Exhibit 10.6
AMENDMENT NO. 2 TO
RIGHTS AGREEMENT
This Amendment, dated as of October 9, 1997, to the Rights Agreement,
dated as of December 11, 1996 between Newport News Shipbuilding Inc. (the
"Company") and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent"), as previously amended by an Amendment No. 1 dated as of March
25, 1997 (the "Rights Agreement"), provides:
WHEREAS, the Company now believes it is desirable to amend the Rights
Agreement in certain respects to clarify the treatment of certain options to
acquire common stock of the Company granted or to be granted pursuant to certain
employee benefit plans maintained by the Company; and
WHEREAS, such amendment is permitted by and in compliance with Section
26, clauses (ii) and (iv) of the Rights Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Rights Agent
hereby agree as follows:
1. Capitalized terms used, but not defined, herein shall have the
meanings set forth in the Rights Agreement.
2. The first sentence of Section 3(c) of the Rights Agreement is
amended to read as follows:
Rights shall be issued in respect of all shares of Common Stock that
are issued (whether originally issued or from the Company's treasury)
after the Record Date but prior to (i) in the case of shares of Common
Stock issued pursuant to options or other stock-based awards granted
prior to the Distribution Date under any of the Company's employee or
director compensation plans now or hereafter in effect, the Expiration
Date, and (ii) in the case of all other issuances of Common Stock, the
earlier of the Distribution Date or the Expiration Date.
3. Except as amended hereby, the Rights Agreement shall remain in
effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the date and year first above written.
ATTEST: NEWPORT NEWS SHIPBUILDING INC.
By Xxxxx X. X. Xxxxxx By Xxxxxxx X. Xxxxxxxx
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Name: Xxxxx X. X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary Title: Vice President, General Counsel
and Secretary
ATTEST: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By Xxxxx Xxxxxxxxxx By Xxxxxxx X. Xxxxx
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Name: Xxxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President Title: Vice President