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STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 16,
2000, among Career Holdings, Inc., a Delaware corporation ("Parent"), CB
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Sub"), and the undersigned stockholder (the "Stockholder") of
CareerBuilder, Inc., a Delaware corporation (the "Company").
WHEREAS, Parent, Sub and the Company propose to enter into an
Agreement and Plan of Merger dated as of even date herewith (as the same may be
amended or supplemented, the "Merger Agreement") to provide for the making of a
cash tender offer (as such offer may be amended from time to time, the "Offer")
by Sub for any and all shares of common stock, par value $.001 per share, of the
Company (the "Common Stock") at the Offer Price (as defined in the Merger
Agreement) and the merger of the Company and Sub (the "Merger");
WHEREAS, the Stockholder legally and/or beneficially owns that
number of shares of Common Stock appearing on the signature page hereof (such
shares, as they may be adjusted by any stock dividend, stock split,
recapitalization, combination or exchange of shares, merger, consolidation,
reorganization or other change or transaction of or by the Company (each, an
"Adjustment Event") being referred to herein as the "Subject Shares"); and
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Sub have requested that the Stockholder enter into
this Agreement;
NOW, THEREFORE, to induce Parent and Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The
Stockholder hereby represents and warrants to Parent and Sub as follows:
(a) Authority. The Stockholder has all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed
and delivered by the Stockholder and constitutes a valid and binding
obligation of the Stockholder enforceable in accordance with its terms.
The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with
the terms hereof will not, conflict with, result in any violation of or
default (with or without notice or lapse of time or both) under, any
provision of any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, license, judgment, order, notice, decree, statute,
law, ordinance, rule or regulation applicable to the Stockholder or to
the Stockholder's property or assets. Except for the expiration or
termination of the waiting period under the HSR Act and informational
filings with the SEC, no consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative
agency or commission or other governmental authority or instrumentality,
domestic, foreign or supranational, is
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required by or with respect to the Stockholder in connection with the
execution and delivery of this Agreement or the consummation by the
Stockholder of the transactions contemplated hereby.
(b) The Shares. The Stockholder has good and marketable title to
the Subject Shares, free and clear of any claims, liens, encumbrances
and security interests whatsoever. The Stockholder owns no shares of
Common Stock other than the Subject Shares.]
2. REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent and
Sub hereby represent and warrant to the Stockholder that each of Parent and Sub
has all requisite corporate power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by Parent and Sub, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of Parent and Sub. This Agreement has been duly executed and
delivered by Parent and Sub and constitutes a valid and binding obligation of
Parent and Sub enforceable in accordance with its terms.
3. COVENANTS OF THE STOCKHOLDER. From and after the date hereof
through and including the Option Expiration Date, the Stockholder agrees as
follows:
(a) At any meeting of stockholders of the Company called to vote
upon the Merger and the Merger Agreement or at any adjournment thereof or
in any other circumstances upon which a vote, consent or other approval
with respect to the Merger and the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares in favor
of the Merger, the approval of the Merger Agreement and the approval of
the terms thereof and each of the other transactions contemplated by the
Merger Agreement, provided that the terms of the Merger Agreement shall
not have been amended to adversely affect the Stockholder.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the Stockholder
shall vote (or cause to be voted) the Subject Shares against (i) any
merger agreement or merger (other than the Merger Agreement and the
Merger), consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up
of or by the Company or any other Takeover Proposal or (ii) any amendment
of the Company's certificate of incorporation or by-laws or other
proposal or transaction involving the Company or any of its subsidiaries,
which amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify the Merger, the Merger Agreement or
any of the other transactions contemplated by the Merger Agreement.
(c) The Stockholder agrees not to (i) sell, transfer, pledge,
assign or otherwise dispose of, or enter into any contract, option or
other arrangement (including any profit sharing arrangement) with respect
to the sale, transfer, pledge, assignment or other disposition of, the
Subject Shares to any person other than Sub or Sub's designee or
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(ii) enter into any voting arrangement, whether by proxy, voting
agreement or otherwise, in connection, directly or indirectly, with any
Takeover Proposal.
(d) The Stockholder shall not, nor shall the Stockholder permit
any investment banker, attorney or other adviser or representative of the
Stockholder to, (i) directly or indirectly solicit, initiate or encourage
the submission of any Takeover Proposal or (ii) directly or indirectly
participate in any discussions or negotiations regarding, or furnish to
any person any information with respect to, or take any other action to
facilitate any inquiries or the making of any proposal that constitutes,
or may reasonably be expected to lead to, any Takeover Proposal in any
manner inconsistent with the provisions of the Merger Agreement (to the
extent the Stockholder is subject to restrictions contained in the Merger
Agreement).
(e) So long as the Merger Agreement has not been terminated, the
Stockholder shall tender pursuant to the Offer, and not withdraw, all of
the Subject Shares.
4. FURTHER ASSURANCES. The Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further transfers, assignments, endorsements, consents and other instruments as
Parent or Sub may reasonably request for the purpose of effectively carrying out
the transactions contemplated by this Agreement.
5. ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Sub may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly owned
subsidiary of Parent. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns and, in the case of the Stockholder, the
heirs, executors and administrators of the Stockholder.
6. TERMINATION. Except as otherwise provided herein, this
Agreement shall terminate upon the earlier of (i) the Effective Time, and (ii) a
valid termination of the Merger Agreement.
7. GENERAL PROVISIONS.
(a) Expenses. Except as otherwise expressly provided in the Merger
Agreement, each party hereto shall pay its own expenses incurred in
connection with this Agreement.
(b) Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the United States or any state thereof
having jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity. Each party hereby irrevocably
submits to the exclusive jurisdiction of the United States District
Court for the District of Delaware in any action, suit or proceeding
arising in connection with this
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Agreement and agrees that any such action, suit or proceeding shall be
brought only in such courts (and waives any objection based on forum non
conveniens or any other objection to venue therein). Each party hereto
waives any right to a trial by jury in connection with any such action,
suit or proceeding.
(c) Notice. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given and made
if in writing and if served by personal delivery upon the party for whom
it is intended or if sent by telex or telecopier (and also confirmed in
writing) to the person at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by
such person:
(i) if to Parent or Sub, to:
Career Holdings, Inc.
c/o Tribune Company
435 North Michigan Avenue
Chicago, Illinois 60611
Attention: David Hiller
Facsimile: 312-222-3334
with a copy to:
KnightRidder.com, Inc.
50 West San Fernando Street
7th Floor
San Jose, California 95113
Attention: Dan Finnigan
Facsimile: 408-938-6099
and to:
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Attention: Larry A. Barden
Facsimile: 312-853-7036
and to:
Orrick, Herrington & Sutcliffe LLP
One Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111
Attention: Peter Lillevand
Facsimile: 415-773-4283
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(ii) if to the Stockholder, to:
with a copy to:
(d) Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties named herein and their respective
successors and assigns. Nothing in this Agreement, expressed or implied,
is intended to confer upon any Person other than Parent, Sub or the
Stockholder, or their permitted successors or assigns, any rights or
remedies under or by reason of this Agreement.
(e) Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such transactions. This
Agreement may not be changed, amended or modified orally, but only by an
agreement in writing signed by the party against whom any waiver, change,
amendment, modification or discharge may be sought.
(f) Headings. The section headings herein are for convenience only
and shall not affect the construction of this Agreement.
(g) Counterparts. This Agreement may be executed in one or more
counterparts, each of which, when executed, shall be deemed to be an
original and all of which together shall constitute one and the same
document.
(h) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof.
(i) Capitalized Terms. Capitalized terms not otherwise defined in
this Agreement shall have the meanings set forth in the Merger Agreement.
(j) Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the
economic and legal substance of the transactions contemplated hereby are
not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties
as closely as possible in a mutually acceptable manner in order that the
transactions contemplated by this Agreement may be consummated as
originally contemplated to the fullest extent possible.
9. NO LIMITATIONS ON ACTIONS OF THE STOCKHOLDER AS A DIRECTOR.
[Notwithstanding anything to the contrary in this Agreement, nothing in this
Agreement is intended or shall be construed to require the Stockholder to take
or in any way limit any action
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that the Stockholder may take to discharge the Stockholder's fiduciary duties as
a director of the Company.]
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IN WITNESS WHEREOF, each of Parent and Sub has caused this Agreement to
be signed by its officer thereunto duly authorized and the Stockholder has duly
signed this Agreement, all as of the date first written above.
CAREER HOLDINGS, INC.
By:
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Name:
Title:
CB ACQUISITION CORP.
By:
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Name:
Title:
STOCKHOLDER
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Number of shares of Common Stock owned by
the Stockholder on the date hereof:
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