EXHIBIT 10.23
EXECUTIVE STOCK PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT is made as of June 30, 1995, between
Xxxx St. Pierre ("Pledgor"), and Corinthian Schools, Inc., a Delaware
corporation (the "Company").
The Company and Pledgor are parties to an Executive Stock
Agreement, dated June 30, 1995, pursuant to which Pledgor purchased 5,000 shares
of the Company's Class B Common Stock, $.01 par value per share (the "Pledged
Shares"), for an aggregate purchase price of $50,000. The Company has allowed
Pledgor to purchase the Pledged Shares by delivery to the Company of a
promissory note (the "Note") in the aggregate principal amount of $49,950.00.
This Pledge Agreement provides the terms and conditions upon which the Note is
secured by a pledge to the Company of the Pledged Shares.
NOW, THEREFORE, in consideration of the premises contained
herein and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, and in order to induce the Company to accept the
Note as partial payment for the Pledged Shares, Pledgor and the Company hereby
agree as follows:
1. Pledge. Pledgor hereby pledges to the Company, and grants
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to the Company a security interest in, the Pledged Shares as security for the
prompt and complete payment when due of the unpaid principal of and interest on
the Note and full payment and performance of the obligations and liabilities of
Pledgor hereunder.
2. Delivery of Pledged Shares. Upon the execution of this
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Pledge Agreement, Pledgor shall deliver to the Company the certificate(s)
representing the Pledged Shares, together with duly executed forms of assignment
sufficient to transfer title thereto to the Company.
3. Voting Rights: Cash Dividends. Notwithstanding anything to
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the contrary contained herein, during the term of this Pledge Agreement until
such time as there exists a default in the payment of principal or interest on
the Note or any other default under the Note or hereunder, Pledgor shall be
entitled to all voting rights with respect to the Pledged Shares and shall be
entitled to receive all cash dividends paid in respect of the Pledged Shares.
Upon the occurrence of and during the continuance of any such default, Pledgor
shall no longer be able to vote the Pledged Shares and the Company shall retain
all such
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cash dividends payable on the Pledged Shares as additional security hereunder.
4. Stock Dividends; Distributions, etc. If, while this Pledge
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Agreement is in effect, Pledgor becomes entitled to receive or receives any
securities or other property in addition to, in substitution of, or in exchange
for any of the Pledged Shares (whether as a distribution in connection with any
recapitalization, reorganization or reclassification, a stock dividend or
otherwise), Pledgor shall accept such securities or other property on behalf of
and for the benefit of the Company as additional security for Pledgor's
obligations under the Note and shall promptly deliver such additional security
to the Company together with duly executed forms of assignment, and such
additional security shall be deemed to be part of the Pledged Shares hereunder.
5. Default. If Pledgor defaults in the payment of the
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principal or interest under the Note when it becomes due (whether upon demand,
acceleration or otherwise) or any other event of default under the Note or this
Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the
Company may exercise any and all the rights, powers and remedies of any owner of
the Pledged Shares (including the right to vote the shares and receive dividends
and distributions with respect to such shares) and shall have and may exercise
without demand any and all the rights and remedies granted to a secured party
upon default under the Uniform Commercial Code of California or otherwise
available to the Company under applicable law. Without limiting the foregoing,
the Company is authorized to sell, assign and deliver at its discretion, from
time to time, all or any part of the Pledged Shares at any private sale or
public auction, on not less than ten days written notice to Pledgor, at such
price or prices and upon such terms as the Company may deem advisable. Pledgor
shall have no right to redeem the Pledged Shares after any such sale or
assignment. At any such sale or auction, the Company may bid for, and become the
purchaser of, the whole or any part of the Pledged Shares offered for sale. In
case of any such sale, after deducting the costs, attorneys' fees and other
expenses of sale and delivery, the remaining proceeds of such sale shall be
applied to the principal of and accrued interest on the Note; provided that
after payment in full of the indebtedness evidenced by the Note, the balance of
the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall
be entitled to the return of any of the Pledged Shares remaining in the hands of
the Company. Pledgor shall be liable for any deficiency if the remaining
proceeds are insufficient to pay the indebtedness under the Note in full,
including the fees of any attorneys employed by the Company to collect such
deficiency.
6. Costs and Attorneys' Fees. All costs and expenses
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(including reasonable attorneys' fees) incurred in exercising any right, power
or remedy conferred by this Pledge Agreement or in
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the enforcement thereof, shall become part of the indebtedness secured hereunder
and shall be paid by Pledgor or repaid from the proceeds of the sale of the
Pledged Shares hereunder.
7. Payment of Indebtedness and Release of Pledged Shares.
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Upon payment in full of the indebtedness evidenced by the Note, the Company
shall surrender the Pledged Shares to Pledgor together with all forms of
assignment.
8. No Other Liens: No Sales or Transfers. Pledgor hereby
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represents and warrants that he has good and valid title to all of the Pledge
Shares, free and clear of all liens, security interests and other encumbrances,
and Pledgor hereby covenants that, until such time as all of the outstanding
principal of and interest on the Note has been repaid, Pledgor shall not (i)
create, incur, assume or suffer to exist any pledge, security interest,
encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's
rights or a holder thereof, other than pursuant to this Agreement and the
Executive Stock Agreement, or (ii) sell or otherwise transfer any Pledged Shares
or any interest therein.
9. Further Assurances. Pledgor agrees that at any time and
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from time to time upon the written request of the Company, Pledgor shall execute
and deliver such further documents (including UCC financing statements) and do
such further acts and things as the Company may reasonably request in order to
effect the purposes of this Pledge Agreement.
10. Severability. Any provision of this Pledge Agreement which
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is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
11. No Waiver; Cumulative Remedies. The Company shall not by
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any act, delay, omission or otherwise be deemed to have waived any of its rights
or remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on any future occasion. No failure to exercise nor any delay in exercising on
the part of the Company, any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.
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12. Waivers, Amendments; Applicable Law. None of the terms or
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provisions of this Pledge Agreement may be waived, altered, modified or amended
except by an instrument in writing, duly executed by the parties hereto. This
Agreement and all obligations of the Pledgor hereunder shall together with the
rights and remedies of the Company hereunder, inure to the benefit of the
Company and its successors and assigns. This Pledge Agreement shall be governed
by, and be construed and interpreted in accordance with, the laws of the State
of California.
IN WITNESS WHEREOF, this Pledge Agreement has been executed as
of the date first above written.
CORINTHIAN SCHOOLS, INC.
By /s/ Xxxxx X. XxXxxx
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Its Vice President
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/s/ Xxxx St. Pierre
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CONSENT
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The undersigned spouse of Executive hereby ackowledges that I
have read the foregoing Executive Stock Pledge Agreement and that I understand
its contents. I am aware that the Pledge Agreement provides for a security
interest in my spouse's shares of Common Stock. I agree that my spouse's
interest in the Common Stock is subject to this Pledge Agreement and any
interest I may have in such Common Stock shall be irrevocably bound by this
Pledge Agreement and further that my community property interest, if any, shall
be similarly bound by this Pledge Agreement.
I am aware that the legal, financial and other matters
contained in the Pledge Agreement are complex and I am free to seek advice with
respect thereto from independent counsel. I have either sought such advice or
determined after carefully reviewing this Pledge Agreement that I will waive
such right.
/s/ Xxxx St. Pierre
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[Spouse]
/s/ Xxxx St. Pierre
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Witness
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SEE RESTRICTIONS ON TRANSFER ON THE REVERSE OF THIS CERTIFICATE
February 22, 1995
Incorporated under the laws [ARTWORK OF EAGLE of the State of Delaware
APPEARS HERE]
NUMBER SHARES
4 **1,667**
CORINTHIAN SCHOOLS, INC.
Authorized Shares: 9,000,000 Class A Common Stock, $.01 par value per share
500,000 Class B Common Stock, $.01 par value per share
This Certifies that Xxxx St. Pierre is the registered holder of One Thousand Six
Hundred Sixty-Seven (1,667) Shares of Class B Common Stock of Corinthian
Schools, Inc. transferable only on the books of the Corporation by the holder
hereof in person or by Attorney upon surrender of this Certificate properly
endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
offered this 30th day of June A.D. 1995
/s/ Xxxx St. Pierre /s/ Xxxxx X. Xxxxx
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Xxxx St. Pierre, Secretary Xxxxx X. Xxxxx, President
SEE RESTRICTIONS ON TRANSFER ON THE REVERSE OF THIS CERTIFICATE
February 22, 1995
Incorporated under the laws [ARTWORK OF EAGLE of the State of Delaware
APPEARS HERE]
NUMBER SHARES
3 **3,333**
CORINTHIAN SCHOOLS, INC.
Authorized Shares: 9,000,000 Class A Common Stock, $.01 par value per share
500,000 Class B Common Stock, $.01 par value per share
This Certifies that Xxxx St. Pierre is the registered holder of Three Thousand
Three Hundred Thirty-Three (3,333) Shares of Class B Common Stock of Corinthian
Schools, Inc. transferable only on the books of the Corporation by the holder
hereof in person or by Attorney upon surrender of this Certificate properly
endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
offered this 30th day of June A.D. 1995
/s/ Xxxx St. Pierre /s/ Xxxxx X. Xxxxx
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Xxxx St. Pierre, Secretary Xxxxx X. Xxxxx, President
