AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of June 29,
2006, between RSA Security Inc. (formerly Security Dynamics Technologies, Inc.), a Delaware
corporation (the “Company”), and Computershare Trust Company, N.A. (formerly EquiServe Trust
Company, N.A.) (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have the
meanings given them in the Rights Agreement dated as of July 20, 1999, as amended, between the
parties hereto (the “Rights Agreement”).
RECITALS
WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger immediately
following the execution and delivery hereof (as it may be amended from time to time, the “Merger
Agreement”) among XXX Xxxxxxxxxxx, a Massachusetts corporation (“Buyer”), Entrust Merger
Corporation, a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”), and the
Company, providing for the merger (the “Merger”) of the Company with and into Merger Sub, with the
Company continuing as the surviving corporation;
WHEREAS, the Board of Directors of the Company has approved, authorized and adopted the Merger
Agreement and the transactions contemplated thereby;
WHEREAS, the Board of Directors of the Company has determined, in connection with the
execution of the Merger Agreement, that it is desirable to amend the Rights Agreement to exempt the
Merger Agreement, the execution thereof and the transactions contemplated thereby, including,
without limitation, the Merger, from the application of the Rights Agreement as set forth in this
Amendment;
WHEREAS, no Person has as of the time immediately prior to this Amendment become an Acquiring
Person and no Distribution Date has occurred;
WHEREAS, Section 27 of the Rights Agreement provides that, prior to the Distribution Date, the
Board of Directors of the Company may, and the Company and the Rights Agent shall if the Board of
Directors of the Company so directs, supplement or amend any provision of the Rights Agreement
without the approval of any holders of certificates representing shares of Common Stock of the
Company;
WHEREAS, pursuant to the terms of the Rights Agreement and in accordance with Section 27
thereof, the Board of Directors of the Company has directed that the Rights Agreement should be
amended and supplemented as set forth in this Amendment prior to the execution of the Merger
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:
1
1. Section 1(a) of the Rights Agreement is hereby amended to add the following paragraph of
the of Section 1(a):
“In addition, notwithstanding anything in this Agreement to the contrary, none
of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Buyer”), Entrust Merger
Corporation, a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger
Sub”) or any of their Affiliates or Associates shall be an “Acquiring Person” solely
by reason of: (1) the approval, adoption, execution or delivery of the Agreement and
Plan of Merger (as it may be amended and supplemented, the “Merger Agreement”) among
the Company, Buyer and Merger Sub, pursuant to which Merger Sub shall be merged with
and into the Company, and the Company shall continue as the surviving corporation
and as a wholly owned subsidiary of the Buyer (the “Merger”), or (2) the
consummation of the Merger or any of the other transactions contemplated by the
Merger Agreement.”
2. Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety to read
as follows:
“Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein including, without limitation,
the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23
hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase and the certificate on the reverse side thereof
duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose,
together with payment of the aggregate Purchase Price with respect to the total number of shares of
Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which
such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time
immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) the
Final Expiration Date, (iii) the time at which the Rights are redeemed as provided in Section 23
hereof (the “Redemption Date”) and (iv) the time at which the Rights are exchanged as provided in
Section 24 hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the
“Expiration Date”).”
3. Section 1(w) of the Rights Agreement is hereby amended to add the following at the end
thereof immediately prior to the period:
”; provided, however, that, notwithstanding anything in this Agreement to the contrary, a
Section 11(a)(ii) Event shall be deemed not to have occurred solely as a result of (x) the
approval, adoption, execution or delivery of the Merger Agreement or (y) the consummation of the
Merger or any of the other transactions contemplated by the Merger Agreement.”
4. Section 1(y) of the Rights Agreement is hereby amended to add the following at the end
thereof immediately prior to the period:
”; provided, however, that, notwithstanding anything in this Agreement to the contrary, a
Section 13 Event shall be deemed not to have occurred solely as a result of (x) the approval,
2
adoption, execution or delivery of the Merger Agreement or (y) the consummation of the Merger or
any of the other transactions contemplated by the Merger Agreement.”
5. Section 21 of the Rights Agreement is hereby amended to insert the following sentence
immediately following the first sentence of Section 21:
“In the event the transfer agency relationship in effect between the Company and the Rights
Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of
such termination; and any required notice will be sent by the Company.”
6. The Rights Agreement is hereby amended to add the following new Section 35:
“Section 35. FORCE MAJEURE. Notwithstanding anything to the contrary contained herein,
Rights Agent shall not be liable for any delays or failures in performance resulting from acts
beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage
of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss
of data due to power failures or mechanical difficulties with information storage or retrieval
systems, labor difficulties, war, or civil unrest.”
7. This Amendment shall become effective as of the date first written above.
8. Except as amended hereby, the Rights Agreement shall remain unchanged and shall remain in
full force and effect.
9. This Amendment may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.
10. This Amendment shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Massachusetts (without giving effect to any conflict of laws principles that would
cause the application of the laws of any other jurisdiction).
11. The officer of the Company executing this Amendment, being an appropriate officer of the
Company and authorized to do so by resolution of the Board of Directors of the Company duly adopted
and approved at a meeting held on June 29, 2006, hereby certifies to the Rights Agent that this
Amendment is in compliance with Section 27 of the Rights Agreement.
[The remainder of this page has been intentionally left blank.]
3
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
duly authorized representatives as of the date first above written.
| RSA SECURITY INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxx, Xx. | |||
| Name: Xxxxxx X. Xxxxxxxx, Xx. | ||||
| Title: President and Chief Executive Officer | ||||
| COMPUTERSHARE TRUST COMPANY, N.A. | ||||
| (FORMERLY EQUISERVE TRUST | ||||
| COMPANY, N.A.) | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: Xxxxxx X. Xxxxxx | ||||
| Title: Managing Director | ||||
4
