Promissory Note - Sun Microsystems Inc., Chester Silvestri and Irene Silvestri
Sun Microsystems, Inc.
2550 Garcia Avenue
Mountain View, CA 94043-1100
415 960-1300
PROMISSORY NOTE
$120,000.00 Mountain View, California
December 30, 1992
In installments as stated in the Note, for value received, Chester
Silvestri and Irene Silvestri (hereinafter collectively referred to as
"Borrower") hereby promise to pay to Sun Microsystems, Inc., a Delaware
corporation ("Lender") or order, at its offices at 2550 Garcia Avenue, Mountain
View, California, or at such other place as Lender may from time to time
designate in writing, the principal sum of One Hundred Twenty Thousand Dollars
($120,000.00) on the following terms:
1. PAYMENT: The principal due pursuant to this Note shall be paid in full on
or before July 30, 1994 in lawful money of the United States. This Note
shall bear no interest; however, Borrower acknowledges that the federal,
state and local tax authorities may impute interest and that any tax(es) on
such imputed interest shall be the sole obligation of Borrower. This Note
may be prepaid at any time.
2. DEFAULT AND ACCELERATION:
A. Full Acceleration: Unless otherwise prohibited by law, upon the
occurrence of any of the following events, the Holder of this Note
shall have the option, without demand or notice, to declare the entire
balance of principal of this Note to be immediately due and payable:
(i) Borrower defaults in the payment of principal when due pursuant to
the terms hereof or defaults in the performance of any obligation
of Borrower or other agreement (including any amendment,
modification or extension thereof) which may hereafter be executed
by Borrower for the purpose of securing this Note;
(ii) Thirty (30) days after (a) Lender is notified that Chester
Silvestri is terminating his employment with Lender, or (b)
Lender terminates Chester Silvestri's employment for cause.
For purposes of this Note, the term "cause" shall mean Chester Silvestri's
misfeasance, malfeasance or misconduct, dishonesty or gross negligence in
connection with his employment or such other conduct that reflects
adversely upon the Lender.
B. Partial Acceleration:
(i) In the event that Chester Silvestri dies or is disabled for a
period of more than six months, principal due hereunder shall be
accelerated and (50%) fifty percent of the principal shall be paid
in twelve (12) equal monthly installments, (i) with the first such
monthly payment due, in the event of his death, on the date ninety
(90) days after his death, and, in the event of his disability, on
the date which is six (6) months from the date that Chester
Silvestri becomes disabled, and (ii) the successive monthly
payments being due each month thereafter on the first day of each
such month. The remaining fifty percent (50%) of the principal
shall be due in a balloon payment on the first day of the
thirteenth month following the date of the first payment made
pursuant to this accelerated payment schedule. NOTWITHSTANDING THE
FOREGOING, IN NO EVENT SHALL THE FOREGOING PAYMENT SCHEDULE EXTEND
THE DUE DATE OF THIS NOTE BEYOND JULY 30, 1994 AT WHICH TIME ANY
UNPAID BALANCE SHALL BE DUE AND PAYABLE IN FULL.
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3. ATTORNEY'S FEES: In the event of any default hereunder, Borrower hereby
promises to pay all costs of collection, including reasonable attorney's
fees incurred by Lender hereof on account of such collection, whether or not
suit is filed hereon.
4. WAIVER: The waiver by Lender hereof of any breach of or default under any
terms, covenant or condition contained herein or in any of the agreements
referred to above shall not be deemed to be a waiver of such term, covenant
or condition or any subsequent breach of or default under the same or any
other such term, covenant or condition.
5. NO USURY: Borrower hereby represents and warrants that at no time shall the
proceeds of the indebtedness evidenced hereby be used "primarily for
personal, family, or household purposes" as that term is defined and used in
Article XV of the California Constitution (as amended from time to time).
6. GENERAL PROVISIONS: This Note shall be goverened by and construed in
accordance with the laws of the State of California. The makers, guarantors
and endorsers of this Note hereby severally waive presentment for payment,
protest and demand, notice of notice of protest, demand and dishonor and
nonpayment of this Note, and consent that Lender may extend the time for
payment or otherwise modify the terms of payment or any part of the whole of
the debt evidenced by this Note, at the request of any person liable hereon,
and such consent shall not alter nor diminish the liability of any person.
Borrower hereby waives the defense of the statute of limitations in any
action of this Note to the extent permitted by law. The terms of this
Promissory Note constitute the entire agreement and understanding between
the parties and supersede all previous communications, representations or
agreements, whether written or oral, with respect to the subject matter
hereof.
AS BORROWER:
/s/ CHESTER SILVESTRI
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/s/ IRENE N. SILVESTRI
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