EXECUTION COPY
STOCKHOLDERS SUPPORT AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of April 14, 2005 (this "AGREEMENT"),
among Stantec Inc., a Canadian corporation ("PARENT"), Stantec Consulting
California Inc., a California corporation and a wholly owned subsidiary of
Parent ("PURCHASER"), and each of the stockholders whose names appear on Exhibit
A to this Agreement (each, a "STOCKHOLDER" and, collectively, the
"STOCKHOLDERS").
WHEREAS, as of the date hereof and except as noted on Exhibit A hereto,
each Stockholder represents and warrants to Parent that he, she or it owns of
record and/or beneficially and has good, valid and marketable title to, free and
clear of any Lien, proxy, voting restriction, limitation on disposition, adverse
claim of ownership or use or encumbrance of any kind, other than pursuant to
this Agreement, a margin account established in accordance with Regulation T
under the Securities Exchange Act of 1934, as amended, the trust agreement
establishing the Aram H. Keith and Margie R. Keith Revocable Trust dated October
23, 1989 (the "TRUST"), and the Trust has the sole power to vote the number of
shares of common stock, par value $0.001 per share ("Company Common Stock"), of
The Keith Companies, Inc., a California corporation (the "Company"), as set
forth opposite such Stockholder's name on Exhibit A hereto (all such shares of
Company Common Stock and any shares of Company Common Stock of which ownership
of record or the power to vote is hereafter acquired by the Stockholders prior
to the termination of this Agreement being referred to herein as the "Shares");
and
WHEREAS, Parent, Purchaser and the Company propose to enter into,
simultaneously herewith, an Agreement and Plan of Merger and Reorganization (the
"Merger Agreement"; terms used but not defined in this Agreement shall have the
meanings ascribed to them in the Merger Agreement), a draft of which has been
made available to each Stockholder, which provides, upon the terms and subject
to the conditions thereof, for the merger of Purchaser with and into the Company
(the "Merger");
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein and in the Merger Agreement, and
intending to be legally bound hereby, the Stockholders hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each Stockholder
hereby, jointly and severally, represents and warrants to Parent and
Purchaser as follows:
(a) The Trust is a trust duly organized, validly existing and in good
standing under the laws of the State of California. The Trust has
all necessary power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution
and delivery of this Agreement by the Trust and the performance
by the Trust of its obligations hereunder have been duly and
validly authorized by all necessary action, and no other
proceedings on the part of the Trust are necessary to authorize
this Agreement or to perform its obligations hereunder. This
Agreement has been duly executed and delivered by the Trust and,
assuming the due authorization, execution and delivery by Parent
and Purchaser, constitutes the legal, valid and binding
obligation of the Trust, enforceable against the Trust in
accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy insolvency and similar laws
affecting creditors' rights generally and general principles of
equity (whether considered in a proceeding at law or equity).
(b) The execution and delivery of this Agreement by the Trust do not,
and the performance of this Agreement by the Trust will not, (A)
conflict with or violate the organizational documents of the
Trust, (B) assuming that all consents, approvals, authorizations
and other actions described in subsection (c) have been obtained
and all filings and obligations described in subsection (c) have
been made, conflict with or violate any Law applicable to the
Trust or by which any property or asset of the Trust is bound or
affected, or (C) result in any breach of or constitute a default
(or an event which, with notice or lapse of time or both, would
become a default) under, or give to others any right of
termination, amendment, acceleration or cancellation of, or
result in the creation of a Lien or other
encumbrance on any property or asset of the Trust pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation.
(c) The execution and delivery of this Agreement by each Stockholder
does not, and the performance of this Agreement by each
Stockholder will not, require any consent, approval,
authorization or permit of, or filing with or notification to,
any Governmental Authority, except for applicable requirements,
if any, of the Securities Act of 1933, as amended, the Exchange
Act and the HSR Act.
(d) With respect to Aram H. Keith and Margie R. Keith (each an
"INDIVIDUAL"), this Agreement has been duly executed and
delivered by each Individual and, assuming the due authorization,
execution and delivery by Parent and Purchaser, constitutes the
legal, valid and binding obligation of each Individual,
enforceable against each Individual in accordance with its terms,
except as such enforceability may be limited by applicable
bankruptcy insolvency and similar laws affecting creditors'
rights generally and general principles of equity (whether
considered in a proceeding at law or equity).
(e) Except for shares of Company Common Stock held directly by the
Trust, the Individuals do not own, either directly or
beneficially, any shares of Company Common Stock.
2. GRANT OF PROXY. Each Stockholder, by this Agreement, with respect to
his, her or its Shares, hereby agrees, and to secure such agreement,
grants an irrevocable proxy to Parent (and agrees to execute such
documents or certificates evidencing such proxy as Parent may
reasonably request) to vote, at any meeting of the stockholders of the
Company, and in any action by written consent of the stockholders of
the Company, all of such Stockholder's Shares (i) in favor of the
approval and adoption of the Merger Agreement and approval of the
Merger, (ii) against any action, agreement or transaction (other than
the Merger Agreement or the Merger) or proposal (including any
Superior Proposal) that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or that could result in any of the
conditions to the Company's obligations under the Merger Agreement not
being fulfilled, and (iii) in favor of any other matter necessary to
the consummation of the Merger and considered and voted upon by the
stockholders of the Company. Each Stockholder further agrees to cause
such Stockholder's Shares to be voted in accordance with the
foregoing. THIS PROXY IS IRREVOCABLE AND SECURES THE PERFORMANCE BY
THE STOCKHOLDERS OF THE DUTIES SET FORTH HEREIN. Each Stockholder
acknowledges receipt and review of a copy of the Merger Agreement.
3. TRANSFER OF SHARES. Each Stockholder agrees that he, she or it shall
not, directly or indirectly, (a) sell, assign, transfer (including by
operation of law), lien, pledge, dispose of or otherwise encumber any
of the Shares or otherwise agree to do any of the foregoing, (b)
deposit any Shares into a voting trust or enter into a voting
agreement or arrangement or grant any proxy or power of attorney with
respect thereto that is inconsistent with this Agreement, (c) enter
into any contract, option or other arrangement or undertaking with
respect to the direct or indirect acquisition or sale, assignment,
transfer (including by operation of law) or other disposition of any
Shares or (d) take any action that would make any representation or
warranty of such Stockholder herein untrue or incorrect in any
material respect or have the effect of preventing or disabling the
Stockholder from performing his, her or its obligations hereunder.
4. NO SOLICITATION OF TRANSACTIONS. None of the Stockholders shall,
directly or indirectly, (a) solicit, initiate or encourage the
submission of, any Competing Transaction or (b) participate in any
discussions or negotiations regarding, or furnish to any person, any
information with respect to, or otherwise cooperate in any way with
respect to, or assist or participate in, facilitate or encourage, any
unsolicited proposal that constitutes, or may reasonably be expected
to lead to, a Superior Proposal; PROVIDED, however, that nothing in
this Section 3 shall prevent Aram H. Keith, in his capacity as a
director and executive officer of the Company from, engaging in any
activity permitted pursuant to Section 6.04 of the Merger Agreement.
Each Stockholder shall, and shall direct his, her or its
representatives and agents to, immediately cease and terminate any
discussions or negotiations with any parties that may be ongoing with
respect to any Competing Transaction.
5. INFORMATION FOR PROXY STATEMENT/PROSPECTUS; DISCLOSURE. Each
Stockholder authorizes and agrees to permit Parent and Purchaser to
publish and disclose in the Proxy
Statement/Prospectus and related filings under the securities laws
such Stockholder's identity and ownership of Shares and the nature of
his, her or its commitments, arrangements and understandings under
this Agreement and any other information required by applicable Law.
6. TERMINATION. The obligations of the Stockholders under this Agreement
shall terminate upon the earlier of (i) the Effective Time and (ii)
upon the termination of the Merger Agreement. Nothing in this Section
7 shall relieve any party of liability for any breach of this
Agreement occurring prior to the time of such termination.
7. MISCELLANEOUS. Notwithstanding anything to the contrary contained
herein, no action of a Stockholder in his, her or its capacity as a
director or executive officer of the Company shall constitute a breach
of this Agreement. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring
such costs and expenses, whether or not the transactions contemplated
hereby are consummated; all notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given
(and shall be deemed to have been duly given upon receipt) by delivery
in person, by telecopy, e-mail or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties
at their addresses as specified on the signature page(s) of this
Agreement; if any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is
not affected in any manner materially adverse to any party; this
Agreement and the Merger Agreement constitute the entire agreement
among the parties with respect to the subject matter hereof and
supersede all prior agreements and undertakings, both written and
oral, among the parties, or any of them, with respect to the subject
matter hereof; this Agreement shall not be assigned (whether pursuant
to a merger, by operation of law or otherwise), except that Parent may
assign all or any of its rights and obligations hereunder to any
affiliate of Parent, PROVIDED, HOWEVER, that no such assignment shall
relieve the assigning party of its obligations hereunder if such
assignee does not perform such obligations; this Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and
nothing in this Agreement, express or implied, is intended to or shall
confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement; the parties
hereto agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with the
terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at
law or in equity; this Agreement shall be governed by, and construed
in accordance with, the laws of the State of California applicable to
contracts executed in and to be performed in that State; this
Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement; from time to time, at the
request of Parent, in the case of any Stockholder, or at the request
of the Stockholders, in the case of Parent and Purchaser, and without
further consideration, each party shall execute and deliver or cause
to be executed and delivered such additional documents and instruments
and take all such further action as may be reasonably necessary or
desirable to give effect to the rights, duties and obligations of the
parties set forth in this Agreement; EACH OF THE PARTIES HERETO HEREBY
WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
STANTEC INC.
By /s/ Anthony P. Franceschini
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Name: Anthony P. Franceschini
Title: President & CEO
By /s/ Jeffrey S. Lloyd
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Name: Jeffrey S. Lloyd
Title: Vice President, Secretary &
General Counsel
STANTEC CONSULTING CALIFORNIA INC.
By /s/ Anthony P. Franceschini
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Name: Anthony P. Franceschini
Title: President
By /s/ Michael J. Slocombe
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Name: Michael J. Slocombe
Title: Secretary
ARAM H. KEITH AND MARGIE R. KEITH
REVOCABLE TRUST
By /s/ Aram H. Keith
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Name: Aram H. Keith, as Trustee
By: /s/ Margie R. Keith, as Trustee
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Margie R. Keith, as Trustee
/s/ Aram H. Keith
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Aram H. Keith
/s/ Margie R. Keith
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Margie R. Keith
EXHIBIT A
LIST OF STOCKHOLDERS
Number of Shares of Company
Common Stock Owned
NAME OF STOCKHOLDER BENEFICIALLY AND OF RECORD
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ARAM H. KEITH AND MARGIE R. KEITH REVOCABLE
TRUST DATED OCTOBER 23, 1989................ 1,366,217
ARAM H. KEITH............................... 1,366,217
MARGIE R. KEITH............................. 1,366,217