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EXHIBIT 10.10
STOCK PLEDGE AGREEMENT
This Agreement is made and entered into as of March 15, 1996, between
EXCITE, INC., a California corporation (the "Company"), and Xxxxx Xxxxxxxxxx
("Pledgor").
R E C I T A L S
A. In exchange for Pledgor's Secured Full Recourse Promissory Note to
the Company of even date herewith (the "Note"), the Company has issued and sold
to Pledgor 12,887 shares of its Common Stock (the "Shares") pursuant to the
terms and conditions of that Stock Option Exercise Agreement between the Company
and Pledgor of even date herewith (the "Purchase Agreement").
B. Pledgor has agreed that repayment of the Note will be secured by the
pledge of the Shares pursuant to this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. CREATION OF SECURITY INTEREST. Pursuant to the provisions of the
California Commercial Code, Pledgor hereby grants to the Company, and the
Company hereby accepts, a first and present security interest in the Shares as
collateral to secure the payment of Pledgor's obligation to the Company under
the Note. Pledgor herewith delivers to the Company Common Stock certificate No.
68, representing all the Shares, together with one stock power for each
certificate in the form attached as an Exhibit to the Purchase Agreement, duly
executed (with the date and number of shares left blank) by Pledgor and
Pledgor's spouse, if any. For purposes of this Agreement, the Shares pledged to
the Company hereby, together with any additional collateral pledged pursuant to
Sections 5 and 6 hereof, will hereinafter be collectively referred to as the
"Collateral." Pledgor agrees that the Collateral pledged to the Company will be
deposited with and held by the Escrow Holder (as defined in the Purchase
Agreement) and that, notwithstanding anything to the contrary in the Purchase
Agreement, for purposes of carrying out the provisions of this Agreement, Escrow
Holder will act solely for the Company as its agents.
2. REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents and
warrants to the Company that Pledgor has good title (both record and
beneficial) to the Collateral, free and clear of all claims, pledges, security
interests, liens or encumbrances of every nature whatsoever, and that Pledgor
has the right to pledge and grant the Company the security interest in the
Collateral granted under this Agreement. Pledgor further agrees that, until the
entire principal sum and all accrued interest due under the Note has been paid
in full, Purchaser will not, without the Company's prior written consent, (i)
sell, assign or transfer, or attempt to sell, assign or transfer, any of the
Collateral, or (ii) grant or create, or attempt to grant or create, any security
interest, lien, pledge, claim or other encumbrance with respect to any of the
Collateral.
3. RIGHTS ON DEFAULT. In the event of default (as defined in the Note)
by Pledgor under the Note, the Company will have full power to sell, assign and
deliver the whole or any part of the Collateral at the broker's exchange or
elsewhere, at public or private sale, at the option
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of the Company, in order to satisfy any part of the obligations of Pledgor now
existing or hereinafter arising under the Note. On any such sale, the Company or
its assigns may purchase all or any part of the Collateral. In addition, at its
sole option, the Company may elect to retain all the Collateral in full
satisfaction of Pledgor's obligation under the Note, in accordance with the
provisions and procedures set forth in the California Commercial Code.
4. ADDITIONAL REMEDIES. The rights and remedies granted to the Company
herein upon default under the Note will be in addition to all the rights, powers
and remedies of the Company under the California Commercial Code and applicable
law and such rights, powers and remedies will be exercisable by the Company with
respect to all of the Collateral. Pledgor agrees that the Company's reasonable
expenses of holding the Collateral, preparing it for resale or other
disposition, and selling or otherwise disposing of the Collateral, including
attorneys' fees and other legal expenses, will be deducted from the proceeds of
any sale or other dispositions and will be included in the amounts Pledgor must
tender to redeem the Collateral. All rights, powers and remedies of the Company
will be cumulative and not alternative. Any forbearance or failure or delay by
the Company in exercising any right, power or remedy hereunder will not be
deemed to be a waiver of any such right, power or remedy and any single or
partial exercise of any such right, power or remedy hereunder will not preclude
the further exercise thereof.
5. DIVIDENDS; VOTING. All dividends hereinafter declared on or payable
with respect to the Collateral during the term of this pledge (excluding only
ordinary cash dividends, which will be payable to Pledgor so long as Pledgor is
not in default under the Note) will be immediately delivered to the Company to
be held in pledge under this Agreement. Notwithstanding this Agreement, so long
as Pledgor owns the Share and is not in default under the Note, Pledgor will be
entitled to vote any share comprising the Collateral, subject to any proxies
granted by Pledgor.
6. ADJUSTMENTS. In the event that during the term of this pledge, any
stock dividend, reclassification, readjustment, stock split or other change is
declared or made with respect to the Collateral, or if warrants or any other
rights, options or securities are issued in respect of the Collateral, then all
new, substituted and/or additional shares or other securities issued by reason
of such change or by reason of the exercise of such warrants, rights, options or
securities, will be immediately pledged to the Company to be held under the
terms of this Agreement in the same manner as the Collateral is held hereunder.
7. RIGHTS UNDER PURCHASE AGREEMENT. Pledgor understands and agrees that
the Company's rights to repurchase the Collateral under the Purchase Agreement,
if any, will continue for the periods and on the terms and conditions specified
in the Purchase Agreement, whether or not the Note has been paid during such
period of time, and that to the extent that the Note is not paid during such
period of time, the repurchase by the Company of the Collateral may be made by
way of cancellation of all or any part of Pledgor's indebtedness under the Note.
8. REDELIVERY OF COLLATERAL. Upon payment in full of the entire
principal sum and all accrued interest due under the Note, and subject to the
terms and conditions of the Purchase Agreement, the Company will immediately
redeliver the Collateral to Pledgor and this
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Agreement will terminate; provided, however, that all rights of the Company to
retain possession of the Shares pursuant to the Purchase Agreement will survive
termination of this Agreement.
9. SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit of
the respective heirs, personal representatives, successors and assigns of the
parties hereto.
10. GOVERNING LAW; SEVERABILITY. This Agreement will be governed by and
construed in accordance with the internal laws of the State of California,
excluding that body of law relating to conflicts of law. Should one or more of
the provisions of this Agreement be determined by a court of law to be illegal
or unenforceable, the other provisions nevertheless will remain effective and
will be enforceable.
11. MODIFICATION; ENTIRE AGREEMENT. This Agreement will not be amended
without the written consent of both parties hereto. This Agreement constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings related to such
subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
EXCITE, INC. PLEDGOR
By: /s/ Xxxxxx Xxxx /s/ Xxxxx Xxxxxxxxxx
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(Signature)
XXXXXX XXXX XXXXX XXXXXXXXXX
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(Please print name) (Please print name)
PRESIDENT
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(Please print title)
[SIGNATURE PAGE TO EXCITE, INC. STOCK PLEDGE AGREEMENT]
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