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Exhibit 99.8
PLEDGE AGREEMENT
STATE OF NORTH CAROLINA
COUNTY OF CATAWBA
THIS AGREEMENT, made this 31st day of January, 2000, between Xxxxx X.
Xxxxxxxxxx, Xx., of Hickory, Catawba County, North Carolina, hereinafter called
the "PLEDGOR' and Xxxxxxxx Xxxxxxxx, of Valdese, North Carolina, hereinafter
collectively the "PLEDGEE".
WHEREAS, a loan has been approved from the Pledgee to the Pledgor in
the amount of Sixty Thousand Four Hundred Thirty-Two and No/100 Dollars
($60,432.00); and
WHEREAS, to induce the Pledgee to make such loan, the Pledgor has
agreed to pledge certain stock to the Pledgee as security for the repayment of
such loan.
IT IS, THEREFORE, AGREED:
1. PLEDGE:
In consideration of the Pledgee agreeing to a loan to the Pledgor in
the amount of Sixty Thousand Four Hundred Thirty-Two and No/100 Dollars
($60,432.00), the Pledgor hereby grants a security interest to the Pledgee in
the following:
(a) Certificates representing 7,554 shares of the common
stock of Fresh Foods, Inc. In the event of default,
the Pledgor hereby appoints Xxxxxxx X. Xxxxxx, to
arrange for the transfer of the pledge shares on the
books of the corporation to the name of the Pledgee.
Such certificates shall be held by Xxxxxxx X. Xxxxxx
as security for the repayment of the loan made at the
time of the execution hereof, and he shall not
encumber or dispose of such shares except in
accordance with the provisions of this Agreement.
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2. DIVIDENDS:
During the term of this Pledge, all dividends and other amounts
received by the Pledgor as a result of her record ownership of the pledged
shares shall be applied by her to the payment of the principal and interest on
the loan. This provision shall not be construed to include any amount paid to
the Pledgor as a result of services rendered or to retirement plan presently
existing or created by the company.
3. VOTING RIGHTS:
During the term of this pledge, and so long as the Pledgor is not in
default in the performance of any of the terms of this Agreement or in the
payment of the principal or interest to the loan, pursuant to the provisions of
a Promissory Note dated the 31st day of January, 2000, the term and conditions
of the same being incorporated herein by reference, the Pledgor shall have the
right to vote the pledged shares on all corporate questions and matters.
4. REPRESENTATIONS:
The Pledgor warrants and represents that there are no restrictions upon
the transfer of any of the pledged shares, other than may appear on the face of
the certificates, and that the Pledgor has the right to transfer such shares
free of any encumbrances and without obtaining the consent of the other
shareholders in the corporation.
5. ADJUSTMENTS:
In the event that , during the term of this pledge, any share dividend,
reclassification, readjustment or other change is declared or made in the
capital structure of the corporation which has issued the pledged shares, all
new, substituted and additional shares, or other securities, issued by reason of
any such change shall be held
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by the Pledgee under the terms of this Agreement in the same manner as the
shares originally pledged hereunder.
6. PAYMENT OF LOAN:
Upon payment in full of the principal and interest of the loan, the
pledged shares shall be returned to the Pledgor.
7. DEFAULT:
In the event that the Pledgor defaults in the performance of any of the
terms of this Agreement (including the Promissory Note), or in the payment at
maturity of the principal or interest of the loan, the Pledgee shall have the
rights and remedies provided in the Uniform Commercial Code in force in the
State of North Carolina at the date of this Agreement and in this regard, the
Pledgee may, upon fifteen (15) days' notice to the Pledgor sent by registered
mail, and without liability or any diminution in price which may have occurred
sell all the pledged shares in such manner and for such price as the Pledgee may
determine. At any sale of the common stock that is subject to this Agreement,
the Pledgee or any stockholder in the corporation subject to this Agreement
shall be free to purchase all or any part of the pledged shares. Out of the
proceeds of any sale the Pledgee may retain an amount equal to the principal and
interest necessary to repay the loan in full, plus the amount of the expenses of
the sale (including reasonable attorneys' fees), and shall pay any balance of
such proceeds to the Pledgor. In the event that the proceeds of any sale are
insufficient to cover the principal and interest of the loan plus expenses of
the sale , the Pledgor shall remain liable to the Pledgee for any deficiency.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PLEDGOR:
/s/ Xxxxx X. Xxxxxxxxxx, Xx. (SEAL)
Xxxxx X. Xxxxxxxxxx, Xx.
PLEDGEE:
/s/ Xxxxxxxx Xxxxxxxx (SEAL)
Xxxxxxxx Xxxxxxxx
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