EXHIBIT 10.15
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (the "Agreement") is entered into as of
April 2, 2002, by and between XXXXXX XXXXXXXX ("Pledgor"), and iManage, Inc., a
Delaware corporation ("Lender").
Recitals
A. Lender has agreed to loan Pledgor the original principal amount of
$750,000 (the "Loan"). The Loan is evidenced by and subject to all of the terms
and conditions set forth in that certain Non-Recourse Secured Promissory Note,
dated the date hereof, executed by Pledgor in favor of Lender (the "Note"). All
capitalized terms used herein without definition have the meanings ascribed to
them in the Note.
B. Pledgor is the record and beneficial owner options to purchase stock
(the "Options") listed on Exhibit A hereto.
C. As a condition to making the Loan, Lender has required that Pledgor
secure Pledgor's obligations under the Note by pledging the shares or other
property realized upon exercise of options issued by the Lender to Pledgor to
purchase shares of the Common Stock of the Lender ("Lender Common Stock")
whether now existing or owned or hereafter created or acquired, in accordance
with the terms of this Agreement.
NOW, THEREFORE, in order to induce Lender to make the Loan to Pledgor,
the parties agree as follows:
1. Pledge.
(a) As security for the full and prompt performance of all
obligations described in Section 2 hereof, Pledgor hereby pledges, assigns and
delivers to Lender and grants to Lender a security interest in the following,
whether now existing or owned or hereafter created or acquired: the shares or
other property realized upon exercise of options issued by Lender to Pledgor to
purchase shares of Lender Common Stock, together with all proceeds and
substitutions thereof, all financial assets, security accounts, security
entitlements and investment property arising in connection with or realized
therefrom, all cash, stock and other moneys and property paid thereon, all
rights to subscribe for securities declared or granted in connection therewith,
and all other cash and noncash proceeds of the foregoing (all hereinafter called
the "Pledged Collateral").
(b) The term "Pledged Collateral" shall also include any securities,
instruments or distributions of any kind issuable, issued or received by Pledgor
upon conversion of, in respect of, or in exchange for any other Pledged
Collateral, including, but not limited to, those arising from a stock dividend,
stock split, reclassification, reorganization, merger, consolidation, sale of
assets or other exchange of securities or any dividends or other distributions
of any kind upon or with respect to the Pledged Collateral.
(c) Subject to Section 1(d) below, the certificate or certificates
for any securities of Lender obtained upon Pledgor's exercise of any of options
to purchase Lender Common Stock (the "Option Shares") and any other securities
included in the Pledged Collateral shall be promptly delivered by Pledgor to
Lender in a manner reasonably requested by Lender duly endorsed in blank or
together with duly executed stock assignments in favor of Lender. Upon the
occurrence and during the continuance of an Event of Default hereunder, Lender
may effect the transfer of any securities included in the Pledged Collateral
into the name of Lender and cause new certificates representing such securities
to be issued in the name of Lender. Pledgor will execute and deliver such
documents, and take or cause to be taken such actions, as Lender may reasonably
request to perfect or continue the perfection of Lender's security interest in
the Pledged Collateral.
(d) In the event Pledgor exercises options issued by Lender for
shares of Lender Common Stock and immediately sells the shares acquired as a
result of such exercise, Pledgor shall deliver, or cause to be delivered, to
Lender an amount equal to fifty percent (50%) of the proceeds of such sale
within three (3) trading days of completing such.
2. Obligations Secured. Pledgor is pledging the Pledged Collateral to
secure the prompt performance of all of Pledgor's obligations under the Note and
all of the Pledgor's obligations under this Agreement and the Deed of Trust (the
"Pledge Obligations").
3. Irrevocable Proxy/Voting Rights. So long as no Event of Default (as
defined below) shall have occurred and be continuing, subject to any other
applicable provision of this Agreement, Pledgor shall be entitled to exercise
any and all voting and other consensual rights pertaining to the Pledged
Collateral or any part thereof for any purpose not prohibited by the terms of
this Agreement. Lender shall execute and deliver (or cause to be executed and
delivered) to Pledgor all proxies and other instruments as Pledgor may
reasonably request for the purpose of enabling Pledgor to exercise the voting
and other rights which it is entitled to exercise pursuant to the authorization
above. Upon the occurrence and during the continuance of an Event of Default,
all rights of Pledgor to exercise the voting and other consensual rights which
it would otherwise be entitled to exercise hereunder shall cease upon notice
from Lender, whereupon all such rights shall become vested in Lender, who shall
thereupon have the sole right to exercise such voting and other consensual
rights until Lender gives notice to Pledgor of Lender's relinquishment of such
rights, whereupon all such rights shall be revested with Pledgor.
4. Events of Default. Each of the following shall constitute an event of
default ("Event of Default") hereunder:
(a) the occurrence of an Event of Default under the Note; or
(b) the breach of any provision of this Agreement by Pledgor or the
failure by Pledgor to observe or perform any of the provisions of this
Agreement; provided, that except in the case of a default under Section 9(b),
Pledgor shall have the right to cure any non-monetary default for a period of
fifteen (15) days following the occurrence of such breach.
5. Release of Pledge. Anything to the contrary herein notwithstanding,
Lender shall release the Pledged Collateral from pledge hereunder upon full
performance of all the Pledge
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Obligations and the termination or expiration of the Note. Notwithstanding the
foregoing, the Lender consents to any sale, transfer for fair value or
redemption of any or all shares of Lender Common Stock included in the Pledged
Collateral, pursuant to Section 1(d) so long as (a) fifty percent (50%) all
proceeds from any such sale, transfer or redemption of shares of Lender Common
Stock are first applied to the outstanding principal of and interest on the
Note, whether or not such amounts are then due, (b) and in the event that the
sale, transfer or redemption does not occur, such Pledged Collateral will be
returned to the Lender and remain subject to pledge hereunder. Notwithstanding
any other provision of this Agreement, on any such sale, transfer or redemption
of Lender Common Stock, an amount equal to fifty percent (50%) of the proceeds
of such sale, transfer or redemption shall be released from the Pledged
Collateral, to the extent such amount constitutes part of the Pledged
Collateral, to the Pledgor and not applied to the principal of or interest on
the Note or used to satisfy the other Pledge Obligations.
6. Continuing Agreement; Revocation; Obligations Under Other Agreement.
This is a continuing agreement and all rights, powers and remedies hereunder
shall apply to all Pledge Obligations, including those arising under successive
transactions which shall either continue the Pledge Obligations or increase or
decrease them, and notwithstanding the bankruptcy of Pledgor. The obligations of
Pledgor hereunder shall be in addition to any obligations of Pledgor or any
other person under any other pledges of security or guaranties for the Pledge
Obligations heretofore given, now or hereafter to be given to Lender.
7. Separate Actions; Waiver of Statute of Limitations; Reinstatement of
Liability. The obligations of Pledgor under this Agreement are independent of
the Pledge Obligations, and a separate action or actions may be brought and
prosecuted against Pledgor whether action is brought against any other person,
or whether any other person be joined in any such action or actions. Pledgor
acknowledges that there are no conditions precedent to the effectiveness of this
Agreement and that this Agreement is in full force and effect and is binding on
Pledgor as of the date hereof, regardless of whether Lender obtains additional
collateral or guaranties from others or take any other action contemplated by
Pledgor. Pledgor waives the benefit of any statute of limitation affecting his
liability hereunder or the enforcement thereof to the greatest legally
permissible extent, and agrees that any payment of any Pledge Obligations or
other act which shall toll any statute of limitation applicable thereto shall
also operate to toll such statute of limitation applicable to Pledgor on
liability hereunder. The liability of Pledgor hereunder shall be reinstated and
revived and the rights of Lender shall continue with respect to any amount paid
on account of the Pledge Obligations secured hereby which shall thereafter be
required to be restored or returned by Lender upon the bankruptcy or insolvency
of Pledgor or any other person or for any other reason, all as though such
amount had not been paid.
8. Representations and Warranties. Pledgor represents and warrants to
Lender as follows:
(a) the Pledged Collateral will be owned by Pledgor free and clear of
any security interests, liens or encumbrances (the "Right of Repurchase");
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(b) Pledgor has full power and authority to create a first lien on
the Pledged Collateral in favor of Lender and no disability or contractual
obligation exists which would prohibit Pledgor from pledging the Pledged
Collateral pursuant to this Agreement, and Pledgor will not assign, create or
permit to exist any other claim to, lien or encumbrance upon, or security
interest in any of the Pledged Collateral;
(c) this Agreement constitutes the legal, valid and binding
obligation of Pledgor, enforceable in accordance with its terms, except as the
enforceability thereof may be subject to or limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws relating to or
affecting the rights of creditors generally; and
(d) the Pledged Collateral is not the subject of any present or
threatened suit, action, arbitration, administrative or other proceeding, and
Pledgor knows of no reasonable grounds for the institution of any such
proceedings.
All the above representations and warranties shall survive the making of
this Agreement.
9. Covenants of Pledgor. So long as any of the Pledge Obligations
remains outstanding, Pledgor covenants and agrees as follows:
(a) Pledgor shall execute and deliver such documents and take all
such further action as Lender deems necessary to create, perfect, protect or
continue the lien contemplated hereby or to exercise or enforce its rights
hereunder;
(b) Pledgor shall not permit any security interest in or lien on the
Pledged Collateral, except in favor of Lender and as permitted under the
Agreement;
(c) Pledgor shall not change the place where Pledgor keeps any of his
records concerning the Pledged Collateral without giving Lender ten (10) days'
prior written notice of the address to which Pledgor is moving such books and
records;
(d) Pledgor shall take any actions necessary to keep the Pledged
Collateral free and clear of all liens, charges, adverse claims, defenses,
rights of setoff and counterclaims, except for Lender's Right of Repurchase; and
(e) Pledgor shall cause any additional shares of Lender Common Stock
or other securities issuable upon exercise of the options to purchase Lender
Common Stock to be acquired by Pledgor and not by any affiliate of Pledgor.
10. Powers of Lender. Pledgor appoints Lender as his true and lawful
attorney-in-fact effective only upon the occurrence and during the continuance
of an Event of Default to perform any of the following powers, which are coupled
with an interest, are irrevocable until termination of this Agreement, and may
be exercised from time to time by Lender's officers and employees, or any of
them, in their discretion, to take any action and to execute any instrument
which Lender may deem reasonably necessary or desirable to accomplish the
purposes of this Agreement, including, without limitation:
(a) to perform or cause the performance of any obligation of Pledgor
hereunder in Pledgor's name or otherwise;
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(b) to liquidate any Pledged Collateral prior to maturity and to
apply proceeds thereof to payment of the Pledge Obligations, notwithstanding the
fact that such liquidation may give rise to penalties or loss of rights; and
(c) to deposit or surrender control of the Pledged Collateral, or to
accept other property in exchange for the Pledged Collateral, subject otherwise
to this Agreement.
11. Cash Collateral Account. Any money received by Lender in respect of
the Pledged Collateral may, at Lender's option be retained in an interest
bearing cash collateral account in which Lender has a perfected security
interest and shall, for all purposes, be deemed Pledged Collateral hereunder.
12. Lender's Care and Delivery of Collateral. Lender's obligations with
respect to the Pledged Collateral in its possession shall be strictly limited to
the duty to exercise reasonable care in the custody and preservation of such
Pledged Collateral, and such duty shall not include any obligation to ascertain
or to initiate any action with respect to or to inform Pledgor of maturity
dates, conversion, call, exchange rights, offers to purchase the Pledged
Collateral or any similar matters, notwithstanding Lender's knowledge of these
matters. Lender shall not have any duty to take any steps necessary to preserve
the rights of Pledgor against prior parties or to initiate any action to protect
against the possibility of a decline in the market value of the Pledged
Collateral. Lender shall not be obligated to take any actions with respect to
the Pledged Collateral requested by Pledgor unless (a) such request is made in
writing and Lender determines, in its sole and absolute discretion, that the
requested actions would not unreasonably jeopardize the value of the Pledged
Collateral as security for the Pledge Obligations, and (b) Pledgor promptly
reimburses Lender for the fees and expenses incurred in undertaking such
actions. Such fees and expenses shall accrue interest at the rate of ten percent
(10%) per annum, and shall be secured by the Pledged Collateral, subject to all
of the terms and conditions of this Agreement. Lender may at any time deliver
the Pledged Collateral, or any part thereof, to Pledgor, and the receipt thereof
by Pledgor shall be a complete and full acquittance for the Pledged Collateral
so delivered, and Lender shall thereafter be discharged from any liability or
responsibility therefor.
13. Waivers. Pledgor hereby expressly waives, to the full extent legally
permissible, diligence, presentment, demand for payment, protest, benefit of any
statute of limitations in connection with the Pledge Obligations, discharge of
the Pledge Obligations due to any disability of Pledgor or any other Person, the
benefit of any act or omission by Lender which directly or indirectly results in
or aids the discharge of Pledgor or any other Person from any of the Pledge
Obligations by operation of law or otherwise, all notices whatsoever, including,
without limitation, notice of acceptance of this Agreement and the incurring of
the Pledge Obligations, and any requirement that Lender exhaust any right, power
or remedy or proceed against Pledgor or any other Person or any other security
for, or any other guarantor of, or any other party liable for, any of the Pledge
Obligations or any portion thereof. Pledgor specifically agrees that it will not
be necessary or required, and Pledgor shall not be entitled to require, that
Lender file suit or proceed to assert or obtain a claim for personal judgment
against any other Person for the Pledge Obligations or to make any effort at
collection or enforcement of the Pledge Obligations from any other Person or
foreclose against or seek to realize upon any security now or hereafter
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existing for the Pledge Obligations or file suit or proceed to obtain or assert
a claim for personal judgment against Pledgor or any other guarantor or other
Person liable for the Pledge Obligations or make any effort at collection of the
Pledge Obligations from any such Person or exercise or assert any other right or
remedy to which Lender is or may be entitled in connection with the Pledge
Obligations or any security or guaranty relating thereto or assert or file any
claim against the assets of any other Person, before or as a condition of
enforcing Pledgor's liability under this Agreement.
14. Remedies. Upon the failure of Pledgor to make any payment hereunder
after an Event of Default, Lender may do or cause to be done any one or more of
the following:
(a) proceed to realize upon the Pledged Collateral in any manner or
priority;
(b) following ten (10) days notice to Pledgor, sell, assign and
deliver all or any part of the Pledged Collateral in any manner permitted by
law, at any time and from time to time, at public or private sale, with or
without demand, for cash, upon credit or for future delivery, as Lender shall
deem appropriate. Each such purchaser at any such sale shall hold the property
sold absolutely, free from any claim or right on the part of Pledgor, and
Pledgor hereby waives (to the extent permitted by law) all rights of redemption,
stay and/or appraisal which it now has nor may at any time in the future have
under any rule of law or statute now existing or hereafter enacted;
(c) if notice to Pledgor is required, give written notice to Pledgor
ten (10) days prior to the date of public sale of the Pledged Collateral or
prior to the date after which private sale of the Pledged Collateral will be
made;
(d) at any public sale, bid or become a purchaser of the Pledged
Collateral or any part thereof (including, without limitation, by credit bid),
at such price as Lender deems proper, and hold the same thereafter in its own
right, free from any claims of Pledgor or any right of redemption, except as
required or permitted by applicable law;
(e) Lender shall not be obligated to make any sale of Pledged
Collateral if it shall reasonably determine not to do so, regardless of the fact
that notice of sale of Pledged Collateral may have been given. Lender may
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned. In case sale of all or any part of the Pledged Collateral is made on
credit or for future delivery, the Pledged Collateral so sold may be retained by
Lender until the sale price is paid by the purchaser or purchasers thereof, but
Lender shall not incur any liability in case any such purchaser or purchasers
shall fail to take up and pay for the Pledged Collateral so sold and, in case of
any such failure, such Pledged Collateral may be sold again upon like notice;
(f) as an alternative to exercising the power of sale herein
conferred upon it, Lender may proceed by a suit or suits, at law or in equity,
to foreclose this Agreement and to sell the Pledged Collateral or any portion
thereof pursuant to a judgment or decree of a court or courts of competent
jurisdiction;
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(g) the rights, privileges, powers and remedies of Lender shall be
cumulative and no single or partial exercise of any of them shall preclude the
further or other exercise of any of them. Any waiver, permit, consent or
approval of any kind by Lender of any Event of Default, or any such waiver of
any provisions or conditions thereof, must be in writing and shall be effective
only to the extent set forth in writing; and
(h) any proceeds of any disposition of the Pledged Collateral, or
any part thereof, may be applied by Lender to the payment of expenses incurred
by Lender in connection with the foregoing, including reasonable attorneys' fees
and expert witness fees, and the balance of such proceeds may be applied by
Lender toward the payment of the Pledge Obligations and in such order of
application as Lender may from time to time elect. Lender shall then pay any
balance to Pledgor.
If Lender, to exercise any of its rights and remedies hereunder,
determines that any consent, approval, authorization or other action of any
court or other governmental authority is required, then Pledgor shall take all
actions reasonably requested by Lender in order to facilitate Lender's obtaining
such consent, approval, authorization or action.
15. Valuation for Disposition. For all valuation purposes under this
Agreement, the fair market value per share of Pledged Collateral on any relevant
date shall be determined in accordance with the following provisions:
(a) If the Pledged Collateral is at the time traded on the Nasdaq
National Market, the fair market value shall be the average of the high and low
selling prices per share of Pledged Collateral on the date in question, as such
prices are reported by the National Association of Securities Dealers on the
Nasdaq National Market. If there is no average of the high and low selling
prices for the Pledged Collateral on the date in question, then the average of
the high and low selling prices on the last preceding date for which such
quotation exists shall be determinative of fair market value.
(b) If the Pledged Collateral is at the time listed on the American
Stock Exchange or the New York Stock Exchange, then the fair market value shall
be the average of the high and low selling prices selling prices per share of
Pledged Collateral on the date in question on the securities exchange serving as
the primary market for the Pledged Collateral, as such prices are officially
quoted in the composite tape of transactions on such exchange. If there is no
average of the high and low selling prices of Pledged Collateral on such
exchange on the date in question, then the fair market value shall be the
average of the high and low selling prices on the exchange on the last preceding
date for which such quotation exists.
(c) If the Pledged Collateral is at the time neither listed on any
securities exchange nor traded on the Nasdaq National Market, the fair market
value shall be at a purchase price mutually agreed to by Lender and Pledgor or,
if the parties cannot agree upon a purchase price, then at a purchase price
established by a majority of three independent appraisers knowledgeable of the
value of the Pledged Collateral, one named by Pledgor within 10 days after
written request by the Pledgor to do so, one named by Lender within such 10 day
period, and the third named by the appraisers selected by Pledgor and Lender,
with the appraisal to be rendered by such body within thirty days after the
appointment of the third appraiser. The cost of such
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appraisal, including all appraisers' fees, shall be charged against the proceeds
of sale as an expense of such sale.
16. Disposition of Collateral and Proceeds. Upon the transfer of all or
any part of the Pledge Obligations, Lender may transfer all or any part of the
Pledged Collateral and Lender shall be fully discharged thereafter from all
liability and responsibility with respect to any of the foregoing so
transferred, and the transferee shall be vested with all the rights and assume
all Lender's obligations hereunder with respect to the foregoing so transferred;
but with respect to any Pledged Collateral not so transferred, Lender shall
retain all rights and powers herein given.
17. Costs, Expenses and Attorneys' Fees. Pledgor shall reimburse Lender
for all out-of-pocket costs and expenses, including, without limitation,
reasonable attorneys' fees expended or incurred by Lender to enforce this
Agreement (including, without limitation, those arising in connection with the
custody of, the sale of, or other action upon, any of the Pledged Collateral or
the failure by Pledgor to perform or observe any of the provisions hereof). All
payments, advances, charges, costs and expenses, including reasonable attorneys'
fees and expert witness fees, made or incurred by Lender in exercising any
right, power or remedy conferred by this Agreement or in the enforcement
thereof, shall be paid to Lender by Pledgor promptly and without demand,
together with interest at the rate of five percent (5%) per annum.
18. Indemnification. Pledgor shall indemnify, defend and hold harmless
Lender, and its directors, officers, employees, agents and counsel against all
losses, claims, demands and liabilities of every kind caused by or relating to
the Pledged Collateral subject hereto, except for losses, claims, demands or
liabilities resulting from Lender's gross negligence or willful misconduct. To
the extent that the foregoing undertaking to indemnify, defend and hold harmless
may be unenforceable because it is violative of law or public policy, Pledgor
shall contribute the maximum portion which it is permitted to pay and satisfy
under applicable law, to the payment and satisfaction of all indemnified matters
incurred by Lender or any of the other indemnified Persons described in this
Section 18. The foregoing undertaking shall survive the termination of this
Agreement.
19. Notices. Unless otherwise provided herein, all notices, demands and
requests that either party is required or elects to give to the other shall be
in writing, shall be delivered personally against receipt, or sent by recognized
overnight courier service, or mailed by registered or certified mail, return
receipt requested, postage prepaid, or sent by facsimile, and shall be addressed
to the party to be notified as follows:
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If to Lender: iManage, Inc.
000 Xxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx, President and CEO
Facsimile: (000) 000-0000
with copy to: Xxxx Xxxx Xxxx & Freidenrich
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Victoria W-Y Xxx, Esq.
Facsimile: (000) 000-0000
If to Pledgor: Xxxxxx Xxxxxxxx
0000 Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
or to such other address as each party may designate for itself by like notice.
Any such notice, demand, or request shall be deemed given when received if
personally delivered or sent by overnight courier or when deposited in the
United States mails, postage paid, if sent by registered or certified mail, or
when fax confirmation received, if sent by facsimile.
20. Entire Agreement; Amendment. This Agreement constitutes the entire
agreement between Pledgor and Lender with respect to the subject matter hereof
and supersedes all prior or contemporaneous negotiations, communications,
discussions and correspondence concerning the subject matter hereof. This
Agreement may be amended or modified only with the written consent of Lender.
21. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of Pledgor and Lender and their respective successors and assigns,
except that Pledgor shall not have the right to assign his rights and
obligations hereunder or any interest herein without Lender's prior written
consent.
22. Choice of Law and Venue. This Agreement shall be construed in
accordance with, and the rights of the parties shall by governed by, the law of
the State of California, without giving effect to conflicts of law principles.
PLEDGOR AND LENDER CONSENT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL
COURT LOCATED IN THE STATE OF CALIFORNIA AND WAIVE ANY OBJECTION RELATING TO
IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING BY SUCH
COURT.
23. Severability. If any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity without invalidating the remainder
of such provision or any remaining provisions of this Agreement.
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24. Counterparts. This Agreement may be executed in separate
counterparts, each of which, when so executed, shall be deemed to be an original
and all of which, when taken together, shall constitute but one and the same
agreement.
25. Survival. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, notwithstanding any
investigation made by Lender or any of its representatives or agents.
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IN WITNESS WHEREOF, the parties hereto executed this Agreement as of the
date first above written.
PLEDGOR:
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Xxxxxx Xxxxxxxx
LENDER: iManage, Inc.
By:
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Title:
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CONSENT OF SPOUSE OF PLEDGOR:
I, Xxxxxxx X. Xxxxxxxx, agree to be bound by and accept the provisions
of this Stock Pledge Agreement and the Account Control Agreement with respect to
my community property interest in the Pledged Collateral.
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Xxxxxxx X. Xxxxxxxx
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EXHIBIT A
DESCRIPTION OF THE OPTION SHARES
Stock options granted to Pledgor on December 4, 2000 covering 435,000
shares of Common Stock of iManage, Inc., a Delaware corporation
Stock options granted to Pledgor on October 16, 2001 covering 250,000
shares of Common Stock of iManage, Inc., a Delaware corporation under the
iManage 1997 Stock Option Plan
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