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EXHIBIT 10.08
SECURED BALLOON PAYMENT PROMISSORY NOTE
$1,800,000.00 November 28, 2000
1. Borrowers' Promise to Pay. FOR VALUE RECEIVED, the undersigned RICHARD
WILLIAM IHRIE and WINNIE CHANG IHRIE, husband and wife (collectively
"Borrowers"), jointly and severally promise to pay to the order of INTUIT INC.,
a Delaware corporation ("Intuit"), at 2700 Coast Avenue, Mountain View,
California 94043, Attention: Corporate Comptroller, in lawful money of the
United States of America, without offset or deduction, on or before November 30,
2010 (the "Maturity Date"), the principal amount of ONE MILLION EIGHT HUNDRED
THOUSAND AND NO/100 DOLLARS ($1,800,000.00), with interest as set forth herein.
The address for receipt of payments hereunder may be changed at any time by the
Note holder upon ten (10) days' written notice to Borrowers.
2. Purpose of Loan. The loan evidenced by this Note is being made for the
sole and exclusive purpose of assisting Borrowers with the purchase of
residential real property located at ________________________, California (the
"Property"). Borrowers acknowledge that the benefits of this loan are not
transferable.
3. Payments of Interest and Principal. This Note shall accrue interest
from the date of disbursement of the loan on the principal balance outstanding
from time to time at the rate of six and nine one-hundredths percent (6.09%) per
annum, compounded annually. Borrowers shall pay to the Note holder, on or before
the first day of August of each year during the term of this Note, an amount
equal to all interest then accrued and unpaid. Borrowers shall pay the entire
principal balance, all interest then accrued and unpaid, plus any other sums
then due hereunder, to the Note holder on the Maturity Date set forth herein. In
the event any sum due hereunder is not paid when due, interest shall be payable
on the unpaid amount, commencing at the date payment was due and continuing
until paid, at the rate of ten percent (10%) per annum. Payments shall be
applied first to interest accrued and then to the principal balance. However, in
no event shall the rate of interest payable under this Note exceed the maximum
rate permitted by applicable law, and if any payment in the nature of interest
shall cause the maximum rate to be exceeded, the portion of the payment in
excess of the maximum rate shall be applied to reduce the principal balance.
Interest payments for periods less than a year shall be prorated based on a
360-day year.
4. Partial Forgiveness of Interest. Provided that no event of default has
occurred hereunder, and notwithstanding anything to the contrary in Paragraph 3
above, on the first day of August, 2001, all interest then accrued (from the
date of disbursement of the loan) shall automatically be forgiven and released
by the Note holder for all purposes of this Note.
5. Right to Prepay. Provided Borrowers are not then in default hereunder,
Borrowers shall have the right to prepay all or any part of the outstanding
unpaid principal at any time without notice and without any prepayment charge.
6. Security. This Note is or will be secured by a deed of trust of even
date herewith (the "Deed of Trust") in favor of Intuit covering the Property,
executed by Borrowers. The Deed
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of Trust shall be recorded in the Office of the County Recorder of San Mateo
County, California. The Deed of Trust shall be junior only to a deed of trust in
favor of Intuit, securing a note in a face amount not to exceed $1,960,000.00.
Borrowers agree that all terms, covenants and conditions of the Deed of Trust
are made a part of this Note.
7. Events Triggering Immediate Repayment. In the event (i) either of
Borrowers' names is removed from record ownership of the Property for any
reason, including, without limitation, as a result of divorce; or (ii) Borrowers
transfer the Property or any material part thereof, or any interest therein is
sold, agreed to be sold, conveyed or alienated, by operation of law or
otherwise, then, in each case, the entire principal balance of this Note and all
accrued interest, and irrespective of the Maturity Date set forth herein, shall
become immediately due and payable.
8. Additional Events Triggering Acceleration. In the event Richard
William Ihrie ceases for any reason, including death, permanent disability,
retirement or termination, to be employed by Intuit Inc. or any of its
subsidiary companies, then the entire principal balance of this Note and all
accrued interest shall become due and payable on the earlier to occur of (i) one
hundred eighty (180) days from the date of death or permanent disability or ten
(10) days from the date of retirement or termination, as applicable, or (ii) the
Maturity Date.
9. Insurance. Borrowers agree to keep the Property insured against loss
until this loan is repaid in full with, if requested by the Note holder, a loss
payable clause in favor of the Note holder.
10. Default.
(a) Events of Default. Borrowers shall be in default under this Note
if any of the following happen:
(i) Borrowers do not pay the full amount of each payment
required under this Note within five (5) days of the date when due, or fail to
comply with any terms or conditions set forth in this Note; or
(ii) Borrowers fail to comply with any terms or conditions set
forth in the Deed of Trust; or
(iii) Borrowers (or either of them) voluntarily file bankruptcy
or seek legal relief from any debts under any state or federal law or if someone
brings an involuntary petition in bankruptcy against them (or either of them).
(b) Rights of Note Holder Upon Default. If Borrowers are in default,
then the entire balance of this Note, including all accrued interest, and
irrespective of the Maturity Date set forth herein, at the option of the Note
holder, shall become immediately due and payable and Note holder shall have all
rights and remedies in this Note, the Deed of Trust, and at law and in equity.
Borrowers promise to pay to the Note holder all costs, charges and expenses,
including attorneys' fees, incurred in collection of the amounts due under this
Note, whether by foreclosure of the Deed of Trust or by other legal proceedings
or otherwise.
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11. Borrowers' Waivers. Acceptance of any payment after default shall
not constitute a waiver of any such default. Any extension of time of payment of
any amounts due hereunder shall not affect the liability of Borrowers, who
hereby jointly and severally waive demand, presentment for payment, notice of
nonpayment, protest and notice of protest.
12. Entire Agreement. This Note contains the entire agreement between
the parties hereto concerning the subject matter hereof and supersedes all prior
written or oral agreements between the parties with respect to the subject
matter hereof, and no addition to or modification of any term or provision shall
be effective unless set forth in writing, signed by all the parties hereto. Time
is of the essence for the performance of each and every covenant of Borrowers
hereunder.
13. California Law. This Note shall be governed by and construed in
accordance with the laws of the State of California.
By executing this Note, Borrowers each agree that he or she has received a
fully completed copy of this Note.
BORROWERS:
/S/ RICHARD WILLIAM IHRIE /s/ WINNIE CHANG IHRIE
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RICHARD WILLIAM IHRIE WINNIE CHANG IHRIE
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