Sample Business Contracts

Secured Promissory Note - Wind River Systems Inc. and Thomas St. Dennis

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                               SECURED PROMISSORY NOTE

$2,397,802                                                    September 7, 1999
                                                            Alameda, California

WIND RIVER SYSTEMS, INC. (the "COMPANY"), hereby unconditionally promises to
pay to the order of the Company, in lawful money of the United States of
America and in immediately available funds, the principal sum of Two Million
Three Hundred Ninety Seven Thousand Eight Hundred Two and No/100 Dollars
($2,397,802) (the "LOAN"), or such lesser amount as shall have been advanced
by the Company to the Borrower hereunder, together with accrued and unpaid
interest thereon, each due and payable on the dates and in the manner set
forth below.

       This Secured Promissory Note is the Note referred to in and is
executed and delivered in connection that certain Executive Employment
Agreement (the "EMPLOYMENT AGREEMENT") dated as of September 7, 1999, between
Borrower and the Company, and is secured by the collateral identified and
described as security therefor in that certain Investment Property Security
Agreement dated as of even date herewith, and executed and delivered by
Borrower in favor of the Company (as the same may from time to time be
amended, modified or supplemented or restated, the "SECURITY AGREEMENT").
Additional rights of the Company are set forth in the Security Agreement.
All capitalized terms used herein and not otherwise defined herein shall have
the respective meanings given to them in the Security Agreement.  It is the
intent of Borrower and the Company that the purpose of this Note is not for
consumer, family or household purposes.

       1.     PRINCIPAL REPAYMENT.  The outstanding principal amount of the
Loan shall be due and payable on September 7, 2008; PROVIDED, HOWEVER, that
(a) Borrower may prepay the outstanding principal amount of the Loan at any
time without premium, and (b) in the event Borrower sells or otherwise
disposes of any of the shares of common stock constituting Collateral, as
permitted under the Security Agreement, Borrower shall prepay that portion of
the principal amount of the Loan, together with accrued interest thereon,
equal to $19.03 multiplied by the number of shares of common stock
constituting Collateral sold or otherwise disposed of.

       2.     INTEREST RATE.  Borrower further promises to pay interest on
the outstanding principal amount hereof from the date hereof until payment in
full, which interest shall be payable at the rate of five and ninety-eight
hundredths percent (5.98%) PER ANNUM or the maximum rate permissible by law
(which under the laws of the State of California shall be deemed to be the
laws relating to permissible rates of interest on commercial loans),
whichever is less.  Interest shall be due and payable annually in arrears on
each anniversary date hereof, and shall be calculated on the basis of a 365
day year for the actual number of days elapsed.

       3.     PLACE/MANNER OF PAYMENT.  All amounts payable hereunder shall
be payable at the office of the Company unless another place of payment shall
be specified in writing by the Company.


       4.     APPLICATION OF PAYMENTS.  Payment on this Note shall be applied
first to accrued interest, if any, and thereafter to the outstanding
principal balance hereof.

       5.     DEFAULT.  Each of the following events shall be an "EVENT OF
DEFAULT" hereunder:

              (a)    Borrower fails to pay timely any of the principal amount
due under this Note or any accrued interest or other amounts due under this
Note within fourteen (14) days after receipt of written notice of such

              (b)    Borrower files a petition or action for relief under any
bankruptcy, insolvency or moratorium law or any other law for the relief of,
or relating to, debtors, now or hereafter in effect, or makes any assignment
for the benefit of creditors or takes any action in furtherance of any of the

              (c)    An involuntary petition is filed against Borrower
(unless such petition is dismissed or discharged within sixty (60) days)
under any bankruptcy statute now or hereafter in effect, or a custodian,
receiver, trustee, assignee for the benefit of creditors (or other similar
official) is appointed to take possession, custody or control of any property
of Borrower;

              (d)    Borrower defaults on any material obligation contained
in the Security Agreement and fails to cure such default within fourteen (14)
days after receipt of written notice of such default; or

              (e)    Borrower's employment by or association with the Company
is terminated for any reason or no reason, including, without limitation,
death of Borrower.

Upon the occurrence of an Event of Default hereunder, all unpaid principal,
accrued interest and other amounts owing hereunder shall, at the option of
the Company, and, in the case of an Event of Default pursuant to (b) or (c)
above, automatically, be immediately due, payable and collectible by the
Company pursuant to applicable law.  Notwithstanding the foregoing, if an
Event of Default has occurred under (e) above, this Note shall be accelerated
only after six (6) months after such termination; PROVIDED, HOWEVER, that if
an Event of Default has occurred under (e) above by reason of death or
disability, this Note shall be accelerated only after twelve (12) months
after such termination.  The Company shall have all rights and may exercise
any remedies available to it under law, successively or concurrently.  Upon
the occurrence of an Event of Default hereunder, Borrower expressly
acknowledges and agrees that the Company shall have the right to offset any
obligations of Borrower hereunder against salaries, bonuses or other amounts
that may be payable to Borrower by the Company.

     6.   WAIVER. Borrower waives presentment and demand for payment, notice
of dishonor, protest and notice of protest of this Note, and shall pay all
costs of collection when incurred, including, without limitation, reasonable
attorneys' fees, costs and other expenses.  The right to plead any and all
statutes of limitations as a defense to any demands hereunder is hereby
waived to the full extent permitted by law.

     7.   GOVERNING LAW.  This Note shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, excluding
conflict of laws principles that would cause the application of laws of any
other jurisdiction.



     8.   SUCCESSORS AND ASSIGNS.  The provisions of this Note shall inure to
the benefit of and be binding on any successor to Borrower and shall extend
to any holder hereof. Borrower shall not, without the prior written consent
of holder, assign any of its rights or obligations hereunder.

BORROWER:                       /s/ Thomas St. Dennis
                                   THOMAS ST. DENNIS