**EXHIBIT 10.78**

 

**STOCK PLEDGE AGREEMENT**

 

**THIS STOCK PLEDGE AGREEMENT** is made and entered into as of the 31st day of October, 2000, by and between **BOLAND T. JONES** (the“Pledgor”) and **PTEK HOLDINGS, INC.,** a Georgia corporation (the “Secured Party”). 

 

**W I T N E S S E T H:**

 

**WHEREAS,** the Pledgor has purchased from the Secured Party 239,624 shares of the $.01 par value common stock (the “Shares”) of Secured Party; and 

 

**WHEREAS,** in connection with such purchase, Pledgor has delivered aPromissory Note of even date herewith (the “Note”) to the Secured Party in the principal amount of Two Hundred Fifty-Three Thousand Four Hundred Thirty-Six and 09/100 Dollars ($253,436.09); and 

 

**WHEREAS,** to secure the payment of all obligations of the Pledgor underthe Note and this Agreement, the Pledgor has agreed to pledge to the Secured Party, and to grant the Secured Party a security interest in, all of the Shares; 

 

**NOW, THEREFORE,** for and in consideration of the premises and the agreements and covenants contained herein, the parties hereto agree as follows:

 

**1. Security Interest.** The Pledgor herebyunconditionally grants and assigns to the Secured Party, its successors and assigns, a continuing security interest in and security title to the Shares. The Pledgor has delivered to and deposited with the Secured Party certificates representing theShares and stock powers endorsed in blank, as security for payment of (i) all obligations of the Pledgor to the Secured Party under the Note, and any extension, renewal, amendment or modification thereof, (ii) all obligations of the Pledgor to theSecured Party under all Tax Notes (as defined in that certain Amended and Restated Executive Employment and Incentive Option Agreement by and between the Pledgor and the Secured Party dated November 6, 1995); and (iii) all obligations of the Pledgorto the Secured Party hereunder. Beneficial ownership of the Shares, including, without limitation, all voting, consensual and dividend rights, shall remain in the Pledgor until the occurrence of a Default pursuant to Section 3 hereof. 

 

**2. Representation and Warranty.** The Pledgor hereby represents andwarrants to the Secured party that except for the security interest created hereby, the Pledgor owns the Shares free and clear of all liens, claims and encumbrances, and has the unencumbered right to pledge the Shares. 

 

**3. Default.** Upon the occurrence of an Event of Default under the Note, or if the Pledgor shallfail to perform or observe any provision of this Agreement and such failure shall continue for thirty (30) days after notice is given by the Secured Party to the Pledgor of such failure (any of such occurrences being hereinafter referred to as a“Default”), the Secured Party shall be entitled, without limitation, to exercise the following rights, which the Pledgor hereby agrees to be commercially reasonable: 

 

(a) to receive all amounts payable in respect of the Shares otherwise payable to the Pledgor, and to exercise all of therights, powers and remedies of the Pledgor with respect to such payments; 

 

(b) to transfer all or any part of the Shares into the Secured Party’s name or the name of its nominee or nominees; 

 

(c) to vote all or any part of the Shares (whether or not transferred into the name of the Secured Party) and give all consents, waivers and ratificationsin respect of the Shares and otherwise act with respect thereto as though it were the outright owner thereof; 

 

(d) at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Shares in one or more blocks, orany interest therein, at any public or private sale at any exchange or elsewhere, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof (all of which are hereby expresslyand irrevocably waived by the Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Secured Party in its sole discretion maydetermine; the Pledgor agrees that to the extent that notice of sale shall be required by law that at least five (5) business days’ notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to bemade shall constitute reasonable notification; the Secured Party shall not be obligated to make any sale of the Shares regardless of notice of sale having been given; the Secured Party may adjourn any public or private sale from time to time byannouncement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned; the Pledgor hereby waives and releases to the fullest extent permitted by law any right orequity of redemption with respect to the Shares, whether before or after sale hereunder, and all rights, if any, of marshalling the Shares; at any such sale, unless prohibited by applicable law, the Secured Party may bid for and purchase all or anypart of the Shares so sold free from any such right or equity of redemption; and the Secured Party shall not be liable for failure to collect or realize upon any or all of the Shares or for any delay in so doing nor shall any of them be under anyobligation to take any action whatsoever with regard thereto; and 

 

(e) generally, to take all such other action as the Secured Party in its sole discretion may determined as incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section 3 and which the SecuredParty may 

 

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or can be do lawfully and to use the name of the Pledgor for the purposes aforesaid and in any proceedings arisingtherefrom. 

 

**4. Application of Proceeds.** The proceeds ofthe public or private sale or other disposition shall be applied (a) to the costs incurred in connection with the sale; (b) to any unpaid interest which may have accrued on any obligations secured hereby; (c) to any unpaid principal on anyobligations secured hereby; and (d) to damages incurred by the Secured Party by reason of any breach secured against hereby, in such order as the Secured Party may determine, and any remaining proceeds shall be paid over to the Pledgor or others asprovided by law. In the event the proceeds of the sale or other disposition of the Shares are insufficient to pay such expenses, interest, principal, obligations and damages, the Pledgor shall remain liable to the Secured Party for any suchdeficiency. 

 

**5. Additional Rights of Secured Party.** Inaddition to its rights and privileges under this Agreement, the Secured Party shall have all the rights, powers and privileges of a secured party under the Georgia Uniform Commercial Code. 

 

**6. Return of Shares to Pledgor.**

 

(a) Upon payment in full of all principal and interest on the Note, thisAgreement shall terminate and the Secured Party shall return to the Pledgor all of the then remaining Shares. 

 

(b) Within (10) days after the Secured Party’s receipt of a written request from the Pledgor, the Secured Party shall deliver to the Pledgor awritten release of its security interest in up to the number of Shares representing the equivalent value of the principal reduction of the Note to the date of such request, based on the market value of the Shares being released. The request shallstate the number of Shares to be released, and the release shall be in the form attached hereto as Annex 1. Within the aforesaid 10-day period, the Secured Party also shall tender to the Company the certificate(s) representing the pledged Shares tobe released, along with written instructions to the Company to cancel such certificate(s) and issue a new certificate(s) to the Secured Party representing the remaining Shares subject to this Agreement and a new certificate(s) to the Pledgorrepresenting the Shares released. 

 

**7. Voting Rights.**

 

(a) For so long as any of the obligations secured herebyremain unpaid, after a Default, (i) the Secured Party may exercise all voting rights, and all other ownership or consensual rights of the Shares, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercisesuch rights, and (ii) the Pledgor hereby appoints the Secured Party the Pledgor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the Shares in any manner the Secured Party seems advisable for or against all matters submitted orwhich nay be submitted to a vote of 

 

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shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable. 

 

(b) For so long as the Pledgor shall have the right to vote the Shares, thePledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to the Shares which would constitute a default under this Agreement. 

 

**8. Assignment.** The Pledgor shall not transfer, assign or otherwisedispose of its beneficial interest in any of the Shares without the prior written consent of the Secured Party. 

 

**9. Notices.** Any notices or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been dulygiven and delivered when delivered in person, when mailed postage prepaid by registered or certified mail with return receipt requested, or when delivered by overnight delivery service to the recipient at the address set forth below, or to suchother address as to which the other party has been subsequently notified in writing by such recipient. 

 

Pledgor:
 Secured Party:
Boland T. Jones
 PTEK Holdings, Inc.
229 The Prado
 3399 Peachtree Road
Atlanta, GA 30309
 The Lenox Building, Suite 600  Atlanta, GA 30326  Attention: Chief Legal Officer
 

**10. Applicable Law;Binding Agreement.** The provisions of this Agreement shall be construed and interpreted, and all rights and obligations of the parties hereto determined, in accordance with the laws of the State of Georgia. This Agreement, together with alldocuments referred to herein, constitutes the entire agreement between the Pledgor and the Secured Party with respect to the matters addressed herein and may not be modified except by a writing executed by the Secured Party and Pledgor. ThisAgreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument. 

 

**11. Severability.** If any Section or part thereof shall for any reason be held or adjudged to be invalid, illegal orunenforceable by any court of competent jurisdiction, such Section or part thereof so adjudicated invalid, illegal or unenforceable shall be deemed separate, distinct and independent, and the remainder of this Agreement shall remain in full forceand effect and shall not be affected by such holding or adjudication. 

 

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**IN WITNESS WHEREOF,** the parties hereto have caused this Agreement to be executed as of the day andyear first above written. 

 
  **PLEDGOR:**  
/s/ Boland T. Jones
  BOLAND T. JONES        **SECURED PARTY:**     PTEK HOLDINGS, INC.  
By:     /s/ Patrick G. Jones
  
Patrick G. Jones

Executive Vice President

 

 

 

 

 

 

 

 

 

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[Date] 

 

Mr. Boland T. Jones 

 

 

 

 

 

Dear                                 : 

 

The undersigned acknowledges receipt of principal payments totaling$             pursuant to that certain Promissory Note dated                            , in the original principal amount of$            , payable by you to the undersigned, and the undersigned hereby releases              shares of no parvalue common stock of the undersigned from the security interest granted to the undersigned in accordance with the terms and conditions of that certain Stock Pledge Agreement dated                        , by and between you and the undersigned. 

 

Sincerely,

 

**PTEK HOLDINGS, INC.**
By:     
 

Title:

 

**ANNEX 1**