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EXHIBIT 10.52
PROMISSORY NOTE
Loan Amount: $850,000 Cupertino, California
Interest Rate: 5.3% April __, 1999
FOR VALUE RECEIVED, the undersigned, MANSOUR SAFAI ("BORROWER"), residing
at 21789 Villa Oaks Lane, Saratoga, California, hereby promises to pay to the
order of SYMANTEC CORPORATION, a Delaware corporation ("LENDER"), at its
offices at 10201 Torre Ave., Cupertino California, or at such other place or to
such other party as LENDER or the holder of this Note may designate by written
notice to BORROWER, in lawful money of the United States of America, the
principal sum of eight hundred and fifty thousand dollars ($850,000) with
interest thereon to be paid as set forth below.
1. Purpose of Loan. The purpose of the loan evidenced by this Note is
to provide purchase money for the acquisition by BORROWER of the Property.
2. Interest. Interest at a rate of 5.3% per annum will accrue on any
unpaid principal until the principal is paid in full. Interest shall be payable
as follows: all interest accrued prior to April 15, 2001 shall be due and
payable on April 15, 2001; interest due thereafter shall be payable on an annual
basis, the first such payment being due on April 15, 2002 and then on each April
15 thereafter, provided, however, that if such day is not a Business Day, then
on the next succeeding Business Day. Notwithstanding the foregoing, if BORROWER
is a full-time employee of LENDER (or any wholly owned subsidiary of LENDER) on
April 15, 2001, or if BORROWER has ceased to be an employee of LENDER under the
circumstances described in 6(d)(i) or 6(d)(ii) below prior to April 15, 2001,
then the payment of interest hereunder shall be forgiven and waived by LENDER.
3. Principal. The entire principal balance and any accrued interest
shall be due and payable on April 15, 2009; provided, however, that if such day
is not a Business Day then on the next succeeding Business Day, and provided
further that the entire principal balance and any accrued interest shall be due
and payable on April 15, 2004 if BORROWER has ceased to be an employee of
LENDER under the circumstances described in 6(d)(i) or 6(d)(ii) below.
4. Prepayment. BORROWER may prepay all or any portion of the loan
evidenced by this Note at any time without penalty, fee or acceleration of the
due date of this Note.
5. Security. Payment of this Note shall be secured by a deed of trust
(the "Deed of Trust"), given by BORROWER, as trustor, for the benefit of LENDER,
as beneficiary, encumbering the principal residence of BORROWER located at 21789
Villa Oaks Lane, Saratoga, California (the "Property"). As a condition precedent
to LENDER'S obligation to make the loan evidenced by this Note, BORROWER shall
provide to LENDER such information as LENDER may reasonably require to ensure
that the Deed of Trust will provide adequate security for the loan. Such
information shall include, but shall not be limited to, a recent appraisal of
the Property, an updated preliminary title report on the Property, and
information regarding the amounts and terms of any other liens encumbering the
Property. In the event that LENDER determines in its reasonable discretion that
the Deed of Trust will not provide adequate security for the loan, BORROWER
shall provide such additional security as LENDER may reasonably require, or
LENDER shall not be obligated to make the loan.
6. Acceleration of Due Date. The entire unpaid principal balance of
this Note and accrued interest thereon, shall, at the election of LENDER,
become immediately due and payable upon the occurrence of any of the following
(an "Event of Default"), irrespective of the payment schedules set forth above:
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(a) Any failure on the part of BORROWER to make any payment
under this Note when the same is due;
(b) Any failure on the part of BORROWER to perform or
observe any of his obligations under this Note or the Deed of Trust or any other
deed of trust, mortgage or security instrument which secures this Note or
encumbers the Property as and when performance is due;
(c) On such date thirty days after BORROWER'S employment
relationship with LENDER or any wholly owned subsidiary of LENDER is terminated
for Cause by LENDER;
(d) On such date ninety days after BORROWER'S employment
relationship with LENDER or any wholly owned subsidiary of LENDER is terminated
for any reason by BORROWER; provided, however, that a termination by BORROWER
under the following circumstances shall not be deemed an Event of Default;
(i) Within one year after the acquisition by any one
party of a majority ownership interest in LENDER, or
(ii) Within one year after the sale by LENDER of all
or substantial all of the assets associated with LENDER'S Internet Tools
business unit (the "Sale of I-Tools"),
(e) If BORROWER shall sell, transfer, convey or further
encumber the Property or any part thereof, or any interest therein, or shall be
divested of their title or any interest therein, either by any transfer,
conveyance, contract of sale or in any manner or way, whether voluntarily or
involuntarily, without the written consent of LENDER which shall not be
unreasonably withheld being first had and obtained; consent to one transaction
under this Paragraph 6(e) shall not constitute a waiver of the right to require
consent to future or successive transactions;
(f) If at any time BORROWER shall admit in writing his
inability to pay his debts as they become due, or shall make any assignment for
the benefit of any creditors, or shall file a petition seeking any
reorganization, arrangement, composition, readjustment or similar release under
any present or future statute, law or regulation, or on the filing or
commencement of any petition, action, case or proceeding, voluntary or
involuntary, under any state or federal law regarding bankruptcy or insolvency.
7. Offset to Compensation. To the fullest extent permitted
by law, upon any termination for Cause or BORROWER'S employment with LENDER,
BORROWER hereby authorizes LENDER to offset any unpaid principal balance or
interest due under this Note against any amounts owed by LENDER to BORROWER,
including, but not limited to, any wages, salary, bonuses, accrued vacation or
sick pay, and any other employment or consulting compensation or stock
repurchase payments. LENDER shall promptly notify BORROWER in writing of any
such offset, including an itemization of the amounts offset and the balance, if
any, due and payable pursuant to this Note.
8. Collection Costs Borne by BORROWER. BORROWER agrees to
pay the reasonable costs and expenses, including without limitation reasonable
attorney's fees, incurred by LENDER in any action brought to enforce the terms
of this Note and/or to collect this Note, and any appeal thereof.
9. Miscellaneous.
(a) No delay or omission on the part of LENDER in exercising
any right under this Note or under the Deed of Trust or any other security
agreement given to secure this Note shall operate as a waiver of such right or
of any other right under this Note.
(b) BORROWER expressly waives presentment, protest and
demand, notice to protest, demand and dishonor and nonpayment of this Note and
all other notices of any kind, and expressly
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agrees that this Note, or any payment thereunder, may be extended from time to
time without in any way affecting the liability of BORROWER and endorsers
hereof.
10. Late Charge. If payment of principal or interest under
this Note shall not be made within 10 days after the date due, BORROWER agrees
to pay, in addition to the unpaid principal and interest, interest on any such
unpaid amount at a rate of one and one-half percent (1.5%) per month, or at the
maximum rate allowed by law, whichever is less. BORROWER agrees that the
above-noted calculation represents a fair and reasonable estimate, considering
all of the circumstances existing on the date of this Note, of the costs and
expenses incident to handling and collecting such delinquent payment that will
be sustained by LENDER due to the failure of BORROWER to make timely payment.
The parties further agree that proof of actual damages would be costly and
impracticable. Such charge shall be paid without prejudice to the right of
LENDER to collect any other amounts provided to be paid or to declare a default
under this Note or under the Deed of Trust referred to in this Note or from
exercising any of the other rights and remedies of LENDER.
11. Notices Under Other Obligations. BORROWER shall promptly
send to LENDER copies of any notices received by BORROWER from the holder of any
other deed of trust or mortgage encumbering the Property.
12. Tax Related Payments by LENDER. During such time that
BORROWER is a full-time employee of LENDER (or any wholly owned subsidiary of
LENDER), LENDER agrees to pay to BORROWER as regular income an amount (in excess
of BORROWER'S salary) to offset any federal, state or local income and
employment taxes due from BORROWER in connection with any interest payment
forgiven or waived by LENDER under Paragraph 2 of this Note. In calculating any
such payment, it shall be assumed that BORROWER is required to pay the maximum
federal, state and local tax rate then in effect.
13. Governing Law. The Note shall be governed by the laws of
the State of California and shall be construed in accordance therewith.
14. Definitions.
(a) Business Day. As used in this Note the term "Business Day"
shall mean any day other than a Saturday, Sunday or a legal holiday observed by
employees of the State of California.
(b) Cause. As used in this Note the term "Cause" shall mean
(i) an intentional tort committed by BORROWER which causes loss, damage or
injury to the property or reputation of LENDER or its subsidiaries, (ii) any
crime or act of fraud or dishonesty committed by BORROWER against LENDER or its
subsidiaries, (iii) the commission of a felony by BORROWER, (iv)the habitual
neglect of the employment-related duties of BORROWER which is not cured within
ten (10) days after written notice thereof by the President of LENDER, (v) the
disregard by BORROWER of the written employment-related polices of LENDER or its
subsidiaries which causes loss, damage or injury to the property or reputation
of LENDER or its subsidiaries which is not cured with ten(10) days after written
notice of such neglect by the President of LENDER.
(c) Principal Residence. As used in this Note the term
"principal residence" shall mean the home in which BORROWER resides on a
continuous basis, or which BORROWER hold himself out as occupying as a principal
residence.
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15. Successors. This Note shall be binding upon BORROWER and the
personal representatives, heirs, successors and assigns of BORROWER.
16. Severability. If any part of this Note is determined to be
illegal or unenforceable, all other parts shall remain in full force and effect.
BORROWER has set his hand to this Note effective as of the date set
forth above.
Dated: April __, 1999.
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MANSOUR SAFAI
I, Susanne Gahnstedt, the spouse of BORROWER, do hereby consent to
the borrowing by BORROWER of the loan evidenced by this Note on the terms and
conditions set forth herein and to the granting of the Deed of Trust referred
to in Paragraph 5 of this Note to secure the obligations of BORROWER under this
Note. I acknowledge and agree that the loan evidenced by this Note is being made
solely for the benefit of BORROWER; I shall not be entitled to the benefit of
such loan nor shall I bear any liability for such loan.
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SUSANNE GAHNSTEDT
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