AMENDED & RESTATED SECOND
RANGER AEROSPACE CORPORATION
EXECUTIVE STOCK AGREEMENT
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THIS AMENDMENT (this "Amendment") to the Second Ranger Aerospace
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Corporation Executive Stock Agreement by and between Ranger Aerospace
Corporation, a Delaware corporation and Xxxxxxx X. Xxxxxx ("Executive") is made
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as of August 31, 2000.
WHEREAS, the parties hereto desire to amend certain provisions of the
Second Ranger Aerospace Corporation Executive Stock Agreement, dated as of March
7, 2000 (the "Second Executive Stock Agreement") between the parties hereto.
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NOW, THEREFORE, the parties to this Amendment hereby agree that the Second
Executive Stock Agreement is amended and restated to read in its entirety as
follows:
THIS EXECUTIVE SECURITIES AGREEMENT (this "Agreement") is made as of March
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7, 2000, between Ranger Aerospace Corporation, a Delaware corporation (the
"Company"), and Xxxxxxx X. Xxxxxx ("Executive").
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The Company and Executive desire to enter into an agreement pursuant to
which Executive shall purchase, and the Company shall sell to Executive, (i) 800
shares of the Company's Class B Non-Voting Common Stock, par value $0.01 per
share (the "Common Stock"), at a price of $100 per share, and (ii) 120 shares of
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the Company's Redeemable Preferred Stock, par value $.01 per share (the
"Preferred Stock) at a price of $1,000 per share. The shares of Common Stock
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and Preferred Stock purchased by Executive hereunder are referred to
collectively in this Agreement as the "Shares" or the "Executive Stock."
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Certain definitions are set forth in paragraph 6 of this Agreement.
The parties hereto agree as follows:
27 Purchase and Sale of Executive Stock.
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(1) Upon execution of this Agreement, Executive shall purchase, and the
Company shall sell to Executive, 800 shares of Common Stock and 120 shares of
Preferred Stock for an aggregate purchase price of $200,000. The Company shall
deliver to Executive certifi-xxxxx repre-senting the Shares, and Executive shall
deliver to the Company a promissory note in the form of ANNEX A attached hereto
in an aggregate principal amount of $200,000 (the "Executive Note"). Executive's
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obligation under the Executive Note shall be secured by a pledge of the 800
shares of Class B Common Stock and the 120 shares of Preferred Stock purchased
by Executive hereunder and in connection therewith, Executive shall enter into a
pledge agreement in the form of ANNEX B attached hereto.
(2) In connection with the purchase and sale of the Shares hereunder,
Executive represents and warrants to the Company that:
(1) Execu-tive Stock to be acquired by Executive pursuant to this
Agreement shall be acquired for Executive's own account and not with a view to,
or intention of, distribu-tion thereof in violation of the Securities Act, or
any applicable state securities laws, and Executive shall not dispose of any
shares of Executive Stock in contravention of the Securities Act or any
applicable state securities laws.
(2) Executive is an employee of the Company or one of its subsidiaries,
is sophisticated in financial matters and is able to evaluate the risks and
benefits of an investment in Executive Stock.
(3) Executive is able to bear the economic risk of his or her
investment in Executive Stock for an indefinite period of time. Executive
understands that shares of Executive Stock have not been registered under the
Securities Act and, therefore, cannot be sold unless subsequent-ly registered
under the Securities Act or an exemption from such registration is available.
(4) Executive has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of Executive Stock
and has had full access to (A) such other information concerning the Company and
the offering of Executive Stock hereunder as he or she has requested and (B)
such other information which Executive deemed necessary and desirable to make an
informed investment decision regarding the purchase of Executive Stock
hereunder.
(5) This Agreement constitutes the legal, valid and binding obligation
of Executive, enforceable in accordance with its terms, and the execution,
delivery and performance of this Agreement by Executive does not and shall not
conflict with, violate or cause a breach of any agreement, contract or
instrument to which Executive is a party or any judgment, order or decree to
which Executive is subject.
(3) As an inducement to the Company to issue Executive Stock to
Executive hereunder, and as a condition thereto, Executive acknowledges and
agrees that:
(1) neither the issuance of Executive Stock to Executive hereunder nor
any provision contained herein shall entitle Executive to remain in the
employment of the Company or its subsidiaries or affect the right of the Company
or its subsidiaries to terminate Executive's employment at any time; and
(2) neither the Company nor its subsidiaries shall have any duty or
obligation to disclose to Executive, and Executive shall have no right to be
advised of, any information regarding the Company or its subsidiaries at any
time prior to, upon or in connection with the repurchase of Executive Stock upon
the termination of Executive's employment with the Company or its subsidiaries
or as otherwise provided hereunder.
(4) The Company and Executive acknowledge and agree that this Agreement
has been executed and delivered, and Executive Stock has been issued hereunder,
in connection with and as a part of the compensation and incentive arrangements
between the Company and Executive.
(5) As an inducement to Executive to purchase Executive Stock
hereunder, and as a condition thereto, the Company hereby represents and
warrants that (i) it is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, it has full corporate
power and authority to execute, deliver and perform this Agreement (including
for purposes of this paragraph 1(e) the Executive Note attached hereto as ANNEX
A and the pledge agreement in the form attached hereto as ANNEX B) and to
consummate the transactions contemplated hereby, and the execution, delivery and
performance by it of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action;
(ii) this Agreement has been duly and validly executed and delivered by the
Company and constitutes a legal and binding obligation of the Company,
enforceable against the Company in accordance with its terms; (iii) the
Executive Stock has been duly authorized and validly issued, and that upon
satisfaction of Executive's obligation to pay the principal of and interest on
the Note, the Executive Stock will be fully-paid and non-assessable; and, (iv)
the execution, delivery and performance by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby will not
violate any provision of law, statute, rule or regulation to which the Company
is subject, violate any order, judgment or decree applicable to the Company or
conflict with or result in a breach or default under any term or condition of
the Company's certificate of incorporation or bylaws or any material agreement
or instrument to which the Company is a party or by which it is bound.
28 Restrictions on Transfer of Executive Stock. Executive shall not sell,
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pledge or otherwise transfer any interest in any Executive Stock except pursuant
to: (i) a Public Sale, (ii) the provisions of paragraph 4 hereof, (iii)
paragraphs 3 or 4 of the Security Holders Agreement dated April 1, 1998 as
amended by and among the parties hereto and other parties, or (iv) upon the
death of Executive pursuant to his or her will or the laws of descent and
distribution.
29 Additional Restrictions on Transfer.
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(6) The certificates representing shares of Executive Stock shall bear
the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH
7, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN
---
THE ABSENCE OF AN EFFECTIVE REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE
STATE SECURITIES LAWS OR AN EXEMP-TION FROM REGISTRATION THEREUN-DER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER
AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE
ORIGINAL HOLDER OF SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF MARCH
7, 2000, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT
MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF
BUSINESS WITHOUT CHARGE."
(7) Holdback. In connection with any Public Sale, Executive agrees to
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comply with the terms of any underwriting agreement (or other related agreement)
that is approved by the Board and entered into by the holders of a majority of
shares in the Company.
30 Sale of the Company.
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(8) Consent to Sale of the Company. If the Board and the holders of a
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majority of the Company's Common Stock then out-standing approve a Sale of the
Company (the "Approved Sale"), Executive shall consent to and raise no
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objections against the Approved Sale of the Company. If the Approved Sale is
structured as a sale of stock, Executive shall agree to sell all Executive Stock
on the terms and conditions approved by the Board and the holders of a majority
of the Common Stock then outstanding. If the Approved Sale is structured as a
merger, Executive shall approve the merger and agree to waive all dissenters,
approval or similar rights he or she may have in connection therewith.
Executive shall take all necessary and desirable actions in connection with the
consummation of any Approved Sale as reasonably requested by the Board or
holders of a majority of the Company's Common Stock then outstanding.
(9) Conditions to Obligation. The obligations of Executive with
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respect to the Approved Sale are subject to the satisfaction of the following
conditions: (i) upon the consummation of the Approved Sale, Executive shall
receive the same form of consideration and the same portion of the aggregate
consideration that Executive would have received if such aggregate consideration
had been distributed by the Company in complete liquidation pursuant to the
rights and preferences set forth in the Company's Certificate of Incorporation
as in effect immediately prior to the consummation of the Approved Sale; (ii) if
any other holder of capital stock of the Company is given an option as to the
form and amount of consideration to be received, Executive shall be given the
same option.
(10) Purchaser Representative. If the Company or the holders of the
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Company's securities enter into any negotiation or transaction for which Rule
506 (or any similar rule then in effect) promulgated by the Securities Exchange
Commission may be available with respect to such negotiation or transaction
(in-cluding a merger, consolidation or other reorganization), Executive shall,
at the request of the Company, appoint a purchaser repre-sentative (as such term
is defined in Rule 501) reasonably acceptable to the Company. If Executive
appoints the purchaser repre-sentative designated by the Company, the Company
shall pay the fees of such purchaser representative, but if Executive declines
to appoint the purchaser representative designated by the Company Executive
shall appoint another purchaser representative (reasonably acceptable to the
Company), and shall be responsible for the fees of the purchaser representative
so appointed.
(11) Termination of Restrictions. The provisions of this paragraph 4
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shall terminate with respect to any shares of Executive Stock when such shares
have be sold in a Public Sale.
31 Rule 701 Under the Securities Act. Executive and the Company hereby
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acknowledge and agree that the purchase and sale of securities contemplated
hereunder is part of the compensation arrangements between Executive and the
Company and its subsidiaries, and that this Agreement is a written contract
relating to the compensation of Executive. The securities purchased by
Executive hereunder are being issued in reliance on the exemption from
registration provided in Rule 701 promulgated by the Securities and Exchange
Commission under the Securities Act and are "restricted securities" within the
meaning of Rule 144 under the Securities Act. Executive hereby covenants and
agrees that he will sell the securities purchased hereunder only pursuant to
registration under the Securities Act, or pursuant to an exemption from
registration available thereunder.
32 Definitions.
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"Board" shall mean the Board of Directors of the Company.
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"Common Stock" shall mean the Company's Class B Non-Voting Common Stock,
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par value $.01 per share, or, in the event that the outstanding Common Stock is
hereafter changed into or exchanged for different stock or securities of the
Company, such other stock or securi-ties.
"Company" shall mean Ranger Aerospace Corporation, a Delaware corporation.
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"Executive Stock" shall continue to be Executive Stock in the hands of any
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holder other than Executive (except for the Company and the Significant
Stockholders and except for transferees in a Public Sale), and except as
otherwise provided herein, each such other holder of Executive Stock shall
succeed to all rights and obliga-tions attributable to Executive as a holder of
Executive Stock hereunder. Executive Stock shall also include shares of the
Company's capital stock issued with respect to Executive Stock by way of a stock
split, stock dividend or other recapitalization.
"Public Sale" means any sale to the public pursuant to an offering under
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the Securities Act or to the public pursuant to Rule 144 promulgated under the
Securities Act effected through a broker, dealer or market maker.
"Sale of the Company" means a merger or consolidation effecting a change in
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control of the Company, a sale of all or substantially all of the Company's
assets or a sale of a majority of the Company's outstanding voting securities.
"Securities Act" means the Securities Act of 1933, as amended from time to
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time, and any successor statute.
"Transfer" means to sell, transfer, assign, pledge or otherwise dispose of
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(whether with or without consideration and whether voluntarily or involuntarily
or by operation of law).
33 Notices. All notices, demands or other communications to be given or
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delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally, mailed
by certified or registered mail (return receipt requested and postage prepaid),
or sent by facsimile (with facsimile transmission information and hard copy to
follow by regular mail) to the recipient. Such notices, demands and other
communications shall be sent to you and to the Company at the addresses
indicated below:
(12) If to Executive:
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Xxxxxxx X. Xxxxxx
000 Xxxxxxxxxxx Xxxxx
Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Xxxx X. Xxxxxx, Esq.
Wyche, Burgess, Xxxxxxx & Xxxxxx, P.A.
00 Xxxx Xxxxxxxxxx Xxx (29601)
Post Xxxxxx Xxx 000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(13) If to the Company:
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Ranger Aerospace Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxxxxxxx International Airport
Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000
Attention: President
With a copy to:
CIBC Wood Gundy Ventures. Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxxx
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.
34 General Provisions.
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(14) Transfers in Violation of Agreement. Any Transfer or attempted
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Transfer of any Executive Stock in violation of any provision of this Agreement
shall be void, and the Company shall not record such Transfer on its books or
treat any purported transferee of such Executive Stock as the owner of such
stock for any purpose.
(15) Severability. Whenever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(16) Entire Agreement. This Agreement constitutes the entire
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understanding between Executive and the Company, and supersedes all other
agreements, whether written or oral, with respect to the acquisition by
Executive of Executive Stock of the Company.
(17) Counterparts. This Agreement may be executed simultaneously in two
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or more counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same Agreement.
(18) Successors and Assigns. Except as otherwise expressly provided
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herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the
respective successors and permitted assigns of the parties hereto whether so
expressed or not.
(19) Governing Law. The corporate law of Delaware shall govern all
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questions concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity and interpretation of
this Agreement shall be governed by the internal law, and not the law of
conflicts, of Delaware.
(20) Remedies. The parties hereto shall be entitled to enforce their
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rights under this Agreement specifically, to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
existing in their favor. The parties hereto acknowledge and agree that money
damages would not be an adequate remedy for any breach of the provisions of this
Agreement and that any party hereto may, in its sole discretion, apply to any
court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.
(21) Amendment and Waiver. Except as otherwise provided herein, any
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provision of this Agreement may be amended or waived only with the prior written
consent of Executive and the Company.
(22) Business Days. If any time period for giving notice or taking
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action hereunder expires on a day which is a Saturday, Sunday or legal holiday
in the state in which the Company's chief executive office is located, the time
period shall be automatically extended to the business day immediately following
such Saturday, Sunday or holiday.
(23) Descriptive Headings. The descriptive headings of this Agreement
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are inserted for convenience only and do not constitute a part of this
Agreement.
* * * *
IN WITNESS WHEREOF, the parties hereto have executed this Amended & Restated
Second Executive Stock Agreement on the date first written above.
RANGER AEROSPACE CORPORATION,
By:______________________________
Its: ______________________________
EXECUTIVE
_________________________________
Xxxxxxx X. Xxxxxx
Agreed and Accepted:
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By: __________________________
Name: ________________________
Title: _________________________
CIBC WOOD GUNDY VENTURES, INC.
By: __________________________
Name: ________________________
Title: _________________________
ANNEX A
PROMISSORY NOTE
$200,000 March 7, 2000
For value received, Xxxxxxx X. Xxxxxx ("Promisor") promises to pay to the
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order of Ranger Aerospace Corporation, a Delaware corporation (the "Company"),
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the aggregate principal sum of $200,000.00. This Note was issued pursuant to
and is subject to the terms of the Amended and Restated Second Executive Stock
Agreement, dated as of the date hereof, between the Company and Promisor (the
"Second Executive Stock Agreement"). Unless otherwise indicated herein,
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capitalized terms used in this Note have the meaning set forth in the Second
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Executive Stock Agreement.
-
Interest shall accrue on a daily basis on the outstanding principal amount
of this Note at a rate equal to the lesser of (i) 9.5% per annum, compounded
annually, computed on the basis of a 360 day year and the actual number of days
elapsed or (ii) the highest rate permitted by applicable law, and shall be
payable at such time as the principal of this Note becomes due and payable.
Payments of principal and of accrued and unpaid interest under this Note
shall be due or payable on the earlier of (i) April 1, 2008 or (ii) the date of
Executive's Termination with Cause, except as otherwise provided herein or in
the Second Executive Stock Agreement of even date herewith.
Payments of principal of, and accrued and unpaid interest under, this Note
shall be due and payable upon Executive's receipt of proceeds from the transfer
of any Executive Stock (other than a transfer to a Permitted Transferee, as
defined in, and in accordance with, the Securityholders Agreement) in the full
amount of such proceeds or such lesser amount as is necessary to pay the full
amount of outstanding principal of and accrued interest under this Note and for
Promisor to otherwise fully and finally discharge its obligations under this
Note. Promisor may, at his option, pay all or any portion of the principal of,
and accrued and unpaid interest under, this Note at any time prior to the
maturity hereof without penalty or premium. Promisor may, at his option, pay
all or any portion of amounts due under this Note by surrendering to the Company
shares of Executive Stock having a Fair Market Value equal to the amount of such
payment. Any payment hereunder shall be applied first to pay accrued and unpaid
interest under this Note and second to reduce the outstanding principal amount
of this Note.
The amounts due under this Note are secured by a pledge of the Pledged
Shares (as such term is defined in the Second Pledge Agreement, dated as of the
date hereof, between Promisor and the Company). Any cash dividends declared and
paid with respect to the Pledged Shares shall be payable directly to the Company
and shall be applied to reduce the outstanding principal amount (and any
interest thereon) of this Note, and any cash dividends paid to Promisor with
respect to the Pledged Shares will be promptly remitted to the Company and shall
be applied to reduce the outstanding principal amount (and any interest thereon)
of this Note.
Notwithstanding anything to the contrary contained herein or in the Second
Executive Stock Agreement, it is expressly agreed that the Company or any
subsequent holder of this Note shall look only to the Pledged Shares with
respect to aggregate Defaults in excess of the sum of (i) 25% of the original
principal amount of this Note and (ii) 25% of all interest (both paid and
unpaid) accrued on the Note, it being understood that, with respect to such
amounts, this Note shall be without recourse to Promisor with respect to
aggregate Defaults exceeding such amount.
In the event Promisor fails to pay any amounts due hereunder when due,
Promisor shall pay to the holder hereof, in addition to such amounts due, all
costs of collection, including reasonable attorneys fees.
Promisor, or his successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note, and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time and that the holder hereof may
accept security for this Note or release security for this Note, all without in
any way affecting the liability of Promisor hereunder.
Any failure by the Company to exercise any right hereunder shall not be
construed as a waiver of its right to exercise the same or any other right
hereunder at any other time.
This Note and all rights hereunder shall be governed by the initial laws,
and not the laws of conflict, of the State of Florida.
RANGER AEROSPACE CORPORATION,
a Delaware Corporation
By:______________________________
Its:______________________________
_____________________________
Xxxxxxx X. Xxxxxx
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ANNEX B
SECOND
RANGER AEROSPACE CORPORATION
EXECUTIVE STOCK PLEDGE AGREEMENT
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THIS PLEDGE AGREEMENT is made to be effective as of March 7, 2000, between
Xxxxxxx X. Xxxxxx ("Pledgor"), and Ranger Aerospace Corporation, a Delaware
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Corporation (the "Company").
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The Company and Pledgor are parties to an Amended & Restated Second
Executive Stock Agreement of even date herewith, pursuant to which Pledgor
purchased (i) 800 shares of the Company's Class B Common Stock, $.01 par value
per share and (ii) 120 Shares of the Company's Redeemable Preferred Stock, par
value $.01 per share (collectively, the "Pledged Shares"), for an aggregate
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purchase price of $200,000. The Company has allowed Pledgor to purchase the
Pledged Shares by delivery to the Company of a Note (the "Note") in the
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aggregate principal amount of $200,000. This Pledge Agreement provides the
terms and conditions upon which the Note is secured by a pledge to the Company
of 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 as payment
for the Pledged Shares, Pledgor and the Company hereby agree as follows:
1. Pledge. Pledgor hereby pledges to the Company, and grants to the
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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. Upon the occurrence of
and during the continuance of any such default, Pledgor shall no longer be able
to vote the Pledged Shares. Any cash dividends declared and paid with respect
to the Pledged Shares shall be payable directly to the Company and shall be
applied to reduce the outstanding principal amount (and any interest thereon) of
the Note, and any cash dividends paid to Promisor with respect to the Pledged
Shares will be promptly remitted to the Company and shall be applied to reduce
the outstanding principal amount (and any interest thereon) of the Note.
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 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
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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 the State of Florida 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, 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 an amount not to
exceed 25% of the outstanding principal and accrued interest on the Note 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 he has good and valid title to all of the Pledge 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 and the Securityholders Agreement
of even date, or (ii) sell or otherwise transfer any Pledged Shares or any
interest therein unless all of the proceeds associated with such sale or
transfer are applied against the accrued and unpaid interest on and principal of
the Note at the time of such sale or transfer.
9. Further Assurances. Pledgor agrees that at any time and from time
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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 Pledgor hereunder shall together with the
rights and remedies of the Company hereunder, inure to the benefit of the
Company and its successors and assigns. This Pledge Agreement shall be governed
by, and be construed and interpreted in accordance with, the laws of the State
of Florida.
* * * *
IN WITNESS WHEREOF, this Second Executive Stock Pledge Agreement has been
executed as of the date first above written.
RANGER AEROSPACE CORPORATION
By: ______________________________
Its: ______________________________
___________________________________
Xxxxxxx X. Xxxxxx
AMENDMENT NO. 1 TO
RANGER AEROSPACE CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
-----------------------------------
August 31, 2000
Xxxxxxx X. Xxxxxx
000 Xxxxxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
Re: Ranger Aerospace Corporation (the "Company")
-------
Amendment of Nonqualified Stock Option granted on March 7, 2000
------------------------------------------------------------------------
Dear Xxxxxxx:
The Company is pleased to advise you that its Board of Directors has
amended your stock option dated March 7, 2000 (the "Option"), as provided below.
------
1. The definition of "Good Reason" set forth in Section 1 of your
Option is hereby deleted and replaced in its entirety with the following
definition:
"Good Reason" shall mean any of the following: (a) the Company reduces your
-----------
base salary; (b) the Company assigns to you any duties inconsistent with your
duties or responsibilities as President and Chief Executive Officer of the
Company or changes your reporting responsibilities or title; (c) the Company or
any of its affiliates breaches any of the terms of this agreement or any other
agreement between the Company or any of its affiliates and you which breach is
not cured within fifteen (15) days of receipt by the Company of written notice
from you of such breach; (d) you are required by the Company to permanently
relocated your primary residence for purposes of your Employment with Aircraft
Service International Group, Inc. and in connection therewith you decide to move
your family to such residence; or (e) you elect to terminate your Employment
with Aircraft Service International Group, Inc. in connection with the
occurrence of a Change-in-Control as defined in that certain Amendment No.1 to
the Amended & Restated Aircraft Service International Group, Inc. Employment
Agreement of even date herewith by and between Aircraft Service International
Group, Inc. and you.
2. Except as explicitly amended hereby, your Option shall remain in
full force and effect and unamended.
3. This amendment to your Option shall be controlled, construed and
governed under the laws of the State of Delaware regardless of the fact that one
or more parties is now, or may become, residents of another state, and without
regard to any conflict of laws.
4. If any paragraph, clause or provision of this amendment to your
Option is or becomes illegal, invalid or unenforceable because of present or
future laws, rules or regulations of any governmental body, or become
unenforceable for any reason, the intention of the Company and you is that the
remaining parts of this amendment to your Option shall not be thereby affected.
5. This amendment to your Option may be executed in one or more
counterparts, each of which shall constitute an original but all of which
together shall constitute one and the same instrument.
Please execute the extra copy of this agreement to your Option in the space
below and return it to the Company's Secretary at its executive offices to
confirm your understanding and acceptance of the agreements contained in this
amendment to your Option.
Very truly yours,
Ranger Aerospace Corporation
By: ___________________________
Xxxxxx Xxxxxxxx, Chairman
The undersigned hereby acknowledges having read this amendment to his Plan and
hereby agrees to be bound by all provisions set forth herein.
Dated as of OPTIONEE
August 31, 2000
___________________________________
Xxxxxxx X. Xxxxxx
Agreed and Accepted:
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By: __________________________
Name: ________________________
Title: _________________________
CIBC WOOD GUNDY VENTURES, INC.
By: __________________________
Name: ________________________
Title: _________________________
