STOCK PLEDGE AGREEMENT
Agreement made September 25, 1995, between XXXXXX X. XXXXX,
("Pledgor") and HILB, XXXXX AND XXXXXXXX COMPANY, a Virginia
corporation, located at 0000 XXXXXXXX XXXXX, P. O. XXX 0000, XXXX
XXXXX, XXXXXXXX 00000-0000 ("Pledgee").
Recitals
At the time of the execution of this agreement the Pledgor
owed Pledgee the sum of $200,000 ("Indebtedness"), pursuant to
the terms of a promissory note, such funds having been advanced
to Pledgor for the purpose of a "bridge loan" to enable Pledgor
to purchase a house in Virginia prior to the sale of his
Pennsylvania house.
To induce the Pledgee to advance the Indebtedness, the
Pledgor has agreed to pledge with the Pledgee a certain amount of
the Pledgor's stock in Pledgee as security for the repayment of
the Indebtedness.
It is therefore agreed:
1. Pledge. As collateral for the Indebtedness, the
Pledgor hereby grants a security interest to the Pledgee in the
instrument of the following description:
37,325 common shares of Pledgee, represented by certificate
H 7587.
The Pledgor appoints the Pledgee his attorney to arrange for
the transfer of the pledged shares on the books of the company to
the name of the Pledgee. The Pledgee shall hold the pledged
shares as security for the repayment of the Indebtedness, and
shall not encumber or dispose of the shares except in accordance
with the provisions of paragraph 8 of this agreement. Pledgor
may order the sale of such pledged shares, provided he makes
arrangements satisfactory to Pledgee, in its sole exercise of its
reasonable business discretion, either to pay the note in full or
to substitute collateral.
2. Dividends. During the term of this pledge and so long
as Pledgor is not in default, all dividends and other amounts
shall be received by Pledgor.
3. Voting rights. During the term of this pledge, and so
long as the Pledgor is not in default in the performance of any
of the terms of this agreement or in the payment of the
Indebtedness, the Pledgor shall have the right to vote the
pledged shares on all corporate questions, and, where necessary
and requested, the Pledgee shall execute due and timely proxies
in favor of the Pledgor to this end.
4. Representations. The Pledgor warrants and represents
that there are no restrictions upon the transfer of any of the
pledged shares, other than any applicable securities laws, and
that the Pledgor has the right to transfer such shares free of
any encumbrances and without obtaining the consents of the other
shareholders.
5. Adjustments. In the event that, during the term of
this pledge, any share dividend, reclassification, readjustment,
or other change is declared or made in the capital structure of
the Pledgee, all new, substituted, and additional shares, or
other securities, issued by reason of any such change shall be
held by the Pledgee under the terms of this agreement in the same
manner as the shares originally pledged hereunder.
6. Warrants and rights. In the event that during the term
of this pledge, subscription warrants or any other rights or
options shall be issued in connection with the pledged shares,
such warrants, rights and options shall be immediately assigned
by the Pledgee to the Pledgor, and if exercised by the Pledgor
all new shares or other securities so acquired by the Pledgor
shall be immediately assigned to the Pledgee to be held under the
terms of this agreement in the same manner as the shares
originally pledged hereunder.
7. Payment of Indebtedness. Upon payment at maturity of
the Indebtedness, less amounts theretofore received and applied
by the Pledgee in reduction thereof, the Pledgee shall transfer
to the Pledgor all the pledged shares and all rights received by
the Pledgee as a result of this Agreement.
8. Default. In the event that the Pledgor defaults in the
performance of any of the terms of this agreement, or in the
payment of the Indebtedness, the Pledgee shall have the rights
and remedies provided in the Uniform Commercial Code in force in
the Commonwealth of Virginia at the date of this agreement and in
this connection, the Pledgee may, upon five days' notice to the
Pledgor, sent by registered mail, and without liability for any
diminution in price which may have occurred, sell all the pledged
shares in such manner and for such price as the Pledgee may
determine. At any bona fide public sale the Pledgee shall be
free to purchase all or any part of the pledged shares. Out of
the proceeds of any sale the Pledgee may retain an amount equal
to the Indebtedness, plus the amount of the expenses of the sale,
and shall pay any balance of such proceeds to the Pledgor. In
the event that the proceeds of any sale are insufficient to cover
the Indebtedness plus expenses of the sale, the Pledgor shall
remain liable to the Pledgee for any deficiency.
In witness whereof the parties have executed this agreement.
PLEDGOR: PLEDGEE:
HILB, XXXXX AND XXXXXXXX COMPANY
/s/ Xxxxxx X. Xxxxx /s/Xxxxxx X. Xxx
_______________________________ By:_______________________________
Xxxxxx X. Xxxxx Secretary
Its:_______________________________
FOR VALUE RECEIVED I, Xxxxxx X. Xxxxx, hereby sell, assign and
transfer unto HILB, XXXXX AND XXXXXXXX COMPANY THIRTY-SEVEN
THOUSAND THREE HUNDRED TWENTY-FIVE (37,325) Shares of its Common
Stock standing in my name on the books of said Corporation
represented by Certificate No. H 7587 herewith and do hereby
irrevocably constitute and appoint XXXXXX X. XXXXX or his
designee or successor or any other officer of said Corporation,
attorney to transfer the said stock on the books of the within
named Corporation with full power of substitution in the
premises.
Dated September 25, 1995
/s/ Xxxxxx X. Xxxxx
____________________________________
Xxxxxx X. Xxxxx
