exv10w02



 



EXHIBIT 10.02


AMENDED AND RESTATED SECURED BALLOON PAYMENT PROMISSORY NOTE

	 	 	 
	$1,030,500.00	 	
November 26, 2001



     This Amended and Restated Secured Balloon Payment Promissory Note (the
“Note”) documents the amendment of the Secured Balloon Payment Promissory Note
dated as of September 27, 2000 to (i) provide that effective November 26, 2001,
interest shall accrue on the principal balance outstanding from time to time at
the rate of four and nine one-hundredths percent (4.09%) per annum, compounded
semiannually and (ii) incorporate Intuit’s June 12, 2000 commitment to reduce
the interest rate payable by Dennis Adsit under the Note on each of the first
five anniversary dates of the Note.


          1. Borrower’s Promise to Pay. FOR VALUE RECEIVED, the undersigned DENNIS
ADSIT (“Borrower”) promises to pay to the order of INTUIT INC., a Delaware
corporation (“Intuit”), at 2632 Marine Way, Mountain View, California 94043,
Attention: Corporate Comptroller, in lawful money of the United States of
America, without offset or deduction, on or before September 29, 2010 (the
“Maturity Date”), the principal amount of ONE MILLION THIRTY THOUSAND FIVE
HUNDRED AND NO/100 DOLLARS ($1,030,500.00), 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 Borrower.



          2. Purpose of Loan. The loan evidenced by this Note is being made for the
sole and exclusive purpose of assisting Borrower with the purchase of
residential real property located at
          
          
          
          
          
          
          
(the “Property”).
Borrower acknowledges 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 through November 25, 2001 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. Thereafter from
November 26, 2001 to the date this Note is paid in full, this Note shall accrue
interest on the principal balance outstanding from time to time at a rate of
four and nine one-hundredths percent (4.09%). Borrower shall pay to the Note
holder, on September 27, 2001 and on each September 27th thereafter through the
term of this Note (“Anniversary Date”) , an amount equal to all interest then
accrued and unpaid net of Intuit’s June 20, 2000 obligation to reduce the rate
that Borrower is to pay interest under the Note by 5% on the first Anniversary
Date (resulting in an interest rate of 1.09%), 4% on the second Anniversary
Date, 3% on the third Anniversary Date, 2% on the fourth Anniversary Date and
1% on the fifth Anniversary Date. Borrower 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



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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. Right to Prepay. Provided Borrower is not then in default hereunder,
Borrower 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 secured by a deed of trust dated September 27,
2000 (the “Deed of Trust”) in favor of Intuit covering the Property, executed
by Borrower. The Deed of Trust was recorded in the Office of the County
Recorder of San Mateo County, California on September 29, 2000 as Document No.
         . Borrower agrees 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) Borrower’s
name is removed from record ownership of the Property for any reason; or (ii)
Borrower transfers 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 Borrower
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) ninety (90) 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.



          8. Insurance. Borrower agrees 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. Borrower shall be in default under this Note if any
of the following happen:


	     	
	 	     (i) Borrower does not pay the full amount of each payment required
under this Note when due, or fails to comply with any terms or conditions
set forth in this Note; or


	     	
	 	     (ii) Borrower fails to comply with any terms or conditions set forth
in the Deed of Trust; or



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	 	     (iii) Borrower voluntarily files bankruptcy or seeks legal relief
from any debts under any state or federal law or if someone brings an
involuntary petition in bankruptcy against him.



          b. Rights of Note Holder Upon Default. If Borrower is 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.
Borrower promises 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. California Civil Code §2966. This Note is subject to Section 2966 of
the California Civil Code, which provides that the holder of this Note shall
give written notice to the Borrower, or his successor in interest, of
prescribed information at least 90 and not more than 150 days before any
balloon payment is due.



          11. Borrower’s 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 Borrower’s liability; Borrower
hereby waives 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 Borrower 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, Borrower agrees that he has received a fully
completed copy of this Note.


 


BORROWER:

 


/s/  Dennis Adsit




DENNIS ADSIT


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