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EXHIBIT 2.8
STOCKHOLDER AGREEMENT
THIS STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of
December 31, 1999, by and between SALESLOGIX CORPORATION, a Delaware corporation
("SalesLogix"), and SYMANTEC CORPORATION, a Delaware corporation ("Symantec").
RECITALS
A. SalesLogix and Symantec have entered into a Software License
Agreement dated December 6, 1999, as amended (the "License Agreement"), pursuant
to which Symantec shall license certain rights in a software product line to
SalesLogix and receive, as a component of consideration for such transfer,
623,247 shares of fully paid and nonassessable Common Stock issued by SalesLogix
(the "Shares").
B. SalesLogix is concurrently granting certain registration rights to
Symantec pursuant to a separate agreement.
C. As a condition precedent to issuance of the Shares SalesLogix has
required Symantec to agree to certain restrictions set forth in this Agreement.
D. Execution of this Agreement is a condition precedent to the
consummation of the transactions contemplated by the License Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:
SECTION 1
Standstill Provisions
1.1 Standstill. Beginning on the date of this Agreement and continuing
until the earlier of (i) four (4) years after the date of this Agreement or (ii)
the date on which Symantec holds less then two percent (2%) of the outstanding
voting securities of SalesLogix (the "Standstill Period"), Symantec will not:
(a) without providing five (5) business days written notice to
SalesLogix, acquire or agree, offer, seek or propose to acquire, or cause to be
acquired, ownership (including, but not limited to, beneficial ownership as
defined in Rule 13d-3 under the 0000 Xxx) of any of SalesLogix's assets or
businesses or in excess of fifteen percent (15%) of the then outstanding voting
securities of SalesLogix (except by stock split, stock dividend or other similar
recapitalization event approved by SalesLogix's Board of Directors), or any
rights or options to acquire such ownership, including from a third party;
(b) make, or in any way participate, in any hostile or third
party solicitation (which solicitation has not been approved or authorized by
SalesLogix's Board of Directors) of proxies or consents with respect to any
securities of SalesLogix which are, or may be, entitled to
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vote in the election of SalesLogix's directors ("Voting Securities"), or become
a "participant" in any "election contest" (as such terms are defined or used in
Rule 14a-11 under the 0000 Xxx) with respect to SalesLogix, except as
recommended by SalesLogix's Board of Directors; or
(c) form, join, or in any way participate, directly or
indirectly, in a "group" within the meaning of Section 13(d)(3) of the Exchange
Act with respect to any securities of SalesLogix for purposes of conducting a
hostile takeover of SalesLogix.
1.2 Voting. Symantec covenants and agrees not to vote in favor of any
hostile takeover of SalesLogix during the Standstill Period.
SECTION 2
Miscellaneous
2.1 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements entered into
and performed in the State of California solely by residents thereof.
2.2 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
2.3 Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or receipt
if sent by telecopy, nationally recognized overnight courier or first class or
by registered or certified mail postage prepaid and addressed to the party to be
notified at the address indicated for such party on the signature page hereof or
at such other address as such party may designate by ten (10) days' advance
written notice to the other parties.
2.4 Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this Agreement, and the balance of this Agreement shall be enforceable in
accordance with its terms.
2.5 Amendment and Waiver. Any provision of this Agreement may be
amended with the written consent of SalesLogix and Symantec. The failure of
either party to enforce at any time any of the provisions hereof or exercise any
right hereunder shall not be construed to be a waiver of the right of such party
thereafter to enforce any such provision or exercise such right. Any waiver
hereunder must be in writing and must be signed by the party whose waiver is
sought.
2.6 Aggregation of Stock. All shares held or acquired by affiliated
entities or persons shall be aggregated together for the purpose of determining
the availability of any rights or the applicability of any restrictions under
this Agreement.
2.7 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to either party to this Agreement, upon any breach or
default of the other party,
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shall impair any such right, power or remedy of such non-breaching party nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of
either party of any breach or default under this Agreement, or any waiver on the
part of either party of any provisions or conditions of this Agreement, must be
made in writing and shall be effective only to the extent specifically set forth
in such writing. All remedies, either under this Agreement, or by law or
otherwise, shall be cumulative and not alternative.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SALESLOGIX CORPORATION
By: /s/ Xxxx Xxxxx
Title: Chief Financial Officer
0000 X. Xxxxxx Xxxxxx Xxxxx,
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
SYMANTEC CORPORATION
By: /s/ Xxxx Xxxxx
Title: Vice President, Finance and
Chief Financial Officer
00000 Xxxxxxx Xxxxx Xxxx.
Xxxxxxxxx, Xxxxxxxxxx 00000
[Signature Page to Stockholder Agreement]
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