EXHIBIT 10.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment"), dated as of September 9, 2002,
is by and between Telaxis Communications Corporation, a Massachusetts
corporation (the "Company"), and Registrar and Transfer Company (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement, dated as of May 18, 2001 (the "Agreement");
WHEREAS, capitalized terms used but not otherwise defined in this
Amendment shall have the meaning given them in the Agreement;
WHEREAS, the board of directors of the Company has approved a certain
Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
P-Com, Inc., a Delaware corporation ("P-Com"), and XT Corporation, a
Massachusetts corporation wholly owned by P-Com ("P-Com Merger Sub") (P-Com and
P-Com Merger Sub are collectively referred to herein as the "Other Parties") at
a meeting of the board of directors of the Company held on September 6, 2002
(the "Meeting"), pursuant to which P-Com Merger Sub will be merged with and into
the Company (the "Merger"), and the stockholders of the Company will become
stockholders of P-Com;
WHEREAS, upon the effectiveness of the Merger, the Other Parties
collectively will acquire more than 15% of the outstanding shares of the
Company's Common Stock, $.01 par value per share (the "Company's Common Stock");
WHEREAS, the acquisition of more than 15% of the outstanding shares of
the Company's Common Stock would result in the acquiring entity or entities
being deemed to be an "Acquiring Person" under the Rights Agreement, which would
trigger certain events pursuant to the terms of the Rights Agreement;
WHEREAS, at the Meeting the board of directors of the Company
determined that it is in the best interest of the Company to amend the Rights
Agreement prior to the Company entering into the Merger Agreement so that the
Other Parties will not thereby become Acquiring Persons under the Rights
Agreement; and
WHEREAS, pursuant to Section 26 of the Agreement, this Amendment is
being executed by the Company and the Rights Agent for the purpose of amending
the Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The first subparagraph of Section 1, definition of "Acquiring Person," is
hereby amended by addition thereto of the following final sentence:
1
Anything to the contrary in this paragraph notwithstanding, the term
"Acquiring Person" shall not include either of P-Com, Inc., a Delaware
corporation ("P-Com"), or XT Corporation, a Massachusetts corporation
wholly owned by P-Com ("P-Com Merger Sub") (P-Com and P-Com Merger Sub are
collectively referred to herein as the "Other Parties"), if and only if,
any of such Other Parties individually or collectively shall become the
Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding as a result of the execution of the Agreement and Plan of
Merger authorized and approved by the Board of Directors of the Company at
the meeting of the Board of Directors held on Setember 6, 2002, as it may
be amended from time to time (the "Merger Agreement"), or the consummation
of the transactions contemplated thereby, or any agreements or arrangements
entered into by the Company and the Other Parties in connection therewith.
2. Except as specifically amended by this Amendment, the Agreement shall
remain in full force and effect.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the date first above written.
TELAXIS COMMUNICATIONS CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
REGISTRAR AND TRANSFER COMPANY
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
[THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS]
