Exhibit 10.25
Stock Pledge Agreement
This Stock Pledge Agreement ("Agreement") is made and entered into as of
this 22nd day of December, 1999 ("Effective Date") by and between Xxxxxxx
Xxxxxxx ("Director") and Xxxxxx Xxxxxxx (collectively, "Pledgor") and E-STAMP
CORPORATION, a Delaware corporation ("E-Stamp").
RECITALS
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A. E-Stamp agreed to make a loan ("Loan") to Pledgor in the amount of
Borrower's personal income tax liability arising in 1999 from a stock award of
fifty thousand (50,000) shares of common stock of E-Stamp ("Shares") granted by
E-Stamp to Director on August 18, 1999.
B. Pledgor now desires to borrow the sum of One Hundred Fifty Thousand
Eight Hundred Eighty-five Dollars ($150,885) from E-Stamp to pay Pledgor's
income tax liability resulting from the issuance of the Shares, and to pledge
all right, title and interest in and seventeen thousand five hundred (17,500)
shares of common stock of E-Stamp ("Pledged Shares") upon the terms and
conditions set forth hereinbelow.
NOW, THEREFORE, Pledgor hereby covenants and agrees as follows:
1. Pledge of Collateral. Pledgor hereby pledges, assigns, grants and
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delivers to E-Stamp a security interest in all of Pledgor's right, title and
interest in and to the Pledged Shares and all cash and noncash proceeds and
substitutions thereof (collectively, the "Pledged Collateral") as security for
the prompt performance of Pledgor's obligations under the Loan. The Pledged
Shares are evidenced by the stock certificates listed on Exhibit A attached
hereto.
2. Pledgor's Covenants. Pledgor hereby represents, warrants and
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covenants to E-Stamp as follows:
(a) Pledgor is the owner of the Pledged Collateral.
(b) The Pledged Collateral is free and clear of any security
interests, liens, encumbrances or other interests other than this Agreement.
(c) Pledgor has full power and authority to create a first lien on the
Pledged Collateral in favor of E-Stamp and no disability or contractual
obligation exists which would prohibit Pledgor from pledging the Pledged
Collateral pursuant to this Agreement.
(d) Pledgor shall not transfer, assign, create or permit to exist any
other claim to, lien or encumbrance upon, or security interest in any of the
Pledged Collateral, and shall not permit Pledgor's rights in the Pledged
Collateral to be reached by attachment, levy or other judicial process.
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(e) At E-Stamp's request, Pledgor shall execute and acknowledge such
other documents and instruments which E-Stamp deems necessary or desirable to
evidence, continue or preserve E-Stamp's security interest in the Pledged
Collateral and/or to otherwise effect any of the terms of this Agreement.
The foregoing representations, warranties and covenants shall survive the
termination of this Agreement.
3. Partial Release; Payment of Proceeds.
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(a) Provided that Pledgor has not been in default hereunder or under
the Loan and the Loan is not otherwise due and payable, the security interest
created hereunder in the Pledged Collateral shall, from time to time, be
partially released on the applicable release dates pursuant to the schedule
attached as Exhibit A hereto, and E-Stamp shall promptly deliver to Pledgor the
applicable certificate for the Pledged Shares to which the security interest
hereunder is so released.
(b) All monies or other proceeds payable to Pledgor in connection
with the sale or transfer of any Pledged Shares shall be applied first to the
payment of principal, accrued interest and other charges then outstanding under
the Loan. Upon Pledgor's payment to E-Stamp of all principal, accrued interest
and other charges under the Loan and this Agreement, the security interest
created under this Agreement shall automatically terminate, and E-Stamp shall
promptly deliver to Pledgor any remaining Pledged Collateral then held by E-
Stamp.
(c) With respect to the disposition of any Pledged Shares, Pledgor
shall instruct Pledgor's stock broker ("Broker") to pay directly to E-Stamp from
Broker's account an amount equal to the lesser of (i) the sales price of the
Pledged Shares, less commissions, or (ii) the amount of principal, accrued
interest and other charges then outstanding under the Loan. E-Stamp shall have
no obligation to deliver the Pledged Shares to Broker unless and until E-Stamp
receives written confirmation from Broker that the foregoing payment shall be
promptly made by Broker to E-Stamp.
(d) E-Stamp shall retain possession of such shares until either (i)
all principal, accrued interest and other charges under the Loan have been paid
in full or (ii) Pledgor effects the sale of the Pledged Shares and applies the
applicable proceeds to any principal, accrued interest and other charges then
outstanding under the Loan as provided herein. If Pledgor desires to sell any
such Pledged Shares, Pledgor shall instruct Broker to pay directly to E-Stamp
from Broker's account an amount equal to the lesser of (i) the sales price of
the Pledged Shares, less commissions, or (ii) the amount of principal, accrued
interest and other charges then outstanding under the Loan. E-Stamp shall have
no obligation to deliver the Pledged Shares to Pledgor or Broker unless and
until E-Stamp receives written confirmation from Broker that the foregoing
payment shall be promptly made by Broker to E-Stamp.
(e) All instructions required to be submitted by Pledgor to Broker
shall be irrevocable and in writing, with a copy thereof delivered concurrently
to E-Stamp. All proceeds paid for the Pledged Shares (less commissions) and
otherwise payable to E-Stamp hereunder shall be deposited directly into the
account of Broker for payment to E-Stamp. E-Stamp's delivery of any Pledged
Shares to Broker shall be for the sole purpose of facilitating the sale of such
Pledged Shares, and E-Stamp's security interest therein shall continue until
Broker shall have paid to E-Stamp all applicable sums as required hereinabove.
4. Events of Default. Each of the following shall constitute an event of
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default ("Event of Default") hereunder:
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(a) The failure by Pledgor to observe or perform any of the provisions
of this Agreement or to pay any amount due under the Loan and/or this Agreement.
(b) The inaccuracy or breach of any warranty, representation or
statement made or furnished to E-Stamp by or on behalf of Pledgor.
(c) The assignment for the benefit of creditors or the commencement of
any proceeding under any bankruptcy or insolvency law by or against Pledgor.
(d) The seizure or attachment of, or a levy on all or any portion of
the Pledged Collateral.
5. E-Stamp's Remedies Upon Default.
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(a) Upon the occurrence of an Event of Default, E-Stamp shall have the
right to:
(i) Declare all of the obligations and liabilities of Pledgor
under the Loan immediately due and payable;
(ii) Repurchase all or part of the Pledged Shares from Pledgor
for a purchase price equal to the lesser of (i) the fair market value of such
Pledged Shares as of the date of the Event of Default, or (ii) the fair market
value of such shares as of the date of repurchase. The fair market value shall
be the closing sales price of the common stock of E-Stamp as reported in the
Wall Street Journal as of the applicable date set forth herein; and/or
(iii) Exercise any and all rights of a secured party under the
Uniform Commercial Code of the State of California which E-Stamp, in its sole
judgment, deems necessary or appropriate, including, without limitation, the
right to sell or otherwise dispose of all or any part of the Pledged Collateral;
(b) After the repurchase, sale or transfer of any of the Pledged
Collateral, E-Stamp may deduct all reasonable attorneys' fees, brokerage
commissions and other expenses incurred by E-Stamp in preserving, collecting,
selling, repurchasing and/or delivering the Pledged Collateral and for enforcing
its rights with respect to the Loan and this Agreement, and shall apply the
residue of the proceeds to, or hold as a reserve against, the Loan in such
manner as E-Stamp in its reasonable discretion shall determine, and shall
thereafter pay the balance, if any, to Pledgor.
6 E-Stamp's Duties. E-Stamp shall have no duty or liability for the
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Pledged Collateral except for the exercise of reasonable care of the Pledged
Collateral while in the possession of E-Stamp.
7. General Provisions.
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(a) Successors and Assigns. This Agreement shall bind and inure to
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the benefit of the respective heirs, successors and permitted assigns of each of
the parties; provided, however, that neither this Agreement nor any rights
hereunder may be assigned by Pledgor without E-Stamp's prior written consent,
which consent may be granted or withheld in E-Stamp's sole discretion.
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(b) Severability of Provisions. Each provision of this Agreement
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shall be severable from every other provision of this Agreement for the purpose
of determining the legal enforceability of any specific provision. In case one
or more of the provisions contained in this Agreement shall for any reason be
held invalid, illegal or unenforceable in any respect, the invalidity,
illegality or unenforceability of that provision shall not affect any other
provision of this Agreement.
(c) Joint and Several Obligations. If Pledgor consists of more than
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one person, the obligations of Pledgor shall be the joint and several
obligations of all such persons. When the context and construction so require,
all words used in the singular herein shall be deemed to have been used in the
plural and the masculine shall include the feminine and neuter and vice versa.
(d) No Waiver. No delay or omission by E-Stamp in exercising any
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right or remedy arising from any default of Pledgor shall be construed as a
waiver of such default or as an acquiescence therein, nor shall any single or
partial exercise thereof preclude any further exercise thereof. E-Stamp may, at
its option, waive any of the conditions herein and any such waiver shall not be
deemed the waiver of E-Stamp's rights hereunder. The waiver of any Event of
Default shall not be construed as any waiver of or acquiescence in or consent to
any preceding or subsequent Event of Default by Pledgor hereunder.
(e) Collection Costs. Pledgor shall promptly pay E-Stamp all
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reasonable attorneys' fees and all costs and other expenses paid or incurred by
E-Stamp in enforcing or exercising its rights or remedies created by, connected
with or provided in this Agreement, and payment thereof shall be secured by the
Pledged Collateral.
IN WITNESS WHEREOF, this Pledge Agreement has been executed as of the
Effective Date.
PLEDGOR:
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
E-STAMP CORPORATION,
a Delaware corporation
By /s/ Xx Xxxxxx
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Its Vice President and General Counsel
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EXHIBIT A
LIST OF STOCK CERTIFICATES
AND
RELEASE DATES
Certificate Number Shares Release Date
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2,188 Effective Date
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2,188 2/18/00
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2,188 5/18/00
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2,188 8/18/00
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2,187 11/18/00
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2,187 2/18/01
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2,187 5/18/01
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2,187 8/18/01
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