EXHIBIT 10.8
STOCK PLEDGE AGREEMENT
----------------------
THIS PLEDGE AGREEMENT (this "Pledge Agreement") is made as of December
----------------
29, 1997, between Xxxxx X. Xxxx ("Pledgor"), and Tuesday Morning Corporation, a
-------
Delaware corporation (the "Company").
-------
Pledgor has delivered to the Company a promissory note (the "Note") on
----
the date hereof. This Pledge Agreement provides the terms and conditions upon
which the Note is secured by a pledge to the Company of Pledgor's 207,149 shares
of the Company's common stock, $.01 par value per share, and 5,204.072 shares of
the Company's non-voting cumulative junior perpetual preferred stock
(collectively, 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,
Pledgor and the Company hereby agree as follows:
1. Pledge. Pledgor hereby pledges to the Company, and grants 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 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 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
cash dividends payable on the Pledged Shares as additional security hereunder.
4. Stock Dividends; Distributions, etc. If, while this Pledge
-----------------------------------
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 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 Texas 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, reasonable 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 (including
-------------------------
reasonable attorneys' fees) incurred in exercising any right, power or remedy
conferred by this Pledge Agreement or in 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. 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 represents
-------------------------------------
and warrants that it has good and valid title to all of the Pledged 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 or (ii) sell or otherwise
transfer any Pledged Shares or any interest therein.
-2-
9. Further Assurances. Pledgor agrees that at any time and 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 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 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.
12. Waivers, Amendments; Applicable Law. None of the terms or
-----------------------------------
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 parties hereunder shall together with the
rights and remedies of the parties hereunder, inure to the benefit of the
parties and their successors and assigns. This Pledge Agreement shall be
governed by, and be construed and interpreted in accordance with, the laws of
the State of Illinois.
* * * * *
-3-
IN WITNESS WHEREOF, this Pledge Agreement has been executed as of the
date first above written.
TUESDAY MORNING CORPORATION
By:___________________________
Its:___________________________
________________________________
XXXXX X. XXXX
