Secured Promissory Note - Plumtree Software Inc. and Eric Borrmann
SECURED PROMISSORY NOTE
$520,000
San Francisco, California
August 14, 2000
FOR VALUE RECEIVED, Eric Borrmann (the "Borrower"), hereby promises to
pay to the order of Plumtree Software, Inc., a California corporation (the
"Lender"), the principal sum of Five Hundred Twenty Thousand Dollars ($520,000),
in lawful money of the United States of America, on August 13, 2005 or when
demanded pursuant to Section 6 hereof (the "Repayment Date"), together with
accrued and unpaid interest thereon from the date hereof.
1. Interest Rate. The outstanding principal amount of this Note,
together with all accrued and unpaid interest thereon, shall bear interest at a
rate per annum equal to six percent (6.0%).
2. Interest Payments. Interest payments on the Note shall be payable
annually on July 1 of each year through the Repayment Date. Interest shall be
calculated on the basis of a year comprised of twelve (12) thirty (30) day
months. Each payment on this Note shall be credited first to interest on past
due interest, then to past due interest, then to accrued interest and then to
principal.
3. Method of Payment. All payments hereunder shall be made to
Lender, Plumtree Software, Inc., 500 Sansome Street, San Francisco, CA 94111, or
at such other place, or by such other means, as the Lender shall designate to
the Borrower in writing. If any payment of principal or interest on this Note is
due on a day which is not a Business Day, such payment shall be due on the next
succeeding Business Day, and such extension of time shall be taken into account
in calculating the amount of interest payable under this Note. "Business Day"
means any day other than a Saturday, Sunday or legal holiday in the State of
California.
4. Prepayment. The Borrower shall have the right to prepay the
principal amount hereof in full or in part, together with all accrued interest
on the amount prepaid to the date of such prepayment, at any time without
penalty.
5. Security. Pursuant to the Security and Pledge Agreement, dated as
of the date hereof (the "Security Agreement"), by and between the Lender and the
Borrower, the obligations of the Borrower hereunder are secured by the
Collateral (as defined in the Security Agreement), and the holder of this Note
is
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entitled to the Proceeds (as defined in the Security Agreement), but not the
voting rights, of the Collateral.
6. Events of Default.
(a) Each of the following shall constitute an event of default
("Event of Default") hereunder: (i) the Borrower's failure to pay, within
fifteen (15) days after the date when such payment is due, any payment of
principal or interest on the Note; and (ii) the Borrower's failure to observe or
perform any covenant or agreement contained in the Note;
(b) Upon the occurrence of any Event of Default, the holder of
this Note may, by notice in writing to the Borrower, declare this Note and the
principal of and accrued interest on this Note and all other charges owing to
the Lender to be, and the same shall upon such notice forthwith become, due and
payable. Upon the occurrence of an Event of Default, the holder of this Note,
may, in addition to all rights and remedies available to it at law, exercise any
or all of its rights under the Security Agreement.
7. Recourse. In addition to recourse against the Collateral as
provided in the Security Agreement, the Lender shall be entitled to recourse
against the Borrower for the payment of any principal of or interest on the Note
or for any claim based hereon (including costs of collection).
8. Payable Upon Demand. The holder of this Note shall have the
right, at its option, by notice in writing to the Borrower, to declare the
entire unpaid principal balance of this Note, irrespective of the maturity date
of this Note, together with accrued interest on this Note and any other charges
owing to the Lender, and the same shall upon such notice forthwith become, due
and payable.
9. Costs of Collection. Upon the failure of the Borrower to pay any
amount due hereunder as and when due (taking into account the additional fifteen
(15) days provided in section 5 of the Security Agreement), the Borrower shall
pay on demand any reasonable costs and expenses incurred by the holder hereof in
connection with the collection of any outstanding principal balance and interest
accrued hereunder, and in connection with the enforcement of any rights or
remedies provided for pursuant to this Note and the Security Agreement. If not
paid on demand, all such costs and expenses automatically shall be added to the
remaining principal balance hereunder as of the date immediately following the
date of such demand.
10. Waiver. The Borrower hereby waives any right it might otherwise
have to require notice or acceptance by any other person of its obligations
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or liabilities under this Note which are unconditional and absolute and waives
diligence, presentment, demand of payment, protest and notice with respect to
all of the obligations of the Borrower under this Note and with respect to any
action under this Note and all other notices and demands whatsoever, except as
specifically provided for in this Note. This Note may be amended, and the
observance of any term of this Note may be waived, with (and only with) the
written consent of the Lender.
11. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of California.
12. Assignment or Pledge of Note. The Lender shall promptly notify the
Borrower of any endorsement, assignment, pledge or hypothecation of this Note to
a person not affiliated with the Lender.
13. Loss Mutilation, Etc. Upon notice from the holder of this Note to
the Borrower of the loss, theft, destruction or mutilation of this Note, and
upon receipt of an indemnity reasonably satisfactory to the Borrower from the
holder of this Note or, in the case of mutilation hereof, upon surrender of the
mutilated Note, the Borrower will make and deliver a new note of like tenor in
lieu of this Note.
14. Notices. All notices and other communications required or
permitted under this Note shall be in writing and shall be personally delivered
or sent by certified first class United States mail, postage prepaid, return
receipt requested, and if mailed, shall be deemed to have been received on the
third business day after deposit in the mail, addressed to the Lender, Plumtree
Software, Inc., 500 Sansome Street, San Francisco, CA 94111, Attention: Chief
Financial Officer, or to the Borrower at the address set forth below the
Borrower's signature. Notice of any change of either party's address shall be
given by written notice in the manner set forth in this paragraph.
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IN WITNESS WHEREOF, The Borrower has executed this Note on the date
first above written.
BORROWER:
/s/ Eric Borrmann
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Eric Borrmann
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(Print or Type Name)
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