair the Collateral or which would be inconsistent 
with or could result in a default in the payment of principal or interest 
under the Note.


         (a)  EVENTS OF DEFAULT. Pledgor shall be deemed in default under 
this Pledge Agreement upon the occurrence of a default in the payment when 
due of principal or interest under the Note or the breach by Pledgor of any 
term of the Note or this Pledge Agreement (each an "EVENT OF DEFAULT").

         (b)  DIVIDENDS, VOTING RIGHTS, ETC. Upon the occurrence of any Event 
of Default, Company may, upon notice to Pledgor, to the extent permissible 
under applicable law, (i) pay all dividends on Shares to the account of 
Company, receive and collect all such dividends and make application thereof 
to the obligations in such order as Company may determine, and (ii) 
register the Shares in its name or the name of the Company's nominee, and the 
Company or the Company's nominee may thereafter exercise (A) all voting, 
corporate and other rights pertaining to the Shares at any meeting of 
shareholders of Company or otherwise and (B) any and all rights of 
conversion, exchange, subscription and any other rights, privileges or options 
pertaining to the Shares as if they were the absolute owner thereof 
(including, without limitation, the right to exchange at its discretion any 
and all of the Shares upon the merger, consolidation, reorganization, 
recapitalization or other fundamental change in the corporate structure of 
the Company, or upon the exercise by Pledgor or Company of any right, 
privilege or option pertaining to the Shares, and in connection therewith, 
the right to deposit and deliver any and all of the Shares with any 
committee, depositary, transfer agent, registrar or other designated agency 
upon such terms and conditions as it may determine), all without liability 
except to account for property actually received by them, but Company shall 
have no duty to Pledgor to exercise any such right, privilege or option and 
shall not be responsible for any failure to do so or delay in so doing.

         (c)  ADDITIONAL REMEDIES. Upon the occurrence of an Event of 
Default, Company may exercise, in addition to all other rights and remedies 
granted in this Pledge Agreement and in the Note, all rights and remedies of 
a secured party under the UCC. Without limiting the generality of the 
foregoing, Company may, without demand of performance or other demand, 
presentment, protest, advertisement or notice of any kind to or upon Pledgor 
or any other person (except notice of time and place of sale and any other 
notice required by law referred to below) forthwith collect, receive, 
appropriate and realize upon the Collateral, or any part thereof, and/or may 
forthwith sell, assign, give an option or options to purchase or otherwise 
dispose of and deliver the Collateral or any part thereof (or contract to do 
any of the foregoing), in one or more parcels at public or private sale or 
sales, in the over-the-counter market, at any exchange, broker's board or 
office of Company or elsewhere upon such terms and conditions as it may deem 
advisable and at such prices as it may deem best, for cash or on credit or 
for future delivery without assumption of any credit risk. Company shall have 
the right upon any such public sale or sales, and, to the extent permitted by 
law, upon any such



private sale or sales to purchase the whole or any part of the Collateral so 
sold, free of any right or equity of redemption in Pledgor, which right or 
equity is hereby waived and released. Company shall apply any proceeds from 
time to time held by it and the net proceeds of any such collection, 
recovery, receipt, appropriation, realization or sale, after deducting all 
reasonable costs and expenses of every kind incurred in respect thereof or 
incidental to the care or safekeeping of any of the Collateral or in any way 
relating to the Collateral or the rights of Company hereunder, including, 
without limitation, reasonable attorneys' fees and disbursements of counsel 
to Company, to the payment in whole or in part of the Obligations, in such 
order as Company may elect, and only after such application and after the 
payment by Company of any other amount required by any provision of law, need 
Company account for the surplus, if any, to Pledgor. To the extent permitted 
by applicable law, Pledgor waives all claims, damages and demands it may 
acquire against Company arising out of the exercise by it of any rights 
hereunder except as may arise solely from Company's gross negligence or 
willful misconduct. If any notice of a proposed sale or other disposition of 
Collateral shall be required by law, such notice shall be deemed reasonable 
and proper if given at least 10 days before such sale or other disposition.
Pledgor further waives and agrees not to assert any rights or privileges 
which it may acquire under Section 9112 of the UCC.

     7.  SALE OF SHARES.

         (a)  PRIVATE SALE. Pledgor recognizes that Company may be unable to 
effect a public sale of any or all of the Shares, by reason of certain 
prohibitions contained in the Securities Act of 1933, as amended, and 
applicable state securities laws or otherwise, and may be compelled to resort 
to one or more private sales thereof to a restricted group of purchasers 
which will be obliged to agree, among other things, to acquire such 
securities for its own account for investment and not with a view to the 
distribution or resale thereof. Pledgor acknowledges and agrees that any such 
private sale may result in prices and other terms less favorable than if such 
sale were public sale and, notwithstanding such circumstances, agrees that 
any such private sale shall be deemed to have been made in a commercially 
reasonable manner. Company shall be under no obligation to delay a sale of 
any of the Shares for the period of time necessary to register such 
securities for public sale under the Securities Act, or under applicable state 
securities laws.

         (b)  FURTHER ASSURANCES. Pledgor further agrees to use its best 
efforts to do or cause to be done all such other acts as may be necessary to 
make such sale or sales of all or any portion of the Shares pursuant to this 
Pledge Agreement valid and binding and in compliance with any and all other 
applicable laws, rules and regulations of all governmental authorities.
Pledgor further agrees that a breach of any of the covenants contained in 
this PARAGRAPH 7 will cause irreparable injury to Company, that Company has 
no adequate remedy at law in respect of such breach and, as a consequence, 
that each and every covenant contained in this PARAGRAPH 7 shall be 
specifically enforceable against Pledgor, and Pledgor hereby waives and 
agrees not to assert any defenses against an action for specific performance 
of such covenants except for a defense that no Event of Default has occurred.

     8.  LIMITATION ON DUTIES REGARDING COLLATERAL. Company's sole duty with 
respect to the custody, safekeeping and physical preservation of the 
Collateral in its possession, under Section 9207 of the UCC or otherwise, 
shall be to deal with it in the same manner as Company deals with similar 
securities and property for its own account. Neither Company nor any of its 
employees or agents shall be liable for failure to demand, collect or realize 
upon any of the Collateral or for any delay in doing so or shall be under any 
obligation to sell or otherwise dispose of any Collateral upon the request of 
Pledgor or otherwise.




         (a)  NOTICES. Except as otherwise provided herein, all notices, 
requests, demands, consents, instructions or other communications to or upon 
Company or Pledgor under this Pledge Agreement shall be duly given or made if 
sent in writing by certified mail, recognized overnight courier or hand 
delivery and shall be effective upon delivery to the recipient.

         (b)  NONWAIVER. No failure or delay on Company's part in exercising 
any right hereunder shall operate as a waiver thereof or of any other right 
nor shall any single or partial exercise of any such right preclude any other 
further exercise thereof or of any other right.

         (c)  AMENDMENTS AND WAIVERS. This Pledge Agreement may not be 
amended or modified, nor may any of its terms be waived, except by written 
instruments signed by Pledgor and Company. Each waiver or consent under any 
provision hereof shall be effective only in the specific instances for the 
purpose for which given.

         (d)  ASSIGNMENTS. This Pledge Agreement shall be binding upon and 
inure to the benefit of Company and Pledgor and their respective successors 
and assigns; provided that Pledgor may not assign its obligations hereunder 
without the written consent of Company.

         (e)  CUMULATIVE RIGHTS, ETC. The rights, powers and remedies of 
Company under this Pledge Agreement shall be in addition to all rights, 
powers and remedies given to Company by virtue of any applicable law, rule or 
regulation of any governmental entity, the Note, any other agreement, all of 
which rights, powers, and remedies shall be cumulative and may be exercised 
successively or concurrently without impairing Company's rights hereunder.
Pledgor waives any right to require Company to proceed against any person or 
to exhaust any Collateral or to pursue any remedy in Company's power.

         (f)  PAYMENTS FREE OF TAXES, ETC. All payments made by Pledgor under 
this Pledge Agreement shall be made by Pledgor free and clear of and without 
deduction for any and all present and future taxes, levies, charges, 
deductions and withholdings. In addition, Pledgor shall pay upon demand any 
stamp or other taxes, levies or charges of any jurisdiction with respect to 
the execution, delivery, registration, performance and enforcement of this 
Pledge Agreement.

         (g)  PARTIAL INVALIDITY. If any time any provision of this Pledge 
Agreement is or becomes illegal, invalid or unenforceable in any respect 
under the law or any jurisdiction, neither the legality, validity or 
enforceability of the remaining provisions of this Pledge Agreement nor the 
legality, validity or enforceability of such provision under the law of any 
other jurisdiction shall in any way be affected or impaired thereby.

         (h)  GOVERNING LAW. This Pledge Agreement shall be governed by and 
construed in accordance with the laws of the State of California without 
reference to conflicts of law rules.

         (i)  AUTHORIZED ACTION BY PLEDGEES. Pledgor hereby irrevocably 
appoints Company as its attorney-in-fact and agree that Company may perform 
(but Company shall not be obligated to and shall incur no liability to 
Pledgor or any third party for failure so to do) any act which Pledgor is 
obligated by this Pledge Agreement or the Note to perform, and to exercise 
such rights and powers as Pledgor might exercise with respect to the 
Collateral, including, without limitation, the right to (a) exercise (1) all 
voting, corporate and other rights pertaining to the Shares at any meeting of 
shareholders of the Company or otherwise and (2) any and all rights of 
conversion, exchange, subscription and any other rights, privileges or 
options pertaining to the Shares; (b) collect by legal proceedings or 
otherwise and endorse, receive and receipt for all dividends, interest, 
payments, proceeds and other sums and property now or hereafter payable on or 
on account of the Collateral; (c) enter into any extension, reorganization, 
deposit, merger, consolidation or other agreement



pertaining to, or deposit, surrender, accept, hold or apply other property in 
exchange for the Collateral; (d) insure, process and preserve the Collateral; 
(e) make any compromise or settlement, and take any action it deems 
advisable, with respect to the Collateral and (f) pay any indebtedness of 
Pledgor relating to the Collateral. Pledgor agrees to reimburse Company upon 
demand for any reasonable costs and expenses, including, without limitation, 
attorneys' fees and costs. Company may incur while acting as Pledgor's 
attorney-in-fact hereunder, all of which costs and expenses are included in 
the Obligations.

                 [Remainder of Page Intentionally Left Blank]



     IN WITNESS WHEREOF, Pledgor has caused this Pledge Agreement to be 
executed as of the day and year first above written.

                                       /s/ George H. Sollman
                                       George H. Sollman

Acknowledged and Agreed to by:


By:  /s/ Anthony R. Muller
     Name: Anthony R. Muller
     Title: Chief Financial Officer