{"id":43919,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/shareholder-agreement-microsoft-corp-and-shareholder-of-great.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"shareholder-agreement-microsoft-corp-and-shareholder-of-great","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/shareholder-agreement-microsoft-corp-and-shareholder-of-great.html","title":{"rendered":"Shareholder Agreement &#8211; Microsoft Corp. and Shareholder of Great Plains Software Inc."},"content":{"rendered":"<pre>\n                          GREAT PLAINS SOFTWARE, INC.\n\n                             SHAREHOLDER AGREEMENT\n                                        \n     This Shareholder Agreement (this \"Agreement\") is made and entered into as\nof December 21, 2000, between Microsoft Corporation, a Washington corporation\n(\"Microsoft\"), and the undersigned Shareholder(s) (\"Shareholder\") of Great\nPlains Software, Inc., a Minnesota corporation (\"Company\").\n\n                                    RECITALS\n                                    --------\n                                        \n     A.   Concurrently with the execution of this Agreement, Company, Microsoft\nand a wholly owned subsidiary of Microsoft (\"Sub\") have entered into an\nAgreement and Plan of Reorganization (the \"Reorganization Agreement\"), which\nprovides for the merger (the \"Merger\") of Sub with and into Company.  Pursuant\nto the Merger, all outstanding capital stock of Company will be converted into\nMicrosoft Common Stock.\n\n     B.   The Shareholder is the beneficial owner (as defined in Rule 13d-3\nunder the Securities Exchange Act of 1934, as amended (the \"Exchange Act\")) of\nsuch number of shares of the outstanding Common Stock of Company as indicated on\nthe final page of this Agreement (the \"Shares\").\n\n     C.   In consideration of the execution of the Reorganization Agreement by\nMicrosoft, Shareholder agrees not to transfer or otherwise dispose of any of the\nShares, or any other shares of capital stock of Company acquired by Shareholder\nhereafter and prior to the Expiration Date (as defined in Section 1.1 below),\nand agrees to vote the Shares and any other such shares of capital stock of\nCompany so as to facilitate consummation of the Merger.\n\n     NOW, THEREFORE, the parties agree as follows:\n\n     1.   Agreement to Retain Shares.\n\n          1.1  Transfer and Encumbrance.  Until the Expiration Date (as defined\nbelow), Shareholder agrees not to sell, exchange, transfer, pledge or otherwise\ndispose of or encumber the Shares or any New Shares (as defined in Section 1.2\nbelow) unless each person to whom Shares are sold, exchanged, transferred,\npledged or otherwise disposed of or encumbered agrees in writing to hold such\nShares subject to the terms and conditions of this Agreement.  As used herein,\nthe term \"Expiration Date\" shall mean the earlier to occur of (i) such date and\ntime as the Merger shall become effective in accordance with the terms and\nprovisions of this Reorganization Agreement and (ii) such date and time as the\nReorganization Agreement shall be terminated in accordance with the terms\ntherein.\n\n\n \n          1.2  New Shares.  Shareholder agrees that any shares of capital stock\nof Company that Shareholder purchases or with respect to which Shareholder\notherwise acquires beneficial ownership after the date of this Agreement and\nprior to the Expiration Date (\"New Shares\") shall be subject to the terms and\nconditions of this Agreement to the same extent as if they constituted Shares.\n\n     2.   Agreement to Vote Shares.  Until the Expiration Date, at every meeting\nof the shareholders of Company called with respect to any of the following, and\nat every adjournment thereof, and on every action or approval by written consent\nof the Shareholders of Company with respect to any of the following, Shareholder\nshall vote the Shares and any New Shares:  (i) in favor of approval of the\nReorganization Agreement and the Merger and any matter that could reasonably be\nexpected to facilitate the Merger, and (ii) against approval of any proposal\nmade in opposition to or in competition with consummation of the Merger and the\nReorganization Agreement, against any merger, consolidation, sale of assets,\nreorganization or recapitalization with any party other than Microsoft or its\naffiliates and against any liquidation or winding up of Company (each of the\nforegoing is hereinafter referred to as an \"Opposing Proposal\").  Shareholder\nagrees not, directly or indirectly, to solicit or encourage any offer from any\nparty concerning the possible disposition of all or any substantial portion of\nCompany's business, assets or capital stock.  This Agreement is intended to bind\nShareholder as a shareholder of Company only with respect to the specific\nmatters set forth herein and shall not prohibit Shareholder from acting in\naccordance with his or her fiduciary duties, if applicable, as an officer or\ndirector of Company.\n\n     3.   Irrevocable Proxy.  Concurrently with the execution of this Agreement,\nShareholder agrees to deliver to Microsoft a proxy in the form attached hereto\nas Exhibit A (the \"Proxy\"), which shall be irrevocable to the extent provided in\nSection 302A.449 of the Minnesota Business Corporation Act (the \"MBCA\") as this\nProxy is coupled with an interest in the Shares, covering the total number of\nShares and New Shares of capital stock of Company beneficially owned (as such\nterm is defined in Rule 13d-3 under the Exchange Act) by Shareholder set forth\ntherein.  This Proxy is not terminable under 302A.449 subd. 7 of the MBCA since\nCompany has elected not to be subject to Section 302A.671 of the MBCA.\n\n     4.   Representations, Warranties and Covenants of Shareholder.  Shareholder\nhereby represents, warrants and covenants to Company as follows:\n\n          4.1  Ownership of Shares.  Shareholder:  (i) is the beneficial owner\nof the Shares, which at the date of this Agreement and at all times up until the\nExpiration Date will be free and clear of any liens, claims, options, charges or\nother encumbrances that would adversely affect the ability of Shareholder to\ncarry out the terms of this Agreement; (ii) does not beneficially own any shares\nof capital stock of Company other than the Shares (excluding shares as to which\nShareholder currently disclaims beneficial ownership in accordance with\napplicable law); and (iii) has full power and authority to make, enter into and\ncarry out the terms of this Agreement and the Proxy.\n\n                                      -2-\n\n \n          4.2  No Proxy Solicitations.  Shareholder will not, and will not\npermit any entity under Shareholder's control, to: (i) solicit proxies or become\na \"participant\" in a \"solicitation\" as such terms are defined in Regulation 14A\nunder the Exchange Act) with respect to an Opposing Proposal or otherwise\nencourage or assist any party in taking or planning any action that would\ncompete with, restrain or otherwise serve to interfere with or inhibit the\ntimely consummation of the Merger in accordance with the terms of the Merger\nAgreements; (ii) initiate a Shareholders' vote or action by written consent of\nCompany Shareholders with respect to an Opposing Proposal; or (iii) become a\nmember of a \"group\" (as such term is used in Section 13(d) of the Exchange Act)\nwith respect to any voting securities of Company with respect to an Opposing\nProposal.\n\n     5.   Additional Documents.  Shareholder and Company hereby covenant and\nagree to execute and deliver any additional documents necessary or desirable, in\nthe reasonable opinion of Microsoft, to carry out the purpose and intent of this\nAgreement.\n\n     6.   No Right to Manage.  Except as otherwise provided in the\nReorganization Agreement and in this Agreement, Microsoft shall have no\nauthority to manage, direct, superintend, restrict, regulate, govern, or\nadminister any of the policies or operations of Company, or exercise any power\nor authority to direct Shareholder in the voting of any of the Shares (except as\notherwise provided herein and in Exhibit A) or the performance of the\nShareholder's duties or responsibilities as a shareholder of Company.\n\n     7.   Termination.  This Agreement and the Proxy delivered in connection\nherewith shall terminate and shall have no further force or effect as of the\nExpiration Date.\n\n     8.   Miscellaneous.\n\n          8.1  Severability.  If any term, provision, covenant or restriction of\nthis Agreement is held by a court of competent jurisdiction to be invalid, void\nor unenforceable, then the remainder of the terms, provisions, covenants and\nrestrictions of this Agreement shall remain in full force and effect and shall\nin no way be affected, impaired or invalidated.\n\n          8.2  Binding Effect and Assignment.  This Agreement and all of the\nprovisions hereof shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and permitted assigns, but, except as\notherwise specifically provided herein, neither this Agreement nor any of the\nrights, interest or obligations of the parties hereto may be assigned by either\nof the parties without the prior written consent of the other.\n\n          8.3  Amendments and Modification.  This Agreement may not be modified,\namended, altered or supplemented except by the execution and delivery of a\nwritten agreement executed by the parties hereto.\n\n                                      -3-\n\n \n          8.4  Specific Performance: Injunctive Relief.  The parties hereto\nacknowledge that Microsoft will be irreparably harmed and that there will be no\nadequate remedy at law for a violation of any of the covenants or agreements of\nShareholder set forth herein.  Therefore, it is agreed that, in addition to any\nother remedies that may be available to Microsoft upon any such violation,\nMicrosoft shall have the right to enforce such covenants and agreements by\nspecific performance, injunctive relief or by any other means available to\nMicrosoft at law or in equity.\n\n          8.5  Notices.  All notices and other communications pursuant to this\nAgreement shall be in writing and deemed to be sufficient if contained in a\nwritten instrument and shall be deemed given if delivered personally,\ntelecopied, sent by nationally-recognized overnight courier or mailed by\nregistered or certified mail (return receipt requested), postage prepaid, to the\nparties at the following address (or at such other address for a party as shall\nbe specified by like notice):\n\n     If to Microsoft:      Microsoft Corporation\n                           One Microsoft Way\n                           Redmond, Washington  98052\n                           Attn.: Deputy General Counsel,\n                           Finance and Operations\n                           Facsimile No. (206) 869-1327\n\n     With a copy to:       Preston Gates &amp; Ellis LLP\n                           5000 Bank of America Tower\n                           701 Fifth Avenue\n                           Seattle, Washington  98104-7078\n                           Attention:  Richard B. Dodd\n                           Facsimile:  (206) 623-7022\n\n     If to Shareholder:    To the address for notice set forth on the last page\n                           hereof.\n\n     With a copy to:       Dorsey &amp; Whitney LLP\n                           220 South Sixth Street\n                           Minneapolis, MN  55402-1498\n                           Attention:  Timothy S. Hearn\n                           Fax: (612) 340-2868\n\n          8.6  Governing Law.  This Agreement shall be governed by, construed\nand enforced in accordance with the internal laws of the State of Minnesota.\n\n          8.7  Entire Agreement.  This Agreement and the Proxy contain the\nentire understanding of the parties in respect of the subject matter hereof, and\nsupersedes all prior negotiations and understandings between the parties with\nrespect to such subject matter.\n\n                                      -4-\n\n \n          8.8  Counterparts.  This Agreement may be executed in several\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one and the same agreement.\n\n          8.9  Effect of Headings.  The section headings herein are for\nconvenience only and shall not affect the construction or interpretation of this\nAgreement.\n\n           (the remainder of this page was intentionally left blank)\n\n                                      -5-\n\n \n     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted on the day and year first above written.\n\n\nMICROSOFT CORPORATION                  SHAREHOLDER\n \nBy:\n    -------------------------------\nTitle:                                 -----------------------------------------\n       ----------------------------\n                                       -----------------------------------------\n                                       (spouse, if applicable)\n \n                                       Address\n                                               ---------------------------------\n \n                                               ---------------------------------\n \n                                               ---------------------------------\n \n                                       Shares beneficially owned:\n \n                                               shares of Company Common Stock\n                                       -------\n\n                                      -6-\n\n \n                                   EXHIBIT A\n                                        \n                               IRREVOCABLE PROXY\n                                    to Vote\n                   Great Plains Software, Inc. Common Stock\n                                        \n\n     The undersigned Shareholder(s) of Great Plains Software, Inc., a Minnesota\ncorporation (\"Company\"), hereby irrevocably (to the full extent permitted by\nSection 302A.449 subd. 7 of the Minnesota Business Corporation Act) appoints\nRobert A. Eshelman and Amar Nehru, each an officer of Microsoft Corporation, a\nWashington corporation (\"Microsoft\"), as the sole and exclusive attorneys and\nproxies of the undersigned, with full power of substitution and resubstitution,\nto vote and exercise all voting and related rights (to the full extent that the\nundersigned is entitled to do so) with respect to all of the shares of capital\nstock of Company that now are or hereafter may be beneficially owned by the\nundersigned and any and all other shares or securities of Company issued or\nissuable in respect thereof on or after the date hereof (collectively, the\n\"Shares\") in accordance with the terms of this Proxy.  The Shares beneficially\nowned by the undersigned Shareholder of Company as of the date of this Proxy are\nlisted on the final page of this Proxy.  Upon the undersigned's execution of\nthis Proxy, any and all prior proxies given by the undersigned with respect to\nany Shares that are inconsistent with this Proxy are hereby revoked and the\nundersigned agrees not to grant any subsequent proxies with respect to the\nShares that are inconsistent with this Proxy until after the Expiration Date (as\ndefined below).\n\n     This proxy is irrevocable (to the extent provided in Section 302A.449 of\nthe Minnesota Business Corporation Act), is granted pursuant to that certain\nShareholder Agreement dated as of December __, 2000 by and among Microsoft and\nthe undersigned Shareholder (the \"Shareholder Agreement\"), and is granted in\nconsideration of Microsoft entering into that certain Agreement and Plan of\nReorganization dated as of December __, 2000 (the \"Reorganization Agreement\"),\namong Company, Microsoft, and a wholly-owned subsidiary of Microsoft (\"Sub\").\nThe Reorganization Agreement provides for the merger of Sub with and into\nCompany in accordance with its terms (the \"Merger\").  As used herein the term\n\"Expiration Date\" shall mean the earlier to occur of (i) such date and time as\nthe Merger shall become effective in accordance with the terms and provisions of\nthe Reorganization Agreement or (ii) such date and time as the Reorganization\nAgreement shall be terminated in accordance with the terms therein.  This proxy\nis intended to bind Shareholder as a shareholder of Company only with respect to\nthe specific matters set forth herein and shall not prohibit Shareholder from\nacting in accordance with his or her fiduciary duties, if applicable, as an\nofficer or director of Company.\n\n     The attorney and proxy named above is hereby authorized and empowered by\nthe undersigned, at any time prior to the Expiration Date, to act as the\nundersigned's attorney and proxy to vote the Shares, and to exercise all voting\nand other rights of the undersigned with respect to the Shares (including,\nwithout limitation, the power to execute and deliver written consents pursuant\nto Section 302A.441 of the Minnesota Business Corporation Act), at every \n\n                                      -7-\n\n \nannual, special or adjourned meeting of the shareholders of Company and in every\nwritten consent in lieu of such meeting: (a) in favor of approval of the Merger\nand the Reorganization Agreement and in favor of any matter that could\nreasonably be expected to facilitate the Merger, and (b) against approval of any\nproposal made in opposition to or in competition with the consummation of the\nMerger and the Reorganization Agreement and against any liquidation or winding\nup of Company. The attorneys and proxies named above may not exercise this\nIrrevocable Proxy on any other matter except as provided in clauses (a) and (b)\nabove. The undersigned Shareholder may vote the Shares on all other matters.\n\n     Any obligation of the undersigned hereunder shall be binding upon the\nsuccessors and assigns of the undersigned.\n\n     This proxy is irrevocable (to the extent provided in Section 302A.449 of\nthe Minnesota Business Corporation Act).\n\n\nDated:  December     , 2000            SHAREHOLDER\n                 ----\n\n                                       By \n                                          ------------------------------------- \n\n                                       By \n                                          ------------------------------------- \n                                                  (spouse if applicable)\n\n\n                                       Shares beneficially owned:\n\n                                               shares of Company Common Stock\n                                       -------\n\nPursuant to the requirements set forth in Section 302A.449 subd. 1 of the\nMinnesota Business Corporation Act, Great Plains Software, Inc. acknowledges\nreceipt of this Irrevocable Proxy.\n\n\n\nGREAT PLAINS SOFTWARE, INC.\n\n\nBy \n   -------------------------------\nIts \n    ------------------------------\n\n                                      -8-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7681,8221],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9629,9633],"class_list":["post-43919","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-great-plains-software-inc","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43919","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43919"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43919"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43919"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43919"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}