EXHIBIT 10.1
FULL RECOURSE
PROMISSORY NOTE
$100,000.00 May 22, 1998
Walnut Creek, California
FOR VALUE RECEIVED, James Weaver ("MAKER"), an individual, promises to pay
Tier Technologies, Inc., a California corporation ("HOLDER"), or order, at 1350
Treat Boulevard, Suite 250, Walnut Creek, California or such other place as
Holder may from time to time designate, in lawful money of the United States,
the principal sum of one hundred thousand dollars ($100,000.00), plus interest
thereon from the date of issuance as described on Exhibit A hereto until paid
in full, as set forth below.
1. Interest. Interest on the principal sum of this Note shall accrue at
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the rate of 5.50% per annum, compounded annually, based on a 365-day
year and the actual number of days elapsed. Interest shall be payable
by Maker on a quarterly basis and shall not be forgiven.
2. Payments/Forgiveness. The entire principal sum and all accrued but
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unpaid interest and any other sums payable hereunder shall be due and
payable in full on April 28, 2001; provided, however, that the entire
principal sum advanced shall be forgiven by Holder should Maker remain
employed by the Company on April 28, 2001 (and without interruption
from the date of this Note). In the event Maker's employment with the
Company terminates prior to April 28, 1999, because Maker has
voluntarily ceased his employment, the entire principal sum and all
accrued but unpaid interest and any other sums payable hereunder shall
be immediately due and payable. In the event Maker's employment is
terminated by the Company for cause at any time during Maker's
employment, the entire principal sum and all accrued but unpaid
interest and any other sums payable hereunder shall be immediately due
and payable.
3. Prepayment. This Note may be prepaid in whole or in part, at any
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time, without penalty or premium.
4. Application of Payments. All payments received by Holder shall be
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applied first to accrued interest, then to other charges due with
respect to this Note, and then to then-unpaid principal balance.
6. Default and Remedies.
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a. Default. Maker will be in default under this Note if (i) Maker
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fails to make a payment of principal and/or interest hereunder
when due, or (ii) Maker breaches any other covenant or agreement
under this Note.
b. Remedies. Upon Maker's default, Holder may (i) upon fifteen (15)
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days' written notice to Maker, declare the entire principal sum
and all accrued and unpaid interest hereunder immediately due and
payable and (ii) exercise any and all remedies provided under
applicable law. Maker
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accepts and agrees that this Note is a full recourse Note and
that Holder may exercise any and all remedies available to it
under law.
7. Waivers. Maker, and any endorsers or guarantors hereof, severally
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waive diligence, presentment, protest and demand and also notice of
dishonor of this Note, and expressly agrees that this Note, or any
payment hereunder, may be extended from time to time without notice,
all without in any way affecting the liability of Maker or any
endorsers or guarantors hereof. No extension of time for the payment
of this Note, or any installment hereof, agreed to by Holder with any
person now or hereafter liable for the payment of this Note, shall
affect the original liability of Maker under this Note, even if Maker
is not a party to such agreement. Holder may waive its right to
require performance of or compliance with any term, covenant or
condition of this Note only by express written waiver.
8. Miscellaneous.
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a. Maker shall pay all costs, including, without limitation,
reasonable attorneys' fees and costs incurred by Holder in
collecting the sums due hereunder, whether or not any legal
action is actually filed, litigated or prosecuted to judgment or
award. In the event of any action or legal proceeding concerning
this Note or the enforcement of any rights hereunder, Holder
shall be entitled to, in addition to any other relief to which
Holder may be entitled, all legal and court costs and expenses,
including reasonable attorneys' fees, incurred by Holder in
connection with such action.
b. This Note may be modified only by a written agreement executed by
Maker and Holder.
c. This Note shall be governed by California law.
d. The terms of this Note shall inure to the benefit of and bind
Maker and Holder and their respective heirs, legal
representatives and successors and assigns.
e. Time is of the essence with respect to all matters set forth in
this Note.
f. If this Note is destroyed, lost or stolen, Maker will deliver a
new Note to Holder on the same terms and conditions as this Note,
with a notation of the unpaid principal and accrued and unpaid
interest in substitution of the prior Note. Holder shall furnish
to Maker reasonable evidence that the Note was destroyed, lost or
stolen and any security or indemnity that may be reasonably
required by Maker in connection with the replacement of this
Note.
IN WITNESS WHEREOF, Maker has executed this Note as of the date and
year first above written.
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Maker: /s/ James R. Weaver
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