Promissory Note Between Roderick Sherwood and Loudcloud, Inc. Dated August 24, 2000

Summary

Roderick Sherwood agrees to repay Loudcloud, Inc. $432,599.40 plus 6.25% annual interest, with the full amount due by August 24, 2004. The loan is secured by a pledge of company stock and is linked to a Restricted Stock Purchase Agreement. If Sherwood stops working for the company, the loan may become immediately due. The agreement is governed by California law, and Sherwood is responsible for any collection costs if the note is not repaid.

EX-10.12 12 0012.txt PROMISSORY NOTE DATED AUGUST 24, 2000 EXHIBIT 10.12 NOTE $432,599.40 Menlo Park, CA ________________ FOR VALUE RECEIVED, Roderick Sherwood promises to pay to Loudcloud, Inc., a Delaware corporation (the "Company"), or order, the principal sum of Four hundred thirty-two thousand five hundred and ninety-nine and 40/100 ($432,599.40), together with interest on the unpaid principal hereof from the date hereof at the rate of Six and one-quarter percent (6.25%) per annum, compounded annually. Principal and interest shall be due and payable on August 24, 2004. Payment of principal and interest shall be made in lawful money of the United States of America. The undersigned may at any time prepay all or any portion of the principal or interest owing hereunder. This Note is subject to the terms of the Restricted Stock Purchase Agreement, dated as of August 24, 2000. This Note is secured in part by a pledge of the Company's Common Stock under the terms of a Security Agreement of even date herewith and is subject to all the provisions thereof. The holder of this Note shall have full recourse against the undersigned, and shall not be required to proceed against the collateral securing this Note in the event of default. In the event the undersigned shall cease to be an employee, director or consultant of the Company for any reason, this Note shall, at the option of the Company, be accelerated, and the whole unpaid balance on this Note of principal and accrued interest shall be immediately due and payable. Should any action be instituted for the collection of this Note, the reasonable costs and attorneys' fees therein of the holder shall be paid by the undersigned. This Note is being delivered in and shall be construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. /s/ Roderick Sherwood ----------------------------- Signature Roderick Sherwood ----------------------------- Print Name