Exhibit 2
FIRST AMENDMENT TO THE
RIGHTS AGREEMENT
BETWEEN
NATIONAL SEMICONDUCTOR CORPORATION
AND
THE FIRST NATIONAL BANK OF BOSTON
THIS FIRST AMENDMENT TO THE RIGHTS AGREEMENT (this "First Amendment"),
is made and entered into between National Semiconductor Corporation, a
Delaware corporation (the "Company") and the First National Bank of Boston,
a national banking association (the "Rights Agent"), with respect to that
certain Rights Agreement, dated as of August 8, 1988 (the "Original
Agreement").
The parties to this First Amendment are all of the parties to the
Original Agreement. The parties to this First Amendment desire to amend the
Original Agreement as hereinafter set forth. Capitalized terms used in this
First Amendment without definition have the meanings given them in the
Original Agreement.
Section 22 of the Original Agreement is amended and modified to read in
full as follows:
Section 22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of share of Common Stock
following the Distribution Date and prior to the redemption or expiration of
the Rights, the Company (a) shall, with respect to shares of Common Stock so
issued or sold pursuant to the exercise of stock options or otherwise under
any employee plan or arrangement, which plan or arrangement is existing as of
the Distribution Date, or upon the exercise, conversion or exchange of any
other securities issued by the Company on or prior to the Distribution Date,
(b) shall, with respect to shares of Common Stock so issued or sold by the
Company upon exercise, conversion or exchange, in whole or in part, of any or
all of the 6.5% Convertible Subordinated Notes due October 1, 2002 issued
pursuant to that certain Indenture dated as of September 15, 1995 as may be
amended from time-to-time, between the Company and The First National Bank of
Boston, a national banking association, as Trustee, and (c) may, in any other
case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Right Certificates representing the appropriate number of
Rights in connection with such issuance or sale; provided, however, that (i)
no such Right Certificates shall be issued if, and to the extent that, the
Company
shall be advised by counsel that such issuance would create a significant
risk of material adverse tax consequences to the Company or the Person to
whom such Right Certificates would be issued, and (ii) no such Right
Certificates shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made pursuant to this Agreement in lieu
of the issuance thereof.
The amendments to the Original Agreement made in this First Amendment
shall be effective as of October 31, 1995.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment effective as of October 31, 1995.
NATIONAL SEMICONDUCTOR CORPORATION
Attest:
By /s/ XXXXX LUDGUS By /s/ XXXX X. XXXXX III
----------------------------- --------------------------------
Assistant Secretary Senior Vice President, General
Counsel and Secretary
[SEAL]
Attest:
By /s/ XXXXX X. XXXXXXX By /s/ XXXXXXXX X. XXXXXXXX
------------------------------ -------------------------------
Senior Account Manager Senior Account Manager
[SEAL]
