PROMISSORY NOTE SECURED BY DEED OF TRUST
$500,000 San Jose, California March 24, 1998
FOR VALUE RECEIVED, the undersigned, Thomas W. Steipp ("Employee") and Debra L. Steipp, husband
and wife ("Borrowers"), promise to pay to Symmetricom, Inc., a California corporation (the "Company"), or
order, the principal amount of Five Hundred Thousand Dollars ($500,000). The outstanding principal amount
shall not bear interest except as otherwise provided below with respect to a default.
The outstanding principal amount shall be due and payable to the holder hereof at 2300 Orchard Parkway, San
Jose, California 95131, or such other place as the holder hereof may designate, upon the earlier of the following
dates (collectively, "Maturity Events"):
(i) Five (5) days following the date that Employee resigns from the Company.
(ii) Five (5) days following the date that Employee's employment with the Company is terminated for cause. The
term "termination for cause" includes, without limitation, dishonesty, commission of a felony, a breach of
Employee's fiduciary duty or willful failure to follow a directive of the Company or the Board of Directors of the
(iii) Three hundred sixty (360) days following the date that Employee's employment with the Company is
terminated without cause.
(iv) The date of any sale, conveyance, assignment, alienation or any other form of transfer, whether voluntary or
involuntary, of that certain real property commonly known as 15560 Shannon Road, Los Gatos, California (the
"Property"), or any part thereof or interest therein; except that the following transfers of the Property shall not be
deemed to be a Maturity Event:
a) A transfer upon the death of Employee to Employee's surviving spouse (provided the surviving spouse is an
obligor hereunder) or to Employee upon the death of Employee's surviving spouse;
b) A transfer by an obligor hereof whereby such obligor's spouse becomes a co-owner of the Property;
c) A transfer resulting from a decree of diss