1
EXHIBIT 2.5
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
SHARES RIGHTS AGREEMENT
This second amendment to the Second Amended and Restated Shares Rights
Agreement (the "Amendment"), dated as of April 26, 2000, is entered into by and
between Sun Microsystems, Inc., a Delaware corporation (the "Company"), and
BankBoston, N.A. (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to that certain
Second Amended and Restated Shares Rights Agreement dated as of February 11,
1998, amended as of April 14, 1999 (the "Rights Plan");
WHEREAS, the Board of Directors of the Company has determined that it is
in the best interests of the Company and its stockholders to amend the Rights
Plan to increase the purchase price of the Rights to more accurately reflect the
potential market price of the Company's Common Stock over the term of the Rights
Plan;
WHEREAS, pursuant to Section 27 of the Rights Plan, the Rights Plan may
be amended as set forth herein without approval of the holders of the Rights (as
defined in the Rights Plan).
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the Company and the Rights Agent agree as follows:
1. Amendment of Rights Plan. Effective as of the date hereof,
(a) Section 7(b) is hereby amended and restated in its entirety
as follows:
The Purchase Price for each one-thousandth of a Preferred Share
issuable pursuant to the exercise of a Right shall initially be $500.00, shall
be subject to adjustment from time to time as provided in Sections 11 and 13
hereof and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.
2. Rights Plan in Full Force and Effect. Except as amended hereby,
the Rights Plan shall remain in full force and effect.
3. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.
4. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all
purposes be deemed to be an
2
original, and all such counterparts shall together constitute but
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
"COMPANY" SUN MICROSYSTEMS, INC.
By: /s/ XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Vice President, General Counsel
and Secretary
----------------------------------
"RIGHTS AGENT" BANKBOSTON, N.A.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxx X. XxXxxx
-----------------------------------
Title: Senior Account Manager
----------------------------------
