Amendment to Rights Agreement
Exhibit
10
Amendment
to Rights Agreement
THIS AMENDMENT, dated as of
December 12, 2008 between Comtech Telecommunications Corp., a Delaware
corporation (the “Company”), and American Stock
Transfer & Trust Company, LLC, a New York limited liability trust company
(the “Rights Agent”), to
the Rights Agreement dated December 15, 1998 between the Company and the Rights
Agent (the “Rights
Agreement”).
WHEREAS, the Rights Agreement
shall expire by its own terms on December 15, 2008; and
WHEREAS, the Board of
Directors of the Company, after due consideration, has concluded that the
continuation of the Rights Agreement is appropriate for the protection of the
stockholders’ interests;
NOW, THEREFORE, in consideration
of the premises and the mutual agreements set forth herein and in the Agreement,
the parties hereto hereby agree as follows:
1. Amendment to
Agreement. Section 1(l) of the Rights Agreement is hereby
amended to read in its entirety as follows:
“1(l) ‘Final Expiration
Date’ shall mean December 15, 2009.”
2. Continuing Force and
Effect. Except as provided in Section 1 of this Amendment, the
terms, conditions and provisions of the Agreement shall remain in full force and
effect, and all references to the “Agreement” therein shall mean the Agreement
as amended by this Amendment.
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
first above written.
|
COMTECH
TELECOMMUNICATIONS CORP.
|
|
By:
/s/ Xxxxxxx
Porcelain
|
|
Name:
Xxxxxxx Porcelain
|
|
Title:
Senior Vice President and
Chief
Financial Officer
|
|
AMERICAN
STOCK TRANSFER & TRUST
COMPANY,
LLC
|
|
By: /s/
Xxxxxxx X.
Xxxxxx
|
|
Name:
Xxxxxxx X. Xxxxxx
|
|
Title:
Vice President
|
