\nAddress: Edward Augustus Hally Address: Inktomi Corporation
\n Margaret Elizabeth Masterson 4100 East Third Ave. MS FC2-6
\n 17 Acorn Lane Foster City, CA 94404
\n Los Altos, CA 94022 Attn: Tim Stevens
\nTelephone: ( )________________ Telephone: (650) 653-2866
\nFacsimile ( )________________ Facsimile: (650) 653-2466
\n<\/c><\/s><\/table>\n -5-
\n 6<\/p>\n
EXHIBIT A<\/p>\n
FORM OF PROMISSORY NOTE<\/p>\n
PROMISSORY NOTE
\n SECURED BY DEED OF TRUST<\/p>\n
(HOUSING RELOCATION LOAN – I.R.C. Section 1.7872-5-(T))<\/p>\n
April 30, 2001 $1,735,000.00<\/p>\n
_____________________, California<\/p>\n
FOR VALUE RECEIVED, the undersigned, EDWARD AUGUSTUS HALLY (“Employee”) and
\nMARGARET ELIZABETH MASTERSON, husband and wife (jointly and severally,
\n“Borrowers”), promise to pay to the order of INKTOMI CORPORATION, a Delaware
\ncorporation (“Lender”), at 4100 East Third Ave., MS FC2-6, Foster City,
\nCalifornia 94404 (or at such other place as Lender may from time to time
\ndesignate by written notice to Borrowers), in lawful money of the United States,
\nthe principal sum of One Million Seven Hundred Thirty-Five Thousand Dollars
\n($1,735,000.00), together with interest thereon at the rate of four and
\nninety-four-hundredths percent (4.94%) per annum.<\/p>\n
2. PAYMENT: The principal and interest due pursuant to this Note shall
\nbe paid as follows:<\/p>\n
A. Upon the occurrence of a Maturity Event (as defined herein),
\nBorrowers shall pay to Lender all amounts due under this Note, including all
\nunpaid principal and all accrued but unpaid interest on the principal amount
\nhereof.<\/p>\n
B. Subject to Section 3 below, the entire outstanding principal
\nbalance of this Note, plus any accrued, but unpaid interest thereon, and any
\nother sum due hereunder shall be due and payable in full on or before the fourth
\n(4th) anniversary date of this Note. Notwithstanding the foregoing, if
\nEmployee’s employment with Lender is terminated by Lender, with or without
\ncause, then interest on this Note shall become due and payable in arrears on
\nDecember 31st of the year following the year in which the termination became
\neffective, and on each year thereafter until the fourth (4th) anniversary date
\nof this Note, when all accrued but unpaid interest shall be payable. (For
\nexample, if Lender terminates Employee’s employment effective June 1, 2001, then
\nall accrued interest shall become due and payable on December 31, 2002 and on
\neach subsequent December 31st until the maturity date of this Note.)<\/p>\n
C. Principal and interest shall be payable in lawful money of
\nthe United States. Interest shall be calculated on the basis of a 360-day year
\nconsisting of twelve (12) months, each of thirty (30) days, and shall compound
\nannually. Each payment shall be applied first to accrued<\/p>\n
7<\/p>\n
interest, then to any other amounts (other than principal) payable hereunder as
\ndesignated by Lender, and then to reduce principal.<\/p>\n
D. All payments made hereunder shall be made by Borrowers free
\nand clear of, and without deduction for, any and all present and future taxes,
\nlevies, charges, deductions and withholdings. Borrowers shall pay upon demand
\nany stamp or other taxes, levies or charges of any jurisdiction with respect to
\nthe execution, delivery, performance and enforcement of this Note.<\/p>\n
3. SECURITY: This Note is secured by that certain Deed of Trust (the
\n“Deed of Trust”) of even date herewith made by Borrowers, as trustor, to First
\nAmerican Land Title Insurance Company, as trustee, for the benefit of Lender, as
\nbeneficiary, which shall be recorded in the Official Records of the County of
\nSanta Clara, State of California, encumbering certain real property commonly
\nknown as 17 Acorn Lane in the City of Los Altos, County of Santa Clara, State of
\nCalifornia (the “Property”), described with particularity in the Deed of Trust,
\nwhich Borrowers intend to occupy as their principal place of residence. The Deed
\nof Trust provides, among other things, as follows:<\/p>\n
“If the Trustors (herein the Borrowers) shall sell, convey,
\n encumber, grant any lien upon, or otherwise alienate the
\n Property, or any part thereof, or any interest therein, or shall
\n be divested of their respective title or any interest therein in
\n any manner or way, whether voluntarily or involuntarily, without
\n the written consent of the Beneficiary (herein the Lender) being
\n first had and obtained, Beneficiary shall have the right, at its
\n option, except as prohibited by law, to declare any indebtedness
\n or obligations secured hereby (including, without limitation,
\n the Note), irrespective of the maturity date specified therein,
\n immediately due and payable.”<\/p>\n
4. MATURITY EVENT: Upon the occurrence of a Maturity Event (as
\nhereinafter defined), the entire unpaid principal balance, together with all
\naccrued but unpaid interest thereon, and all other sums due hereunder, shall
\nbecome immediately due and payable without further demand or notice to
\nBorrowers. To the extent permitted by law, any of the following events shall be
\na “Maturity Event” under this Note and the Deed of Trust:<\/p>\n
A. Borrowers shall fail to pay any amount of the principal or
\ninterest on this Note when due and shall fail to cure such non-payment within
\nten (10) days following written notice of such delinquency.<\/p>\n
B. There shall occur a breach or default in the performance of
\nany obligation of Borrowers contained in this Note, the Deed of Trust, the
\nEmployee Loan Agreement executed concurrently herewith (the “Loan Documents”),
\nor any other agreement now or hereafter entered into by either of the Borrowers,
\non the one hand, and the Company, on the other hand, with respect to the
\nProperty.<\/p>\n
-2-
\n 8<\/p>\n
C. There shall occur a breach or default in the performance of
\nany obligation of Borrowers in any other deed of trust or other security
\ninstrument (whether superior or subordinate in rights to the Deed of Trust) now
\nor hereafter encumbering the Property.<\/p>\n
D. Borrowers shall sell, convey, encumber, grant any lien upon,
\nor otherwise alienate the Property, or any part thereof, or any interest
\ntherein, or shall be divested of their title or any interest therein in any
\nmanner or way, whether voluntarily or involuntarily, without the written consent
\nof the Lender being first had and obtained.<\/p>\n
E. Borrowers (i) admit in writing their inability to pay debts,
\n(ii) make an assignment for the benefit of creditors, (iii) file a voluntary
\npetition in bankruptcy, effect a plan or other arrangement with creditors,
\nliquidate their assets under arrangement with creditors, or liquidate their
\nassets under court supervision, (iv) have an involuntary petition in bankruptcy
\nfiled against them that is not discharged within sixty (60) days after such
\npetition is filed, or (v) apply for or permit the appointment of a receiver or
\ntrustee or custodian for any of their property or assets which shall not have
\nbeen discharged within sixty (60) days after the date of appointment.<\/p>\n
F. The occurrence of the fourth (4th) anniversary of the date of
\nthis Note.<\/p>\n
G. The occurrence of the ninetieth (90th) day following the
\ntermination by Employee of his employment with Lender for any reason (other than
\nLender’s termination of such employment, with or without cause, or death).<\/p>\n
H. Any representation or warranty of Borrowers contained herein
\nor in any certificate or agreement entered into between Borrowers for the
\nbenefit of Lender in connection herewith shall prove to be false or misleading
\nin any material respect.<\/p>\n
I. The Deed of Trust is not recorded against the Property at the
\nclosing of the purchase by Borrowers of the Property or at any time ceases to be
\na valid first priority lien on the Property.<\/p>\n
J. Any lien or other monetary encumbrance is imposed against the
\nProperty; provided, however, that in the event that a lien or monetary
\nencumbrance is imposed against the Property without the consent of any
\nBorrowers, a Maturity Event shall not occur until the lien or other monetary
\nencumbrance is imposed against the Property for a period of at least thirty (30)
\ndays.<\/p>\n
K. One (1) year following the death of the Employee.<\/p>\n
L. Borrowers default in their obligation to pay any sum or to
\nperform any obligation, which is secured by a deed of trust, mortgage, lien, or
\nother encumbrance on the Property (other than the Deed of Trust).<\/p>\n
5. LATE CHARGE: Because the actual damage to Lender resulting from any
\ndefault by Borrowers in the payment of any installment of principal and\/or
\ninterest when due is impractical and extremely difficult to ascertain, in
\naddition to its other rights and remedies, Lender shall be entitled<\/p>\n
-3-
\n 9<\/p>\n
to recover six percent (6%) of the amount of any such delinquent installment as
\nliquidated damages, if Borrowers fail to pay any installment within ten (10)
\ndays after Borrowers receive written notice from Lender of the amount due and
\nowing.<\/p>\n
6. BORROWERS’ REPRESENTATIONS: Borrowers hereby make the following
\nrepresentations and warranties to the Lender and acknowledge that Lender is
\nrelying on such representations in making the loan:<\/p>\n
A. Borrowers shall have good and marketable title to the
\nProperty free and clear of any security interests, liens or encumbrances other
\nthan the Deed of Trust in favor of Lender securing this Note;<\/p>\n
B. The consent of no other person or entity is required to grant
\nto Lender the security interest in the Property evidenced by the Deed of Trust;<\/p>\n
C. There are no actions, proceedings, claims, or disputes
\npending or, to the Borrowers’ knowledge, threatened against or affecting the
\nBorrowers or the Property.<\/p>\n
7. BORROWERS’ ADDITIONAL OBLIGATIONS: Borrowers shall take any and all
\nfurther actions that may from time to time be required to ensure that the Deed
\nof Trust creates a valid first priority lien on the Property in favor of the
\nLender as security for the Note. Borrowers shall not further encumber the
\nProperty or permit any lien to encumber the Property. Upon request by Lender,
\nbut not more frequently than once during any calendar year, Borrowers shall
\nfurnish evidence reasonably satisfactory to the Lender that: (i) Borrowers have
\ngood and marketable title to the Property; (ii) the consent of no other person
\nor entity is required to grant a first priority security interest in the
\nProperty to the Company; (iii) the Deed of Trust is a first priority security
\ninterest in the Property, and (iv) there are no other deeds of trust, mortgages
\nor encumbrances against the Property. If it should be hereafter determined that
\nthere are defects against title or matters which could result in defects against
\ntitle to the Property, or that the consent of another person or entity is
\nrequired to grant to and perfect in the Lender a valid first-priority lien on
\nthe Property, Borrowers shall promptly take all action necessary to remove such
\ndefects and to obtain such consent and grant (or cause to be granted) and
\nperfect such lien on the Property. Failure of the Deed of Trust to be a valid
\nfirst lien against the Property shall be deemed a Maturity Event as aforesaid.<\/p>\n
8. NOTICE: This Note is subject to Section 2924(i) and 2966 of the
\nCalifornia Civil Code which provides that the holder of this Note shall give
\nwritten notice to Borrowers or their successors-in-interest, of prescribed
\ninformation (as set forth in said Civil Code Sections) at least ninety (90) days
\nand not more than one hundred and fifty (150) days before any Balloon Payment is
\ndue.<\/p>\n
9. ATTORNEYS’ FEES: In the event of Borrowers’ default hereunder,
\nBorrowers shall pay all costs of collection, including reasonable attorneys’
\nfees incurred by the holder hereof on account of such collection, whether or not
\nsuit is filed hereon.<\/p>\n
10. WAIVER: The waiver by Lender of any breach of or default under any
\nterm, covenant or condition contained herein or in any other agreement referred
\nto above shall not be deemed to be a <\/p>\n
-4-
\n 10<\/p>\n
waiver of any subsequent breach of or default under the same or any other such
\nterm, covenant or condition.<\/p>\n
11. NO USURY: Borrowers hereby represent and warrant that at no time
\nshall the proceeds of the indebtedness evidenced hereby be used “primarily for
\npersonal, family, or household purposes” as that term is defined and used in
\nArticle XV of the California Constitution (as amended from time to time).
\nAnything in this Note to the contrary notwithstanding, it is expressly
\nstipulated and agreed that the intent of Borrowers and Lender are to comply at
\nall times with all usury and other laws relating to this Note. If the laws of
\nthe State of California would now or hereafter render usurious, or are revised,
\nrepealed or judicially interpreted so as to render usurious, any amount called
\nfor under this Note, or contracted for, charged or received with respect to the
\nloan evidenced by this Note, or if any prepayment by Borrowers results in
\nBorrowers having paid any interest in excess of that permitted by law, then it
\nis Borrowers’ and Lender’s express intent that all excess amounts theretofore
\ncollected by Lender be credited to the principal balance of this Note (or, if
\nthis Note has been paid in full, refunded to Borrowers), and the provisions of
\nthis Note immediately be deemed reformed and the amounts therefor collectible
\nhereunder reduced, without the necessity of execution of any new document, so as
\nto comply with the then applicable law, but so as to permit the recovery of the
\nfullest amount otherwise called for hereunder.<\/p>\n
12. PREPAYMENT: Borrowers may prepay all or any portion of this Note at
\nany time prior to the Maturity Date, with no premium or penalty, and interest
\nshall thereupon cease on the portion of the principal amount prepaid.<\/p>\n
13. GENERAL PROVISIONS: This Note shall be governed by and construed in
\naccordance with the laws of the State of California. The makers of this Note
\nhereby waive presentment for payment, protest and demand, notice of protest,
\ndemand and dishonor and nonpayment of this Note, and consent that Lender may
\nextend the time for payment or otherwise modify the terms of payment or any part
\nof the whole of the debt evidenced by this Note, at the request of any person
\nliable hereon, and such consent shall not alter nor diminish the liability of
\nany person. Borrowers hereby waive the defense of the statute of limitations in
\nany action on this Note to the extent permitted by law. Time is of the essence
\nof this Note, the Deed of Trust and any other document executed by Borrowers in
\nconnection therewith. Liability hereunder shall be joint and several both
\nbetween Borrowers and among all other persons and entities now or hereafter
\nliable for all or any part of the Loan.<\/p>\n
14. ACKNOWLEDGEMENT BY BORROWERS: THIS NOTE, THE LOAN AGREEMENT, THE
\nDEED OF TRUST, AND ALL RELATED DOCUMENTATION ARE EXECUTED VOLUNTARILY AND
\nWITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OF OR ON BEHALF OF THE PARTIES
\nHERETO, WITH THE FULL INTENT OF CREATING THE OBLIGATIONS AND SECURITY INTERESTS
\nDESCRIBED HEREIN AND THEREIN. THE PARTIES ACKNOWLEDGE THAT: (a) THEY HAVE READ
\nSUCH DOCUMENTATION; (b) THEY HAVE BEEN REPRESENTED IN THE PREPARATION,
\nNEGOTIATION AND EXECUTION OF SUCH DOCUMENTATION BY LEGAL COUNSEL OF THEIR OWN
\nCHOICE; (c) THEY UNDERSTAND THE TERMS AND CONSEQUENCES OF THIS NOTE,<\/p>\n
-5-
\n 11
\nTHE LOAN AGREEMENT, THE DEED OF TRUST, AND ALL RELATED AGREEMENTS AND
\nDOCUMENTATION AND THE OBLIGATIONS THEY CREATE; AND (d) THEY ARE FULLY AWARE OF
\nTHE LEGAL AND BINDING EFFECT OF THIS NOTE, THE DEED OF TRUST AND THE OTHER
\nDOCUMENTS CONTEMPLATED BY OR ENTERED INTO IN CONNECTION WITH THIS NOTE.<\/p>\n
IN WITNESS WHEREOF, Borrowers have executed this Note as of the day and year
\nfirst above written.<\/p>\n
———————————–
\nEDWARD AUGUSTUS HALLY<\/p>\n
———————————–
\n MARGARET ELIZABETH MASTERSON<\/p>\n
-6-
\n 12<\/p>\n
EXHIBIT B<\/p>\n
FORM OF DEED OF TRUST<\/p>\n
[ATTACHED]<\/p>\n
13<\/p>\n
EXHIBIT C<\/p>\n
FORM OF TRUTH-IN-LENDING<\/p>\n
PROMISSORY NOTE AND TRUTH-IN-LENDING DISCLOSURE<\/p>\n
DATE OF NOTE: April 30, 2001
\n ————————————————————<\/p>\n
LENDER: Inktomi Corporation
\n ————————————————————<\/p>\n
LENDER’S ADDRESS: 4100 East Third Ave., MS FC2-6, Foster City, California
\n 94404
\n ————————————————————<\/p>\n
BORROWERS: Edward Augustus Hally and Margaret Elizabeth Masterson,
\n husband and wife
\n ————————————————————<\/p>\n
BORROWERS ADDRESS: 17 Acorn Lane, Los Altos, California 94022
\n ————————————————————<\/p>\n
TRUTH IN-LENDING DISCLOSURES<\/p>\n
\n
\n STATED ANNUAL PERCENTAGE RATE: 4.94%
\n(the stated annual yearly rate, which will be compounded annually) ————–<\/p>\n MAXIMUM ANNUAL PERCENTAGE RATE: 5.32%
\n(the cost of your credit as a yearly rate) ————–<\/p>\n
FINANCE CHARGE: $ 369,087.12
\n (the total dollar amount the credit will cost you during the ————–
\nstated loan term, assuming no interest reductions in accordance with
\nthe loan agreement)<\/p>\n
AMOUNT FINANCED: $ 1,735,000.00
\n(the amount of credit provided to you or on your behalf) ————–<\/p>\n
MAXIMUM TOTAL OF PAYMENTS: $ 2,104,087.12
\n(the amount you will have paid after you have made all payments as ————–
\nscheduled, assuming no interest reductions in accordance with the
\nloan agreement)
\n<\/c><\/s><\/table>\n
-2-
\n 14<\/p>\n
YOU HAVE A RIGHT TO RECEIVE AT THIS TIME AN ITEMIZATION OF THE AMOUNT
\nFINANCED.<\/p>\n
Borrowers’ Initials<\/p>\n
[ ] I want an itemization.<\/p>\n
[ ] I do not want an itemization.<\/p>\n
-3-
\n 15<\/p>\n
PAYMENT SCHEDULE*<\/p>\n
Number of Payments 1<\/p>\n
Amount of Each Payment Principal amount, plus accrued interest<\/p>\n
Payments are due on fourth anniversary of the Note
\n (currently scheduled to be April ___,
\n 2005<\/p>\n
*This obligation has a demand feature upon the occurrence of the
\nfollowing “Maturity Events”:<\/p>\n
A. Borrowers shall fail to pay any amount of the principal or interest on
\n the Note when due and shall fail to cure such non-payment within ten
\n (10) days following written notice of such delinquency.<\/p>\n
B. There shall occur a breach or default in the performance of any
\n obligation of Borrowers contained in the Note, the Deed of Trust, the
\n Employee Loan Agreement executed concurrently therewith, or any other
\n agreement now or hereafter entered into by Borrowers, on the one hand,
\n and the Company, on the other hand.<\/p>\n
C. There shall occur a breach or default in the performance of any
\n obligation of Borrowers in any other deed of trust or other security
\n instrument (whether superior or subordinate in rights to the Deed of
\n Trust) now or hereafter encumbering the property secured by the Deed of
\n Trust (the “Property”).<\/p>\n
D. Borrowers shall sell, convey, encumber, grant any lien upon, or
\n otherwise alienate the property which is security for the loan, or any
\n part thereof, or any interest therein, or shall be divested of their
\n respective title or any interest therein in any manner or way, whether
\n voluntary or involuntarily, without the written consent of the Lender
\n being first had and obtained.<\/p>\n
E. Borrowers shall (i) admit in writing their inability to pay debts, (ii)
\n make an assignment for the benefit of creditors, (iii) file a voluntary
\n petition in bankruptcy, effect a plan or other arrangement with
\n creditors, or liquidate their assets under court supervision, (iv) have
\n an involuntary petition in bankruptcy filed against them that is not
\n discharged within sixty (60) days after such petition is filed, or (v)
\n apply for or permit the appointment of a receiver or trustee or
\n custodian for any of their property or assets which shall not have been
\n discharged within sixty (60) days after the date of appointment.<\/p>\n
F. The occurrence of the fourth (4th) anniversary of the date of the Note.<\/p>\n
G. The occurrence of the ninetieth (90th) day following the termination by
\n Borrower, Edward Augustus Hally, of his employment with Lender for any
\n reason (other than Lender’s termination of such employment, with or
\n without cause).<\/p>\n
-4-
\n 16<\/p>\n
H. Any representation or warranty of Borrowers contained in the Note or in
\n any certificate or agreement entered into between Borrowers in
\n connection therewith shall prove to be false or misleading in any
\n material respect.<\/p>\n
I. The Deed of Trust is not recorded against the Property at the closing of
\n the purchase by Borrowers of the Property or at any time ceases to be a
\n valid first lien on the Property.<\/p>\n
J. Any lien or other monetary encumbrance is imposed against the Property;
\n provided, however, that in the event that a lien or monetary encumbrance
\n is imposed against the Property without the consent of Borrowers, a
\n Maturity Event shall not occur until the lien or other monetary
\n encumbrance is imposed against the Property for a period of at least
\n thirty (30) days.<\/p>\n
K. One (1) year following the death of Borrower, Edward Augustus Hally.<\/p>\n
L. Borrowers default in their obligation to pay any sum or to perform any
\n obligation, which is secured by a deed of trust, mortgage, lien, or
\n other encumbrance on the Property (other than the Deed of Trust).<\/p>\n
All disclosures herein are based on a maturity date of April ___, 2005, the
\nstated maturity date of the Note, absent a Maturity Event.<\/p>\n
PREPAYMENT<\/p>\n
If you pay off early, you<\/p>\n
[ ] may [X] will not have to pay a penalty.<\/p>\n
[ ] may [X] will not be entitled to a refund of part of the
\n finance charge.<\/p>\n
LATE CHARGE<\/p>\n
If a payment is over 10 days late, you will be charged 6% of the amount
\n of the delinquent payment.<\/p>\n
SECURITY<\/p>\n
The loan is secured by the following property:<\/p>\n
Borrowers’ residence — 17 Acorn Lane, Los Altos, California 94022<\/p>\n
FILING FEES<\/p>\n
Filing fees: $________________<\/p>\n
Non-filing insurance: $ N\/A<\/p>\n
INSURANCE<\/p>\n
-5-
\n 17<\/p>\n
Credit life insurance and disability insurance is not required to obtain
\n credit and will not be provided.<\/p>\n
You may obtain property insurance on any property securing the loan from
\n anyone you want that is acceptable to the lender.<\/p>\n
See the text of the Note for any additional information about
\n nonpayment, default, any required repayment in full before the scheduled
\n date, and any prepayment refunds and penalties.<\/p>\n
READ & ACKNOWLEDGED BY BORROWERS:<\/p>\n
————————————
\n Edward Augustus Hally<\/p>\n
————————————
\n Margaret Elizabeth Masterson<\/p>\n
-6-
\n 18<\/p>\n
EXHIBIT D<\/p>\n
FORM OF EMPLOYEE CERTIFICATE<\/p>\n
CERTIFICATE OF EMPLOYEE<\/p>\n
The undersigned Edward Augustus Hally (“Employee”) hereby certifies to
\nInktomi Corporation, a Delaware corporation (“Company”) as follows and
\nunderstands that Company is relying upon the truthfulness of the following in
\nadvancing the Loan (hereinafter defined):<\/p>\n
1. Employee understands that the loan in the principal amount of
\n $1,735,000.00 evidenced by that certain Promissory Note Secured
\n by Deed of Trust between Edward Augustus Hally and Margaret
\n Elizabeth Masterson, husband and wife (“Borrowers”) and the
\n Company (the “Loan”) is not transferable by Borrowers and is
\n conditioned on the future performance of substantial services by
\n Employee.<\/p>\n
2. The proceeds of the Loan will be used only to purchase a
\n principal residence of Employee being acquired in connection
\n with the commencement of employment at a “new principal place of
\n work” within the meaning of Section 217 of the Internal Revenue
\n Code of 1986.<\/p>\n
3. Borrowers reasonably expect to be entitled to and will itemize
\n deductions for each year the loan is outstanding.<\/p>\n
————————————
\n Edward Augustus Hally<\/p>\n
Date:
\n ——————————-<\/p>\n
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