Exhibit 4.1


 


AMENDMENT NO. 3 TO RIGHTS
AGREEMENT


 


This Amendment No. 3 to Rights Agreement (this “Amendment”) is entered into as of January 6, 2006 (to
become effective on the date set forth in Section 5.0 of this Amendment),
between WATER PIK TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey
limited liability company (the “Rights Agent”),
and amends the Rights Agreement dated as of November 12, 1999, between the
Company and the Rights Agent, as amended by Amendment No. 1 to Rights
Agreement dated as of December 28, 2000 and by Amendment No. 2 to
Rights Agreement dated as of June 11, 2004 (the “Rights
Agreement”).


 


WHEREAS, the Company desires to amend the Rights
Agreement to prevent certain Persons acting with the approval of the Board of
Directors of the Company to acquire all of the equity interests in the Company
from becoming Acquiring Persons; and


 


WHEREAS, this Amendment is entered into pursuant to Section 27
of the Rights Agreement prior to the time that any Person, to the knowledge of
the Company, has become an Acquiring Person.


 


NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereto agree as follows:


 


1.0  Defined
Terms.  Terms defined
in the Rights Agreement and used and not otherwise defined herein shall have
the meanings given to them in the Rights Agreement.


 


2.0  Additional
Definitions.  Section 1
of the Rights Agreement is hereby further amended to add the following
definitions, which shall be inserted into Section 1 in alphabetical order:


 


“Merger Agreement”
shall mean the Agreement and Plan of Merger made and entered into as of January 5,
2006, by and among Merger Parent, Merger Sub, and Company.


 


“Merger Parent”
shall mean Coast Acquisition Corporation, a Delaware corporation.


 


“Merger Sub”
shall mean Coast Merger Corporation, a Delaware corporation and wholly-owned
subsidiary of Merger Parent.


 


3.0  Amendment
of Section 7.    Paragraph (a) of Section 7 of the
Rights Agreement is amended by deleting the word “or” immediately preceding
clause (iii) thereof and by adding the following new phrase immediately
following clause (iii) thereof: “or (iv) immediately prior to the
Effective Time (as defined in the Merger Agreement). “


 


4.0  Addition
of a New Section 34. The Rights Agreement is amended by
adding a Section 34 thereof which shall read as follows:


 


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“Section 34. 
Exception For Merger Agreement. 
Notwithstanding any provision of this Agreement to the contrary, neither
an event described in Section 11(a)(ii), an event described in clauses
(a), (b), or (c) of Section 13, a Distribution Date, nor a Shares
Acquisition Date shall be deemed to have occurred, none of Merger Parent,
Merger Sub or any of their Affiliates or Associates shall be deemed to have
become an Acquiring Person, and no holder of any Rights shall be entitled to
exercise such Rights under, or be entitled to any rights pursuant to, any of
Sections 3(a), 7(a), 11(a) or 13 of this Agreement, in any such case by
reason of (a) the approval, execution or delivery of the Merger Agreement
or any amendments thereof, or (b) the commencement or, prior to
termination of the Merger Agreement, the consummation of any of the
transactions contemplated by the Merger Agreement, including the Merger (as
defined in the Merger Agreement).”


 


5.0 Effectiveness.  This Amendment shall be deemed effective as
of the time immediately prior to the signing of the Merger Agreement.  Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.


 


6.0 Miscellaneous.  This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such
state.  This Amendment may be executed in
any number of counterparts, each of such counterparts shall for all purposes be
deemed an original and all such counterparts shall together constitute but one
and the same instrument.  If any term,
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and restrictions
of this Amendment shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 3 to the Rights Agreement to be duly executed and
attested, all as of the day and year first above written.


 


 


	
   

  	
  Attest:

  	
   

  	
  WATER PIK TECHNOLOGIES,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard D. Tipton

  	
   

  	
  By:

  	
  /s/ Michael P. Hoopis

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Richard D. Tipton

  	
  Name:

  	
  Michael P. Hoopis

  
	
   

  	
  Title:

  	
  Vice President, General
  Counsel

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
  and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
  MELLON INVESTOR
  SERVICES LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sharon Knepper

  	
   

  	
  By:

  	
  /s/ John Castellanos

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   Sharon Knepper

  	
  Name:

  	
   John Castellanos

  
	
   

  	
  Title:

  	
  Vice President

  	
  Title:

  	
  Vice President

  
																



 


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