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EXHIBIT 10.18
PROMISSORY NOTE
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Dublin,
California
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$166,444.00
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Effective
Date: December29, 2008
FOR VALUE RECEIVED, the undersigned Jeffrey
Carr, (“BORROWER”) hereby promises to pay to the order
of Taleo Corporation, a Delaware corporation (“LENDER”
also known as “Taleo”) at 4140 Dublin Boulevard, Suite
400, Dublin, CA 94568 (or at such other address as the holder of
this NOTE may designate by notice to BORROWER), in lawful money of
the United States of America, the principal sum of one hundred and
sixty-six thousand, four hundred and forty-four dollars
($166,444.00), as set forth below.
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Purpose . The parties are entering into this
loan in order to provide BORROWER with funds to repay Taleo the
gross severance amount previously paid to BORROWER by Taleo
pursuant to BORROWER’S employment agreement, dated May 8,
2006. BORROWER shall use the funds solely for the
purpose of repaying Taleo pursuant to the terms of Internal Revenue
Service (“IRS”) Notice 2008-113 so that the original
payment of severance will not be potentially subject to the
negative tax implications of Section 409A of the Internal Revenue
Code of 1986, as amended and the final regulations and any guidance
promulgated thereunder (“Section 409A”). By
entering into this LOAN, LENDER neither takes the position nor
represents that (i) the severance as originally paid was subject to
any negative tax implications under Section 409A or (ii) the
provision of the loan satisfies the requirements of IRS Notice
2008-113. Notwithstanding the forgoing, the BORROWER and
the LENDER acknowledge that the repayment to LENDER as set forth
above shall be a good faith effort to comply with the requirements
of IRS Notice 2008-113 and LENDER agrees not to take a contrary tax
reporting position.
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“CODE” will mean the Internal
Revenue Code of 1986, as amended.
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“DUE
DATE” will mean the date that is six (6)
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