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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:
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"(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, (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.
(a) The Board shall have the exclusive power and authority to
administer this
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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
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Title: Vice President, General
Counsel and Clerk
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
By /s/ Herbert J. Lemmer
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Title: Vice President
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