Exhibit 10.3
STOCK RESALE AGREEMENT
STOCK RESALE AGREEMENT (the “Agreement”) made as
of this 3rd day of March 2004, by and between Ask Jeeves, Inc., a
Delaware corporation (the “Company”), and
(the
“Stockholder”).
WHEREAS , pursuant to an Agreement and Plan of
Reorganization dated as of March 3, 2004 (the “Merger
Agreement”) by and among the Company, Aqua Acquisition Corp.,
a Delaware corporation and wholly owned subsidiary of the Company
(“Merger Sub”), Aqua Acquisition Holdings LLC, a single
member Delaware limited liability company (“Surviving
Company”) and wholly owned subsidiary of the Company, and
Interactive Search Holdings, Inc., a Delaware corporation
(“Target”), Merger Sub is merging (the “Step One
Merger”) with and into Target, with Target as the interim
surviving corporation (the “Interim Surviving
Corporation”), and immediately thereafter and as part of the
same plan, the Interim Surviving Corporation will be merged with
and into the Surviving Company (the “Step Two Merger,”
and together with the Step One Merger, the “Mergers”);
and
WHEREAS , as a condition to the consummation of the Mergers
and the other transactions contemplated by the Merger Agreement,
the parties have agreed to, among other things, restrict the
ability of the Stockholder to sell or otherwise transfer any
securities of the Company acquired by Stockholder as a result of
the Mergers (the “Shares”) as set forth
herein.
NOW THEREFORE , in consideration of the mutual promises and
obligations set forth herein, the parties agree as
follows:
I. RESALE
RESTRICTIONS
1.1 Certain Restrictions on Transfers by the Stockholder .
The Stockholder hereby agrees and covenants to the Company that the
Stockholder shall not, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale or
hedge), grant any option to purchase or otherwise transfer (except
for transfers required to comply with rules and regulations
governing ownership thresholds for bank holding companies and their
affiliates, grants of participation interests consistent with past
business practices, or as may be required by court order) or
dispose of (in each case, a “Transfer”) any of the
Shares except in accordance with the provisions hereof as
follows:
(a) During
the one hundred eighty-one (181) day period following the
Effective Time (as defined in the Merger Agreement), the
Stockholder may not Transfer any of the Shares.
(b) During
the period beginning one hundred eighty-two (182) days
following the Effective Time and ending three hundred sixty-five
(365) days following the Effective Time, the Stockholder may
Transfer (subject to all applicable securities laws) up to an
aggregate of eighty percent (80%) of the Shares; provided, however,
that the Stockholder shall in no event Transfer more than an
aggregate of twenty-nine percent (29%) of the Shares in any
consecutive four (4) week period during such
period.
(c) During
the period beginning three hundred sixty-six (366) days
following the Effective Time, the Stockholder may Transfer (subject
to all applicable securities laws) any remaining Shares then held
by the Stockholder; provided, however, that the Stockholder shall
in no event Transfer more than an aggregate of twenty-nine percent
(29%) of the Shares in any consecutive four (4) week period
during such period.
(d) Notwithstanding
anything herein to the contrary, the Stockholder may Transfer
Shares to a Grantor Retained Annuity Trust (a “GRAT”)
for the benefit of such Stockholder’s spouse, grandparents or
descendants of those grandparents, children (natural and adopted),
natural or adopted siblings, mothers and fathers in law, sons and
daughters in law, and brothers and sisters in law; provided that no
such Transfer shall be permitted unless the Shares remain subject
to the Transfer restrictions contained herein; and provided further
that no such Transfer shall be permitted unless the GRAT, by its
express terms, does not terminate so as to distribute the Shares to
the beneficiaries (or any other person) prior to the termination of
this Agreement. All such Transferred Shares and any Shares held by
the Stockholder (and sales or other dispositions thereof) shall be
aggregated for purposes of the Transfer restrictions contained
herein.
(e) For
purposes of this Agreement, a “Transfer” shall not
include any disposition of Shares pursuant to the exercise of
piggyback registration rights under and in conformity with
Section 1.7 hereof.
In
order to enforce the covenants in this Section 1, the
Stockholder acknowledges and agrees that the Company may impose
stop transfer instructions with respect to the Shares.
1.2 Alternative Restrictions on Transfers by the Stockholder
. Notwithstanding anything in Section 1.1 to the contrary,
solely in the event that the closing price per share of the
Company’s common stock as traded on The Nasdaq Stock Market
(or such other stock exchange or trading system as shall be from
time to time the primary exchange or trading system on which the
Company’s common stock is then traded) (the “Closing
Price of Common Stock”) is equal to or greater than
twenty-five dollars ($25.00) (as appropriately adjusted for any
stock splits, dividends, combinations, recapitalizations or the
like) for any ten (10) consecutive trading days beginning at
any time after the date that is eighty-one (81) days following
the Effective Time, the Stockholder may Transfer Shares (subject to
all applicable securities laws) at a price equal to or greater than
twenty-five dollars ($25.00) per Share following such date;
provided, however, that (i) the Stockholder shall in no event
Transfer more than an aggregate of eighty percent (80%) of the
Shares during the period beginning ninety-one (91) days
following the Effective Time and ending three hundred sixty-five
(365) days following the Effective Time and (ii) the
Stockholder shall in no event Transfer more than an aggregate of
forty percent (40%) of the Shares in any consecutive four
(4) week period during such period. During the period
beginning three hundred sixty-six (366) days following the
Effective Time, the Stockholder may freely Transfer (subject to all
applicable securities laws) any remaining Shares then held by
Stockholder. Notwithstanding anything in this Section 1.2 to
the contrary, if at any time the Stockholder proposes to Transfer
Shares at a price below twenty-five dollars ($25.00), then
(i) Stockholder shall be subject to the provisions of
Section 1.1, (ii) shall not be permitted to Transfer
Shares pursuant to this Section 1.2, and (iii) any Shares
previously Transferred under this Section 1.2
2
shall be considered and counted
for purposes of the Transfer limits in Section 1.1, as applied
to subsequent transfers.
For
purposes of clarity, Transfers of Shares pursuant to the exercise
of piggyback registration rights under and in conformity with
Section 1.7 hereof shall not be subject to the provisions of
this Section 1.2.
1.3 Additional Alternative Restrictions on Transfers by the
Stockholder . Notwithstanding anything in Section 1.1 or
Section 1.2 to the contrary, solely in the event that the
Closing Price of Common Stock is equal to or greater than thirty
dollars ($30.00) (as appropriately adjusted for any stock splits,
dividends, combinations, recapitalizations and the like) for any
ten (10) consecutive trading days beginning at any time after the
date that is eighty-one (81) days following the Effective
Time, the Stockholder may Transfer Shares (subject to all
applicable securities laws) at a price equal to or greater than
thirty dollars ($30.00) per Share following such date; provided,
however, that (i) the Stockholder shall in no event Transfer
more than an aggregate of eighty percent (80%) of the Shares during
the period beginning ninety-one (91) days following the
Effective Time and ending three hundred sixty-five (365) days
following the Effective Time and (ii) the Stockholder shall in
no event Transfer more than an aggregate of fifty four percent
(54%) of the Shares in any consecutive four (4) week period
during such period. During the period beginning three hundred
sixty-six (366) days following the Effective Time, the
Stockholder may freely Transfer (subject to all applicable
securities laws) any remaining Shares then held by Stockholder.
Notwithstanding anything in this Section 1.3 to the contrary,
if at any time the Stockholder proposes to Transfer Shares at a
price per share (i) below twenty-five dollars ($25.00), then
the Stockholder shall be subject to the provisions of
Section 1.1, or (ii) below thirty dollars ($30.00) but at
least twenty-five dollars ($25.00), then (A) the Stockholder
shall be subject to the provisions of Section 1.2, (B) in
either such case, the Stockholder shall not be permitted to
Transfer Shares pursuant to this Section 1.3 and (C) any
Shares previously Transferred under this Section 1.3 shall be
considered and counted for purposes of the Transfer limits in
Section 1.2 and Section 1.1, as applicable, as applied to
subsequent transfers.
For
purposes of clarity, Transfers of Shares pursuant to the exercise
of piggyback registration rights under and in conformity with
Section 1.7 hereof shall not be subject to the provisions of
this Section 1.2.
1.4 [ For Steinman, Daugherty and others to be
identified Transfers Pursuant to a Sales Plan .
Notwithstanding the other provisions of Section
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