Promissory Note Secured By Deed Of Trust

Exhibit 10.21


PROMISSORY NOTE SECURED BY DEED OF TRUST


$350,000.00 December 7, 1999
Santa Clara County, California


FOR VALUE RECEIVED, the undersigned IVAN KOON (sometimes hereinafter referred to as "Employee") and IRENE LI-PING CHEUNG, husband and wife (together "Maker"), hereby promises to pay to BEA SYSTEMS, INC., a Delaware corporation ("Payee") at 2315 N. First Street, San Jose, CA 95131, Attn.: Jeanne Wu, or at such other place or to such other party as Payee may from time to time designate, on the earlier of: (i) five (5) years after the date hereof; (ii) ninety (90) days after Maker voluntarily leaves his employment with Payee; or (iii) six (6) months after the date that Maker involuntarily leaves his employment with Payee, the principal sum of THREE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($350,000.00) together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the interest rate provided herein, in lawful money of the United States of America and in immediately available funds. Maker shall not be obligated to pay interest hereunder except as provided below.


This Note is secured by that certain Deed of Trust and Assignment of Rents (Modified Long Form Acceleration Clause) of even date herewith (the "Deed of Trust"), encumbering the property commonly known as 400 Esther Avenue, Campbell, California 95008, and more particularly described in the Deed of Trust (the "Property").


(i) Prepayments. Maker reserves the right to prepay the outstanding
----------- principal amount of this Note, and all interest accrued thereon, in full or in part at any time during the term of this Note without notice and without premium or penalty.


(ii) Interest. Interest shall accrue on the then outstanding unpaid
-------- principal amount of this secured promissory note (the "Note") from the date hereof until the date of payment in full, at the rate of seven percent (7%) per annum, compounded annually, computed on the basis of a 360-day year and twelve (12) 30-day months for each full calendar month and on the actual number of days elapsed for any partial month in which interest is being calculated.


(iii) Due on Sale. In the event that the Property or any portion thereof, or
----------- any interest therein is sold, agreed to be sold, conveyed or alienated by Maker, by operation of law or otherwise, the outstanding principal amount of this Note, including all accrued interest, irrespective of th ...