AMENDMENT TO TRUST AGREEMENT
AMENDMENT, dated April 11, 1997, to the Trust Agreement,
dated December 31, 1996, by and between Dynamics Corporation of America (the
"Company") and Bank of Boston Connecticut (the "Trustee").
WHEREAS, the Company, as of December 31, 1996, established,
pursuant to the Trust Agreement, a "rabbi" trust (the "Trust") for the purpose
of securing benefits payable under three individual nonqualified deferred
compensations plans with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, which are incorporated in subparagraph SECOND G. of the employment
agreements with each of such officers dated February 1, 1996 (the "Employment
Agreements"); and
WHEREAS, the Board of Directors of the Company (the
"Board"), on the date first written above, approved the amendment of the Trust
Agreement to secure the benefits payable under the Employment Agreements, the
Severance Agreements and the Severance Policy; to require a majority vote of
nonemployee members of the Board to authorize the contribution of funds to the
Trust with respect to the aforementioned benefits; and to make certain other
changes; and
WHEREAS, the Trust Agreement may be amended by
a written instrument executed by the Trustee and the Company;
NOW, THEREFORE, the Trust Agreement is hereby amended as set
forth below, effective as of the date hereof:
1. Section 1(e) of the Trust Agreement is
amended by adding the following at the end thereof:
"Notwithstanding the foregoing, no such additional
deposits shall be made except upon the vote of a majority of those
members of the Board who are not officers or employees of the
Company.
2. Section 1 of the Trust Agreement is amended
by adding at the end of such section a new paragraph (h)
to read as follows:
Notwithstanding anything in this Trust Agreement to
the contrary, as of April 11, 1997, the term "Plans" shall mean (i)
the three individual nonqualified deferred compensations plans with
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, which are
incorporated in subparagraph SECOND G. of the employment agreements
with each of such officers dated February 1, 1996 (the "Employment
Agreements"), (ii) the severance arrangements incorporated as Article
FOURTH of the Employment Agreements, (iii) the severance agreements
entered into as of such date with certain of the Company's employees
and (iv) the severance policy adopted as of such date for certain
other employees of the Company.
3. Section 5 of the Trust Agreement is amended
by adding thereto a new paragraph (d) to read as follows:
Notwithstanding anything to the contrary contained
in paragraphs (b) and (c) of this Section 5, upon and following a
Change in Control, the Company (i) shall no longer have the right to
change the persons or entities serving as an investment manager with
the power and authority to direct the investment of any portion of
the assets of the Trust, (ii) may not itself serve as such investment
manager, and (iii) shall no longer have the right to substitute
assets of equal fair market value for any asset held by the Trust.
4. Section 13 of the Trust is amended by changing paragraph
(d) thereof to read in its entirety as follows:
For purposes of this Trust Agreement, a "Change in Control" shall be
deemed to have occurred if the event set forth in any one of the
following paragraphs shall have occurred:
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(I) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any
securities acquired directly from the Company or its
Affiliates) representing 25% or more of the combined voting
power of the Company's then outstanding securities,
excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (i) of
paragraph (III) below; or
(II) the following individuals cease for any reason to constitute
a majority of the number of directors then serving on the
Board of Directors of the Company (the "Board"): individuals
who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a consent
solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved or recommended by a vote of at least two-thirds
(2/3) of the directors then still in office who either
were directors on the date hereof or whose appointment,
election or nomination for election was previously so
approved or recommended; or
(III) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the
Company with any other corporation, other than (i) a
merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at
least 60% of the combined voting power of the securities of
the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indi-
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rectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from the Company or its Affiliates other
than in connection with the acquisition by the Company or
its Affiliates of a business) representing 25% or more of
the combined voting power of the Company's then outstanding
securities; or
(IV) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company's as-
sets, other than a sale or disposition by the Company of all
or substantially all of the Company's assets to an entity,
at least 60% of the combined voting power of the voting
securities of which are owned by stockholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.
For purposes of this Section 13(d), the following
definitions shall apply: "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i)
the Company or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their
ownership of stock of the Company. "Beneficial Owner" shall have the
meaning set forth in Rule 13d-3 under the Exchange Act. "Affiliate"
shall have the meaning set forth in Rule 12b-2 promulgated under
Section 12 of the Exchange Act. "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended from time to time.
Except as set forth above, the Trust Agreement is hereby
ratified and confirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have executed this
amendment as of the date first written above.
DYNAMICS CORPORATION OF AMERICA
By:
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Name:
Title:
By:
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Name:
Title:
BANK OF BOSTON CONNECTICUT
.
By:
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Name:
Title:
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