Sample Business Contracts

Promissory Note - Centigram Communications Corp. and Dennis L. Barsema

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San Jose, California
February 18, 1997

FOR VALUE RECEIVED, the undersigned, Dennis L. 
Barsema, hereby promises to pay to Centigram Communications 
Corporation, a Delaware corporation (the "Company"), the principal 
sum of One Hundred Thousand Dollars ($100,000), with interest thereon 
at the rate of five point eight one percent (5.81%) 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 the third 
anniversary of the date of execution of this Note as set forth above 
(the "Maturity Date")

In the event that prior to the Maturity Date 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 such event, 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.

The undersigned agrees to pay any costs of collection 
of this Note, including without limitation reasonable attorneys' 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 

Dennis L. Barsema