Stockholder Agreement (2015)Full Document 

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EXECUTION VERSION

STOCKHOLDER AGREEMENT

This STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into as of March 29, 2015, by and between CIBER, Inc., a Delaware corporation (the "Company"), and Bobby G. Stevenson, the 1989 Bobby G. Stevenson Revocable Trust, the Bobby G. Stevenson Revocable Trust, and the Dixie Foundation (together with their affiliates and associates, the "Stockholder Group"). The Stockholder Group and the Company are each referred to herein as a "Party" and collectively, as the "Parties."

RECITALS

WHEREAS, as of the date hereof, the Stockholder Group beneficially owns 6,382,840 shares of common stock of the Company, par value $0.01 per share ("Common Stock"); and

WHEREAS, the Company and the Stockholder Group have determined to come to an agreement with respect to the composition of the Board of Directors of the Company (the "Board") and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

1.                                      Board Composition and Related Matters.

(a)                                 Paul A. Jacobs has informed the Company of his decision not to seek re-election at the Company’s 2015 Annual Meeting of Stockholders (the "2015 Annual Meeting").  The Company shall not re-nominate Mr. Jacobs as a director of the Board at the 2015 Annual Meeting.  In connection with the foregoing, the Company shall pay Mr. Jacobs the amount set forth on Schedule 1(a) in respect of his prior service as chairman and director of the Board. To fill the vacancy created by Mr. Jacob’s departure from the Board, the Board shall nominate for election to the Board at the 2015 Annual Meeting an individual who qualifies as an "independent director" for purposes of the listing qualification rules of the New York Stock Exchange (the "NYSE") and other applicable policies of the Company.

(b)                                 The Company represents and warrants to the Stockholder Group that Professor Dr. Kurt J. Lauk has notified the Company in writing that he will resign as a director of the Board, effective as of the date of the 2015 Annual Meeting. To fill the vacancy created by Professor Dr. Lauk’s departure from the Board, the Board shall appoint to the Board an individual who qualifies as an "independent director" for purposes of the listing qualification rules of the NYSE and other applicable policies of the Company.

(c)                                  The Company represents and warrants to the Stockholder Group that Jim Spira has notified the Company in writing that he will resign as a director of the Board, effective as of the date of the 2015 Annual Meeting. To fill the vacancy created by Mr. Spira’s departure from the Board, the Board shall appoint to the Board an individual who qualifies as an "independent director" for purposes of the listing qualification rules of the NYSE and other applicable policies of the Company.  In connection with Mr. Spira’s resignation, the Company

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