Lock-Up Agreement - FreeMarkets Inc. and Eric C. Cooper
[FreeMarkets, Inc. Letterhead]
October 28, 1999
Dr. Eric C. Cooper
295 Fairview Road
Pittsburgh, PA 15238
Re: Share Transfer Restrictions
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Dear Dr. Cooper:
The purpose of this letter is to set forth our agreement with respect
to the transfer by you of shares of the Common Stock, par value $.01 per share
(the "Shares"), of FreeMarkets, Inc. (the "Company") that you acquire upon
exercise of options granted to you by the Company on the date of this letter. In
consideration of the receipt of such options, the undersigned hereby agrees
that, for the period (the "Lock-Up Period") described below, he will not: (i)
offer, sell, contract to sell, pledge, grant any option to purchase, make any
short sale or otherwise dispose of any Shares, or (ii) engage directly or
indirectly in any transaction the likely result of which would involve a
transaction prohibited by clause (i). The foregoing restriction is expressly
agreed to preclude the undersigned from engaging in any hedging or other
transaction which is designed to, or reasonably expected to lead to, or result
in, a sale or disposition of the Shares even if such Shares would be disposed of
by someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from the Shares.
For the purposes hereof, the Lock-Up Period shall mean: (i) with
respect to all of the Shares, the period beginning on October 28, 1999 and
ending on October 27, 2000; (ii) with respect to 10,000 Shares, the period
beginning on October 28, 2000 and ending on October 27, 2001; and (iii) with
respect to 20,000 Shares, the period beginning on October 28, 2001 and ending on
October 27, 2002.
Notwithstanding the foregoing restrictions on transfer, the undersigned
may, at any time and from time to time during the Lock-Up Period, transfer the
Shares (i) as bona fide gifts or transfers by will or intestacy, or (ii) to any
trust for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that any such transfer shall not involve a
disposition for value, provided, that, in the case of any gift or transfer
described in clauses (i) or (ii), each donee or transferee agrees in writing to
be bound by the terms and conditions contained herein in the same manner as such
terms and conditions apply to the undersigned. For purposes hereof, "immediate
family" means any relationship by blood, marriage or adoption, not more remote
than first cousin.
<PAGE> 2
By signing this letter and accepting the grant of options referred to
herein, the undersigned acknowledges that he is legally bound by the terms of
this letter.
Very truly yours,
FreeMarkets, Inc.
By: /s/ Sam E. Kinney, Jr.
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Accepted and agreed:
/s/ Eric C. Cooper
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Eric C. Cooper