Exhibit 10.73
Second Amendment to
Stockholder Rights Agreement
This Second Amendment to Stockholder Rights Agreement
(the "Amendment'), dated February 23, 2000, is entered into by
and between Datron Systems Incorporated, a Delaware corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C., a
New Jersey limited liability company, as successor in interest to
Security Pacific National Bank, a national banking association,
as Rights Agent (the "Rights Agent").
BACKGROUND
The Company and the Rights Agent are parties to a
Stockholder Rights Agreement dated August 21, 1990, as amended
(the "Agreement"). The Board of Directors of the Company has
authorized an amendment to the Agreement pursuant to Section 28
of the Agreement and the Company has delivered a certificate to
the Rights Agent stating that the amendment set forth herein has
been adopted in compliance with the provision of such section.
AMENDMENT
NOW, THEREFORE, the parties hereby agree as follows.
1. Amendment.
The definition of "Acquiring Person" as set forth in
the Plan is amended by to read in its entirety as follows:
"Acquiring Person" means any Person who or which,
together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of fifteen
percent (15%) or more of the Common Shares then
outstanding, but shall not include the Company, any
Subsidiary of the Company, any employee benefit plan
of the Company or of any of its Subsidiaries, or any
Person holding Common Shares for or pursuant to the
terms of any such employee benefit plan; provided,
however, that a Person who would otherwise become an
Acquiring Person solely as a result of (i) a reduction
in the number of outstanding Common Shares subsequent
to the last acquisition by such Person of beneficial
ownership of Common Shares; or (ii) the acquisition by
such Person of beneficial ownership of Common Shares
in the belief that such acquisition would not cause
such Person to become the Beneficial Owner of fifteen
percent (15%) or more of the Common Shares then
outstanding, where such Person, in computing such
Person's percentage ownership of Common Shares, relied
in good faith on the Company's most recent report,
schedule or other document filed with the Securities
and Exchange Commission which sets forth the number of
Common Shares outstanding unless, at the time of such
acquisition, such Person knows or has reason to know
that the information contained therein was or is
inaccurate, shall not be an Acquiring Person until
such Person shall, after the reduction described in
clause (i) above or the acquisition described in
clause (ii) above, acquire beneficial ownership of any
Common Shares while it is the Beneficial Owner of
fifteen percent (15%) or more of the Common Shares
outstanding at the time of such acquisition.
2. Agreement Remains in Full Force and Effect.
Except as modified by this Amendment, the Agreement
remains in full force and effect without amendment or
modification of any kind.
3. Governing Law.
This Amendment, like the Agreement, 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
between Delaware residents 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 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 and attested, all as of the day and
year first above written.
DATRON SYSTEMS INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and
Chief Financial Officer
ATTEST:
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Assistant Secretary
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C., as Rights Agent
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
ATTEST:
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President
