Exhibit (d)(4)
EXECUTION COPY
March 11, 2003
Xx. Xxxxx Xxxxxx
Xxxxxx.xxx, Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxx:
We refer to that Stockholder Tender and Voting Agreement,
dated as of February 17, 2003 (the "Agreement"), among Reuters Group PLC
("Reuters"), Proton Acquisition Corporation ("Purchaser"), you and certain other
individuals listed on the signature pages thereto. Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to them in the
Agreement.
Pursuant to Section 4.1(a)(i) of the Agreement, you have
agreed that, except as contemplated by the terms of the Agreement, you shall not
sell, transfer, pledge, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the sale,
transfer, pledge, assignment or other disposition of, your Subject Shares to any
person, other than Purchaser or Purchaser's designee. In addition, pursuant to
Section 5.9 of the Agreement, you authorized Purchaser's counsel to notify the
Company's transfer agent that there is a stop transfer restriction with respect
to all of your Subject Shares.
Reuters and Purchaser hereby waive their rights related to
Section 4.1(a)(i) of the Agreement to the extent, and only to the extent,
necessary to permit you to transfer, pledge or assign up to 20,000 of your
Subject Shares; provided, however, that such transfer, pledge or assignment must
(1) in its entirety be a (or more than one) "charitable contribution" as such
term is defined in Section 170 of the Internal Revenue Code of 1986, as amended
(the "Code") and (2) be a gift/donation by you for which no consideration is
received by you, any member of your family or any of your affiliates (as such
term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended).
You agree that, and Reuters' and Purchaser's waiver contained
in the paragraph above shall only be effective if, any filing made with any
court, arbitral tribunal, administrative agency or commission (including any
Statement of Changes in Beneficial Ownership of Securities on Form 4 filed with
the Securities and Exchange Commission) or other governmental or other
regulatory authority or agency, foreign or domestic, in connection with any
transfer, pledge or assignment made by you in reliance on this letter, shall
clearly indicate that such transfer, pledge or assignment was (1) in its
entirety a "charitable contribution" as such term is defined in the Code and
(2)a
gift/donation made by you for which no consideration was received by you, any
member of your family or any of your affiliates.
Upon your submission to Reuters and Purchaser of evidence,
satisfactory to Reuters and Purchaser, that a transfer, pledge or assignment of
your Subject Shares complies with the provisions of this letter and the
Agreement, Purchaser's counsel shall notify the Company's transfer agent that,
notwithstanding any stop transfer restriction pursuant to Section 5.9 of the
Agreement, the transfer agent may effect such transfer, pledge or assignment on
the books of the Company. Except and solely to the extent provided for herein,
the Agreement shall remain in full force and effect in accordance with its
terms.
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REUTERS GROUP PLC
By: /s/ Xxxxxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Attorney in Fact
PROTON ACQUISITION CORPORATION
By: /s/ Xxxxxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: President
Accepted and agreed as of
the date first above written:
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
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