<PAGE>
Exhibit 10.2
SECOND AMENDMENT TO SECURITY AGREEMENT
This SECOND AMENDMENT TO SECURITY AGREEMENT (the "Amendment") is made as of
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the 1st day of April, 2000 by and between Vicinity Corporation, a Delaware
corporation ("Pledgee") and Emerick M. Woods ("Pledgor").
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WHEREAS, Pledgee and Pledgor are parties to that certain SECURITY AGREEMENT
dated as of July 14, 1999 (as amended by the Amendment to Security Agreement
dated as of November 1, 1999, the "Original Agreement"), a copy of which
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agreement as so amended is attached hereto as Exhibit A, pursuant to which
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Pledgor pledged shares of common stock of Pledgee for which Pledgor has
exercised his rights under the Pledgee's 1996 Incentive Option Plan.
WHEREAS, in addition to the pledge of shares of common stock of Pledgee,
Pledgor has agreed to be personally liable for the obligations secured by the
Original Agreement.
WHEREAS, on the date hereof Pledgor desires to pledge 536,251 vested shares
of common stock with are subject to the Original Agreement to a third party.
WHEREAS, (i) on the date hereof Pledgor has vested into an additional
19,898 shares of common stock of Pledgor, (ii) Pledgor will vest into a further
19,898 shares on the first of each of the next ten months and (iii) Pledgor
agrees to pledge all of such shares as they vest to Pledgee hereunder.
WHEREAS, Pledgee has conducted its initial public offering and the value of
the shares of common stock of Pledgee to be pledged by Pledgor in favor of
Pledgee can be determined and the value of such shares far exceeds the current
value of the Loan.
WHEREAS, the parties hereto now wish to amend the Original Agreement as
provided herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties hereto mutually agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein
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shall have the respective meanings assigned to such terms in the Original
Agreement.
2. Amendments to Original Agreement.
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(a) Section 1 of the Original Agreement is hereby amended to read in
its entirety as follows:
"1. Creation and Description of Security Interest. In
---------------------------------------------
consideration of the Loan, Pledgor, pursuant to the Commercial Code of the
State of California,
<PAGE>
hereby pledges to Pledgee up to 218,886 shares (the "Shares") of common
stock (or any proceeds therefrom) representing that portion of the shares
of common stock of Pledgee for which Pledgor has exercised his rights under
the Pledgee's 1996 Incentive Option Plan and which remain free of any other
pledge by Pledgee to any third party. Any Shares now owned are hereby
delivered to Pledgee, duly endorsed in blank or with executed stock powers.
Any Shares hereafter acquired shall be promptly delivered to Pledgee, duly
endorsed in blank or with executed stock powers. Pledgee or its agent shall
hold the Shares subject to the terms and conditions of this Security
Agreement.".
3. No Further Changes. Except as expressly set forth herein, the terms
------------------
and conditions of the Original Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Security
Agreement as of the day and year first above written.
PLEDGEE" VICINITY CORPORATION
a Delaware corporation
By: /s/ Herb Dwight
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Name: Herb Dwight
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Title: Chairman
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"PLEDGOR" /s/ Emerick M. Woods
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Emerick Woods
Address: 1417 Lowr Paseo La Cresta
Palos Verdes Estates, CA 90274
CONSENT OF SPOUSE
I consent to the terms of this Security Agreement for purposes of any
community property interest that I may have in the rights and property subject
to this Security Agreement.
/s/ Susan Woods
---------------------------------
Susan Woods
<PAGE>
Exhibit A
SECURITY AGREEMENT
This Security Agreement is made as the 14th day of July 1999 by and between
Vicinity Corporation, a California corporation ("Pledgee"), and Emerick Woods
("Pledgor").
Recitals
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Pursuant to Pledgee's extension of a loan to Pledgor (the "Loan") under
that certain Loan Agreement of even date herewith (the "Loan Agreement"),
Pledgee and Pledgor have agreed to enter into this Security Agreement to provide
for a security interest in certain shares of Pledgor's capital stock in order to
secure the Promissory Note evidencing the Loan (the "Promissory Note").
NOW, THEREFORE, it is agreed as follows:
1. Creation and Description of Security Interest. In consideration of the
---------------------------------------------
Loan, Pledgor, pursuant to the Commercial Code of the State of California,
hereby pledges to Pledgee all of Pledgee's capital stock (or any proceeds
therefrom) now owned or hereafter acquired by Pledgor (herein sometimes referred
to as the "Shares"). Any Shares now owned are hereby delivered to Pledgee, duly
endorsed in blank or with executed stock powers. Any Shares hereafter acquired
shall be promptly delivered to Pledgee, duly endorsed in blank or with executed
stock powers. Pledgee or its agent shall hold the Shares subject to the terms
and conditions of this Security Agreement.
The pledged stock (together with an executed blank stock assignment in the
form attached hereto as Exhibit A for use in transferring all or a portion of
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the Shares to Pledgee if, as and when required pursuant to this Security
Agreement) shall be held by Pledgee as security for the repayment of the
Promissory Note, and any extensions or renewals thereof, to be executed by
Pledgor and Pledgee. Pledgee shall not encumber or dispose of such Shares
except in accordance with the provisions of this Security Agreement.
2. Pledgor's Representations and Covenants. To induce Pledgee to enter
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into this Security Agreement, Pledgor represents and covenants to Pledgee, its
successors and assigns, as follows:
` (a) Payment of Indebtedness. Pledgor will pay the principal sum of
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the Promissory Note(s) secured hereby, together with interest thereon, at the
time and in the manner provided in the Promissory Note.
(b) Encumbrances. The Shares are free of all other encumbrances,
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defenses and liens, and Pledgor will not further encumber the Shares without the
prior written consent of Pledgee.
<PAGE>
Exhibit A
3. Voting Rights. During the term of this pledge and so long as all
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payments of principal and interest are made as they become due under the terms
of the Promissory Note, Pledgor shall have the right to vote all of the Shares.
4. Warrants and Rights. In the event that, during the term of this
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pledge, subscription warrants or other rights or options shall be issued in
connection with the pledged Shares, such rights, warrants and options shall be
the property of Pledgor and, if exercised by Pledgor, all new stock or other
securities so acquired by Pledgor as it relates to the pledged Shares then held
by Pledgee shall be immediately delivered to Pledgee, to be held under the terms
of this Security Agreement in the same manner as the Shares pledged.
5. Withdrawal or Substitution of Collateral. Pledgee shall not sell,
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withdraw, pledge, substitute or otherwise dispose of all or any part of the
Shares without the prior written consent of Pledgor.
6. Term. The within pledge of Shares shall continue until the payment or
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forgiveness of all indebtedness secured hereby, at which time the Shares shall
be promptly delivered to Pledgor.
7. Pledgee Liability. In the absence of willful or gross negligence,
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Pledgee shall not be liable to any party for any of his acts, or omissions to
act, as Pledgee.
8. Invalidity of Particular Provisions. Pledgor and Pledgee agree that
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the enforceability or invalidity of any provision or provisions of this Security
Agreement shall not render any other provision or provisions herein contained
unenforceable or invalid.
9. Successors or Assigns. Pledgor and Pledgee agree that all of the
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terms of this Security Agreement shall be binding on their respective successors
and assigns, and that the term "Pledgor" and the term "Pledgee" as used herein
shall be deemed to include, for all purposes, the respective designees,
successors, assigns, heirs, executors and administrators.
10. Governing Law. This Security Agreement shall be interpreted and
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governed under the laws of the State of California.
<PAGE>
Exhibit A
IN WITNESS WHEREOF, the parties hereto have executed this Security
Agreement as of the day and year first above written.
PLEDGEE" VICINITY CORPORATION
a California corporation
By: ___________________________________________
Name: _________________________________________
Title: ________________________________________
"PLEDGOR" ____________________________________________
Emerick Woods
Address: Palos Verdes Estates
2805 Via Barri
Palos Verdes Estates, CA 90274
CONSENT OF SPOUSE
I consent to the terms of this Security Agreement for purposes of any
community property interest that I may have in the rights and property subject
to this Security Agreement.
_______________________________________
Name: _________________________________
<PAGE>
Exhibit A
AMENDMENT TO SECURITY AGREEMENT
This AMENDMENT TO SECURITY AGREEMENT (the "Amendment") is made as of the
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1st day of November, 1999 by and between Vicinity Corporation, a California
corporation ("Pledgee") and Emerick M. Woods ("Pledgor").
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WHEREAS, Pledgee and Pledgor are parties to that certain SECURITY
AGREEMENT dated as of July 14, 1999 (the "Original Agreement"), a copy of which
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is attached hereto as Exhibit A.
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WHEREAS, pursuant to the Original Agreement, Pledgor pledged up to
955,137 shares of common stock of Pledgee to Pledgee.
WHEREAS, in addition to the pledge of shares of common stock of
Pledgee, Pledgor has agreed to be personally liable for the obligations secured
by the Original Agreement.
WHEREAS, on the date hereof Pledgor desires to transfer 200,000 shares
of common stock to a trust for the benefit of his children.
WHEREAS, the parties hereto now wish to amend the Original Agreement
as provided herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties hereto mutually agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined
-----------
herein shall have the respective meanings assigned to such terms in the Original
Agreement.
2. Amendments to Original Agreement.
--------------------------------
(a) Section 1 of the Original Agreement is hereby amended to read
in its entirety as follows:
"1. Creation and Description of Security Interest. In
---------------------------------------------
consideration of the Loan, Pledgor, pursuant to the Commercial Code of the
State of California, hereby pledges to Pledgee up to 755,137 shares (the
"Shares") of common stock (or any proceeds therefrom) representing the
vested portion of the 955,137 shares of common stock for which Pledgor has
exercised his rights under the Pledgee's 1996 Incentive Option Plan less
200,000 shares transferred by Pledgor to a family trust. Any Shares now
owned are hereby delivered to Pledgee, duly endorsed in blank or with
executed stock powers. Any Shares hereafter acquired shall be promptly
delivered to Pledgee, duly endorsed in blank or with executed stock powers.
Pledgee or its agent shall hold the Shares subject to the terms and
conditions of this Security Agreement. Pledgee hereby agrees to release
its rights
<PAGE>
Exhibit A
under the Original Agreement with respect to the shares to be transferred
by Pledgor".
3. No Further Changes. Except as expressly set forth herein, the terms
------------------
and conditions of the Original Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Security
Agreement as of the day and year first above written.
PLEDGEE" VICINITY CORPORATION
a California corporation
By: ___________________________________________
Name: _________________________________________
Title: ________________________________________
"PLEDGOR" ____________________________________________
Emerick Woods
Address: Palos Verdes Estates
2805 Via Barri
Palos Verdes Estates, CA 90274
CONSENT OF SPOUSE
I consent to the terms of this Security Agreement for purposes of any
community property interest that I may have in the rights and property subject
to this Security Agreement.
_______________________________________
Name: _________________________________
