Exhibit 4.3
THERMO ELECTRON CORPORATION
Amendment No. 1 to Rights Agreement
THIS AMENDMENT NO. 1, executed as of February 7, 2002, is made to the
RIGHTS AGREEMENT, dated as of October 29, 2001 (the "Agreement"), between Thermo
Electron Corporation, a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Company, a New York banking corporation, as Rights Agent (the
"Rights Agent").
In accordance with the provisions of Section 27 of the Agreement, the
Agreement is hereby amended as follows:
1. Section 23 is amended by adding the following new subparagraph (d) at
the end thereof:
"(d) The Shareholder Rights Plan Committee of the Company's Board of
Directors shall review this Agreement in order to consider whether the
maintenance of this Agreement continues to be in the best interests of
the Company and its stockholders. The committee shall conduct such
review periodically when, as and in such manner as the committee deems
appropriate, after giving due regard to all relevant circumstances;
provided, however, that the committee shall take such action at least
once every three years. Following each such review, the committee will
report its conclusions to the Board of Directors of the Company,
including any recommendation in light thereof as to whether this
Agreement should be modified or the Rights should be redeemed. The
committee is authorized to retain such legal counsel, financial
advisors and other advisors as the committee deems appropriate in
order to assist the committee in carrying out its foregoing
responsibilities under this Agreement. The committee shall consist of
directors who are eligible to serve on the committee in accordance
with the Company's bylaws."
2. Except as amended hereby, the Agreement shall remain unchanged and shall
remain in full force and effect.
3. 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 as of the day and year first above written.
Attest: THERMO ELECTRON CORPORATION
By: By:
Name: Name:
Title: Title:
Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY
By: By:
Name: Name:
Title: Title:
