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EXHIBIT 10.04
SECURED BALLOON PAYMENT PROMISSORY NOTE
$4,375,000.000 February 17, 2000
1. Borrowers' Promise to Pay. FOR VALUE RECEIVED, the undersigned STEPHEN
M. BENNETT and MARSHA C. JORDAN, husband and wife (collectively "Borrowers"),
jointly and severally promise to pay to the order of INTUIT INC., a Delaware
corporation ("Intuit"), at 2550 Garcia Avenue, Mountain View, California 94043,
Attention: Corporate Comptroller, in lawful money of the United States of
America, without offset or deduction, on or before February 17, 2010 (the
"Maturity Date"), the principal amount of FOUR MILLION THREE HUNDRED
SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($4,375,000.00), 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 __________________________________________
(the "Property"). Borrowers acknowledge that the benefits of this loan are not
transferable.
3. Payments of Interest and Principal.
a. Accrual of Interest. 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 seventy-seven one-hundredths percent (6.77%) per
annum, compounded annually.
b. Payment of Interest. Subject to the terms of Paragraphs 6 and 7
below, Borrowers shall pay to the Note holder, on September 30, 2000 and on each
anniversary of such date, all interest then accrued and unpaid.
c. Payment of Principal. Subject to the terms of Paragraphs 6 and 7
below, Borrowers shall pay to the Note holder, on the Maturity Date, the entire
then-outstanding principal balance of the loan.
d. General. Subject to the foregoing, the entire then-outstanding
principal balance, all interest then accrued and unpaid, plus any other sums
then due hereunder, shall be due and payable 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.
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4. 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.
5. Security. This Note is or will be secured by a senior deed of trust of
even date herewith (the "Deed of Trust") in favor of Intuit covering the
Property, executed by Borrowers. The Deed of Trust shall be recorded in the
Office of the County Recorder of San Mateo County, California. Borrowers agree
that all terms, covenants and conditions of the Deed of Trust are made a part of
this Note.
6. 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 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.
7. Additional Events Triggering Acceleration. In the event Stephen M.
Bennett ceases for any reason, to be employed by Intuit Inc. or any of its
subsidiary companies by virtue of an Involuntary Termination, a Voluntary
Termination, a Termination for Cause, a Termination without Cause, or a
Termination for Death or Disability, then the entire principal balance of this
Note and all accrued interest shall become due and payable on the earlier to
occur of (i) two (2) years from the date of the Involuntary Termination, the
Termination without Cause, or the Termination for Death or Disability, or ninety
(90) days from the date of Termination for Cause or the Voluntary Termination,
as applicable, or (ii) the Maturity Date. All capitalized terms used in this
Paragraph 7 and not otherwise defined in this Note shall have the meanings
ascribed to them in that certain employment agreement entered into by and
between Intuit and Stephen M. Bennett dated January 21, 2000.
8. 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.
9. 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
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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.
10. 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.
11. 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.
12. 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/ Stephen M. Bennett /s/ Marsha C. Jordan
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STEPHEN M. BENNETT MARSHA C. JORDAN
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