Exhibit 10.14
EXECUTION COPY
EXECUTIVE STOCK PLEDGE AGREEMENT
THIS EXECUTIVE STOCK PLEDGE AGREEMENT (this "PLEDGE AGREEMENT") is
made as of January 10, 2002 between Xxxxxx Xxxxx ("PLEDGOR") and DigitalNet
Holdings, Inc. (the "COMPANY").
The Company and Pledgor are parties to a Senior Management Agreement,
dated as of the date hereof (the "CONSULTING AGREEMENT"), pursuant to which
Pledgor purchased 350,000 shares of the Company's Common Stock, $.001 par value
(the "PLEDGED SHARES"), for an aggregate purchase price of $35,000. The Company
has allowed Pledgor to purchase a portion of the Pledged Shares by delivery to
the Company of a promissory note (the "Note") in the aggregate principal amount
of $34,650. This Pledge Agreement provides the terms and conditions upon which
the Note is secured by a pledge to the Company of the Pledged Shares.
NOW, THEREFORE, in consideration of the premises contained herein and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Company to accept the Note as
partial payment for the Pledged Shares, Pledgor and the Company hereby agree as
follows:
1. PLEDGE. Pledgor hereby pledges to the Company, and grants to the
Company a security interest in, the Pledged Shares as security for the prompt
and complete payment when due of the unpaid principal of and interest on the
Note and full payment and performance of the obligations and liabilities of
Pledgor hereunder.
2. DELIVERY OF PLEDGED SHARES. Upon the execution of this Pledge
Agreement, Pledgor shall deliver to the Company the certificate(s) representing
the Pledged Shares, together with duly executed forms of assignment sufficient
to transfer title thereto to the Company.
3. VOTING, RIGHTS, CASH DIVIDENDS. Notwithstanding anything to the
contrary contained herein, during the term of this Pledge Agreement until such
time as there exists a default in the payment of principal or interest on the
Note or any other default under the Note or hereunder, Pledgor shall be entitled
to all voting rights with respect to the Pledged Shares and shall be entitled to
receive all cash dividends paid in respect of the Pledged Shares. Upon the
occurrence of and during the continuance of any such default, Pledgor shall no
longer be able to vote the Pledged Shares and the Company shall retain all such
cash dividends payable on the Pledged Shares as additional security hereunder.
4. STOCK DIVIDENDS, DISTRIBUTIONS, ETC. If, while this Pledge Agreement
is in effect, Pledgor becomes entitled to receive or receives any securities or
other property in addition to, in substitution of, or in exchange for any of the
Pledged Shares (whether as a distribution in connection with any
recapitalization, reorganization or reclassification, a stock dividend or
otherwise), Pledgor shall accept such securities or other property on behalf of
and for the benefit of the Company as additional security for Pledgor's
obligations under the Note and shall
promptly deliver such additional security to the Company together with duly
executed forms of assignment, and such additional security shall be deemed to be
part of the Pledged Shares hereunder.
5. DEFAULT. If Pledgor defaults in the payment of the principal or
interest under the Note when it becomes due (whether upon demand, acceleration
or otherwise) or upon any other Event of Default (as defined in the Note) or any
breach by Pledgor of this Pledge Agreement, the Company may exercise any and all
the rights, powers and remedies of any owner of the Pledged Shares (including
the right to vote the shares and receive dividends and distributions with
respect to such shares) and shall have and may exercise without demand any and
all the rights and remedies granted to a secured party upon default under the
Uniform Commercial Code of Delaware or otherwise available to the Company under
applicable law. Without limiting the foregoing, the Company is authorized to
sell, assign and deliver at its discretion, from time to time, all or any part
of the Pledged Shares at any private sale or public auction, on not less than
ten days written notice to Pledgor, at such price or prices and upon such terms
as the Company may deem advisable. Pledgor shall have no right to redeem the
Pledged Shares after any such sale or assignment. At any such sale or auction,
the Company may bid for, and become the purchaser of, the whole or any part of
the Pledged Shares offered for sale. In case of any such sale, after deducting
the. costs, attorneys' fees and other expenses of sale and delivery, the
remaining proceeds of such sale shall be applied to the principal of and accrued
interest on the Note; provided that after payment in full of the indebtedness
evidenced by the Note, the balance of the proceeds of sale then remaining shall
be paid to Pledgor and Pledgor shall be entitled to the return of any of the
Pledged Shares remaining in the hands of the Company. Pledgor shall be liable
for any deficiency if the remaining proceeds are insufficient to pay the
indebtedness under the Note in full, including the fees of any attorneys
employed by the Company to collect such deficiency.
6. COSTS AND ATTORNEYS' FEES. All reasonable costs and expenses
(including attorneys' fees) incurred in exercising any right, power or remedy
conferred by this Pledge Agreement or in the enforcement thereof, shall become
part of the indebtedness secured hereunder and shall be paid by Pledgor or
repaid from the proceeds of the sale of the Pledged Shares hereunder.
7. PAYMENT OF INDEBTEDNESS AND RELEASE OF PLEDGED SHARES. Subject to
Section 5 above, upon payment in full of the indebtedness evidenced by the Note,
the Company shall surrender all of the Pledged Shares (and any dividends held as
security) to Pledgor together with all forms of assignment. Upon exercise of the
Repurchase Option pursuant to the terms of Section 3 of the Senior Management
Agreement, the Company shall surrender to the purchaser (upon receipt of payment
therefor) the number of Pledges Shares being repurchased together with all forms
of assignment.
8. NO OTHER LIENS. NO SALES OR TRANSFERS. Pledgor hereby represents and
warrants that he has good and valid title to all of the Pledged Shares, free and
clear of all liens, security interests and other encumbrances, other than the
Senior Management Agreement and a
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Stockholders Agreement dated as of September 7, 2001 among the Company and
certain of its stockholders (which Stockholders Agreement Pledgor has agreed to
be bound by pursuant to a Joinder Agreement dated as of January 10, 2002), and
Pledgor hereby covenants that, until such time as all of the outstanding
principal of and interest on the Note has been repaid, Pledgor shall not (i)
create, incur, assume or suffer to exist any pledge, security interest,
encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's
rights or a holder thereof, other than pursuant to this Agreement, or (ii) sell
or otherwise transfer any Pledged Shares or any interest therein, other than as
permitted in accordance with the provisions of the Senior Management Agreement.
9. FURTHER ASSURANCES. Pledgor agrees that at any time and from time to
time upon the written request of the Company, Pledgor shall execute and deliver
such further documents (including UCC financing statements) and do such further
acts and things as the Company may reasonably request in order to effect the
purposes of this Pledge Agreement.
10. SEVERABILITY. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
11. NO WAIVER CUMULATIVE REMEDIES. The Company shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on any future occasion. No failure to exercise nor any delay in exercising on
the part of the Company, any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.
12. WAIVERS, AMENDMENTS, APPLICABLELAW. None of the terms or provisions
of this Pledge Agreement may be waived, altered, modified or amended except by
an instrument in writing, duly executed by the parties hereto. This Agreement
and all obligations of the Pledgor hereunder shall together with the rights and
remedies of the Company hereunder, inure to the benefit of the Company and its
successors and assigns. This Pledge Agreement shall be governed by, and be
construed and interpreted in accordance with, the laws of the State of Delaware.
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IN WITNESS WHEREOF, this Pledge Agreement has been executed as of the
date first above written.
DIGITALNET HOLDINGS, INC.
By: /s/ XXX X. XXXXX
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Name: XXX X. XXXXX
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Its: CHIEF EXECUTIVE OFFICER
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/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
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