1
EXHIBIT 10.23
PROMISSORY NOTE
$125,000 As of December 18, 1997
1. FOR VALUE RECEIVED, the undersigned, WILLIAM CLIFFORD (the "Maker"),
promises to pay to the order of GARTNER GROUP, INC. (the "Lender"), at its
office at 56 Top Gallant Road, Stamford, Connecticut, or at such other place as
the holder hereof (including the Lender, hereinafter referred to as the
"Holder") may designate, in lawful money of the United States, the principal sum
of ONE HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($125,000), together with
interest on the unpaid balance of this Note, beginning as of the date hereof,
before maturity, default or judgment, at an annual rate of interest equal to
5.60%, which interest rate is the Applicable Federal Rate (the "Note Rate").
2. Interest under this Note shall be compounded semi-annually and
payable in arrears on the basis of a 360-day year, and the actual days elapsed
together with (a) all taxes levied or assessed against the Holder on this Note
or the debt evidenced hereby, except for income or other similar taxes, however
designated, on income derived by the Holder herefrom, and (b) all costs,
expenses, attorneys' fees and professionals' fees incurred by the Holder in (i)
any action to collect this Note or to foreclose any security for this Note, or
(ii) in protecting or sustaining the lien of any security, or (iii) in any
litigation or controversy arising from or connected with any security agreement
or this Note.
3. The Maker shall repay the principal amount of this Note, together
with accrued interest on December 17, 1999 (the "Maturity Date"); however, the
Holder, in its sole and absolute discretion, may elect to accelerate the
indebtedness of this Note upon the occurrence of an "Event of Default" (as
defined below).
4. The Maker agrees that (i) if Maker shall cease to be employed by the
Lender, for any reason, (ii) if Maker shall suffer or permit the filing by or
against him of any petition for relief, arrangement, reorganization or the like
under any bankruptcy or insolvency law, make an assignment for the benefit of
creditors or suffer or permit the appointment of a receiver for any part of his
property; or (iii) if any Event of Default shall occur under any agreement
securing this Note or executed in connection with this Note; or (iv) if any
Event of Default shall occur under any other liability, indebtedness or
obligation of the Maker to the Holder; (each of the events and circumstances in
(i), (ii), (iii) and (iv) being an Event of Default), then, upon the happening
of any such Event of Default, the entire indebtedness with accrued interest due
under this Note and all other expenses, including, but not limited to,
attorneys' fees incurred by the Holder in collecting or enforcing payment
hereof, shall accelerate and become immediately due and payable at the option of
the Holder without notice and without regard to the Maturity Date and the Holder
may proceed to exercise any rights or remedies that it may have by law or at
equity under this Note or any other agreement relating to the loan evidenced by
this Note.
5. Failure of the Holder to exercise its option to accelerate the
indebtedness of this Note shall not constitute a waiver of the Holder's
18
2
right to exercise the same in the event of any subsequent default.
6. The Maker agrees that the interest rate shall increase by 2% per
annum above the Note Rate from and after the date of an Event of Default or
after maturity, by acceleration or otherwise, or judgment, and such additional
rate shall remain in effect until all unpaid principal and interest are
satisfied in full.
7. The Maker may prepay the indebtedness of this Note in part or in
full at any time without the imposition of any penalty. Unless applicable law
provides otherwise, all payments received by the Holder under this Note shall,
at the option of the Holder, be applied (a) to the then outstanding charges and
expenses incurred by the Holder in sustaining and/or enforcing this Note or any
security granted for this Note; then (b) to any unpaid and accrued interest; and
finally, (c) to the outstanding principal indebtedness.
8. Notwithstanding any provisions of this Note, the maximum rate of
interest to be paid hereunder shall not exceed the maximum rate of interest
permissible to be charged by the Holder under applicable laws. Any amount paid
in excess of such rate shall be considered to have been payments in reduction of
principal.
9. The Maker gives the Holder a lien and right of setoff for all the
Maker's liabilities upon and against all the deposits, credits, collateral and
property of the Maker, now or hereafter in the possession or control of the
Holder or in transit to it. The Holder may, upon the occurrence of an Event of
Default, apply or set off the same, or any part thereof, to any liability of the
Maker even though unmatured.
10. The Holder's failure to insist upon the strict performance of any
term herein shall not be deemed to be a waiver, and the Holder shall retain the
right thereafter to insist upon strict performance by the Maker of all terms of
this Note or any agreement securing this Note or executed in connection
herewith.
11. All amounts due under this Note are secured by the Maker's pledge
to the Lender of this date of shares of the Lender's common stock.
12. THE MAKER ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS A
COMMERCIAL TRANSACTION AND WAIVES HIS RIGHTS TO NOTICE AND HEARING AS ALLOWED BY
ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER
MAY DESIRE TO USE. THE MAKER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT,
NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS
OR EXTENSIONS OF THIS NOTE, AND ALL RIGHTS UNDER ANY STATUTES OF LIMITATIONS.
THE MAKER ACKNOWLEDGES THAT HE MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY AND ONLY
AFTER CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH HIS ATTORNEYS.
13. THE MAKER WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR
PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE
TRANSACTION OF WHICH THIS NOTE IS A PART AND/OR TO THE DEFENSE OR ENFORCEMENT OF
ANY OF THE HOLDER'S RIGHTS AND REMEDIES, INCLUDING, WITHOUT LIMITATION, TORT
CLAIMS. THE MAKER ACKNOWLEDGES THAT HE MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY
AND ONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH HIS
ATTORNEYS.
19
3
14. This Note and the provisions hereof shall inure to the benefit of
the Holder, its successors and assigns and shall be binding upon the undersigned
his heirs, executors, administrators and assigns.
15. This Note shall be governed by and construed in accordance with the
laws of the State of Connecticut. The Maker submits to personal jurisdiction in
the State of Connecticut for the enforcement of the Maker's obligations
hereunder and under any agreement securing this Note, and the Maker waives all
rights under the laws of any other state to object to jurisdiction within the
State of Connecticut. If litigation is commenced, the Maker agrees that service
of process may be made and personal jurisdiction over the Maker obtained, by
service of a copy of the summons, complaint and other pleadings required to
commence such litigation upon the Maker by registered or certified mail to or by
personal service at the last known address of the Maker.
---------------------------
WILLIAM CLIFFORD
20