Full Recourse Promissory Note - Healtheon Corp. and W. Michael Long
FULL RECOURSE PROMISSORY NOTE
$499,750 Dated as of July 11, 1997
FOR VALUE RECEIVED, W. Michael Long ("BORROWER"), hereby promises to pay
to the order of Healtheon Corporation, a Delaware corporation (the "LENDER"),
its successors and assigns in lawful money of the United States of America,
the principal sum of Four Hundred Ninety-Nine Thousand Seven Hundred Fifty
($499,750), or such lesser amount as may be outstanding from time to time, no
later than July 16, 1998. (the "MATURITY DATE").
1. PAYMENT. Borrower hereby agrees to repay this Promissory Note in a
series of (i) twenty-five (25) semi-monthly installments commencing upon July
15, 1997 and concluding on July 15, 1998; and (ii) four (4) additional
quarterly payments commencing on October 15, 1997 and concluding on July 15,
1998. The semimonthly payments shall be equal to the amount of net
compensation due to Borrower from Lander after giving effect to all
applicable payroll deductions for taxes, benefits, etc. The quarterly
payments shall each be in an amount which is equal to the difference between
(i) one hundred twenty-four thousand nine hundred thirty seven dollars and
fifty cents ($124,937.50) and (ii) The amount which has been repaid under
this Promissory Note during the preceding quarter. Each payment, when made
hereunder, shall be added to Exhibit A. The unpaid balance under this
Promissory Note shall be due and payable upon the termnination of Borrower's
employment with the Company for any reason. Borrower shall repay the
remaining outstanding balance within five (5) days of the termination of
Borrower's employment. Borrower may pay any portion or all of this
Promissory Note at any time, without penalty. In the event that Borrower
shall fail to pay when due (whether at maturity, by reason of acceleration or
otherwise) any principal of or interest on this Note, such overdue amounts
shall bear interest at a rate equal to eight percent (8%) per annum. If this
Note (or any interest payment hereunder) becomes due and payable on a day
other than a business day, the maturity thereof shall be extended to the next
succeeding business day.
2. WAIVER. The Borrower hereby waives diligence, demand, presentment,
protest and notice of any kind, and all rights of set-off, and assents to
extensions of the time of payment, release, surrender or substitution of
security, or forbearance or other indulgence, without notice.
3. GENERAL. This Note may not be changed, modified or terminated or-
ally, but only by an agreement in writing signed by the party to be charged.
This Note shall be binding upon the heirs, executors, administrators,
successors and assigns of the Borrower and inure to the benefit of the Lender
and its permitted successors, endorsees and assigns. If any term or provision
of this Note shall be held invalid, illegal or unenforceable the validity,
legality and enforceability of all other terms and provisions hereof shall in
no way be affected thereby.
4. LAW. This Note shall be governed by and construed in accordance of
the State of California.
/s/ W. Michael Long
-----------------------------
W. Michael Long
Healtheon Corporation:
/s/ Jim Clark
-------------------------------
Jim Clark, Chairman of the Board
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EXHIBIT A
SCHEDULE OF PAYMENTS
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<CAPTION>
Payment Outstanding Balance
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<S> <C> <C>
$499,750.00
1. July 15, 1997
2. July 31, 1997
3. August 15, 1997
4. August 31, 1997
5. September 15, 1997
6. September 30, 1997
7 October 15, 1997
OCTOBER 15,1997, QUARTERLY PMT $374,812.50
8 October 31, 1997
9. November 15, 1997
10. November 30, 1997
11. December 15, 1997
12. December 31, 1997
13. January 15, 1998
JANUARY 15,1998 QUARTERLY PMT $249,875.00
14. January 31, 1998
15. February 15, 1998
16. February 28, 1998
17. March 15, 1998
18. March 31, 1998
19. April 15, 1998
APRIL 15,1998, QUARTERLY PMT $124,937.50
20. April 30, 1998
21. May 15,1998
22. May 31, 1998
23. June 15, 1998
24. June 30, 1998
25. July 15, 1998
JULY 15,1998, QUARTERLY PMT $0
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