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EXHIBIT 10.17
SECURITY AGREEMENT
THIS SECURITY AGREEMENT is made and entered into as of this 6th day of
April, 2000, by and between Informatica Corporation, a Delaware corporation
("Secured Party"), and Xxxxx Xxxxxxxx, an individual residing at 00 Xx Xxxxx
Xx., Xxxxxxx, XX 00000 ("Debtor").
In consideration of the mutual covenants contained herein and for other
good and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. The following terms have the following meanings:
(a) The term "Collateral" shall mean (i) the tangible assets
owned by Debtor as of the date hereof and described in Exhibit A attached hereto
and (ii) all Proceeds of the foregoing Collateral. For purposes of this Security
Agreement, the term "Proceeds" includes whatever is receivable or received when
Collateral or proceeds thereof is sold, collected, exchanged or otherwise
disposed of, whether such disposition is voluntary or involuntary, and includes,
without limitation, all rights to payment, including return premiums, with
respect to any insurance relating thereto.
(b) The term "Obligations" shall mean all of the unpaid
principal sum of that certain Secured Promissory Note in the original principal
amount of $2,600,000.00 of even date herewith (the "Note") evidencing the
indebtedness of Debtor to Secured Party.
(c) The term "UCC" shall mean the Uniform Commercial Code as the
same may, from time to time, be in effect in the State of California.
(d) Capitalized terms used herein shall have the meaning set
forth in the UCC unless otherwise set forth herein.
(e) The term "Event of Default" shall have the meaning set forth
in the Note.
2. Grant of Security Interest. As collateral security for prompt and
complete payment and performance under the Obligations, Debtor hereby assigns,
conveys, grants, pledges and transfers to and creates in favor of Secured Party
a security interest in the Collateral, including all Proceeds of the foregoing
and all accessions to, substitutions and replacements for the foregoing. Debtor
shall, upon execution of this Security Agreement, and of the Note as Maker (as
such term is defined in the Note), deliver all certificates representing the
Collateral together with a stock power executed in blank by Debtor and Debtor's
spouse with respect to such stock certificates to the Secretary of Secured Party
to be held in escrow until full satisfaction of Debtor's obligations hereunder
and under the Note with the authority to take all such actions and to
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effectuate all such transfers and/or releases as may be necessary or appropriate
to accomplish the objectives of this Security Agreement and the Note. In the
event that the Proceeds from the disposition of the Collateral are insufficient
to fully satisfy the amounts due and owing under the Note, Debtor shall, subject
to the limitations set forth in the UCC, be liable for any deficiency.
3. Representations, Warranties and Covenants. Debtor represents,
warrants and covenants that:
(a) Title. Apart from the security interest in the Collateral
granted to Secured Party hereunder, Debtor has good and valid title to the
Collateral, free and clear of any and all liens, charges, claims, security
interests or encumbrances of any kind whatsoever.
(b) Transfer of Collateral. Debtor shall not sell, assign,
transfer, encumber or otherwise dispose of any of the Collateral or any interest
therein without the prior written consent of Secured Party. If any such
encumbrance is imposed, Debtor shall give Secured Party immediate written
notice.
(c) Perfection. Debtor shall, upon demand, do all such acts as
Secured Party may reasonably request to establish and maintain a perfected
security interest in the Collateral, including, without limitation, executing a
financing statement in the form prescribed by the California Secretary of State.
4. Remedies. Upon the occurrence of any Event of Default hereunder, the
entire unpaid principal balance of the Note shall, at the option of the Secured
Party and without notice or demand of any kind to Debtor or any other person,
immediately become due and payable, and Secured Party may proceed to exercise
any and all of the rights and remedies of a secured party under the UCC and any
other remedies available at law or in equity, with respect to the Collateral.
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IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be executed as of the date first above written.
SECURED PARTY
INFORMATICA CORPORATION
a Delaware corporation
By:
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Its:
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DEBTOR
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Xxxxx Xxxxxxxx
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EXHIBIT A
DESCRIPTION OF COLLATERAL
30,000 shares of Common Stock of Informatica Corporation
