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EXHIBIT 10.01
PROMISSORY NOTE
SECURED BY DEED OF TRUST
In consideration of value received, Woodrow A. Myers, Jr. ("PROMISOR") agrees to
pay to WellPoint Health Networks Inc. and/or one of its affiliates or
subsidiaries (hereinafter collectively referred to as "WELLPOINT") the principal
sum of two hundred thousand dollars ($200,000), together with interest on the
unpaid principal, in lawful money of the United States, in accordance with the
terms hereinafter set forth:
I. RECITALS
1.1 WELLPOINT is a Delaware corporation having its principal office in the
City of Thousand Oaks, Ventura County, California.
1.2 PROMISOR is an associate of WELLPOINT.
1.3 WELLPOINT has made the loan evidenced by this Note to PROMISOR as an
inducement to PROMISOR to accept employment with WELLPOINT and to
assist in the purchase of a new principal residence.
II. REPAYMENT TERMS
2.1 Subject to PROMISOR's continued employment with WELLPOINT,
WELLPOINT will forgive the indebtedness evidenced by this Note
over a five (5) year period, in accordance with the following
schedule: forty thousand dollars ($40,000) at the end of each of
the first five (5) years of employment.
2.2 The first portion of the debt to be forgiven shall be forgiven as
of September 29, 2001, which date is the first anniversary of
PROMISOR's employment with WELLPOINT. Each further amount to be
forgiven shall be forgiven as of each successive anniversary of
employment.
2.3 Should PROMISOR terminate his employment with WELLPOINT
voluntarily, or should WELLPOINT terminate the employment of
PROMISOR for cause, on any date other than an anniversary of
employment date, WELLPOINT will forgive, as of the date of
termination of employment, only the prorata portion of the amount
otherwise scheduled to be forgiven at the end of that employment
year.
2.4 Should PROMISOR terminate his employment with WELLPOINT
voluntarily or should WELLPOINT terminate PROMISOR's employment
for cause, any amount of this indebtedness not yet forgiven by
WELLPOINT shall become immediately due and owing and must be
repaid to WELLPOINT no later than ninety (90) days following the
date which PROMISOR's employment is terminated, together with
interest at the annual rate of ten percent (10%) compounded
monthly from the date of this Note on the amount due and payable.
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2.5 In the event of the death of PROMISOR, WELLPOINT will continue to
forgive this indebtedness according to the schedule set out in
paragraph 2.1 on the first and second anniversary dates of employment
following the date of death. As of the day after the second
anniversary date of employment following said death, any amount of
this indebtedness not yet forgiven shall be a debt of the estate and
become immediately due and owing and shall be paid to WELLPOINT on
said date together with interest at the annual rate of ten percent
(10%) compounded monthly from the date of this Note on the amount due
and payable.
III. SECURITY
3.1 The indebtedness evidenced hereby shall be secured by a Deed of Trust,
in favor of WELLPOINT as beneficiary, on PROMISOR's principal
residence commonly known as 4881 Via Andrea, Dos Vientos Ranch,
Thousand Oaks, California 91320 ("Property").
3.2 Said Deed of Trust shall be and shall remain senior to any and all
other liens or encumbrances on the Property, except for any first deed
of trust, mortgage, lien or encumbrance securing a purchase money loan
made by BANK OF AMERICA. PROMISOR shall take any and all steps
necessary to provide and maintain the priority of WELLPOINT's security
interest as set out herein. Except as expressly stated in this
paragraph 3.2, PROMISOR shall not permit or suffer the subordination
of the Deed of Trust in favor of WELLPOINT in any way or by any means.
IV. ACCELERATION CLAUSE
4.1 Should PROMISOR sell, transfer or in any way alienate the Property, or
otherwise impair WELLPOINT's security or permit or suffer WELLPOINT's
security to be impaired, unless PROMISOR shall provide WELLPOINT with
substitute security acceptable to WELLPOINT, or should PROMISOR
otherwise default under the terms of this Note or the related Deed of
Trust, any indebtedness not yet forgiven by WELLPOINT shall become
immediately due and owing and must be paid to WELLPOINT upon demand,
together with interest at the annual rate of ten percent (10%)
compounded monthly from the date of this Note on the amount due and
payable.
V. INSURANCE
5.1 PROMISOR shall carry insurance covering the Property in an amount at
least sufficient to discharge all liens and/or encumbrances on said
Property in the event of the destruction of said property by any means
other than earthquake. Failure to procure such coverage or the lapse
of such coverage shall be considered impairment of the security
interest of WELLPOINT.
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VI. GENERAL PROVISIONS
6.1 This Note shall be binding on the heirs, successors and assigns of
PROMISOR.
6.2 Should any portion of this Note be found invalid or unenforceable by a
court, the remaining provisions shall remain in full force and effect.
6.3 Titles are for convenience only and shall not be construed as part of
this Note.
6.4 The proceeds of the loan evidenced by this Note shall be used by
PROMISOR only to purchase a new principal residence for PROMISOR. Use
of the proceeds for any other purpose shall be an event of default
hereunder.
6.5 PROMISOR agrees to pay the costs of collection and reasonable
attorneys' fees if there is a default under this Note. If any suit or
action is instituted to enforce this Note, PROMISOR promises to pay,
in addition to costs and disbursements otherwise allowed by law,
reasonable attorneys' fees.
6.6 PROMISOR waives presentment, diligence, protest and demand, notice of
protest, dishonor and nonpayment of this Note; expressly agrees that
this Note or any payment hereunder may be extended from time to time.
The right of PROMISOR to plead any and all statutes of limitation as a
defense to any demand on this Note is expressly waived to the full
extent permissible by law. This Note has been executed and delivered
in the State of California and is to be governed by and construed
according to the laws thereof.
/s/ WOODROW A. MYERS, JR. September 22, 2000
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Woodrow A. Myers, Jr. Date
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