RIGHTS AGREEMENT Dated as of June 22, 2010 By and Between PALM HARBOR HOMES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC As Rights AgentRights Agreement • June 22nd, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Texas
This Rights Agreement, dated as of June 22, 2010 (“Agreement”), is entered into by and between Palm Harbor Homes, Inc., a Florida corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) of the Company outstanding as of the Close of Business (as hereinafter defined) on June 22, 2010 (the “Record Date”), each Right representing the right to purchase one one-thousandth (subject to adjustment) of a share of Preferred Stock (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock that shall become outstanding between the Record Date and the earlier of the Distribution Da
