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EXHIBIT 10.7
STOCK PLEDGE AGREEMENT
This Agreement is made and entered into as of August 27, 1997 between
Virage Logic Corporation, a California corporation (the "Company"), and
[______________] ("Pledgor").
RECITALS
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 [__________] shares of its common stock (the "Shares")
pursuant to the terms and conditions of that certain Founder's Restricted Stock
Purchase 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. C-[_], 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 Section 5 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 agent and not as a fiduciary.
2. REPRESENTATIONS AND WARRANTIES. Pledgor hereby
represents and warrants to the Company that Pledgor has good tide (both record
and beneficial) to the Collateral, free and clear of a 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 M, 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
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Collateral, or (h) 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 hill power
to sell, assign and deliver the whole or any part of the Collateral at any
broker's exchange or elsewhere, at public or private sale, at the option 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 disposition 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 Shares and is not in default under the
Note, Pledgor will be entitled to vote any shares 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.
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7. RIGHTS UNDER PURCHASE AGREEMENT. Pledgor understands
and agrees that the Company's rights to repurchase the Collateral under the
Purchase Agreement 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 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 and Section 8 of the Purchase Agreement constitute the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersede 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.
COMPANY PLEDGOR
By:
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[Signature]
Name:
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[Please Print Name]
Its:
