EXHIBIT 10.1
SUPPORT AGREEMENT
SUPPORT AGREEMENT (this "Agreement"), dated as of March 31, 2006, by
and among THE READERS DIGEST ASSOCIATION, INC., a Delaware corporation
("Parent"), RD MERGER SUB, INC. a Delaware corporation and wholly owned
subsidiary of Parent ("Merger Sub"), and the shareholders of the Company (as
defined below) signatory hereto (each a "Shareholder Party").
WHEREAS, concurrently with the execution of this Agreement, Parent,
Merger Sub and Xxxxxxxxxx.xxx, a Washington corporation (the "Company"), are
entering into an Agreement and Plan of Merger (the "Merger Agreement");
WHEREAS, capitalized terms used but not defined in this Agreement
have the meanings ascribed thereto in the Merger Agreement;
WHEREAS, the Merger and the Merger Agreement have been approved by
consent in writing of the holders of at least the minimum number of outstanding
shares of the Company required to approve the Merger and the Merger Agreement;
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Merger Sub have required that each Shareholder Party enter
into this Agreement and, in order to induce Parent and Merger Sub to enter into
the Merger Agreement, each such Shareholder Party is willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Representations and Warranties of the Shareholder Parties. Each
Shareholder Party severally, and not jointly, represents and warrants to Parent
and Merger Sub as of the date hereof and the Closing Date that, except as set
forth in the Schedules to the Merger Agreement:
(a) Organization. Such Shareholder Party is an individual or an
entity duly organized and validly existing under the laws of the state of its
creation. This Agreement has been duly executed by such Shareholder Party and
this Agreement constitutes the valid and legally binding obligations of the
Shareholder Party Enforceable against such Shareholder Party.
(b) Title. Such Shareholder Party is record and beneficial owner of
the Company Securities set forth after his or its name on Schedule 3.1.4(b) of
the Merger Agreement, free and clear of any and all Liens.
(c) Authority. Such Shareholder Party has the requisite power and
authority to enter into this Agreement, to consummate the transactions
contemplated hereby and to transfer and convey the Shares owned by him, her or
it.
(d) No Breach. Such Shareholder Party is not a party to, subject to
or bound by any agreement or any Governmental Order which would prevent the
execution or delivery of this Agreement by such Shareholder Party. The execution
and delivery by such Shareholder Party of this Agreement and the performance by
such Shareholder Party of his, her or its obligations contemplated hereby will
not (i) violate the provisions of any Legal Requirements applicable to such
Shareholder Party or (ii) result in the breach of, or constitute a default under
any agreement to which such Shareholder Party is a party or by which such
Shareholder Party or any of his, her or its properties is or may be bound, which
would adversely affect the ability of such Shareholder Party to perform its
obligations hereunder, and consummate the transactions contemplated hereby.
(e) Consents and Approvals. No consents or approvals of third parties
are required to be received by such Shareholder Party in connection with the
execution and delivery by such Shareholder Party of this Agreement or the
performance by such Shareholder Party of his, her or its obligations
contemplated by this Agreement.
(f) Brokerage and Finder's Fees. No Broker has acted for such
Shareholder Party in connection with this Agreement or the transactions
contemplated hereby, and no Broker is entitled to any brokerage or finder's fee
or other commissions in respect of such transactions based upon agreements,
arrangements or understandings made by or on behalf of such Shareholder Party.
(g) Litigation. Such Shareholder Party is not a party to any Action
(i) with respect to which an adverse determination would have a material adverse
effect on the ability of such Shareholder Party to perform his, her or its
obligations contemplated by this Agreement or (ii) which challenges or otherwise
relates to the transactions contemplated by this Agreement, and such Shareholder
Party is not aware that any such legal action, suit or other proceeding has been
threatened.
2. Agreements of the Shareholder Parties.
(a) Proprietary Information.
(i) For a period of ten (10) years from the date hereof, each
Shareholder Party shall, and shall cause each of its Affiliates
that it directly or indirectly controls to, hold in confidence
all knowledge and information of a secret, proprietary or
confidential nature with respect to the business of the Company
and shall not disclose, publish or make use of the same without
the consent of the Parent. This section shall not apply to
information that (A) is or becomes generally available to the
public through no act or omission on the part of such Shareholder
Party, (B) is hereafter received on a non-confidential basis by
such Shareholder Party from a third party who is under no legal
or contractual restriction from disclosing such information, or
(C) solely to the extent such Shareholder Party is required to
disclose pursuant to court order or law (provided that prior
thereto, the Shareholder Party notifies Parent and cooperates
with Parent in any effort to prevent or limit such disclosure).
2
(ii) From and after the Closing Date, no Shareholder Party shall,
and each such Shareholder Party shall cause its officers,
directors, managing partners, employees and Affiliates that
it directly or indirectly controls not to, directly or
indirectly, make any public or private derogatory or
disparaging comments, written or oral, about the Parent or
the Surviving Corporation or any of their respective
employees, officers, directors or controlled Affiliates that
would reasonably be expected to result in damage to the
goodwill or business reputation of the Parent or the
Surviving Corporation or any of their respective employees,
officers, directors or controlled Affiliates.
(iii) Each Shareholder Party agrees that the remedy at law for
any breach of this Section 2(a) would be inadequate and that
the Parent shall be entitled to injunctive relief in
addition to any other remedy it may have upon breach of any
provision of this Section 2(a).
(b) No Solicitation or Hiring of Former Employees. Each Shareholder
Party who is a director of the Company, each Shareholder Party that employs a
director of the Company or for whom a director of the Company serves as an
officer or director, and each Shareholder Party that is an employee of the
Company agrees that (i) from the date hereof, for a period of two (2) years
after the Closing Date, such Shareholder Party shall not (and such Shareholder
Party shall cause its officers, directors, managing partners, controlled
Affiliates and employees not to) directly or indirectly, (A) solicit Xxxxxxx
Xxxxx or Xxxxxxx Xxxx ("Key Employees") to terminate his employment with the
Company or the Surviving Corporation or to become an employee of any other
Person, or (B) hire any Key Employee.
(c) No Solicitation of Customers or Suppliers. From the date hereof,
for a period of two (2) years after the Closing Date, each Shareholder Party
that is an employee of the Company agrees that he shall not (and each such
Shareholder Party shall cause his controlled Affiliates and employees not to)
induce or encourage any customer (including any advertiser) or supplier of the
Company or the Surviving Corporation (including any existing or former customer
or supplier of the Company and any Person that becomes a customer or supplier of
the Company or the Surviving Corporation after the Closing Date) to terminate or
modify any relationship with the Company or the Surviving Corporation.
(d) Non-Competition Agreement.
(i) For a period of three (3) years after the Closing Date with
regard to any matters described in clause (i) of the
definition of "Restricted Business" below and for a period
of thirty (30) months with regard to any matters described
in clause (ii) of the definition of "Restricted Business"
below, each Key Employee agrees that he shall not, directly
or indirectly:
(1) engage, anywhere in the Restricted Area (as defined
below), whether such engagement be as an individual,
officer, director, proprietor, employee, partner,
member, investor (other than solely as a holder of less
than two percent (2%) of the outstanding capital stock
of a corporation whose shares are publicly traded on a
national securities exchange or through a national
market system), creditor, consultant, advisor, sales
representative, agent or other participant, in a
Restricted Business (as defined below), or
3
(2) make any statements or perform any acts intended to
advance the interest of any person engaged in or
proposing to engage in a Restricted Business in any way
that could injure the interests of the Company.
"Restricted Business" shall mean (i) any businesses or operations
engaged in during Key Employee's employment with the Company
including, without limitation, any web-based publishing in the
food, recipe or culinary business or (ii) any business or
operation in which Key Employee is actively and materially
involved in the management or implementation, including actively
and materially involved in the preparation and implementation, or
management, of the Company's or Parent's business plans, or
preparation of the Company's business plans, with respect
thereto. Employee acknowledges that the Restricted Business is
national in scope and includes Canada. Accordingly, Employee
agrees that the "Restricted Area" shall be the United States,
Canada or any other country in which the Company has a
substantial number of registered members as of the date of
termination or otherwise actively engages in any other business,
during employment of Employee or at the time of termination.
(ii) The Company, Parent and each Key Employee agree that the
duration and geographic scope of the non-competition
provision set forth in this Section 2(d) are reasonable. In
the event that any court of competent jurisdiction
determines that the duration or the geographic scope, or
both, are unreasonable and that such provision is to that
extent unenforceable, the parties hereto agree that the
provision shall remain in full force and effect for the
greatest time period and in the greatest area that would not
render it unenforceable. Each Key Employee agrees that
damages are an inadequate remedy for any breach of this
provision and that the Parent shall, whether or not it is
pursuing any potential remedies at law, be entitled to
equitable relief in the form of preliminary and permanent
injunctions upon any actual or threatened breach of this
non-competition provision. Any court of competent
jurisdiction shall be authorized to extend the length of
this non-compete if is determined that there has been a
breach. Each Key Employee further agrees that the reasonable
limits placed on his ability to compete against the Company
as provided herein serve to protect and preserve the
legitimate business interest and goodwill of the Company and
the Surviving Corporation after the Closing Date and agrees
that he shall have no defense, in law or in equity, to any
claim for a violation of this Section 2(d), except that he
has performed in accordance with this Section. For a period
of two years following the date hereof, each party hereto
agrees that neither it, he or she shall disparage, criticize
or make any statements in public or private that are
negative, detrimental or injurious to another party hereto.
4
(e) Restriction on Transfer; Proxies; Non-Interference; etc. From the
date hereof through the earlier of the date that the Merger Agreement is
terminated pursuant to Section 11 thereof and the Closing Date, each Shareholder
Party shall not directly or indirectly (i) sell, transfer (including by
operation of law), give, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance, assignment or other
disposition of, any of its Shares (or any right, title or interest thereto or
therein), (ii) deposit any of its Shares into a voting trust or grant any
proxies or enter into a voting agreement, power of attorney or voting trust with
respect to any of its Shares, (iii) take any action that would make any
representation or warranty of any Shareholder Party set forth in this Agreement
untrue or incorrect in any material respect or have the effect of preventing,
disabling or delaying such Shareholder Party from performing any of its
obligations under this Agreement or (iv) agree (whether or not in writing) to
take any of the actions referred to in the foregoing clauses (i), (ii) or (iii)
of this Section 2(e).
(f) Conduct of Shareholder Party. From the date hereof through the
earlier of the date that the Merger Agreement is terminated pursuant to Section
11 thereof and the Closing Date, each Shareholder Party which is not an
individual (i) shall maintain its status as duly organized, validly existing and
in good standing under the laws of the jurisdiction of their organization and
(ii) shall not dissolve, merge or combine with any Person, or adopt any plan of
complete or partial liquidation, in each case, without the prior written consent
of Parent, which consent shall not be unreasonably withheld or delayed, it being
agreed that Parent may withhold its consent if in its judgment the proposed
action would jeopardize the benefits intended to be provided to Parent and
Merger Sub under this Agreement or the Merger Agreement.
(g) Exclusivity.
(i) Unless the Merger Agreement shall have been terminated in
accordance with its terms, no Shareholder Party shall, directly
or indirectly, through any of its Representatives: (a) solicit,
initiate, discuss or encourage the submission of any proposal or
offer from any person relating to (i) an Acquisition Transaction;
or (b) participate in any negotiations regarding, discuss with or
furnish to any other person any information with respect to, or
otherwise cooperate or negotiate in any way with, or assist or
participate in, facilitate or encourage, any effort or attempt by
any other person to do or seek any of the foregoing.
(ii) Each Shareholder Party shall notify Parent orally and in writing
promptly (but in no event later than 24 hours) after receipt by
such Shareholder Party or any Representative thereof of any
proposal or offer (oral or in writing) from any Person other than
Parent to effect an Acquisition Transaction or any request for
non-public information relating to the Company or for access to
5
the properties, books or records of the Company by any Person
other than Parent. Such notice shall indicate the identity of the
Person making the proposal or offer, or intending to make a
proposal or offer or requesting non-public information or access
to the books and records of the Company, the material terms of
any such proposal or offer, or modification or amendment to such
proposal or offer and copies of any written proposals or offers
or amendments or supplements thereto. Each Shareholder Party
shall keep Parent informed, on a current basis, of any material
changes in the status and any material changes or modifications
in the material terms of any such proposal, offer, indication or
request.
(iii) Each Shareholder Party shall, and shall cause its
Representatives to, immediately cease and cause to be terminated
any existing discussions or negotiations with any Persons (other
than Parent) conducted heretofore with respect to any Acquisition
Transaction.
(h) Voting. From the date hereof through the earlier of the date that
the Merger Agreement is terminated pursuant to Section 11 thereof and the
Closing Date, at any meeting of the shareholders of the Company however called
(or any action by written consent in lieu of a meeting) or any adjournment
thereof, each Shareholder Party shall vote all of its Shares (or cause them to
be voted) or (as appropriate) execute written consents in respect thereof, (i)
against any action or agreement (including, without limitation, any amendment of
any agreement) that would result in the withdrawal, modification, or proposal to
withdraw or modify, in a manner adverse to the Parent, the approval or support
by such Shareholder Party of the Merger Agreement and the transactions
contemplated thereby, including the Merger, (ii) against any action or agreement
(including, without limitation, any amendment of any agreement) that would
result in a breach of any representation, warranty, covenant, agreement or other
obligation of the Company in the Merger Agreement, and (iii) against any
agreement (including, without limitation, any amendment of any agreement),
amendment of the Charter or other action that is intended or could reasonably be
expected to prevent, impede, interfere with, delay, postpone or discourage the
consummation of the Merger. Any such vote shall be cast (or consent shall be
given) by such Shareholder Party in accordance with such procedures relating
thereto so as to ensure that each is duly counted, including for purposes of
determining that a quorum is present and for purposes of recording the results
of such votes (or consent).
3. Miscellaneous.
(a) Obligations as a Company Equityholder. The Shareholder Party
agrees to be bound by all the obligations of "Company Equityholders" in the
Merger Agreement.
(b) Release. As an inducement for Parent and Merger Sub to consummate
the transactions contemplated by this Agreement and the Merger Agreement and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, effective as of the date hereof, each undersigned
Shareholder Party (the "Releasors") on his, her or its behalf and on behalf of
his, her or its (i) heirs, executors, administrators, agents, successors and
6
assigns or (ii) predecessors, parents, subsidiaries, affiliates and other
related entities, as well as any current or former benefit plan administrators,
and their respective trustees, officers, directors, stockholders or members
(whether their ownership interests are held directly or indirectly), partners,
agents, attorneys, employees, successors and assigns (the "Releasor Persons"),
as applicable, hereby irrevocably and unconditionally releases, waives and
discharges the Company and its predecessors, parents, subsidiaries, affiliates
and other related entities, and all of their respective, past, present and
future officers, directors, shareholders, affiliates, agents, representatives,
successors and assigns (collectively, the "Released Parties"), from any and all
actions, causes of action, suits, debts, dues, sums of money, accounts, bonds,
bills, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims and demands of every type and
nature whatsoever, known or unknown, asserted or unasserted, in law or equity
(each a "Claim" and collectively, the "Claims") which the Releasors and/or the
Releasor Persons had, now has or hereafter can, shall or may have, from the
beginning of the world to the date hereof relating to, arising out of or in
connection with the Company, its business and/or its assets, including any
Claims arising out of or resulting from each Releasors status, relationship,
affiliation, rights, obligations and/or duties as a director, officer, employee
or securityholder of the Company; provided that, for the avoidance of doubt, the
foregoing shall not apply to (i) outstanding claims for reimbursement of
business-related expenses to which a Shareholder Party is entitled under the
Company's policies, (ii) any rights of such person under the Merger Agreement or
any other agreement entered into pursuant thereto or (iii) any right to
indemnification that such Releasor or its related Releasor Persons may have in
his, her or its capacity as a director, officer or employee of the Company under
the articles of incorporation or bylaws of the Company, the WBCA or contract.
(c) Entire Agreement; Waivers. This Agreement and the Merger
Agreement constitute the entire agreements among the parties hereto pertaining
to the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties with respect to such subject matter, other than the
Confidentiality Agreement (which shall survive execution and delivery of this
Agreement and the Merger Agreement and shall survive any termination of this
Agreement and the Merger Agreement but shall terminate upon consummation of the
Closing). No waiver of any provision of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar),
shall constitute a continuing waiver unless otherwise expressly provided nor
shall be effective unless in writing and executed (i) by Parent in the case of a
waiver by Parent, (ii) by Merger Sub in the case of a waiver by Merger Sub and
(iii) by the Company in the case of a waiver by the Company.
(d) Amendment or Modification. The parties hereto may not amend or
modify this Agreement except in such manner as may be agreed upon by a written
instrument executed by Parent, Merger Sub and the Company and any Shareholder
Party who is adversely affected by such amendment or modification.
(e) Severability. In the event that any provision hereof would, under
applicable law, be invalid or unenforceable in any respect, such provision shall
(to the extent permitted under applicable law) be construed by modifying or
limiting it so as to be valid and enforceable to the maximum extent compatible
with, and possible under, applicable law. The provisions hereof are severable,
and in the event any provision hereof should be held invalid or unenforceable in
any respect, it shall not invalidate, render unenforceable or otherwise affect
any other provision hereof.
7
(f) Successors and Assigns. All of the terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective permitted transferees and assigns (each of which
transferees and assigns shall be deemed to be a party hereto for all purposes
hereof). (i) No transfer or assignment by any party hereto shall be permitted
without the prior written consent of the other parties hereto and any such
attempted transfer or assignment without consent shall be null and void;
provided that no consent shall be required to an assignment of the rights of the
Parent or the Surviving Corporation hereunder in connection with a sale of the
Surviving Corporation, or of all or substantially all of the assets of the
Surviving Corporation or a pledge of any assets of Parent or Surviving
Corporation as collateral security and, (ii) other than as contemplated in
clause (i) above, no transfer or assignment by any party shall relieve such
party of any of its obligations hereunder.
(g) Notices. Any notices or other communications required or
permitted hereunder shall be deemed to have been properly delivered if in
writing and delivered personally or sent by facsimile, Federal Express, or
registered or certified mail, postage prepaid, addressed as follows:
if to Parent or Merger Sub or, if after the Closing to the Surviving
Corporation, to:
The Reader's Digest Association, Inc.
Reader's Xxxxxx Xxxx
Xxxxxxxxxxxxx, Xxx Xxxx 00000-0000
Attention: General Counsel
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxxxx Xxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
if to the Company, to:
Xxxxxxxxxx.xxx, Inc.
0000 Xxxxx Xxx. X., Xxxxx X
Xxxxxxx, Xxxxxxxxxx 00000
Attention: President
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
8
with a copy to:
Xxxxxxx Coie LLP
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
if to a Shareholder Party, to the address listed below the signature
of such Shareholder Party on the signature page hereto.
Unless otherwise specified herein, such notices or other communications shall be
deemed given and delivered (i) on the date delivered, if delivered personally,
(ii) two (2) Business Days after being sent by Federal Express, if sent by
Federal Express, (iii) one (1) Business Day after being sent, if sent by
facsimile and (iv) three (3) Business Days after being sent, if sent by
registered or certified mail. Each of the parties hereto shall be entitled to
specify a different address by delivering notice as aforesaid to each of the
other parties hereto.
(h) Public Announcements. At all times no party hereto will issue or
make any reports, statements or releases to the public with respect to this
Agreement or the transactions contemplated hereby without the consent of the
other parties hereto, which consent shall not be unreasonably withheld unless,
in the sole judgment of Parent, disclosure is otherwise required by applicable
Legal Requirements or by the applicable rules of any stock exchange on which
Parent lists securities, provided that, to the extent required by applicable
Legal Requirements, the party intending to make such release shall use its
commercially reasonable efforts consistent with such applicable Legal
Requirements to consult with the other party with respect to the text thereof.
Each party hereto will also obtain the prior approval by the other parties
hereto of any press release to be issued announcing the consummation of the
transactions contemplated by this Agreement.
(i) Headings. Section and subsection headings are not to be
considered part of this Agreement, are included solely for convenience, are not
intended to be full or accurate descriptions of the content thereof and shall
not affect the construction hereof.
9
(j) Disclosure. Any item listed or referred to in any Schedule
pursuant to any Section of this Agreement shall be deemed to have been listed in
or incorporated by reference into each other Schedule where such listing or
description would be appropriate.
(k) Third Party Beneficiaries. Nothing in this Agreement is intended
or shall be construed to entitle any Person other than the parties, their
respective transferees and assigns permitted hereby to any claim, cause of
action, remedy or right of any kind.
(l) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
(m) Governing Law. This Agreement shall be governed by and construed
in accordance with the domestic substantive laws of the State of Washington,
without giving effect to any choice or conflict of law provision or rule that
would cause the application of the laws of any other jurisdiction.
(n) Specific Performance. Each of the parties acknowledges and agrees
that the other parties would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached or violated. Accordingly, each of the parties
agrees that, without posting bond or other undertaking, the other parties will
be entitled to an injunction or injunctions to prevent breaches or violations of
the provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions hereof in any Action instituted in any court of the
United States or any state thereof having jurisdiction over the parties and the
matter in addition to any other remedy to which it may be entitled, at law or in
equity. Each party further agrees that, in the event of any action for specific
performance in respect of such breach or violation, it will not assert that the
defense that a remedy at law would be adequate.
(o) Expenses. Except as otherwise expressly provided in this
Agreement, all costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such costs
and expenses.
(p) Additional Shares. From the date hereof through the earlier of
the date that the Merger Agreement is terminated pursuant to Section 11 thereof
and the Closing Date, each Shareholder Party shall promptly notify Parent of the
number of Company Securities, if any, as to which such Shareholder Party
acquires record or beneficial ownership after the date hereof. Any Company
Securities as to which such Shareholder Party acquires record or beneficial
ownership after the date hereof and prior to termination of this Agreement shall
be Shares for purposes of this Agreement. Without limiting the foregoing, in the
event of any stock split, stock dividend or other change in the capital
structure of the Company affecting the Company Securities, the number of Shares
constituting Company Securities shall be adjusted appropriately and this
Agreement and the obligations hereunder shall attach to any additional shares of
Company Securities or other voting securities of the Company issued to such
Shareholder Party in connection therewith.
(q) Definition of "Beneficial Ownership". For purposes of this
Agreement, "beneficial ownership" with respect to (or to "own beneficially") any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to
any agreement, arrangement or understanding, whether or not in writing.
(r) Further Assurances. From time to time, at the request of Parent
and without further consideration, each Shareholder Party shall execute and
deliver such additional documents and take all such further action as may be
reasonably required to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
(s) Liability Under this Agreement. All liabilities and obligations
of the Shareholder Parties hereunder (other than the obligations under Section
2(a)-(d) hereof, which shall be independently enforceable) shall be subject to
Section 9 of the Merger Agreement to the extent provided therein.
[the remainder of this page is intentionally left blank]
10
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
THE READER'S DIGEST ASSOCIATION, INC.
By:
-------------------------------------
Name:
Title:
RD MERGER SUB, INC.
By:
-------------------------------------
Name:
Title:
[SHAREHOLDER PARTY]
By:
-------------------------------------
Name:
Title:
Address:
[SHAREHOLDER PARTY]
By:
-------------------------------------
Name:
Title:
Address:
11
Schedule A
----------
Indemnification Percentages
---------------------------
------------------------------------------------ -----------------------------
Name of Shareholder Party Percentage
------------------------------------------------ -----------------------------
------------------------------------------------ -----------------------------
------------------------------------------------ -----------------------------
------------------------------------------------ -----------------------------
------------------------------------------------ -----------------------------
------------------------------------------------ -----------------------------
