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EXHIBIT 10.2
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of
November 7, 2000, is made by DAVID ANDERSON (the "Pledgor"), for the benefit of
LENDINGTREE, INC. (the "Creditor").
STATEMENT OF PURPOSE
Pursuant to a Promissory Note of even date herewith (the "Note") from
the Pledgor to the Creditor, the Creditor has agreed to make a loan to the
Pledgor. To induce the Creditor to enter into the Agreement, the Pledgor has
agreed to secure payment of certain amounts payable to the Creditor under the
Note by pledging all of his restricted stock and stock options, both vested and
unvested (the "Pledged Stock"), to the Creditor, pursuant to the terms set forth
herein.
NOW, THEREFORE, it is agreed as follows:
1. PLEDGE. As additional security for the full and timely payment of
the amounts payable to the Creditor under the Note (the "Obligations"), the
Pledgor herewith pledges to the Creditor and grants to the Creditor a security
interest in, all of the Pledged Stock and such additional property at any time
and from time to time received by the Pledgor in respect of or in exchange for
any or all of the Pledged Stock (hereinafter referred to collectively as the
"Pledged Interests"), together with any and all proceeds and products of any of
the foregoing in whatever form.
2. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and warrants
that it has good title to the Pledged Stock, free and clear of all claims,
mortgages, pledges, liens, encumbrances and security interests of every nature
whatsoever, except those granted to the Creditor herein.
3. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless an Event of Default (as
hereinafter defined in Paragraph 5) shall have occurred and be continuing, all
cash dividends payable in respect of the Pledged Interests shall be paid to the
Pledgor, provided, that the Creditor shall be entitled to receive directly, and
to retain as part of the Pledged Interests:
(a) all other or additional stock or securities or property (other than
cash) paid or distributed by way of dividend in respect of the Pledged
Interests;
(b) all other or additional stock or other securities or property
(including cash) paid or distributed in respect of the Pledged Interests by way
of stock-split, spin-off, split-up, exercise, exchange, reclassification,
combination of Pledged Stock or similar rearrangement; and
(c) all other or additional stock or other securities or property which
may be paid in respect of the Pledged Interests by reason of any consolidation,
merger, exchange of stock, conveyance of assets, liquidation or similar
corporate reorganization.
4. VOTING RIGHTS. Unless and until an Event of Default occurs, the
Pledgor shall have the sole and absolute right to exercise all voting power with
respect to the Pledged Interests.
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5. REMEDIES UPON DEFAULT. If the Pledgor fails to pay any of the
Obligations within 10 days of the date such payment is due (an "Event of
Default"), the Creditor shall have all rights and remedies of a secured party
under the North Carolina Uniform Commercial Code, and without further obligation
of any nature to the Pledgor, may assign, transfer and dispose of the Pledged
Interests in any fashion and under any circumstances which the Creditor in his
sole discretion may deem appropriate, the Pledgor hereby waiving any and all
equity or right of redemption. The remedies provided herein in favor of the
Creditor shall not be deemed exclusive, but shall be cumulative, and shall be in
addition to all other remedies in favor of the Creditor existing at law or in
equity.
6. APPLICATION OF PROCEEDS. All moneys collected by the Creditor upon
any sale or other disposition of the Pledged Interests, together with all other
moneys received by the Creditor hereunder, shall be applied to the payment of
all costs and expenses incurred by the Creditor in connection with such sale,
the delivery of the Pledged Interests or the collection of any such moneys
(including, without limitation, reasonable attorneys' fees and expenses), then
applied by the Creditor to satisfy the Obligations, and the balance will be paid
over to the Pledgor.
7. WAIVER. No delay on the part of the Creditor in exercising any of
his options, powers or rights hereunder, or partial or single exercise thereof,
shall constitute a waiver thereof.
8. NOTICE. Any notice or demand upon the Pledgor shall be deemed to
have been sufficiently given if mailed, postage prepaid, by registered or
certified mail, return receipt requested, or delivered in person, addressed to
the Pledgor at _______________________________________________________________
______________________________________________________________________________
or to such other address as the Pledgor may have designated in writing to the
Creditor.
IN WITNESS WHEREOF, the Pledgor and the Creditor have caused this
Pledge Agreement to be duly executed as of the day and year first above written.
__________________________ [SEAL]
DAVID ANDERSON
LENDING TREE, INC.
By: _____________________________
Name: ______________________
Title: ______________________
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