SEPARATION AGREEMENT
This Separation Agreement (the "AGREEMENT") is entered into effective
as of March 26, 2001 by and between IGO CORPORATION, a Delaware corporation (the
"COMPANY"), and XXXXXXX X. XXXX, an individual ("HAWK").
WHEREAS, Hawk has been employed by the Company as its
President and Chief Executive Officer; and
WHEREAS, Hawk wishes to submit his resignation and in connection
therewith, the Company and Hawk have mutually agreed to enter or modify such
other relationships as are set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. TERMINATION. The Company and Hawk acknowledge and agree that Hawk
hereby resigns from his employment with the Company and from his positions as
President, Chief Executive Officer, Chief Energizing Officer and Chairman of the
Board of Directors, all effective March 26, 2001 (the "RESIGNATION DATE"). Hawk
is NOT hereby resigning his position on the Company's Board of Directors.
2. CONSIDERATION. The Company shall provide to Hawk the following:
(a) A lifetime employee discount (if and to the extent that
the Company maintains one in its discretion) on products purchased from the
Company or its subsidiaries by Hawk; provided that this privilege is extended
with the intention that such products be used primarily by Hawk or his family
and the privilege shall specifically not apply to any products purchased for
resale purposes (cash or barter);
(b) A one-year consulting arrangement providing for certain
periodic payments beginning during the month following the date of this
Agreement in return for Hawk's consulting services to the Company under the
terms set forth in the Consulting Agreement attached as EXHIBIT A hereto (the
"CONSULTING AGREEMENT");
(c) A restructuring of Hawk's existing indebtedness to the
Company on the terms set forth in Section 3 below; and
(d) Ownership of the used IBM Thinkpad laptop computer
utilized by Hawk in the course of his employment immediately prior to the
Resignation Date (all right, title and interest to which is hereby assigned to
Hawk by the Company).
3. DEBT RESTRUCTURING. The parties agree that as of the date of this
Agreement, Hawk is indebted to the Company in the aggregate principal amount of
$345,952.00, plus interested accrued to date. Such indebtedness is represented
by (a) a Secured Promissory Note dated June 13, 1996 in the original principal
amount of $39,852.00 (the "FIRST NOTE"), and its associated Restricted Stock
Purchase Agreement dated June 14, 1996 (together with the First Note, the "1996
LOAN DOCUMENTS"), and (b) a Secured Note dated January 2, 2001 in the original
principal amount of $306,100.00 (the "SECOND NOTE"), and its associated Secured
Loan Agreement and Security Agreement of the same date (together with the Second
Note, the "2001 LOAN DOCUMENTS"). The parties hereby agree that the 1996 Loan
Documents and the 2001 Loan Documents will be superceded and replaced in their
entirety by Hawk's delivery of the Secured Note attached as EXHIBIT B hereto
(the "NEW NOTE") and the Security Agreement attached as EXHIBIT C hereto (the
"NEW SECURITY AGREEMENT"), and his compliance with the terms thereof. Upon
Hawk's delivery of the New Note and New Security Agreement, together with all
pledged stock certificates and any consents or assignments called for therein,
the 1996 Loan Documents and the 2001 Loan Documents will be deemed terminated
and of no further force or effect.
4. BENEFITS.
(a) Hawk shall have only those rights to continued employee
benefit coverage that may be provided by applicable law (e.g. COBRA) or as may
be otherwise specifically provided for in the Company's existing insurance
coverage.
(b) The Company shall pay Hawk for accrued but unused vacation
time through the Resignation Date.
(c) The Company will promptly reimburse Hawk for any properly
documented iGo business expenses pursuant to expense reports submitted on or
before March 31, 2001.
5. RELEASE OF CLAIMS. Hawk agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Hawk by the
Company. Hawk, on behalf of himself and his heirs, executors and assigns, hereby
fully and forever releases the Company and its officers, directors, employees,
investors, stockholders, predecessor and successor corporations and assigns from
any claim, duty, obligation or cause of action relating to any matters of any
kind, whether known or unknown, that he may possess arising from any omissions,
acts or facts that have occurred up until and including the Resignation Date.
The Company and Hawk agree that the release set forth in this section
shall be and remain in effect in all respects as a complete general release as
to the matters released. NOTWITHSTANDING THE FOREGOING, THIS RELEASE DOES NOT
EXTEND TO ANY OBLIGATIONS INCURRED UNDER, OR BREACHES OF, THIS AGREEMENT OR THE
CONSULTING AGREEMENT THAT MAY ARISE AFTER THE RESIGNATION DATE. FURTHERMORE,
NOTHING HEREIN SHALL OPERATE AS A RELEASE OF ANY OBLIGATION OF THE COMPANY
PURSUANT TO THE INDEMNIFICATION AGREEMENT DATED AUGUST 31, 1999 BETWEEN HAWK AND
THE COMPANY (THE "INDEMNIFICATION AGREEMENT").
6. NON-SOLICITATION. Hawk agrees that until one year after the
Resignation Date, he will not directly or indirectly solicit or attempt to
solicit any person employed by the Company to terminate or otherwise cease his
or his employment with the Company or interfere in any manner with the
contractual or employment relationship between the Company and any customer,
vendor or employee of the Company.
-2-
7. NONDISCLOSURE OF CONFIDENTIAL AND PROPRIETARY INFORMATION. Hawk
shall continue to maintain the confidentiality of all confidential and
proprietary information of the Company as provided by the separate Employment,
Confidential Information, Invention Assignment, and Arbitration Agreement
previously entered into between the Company and Hawk (the "EMPLOYEE
CONFIDENTIALITY AGREEMENT"), which will survive the termination of Hawk's
employment. Hawk agrees that he will immediately return all the Company's
property and confidential and proprietary information in his possession to the
Company.
8. BREACH OF THIS AGREEMENT. The Company and Hawk acknowledge that upon
breach of the non-solicitation and confidential and proprietary information
provisions contained in Sections 6 and 7 of this Agreement, or the
Non-Disparagement provisions set forth in Section 9 of this Agreement, the
Company or Hawk would sustain irreparable harm from such breach, and, therefore,
the Company and Hawk agree that in addition to any other remedies which the
Company and Hawk may have under this Agreement or otherwise, the Company or Hawk
shall be entitled to obtain equitable relief, including specific performance and
injunctions, restraining the Company or Hawk from committing or continuing any
such violation of this Agreement.
9. NON-DISPARAGEMENT. Each party agrees to refrain from any
disparagement, defamation or slander of the other (or the other's officers,
directors or employees, if applicable), or tortious interference with the
contracts and relationships of the other. The Company agrees not to represent
the nature of Hawk's departure from the Company as any form of involuntary
termination.
10. NO RELIANCE. Each party represents that it has carefully read and
understands the scope and effect of the provisions of this Agreement. Neither
party has relied upon any representations or statements made by the other party
that are not specifically set forth in this Agreement or the exhibits hereto.
11. COSTS. The Parties shall each bear their own costs, attorneys' fees
and other fees incurred in connection with this Agreement.
12. SEVERABILITY. In the event any provision of this Agreement is found
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of any of the remaining provisions shall not in any way be
affected or impaired thereby, and that provision shall be reformed, construed
and enforced to the maximum extent permissible, provided that this Agreement
shall not then substantially deprive either party of the initially bargained-for
performance of the other party. Any such invalidity, illegality or
unenforceability in any jurisdiction shall not invalidate or render illegal or
unenforceable such provision in any other jurisdiction.
13. ENTIRE AGREEMENT. This Agreement, together with the Consulting
Agreement, the New Note and the New Security Agreement, represents the entire
agreement and understanding between the Company and Hawk concerning Hawk's
separation from the Company and supersedes and replaces any and all prior
agreements and understandings concerning Hawk's relationship with the Company
and his compensation by the Company, except that nothing herein shall supercede
the terms of the Indemnification Agreement or the Employee Confidentiality
Agreement.
-3-
14. NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Hawk and the President of the Company.
15. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Nevada.
16. SUBSIDIARIES. Hawk agrees that his covenants and agreements in
Sections 5-9 hereof shall apply equally to any subsidiary of the Company as they
do to the Company itself.
17. COUNTERPARTS AND FACSIMILE SIGNATURE(S). This Agreement may be
executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. This Agreement may be executed and delivered originally by
facsimile, with an original to follow.
18. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the parties hereto, with the full intent of releasing all claims. The parties
acknowledge that:
(a) They have read this Agreement;
(b) They have been represented in the preparation, negotiation
and execution of this Agreement by legal counsel of their own choice or they
have voluntarily declined to seek such counsel;
(c) They understand the terms and consequences of this
Agreement and of the releases it contains; and
(d) They are fully aware of the legal and binding effect of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Separation Agreement
on the respective dates set forth below.
IGO CORPORATION XXXXXXX X. XXXX
By: /S/ XXXX XXXXX By: /S/ XXX XXXX
----------------------------- ----------------------------------
Title: ACTING PRESIDENT & CHIEF Dated: March 26, 2001
EXECUTIVE OFFICER
-------------------------
Dated: March 26, 2001
-4-
EXHIBIT A
---------
CONSULTING AGREEMENT
Xxxxxxx X. Xxxx
0000 Xxxxxxxxxx Xxxxx
Xxxx, XX 00000
Dear Xxx:
1. iGo Corporation, a Delaware corporation (the "COMPANY"), wishes to
obtain your services as a consultant on certain strategic matters and projects
requested of you by the Company. This letter shall constitute an agreement
between you and the Company and contains all the terms and conditions relating
to the services you are to provide.
2. This agreement will terminate on March 26, 2002. Either party may
terminate this agreement earlier upon thirty (30) days written notice upon a
material breach of this agreement or the Separation Agreement (including any
exhibit thereto) entered into by you and the Company of even date with this
agreement, if such breach is not cured within such thirty (30) day period;
provided, however, that there shall be no notice period applicable in the event
of termination for an incurable material breach.
3. As consideration for your services you will be paid a monthly fee,
the first payment of which will be fifty-six thousand seven hundred ten and
no/100 dollars ($56,710.00) and shall be made on or before April 9, 2001 and the
remaining eleven (11) of which will each be sixteen thousand seven hundred ten
and no/100 dollars ($16,710.00) and shall be made on or before the 26th day of
each month beginning in May 2001.
4. To the extent that you are requested by the Company's President to
travel or incur expenses in connection with your services hereunder, you shall
be reimbursed for reasonable travel and other out-of-pocket expenses incurred by
you in connection with your services under this agreement, provided that you
provide receipts and obtain prior written approval of or direction from the
President of the Company.
5. Your relationship with the Company shall be that of an independent
contractor and not that of an employee. You will not be eligible for any
employee benefits, nor will the Company make deductions from payments made to
you for taxes, which shall be your responsibility. You shall have no authority
to enter into contracts that bind the Company or create obligations on the part
of the Company.
6. Your services will be performed when and as reasonably requested by
the President of the Company; provided that the Company may not require you to
travel outside the Northern Nevada area nor may the Company require you to
devote in excess of 80 hours per month to your services hereunder (provided that
such time allotment shall be exclusive of any time related to your service on
the Company's Board of Directors). You shall be required to report to the
President of the Company concerning your services performed under this
agreement. The nature and frequency of these reports will be left to the
discretion of the President. You will not be entitled to additional compensation
for services rendered in excess of the 80-hour threshold set forth in this
paragraph unless agreed to in writing by you and the Company's President prior
to the rendering of such additional services.
7. You shall keep in confidence and shall not disclose or make
available to third parties or make any use of any information or documents
relating to your services under this agreement or to the products, methods of
manufacture, trade secrets, processes, clients, customers, business or affairs
or confidential or proprietary information of the Company (other than
information in the public domain through no fault of your own), except with the
prior written consent of the Company or to the extent necessary in performing
tasks assigned to you by the Company. Upon termination of this agreement you
will return to Company all documents, and other materials related to the
services provided hereunder or furnished to you by the Company. Your obligations
under this Paragraph 7 shall survive termination of this agreement.
8. You shall promptly disclose and you hereby transfer and assign to
the Company all right, title and interest to all techniques, methods, processes,
formulae, improvements, inventions and discoveries made or conceived or reduced
to practice by you, solely or jointly with others, in the course of providing
services hereunder or with the use of materials or facilities of the Company
during the period of this agreement or which relate to the Company's business or
its actual or demonstrably anticipated research or development (except as
otherwise provided below). When requested by the Company you will make available
to the Company all notes, drawings, data and other information relating to the
above. You will promptly sign any documents (including U.S. and foreign patent
assignments) requested by the Company related to the above assignment of rights
and inventions and will cooperate with the Company at the Company's request and
expense in preparation and prosecution of any U.S. or foreign patent
applications related to such rights and inventions. To the extent that such
doctrine is applicable your work product will be deemed "work made for hire".
Your obligations under this Paragraph 8 shall survive termination of this
agreement. This Agreement does not apply to inventions that the Company is
prohibited by law from requiring you to assign.
9. During the term of this agreement, without the Company's prior
written consent (which will not be unreasonably withheld), you agree not to
carry on any business involving the design, development, manufacture or sale of
mobile electronic devices, parts, accessories or services. For purposes of this
paragraph, "carry on" shall mean to perform or engage in, or to be employed by
or to consult with, or to purchase or invest in, or lend money to, or lend one's
name to, any entity or other business engaged or seeking to engage in, the
subject business activity, whether individually or in partnership or in
conjunction with any person or entity, and whether as a principal, employee,
agent, stockholder, lender consultant or in any other capacity; provided that
the foregoing shall not prohibit you from owning up to 5% of a publicly traded
company engaging in such business, nor shall this paragraph effect your ongoing
involvement as a stockholder of the Company.
-2-
It is the intent of the parties that the covenants set forth
in this section be enforced to the maximum degree permitted by applicable law.
In the event that the provisions of this section should ever be deemed to exceed
the scope, time or geographic limitations of applicable law regarding covenants
not to compete, then such provisions shall be reformed to the maximum scope,
time or geographic limitations, as the case may be, permitted by applicable
laws.
10. Any amendment to this agreement must be in writing signed by you
and the Company.
11. All notices, requests and other communications called for by this
agreement shall be deemed to have been given if made in writing and faxed or
mailed, postage prepaid, to the other party's address specified below or to such
other address as the receiving party shall specify to the other.
12. The validity, performance and construction of this agreement shall
be governed by the laws of the State of Nevada without reference to conflicts of
laws principles.
13. You acknowledge that upon breach of the provisions contained in
Sections 7, 8 or 9 of this agreement, the Company would sustain irreparable harm
from such breach, and, therefore, in addition to any other remedies which the
Company may have under this agreement or otherwise, the Company shall be
entitled to obtain equitable relief, including specific performance and
injunctions, restraining you from committing or continuing any such violation of
this agreement.
14. This agreement supersedes any prior consulting or other agreements
between you and the Company with respect to the subject matter hereof but shall
not be deemed to supercede the Separation Agreement and its exhibits.
15. This agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This agreement may be
executed and delivered originally by facsimile, with an original to follow.
[Signature page follows.]
-3-
If this agreement is satisfactory, execute and return the original to
us and keep a fully executed photocopy for your records.
Dated: March 26, 2001
Very truly yours,
iGo Corporation
By: /S/ XXXX XXXXX
-------------------------------------------------
Title: ACTING PRESIDENT & CHIEF EXECUTIVE OFFICER
------------------------------------------
Address: 0000 Xxxxxxx Xxxxx
Xxxx, XX 00000-0000
Telephone: 775/000-0000
Facsimile: 775/850-9351
ACCEPTED AND AGREED:
/S/ XXX XXXX
--------------------------------
Xxxxxxx X. Xxxx
Address: 0000 Xxxxxxxxxx Xxxxx
Xxxx, XX 00000
Telephone: 775/000-0000
Facsimile: 978/418-0260
-4-
EXHIBIT B
---------
SECURED NOTE
$366,410.00 RENO, NEVADA
MARCH 26, 2001
FOR VALUE RECEIVED, Xxxxxxx X. Xxxx promises to pay to iGo Corporation,
a Delaware corporation (the "COMPANY"), the principal sum of THREE HUNDRED
SIXTY-SIX THOUSAND, FOUR HUNDRED TEN AND NO/100 DOLLARS ($366,410.00), together
with interest on the unpaid principal hereof from the date hereof at the rate of
eight percent (8.0%) per annum, compounded annually.
All principal and accrued interest shall be due and payable upon the
earliest to occur of (a) March 26, 2003, or (b) an event of default pursuant to
Section 6 of that certain Security Agreement dated on or about the date hereof
between the undersigned and the Company (the "SECURITY AGREEMENT"). Payments of
principal and interest shall be made in lawful money of the United States of
America and shall be credited first to the accrued interest, with the remainder
applied to principal.
The undersigned may at any time prepay all or any portion of the
principal or interest owing hereunder.
This Note is subject to the terms of the Security Agreement and is
secured by a pledge of shares of Common Stock of the Company under the terms
thereof.
Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by the
undersigned. The undersigned hereby waives notice of default, presentment,
protest or notice of nonpayment or dishonor and all other notices or demands
relative to this instrument other than demand for payment set forth above.
The holder of this Note shall have full recourse against the maker, and
shall not be required to proceed against the collateral securing this Note in
the event of default.
/S/ XXX XXXX
--------------------------
Xxxxxxx X. Xxxx
EXHIBIT C
---------
SECURITY AGREEMENT
This Security Agreement is made as of March 26, 2001 between iGo
Corporation, a Delaware corporation ("PLEDGEE"), and Xxxxxxx X. Xxxx
("PLEDGOR").
RECITALS
Pledgee has loaned to Pledgor, and Pledgor has borrowed from Pledgee,
an aggregate of $366,410.00, which loan is evidenced by a Secured Note dated the
date hereof (the "NOTE") and is to be secured by 977,000 shares of the Company's
Common Stock currently owned by Pledgor (approximately equal to two (2) times
the Note principal amount divided by the closing sales price of the Company's
Common Stock on the Nasdaq National Market on the last trading day prior to the
date of this Agreement) (as adjusted for subsequent stock splits, reverse stock
splits and recapitalizations, the "SHARES").
NOW, THEREFORE, it is agreed as follows:
1. CREATION AND DESCRIPTION OF SECURITY INTEREST; TRANSFERABILITY;
ESCROW.
(a) In consideration of the loan to Pledgor, Pledgor, pursuant
to the Commercial Code of the State of Nevada, hereby pledges the Shares (herein
sometimes referred to as the "COLLATERAL") represented by the certificates
therefor, duly endorsed in blank or with executed stock powers, and herewith
delivers such certificates existing as of the date hereof, and agrees to deliver
such certificates as Pledgor may acquire in the future in order to bring the
Collateral to the pledged Share level, to the Secretary of Pledgee or the
Secretary's designee (the "PLEDGEHOLDER"), who shall hold said certificates
subject to the terms and conditions of this Security Agreement. With such
pledge, Pledgor hereby grants to Pledgee an unconditional, first priority
security interest in the Shares.
(b) The pledged stock (together with an executed blank stock
assignment for use in transferring all or a portion of the Shares to Pledgee if,
as and when required pursuant to this Security Agreement) shall be held by the
Pledgeholder as security for the repayment of the Note, and any extensions or
renewals thereof.
(c) Except as required to enable Pledgee to exercise its
rights as a secured party, none of the Shares pledged under this Section 1 may
be sold, transferred, pledged, hypothecated or otherwise disposed of by Pledgor.
(d) To ensure the ability of Pledgee to exercise its rights as
a secured party hereunder, Pledgor shall, upon execution of this Agreement,
deliver and deposit with the Secretary of Pledgee, or such other person
designated by Pledgee, the share certificates representing the Shares currently
held by Pledgor, and to do the same in the future at such time as Pledgor may
acquire additional certificates, together with a stock power, duly endorsed in
blank, in the form attached hereto as ATTACHMENT C-1, provided, however, that
Pledgor shall in no case be obligated to deliver certificates to Pledgee for
Collateral in excess of the original aggregate number of shares of the Company's
Common Stock constituting the Collateral hereunder, plus any additional shares
relating thereto resulting from any stock splits, stock dividends or
recapitalizations. The Shares and stock power(s) shall be held by Pledgee in
escrow, until such time as the Note shall have been paid in full or defaulted
upon. As a further inducement to Pledgee to loan to Pledgor the funds
represented by the Note, the spouse of Pledgor, shall execute and deliver to
Pledgee a Consent of Spouse in the form attached hereto as ATTACHMENT C-2,
agreeing to the terms of this Agreement with respect to any community property
interest she may or may not have in the pledged Shares.
2. PLEDGOR'S REPRESENTATIONS AND COVENANTS. To induce Pledgee to enter
into this Security Agreement, Pledgor represents and covenants to Pledgee, its
successors and assigns, as follows:
(a) PAYMENT OF INDEBTEDNESS. Pledgor will pay the principal
sum of the Note secured hereby, together with interest thereon, at the time and
in the manner provided in the Note.
(b) ENCUMBRANCES. All Shares now or hereafter pledged under
this Agreement are and shall be free of all other encumbrances, defenses and
liens, and Pledgor will not further encumber the Shares without the prior
written consent of Pledgee.
3. VOTING RIGHTS. During the term of this pledge and so long as all
payments of principal and interest are made as they become due under the terms
of the Note, Pledgor shall have the right to vote all of the Shares pledged
hereunder.
4. STOCK ADJUSTMENTS. In the event that during the term of the pledge
any stock dividend, reclassification, readjustment or other changes declared or
made in the capital structure of Pledgee, all new, substituted and additional
shares or other securities issued by reason of any such change shall be
delivered to and held by the Pledgeholder under the terms of this Security
Agreement in the same manner as the Shares originally pledged hereunder. In the
event of substitution of such securities, Pledgor, Pledgee and Pledgeholder
shall cooperate and execute such documents as are reasonable so as to provide
for the substitution of such Collateral and, upon such substitution, references
to "Shares" in this Security Agreement shall include the substituted shares of
capital stock of Pledgee held by Pledgor as a result thereof.
5. WARRANTS AND RIGHTS. In the event that, during the term of this
pledge, subscription warrants or other rights or options shall be issued in
connection with the pledged Shares, such rights, warrants and options shall be
the property of Pledgor and, if exercised by Pledgor, all new stock or other
securities so acquired by Pledgor as it relates to the pledged Shares then held
by Pledgeholder shall be immediately delivered to Pledgeholder, to be held under
the terms of this Security Agreement in the same manner as the Shares pledged.
6. DEFAULT. Pledgor shall be deemed to be in default of the Note and of
this Security Agreement in the event:
(a) Pledgor fails to pay any principal or interest on the Note
when due under the terms of the Note;
-2-
(b) That a bankruptcy or insolvency proceeding is instituted
by or against Pledgor, or if a receiver is appointed for the property of
Pledgor, or if Pledgor makes an assignment for the benefit of creditors;
(c) Pledgor fails to perform any of the covenants contained in
this Security Agreement for a period of ten (10) days after written notice
thereof from Pledgee; or
(d) Pledgor materially breaches any term of the Separation
Agreement or Consulting Agreement, each of even date herewith and between
Pledgor and Pledgee, which breach, if curable, is not cured within thirty (30)
days after written notice thereof from Pledgee.
In the case of an event of default, as set forth above, Pledgee shall
have the right to accelerate payment of the Note upon notice to Pledgor (in the
cases of defaults under items (b), (c) or (d) above), and Pledgee shall
thereafter be entitled to pursue its remedies under the Nevada Commercial Code.
Without limiting the foregoing, Pledgor explicitly acknowledges that upon
default Pledgee will be entitled to take possession and ownership of all or any
part of the Shares and may, but will not be obligated to, retain them in
satisfaction of the amounts owed under the Note. In view of the Pledgee's
limited ability to resell the Shares, Pledgor agrees that if Pledgee elects to
retain the Shares in satisfaction of the Note balance and gives notice thereof
to Pledgor, Pledgor will not object under NRS 104.9505(2) to Pledgee's retention
thereof. Nothing herein shall require the Pledgor to proceed against the
Collateral in the event of a default.
7. WITHDRAWAL OR SUBSTITUTION OF COLLATERAL. Pledgor shall not sell,
withdraw, pledge, substitute or otherwise dispose of all or any part of the
Collateral without the prior written consent of Pledgee.
8. TERM. The pledge of the Shares shall continue until the payment of
all indebtedness secured hereby, at which time the Shares shall be promptly
delivered to Pledgor.
9. PLEDGEHOLDER LIABILITY. In the absence of willful or gross
negligence, Pledgeholder shall not be liable to any party for any of his acts,
or omissions to act, as Pledgeholder.
10. INVALIDITY OF PARTICULAR PROVISIONS. In the event any provision of
this Agreement is found to be invalid, illegal or unenforceable, the validity,
legality and enforceability of any of the remaining provisions shall not in any
way be affected or impaired thereby, and that provision shall be reformed,
construed and enforced to the maximum extent permissible, provided that this
Agreement shall not then substantially deprive either party of the initially
bargained-for performance of the other party. Any such invalidity, illegality or
unenforceability in any jurisdiction shall not invalidate or render illegal or
unenforceable such provision in any other jurisdiction.
11. SUCCESSORS OR ASSIGNS. Pledgor and Pledgee agree that all of the
terms of this Security Agreement shall be binding on their respective successors
and assigns, and that the term "Pledgor" and the term "Pledgee" as used herein
shall be deemed to include, for all purposes, the respective designees,
successors, assigns, heirs, executors and administrators.
-3-
12. GOVERNING LAW. This Security Agreement shall be interpreted and
governed under the laws of the State of Nevada.
13. COUNTERPARTS AND FACSIMILE SIGNATURE(S). This Security Agreement
may be executed simultaneously in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument. This Agreement may be executed and delivered originally by
facsimile, with an original to follow.
IN WITNESS WHEREOF, the parties hereto have executed this Security
Agreement as of the day and year first above written.
"PLEDGOR" XXXXXXX X. XXXX
/S/ XXX XXXX
-------------------------------------------------
(Signature)
Address: 0000 Xxxxxxxxxx Xxxxx
Xxxx, XX 00000
"PLEDGEE" IGO CORPORATION
By: /S/ XXXX XXXXX
-------------------------------------------------
Title: ACTING PRESIDENT & CHIEF EXECUTIVE OFFICER
------------------------------------------
Address: 0000 Xxxxxxx Xxxxx
Xxxx, XX 00000
-4-
ATTACHMENT C-1
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED I hereby sell, assign and transfer unto ____________
_________________________________________________________ (_____) shares of the
Common Stock of iGo Corporation, a Delaware corporation, standing in my name on
the books of said corporation and represented by Certificate
No(s)________________. herewith and do hereby irrevocably constitute and appoint
the Secretary or any Assistant Secretary of said corporation to transfer said
stock on the books of the within-named corporation with full power of
substitution in the premises.
Dated:
------------------------------------
Signature:
/S/ XXX XXXX
----------------------------
Xxxxxxx X. Xxxx
--------------------------------------------------------------------------------
NOTE: This Assignment Separate from Certificate was executed in conjunction with
the terms of a Security Agreement between the above assignor and iGo Corporation
dated March 26, 2001, for the purpose of enabling the assignee to exercise its
rights as a secured party thereunder without requiring additional signatures on
the part of the assignor.
--------------------------------------------------------------------------------
ATTACHMENT C-2
CONSENT OF SPOUSE
I, XXXXX XXXX XXXX, spouse of Xxxxxxx X. Xxxx, have read and approved
the foregoing Security Agreement and the exhibits thereto (the "AGREEMENT"). In
consideration of granting of the right to my spouse to borrow funds which are
the subject of the Agreement, I hereby appoint my spouse as my attorney-in-fact
in respect to the exercise of any rights under the Agreement and agree to be
bound by the provisions of the Agreement insofar as I may have any rights under
such Agreement or in any shares of iGo Corporation serving as collateral
pursuant thereto under the community property laws of the State of Nevada or
similar laws relating to marital property in effect in the state of our
residence as of the date of the signing of the Agreement.
Dated: March 26, 2001
Signature:
/S/ XXXXX XXXX XXXX
-------------------------------
Xxxxx Xxxx Xxxx
