1
Exhibit 10(m)
MANAGEMENT STOCK PLEDGE AGREEMENT
Date: As of July 20, 1999
XXXXXX XXXX XXXXXXX (the "Debtor") and MOBILE AMERICA CORPORATION, a Florida
corporation (the "Secured Party"), agree as follows:
1 SECURITY INTEREST. In consideration of a loan to the Debtor
from the Secured Party to enable the Debtor to purchase shares of the
Secured Party's Common Stock pursuant to the Debtor's Employment
Agreement with Secured Party dated as of the date hereof, the Debtor
hereby pledges to the Secured Party and gives the Secured Party a
continuing and unconditional security interest (the "Security
Interest") in the following described property and in all increases and
profits therefrom, in all substitutions therefor and in all proceeds
thereof in any form (the "Collateral"): 150,000 shares of Common Stock
of Mobile America Corporation purchased from the issuer in a private
offering. The Debtor has deposited with, and the Secured Party hereby
acknowledges receipt of, stock certificates for the Collateral,
together with stock powers endorsed in blank by the Debtor.
2 INDEBTEDNESS SECURED. This Agreement and the Security Interest
created by it secure payment of all obligations of any kind owing by
the Debtor to the Secured Party (the "Indebtedness") pursuant to a
Promissory Note of even date herewith executed pursuant thereto by the
Debtor in favor of the Secured Party (the "Note"). The Note, this
Agreement and any other documents executed in connection therewith are
referred to collectively as the "Transaction Documents."
3 WARRANTIES OF DEBTOR. Debtor represents and warrants and, so
long as the Indebtedness remains unpaid, shall be deemed continuously
to represent and warrant that (a) each item constituting Collateral is
genuine and in all respects what it purports to be; (b) Debtor is the
owner of the Collateral free of all security interests or other
encumbrances except the Security Interest; and (c) Debtor is authorized
to enter into this Security Agreement.
4 IRREVOCABLE PROXY. The Debtor irrevocably constitutes and
appoints the Secured Party, as the Debtor's Proxy with full power to
(a) attend all meetings of shareholders of the issuer of the Collateral
(the "Company") held after the date of this Agreement and to vote the
Collateral at those meetings in such manner as the Secured Party shall
in its sole discretion deem appropriate; (b) to consent in the sole
discretion of the Secured Party to any action by or concerning the
Company for which the consent of the shareholders of the Company is or
may be necessary or appropriate; and (c) without limitation to do all
things which the Debtor could do as a shareholder of the Company,
giving to the Secured Party full power of substitution and revocation.
Notwithstanding the foregoing, the Debtor alone shall have the rights
under this paragraph and the Secured Party may not exercise those
rights so long as no Event of Default has occurred. The proxy contained
in this paragraph shall terminate when this Security Agreement
terminates as provided in Paragraph 10. The Debtor hereby revokes all
proxies heretofore given to any person or persons and agrees not to
give any other proxies in derogation of this proxy so long as this
Security Agreement is in force.
5 COVENANTS OF DEBTOR. So long as this Agreement has not been
terminated as provided in Paragraph 10, the Debtor (a) will defend the
Collateral against the claims of all persons; (b) will keep the
Collateral free from all security interests or other encumbrances
except the Security Interest; (c) will not assign, sell, transfer,
deliver or otherwise dispose of the Collateral or any interest therein
or attempt to do the same without the prior written consent of the
Secured Party; (d) will notify the Secured Party promptly in writing of
any change in the Debtor's address, name or identity specified above;
and (e) will
44
2
pay taxes, assessments and other charges of every nature which may be
levied or assessed against the Collateral.
6 INCOME AND COLLATERAL. Any cash dividends paid by the Company
with respect to the Collateral shall be automatically credited against
amounts then due under the Indebtedness, but any dividends in excess of
amounts then due under the Indebtedness shall be paid to the Debtor and
shall not be applied to prepay the Indebtedness unless the Debtor
directs otherwise.
7 INCREASES, PROFITS OR DISTRIBUTIONS.
a) Whether or not an Event of Default has occurred, the
Debtor authorizes the Secured Party (i) to receive any
increase in or stock dividends on the Collateral (other than
cash dividends) and any distribution upon the dissolution and
liquidation of the issuer of any Collateral; (ii) to surrender
such Collateral or any part thereof in exchange therefor; and
(iii) to hold the receipt from any such distribution or
increase as part of the Collateral.
b) If the Debtor receives any such increase, profits or
distribution, the Debtor will deliver such receipts promptly
to the Secured Party to be held by the Secured Party as
provided in this paragraph.
8 DEFAULT.
a) Any of the following events or conditions shall
constitute an "Event of Default" hereunder: (i) non-payment of
any Indebtedness when due for more than 15 days after notice
of default, or failure by the Debtor to perform any
obligations under this Agreement or any other Transaction
Document after written notice of default and a reasonable
opportunity to cure; (ii) filing by the Debtor of a petition
in bankruptcy or for reorganization under any bankruptcy,
reorganization, compromise arrangement, insolvency,
readjustment or debt dissolution, liquidation or similar law
of any jurisdiction; (iii) the making of a general assignment
by the Debtor for the benefit of creditors; or (iv) filing
against the Debtor of any petition in bankruptcy or for
reorganization or for the appointment of a receiver, trustee,
custodian or similar official for the Debtor or for any of the
Debtor's assets as to which the Debtor by any act indicates
its approval therefor or consent or acquiescence therein, or
entry of an order approving such petition or such appointment
which remains unstayed and in effect for more than 30 days.
b) The Secured Party may declare all or any part of the
Indebtedness to be immediately due without notice upon the
happening of any Event of Default.
c) Upon the happening of any Event of Default, the
Secured Party's rights with respect to the Collateral shall be
those of a secured party under the Uniform Commercial Code and
under any other applicable law from time to time in effect.
The Secured Party shall also have any additional rights
granted herein and any other agreement now or hereafter in
effect between the Debtor and the Secured Party. If requested
by the Secured Party, the Debtor will assemble the Collateral
and make it available to the Secured Party at a place to be
designated by the Secured Party.
d) The Debtor agrees that any notice by the Secured
Party of the sale or disposition of Collateral or any other
intended action hereunder whether required by the Uniform
Commercial Code or otherwise, shall constitute reasonable
notice to the Debtor if the notice is mailed by certified
mail, postage prepaid, at least fifteen days before the action
to the Debtor's address as specified in this Agreement or to
any other address which the Debtor has specified in writing to
the Secured Party as the address to which notices shall be
given to the Debtor.
e) The Debtor shall be liable for any deficiency in the
event that disposition of the Collateral does not satisfy the
Indebtedness in full.
45
3
9 MISCELLANEOUS.
a) In the event of any litigation arising out of or
relating to this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees and expenses from the
losing party, whether incurred before or at trial, on appeal
or in insolvency proceedings.
b) The Debtor appoints the Secured Party as the Debtor's
attorney-in-fact to perform all acts which the Secured Party
deems appropriate to perfect and continue the Security
Interest, to protect and preserve the Collateral and to
indorse and transfer all or any part of the Collateral.
c) Upon the Debtor's failure to perform any of its
duties hereunder, the Secured Party may, but it shall not be
obligated to, perform any of such duties and the Debtor shall
forthwith upon demand reimburse the Secured Party for any
expense incurred by the Secured Party in so doing.
d) No delay or omission by the Secured Party in
exercising any right hereunder or with respect to any
Indebtedness shall operate as a waiver of that or any other
right and no single right, and no single or partial exercise
of any right shall preclude the Secured Party from any other
or further exercise of that right or the exercise of any other
right or remedy. The Secured Party may cure any default by the
Debtor in any reasonable manner without waiving the default so
cured and without waiving any other prior or subsequent
default by the Debtor. All rights and remedies of the Secured
Party under this Agreement and under the Uniform Commercial
Code shall be deemed cumulative.
e) The terms "Secured Party" and "Debtor" as used in
this Agreement include the heirs, personal representatives and
successors or assigns of those parties.
f) This Agreement may not be modified or amended nor
shall any provision of it be waived except by in writing
signed by the Debtor and by an authorized officer of the
Secured Party.
g) This Agreement shall be construed under the Uniform
Commercial Code of Florida and any other applicable Florida
laws in effect from time to time.
h) This Agreement is a continuing agreement which shall
remain in force until all the Indebtedness shall be paid in
full.
10 WAIVER. The Debtor hereby waives any rights Debtor may have to
notice and a hearing before possession or sale of collateral
is effected by Secured Party by self-help, repletion,
attachment or otherwise.
/s/ Xxxxxx Xxxx Xxxxxxx
------------------------------
XXXXXX XXXX XXXXXXX
Debtor
MOBILE AMERICA CORPORATION
By
-----------------------------
Its:
-------------------------
Secured Party
46
