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REEBOK INTERNATIONAL LTD.
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY
AS RIGHTS AGENT
COMMON STOCK RIGHTS AGREEMENT
AMENDMENT NO. 5
This Agreement, dated as of June 5, 2000 (this "AGREEMENT"), is among
Reebok International Ltd., a Massachusetts corporation (the "COMPANY"), and
American Stock Transfer & Trust Company, as Rights Agent.
WHEREAS, pursuant to Section 27 of the Rights Agreement (as defined below),
the Company may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 27 thereof;
WHEREAS, the Company desires to make certain amendments to the Rights
Agreement; and
WHEREAS, the execution and delivery of this Agreement by the Company and
the Rights Agent have been, in all respects, duly authorized by each of them;
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. RIGHTS AGREEMENT; DEFINITIONS. This Agreement amends the Common Stock
Rights Agreement dated as of June 14, 1990, as amended among the parties hereto
(as in effect prior to giving effect to this Agreement, the "RIGHTS AGREEMENT"
and after giving effect to this Agreement, the "AMENDED RIGHTS AGREEMENT").
Terms defined in the Rights Agreement and not otherwise defined herein are used
herein as so defined.
2. AMENDMENT OF RIGHTS AGREEMENT. Effective upon the date hereof, the
Rights Agreement is amended as follows:
2.1. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights Agreement
is amended to read in its entirety as follows:
"(a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates of such Person, shall be the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding, but shall
not include (i) the Company, (ii) any Subsidiary of the Company,
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(iii) any employee benefit plan of the Company or of any Subsidiary of
the Company, (iv) any Person organized, appointed, or established by
the Company or any subsidiary of the Company pursuant to the terms of
any plan described in clause (iii) above, (v) any Exempt Person or
Exempt Person Transferee, other than any Exempt Person or Exempt
Person Transferee who, alone or together with its Affiliates, shall at
any time after the Declaration Date become the Beneficial Owner of any
additional shares of Common Stock except pursuant to the exercise of
compensation-related stock options or (vi) any Person who (A) has
reported or is required to report such ownership on Schedule 13G under
the Exchange Act (or any comparable or successor report) or on
Schedule 13D under the Exchange Act (or any comparable or successor
report) which Schedule 13D does not state any intention to or reserve
the right to control or influence the management or policies of the
Company or engage in any of the actions specified in Item 4 of such
Schedule (other than the disposition of the Common Stock), (B) within
10 Business Days of being requested (including but not limited to, by
telephone or facsimile) by the Company to advise it regarding the
same, certifies to the Company that such Person acquired shares of
Common Stock equal to or in excess of 15% inadvertently or without
appreciation or knowledge of the terms of the Rights, PROVIDED,
HOWEVER, that if the Person requested to so certify fails to do so
within 10 Business Days, then such Person shall become an Acquiring
Person immediately after such 10 Business Day Period, (C) together
with all of such Person's Affiliates, thereafter does not acquire
additional shares of Common Stock while the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding and (D) if
requested to do so by the Company, within a specified number of
Business Days (to be specified by the Company, but in no case fewer
than ten) following such request (including but not limited to, by
telephone or facsimile) from the Company to such Person, reduces its
Beneficial Ownership of Common Stock to below 15% of the Common Stock
then outstanding, PROVIDED, HOWEVER, that if the Person requested to
so reduce its Beneficial Ownership fails to do so within such
specified number of Business Days, then such Person shall become an
Acquiring Person immediately after such specified number of Business
Days."
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2.2. AMENDMENT OF SECTION 1(bb). Section 1(bb) of the Rights Agreement
is amended to read in its entirety as follows:
"(bb) "Offer Commencement Date" shall mean the date of the
commencement by any Person, other than the Company, a Subsidiary of
the Company, or any employee benefit plan of the Company or of any
Subsidiary of the Company or any Person organized, appointed, or
established by the Company or such Subsidiary pursuant to the terms of
any such plan, of a tender or exchange offer (including when such
offer is first published or sent or given within the meaning of Rule
14-d-2(a) of the General Rules and Regulations under the Exchange Act)
if upon consummation thereof the Person and Affiliates thereof would
be the Beneficial Owner of 15% or more of the then outstanding shares
of Common Stock (including any such date which is after the date of
this Agreement and prior to the issuance of the Rights on the Dividend
Record Date or thereafter)."
2.3. AMENDMENT OF SECTION 7(a). The first sentence of Section 7(a) of
the Rights Agreement is amended to read in its entirety as follows:
"Except as otherwise provided herein, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby in whole
or in part at any time from and after the Distribution Date and at or
prior to the Close of Business on June 14, 2010 (or the earlier
redemption or exchange pursuant to Section 24 hereof of the Rights)
(the "Expiration Date")."
2.4. AMENDMENT OF SECTION 23. The first sentence of Section 23 of the
Rights Agreement is amended to read in its entirety as follows:
"The Board may, at its option, upon the affirmative vote or written
consent of not less than a majority of the Directors then in office,
at any time prior to the earlier of (i) the Distribution Date or (ii)
the Close of Business on the Expiration Date, redeem all (but not less
than all) of the then outstanding Rights at a redemption price of $.01
per Right, appropriately adjusted to reflect any stock split, stock
dividend, combination of shares, or similar transaction occurring
after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price")."
2.5. AMENDMENT OF SECTION 29. Section 29 of the Rights Agreement is
amended to read in its entirety as follows:
"Section 29. DETERMINATIONS AND ACTIONS BY THE BOARD; ETC.
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(a) The Board shall have the exclusive power and authority to administer
this Agreement and to exercise all rights and powers specifically granted
to the Board, or to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right
and power to (i) interpret the provisions of this Agreement and (ii) make
all determinations deemed necessary or advisable for the administration of
this Agreement.
(b) It is understood that the TIDE Committee (as described below) of the
Board shall review and evaluate this Agreement in order to consider whether
the maintenance of this Agreement continues to be in the interests of the
Company, its shareholders and any other relevant constituencies of the
Company, at least every three years, or sooner if any Person shall have
made a proposal to the Company, or taken any other action, that, if
effective, could cause such Person to become an Acquiring Person hereunder,
if a majority of the members of the TIDE Committee shall deem such review
and evaluation appropriate after giving due regard to all relevant
circumstances. Following each such review, the TIDE Committee will
communicate its conclusions to the full Board, including any recommendation
in light thereof as to whether this Agreement should be modified or the
Rights should be redeemed. The TIDE Committee shall be appointed by the
Board and shall be comprised of Directors of the Company who are not
officers, employees or Affiliates of the Company."
3. GENERAL. This Agreement and the Amended Rights Agreement referred to
herein constitute the entire understanding of the parties with respect to the
subject matter hereof and supersede all prior and current understandings and
agreements, whether written or oral. This Agreement may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of The
Commonwealth of Massachusetts.
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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first written above.
REEBOK INTERNATIONAL LTD.
By /s/ David A. Pace
-------------------------------------
Title: Vice President, General
Counsel and Clerk
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
By /s/ Herbert J. Lemmer
-------------------------------------
Title: Vice President
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