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EXHIBIT 10.1
INDEMNIFICATION AND PLEDGE AGREEMENT
This Indemnification and Pledge Agreement ("I&P Agreement") made as of
___________, 1996 between XXXXXXX ENTERPRISES, INC., a Delaware corporation
(the "Company") and _________________ (the "Executive").
WHEREAS, on December 9, 1993 the Board of Directors of the Company
established ownership requirements for its executives making it a requirement
that each executive own the Company's common stock in amount equal to a certain
multiple of the executive's base pay (the "Stock Ownership Guidelines"); and
WHEREAS, on October 10, 1996 the Board of Directors of the Company
established an Executive Stock Purchase Program whereby the Company would
guarantee the payments of loans from the City National Bank of Fort Xxxxx (the
"Bank") to the executives for the purpose of buying the Company's common stock
(the "Common Stock") in order to meet the Stock Ownership Guidelines; and
WHEREAS, the Executive has notified the Company that he desires to
enter into a loan agreement with the Bank and has requested that the Company
execute a guaranty for the benefit of the Bank (the "Guaranty"); and
WHEREAS, the Company and the Executive wish to set forth herein, the
terms and conditions under which the Company will be a guarantor as described
above.
NOW, THEREFORE, in consideration of the mutual agreements and
understandings set forth herein and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the Company and the
Executive hereby agree as follows:
1. LOAN. The Executive will enter into a loan agreement and note for
the benefit of the Bank, in a principal amount not to exceed
____________________________________________ Dollars ($__________) with said
principal sum to be due and payable three years from the date of the loan
agreement and note (the "Loan"). Executive shall be responsible for timely
making all payments of principal and interest accruing on such principal to the
Bank. The proceeds made available to Executive from the Bank shall be used by
Executive solely to purchase _____ shares of Common Stock.
2. INDEMNIFICATION. The Executive agrees to hold harmless
and indemnify the Company for any costs, expenses and judgments
the Company may suffer, including reasonable attorney's fees, as
a result or arising out of the Company entering into the
Guaranty.
3. PLEDGE OF COMMON STOCK. As collateral to secure the
Executive's obligations to the Company hereunder, the Executive
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agrees to and hereby does pledge, assign, transfer, deliver and grant to the
Company a continuing security interest in the _____ shares of Common Stock
which will be issued to the Executive (the "Pledged Shares"). The Executive
represents and warrants that upon the delivery of the certificates representing
the Pledged Shares, the Company will have a valid and perfected security
interest in the Pledged Shares. The Executive further agrees to execute and
deliver such documents as the Company may reasonably request, including, but
not limited to, certificates representing the Pledged Shares in suitable form
for transfer by delivery or duly executed instruments of transfer or assignment
in blank, all in form and substance satisfactory to the Company.
Upon payment in full, satisfaction and cancellation of the Loan, the
security interest in the Pledged Shares shall terminate and all rights in the
Pledged Shares shall revert to the Executive.
4. RIGHT OF SET-OFF. In addition to any other rights granted under
this I&P Agreement, in the event Executive's employment with the Company
terminates for any reason, the Company shall have, with respect to the
Executive's obligations to the Company hereunder a right of set-off with
respect to any claim or obligation of the Company to the Executive with respect
to or in connection with the termination of employment.
5. SEVERABILITY; ENFORCEMENT. If any provision of this I&P Agreement,
or the application thereof to any person, place, or circumstance shall be held
by a Court of competent jurisdiction to be invalid, unenforceable or void, the
remainder of this I&P Agreement and such provisions as applied to other
persons, places and circumstances shall remain in full force and effect.
6. GOVERNING LAW. This I&P Agreement shall be interpreted,
administered and enforced in accordance with the laws of the
State of Arkansas.
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The parties have duly executed this I&P Agreement as of the date first
written above.
XXXXXXX ENTERPRISES, INC.
By:_______________________
Xxxx X. Xxxxxxxxxxx
President & Chief Operating
Officer
0000 Xxxxxx Xxxxxx, Xxxxx 00-X
Xxxx Xxxxx, XX 00000-0000
EXECUTIVE
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NAME:
ADDRESS
