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EXHIBIT 10.39
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT dated as of April 18, 1997 (this
"Agreement"), is by and between Diana M. Wilson, an individual ("Pledgor"), and
Deckers Outdoor Corporation, a Delaware corporation ("Lender").
R E C I T A L S
A. Lender has concurrently herewith advanced the sum of
Six Hundred Twenty-Four Thousand Dollars ($624,000.00) (the "Loan").
B. Pledgor has delivered to Lender that certain Limited
Recourse Secured Promissory Note of even date herewith (the "Note") setting
forth Pledgor's obligations with respect to the repayment of the Loan.
C. Pledgor has used the proceeds of the Loan to purchase
from Lender One Hundred Thousand (100,000) newly-issued shares of common stock
of Lender (the "Pledged Stock").
D. Such issuance and sale by Lender to Pledgor is
being made pursuant to an "Award" in accordance with Lender's 1993 Employee
Stock Incentive Plan.
E. Pledgor desires to pledge the Pledged Stock to Lender
pursuant to the Note.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals,
the terms and provisions hereof and the Note and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. SECURITY INTEREST. To secure the payment and
performance of the Note as and when due, Pledgor hereby grants, conveys,
pledges, assigns and transfers to Lender, a security interest in all right,
title, claim and interest of Pledgor in and to (a) the Pledged Stock and all
certificates and instruments representing or evidencing the Pledged Stock and
(b) all securities issued by Lender, or any successor thereto, that Pledgor
acquires or has the right to acquire from time to time in any manner in
substitution for or in respect of the Pledged Stock, including securities or
other property (other than cash) issued and delivered as a dividend or
distribution on, or in exchange for, the Pledged Stock including, without
limitation, in connection with any reclassification, increase or reduction of
capital or issued or delivered in connection with any merger or other
reorganization, such additional securities being thenceforth included in the
definition of "Pledged Stock."
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SECTION 2. REPRESENTATIONS AND WARRANTIES.
2.1. Pledgor has good title to the Pledged Stock,
free and clear of all liens other than as created by this Agreement.
2.2. This Agreement has been duly executed and
delivered by Pledgor and constitutes the valid and binding obligation of
Pledgor, enforceable against Pledgor in accordance with its terms..
SECTION 3. DELIVERY OF PLEDGED STOCK, ETC. As of the date
hereof, Pledgor is delivering to Lender certificates or instruments in respect
of the Pledged Stock, in suitable form for transfer by delivery, accompanied by
duly executed instruments of transfer or assignment in blank. If Pledgor
receives or becomes entitled to receive any securities in substitution for or in
respect of the Pledged Stock, Pledgor shall receive the same as the agent for
Lender and shall hold the same in trust for and deliver the same promptly to
Lender in the exact form in which received, together with appropriate
instruments of transfer or assignments in blank, to be held by Lender as
collateral hereunder. Promptly upon payment in full of all amounts due under the
Note, Lender shall return to Pledgor all Pledged Stock and instruments of
transfer theretofore delivered.
SECTION 4. VOTING AND OTHER CONSENSUAL RIGHTS; DISTRIBUTIONS.
Pledgor shall be entitled to exercise any and all voting rights pertaining to
any Pledged Stock and to receive and retain any and all dividends and other
distributions paid in cash in respect of any of the Pledged Stock.
Notwithstanding the foregoing, in the event the Note is not paid in full upon
maturity, at the sole option of Lender, any or all rights of Pledgor to exercise
voting and other consensual rights shall cease, and Lender, if and when it
notifies Pledgor in writing of the exercise of such option, shall have the sole
right to exercise any or all such voting rights and to receive and hold as
collateral for the Note any or all cash and other dividends and distributions
thereafter paid in respect of the Pledged Stock.
SECTION 5. REMEDIES. If the Note is not paid in full upon
maturity, in addition to all its other rights, powers and remedies under this
Agreement and applicable law, Lender shall have, and may exercise with respect
to the Pledged Stock, any and all of the rights, powers and remedies of a
secured party under the Uniform Commercial Code, all of which rights, powers and
remedies shall be cumulative and not exclusive, to the extent permitted by
applicable law.
SECTION 6. GENERAL.
Section 6.1. Applicable Law. Except to the extent
otherwise required under applicable law, this Agreement shall be governed
by, and construed in accordance with, the laws of the State of California (other
than choice of law rules that would require the application of the laws of any
other jurisdiction).
Section 6.2. Amendments and Other Modifications. No
amendment of any provision of this Agreement (including a waiver thereof or
consent relating thereto) shall be effective unless the same shall be in writing
and signed by the party to be charged with enforcement thereof.
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Section 6.3. Notices. All notices and other
communications under this Agreement shall be in writing and shall be
personally delivered or sent by prepaid courier, by overnight, registered or
certified mail (postage prepaid) or by prepaid telex, telecopy or telegram, and
shall be deemed given when received by the intended recipient thereof. Unless
otherwise specified in a notice given in accordance with the foregoing
provisions of this Section 6, notices and other communications shall be given to
the parties hereto at their respective addresses (or to their respective telex
or telecopier numbers) set forth below.
Section 6.4. Successors and Assigns. This Agreement
shall be binding upon and, subject to the next sentence, inure to the benefit of
Pledgor and Lender and their respective successors and assigns. Lender shall not
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Pledgor.
Section 6.5. Choice of Forum. All actions or
proceedings arising in connection with this Agreement shall be tried and
litigated in state or Federal courts located in the City of Santa Barbara, State
of California, unless such actions or proceedings are required to be brought in
another court to obtain subject matter jurisdiction over the matter in
controversy. EACH OF PLEDGOR AND LENDER WAIVES ANY RIGHT IT MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE
JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING
IS BROUGHT IN ACCORDANCE WITH THIS SECTION 6.5.
Section 6.6. Execution in Counterparts. This
Agreement may be executed in any number of counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the
same Agreement.
Section 6.7. Complete Agreement. This Agreement,
together with the Note, is intended by the parties as a final expression of
their agreement regarding the subject matter hereof and as a complete and
exclusive statement of the terms and conditions of such agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the date first set forth above.
PLEDGOR
/s/ Diana M. Wilson
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Diana M. Wilson
LENDER
DECKERS OUTDOOR CORPORATION,
a Delaware corporation
By: /s/ Douglas B. Otto
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Name: Douglas B. Otto
Title: Chief Executive Officer
Address: 495A South Fairview
Goleta, California 93117
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