UNITED STATES









Exhibit 4.1




 




 








 









 




 




Zebra Technologies

Corporation




 




and




 




Mellon Investor

Services LLC




 




as




 




Rights Agent




 




Rights Agreement




 




Dated as of March

14, 2002




 




 




 






































 




TABLE OF CONTENTS




 




 




	

  Section 1.


  	

  Certain

  Definitions


  	

   


  
	

  Section 2.


  	

  Appointment of Rights Agent


  	

   


  
	

  Section 3.


  	

  Issuance of Rights

  Certificates.


  	

   


  
	

  Section 4.


  	

  Form of Rights

  Certificates.


  	

   


  
	

  Section 5.


  	

  Countersignature and

  Registration


  	

   


  
	

  Section

  6.


  	

  Transfer,

  Split-Up, Combination and Exchange of Rights Certificates; Mutilated,

  Destroyed, Lost or Stolen Rights Certificates.


  	

   


  
	

  Section

  7.


  	

  Exercise

  of Rights; Purchase Price; Expiration Date of Rights.


  	

   


  
	

  Section

  8.


  	

  Cancellation

  and Destruction of Rights Certificates


  	

   


  
	

  Section 9.


  	

  Availability of Capital

  Stock.


  	

   


  
	

  Section 10.


  	

  Preferred Shares Record

  Date


  	

   


  
	

  Section

  11. 


  	

  Adjustment

  of Purchase Price, Number and Kind of Shares or Number of Rights 


  	

   


  
	

  Section

  12.


  	

  Certificate

  of Adjusted Purchase Price or Number of Shares


  	

   


  
	

  Section

  13.


  	

  Consolidation,

  Merger or Sale or Transfer of Assets or Earning Power.


  	

   


  
	

  Section 14.


  	

  Fractional

  Rights and Fractional Shares.


  	

   


  
	

  Section

  15.


  	

  Rights of

  Action


  	

   


  
	

  Section 16.


  	

  Agreement of Rights Holders


  	

   


  
	

  Section

  17.


  	

  Rights

  Certificate Holder Not Deemed a Stockholder


  	

   


  
	

  Section 18.


  	

  Concerning the Rights

  Agent


  	

   


  
	

  Section

  19.


  	

  Merger

  or Consolidation or Change of Name of Rights Agent


  	

   


  
	

  Section 20.


  	

  Duties of Rights

  Agent


  	

   


  
	

  Section 21.


  	

  Change

  of Rights Agent


  	

   


  
	

  Section 22.


  	

  Issuance of New

  Rights Certificates


  	

   


  
	

  Section 23.


  	

  Redemption.


  	

   


  
	

  Section 24.


  	

  Exchange.


  	

   


  
	

  Section 25.


  	

  Notice

  of Certain Events.


  	

   


  
	

  Section 26.


  	

  Notices


  	

   


  
	

  Section 27.


  	

  Supplements and Amendments


  	

   


  
	

  Section

  28.


  	

  Determination

  and Actions by the Board of Directors, etc.


  	

   


  
	

  Section 29.


  	

  Successors


  	

   


  
	

  Section 30.


  	

  Benefits of this Agreement


  	

   


  
	

  Section

  31.


  	

  Severability


  	

   


  
	

  Section

  32.


  	

  Governing Law


  	

   


  
	

  Section

  33.


  	

  Counterparts


  	

   


  
	

  Section 34.


  	

  Descriptive

  Headings


  	

   


  
	

   


  	

   


  	

   


  






























RIGHTS AGREEMENT




Agreement,

dated as of March 14, 2002, between Zebra Technologies Corporation, a Delaware

corporation (the “Company”), and

Mellon Investor Services LLC, a New Jersey Limited Liability Company (the “Rights Agent”).




The

Board of Directors of the Company (the “Board

of Directors”) has (a) authorized and declared a dividend of (i) one

Series A Preferred Share (as hereinafter defined) purchase right (a “Class A Right”) for each Class A Common

Share (as hereinafter defined) of the Company outstanding as of March 14, 2002

(the “Record Date”) and (ii) one

Series B Preferred Share (as hereinafter defined) purchase right (a “Class B Right”) for each Class B Common

Share (as hereinafter defined) of the Company outstanding as of the Record

Date, each Class A Right representing the right to purchase one ten–thousandth

of a Series A Preferred Share and each Class B Right representing the right to

purchase one ten-thousandth of a Series B Preferred Share, upon the terms and

subject to the conditions herein set forth, and (b) further authorized and

directed the issuance of (i) one Class A Right with respect to each Class A

Common Share and (ii) one Class B Right with respect to each Class B Common

Share that shall become outstanding between the Record Date and the earliest of

the Distribution Date, the Redemption Date and the Final Expiration Date (as

such terms are hereinafter defined).




Accordingly,

in consideration of the premises and the mutual agreements herein set forth,

the parties hereby agree as follows:




Certain

Definitions. 

For purposes of this Agreement, the following terms have the meanings

indicated:




“Acquiring Person” shall mean any Person (as

hereinafter defined) who or which, together with all Affiliates and Associates

(as such terms are hereinafter defined) of such Person, shall be the Beneficial

Owner (as hereinafter defined) of Class A Common Shares equal to or in excess

of 15% of the Common Shares (as hereinafter defined) then outstanding, but

shall not include (i) the Company, (ii) any Subsidiary (as hereinafter defined)

of the Company, (iii) any employee benefit plan of the Company or any

Subsidiary of the Company, (iv) any entity organized, appointed or established

by the Company for, or pursuant to the terms of, any such plan, (v) any

Grandfathered Person (as hereinafter defined) or (vi) any Person who, prior to

the Company’s public announcement of the Board’s approval of this Agreement, is

the Beneficial Owner of Class A Common Shares equal to or in excess of 15% of

the Common Shares then outstanding (a “Current 15%

Owner”); provided, however, that if following such

public announcement of the Board’s approval of this Agreement, such Current 15%

Owner becomes the Beneficial Owner of any additional Class A Common Shares of

the Company and is the Beneficial Owner of Class A Common Shares equal to or in

excess of 15% of the Common Shares then outstanding, then such Current 15%

Owner shall be deemed an “Acquiring Person”. 

Notwithstanding the foregoing, no Person shall become an “Acquiring

Person” as the result of (a) an acquisition of Common Shares by the Company

which, by reducing the number of Common Shares outstanding, increases the

proportionate number of Class A Common Shares beneficially owned by such Person

to 15% or more of the Common Shares then outstanding or (b) the acquisition by

such Person of newly-issued Common Shares directly from the Company (it being

understood that a purchase from an underwriter or other intermediary is not

directly from the Company); provided,

however, that if a Person becomes the Beneficial Owner of Class A

Common Shares equal to or in excess of 15% of the Common Shares then

outstanding by reason of share purchases by the Company or the receipt of

newly-issued Common Shares directly from the Company and, after such share

purchases or direct issuance by the Company, becomes the Beneficial Owner of

any additional Class A Common Shares of the Company and is the Beneficial Owner

of Class A Common Shares equal to or in excess of 15% of the Common Shares then

outstanding, then such Person shall be deemed to be an “Acquiring Person”.  Notwithstanding the foregoing, if the Board

of Directors determines in good faith that a Person who would otherwise be an

“Acquiring Person”, as defined pursuant to the foregoing provisions of this

Section 1(a), has become such inadvertently, and such Person divests as 




 




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promptly as practicable a sufficient number of Class A Common

Shares so that such Person would no longer be an Acquiring Person, as defined

pursuant to the foregoing provisions of this Section 1(a), then such Person

shall not be deemed to be an “Acquiring Person” for any purposes of this

Agreement.




“Affiliate” and “Associate” shall

have the respective meanings ascribed to such terms in Rule 12b-2 of the

General Rules and Regulations under the Exchange Act (as hereinafter defined)

as in effect on the date of this Agreement.




A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “beneficially own,” any

securities:




which such Person or any of such Person’s Affiliates or

Associates beneficially owns, directly or indirectly;




which such Person or any of such Person’s Affiliates or

Associates, directly or indirectly, has (A) the right to acquire (whether such

right is exercisable immediately or only after the passage of time) pursuant to

any agreement, arrangement or understanding (other than customary agreements

with and between underwriters and selling group members with respect to a bona

fide public offering of securities), or upon the exercise of conversion rights,

exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not

be deemed the Beneficial Owner of, or to beneficially own, (x) securities

tendered pursuant to a tender or exchange offer made by or on behalf of such

Person or any of such Person’s Affiliates or Associates until such tendered

securities are accepted for purchase or exchange, (y) securities issuable upon

exercise of Rights at any time prior to the occurrence of a Triggering Event

(as hereinafter defined) or (z) securities issuable upon exercise of Rights

from, and after the occurrence of, a Triggering Event which Rights were

acquired by such Person or any of such Person’s Affiliates or Associates prior

to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the

“Original Rights”) or pursuant to Section 11(i)

hereof in connection with an adjustment made with respect to any Original

Rights; or (B) the sole or shared right to vote or dispose pursuant to any

agreement, arrangement or understanding; provided,

however, that a Person shall not be deemed the Beneficial Owner of,

or to beneficially own, any security if the agreement, arrangement or

understanding to vote such security (1) arises solely from a revocable proxy or

consent given to such Person in response to a public proxy or consent

solicitation made pursuant to, and in accordance with, the applicable rules and

regulations promulgated under the Exchange Act and (2) is not also then

reportable on Schedule 13D or Schedule 13G under the Exchange Act (or any

comparable or successor report); or (C) “beneficial ownership” of (as

determined pursuant to Rule 13d-3 of the General Rules and Regulations under

the Exchange Act); or




which are beneficially owned, directly or indirectly, by any

other Person (or any Affiliate or Associate thereof) with which such Person or

any of such Person’s Affiliates or Associates has any agreement, arrangement or

understanding, whether written or oral (other than customary agreements with

and between underwriters and selling group members with respect to a bona fide

public offering of securities), for the purpose of acquiring, holding, voting

(except to the extent contemplated by the provisos to Sections 1(c)(ii)(A) and

1(c)(ii)(B)) or disposing of any securities of the Company.




Notwithstanding anything in this definition

of Beneficial Ownership to the contrary, the phrase “then outstanding,” when

used with reference to a Person’s Beneficial Ownership of securities of the

Company, shall mean the number of such securities then issued and outstanding

together with the number of such securities not then actually issued and

outstanding which such Person would be deemed to own beneficially hereunder.




 




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“Business Day” shall mean any day other than

a Saturday, a Sunday or a day on which banking institutions in Chicago,

Illinois or in the State of New Jersey are authorized or obligated by law or

executive order to close.




“Class A Common

Shares” shall

mean the shares of Class A Common Stock, par value $0.01 per share, of the

Company.




“Class B Common

Shares” shall

mean the shares of Class B Common Stock, par value $0.01 per share, of the

Company.




“Close of

Business” on

any given date shall mean 5:00 P.M., Chicago, Illinois time, on such date; provided, however, that if such date is

not a Business Day it shall mean 5:00 P.M., Chicago, Illinois time, on the next

succeeding Business Day.




“Common Shares” shall mean the Class A Common

Shares and Class B Common Shares, collectively, except that when the context

refers to “Common Shares” of any Person other than the Company such term shall

mean the capital stock (or equity interest) of such other Person with the

greatest voting power, or the equity securities or other equity interest having

power to control or direct the management of such Person.




“Distribution

Date” shall

have the meaning set forth in Section 3 hereof.




“Exchange Act” shall mean the Securities

Exchange Act of 1934, as amended.




“Final Expiration

Date” shall

have the meaning set forth in Section 7 hereof.




“Grandfathered

Person” shall

mean:




Gerhard Cless and/or Edward L. Kaplan;




Any former or future spouse of any Person described in

subparagraph (i) of this definition;




Any child, grandchild or great-grandchild, whether by birth

or adoption, whether now living or hereafter born of any Person described in

subparagraph (i) or (ii) of this definition;




Any spouse (including any former or future spouse) of any

Person described in subparagraph (iii) of this definition;




Any estate of, or the executor or administrator of any estate

of, or any guardian or custodian for any Person described in subparagraphs (i)

through (iv) of this definition (so long as such executor, administrator,

guardian or custodian is acting in his or her capacity as such);




Any legal advisor of any Person described in subparagraphs

(i) through (v), (vii) or (viii) of this definition who is given a revocable

proxy by such Person with respect to voting securities of the Company of which

such Person is Beneficial Owner or who is or becomes an attorney-in-fact or

agent of such Person;




any organization (whether now existing or hereafter formed)

described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended

established by any Person described in subparagraphs (i) through (v) of this

definition;




Any corporation, limited liability company, trust (including

any voting trust), general partnership, limited partnership, organization or

other entity (whether now existing or hereafter formed) of which substantially

all of the outstanding beneficial, voting or equity interest are beneficially

owned, directly or indirectly, either (A) by one or more of the Persons

described in subparagraphs (i) through (v) of this definition, or (B) by any

combination of one or more of the Persons described in subparagraphs (i)

through (v) of this definition and one or more organizations described in

subparagraph (vii) of this definition; and




Any other Person (A) who or which is or becomes an Affiliate

or Associate of any Person described in subparagraphs (i) through (viii) of

this definition, or (B) of which any Person described in subparagraphs (i)

through (viii) of this definition is or becomes an Affiliate or Associate;

provided, in either case (A) or case (B), such other Person is not the

Beneficial Owner of 5% or more of the Common Shares then outstanding (for

purposes of determining the number of Common Shares of which such other Person

is the Beneficial Owner under this subparagraph (ix) such other Person shall

not be deemed to beneficially own Common Shares solely by reason of an

Affiliate or Associate relationship of the kind described in (A) or (B) above

in this subparagraph (ix)).




“Person” shall mean any individual,

trust, firm, corporation, partnership, limited liability company or other

entity, and shall include any successor (by merger or otherwise) of such

entity.




 




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“Preferred Shares” shall mean the Series A

Preferred Shares and the Series B Preferred Shares, collectively.




“Redemption Date” shall have the meaning set

forth in Section 7 hereof.




“Rights” shall mean the Class A Rights

and the Class B Rights, collectively.




“Section

11(a)(ii) Event” shall

mean an event described in Section 11(a)(ii) hereof.




“Series A

Preferred Shares” shall

mean the shares of Series A Junior Participating Preferred Stock, par value

$0.01 per share, of the Company having the rights and preferences set forth in

the Form of Certificate of Designations attached to this Agreement as Exhibit

A.




“Series B

Preferred Shares” shall

mean the shares of Series B Junior Participating Preferred Stock, par value

$0.01 per share, of the Company having the rights and preferences set forth in

the Form of Certificate of Designations attached to this Agreement as Exhibit

A.




“Shares

Acquisition Date” shall

mean the first date of public announcement (which for purposes of this

definition, shall include, without limitation, a report filed pursuant to

Section 13(d) under the Exchange Act) by the Company or an Acquiring Person

that an Acquiring Person has become such.




“Subsidiary” of any Person shall mean any

corporation or other entity of which a majority of the voting power of the

voting equity securities or equity interest is owned, directly or indirectly,

by such Person.




“Triggering Event” shall mean a Section

11(a)(ii) Event (as hereinafter defined) or an event described in Section 13(a)

hereof.




Appointment of

Rights Agent. 

The Company hereby appoints the Rights Agent to act as rights agent for

the Company in accordance with the terms and conditions hereof, and the Rights

Agent hereby accepts such appointment. 

The Company may from time to time appoint such co-Rights Agents as it

may deem necessary or desirable.  The

Rights Agent shall have no duty to supervise, and in no event shall be liable

for, the acts or omissions of any such co-Rights Agent.




Issuance of Rights

Certificates.




Until the earlier of (i) the Close of Business on the tenth day

after the Shares Acquisition Date or (ii) the Close of Business on the

tenth Business Day (or such later date as may be determined by action of the

Board of Directors prior to such time as any Person becomes an Acquiring

Person) after the date of the commencement by any Person (other than the

Company, any Subsidiary of the Company, any employee benefit plan of the

Company or of any Subsidiary of the Company or any person or entity organized,

appointed or established by the Company for, or pursuant to the terms of, any

such plan) of, or of the first public announcement of the intention of any

Person (other than the Company, any Subsidiary of the Company, any employee

benefit plan of the Company or of any Subsidiary of the Company or any person

or entity organized, appointed or established by the Company for, or pursuant

to the terms of, any such plan) to commence, a tender or exchange offer the

consummation of which would result in any Person becoming the Beneficial Owner

of Class A Common Shares aggregating 15% or more of the then-outstanding Common

Shares including any such date which is after the date of this Agreement and

prior to the issuance of the Rights; the earlier of such dates being herein

referred to as the “Distribution

Date”), (x)

the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)

by the certificates for Common Shares registered in the names of the holders

thereof (which certificates shall also be deemed to be certificates for Rights)

and not by separate certificates, (y) the Rights will be transferable only in

connection with the transfer of Common Shares and (z) each transfer of Common

Shares (including a transfer to the Company) shall constitute a transfer of the

Rights associated with such Common Shares. 

As soon as practicable after the Distribution Date, the Company will

prepare and execute, the Rights Agent will countersign, and the Company will

send or cause to be sent (and the Rights Agent will, if requested and provided

with all information necessary for distribution of the Rights Certificates,

send) by first-class, insured, postage-prepaid mail, to each record holder of

Common Shares as of the Close of Business on the Distribution Date, at the

address of such holder shown on the records of the Company, a Rights

Certificate, in substantially the form 




 




4





























 




of Exhibits B-1 and B-2 hereto (a “Rights Certificate”), evidencing one Class A Right for each Class A Common

Share so held and one Class B Right for each Class B Common Share so held.  As of the Distribution Date, the Rights will

be evidenced solely by such Rights Certificates.




The

Company shall promptly notify the Rights Agent in writing upon the occurrence

of the Distribution Date and, if such notification is given orally, the Company

shall confirm same in writing on or prior to the Business Day next

following.  Until such notice is

received by the Rights Agent, the Rights Agent may presume conclusively for all

purposes that the Distribution Date has not occurred.




On the Record Date, or as soon as practicable thereafter, the

Company will send a copy of a Summary of Rights to Purchase Preferred Shares,

in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record

holder of Common Shares as of the Close of Business on the Record Date, at the

address of such holder shown on the records of the Company.  With respect to certificates for Common

Shares outstanding as of the Record Date, until the Distribution Date, the

Rights will be evidenced by such certificates registered in the names of the

holders thereof together with a copy of the Summary of Rights attached

thereto.  Until the Distribution Date

(or the earlier of the Redemption Date or the Final Expiration Date), the

surrender for transfer of any certificate for Common Shares outstanding on the

Record Date, with or without a copy of the Summary of Rights attached thereto,

shall also constitute the transfer of the Rights associated with the Common Shares

represented thereby.




Certificates for Common Shares that become outstanding

(including, without limitation, reacquired Common Shares referred to in the

last sentence of this Section 3 (c) and Class A Common Shares that are

converted from Class B Common Shares (the “Converted Class A Common Shares”) pursuant to the Company’s Certificate of Incorporation

(the “Charter”)) after the Record Date but

prior to the earliest of the Distribution Date, the Redemption Date or the

Final Expiration Date shall have impressed on, printed on, written on or

otherwise affixed to them the following legend:




This

certificate also evidences and entitles the holder hereof to certain rights as

set forth in a Rights Agreement between Zebra Technologies Corporation and

Mellon Investor Services LLC dated as of March 14, 2002 (the “Rights Agreement”), the terms of which are

hereby incorporated herein by reference and a copy of which is on file at the

principal executive offices of Zebra Technologies Corporation.  Under certain circumstances, as set forth in

the Rights Agreement, such Rights will be evidenced by separate certificates

and will no longer be evidenced by this certificate.  Zebra Technologies Corporation will mail to the holder of this

certificate a copy of the Rights Agreement, without charge, after receipt of a

written request therefor.  As described

in the Rights Agreement, Rights issued to any Person who becomes an Acquiring

Person or any Associate or Affiliate thereof (as such terms are defined in the

Rights Agreement) shall become null and void.




With respect to such certificates containing

the foregoing legend, until the Distribution Date, the Rights associated with

the Common Shares represented by such certificates shall be evidenced by such

certificates alone, and the surrender for transfer of any such certificate

shall also constitute the transfer of the Rights associated with the Common

Shares represented thereby.  In the

event that the Company purchases. acquires or converts into other securities

any Common Shares after the Record Date but prior to the Distribution Date, any

Rights associated with such Common Shares shall be deemed cancelled and retired

so that the Company shall not be entitled to exercise any Rights associated

with the Common Shares that are no longer outstanding.




 




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Form of Rights

Certificates.




The Rights Certificates and the forms of election to purchase

and of assignment to be printed on the reverse thereof, shall be substantially

the same as Exhibits B-1 and B-2 hereto, and may have such marks of

identification or designation and such legends, summaries or endorsements

printed thereon as the Company may deem appropriate (but which do not affect

the rights, duties, immunities or responsibilities of the Rights Agent) and as

are not inconsistent with the provisions of this Agreement, or as may be

required to comply with any applicable law or with any rule or regulation made

pursuant thereto or with any rule or regulation of any stock exchange on which

the Rights may from time to time be listed, or to conform to usage.  Subject to the terms, provisions and

restrictions elsewhere herein, the Rights Certificates shall entitle the

holders thereof to purchase such number of one ten–thousandths of a

Series A Preferred Share or Series B Preferred Share, as the case may be, as

shall be set forth therein at the price per one ten-thousandth of a Series A

Preferred Share or Series B Preferred Share, as the case may be, set forth

therein (the “Purchase Price”), but the amount and type of

securities purchasable upon the exercise of each Right and the Purchase Price

shall be subject to adjustment as provided herein.




Any Rights Certificate issued pursuant to Section 3(a) or

Section 22 hereof that represents Rights beneficially owned by:  (i) an Acquiring Person or any Associate or

Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or

of any such Associate or Affiliate) who becomes a transferee after the Acquiring

Person became an Acquiring Person, or (iii) a transferee of an Acquiring Person

(or of any such Associate or Affiliate) who becomes a transferee prior to or

concurrently with the Acquiring Person becoming an Acquiring Person and

receives such Rights pursuant to either (A) a transfer (whether or not for

consideration) from the Acquiring Person to holders of equity interests in such

Acquiring Person or to any Person with whom such Acquiring Person has any

continuing agreement, arrangement or understanding, whether written or oral,

regarding the transferred Rights or (B) a transfer that the Board of Directors

has determined in good faith is part of a plan, arrangement or understanding,

whether written or oral, which has as a primary purpose or effect avoidance of

the second paragraph of Section 11(a)(ii) hereof, and any Rights Certificate

issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange,

replacement or adjustment of any other Rights Certificate referred to in this

sentence, shall contain (to the extent feasible) the following legend:




The

Rights represented by this Rights Certificate are or were beneficially owned by

a Person who was or became an Acquiring Person or an Affiliate or Associate of

an Acquiring Person (as such terms are defined in the Rights Agreement).  Accordingly, this Rights Certificate and the

Rights represented hereby may become null and void in the circumstances

specified in the second paragraph of Section 11(a)(ii) of the Rights Agreement.




The

provisions of the second paragraph of Section 11(a)(ii) shall apply whether or

not any Rights Certificate actually contains the foregoing legend.




Countersignature

and Registration. 

The Rights Certificates shall be executed on behalf of the Company by

its Chairman of the Board, its Chief Executive Officer, its President, its

Chief Financial Officer, any of its Vice Presidents, or its Treasurer, either

manually or by facsimile signature, shall have affixed thereto the Company’s

seal or a facsimile thereof, and shall be attested by the Secretary or an

Assistant Secretary of the Company, either manually or by facsimile

signature.  The Rights Certificates

shall be manually countersigned by the Rights Agent and shall not be valid for

any purpose unless countersigned.  In

case any officer of the Company who shall have signed any of the Rights

Certificates shall cease to be such officer of the Company before

countersignature by the Rights Agent and issuance and delivery by the Company,

such Rights Certificates, nevertheless, may be countersigned by the Rights

Agent and issued and delivered by the Company with the same force and effect as

though the Person who signed such Rights Certificates had not ceased to be such

officer of the Company; and any Rights Certificate may be signed on behalf of

the 




 




6





























 




Company by any Person who, at the actual date of the

execution of such Rights Certificate, shall be a proper officer of the Company

to sign such Rights Certificate (as described in the first sentence of this

Section 5), although at the date of the execution of this Rights Agreement any

such Person was not such an officer.




Following

the Distribution Date, receipt by the Rights Agent of notice to that effect and

all other relevant information referred to in Section 3(a), the Rights Agent

will keep or cause to be kept, at its office designated for such purpose, books

for registration and transfer of the Rights Certificates of each series issued

hereunder.  Such books shall show the

names and addresses of the respective holders of the Rights Certificates, the

number of Rights evidenced on its face by each of the Rights Certificates and

the date of each of the Rights Certificates.




Transfer,

Split-Up, Combination and Exchange of Rights Certificates; Mutilated,

Destroyed, Lost or Stolen Rights Certificates; Conversion of Class B Common

Shares.




Subject to the provisions of Sections 4(b), 14 and 24 hereof,

at any time after the Close of Business on the Distribution Date, and at or

prior to the Close of Business on the earlier of the Redemption Date or the

Final Expiration Date, any Rights Certificate or Rights Certificates (other

than Rights Certificates representing Rights that have become void pursuant to

Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24

hereof) may be transferred, split-up, combined or exchanged for another Rights

Certificate or Rights Certificates, entitling the registered holder to purchase

a like number of one ten–thousandths of a Preferred Share (or Common

Shares, other securities or property), as the case may be, as the Rights

Certificate or Rights Certificates surrendered then entitle such holder to

purchase.  Any registered holder

desiring to transfer, split-up, combine or exchange any Rights Certificate or

Rights Certificates shall make such request in writing delivered to the Rights

Agent, and shall surrender the Rights Certificate or Rights Certificates to be

transferred, split-up, combined or exchanged at the office of the Rights Agent

designated for such purpose.  The Rights

Certificates are transferable only on the books of the Rights Agent.  Neither the Rights Agent nor the Company

shall be obligated to take any action whatsoever with respect to the transfer

of any such surrendered Rights Certificate until the registered holder shall

have (i) properly completed and signed the certificate contained in the form of

assignment on the reverse side of such Rights Certificate, (ii) provided such

additional evidence of the identity of the Beneficial Owner (or former

Beneficial Owner) or Affiliates or Associates thereof, and of the Beneficial

Owner’s (or former Beneficial Owner’s) or Affiliates’ or Associates’ interest

in, or rights to, the Rights evidenced by such Rights Certificate, as the

Company or the Rights Agent shall reasonably request, and (iii) paid a sum

sufficient to cover any tax or charge that may be imposed in connection with

any transfer, split up, combination or exchange of Rights Certificates as

required by Section 9(c) hereof. 

Thereupon, the Rights Agent shall, subject to Sections 4 and 11(a)(ii)

hereof, countersign and deliver to the Person entitled thereto a Rights

Certificate or Rights Certificates, as the case may be, as so requested.  The Rights Agent shall promptly forward any

such sum collected by it to the Company or to such Persons as the Company shall

specify by written notice.  The Rights

Agent shall have no duty or obligation under this Section unless and until it

is satisfied that all such taxes and/or governmental charges have been paid.




Upon receipt by the Company and the Rights Agent of evidence

reasonably satisfactory to them of the loss, theft, destruction or mutilation

of a Rights Certificate, and, in case of loss, theft or destruction, of

indemnity or security reasonably satisfactory to them, and, at the Company’s request,

reimbursement to the Company and the Rights Agent of all reasonable expenses

incidental thereto, and upon surrender to the Rights Agent and cancellation of

the Rights Certificate, if mutilated, the Company will make and deliver a new

Rights Certificate of like tenor to the Rights Agent for delivery to the

registered holder in lieu of the Rights Certificate so lost, stolen, destroyed

or mutilated.




Upon conversion of Class B Common Shares into Class A Common

Shares pursuant to the Charter, the Rights Certificates issued in connection

with the Class B Common Shares to be converted (or, prior to the Distribution

Date, the associated certificate for the Class B 




 




7





























 




Common Shares) shall represent, without any further action by

the Company, the Rights Agent or the registered holder of such shares, the

number of Class A Rights that are then exercisable in connection with the

number of Converted Class A Common Shares (in place and in lieu of the same

number of Class B Rights formerly represented by such Rights Certificates or,

prior to the Distribution Date, the associated certificate for Class B Common

Shares).  If conversion occurs after the

Distribution Date, a registered holder desiring to exchange a Rights Certificate

denoting Class B Rights for a Rights Certificate denoting Class A Rights shall

make such request in writing delivered to the Rights Agent and shall surrender

the Rights Certificate or Rights Certificates to be exchanged at the office of

the Rights Agent designated for such purpose in accordance with the procedures

set forth in Section 6(a).




Exercise

of Rights; Purchase Price; Expiration Date of Rights.




Subject to Section 11(a)(ii) hereof, the registered holder of

any valid Rights Certificate may exercise the Rights evidenced thereby (except

as otherwise provided herein including, without limitation, the restrictions on

exercisability set forth in Section 9(c) hereof) in whole or in part at any

time after the Distribution Date upon surrender of the Rights Certificate, with

the form of election to purchase and the certificate on the reverse side

thereof duly executed, to the Rights Agent at the office of the Rights Agent

designated for such purpose, together with payment of the Purchase Price for each

one ten–thousandth of a Preferred Share (or Common Shares, other securities,

cash or property, as the case may be) as to which the Rights are exercised

together with a sum sufficient to cover any transfer tax or charge that may be

payable in respect of any transfer or delivery of Rights Certificates, Common

Share certificates or depositary receipts in a name other than that of the

registered holder of the Rights being exercised, at or prior to the earliest of

(i) the close of business on March 14, 2012 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as

provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which

such Rights are exchanged as provided in Section 24 hereof.




The Purchase Price for each one ten–thousandth of a Preferred

Share to be issued upon exercise of a Right shall initially be $300.00, shall

be subject to adjustment from time to time as provided in Sections 11 and 13

hereof and shall be payable in lawful money of the United States of America in

accordance with Section 7(c) below.




Upon receipt of a Rights Certificate representing exercisable

Rights, with the form of election to purchase and the certificate on the

reverse side of the Rights Certificate duly executed, accompanied by payment of

the aggregate Purchase Price for the Preferred Shares (or other securities or

property, as the case may be) to be purchased and an amount equal to any

applicable transfer tax required to be paid by the holder of such Rights

Certificate in accordance with Section 9 hereof by wire transfer, certified

check, cashier’s check or money order payable to the order of the Company, or

such other payment method reasonably required by the Company, the Rights Agent

shall thereupon promptly (i) (A) requisition from any transfer agent of the

Preferred Shares (or make available if the Rights Agent is the transfer agent

of the Preferred Shares) certificates for the number of one ten-thousandths  of a

Preferred Share as are to be purchased and the Company hereby irrevocably authorizes

its transfer agent to comply with all such requests or (B) requisition from the

depositary agent depositary receipts as provided in Section 14(b) hereof,

representing such number of one ten–thousandths of a Preferred Share as are to

be purchased (in which case certificates for the Preferred Shares represented

by such receipts shall be deposited by the transfer agent with the depositary

agent and the Company hereby directs the depositary agent to comply with such

request, (ii) when appropriate, requisition from the Company or such other

entity the amount of cash to be paid in lieu of issuance of fractional shares

in accordance with Section 14 hereof, (iii) after receipt of such certificates

or depositary receipts, cause the same to be delivered to, or upon the order

of, the registered holder of such Rights Certificate, registered in such name

or names as may be designated by such holder, and (iv) when appropriate, after

receipt, deliver such cash to, or upon the order of, the registered holder of 




 




8





























 




such Rights Certificate. 

In the event that the Company elects or is obligated to issue other

securities (including Common Shares) of the Company, pay cash and/or distribute

other property pursuant to Section 11(a)(iii) hereof, the Company will make all

arrangements necessary so that such other securities, cash and/or property are

available for distribution by the Rights Agent, if and when necessary to comply

with this Agreement.




In case the registered holder of any Rights Certificate shall

exercise less than all the Rights evidenced thereby, a new Rights Certificate

evidencing Rights equivalent to the Rights remaining unexercised shall be

issued by the Rights Agent to the registered holder of such Rights Certificate

or to his duly authorized assigns, subject to the provisions of Section 14

hereof.




Notwithstanding anything in this Agreement to the contrary,

neither the Rights Agent nor the Company shall be obligated to undertake any

action with respect to a registered holder upon the occurrence of any purported

exercise as set forth in this Section 7 unless such registered holder shall

have (i) properly completed and signed the certificate contained in the form of

election to purchase set forth on the reverse side of the Rights Certificate

surrendered for such exercise, and (ii) provided such additional evidence of

the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates

or Associates thereof, and of the Beneficial Owner’s (or former Beneficial

Owner’s) or Affiliates’ or Associates’ interest in, or rights to, the Rights

evidenced by such Rights Certificates, as the Company or the Rights Agent shall

reasonably request.




Notwithstanding any statement to the contrary contained in

this Agreement or in any Rights Certificate, if the Distribution Date or the

Shares Acquisition Date shall occur prior to the Record Date, the provisions of

this Agreement, including (without limitation) Sections 3 and 11(a)(ii), shall

be applicable to the Rights upon their issuance to the same extent such

provisions would have been applicable if the Record Date were the date of this

Agreement.




Cancellation

and Destruction of Rights Certificates.  All Rights

Certificates surrendered for the purpose of exercise, transfer, split-up,

combination or exchange shall, if surrendered to the Company or to any of its

agents, be delivered to the Rights Agent for cancellation or in cancelled form,

or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights

Certificates shall be issued in lieu thereof except as expressly permitted by

any of the provisions of this Rights Agreement.  The Company shall deliver to the Rights Agent for cancellation

and retirement, and the Rights Agent shall so cancel and retire, any other

Rights Certificate purchased or acquired by the Company otherwise than upon the

exercise thereof.  The Rights Agent

shall deliver all cancelled Rights Certificates to the Company, or shall, at

the written request of the Company, destroy such cancelled Rights Certificates,

and in such case shall deliver a certificate of destruction thereof to the

Company.




Availability of

Capital Stock.




The Company covenants and agrees that it will cause to be

reserved and kept available out of its authorized and unissued Preferred Shares

(and, following the occurrence of a Distribution Date, out of its authorized

and unissued Common Shares and/or other securities or out of its authorized and

issued shares held in its treasury), the number of Preferred Shares (or Common

Shares and/or other securities, as the case may be) that will be sufficient to

permit the exercise in full of all outstanding Rights as provided in this

Agreement.




The Company covenants and agrees that it will take all such

action as may be necessary to ensure that all Preferred Shares (or Common

Shares and/or other securities, as the case may be) delivered upon exercise of

Rights shall be, at the time of delivery of the certificates for such Preferred

Shares (or Common Shares and/or other securities, as the case may be) (subject

to any necessary payment of the Purchase Price), duly and validly authorized

and issued and fully paid and nonassessable shares.




The Company further covenants and agrees that it will pay

when due and payable any and all taxes and governmental charges which may be

payable in respect of the issuance or delivery of the Rights Certificates or of

any Preferred Shares (or Common Shares and/or other securities, as the case may

be) upon the exercise of Rights.  The

Company shall not, however, be required to pay any transfer tax which may be

payable in respect of any 




 




9





























 




transfer or delivery of Rights Certificates to a Person other

than, or the issuance or delivery of certificates or depositary receipts for

the Preferred Shares (or Common Shares and/or other securities, as the case may

be) in a name other than that of, the registered holder of the Rights

Certificate evidencing Rights surrendered for exercise or to issue or to

deliver any certificates or depositary receipts for Preferred Shares (or Common

Shares and/or other securities, as the case may be) upon the exercise of any

Rights until any such tax or charge shall have been paid (any such tax or

charge being payable by the holder of such Rights Certificate at the time of

surrender) or until it has been established to the Company’s or the Rights

Agent’s reasonable satisfaction that no such tax or charge is due.




So long as the Preferred Shares (and, following the

occurrence of a Distribution Date, Common Shares and/or other securities, as

the case may be) issuable and deliverable upon the exercise of the Rights may

be listed on any inter-dealer quotation system or national securities exchange,

the Company shall use its best efforts to cause, from and after such time as

the Rights become exercisable, all shares reserved for such issuance to be

listed on one such system or exchange upon official notice of issuance upon

such exercise.




The Company shall use its best efforts to (i) file on the

appropriate form, as soon as practicable following the earliest date after the

first occurrence of a Section 11(a)(ii) Event on which the consideration to be

delivered by the Company upon exercise of the Rights has been determined

hereunder, a registration statement under the Securities Act of 1933, as

amended (the “Act”), with respect to the securities

purchasable upon exercise of the Rights, (ii) cause such registration statement

to become effective as soon as practicable after such filing, and (iii) cause

such registration statement to remain effective (with a prospectus at all times

meeting the requirements of the Act) until the earlier of (A) the date as of

which the Rights are no longer exercisable for such securities, and (B) the

Final Expiration Date.  The Company may

temporarily suspend, for a period of time not to exceed ninety (90) days after

the date set forth in clause (i) of the first sentence of this Section 9(e),

the exercisability of the Rights in order to prepare and file such registration

statement and permit it to become effective. 

Upon any such suspension, the Company shall issue a public announcement

stating that the exercisability of the Rights has been temporarily suspended,

as well as a public announcement at such time as the suspension is no longer in

effect.  The Company shall notify the

Rights Agent whenever it makes a public announcement pursuant to this Section

9(e) and give the Rights Agent a copy of such announcement.  In addition, if the Company shall determine

that a registration statement is required following the Distribution Date, the

Company may temporarily suspend the exercisability of the Rights until such

time as a registration statement has been declared effective, provided that the

Company shall notify the Rights Agent of any such suspension.  The Company will also take such action as

may be appropriate under, or to ensure compliance with, the securities or “blue

sky” laws of the various states in connection with the exercisability of the

Rights.  Notwithstanding any provision of

this Agreement to the contrary, the Rights shall not be exercisable in any

jurisdiction if the requisite qualification in such jurisdiction shall not have

been obtained, the exercise thereof shall not be permitted under applicable law

or a registration statement shall not have been declared effective.




Preferred Shares

Record Date. 

Each Person in whose name any certificate for Preferred Shares (or

Common Shares and/or other securities, as the case may be) is issued upon the

exercise of Rights shall for all purposes be deemed to have become the holder

of record of the Preferred Shares (or Common Shares and/or other securities, as

the case may be) represented thereby on, and such certificate shall be dated,

the date upon which the Rights Certificate evidencing such Rights was duly

surrendered and payment of the applicable Purchase Price (and any applicable

transfer taxes) was made (or Rights were duly surrendered in exchange for

Common Shares pursuant to Section 24 hereof); provided,

however, that if the date of such surrender and payment is a date

upon which the transfer books of the Company are closed, such Person shall be

deemed to have become the record holder of the Preferred Shares (or Common

Shares and/or other securities, as the case may be), on, and such certificate

shall be dated, the next succeeding Business Day on which the transfer books of

the Company are open.  Prior to the

exercise of the Rights evidenced thereby, the holder of a Rights 




 




10





























 




Certificate shall not be entitled to any rights of a

holder of Preferred Shares (or Common Shares and/or other securities, as the

case may be) for which the Rights shall be exercisable, including, without

limitation, the right to vote, to receive dividends or other distributions or

to exercise any preemptive rights, and shall not be entitled to receive any

notice of any proceedings of the Company, except as provided herein.




Adjustment

of Purchase Price, Number and Kind of Shares or Number of Rights.  The Purchase

Price, the number and kind of shares covered by and obtainable upon exercise of

each Right, and the number of Rights outstanding, are subject to adjustment

from time to time as provided in this Section 11 and Section 13 hereof.




i)             In the

event the Company shall at any time after the date of this Agreement (A)

declare a dividend on the Preferred Shares payable in Preferred Shares, (B)

subdivide the outstanding Preferred Shares, (C) combine the outstanding

Preferred Shares into a smaller number of Preferred Shares or (D) issue any

shares of its capital stock in a reclassification of the Preferred Shares

(including any such reclassification in connection with a consolidation or

merger in which the Company is the continuing or surviving corporation), except

as otherwise provided in this Section 11(a), the Purchase Price in effect at

the time of the record date for such dividend or of the effective date of such

subdivision, combination or reclassification, and the number and kind of shares

of capital stock issuable on such date, shall be proportionately adjusted so

that the holder of any Right exercised after such time shall be entitled to

receive the aggregate number and kind of shares of capital stock which, if such

Right had been exercised immediately prior to such date and at a time when the

transfer books of the Company were open, such holder would have owned upon such

exercise and been entitled to receive by virtue of such dividend, subdivision,

combination or reclassification; provided,

however, that in no event shall the consideration to be paid upon

the exercise of one Right be less than the aggregate par value of the shares of

capital stock of the Company issuable upon exercise of one Right.  If an event occurs that would require

adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the

adjustment provided for in this Section 11(a)(i) shall be in addition to, and

shall be made prior to, any adjustment required pursuant to Section 11(a)(ii)

hereof.




Subject to Section 24 hereof, in the event any Person shall

become an Acquiring Person, each holder of a valid Right shall thereafter have

a right to receive, upon exercise thereof at a price per share equal to the

then-current Purchase Price multiplied by the number of one ten–thousandths

of a Preferred Share for which a Right is then exercisable, in accordance with

the terms of this Agreement and in lieu of Preferred Shares, in the case of

Class A Rights, such number of Class A Common Shares of the Company, and in the

case of Class B Rights, such number of Class B Common Shares of the Company, in

each case as shall equal the result obtained by (x) multiplying the

then-current Purchase Price by the number of one ten–thousandths of a

Preferred Share for which a Right is then exercisable, and dividing that

product by (y) 50% of the then-current per share market price of the Company’s

Class A Common Shares (determined pursuant to Section 11(d) hereof) on the date

of the occurrence of the event described above.  In the event that any Person shall become an Acquiring Person and

the Rights shall then be outstanding, the Company shall not take any action

that would eliminate or diminish the benefits intended to be afforded by the

Rights.




From and after the time when a Person becomes

an Acquiring Person (a “Section 11(a)(ii)

Event”) any Rights that are or were acquired or beneficially owned

by (i) any Acquiring Person or any Associate or Affiliate of such Acquiring

Person, (ii) a transferee of an Acquiring Person (or of any such Associate or

Affiliate) who becomes a transferee after the Acquiring Person became an

Acquiring Person or (iii) a transferee of an Acquiring Person (or of any such

Associate or Affiliate) who becomes a transferee prior to or concurrently with

the Acquiring Person becoming an Acquiring Person and receives such Rights

pursuant to either (A) a transfer (whether or not for consideration) from the

Acquiring Person to holders of equity interests in such Acquiring Person or to

any Person with whom such Acquiring Person has any continuing agreement,

arrangement or understanding, whether written or oral, regarding the

transferred Rights or (B) a transfer which the Board of Directors has

determined in good faith is part of a plan, arrangement or understanding,

whether written or oral, which has as a primary purpose or effect the avoidance

of this second paragraph of this Section 11(a)(ii), shall each be void and any

holder 




 




11





























 




of such Rights shall thereafter have no exercise or any other rights

whatsoever with respect to such Rights under any provision of this Agreement or

otherwise.  No Rights Certificate shall

be issued pursuant to Section 3, this Section 11(a)(ii) or Section 24 that

represents Rights beneficially owned by an Acquiring Person or any Associate or

Affiliate thereof whose Rights would be void pursuant to the preceding

sentence; no Rights Certificate shall be issued at any time upon the transfer

of any Rights to an Acquiring Person or any Associate or Affiliate thereof

whose Rights would be void pursuant to the preceding sentence or to any nominee

of such Acquiring Person, Associate or Affiliate; and any Rights Certificate

delivered to the Rights Agent for transfer to an Acquiring Person, Associate or

Affiliate thereof whose Rights would be void pursuant to the preceding sentence

shall be cancelled.  The Company shall

give the Rights Agent written notice of the identity of any such Acquiring

Person, Associate or Affiliate, or the nominee of any of the foregoing, and the

Rights Agent may rely on such notice in carrying out is duties under this

Agreement and shall be deemed not to have any knowledge of the identity of any

such Acquiring Person, Associate or Affiliate, or the nominee of any of the

foregoing unless and until it shall have received such notice.




In lieu of issuing Common Shares of the Company in accordance

with Section 11(a)(ii) hereof, the Company may, in the sole discretion of the

Board of Directors, elect to (and, in the event that the Board of Directors has

not exercised the exchange right contained in Section 24 hereof and there are

not sufficient issued but not outstanding and authorized but unissued Common

Shares to permit the exercise in full of the Rights in accordance with

Section 11(a)(ii) hereof, the Company shall) take all such action as may

be necessary to authorize, issue or pay, upon the exercise of the Rights, cash

(including by way of a reduction of the Purchase Price), property, other

securities or any combination thereof having an aggregate value equal to the

value of the Common Shares of the Company that otherwise would have been

issuable pursuant to Section 11(a)(ii), which aggregate value shall be

determined by the Board of Directors. 

For purposes of the preceding sentence, the value of the Common Shares

shall be determined by multiplying the number of Common Shares issuable by the

current per share market price of such Common Shares pursuant to Section 11(d)

hereof and the value of any equity securities which the Board of Directors

determines to be a “common stock equivalent” (including the Preferred Shares,

in such ratio as the Board of Directors shall determine) shall be deemed to

have the same value as the Common Shares. 

Any such election by the Board of Directors must be made and publicly

announced within 60 days following the date on which the event described in

Section 11(a)(ii) shall have occurred. 

Following the occurrence of the event described in Section 11(a)(ii),

the Board of Directors may suspend the exercisability of the Rights for a

period of up to 60 days following the date on which the event described in

Section 11(a)(ii) shall have occurred to the extent that the Board of Directors

has not determined whether to exercise the Company’s right of election under

this Section 11(a)(iii).  In the

event of any such suspension, the Company shall issue a public announcement

stating that the exercisability of the Rights has been temporarily suspended

and shall provide written notice to the Rights Agent of any such suspension.




In case the Company shall fix a record date for the issuance

of rights, options or warrants to all holders of Preferred Shares entitling

them (for a period expiring within 45 calendar days after such record date) to

subscribe for or purchase Preferred Shares (or shares having the same rights,

privileges and preferences as the Preferred Shares (“equivalent preferred

shares”)) or securities convertible into Preferred Shares or equivalent

preferred shares at a price per Preferred Share or equivalent preferred share

(or having a conversion price per share, if a security convertible into

Preferred Shares or equivalent preferred shares) less than the then-current per

share market price of the Preferred Shares (as defined in Section 11(d)) on

such record date, the Purchase Price to be in effect after such record date

shall be determined by multiplying the Purchase Price in effect immediately

prior to such record date by a fraction, the numerator of which shall be the

number of Preferred Shares outstanding on such record date plus the number of

Preferred Shares which could be purchased at the current per share market price

for the aggregate offering price of the total 




 




12





























 




number of Preferred Shares and/or equivalent preferred shares

so to be offered (and/or the aggregate initial conversion price of the

convertible securities so to be offered) and the denominator of which shall be

the number of Preferred Shares outstanding on such record date plus the number

of additional Preferred Shares and/or equivalent preferred shares to be offered

for subscription or purchase (or into which the convertible securities so to be

offered are initially convertible); provided,

however, that in no event shall the consideration to be paid upon

the exercise of one Right be less than the aggregate par value of the shares of

capital stock of the Company issuable upon exercise of one Right.  In case such subscription price may be paid

in a consideration part or all of which shall be in a form other than cash, the

value of such consideration shall be as determined in good faith by the Board

of Directors, whose determination shall be described in a statement filed with

the Rights Agent.  Preferred Shares

owned by or held for the account of the Company shall not be deemed outstanding

for the purpose of any such computation. 

Such adjustment shall be made successively whenever such a record date

is fixed; and in the event that such rights, options or warrants are not so

issued, the Purchase Price shall be adjusted to be the Purchase Price that

would then be in effect if such record date had not been fixed.




In case the Company shall fix a record date for the making of

a distribution to all holders of the Preferred Shares (including any such

distribution made in connection with a consolidation or merger in which the

Company is the continuing or surviving corporation) of evidences of

indebtedness or assets (other than a regular quarterly cash dividend or a

dividend payable in Preferred Shares) or subscription rights or warrants

(excluding those referred to in Section 11(b) hereof), the Purchase Price to be

in effect after such record date shall be determined by multiplying the

Purchase Price in effect immediately prior to such record date by a fraction,

the numerator of which shall be the then-current per share market price of the

Preferred Shares on such record date, less the fair market value (as determined

in good faith by the Board of Directors, whose determination shall be described

in a statement filed with the Rights Agent) of the portion of the assets or

evidences of indebtedness so to be distributed or of such subscription rights

or warrants applicable to one Preferred Share and the denominator of which

shall be such current per share market price of the Preferred Shares; provided, however, that in no event shall

the consideration to be paid upon the exercise of one Right be less than the

aggregate par value of the shares of capital stock of the Company to be issued

upon exercise of one Right.  Such adjustments

shall be made successively whenever such a record date is fixed; and in the

event that such distribution is not so made, the Purchase Price shall again be

adjusted to be the Purchase Price which would then be in effect if such record

date had not been fixed.




ii)            For the

purpose of any computation hereunder, the “current per share market price” of

any security (a “Security” for the purpose of this

Section 11(d)(i)) on any date shall be deemed to be the average of the daily

closing prices (determined as provided in the next sentence) per share of such

Security for the 30 consecutive Trading Days (as such term is hereinafter

defined) immediately prior to such date, and for the purpose of any computation

under Section 11(a)(iii) hereof, the “current per share market price” of a

Security on any date shall be deemed to be the average of the daily closing

prices per share of such Security for the 30 consecutive Trading Days

immediately following such date; provided,

however, that in the event that

the current per share market price of the Security is determined during a

period following the announcement by the issuer of such Security of (A) a

dividend or distribution on such Security payable in shares of such Security or

securities convertible into such shares (other than the Rights), or (B) any

subdivision, combination or reclassification of such Security and prior to the

expiration of 30 Trading Days after the ex-dividend date for such dividend or

distribution, or the record date for such subdivision, combination or reclassification,

then, and in each such case, the current per share market price shall be

appropriately adjusted to reflect the current market price per share equivalent

of such Security as if such dividend, distribution, combination or

reclassification has not been declared. 

The closing price for each day shall be the last sale price, regular

way, or, in case 




 




13





























 




no such sale takes place on such day, the average of the

closing bid and asked prices, regular way, in either case as reported in the

principal consolidated transaction reporting system with respect to securities

listed on the Nasdaq National Market or, if the Security is listed or admitted

for trading on a national exchange, as reported in the principal consolidated

transaction reporting system with respect to securities listed on the principal

national securities exchange on which the Security is listed or admitted to

trading, or, if the Security is not listed on the Nasdaq National Market or

listed or admitted to trading on any national securities exchange, the last

quoted price or, if not so quoted, the average of the high bid and low asked

prices in the over-the-counter market, as reported by any other system then in

use, or, if on any such date the Security is not quoted by any such

organization, the average of the closing bid and asked prices as furnished by a

professional market maker making a market in the Security selected by the Board

of Directors.  The term “Trading Day” shall

mean a day on which the inter-dealer quotation system or principal national

securities exchange on which the Security is listed or admitted to trading is

open for the transaction of business or, if the Security is not listed or

admitted to trading on any inter-dealer quotation system or national securities

exchange, a Business Day.




For the purpose of any computation hereunder, the “current

per share market price” of the Preferred Shares shall be determined in

accordance with the method set forth in Section 11(d)(i) hereof.  If the Preferred Shares are not publicly

traded, the “current per share market price” of the Preferred Shares shall be

conclusively deemed to be the current per share market price of the Common

Shares as determined pursuant to Section 11(d)(i) (appropriately adjusted to

reflect any stock split, stock dividend or similar transaction occurring after

the date hereof), multiplied by ten thousand. 

If neither the Common Shares nor the Preferred Shares are publicly held

or so listed or traded, “current per share market price” shall mean the fair

value per share as determined in good faith by the Board of Directors, whose

determination shall be described in a statement filed with the Rights Agent.




No adjustment in the Purchase Price shall be required unless

such adjustment would require an increase or decrease of at least 1% in the

Purchase Price; provided, however, that any adjustments that by

reason of this Section 11(e) are not required to be made shall be carried

forward and taken into account in any subsequent adjustment.  All calculations under this Section 11 shall

be made to the nearest cent or to the nearest one one-millionth of a

Preferred Share or one ten-thousandth of any other share or security, as the

case may be.  Notwithstanding the first

sentence of this Section 11(e), any adjustment required by this Section 11

shall be made no later than the earlier of (i) three years from the date of the

transaction which requires such adjustment or (ii) the date of the expiration

of the right to exercise any Rights.




If as a result of an adjustment made pursuant to Section

11(a) hereof, the holder of any Right thereafter exercised shall become

entitled to receive any shares of capital stock of the Company other than

Preferred Shares, thereafter the number of such other shares so receivable upon

exercise of any Right shall be subject to adjustment from time to time in a

manner and on terms as nearly equivalent as practicable to the provisions with

respect to the Preferred Shares contained in Sections 11(a), 11(b) and 11(c),

and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the

Preferred Shares shall apply on like terms to any such other shares.




All Rights originally issued by the Company subsequent to any

adjustment made to the Purchase Price hereunder shall evidence the right to

purchase, at the adjusted Purchase Price, the number of one ten–thousandths

of a Preferred Share purchasable from time to time hereunder upon exercise of

the Rights all subject to further adjustment as provided herein.




Unless the Company shall have exercised its election as

provided in Section 11(i) hereof, upon each adjustment of the Purchase Price as

a result of the calculations made in Sections 11(b) and 11(c) hereof, each

Right outstanding immediately prior to the making of such adjustment shall

thereafter evidence the right to purchase, at the adjusted Purchase Price, 




 




14





























 




that number of one ten–thousandths of a Preferred Share

(calculated to the nearest one one-millionth of a Preferred Share)

obtained by (i) multiplying (x) the number of one ten–thousandths of a

share covered by a Right immediately prior to this adjustment by (y) the

Purchase Price in effect immediately prior to such adjustment of the Purchase

Price and (ii) dividing the product so obtained by the Purchase Price in effect

immediately after such adjustment of the Purchase Price.




The Company may elect on or after the date of any adjustment

of the Purchase Price to adjust the number of Rights, in substitution for any

adjustment in the number of one ten–thousandths of a Preferred Share

purchasable upon the exercise of a Right. 

Each of the Rights outstanding after such adjustment of the number of

Rights shall be exercisable for the number of one ten–thousandths of a Preferred

Share for which a Right was exercisable immediately prior to such

adjustment.  Each Right held of record

prior to such adjustment of the number of Rights shall become that number of

Rights (calculated to the nearest one ten-thousandth) obtained by dividing the

Purchase Price in effect immediately prior to adjustment of the Purchase Price

by the Purchase Price in effect immediately after adjustment of the Purchase

Price.  The Company shall make a public

announcement (with prompt written notice thereof to the Rights Agent) of its

election to adjust the number of Rights, indicating the record date for the

adjustment, and, if known at the time, the amount of the adjustment to be

made.  This record date may be the date

on which the Purchase Price is adjusted or any day thereafter, but, if the

Rights Certificates have been issued, shall be at least 10 days later than the

date of the public announcement.  If

Rights Certificates have been issued, upon each adjustment of the number of

Rights pursuant to this Section 11(i), the Company shall, as promptly as

practicable, cause to be distributed to holders of record of Rights

Certificates on such record date Rights Certificates evidencing, subject to

Section 14 hereof, the additional Rights to which such holders shall be

entitled as a result of such adjustment, or, at the option of the Company,

shall cause to be distributed to such holders of record in substitution and

replacement for the Rights Certificates held by such holders prior to the date

of adjustment, and upon surrender thereof, if required by the Company, new

Rights Certificates evidencing all the Rights to which such holders shall be

entitled after such adjustment.  Rights

Certificates so to be distributed shall be issued, executed and countersigned

in the manner provided for herein and shall be registered in the names of the

holders of record of Rights Certificates on the record date specified in the

public announcement.




Irrespective of any adjustment or change in the Purchase

Price or the number of one ten–thousandths of a Preferred Share issuable

upon the exercise of the Rights, the Rights Certificates theretofore and

thereafter issued may continue to express the Purchase Price and the number of

one ten–thousandths of a Preferred Share which were expressed in the

initial Rights Certificates issued hereunder, without prejudice to the validity

of such Rights Certificate(s) or the application of the provisions hereof.




Before taking any action that would cause an adjustment

reducing the Purchase Price below one

ten-thousandth of the then par value, if any, of the Preferred Shares

issuable upon exercise of the Rights, the Company shall take any corporate

action which may, in the opinion of its counsel, be necessary in order that the

Company may validly and legally issue fully paid and nonassessable Preferred

Shares at such adjusted Purchase Price.




In any case in which this Section 11 shall require that an

adjustment in the Purchase Price be made effective as of a record date for a

specified event, the Company may elect to defer (with prompt written notice

thereof to the Rights Agent) until the occurrence of such event the issuing to

the holder of any Right exercised after such record date of the Preferred

Shares and other capital stock or securities of the Company, if any, issuable

upon such exercise over and above the Preferred Shares and other capital stock

or securities of the Company, if any, issuable upon such exercise on the basis

of the Purchase Price in effect prior to such adjustment; provided, however,

that the Company shall deliver to such holder a 




 




15





























 




due bill or other appropriate instrument evidencing such

holder’s right to receive such additional shares upon the occurrence of the

event requiring such adjustment.




Anything in this Section 11 to the contrary notwithstanding,

the Company shall be entitled to make such reductions in the Purchase Price, in

addition to those adjustments expressly required by this Section 11, as and to

the extent that it in its sole discretion shall determine to be advisable in

order that any consolidation or subdivision of the Preferred Shares, issuance

wholly for cash of any Preferred Shares at less than the current market price,

issuance wholly for cash of Preferred Shares or securities which by their terms

are convertible into or exchangeable for Preferred Shares, dividends on

Preferred Shares payable in Preferred Shares or issuance of rights, options or

warrants referred to in Section 11(b), hereafter made by the Company to holders

of its Preferred Shares shall not be taxable to such stockholders.




In the event that at any time after the date of this

Agreement and prior to the Shares Acquisition Date, the Company shall (i)

declare or pay any dividend on the Class A Common Shares payable in Class A

Common Shares, (ii) declare or pay any dividend on the Class B Common Shares

payable in Class B Common Shares, (iii) effect a subdivision, combination or

consolidation of the Class A Common Shares (by reclassification or otherwise than

by payment of dividends in Class A Common Shares) into a greater or lesser

number of Class A Common Shares, or (iv) effect a subdivision, combination, or

consolidation of the Class B Common Shares (by reclassification or otherwise

than by payment of dividends in Class B Common Shares) into a greater or lesser

number of Class B Common Shares, then in any such case (x) the number of one ten-thousandths of a Series A

Preferred Share or Series B Preferred Share purchasable after such event upon

proper exercise of each Right shall be determined by multiplying the number of one ten-thousandths of a Series A

Preferred Share or Series B Preferred Share so purchasable immediately prior to

such event by a fraction, the numerator of which is the number of Class A Common

Shares or Class B Common Shares, as the case may be, outstanding immediately

before such event and the denominator of which is the number of Class A Common

Shares or Class B Common Shares, as the case may be, outstanding immediately

after such event, and (y) each Class A Common Share or Class B Common Share, as

the case may be, outstanding immediately after such event shall have issued

with respect to it that number of Rights which each Class A Common Share or

Class B Common Share, as the case may be, outstanding immediately prior to such

event had issued with respect to it. 

The adjustments provided for in this Section 11(n) shall be made

successively whenever such a dividend is declared or paid or such a subdivision,

combination or consolidation is effected.




Certificate

of Adjusted Purchase Price or Number of Shares.  Whenever an

adjustment is made or any event affecting the Rights or their exercisability

(including without limitation an event that causes Rights to become null and

void) occurs as provided in Section 11 and 13 hereof, the Company shall

promptly (a) prepare a certificate setting forth such adjustment or describing

such event, and a brief, reasonably detailed statement of the facts,

computations and methodology accounting for such adjustment, (b) file with the

Rights Agent and with each transfer agent for the Common Shares or the

Preferred Shares a copy of such certificate and (c) mail a brief summary

thereof to each holder of a Rights Certificate in accordance with Section 25

hereof.  The Rights Agent shall be fully

protected in relying on any such certificate and on any adjustment or statement

therein contained and shall have no duty or liability with respect to, and

shall not be deemed to have knowledge of, any adjustment or any such event

unless and until it shall have received such a certificate.




Consolidation,

Merger or Sale or Transfer of Assets or Earning Power.




If, after the Shares Acquisition Date, directly or

indirectly, (w) the Company shall consolidate with, or merge with and into, any

other Person, (x) any Person shall consolidate with the Company, or merge with

and into the Company and the Company shall be the continuing or surviving

corporation of such merger and, in connection with such merger or consolidation

all or part of the outstanding Common Shares are changed into or exchanged for

stock or other securities of any other Person (or the Company) or cash or any

other property, (y) the Company shall sell, mortgage or otherwise transfer (or

one or more of its Subsidiaries shall sell, mortgage or otherwise transfer), in

one or more transactions, assets or 




 




16





























 




earning power aggregating 50% or more of the assets or

earning power of the Company and its Subsidiaries (taken as a whole) to any

Person other than the Company or one or more of its wholly-owned Subsidiaries,

or (z) any Acquiring Person or any Associate or Affiliate of any such Acquiring

Person, at any time after the date of this Agreement, directly or indirectly,

(A) shall, in one transaction or a series of transactions, transfer any assets

to the Company or to any of its Subsidiaries in exchange (in whole or in part)

for Common Shares, for shares of other equity securities of the Company or for

securities exercisable for or convertible into shares of equity securities of

the Company (Common Shares or otherwise) or otherwise obtain from the Company,

with or without consideration, any additional shares of such equity securities

or securities exercisable for or convertible into shares of such equity

securities (other than pursuant to a pro rata distribution to all holders of

Common Shares), (B) shall sell, purchase, lease, exchange, mortgage, pledge,

transfer or otherwise acquire or dispose of assets, in one transaction or a series

of transactions, to, from or with the Company or any of its Subsidiaries

without obtaining a written opinion from a nationally recognized investment

banking firm that the terms of such transaction or arrangement are no less

favorable to the Company than the Company would be able to obtain in

arm’s-length negotiation with an unaffiliated third party, (C) shall sell,

purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or

dispose of in one transaction or a series of transactions, to, from or with the

Company or any of the Company’s Subsidiaries (other than incidental to the

lines of business, if any, engaged in as of the date hereof between the Company

and such Acquiring Person or Associate or Affiliate) assets having an aggregate

fair market value of more than $5,000,000, (D) shall receive any compensation

from the Company or any of the Company’s Subsidiaries other than compensation

for full-time employment as a regular employee at rates in accordance with the

Company’s (or its Subsidiaries’) past practices, or (E) shall receive the

benefit, directly or indirectly (except proportionately as a stockholder and

except if resulting from a requirement of law or governmental regulation), of

any loans, advances, guarantees, pledges or other financial assistance or any

tax credits or other tax advantage provided by the Company or any of its

Subsidiaries, then, and in each such case, (i) each holder of a Right (except

as otherwise provided herein) shall thereafter have the right to receive, upon

the exercise thereof at a price per share equal to the then-current Purchase

Price multiplied by the number of one ten-thousandths of a Preferred Share for

which a Right is then exercisable in accordance with the terms of this

Agreement, and in lieu of Preferred Shares, such number of validly authorized

and issued, fully paid, non-assessable and freely tradeable Common Shares of

the Principal Party (as hereinafter defined) not subject to any liens,

encumbrances, rights of first refusal or other adverse claims, as shall equal

the result obtained by (A) multiplying the then-current Purchase Price by the

number of one ten-thousandths of a Preferred Share for which a Right is then

exercisable and dividing that product by (B) 50% of the then-current per share

market price of the Common Shares of the Principal Party (determined pursuant

to Section 11(d) hereof) on the date of consummation of such consolidation,

merger, sale or transfer; (ii) such Principal Party shall thereafter be liable

for, and shall assume, by virtue of such consolidation, merger, sale or

transfer, all the obligations and duties of the Company pursuant to this

Agreement; (iii) the term “Company” shall thereafter be deemed to

refer to such Principal Party; and (iv) such Principal Party shall take such

steps (including, but not limited to, the reservation of a sufficient number of

its Common Shares in accordance with Section 9 hereof) in connection with such

consummation as may be necessary to assure that the provisions hereof shall

thereafter be applicable, as nearly as reasonably may be, in relation to the

Common Shares thereafter deliverable upon the exercise of the Rights.




“Principal Party” shall mean:




In the case of any transaction described in (w) or (x) of the

first sentence of Section 13(a) hereof, the Person that is the issuer of any

securities into which Common Shares of the Company are converted in such merger

or consolidation, and if no securities are so issued, the Person that is the

surviving entity of such merger or consolidation (including the Company if

applicable); and




 




17





























 




in the case of any transaction described in (y) or (z) of the

first sentence in Section 13(a) hereof, the Person that is the party receiving

the greatest portion of the assets, securities, earning power or other benefit

transferred pursuant to such transaction or transactions;




provided, however, that in any such case described in clauses (b)(i)

and (b)(ii):  (1) if the Common Shares

of such Person are not at such time and have not been continuously over the

preceding 12-month period registered under Section 12 of the Exchange Act and

such Person is a direct or indirect Subsidiary of another Person the Common

Shares of which are and have been so registered, “Principal Party” shall refer

to such other Person; (2) in case such Person is a Subsidiary, directly or

indirectly, of more than one person, the Common Shares of two or more of which

are and have been so registered, “Principal Party” shall refer to whichever of such

Persons is the issuer of the Common Shares having the greatest aggregate market

value; and (3) in case such Person is owned, directly or indirectly, by a joint

venture formed by two or more Persons that are not owned, directly or

indirectly, by the same person, the rules set forth in (1) and (2) above shall

apply to each of the chains of ownership having an interest in such joint

venture as if such party were a “Subsidiary” of both or all of such joint

venturers and the Principal Parties in each such chain shall bear the

obligations set forth in this Section 13 in the same ratio as their direct or

indirect interests in such Person bear to the total of such interests.




The Company shall not consummate any such consolidation,

merger, sale or transfer unless the Principal Party shall have sufficient

Common Shares authorized to permit the full exercise of the Rights and prior

thereto the Company and such Principal Party shall have executed and delivered

to the Rights Agent a supplemental agreement providing for the terms set forth

in Sections 13(a) and 13(b) hereof and further providing that, as soon as

practicable after the date of any consolidation, merger, sale or transfer

mentioned in Section 13(a) hereof, the Principal Party will:




prepare and file a registration statement under the Act, with

respect to the Rights and the securities purchasable upon exercise of the

Rights on an appropriate form, and will use its best efforts to cause such

registration statement to (A) become effective as soon as practicable after

such filing and (B) remain effective (with a prospectus at all times meeting

the requirements of the Act) until the Final Expiration Date;




deliver to holders of the Rights historical financial

statements for the Principal Party and each of its Affiliates which comply in

all respects with the requirements for registration on Form 10 under the

Exchange Act; and




take such actions as may be necessary or appropriate under

the blue sky laws of the various states.




The

Company shall not enter into any transaction of the kind referred to in this

Section 13 if at the time of such transaction there are any rights, warrants,

instruments or securities outstanding or any agreements or arrangements which,

as a result of the consummation of such transaction, would eliminate or

substantially diminish the benefits intended to be afforded by the Rights.  The provisions of this Section 13 shall

similarly apply to successive mergers, consolidations, sales or transfers.




Fractional

Rights and Fractional Shares.




The Company shall not be required to issue fractions of

Rights or to distribute Rights Certificates which evidence fractional

Rights.  In lieu of such fractional

Rights, there shall be paid to the registered holders of the Rights

Certificates with regard to which such fractional Rights would otherwise be

issuable, an amount in cash equal to the same fraction of the current market

value of a whole Right.  For the

purposes of this Section 14(a), the current market value of a whole Right shall

be the closing price of the Rights for the Trading Day immediately prior to the

date on which such fractional Rights would have been otherwise issuable.  The closing price for any day shall be the

last sale price, regular way, or, in case no such sale takes place on such day,

the average of the closing bid and asked prices, regular way, in either case as

reported in the principal consolidated transaction reporting system with

respect to securities listed or admitted to trading on the principal national

securities exchange or the Nasdaq National Market on which the Rights are

listed or admitted to trading or, if the Rights are not listed or admitted to

trading on any national securities 




 




18





























 




exchange or the Nasdaq National Market, the last quoted price

or, if not so quoted, the average of the high bid and low asked prices in the

over-the-counter market, as reported by any other system then in use, or, if on

any such date the Rights are not quoted by any such organization, the average

of the closing bid and asked prices as furnished by a professional market maker

making a market in the Rights selected by the Board of Directors.  If on any such date no such market maker is

making a market in the Rights, the fair value of the Rights on such date as

determined in good faith by the Board of Directors shall be used.




The Company shall not be required to issue fractions of

Preferred Shares (other than fractions which are integral multiples of one ten-thousandth of a Preferred

Share) upon exercise of the Rights or to distribute certificates which evidence

fractional Preferred Shares (other than fractions which are integral multiples

of one ten-thousandth of a

Preferred Share).  Fractions of

Preferred Shares in integral multiples of one ten-thousandth of a Preferred Share may, at the election of

the Company, be evidenced by depositary receipts, pursuant to an appropriate

agreement between the Company and a depositary selected by it; provided, that

such agreement shall provide that the holders of such depositary receipts shall

have all the rights, privileges and preferences to which they are entitled as

beneficial owners of the Preferred Shares represented by such depositary

receipts.  In lieu of fractional Preferred

Shares that are not integral multiples of one ten-thousandth of a Preferred Share, the Company shall pay to

the registered holders of Rights Certificates at the time such Rights are

exercised as herein provided an amount in cash equal to the same fraction of

the current market value of one Preferred Share.  For the purposes of this Section 14(b), the current market value

of a Preferred Share shall be the closing price of a Preferred Share (as

determined pursuant to the second sentence of Section 11(d)(i) hereof) for the

Trading Day immediately prior to the date of such exercise.




Following the occurrence of a Distribution Date, the Company

shall not be required to issue fractions of Common Shares upon exercise of the

Rights or to distribute certificates which evidence fractional Common

Shares.  In lieu of fractional Common

Shares, the Company may pay to the registered holders of Rights Certificates at

the time such Rights are exercised as herein provided an amount in cash equal

to the same fraction of the current market value of one Common Share.  For purposes of this Section 14(c), the

current market value of one Common Share shall be the closing price of one

Common Share (as determined pursuant to the second sentence of Section 11(d)(i)

hereof) for the Trading Day immediately prior to the date of such exercise.




Whenever a payment for fractional Rights or fractional shares

is to be made by the Rights Agent, the Company shall (i) promptly prepare and

deliver to the Rights Agent a certificate setting forth in reasonable detail

the facts related to such payments and the prices and/or formulas utilized in

calculating such payments, and (ii) provide sufficient monies to the Rights

Agent in the form of fully collected funds to make such payments.  The Rights Agent shall be fully protected in

relying upon such a certificate and shall have no duty with respect to, and

shall not be deemed to have knowledge of any payment for fractional Rights or

fractional shares under any Section of this Agreement relating to the payment

of fractional Rights or fractional shares unless and until the Rights Agent

shall have received such a certificate and sufficient monies.




The holder of a Right by the acceptance of the Right

expressly waives his right to receive any fractional Rights or any fractional

shares upon exercise of a Right (except as provided above).




Rights of Action.  All rights of action in

respect of this Agreement, excepting the rights of action given to the Rights

Agent under Section 18 and Section 20 hereof, are vested in the respective

registered holders of the Rights Certificates (and, prior to the Distribution

Date, the registered holders of the Common Shares); and any registered holder

of any Rights Certificate (or, prior to the Distribution Date, of the Common

Shares), without the consent of the Rights Agent or of the holder of any other

Rights Certificate (or, prior to the Distribution Date, of the Common Shares),

may, in its own behalf and for its own benefit, enforce, and may institute and

maintain any suit, action or proceeding against the Company to enforce, or

otherwise act in 




 




19





























 




respect of, its right to exercise the Rights evidenced

by such Rights Certificate in the manner provided in such Rights Certificate

and in this Agreement.  Without limiting

the foregoing or any remedies available to the holders of Rights, it is

specifically acknowledged that the holders of Rights would not have an adequate

remedy at law for any breach of this Agreement and will be entitled to specific

performance of the obligations under, and injunctive relief against actual or

threatened violations of the obligations of any Person subject to, this

Agreement.




Agreement of Rights Holders.  Every holder of a Right,

by accepting the same, consents and agrees with the Company and the Rights

Agent and with every other holder of a Right that:




prior to the Distribution Date, the Rights will be

transferable only in connection with the transfer of the Common Shares;




after the Distribution Date, the Rights Certificates will be

transferable only on the registry books of the Rights Agent if surrendered at

the office of the Rights Agent designated for such purpose, duly endorsed or

accompanied by a proper instrument of transfer and with appropriate forms and

certificates fully executed;




the Company and the Rights Agent may deem and treat the

Person in whose name the Rights Certificate (or, prior to the Distribution

Date, the associated certificate for Common Shares) is registered as the

absolute owner thereof and of the Rights evidenced thereby (notwithstanding any

notations of ownership or writing on the Rights Certificates or the associated

certificate for Common Shares made by anyone other than the Company or the

Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights

Agent shall be affected by any notice to the contrary; and




notwithstanding anything in this Agreement to the contrary,

neither the Company nor the Rights Agent shall have any liability to any holder

of a Right or any other Person as a result of its inability to perform any of

its obligations under this Agreement by reason of any preliminary or permanent

injunction or other order, decree or ruling (whether interlocutory or final)

issued by a court or by a governmental, regulatory, self-regulatory or administrative

agency or commission, or any statute, rule, regulation or executive order

promulgated or enacted by any governmental authority prohibiting or otherwise

restraining performance of such obligation.




Rights

Certificate Holder Not Deemed a Stockholder.  No holder,

as such, of any Rights Certificate shall be entitled to vote, receive dividends

or be deemed for any purpose the holder of the Preferred Shares or any other

securities of the Company which may at any time be issuable on the exercise of

the Rights represented thereby, nor shall anything contained herein or in any

Rights Certificate be construed to confer upon the holder of any Rights

Certificate, as such, any of the rights of a stockholder of the Company or any

right to vote for the election of directors or upon any matter submitted to

stockholders at any meeting thereof, or to give or withhold consent to any

corporate action, or to receive notice of meetings or other actions affecting

stockholders (except as provided in Section 25 hereof), or to receive dividends

or subscription rights, or otherwise, until the Right or Rights evidenced by

such Rights Certificate shall have been exercised in 


accordance with the provisions hereof.




Concerning the

Rights Agent.  The Company

agrees to pay to the Rights Agent reasonable compensation for all services

rendered by it hereunder and, from time to time, on demand of the Rights Agent,

its reasonable expenses and counsel fees and other disbursements incurred in

the preparation, delivery, amendment, administration and execution of this

Agreement and the exercise and performance of its duties hereunder.  The Company also agrees to indemnify the

Rights Agent for, and to hold it harmless against, any loss, liability, damage,

judgment, fine, penalty, claim, demand, settlement, cost or expense (including,

without limitation, the reasonable fees and expenses of legal counsel),

incurred without gross negligence, bad faith or willful misconduct on the part

of the Rights Agent (each as determined by a final, non-appealable order,

judgment, decree or ruling of a court of competent jurisdiction), for any

action taken, suffered or omitted by the Rights Agent in connection with the

acceptance, administration, exercise and performance of its duties under this

Agreement, including the costs and expenses of defending against any claim of

liability arising, directly or indirectly, therefrom.  The costs and expenses incurred in enforcing this right of

indemnification shall be paid by the Company. 

The provisions of this Section 18 and Section 20 below shall survive the

exercise or expiration of the Rights, the resignation, removal or substitution

of the Rights Agent, or the 




 




20





























 




termination of this Agreement.  Anything to the contrary notwithstanding, in

no case shall the Rights Agent be liable for special, punitive, indirect,

incidental or consequential loss or damage of any kind whatsoever (including

but not limited to lost profits), even if the Rights Agent has been advised of

the possibility of such loss or damage.




The

Rights Agent shall be authorized and protected and shall incur no liability

for, or in respect of any action taken, suffered or omitted by it in connection

with its acceptance and administration of this Agreement and the exercise and

performance of its duties hereunder, in reliance upon any Rights Certificate or

certificate for the Preferred Shares or Common Shares or for other securities

of the Company, instrument of assignment or transfer, power of attorney, endorsement,

affidavit, letter, notice, direction, consent, certificate, statement, or other

paper or document believed by it to be genuine and to be signed, executed and,

where necessary, verified or acknowledged, by the proper Person or Persons, or

otherwise upon the advice of counsel as set forth in Section 20 hereof.




Merger

or Consolidation or Change of Name of Rights Agent.  Any Person

into which the Rights Agent or any successor Rights Agent may be merged or with

which it may be consolidated, or any Person resulting from any merger or

consolidation to which the Rights Agent or any successor Rights Agent shall be

a party, or any Person succeeding to the business of the Rights Agent or any

successor Rights Agent, shall be the successor to the Rights Agent under this

Agreement without the execution or filing of any paper or any further act on

the part of any of the parties hereto, provided that such Person would be

eligible for appointment as a successor Rights Agent under the provisions of

Section 21 hereof.  In case at the time

such successor Rights Agent shall succeed to the agency created by this

Agreement any of the Rights Certificates shall have been countersigned but not

delivered, any such successor Rights Agent may adopt the countersignature of

the predecessor Rights Agent and deliver such Rights Certificates so

countersigned; and in case at that time any of the Rights Certificates shall

not have been countersigned, any successor Rights Agent may countersign such

Rights Certificates either in the name of the predecessor Rights Agent or in

the name of the successor Rights Agent; and in all such cases such Rights

Certificates shall have the full force provided in the Rights Certificates and

in this Agreement.




In case at any time the name of the Rights

Agent shall be changed and at such time any of the Rights Certificates shall

have been countersigned but not delivered, the Rights Agent may adopt the

countersignature under its prior name and deliver Rights Certificates so

countersigned; and in case at that time any of the Rights Certificates shall

not have been countersigned, the Rights Agent may countersign such Rights

Certificates either in its prior name or in its changed name; and in all such

cases such Rights Certificates shall have the full force provided in the Rights

Certificates and in this Agreement.




 




21





























 




Rights

and Duties of Rights Agent. 

The Rights Agent undertakes only the duties and obligations expressly

imposed by this Agreement (and no implied duties) upon the following terms and

conditions by all of which the Company and the holders of Rights Certificates,

by their acceptance thereof, shall be bound:




The Rights Agent may consult with legal counsel (who may be

legal counsel for the Company or an employee of the Rights Agent), and the

advice or opinion of such counsel shall be full and complete authorization and

protection to the Rights Agent and the Rights Agent shall incur no liability

for or in respect of any action taken, suffered or omitted by it in accordance

with such advice or opinion.




Whenever in the performance of its duties under this

Agreement the Rights Agent shall deem it necessary or desirable that any fact

or matter (including, without limitation, the identity of an Acquiring Person

and the determination of the current per share market price of any security) be

proved or established by the Company prior to taking, suffering or omitting to

take any action hereunder, such fact or matter (unless other evidence in

respect thereof be herein specifically prescribed) may be deemed to be

conclusively proved and established by a certificate signed by any one of the

Chairman of the Board, the Chief Executive Officer, the President, the Chief

Financial Officer, any Vice President, the Treasurer, the Secretary or the

Assistant Secretary of the Company and delivered to the Rights Agent; and such

certificate shall be full and complete authorization and protection to the

Rights Agent and the Rights Agent shall incur no liability for or in respect of

any action taken, suffered or omitted by it under the provisions of this

Agreement in reliance upon such certificate.




The Rights Agent shall be liable hereunder to the Company and

any other Person only for its own gross negligence, bad faith or willful

misconduct (each as determined by a final, non-appealable order, judgment,

decree or ruling of a court of competent jurisdiction).  Any liability of the Rights Agent under this

Agreement will be limited to the amount of fees paid by the Company to the

Rights Agent.




The Rights Agent shall not be liable for or by reason of any

of the statements of fact or recitals contained in this Agreement or in the

Rights Certificates (except its countersignature thereof) or be required to

verify the same, but all such statements and recitals are and shall be deemed

to have been made by the Company only.




The Rights Agent shall not have any liability for or be under

any responsibility in respect of the validity of this Agreement or the

execution and delivery hereof (except the due execution hereof by the Rights

Agent) or in respect of the validity or execution of any Rights Certificate

(except its countersignature thereof); nor shall it be responsible for any

breach by the Company of any covenant or condition contained in this Agreement

or in any Rights Certificate; nor shall it be responsible for any change in the

exercisability of the Rights (including the Rights becoming void pursuant to

Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights

(including the manner, method or amount thereof) provided for in Section 3, 11,

13, 23 or 24 hereof, or the ascertaining of the existence of facts that would

require any such change or adjustment (except to the extent that the Company

has notified the Rights Agent of any such change, adjustment or facts); nor

shall it by any act hereunder be deemed to make any representation or warranty

as to the authorization or reservation of any Preferred Shares (or Common

Shares and/or other securities, as the case may be) to be issued pursuant to

this agreement or any Rights Certificate or as to whether any Preferred Shares

(or Common Shares and/or other securities, as the case may be) will, when

issued, be validly authorized and issued, fully paid and nonassessable.




The Company agrees that it will perform, execute, acknowledge

and deliver or cause to be performed, executed, acknowledged and delivered all

such further and other acts, instruments and assurances as may reasonably be

required by the Rights Agent for the carrying out or performing by the Rights

Agent of the provisions of this Agreement.




The Rights Agent is hereby authorized and directed to accept,

prior to the Shares Acquisition Date, instructions with respect to the

performance of its duties hereunder from any one of the Chairman of the Board,

the Chief Executive Officer, the President, the Chief Financial Officer, any

Vice President, the Treasurer, the Secretary or the Assistant 




 




22





























 




Secretary of the Company, and to apply to such officers for

advice or instructions in connection with its duties, and such instructions

shall be full authorization and protection to the Rights Agent and the Rights

Agent shall not be liable for or in respect of any action taken, suffered or

omitted by it in accordance with instructions of any such officer or for any

delay in acting while waiting for those instructions.  The Rights Agent shall be fully authorized and protected in

relying upon the most recent instructions received by any such officer.  Any application by the Rights Agent for

written instructions from the Company may, at the option of the Rights Agent,

set forth in writing any action proposed to be taken, suffered or omitted by

the Rights Agent under this Rights Agreement and the date on and/or after which

such action shall be taken or suffered or such omission shall be

effective.  The Rights Agent shall not

be liable for any action taken or suffered by, or omission of, the Rights Agent

in accordance with a proposal included in any such application on or after the

date specified in such application (which date shall not be less than five

Business Days after the date any officer of the Company actually receives such

application, unless any such officer shall have consented in writing to an earlier

date) unless, prior to taking any such action (or the effective date in the

case of an omission), the Rights Agent shall have received written instructions

in response to such application specifying the action to be taken, suffered or

omitted and the Rights Agent shall not have complied with such instructions.




If, with respect to any Right Certificate surrendered to the

Rights Agent for exercise or transfer, the certificate contained in the form of

assignment or the form of election to purchase set forth on the reverse

thereof, as the case may be, has either not been completed or indicates an

affirmative response to clause 1 or 2 thereof, the Rights Agent shall not take

any further action with respect to such requested exercise or transfer without

first consulting with the Company.




The Rights Agent and any stockholder, affiliate, director,

officer or employee of the Rights Agent may buy, sell or deal in any of the

Rights or other securities of the Company, or become pecuniarily interested in

any transaction in which the Company may be interested, or contract with or

lend money to the Company or otherwise act as fully and freely as though the

Rights Agent were not Rights Agent under this Agreement.  Nothing herein shall preclude the Rights

Agent or any such stockholder, affiliate, director, officer of employee from

acting in any other capacity for the Company or for any other Person.




The Rights Agent may execute and exercise any of the rights

or powers hereby vested in it or perform any duty hereunder either itself

(through its directors, officers, and employees) or by or through its attorneys

or agents, and the Rights Agent shall not be answerable or accountable for any

act, default, neglect or misconduct of any such attorneys or agents or for any

loss to the Company or any other Person resulting from any such act, default,

neglect or misconduct, absent gross negligence or bad faith (each as determined

by a final, non-appealable order, judgment, decree or ruling of a court of

competent jurisdiction) in the selection and continued employment thereof.




No provision of this Agreement shall require the Rights Agent

to expend or risk its own funds or otherwise incur any financial liability in

the performance of any of its duties hereunder or in the exercise of its rights

if it believes in good faith that repayment of such funds or adequate

indemnification against such risk or liability is not reasonably assured to it.




Change of Rights

Agent. 

The Rights Agent or any successor Rights Agent may resign and thereafter

be discharged from its duties under this Agreement upon 30 days’ notice in

writing mailed to the Company and to each transfer agent of the Common Shares

or Preferred Shares by registered or certified mail, and to the holders of the

Rights Certificates by first-class mail. 

The Company may remove the Rights Agent or any successor Rights Agent

upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights

Agent, as the case may be, and to each transfer agent of the Common Shares or

Preferred Shares by registered or certified mail, and to the holders of the

Rights Certificates by first-class mail. 

If the Rights Agent shall resign or be removed or shall otherwise become

incapable of acting, the Company shall appoint a successor to the Rights Agent.  If the Company shall fail to make such

appointment within a period of 30 days after giving 




 




23





























 




notice of such removal or after it has been notified

in writing of such resignation or incapacity by the resigning or incapacitated

Rights Agent or by the holder of a Rights Certificate (who shall, with such

notice, submit his Rights Certificate for inspection by the Company), then the

registered holder of any Rights Certificate may apply to any court of competent

jurisdiction for the appointment of a new Rights Agent.  Any successor Rights Agent, whether

appointed by the Company or by such a court, shall be either (A) a Person

organized and doing business under the laws of the United States or of any

state of the United States, in good standing, and subject to supervision or

examination by federal or state authority and which has at the time of its

appointment as Rights Agent a combined capital and surplus of at least $100

million or (B) an affiliate of a Person described in clause (A).  After appointment, the successor Rights

Agent shall be vested with the same powers, rights, duties and responsibilities

as if it had been originally named as Rights Agent without further act or deed;

but the predecessor Rights Agent shall deliver and transfer to the successor

Rights Agent any property at the time held by it hereunder, and execute and

deliver any further assurance, conveyance, act or deed necessary for the

purpose.  Not later than the effective

date of any such appointment the Company shall file notice thereof in writing

with the predecessor Rights Agent and each transfer agent of the Common Shares

or Preferred Shares, and mail a notice thereof in writing to the registered

holders of the Rights Certificates. 

Failure to give any notice provided for in this Section 21, however, or

any defect therein, shall not affect the legality or validity of the

resignation or removal of the Rights Agent or the appointment of the successor

Rights Agent, as the case may be.




Issuance

of New Rights Certificates.  Notwithstanding any of the

provisions of this Agreement or of the Rights to the contrary, the Company may,

at its option, issue new Rights Certificates evidencing Rights in such form as

may be approved by the Board of Directors to reflect any adjustment or change

in the Purchase Price and the number or kind or class of shares or other

securities or property purchasable under the Rights Certificates made in 


accordance with the provisions of this Agreement.




Redemption.




The Rights may be redeemed by action of the Board of

Directors pursuant to Section 23 (b) hereof and shall not be redeemed in any

other manner.




The Board of Directors may, at its option, at any time prior

to such time as any Person becomes an Acquiring Person, redeem all, but not

less than all, of the then-outstanding Rights at a redemption price of $.001

per Right, appropriately adjusted to reflect any stock split, stock dividend or

similar transaction occurring after the date hereof (such redemption price

being hereinafter referred to as the “Redemption Price”).  The redemption of

the Rights by the Board of Directors may be made effective at such time on such

basis and with such conditions as the Board of Directors in its sole discretion

may establish.  If redemption of the

Rights is to be effective as of a future date, the Rights shall continue to be

exercisable, subject to Section 11(a)(ii) hereof, until the effective date of

the redemption, provided that nothing contained herein shall preclude the Board

of Directors from subsequently causing the Rights to be redeemed at a date

earlier than the previously scheduled effective date of the redemption.  The Company may, at its option, pay the

Redemption Price in cash, Common Shares (based on the current per share market

price of the Common Shares at the time of redemption) or any other form of

consideration deemed appropriate by the Board of Directors.




Immediately upon the action of the Board of Directors

ordering the redemption of the Rights pursuant to Section 23(b) hereof (or

at the effective time of such redemption established by the Board of Directors

pursuant to Section 23(b) hereof), and without any further action and without

any notice, the right to exercise the Rights will terminate and the only right

thereafter of the holders of Rights shall be to receive the Redemption

Price.  The Company shall promptly give

public notice of any such redemption (with prompt written notice thereof to the

Rights Agent); provided, however,

that the failure to give, or any defect in, any such notice shall not affect

the validity of such redemption.  Within

10 days after such action of the Board of Directors ordering the redemption of

the Rights pursuant to Section 23(b) hereof or if later, the effectiveness of

the redemption of the rights pursuant to the second to last sentence of Section

23(b), the Company shall mail a notice of redemption to all the holders of the

then-outstanding Rights at their last addresses as they appear upon the 




 




24





























 




registry books of the Rights Agent or, prior to the

Distribution Date, on the registry books of the transfer agent for the Common

Shares.  Any notice which is mailed in

the manner herein provided shall be deemed given, whether or not the holder

receives the notice.  Each such notice

of redemption will state the method by which the payment of the Redemption

Price will be made.  The Company may, at

its option, discharge all of its obligations with respect to the Rights by (i)

issuing a press release announcing the manner of redemption of the Rights, (ii)

depositing with a bank or trust company having a capital and surplus of at

least $100 million, funds necessary for such redemption, in trust, to be

applied to the redemption of the Rights so called for redemption and (iii)

arranging for the mailing of the Redemption Price to the registered holders of

the Rights; then, and upon such action, all outstanding Rights Certificates

shall be null and void without further action by the Company.  Neither the Company nor any of its

Affiliates or Associates may redeem, acquire or purchase for value any Rights

at any time in any manner other than that specifically set forth in this

Section 23 or in Section 24 hereof, and other than in connection with the

purchase of Common Shares prior to the Shares Acquisition Date.




Exchange.




The Board of Directors may, at its option, at any time after

any Person becomes an Acquiring Person, exchange all or part of the

then-outstanding and exercisable Rights (which shall not include Rights that

have become void pursuant to the provisions of Section 11(a)(ii) hereof) for

Common Shares at an exchange ratio of one Class A Common Share per Class A

Right or one Class B Common Share per Class B Right, as the case may be,

appropriately adjusted to reflect any stock split, stock dividend or similar

transaction occurring after the date hereof. 

Notwithstanding the foregoing, the Board of Directors shall not be

empowered to effect such exchange at any time after any Person (other than the

Company, any Subsidiary of the Company, any employee benefit plan of the

Company or any such Subsidiary, or any entity holding Common Shares for or

pursuant to the terms of any such plan), together with all Affiliates and

Associates of such Person, becomes the Beneficial Owner of 50% or more of the

Common Shares then outstanding.




Immediately upon the action of the Board of Directors

ordering the exchange of any Rights pursuant to Section 24(a) hereof and

without any further action and without any notice, the right to exercise such

Rights shall terminate and the only right thereafter of a holder of such Rights

shall be to receive that number of Common Shares equal to the number of valid

Rights held by such holder.  The Company

shall promptly give public notice of any such exchange (with prompt written

notice thereof to the Rights Agent); provided,

however, that the failure to give, or any defect in, such notice

shall not affect the validity of such exchange.  The Company promptly shall mail a notice of any such exchange to

all of the holders of such Rights at their last addresses as they appear upon

the registry books of the Rights Agent. 

Any notice which is mailed in the manner herein provided shall be deemed

given, whether or not the holder receives the notice.  Each such notice of exchange will state the method by which the

exchange of the Common Shares for Rights will be effected and, in the event of

any partial exchange, the number of Rights which will be exchanged.  Any partial exchange shall be effected pro

rata based on the number of Rights (other than Rights which have become void

pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of

Rights.




In any exchange pursuant to this Section 24, the Company, at

its option, may substitute Preferred Shares (or equivalent preferred shares, as

such term is defined in Section 11(b) hereof) for Common Shares exchangeable

for Rights, at the initial rate of one

ten-thousandth of a Series A Preferred Share (or equivalent preferred

share) for each Class A Common Share and one ten-thousandth of a Series B

Preferred Share (or equivalent preferred share) for each Class B Common Share,

in each case as appropriately adjusted to reflect adjustments in the voting

rights of the Series A Preferred Shares and/or the Series B Preferred Shares

pursuant to the terms thereof, so that in each case the fraction of a 




 




 




25





























 




Preferred Share delivered in lieu of each Common Share shall

have the same voting rights as the Common Share for which the fraction of

Preferred Share is being substituted.




In the event that there shall not be sufficient Common Shares

or Preferred Shares issued but not outstanding or authorized but unissued to

permit any exchange of Rights as contemplated in accordance with this Section

24, the Company shall take all such action as may be necessary to authorize

additional Common Shares or Preferred Shares for issuance upon exchange of the

Rights.




The Company shall not be required to issue fractions of

Common Shares or to distribute certificates that evidence fractional Common

Shares.  In lieu of such fractional

Common Shares, the Company shall pay to the registered holders of the Rights

Certificates with regard to which such fractional Common Shares would otherwise

be issuable an amount in cash equal to the same fraction of the current market

value of a whole Common Share.  For the

purposes of this Section 24(e), the current market value of a whole Common

Share shall be the closing price of a Common Share (as determined pursuant to

the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately

prior to the date of exchange pursuant to this Section 24.




Notice of Certain

Events.




In case the Company shall propose (i) to pay any dividend

payable in stock of any class to the holders of its Preferred Shares or to make

any other distribution to the holders of its Preferred Shares (other than a

regular quarterly cash dividend), (ii) to offer to the holders of its Preferred

Shares rights or warrants to subscribe for or to purchase any additional

Preferred Shares or shares of stock of any class or any other securities,

rights or options, (iii) to effect any reclassification of its Preferred Shares

(other than a reclassification involving only the subdivision of outstanding

Preferred Shares), (iv) to effect any consolidation or merger into or with, or

to effect any sale or other transfer (or to permit one or more of its

Subsidiaries to effect any sale or other transfer), in one or more

transactions, of 50% or more of the assets or earning power of the Company and

its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the

liquidation, dissolution or winding up of the Company, or (vi) to declare or

pay any dividend on the Common Shares payable in Common Shares or to effect a

subdivision, combination or consolidation of the Common Shares (by

reclassification or otherwise), then, in each such case, the Company shall give

to the Rights Agent and to each holder of a Rights Certificate, in accordance with

Section 26 hereof, a notice of such proposed action, which shall specify the

record date for such event, and the date of participation therein by the

holders of the Common Shares and/or Preferred Shares, if any such date is to be

fixed, and such notice shall be so given in the case of any action covered by

clause (i) or (ii) above at least 10 days prior to the record date for

determining holders of the Preferred Shares for purposes of such action, and in

the case of any such other action, at least 10 days prior to the date of the

taking of such proposed action or the date of participation therein by the

holders of the Common Shares and/or Preferred Shares, whichever shall be the

earlier.




In case any of the events set forth in Section 11(a)(ii)

hereof shall occur, then the Company shall as soon as practicable thereafter

give to the Rights Agent and to each holder of a Rights Certificate, in

accordance with Section 26 hereof, a notice of the occurrence of such event,

which notice shall describe such event and the consequences of such event to

holders of Rights under Section 11(a)(ii) hereof.




Notices.  Notices or demands authorized by this

Agreement to be given or made by the Rights Agent or by the holder of any

Rights Certificate to or on the Company shall be sufficiently given or made if

sent, by first-class mail, postage prepaid, and addressed (until another

address is filed in writing with the Rights Agent) or by facsimile transmission

as follows:




Zebra

Technologies Corporation




333

Corporate Woods Parkway




Vernon

Hills, Illinois   60061




Attention:  Corporate Secretary




Facsimile

No.:  (847) 913-8766




 




26





























 




Subject to the provisions

of Section 21 hereof, any notice or demand authorized by this Agreement to be

given or made by the Company or by the holder of any Rights Certificate to or

on the Rights Agent shall be sufficiently given or made if sent, by first-class

mail, postage prepaid, and addressed (until another address is filed in writing

with the Company) or by facsimile transmission as follows:




Mellon Investor Services

LLC


Suite 900


One Memorial Drive


St. Louis, MO  63102


Attention:  Relationship Manager


Facsimile No.:  (314) 588-2211




With a copy to:




Mellon Investor

Services LLC


85 Challenger Road


Ridgefield Park, New Jersey  07660-2108


Attention:  General Counsel


Facsimile No.:  (201) 296-4004




Notices or demands

authorized by this Agreement to be given or made by the Company or the Rights

Agent to the holder of any Rights Certificate shall be sufficiently given or

made if sent by first-class mail, postage prepaid, addressed to such holder at

the address of such holder as shown on the registry books of the Company.




Supplements and

Amendments. 

The Company may from time to time supplement or amend this Agreement

without the approval of any holders of Rights Certificates in order to cure any

ambiguity, to correct or supplement any provision contained herein which may be

defective or inconsistent with any other provisions herein, or to make any

other provisions with respect to the Rights which the Company may deem

necessary or desirable, any such supplement or amendment to be evidenced by a

writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any

Person becomes an Acquiring Person, this Agreement shall not be amended in any

manner which would adversely affect the interests of the holders of Rights

(except the interests of any Acquiring Person and its Affiliates and

Associates).  Upon the delivery of a

certificate from an appropriate officer of the Company and, if requested by the

Rights Agent, an opinion of counsel, that states that the proposed supplement

or amendment complies with this Section 27, the Rights Agent shall execute such

supplement or amendment.  Notwithstanding

anything contained in this Agreement to the contrary, the Rights Agent may, but

shall not be obligated to, enter into any supplement or amendment that affects

the Rights Agent’s own rights, duties, immunities or obligations under this

Agreement.




Determination

and Actions by the Board of Directors.




The Board of Directors shall have the exclusive power and

authority to administer this Agreement and to exercise all rights and powers

specifically granted to the Board of Directors, or 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 (including, without limitation, a

determination to redeem or not redeem the Rights or to amend the Agreement and

whether any proposed amendment adversely affects the interests of the holders

of Rights Certificates).  For all

purposes of this Agreement, any calculation of the number of Common Shares or

other securities outstanding at any particular time, including for purposes of

determining the particular percentage of such outstanding Common Shares or any

other securities of which any Person is the Beneficial Owner, shall be made in

accordance with the last sentence of Rule 13d-3(d)(1)(D) 




 




27





























 




of the General Rules and Regulations under the Exchange Act

as in effect on the date of this Agreement. 

All such actions, calculations, interpretations and determinations

(including, for purposes of clause (y) below, all omissions with respect to the

foregoing) which are done or made by the Board of Directors in good faith,

shall (x) be final, conclusive and binding on the Company, the Rights Agent,

the holders of the Rights Certificates and all other parties unless the Board

of Directors specifically states that such action, calculations, interpretation

or determination is not final, conclusive and binding, and (y) not subject the

Board of Directors to any liability to the holders of the Rights

Certificates.  The Rights Agent is

entitled always to assume that the Company’s Board of Directors acted in good

faith and shall be fully protected and incur no liability in reliance thereon.




It is understood that the Independent Directors Committee (as

defined below) of the Board of Directors 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 stockholders and any other

relevant constituencies of the Company, at least every three years, or sooner

than that if any Person shall have made a proposal to the Company, or taken any

such other action, that, if effective, could cause such Person to become an

Acquiring Person hereunder, if a majority of the members of the Independent

Directors Committee shall deem such review and evaluation appropriate after

giving due regard to all relevant circumstances.  Following each such review, the Independent Directors Committee

will communicate its conclusions to the full Board of Directors, including any

recommendation in light thereof as to whether this Agreement should be modified

or the Rights should be redeemed.  The

Independent Directors Committee shall be comprised of the Directors of the

Company who are not officers or employees of the Company.




Successors.  All the covenants and

provisions of this Agreement by, or for the benefit of, the Company or the

Rights Agent shall bind and inure to the benefit of their respective successors

and assigns hereunder.




Benefits of this

Agreement. 

Nothing in this Agreement shall be construed to give to any Person other

than the Company, the Rights Agent and the registered holders of valid Rights

Certificates (and, prior to the Distribution Date, the Common Shares) any legal

or equitable right, remedy or claim under this Agreement; but this Agreement

shall be for the sole and exclusive benefit of the Company, the Rights Agent

and the registered holders of valid Rights Certificates (and, prior to the

Distribution Date, the Common Shares).




Severability.  If any term, provision,

covenant or restriction of this Agreement is held by a court of competent

jurisdiction or other authority to be invalid, void or unenforceable, the

remainder of the terms, provisions, covenants and restrictions of this

Agreement shall remain in full force and effect and shall in no way be

affected, impaired or invalidated.




Governing Law.  This Agreement and each Rights

Certificate issued hereunder 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 applicable to contracts to

be made and performed entirely within such State, provided, however, that all

provisions regarding the rights, duties, immunities and obligations of the

Rights Agent shall be governed by and construed in accordance with the laws of

the State of New York applicable to contracts made and to be performed entirely

within said State.




Counterparts.  This Agreement may be

executed in any number of counterparts and each of such counterparts shall for

all purposes be deemed to be an original, and all such counterparts shall

together constitute but one and the same instrument.




Descriptive

Headings. 

Descriptive headings of the several Sections of this Agreement are

inserted for convenience only and shall not control or affect the meaning or

construction of any of the provisions hereof.




 




28





























 




IN

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly

executed and attested, all as of the day and year first above written.




	

   


  	

   


  	

   


  	

   


  	

   


  	

  Zebra Technologies Corporation


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ CHARLES K. WHITCHURCH


  	

   


  	

  By


  	

  /s/ EDWARD L KAPLAN


  
	

   


  	

  Name:


  	

  Charles K. Whitchurch


  	

   


  	

   


  	

  Name:


  	

  Edward L. Kaplan


  
	

   


  	

  Title:


  	

  Chief Financial Officer


  	

   


  	

   


  	

  Title:


  	

  Chairman and Chief Executive Officer


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Mellon Investor Services LLC


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  as Rights Agent


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ RUTH BRUNETTE


  	

   


  	

   


  	

  By:


  	

  /s/ JANE A. MARTEN


  
	

   


  	

  Name:


  	

  Ruth Brunette


  	

   


  	

   


  	

  Name:


  	

  Jane A. Marten


  
	

   


  	

  Title:


  	

  Client Service Manager


  	

   


  	

   


  	

  Title:


  	

  Client Service Manager


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
										





 




 




29





























Exhibit A




 




FORM




 




of




 




CERTIFICATE OF

DESIGNATIONS




 




of




 




SERIES A JUNIOR

PARTICIPATING PREFERRED STOCK




 




and




 




SERIES B JUNIOR

PARTICIPATING PREFERRED STOCK




 




of




 




ZEBRA TECHNOLOGIES

CORPORATION




 




(Pursuant to

Section 151 of the




Delaware General

Corporation Law)




 






















 




   




ZEBRA

TECHNOLOGIES CORPORATION, a corporation organized and existing under the

General Corporation Law of the State of Delaware (hereinafter called the “Company”), hereby certifies that the

following resolution was adopted by the Board of Directors of the Company as

required by Section 151 of the General Corporation Law at a meeting duly called

and held on March 7, 2002:




RESOLVED,

that pursuant to the authority granted to and vested in the Board of Directors

of this Company (hereinafter called the “Board

of Directors” or the “Board”)

in accordance with the provisions of the Company’s Certificate of

Incorporation, the Board of Directors hereby creates two series of its

Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company and hereby states the

designation and number of shares, and fixes the relative rights, preferences,

and limitations thereof as follows:




Designation and Amount.




Series A Junior

Participating Preferred Stock.  The shares

of one series shall be designated as “Series A Junior Participating Preferred

Stock” (the “Series A Preferred Stock”) and the number of shares constituting

the Series A Preferred Stock shall initially be 5,000.  Such number of shares may be increased or

decreased by resolution of the Board of Directors; provided, that no decrease

shall reduce the number of shares of Series A Preferred Stock to a number less

than the number of shares then outstanding plus the number of shares reserved

for issuance upon the exercise of outstanding options, rights or warrants or

upon the conversion of any outstanding securities or rights issued by the

Company convertible into Series A Preferred Stock and further provided that the

Board of Directors shall increase the number of shares constituting the Series

A Preferred Stock to the extent necessary for the Company to have available

sufficient shares of such Series A Preferred Stock available to fulfill all of

the Company’s obligations to holders of securities and Rights of the Company.




Series B Junior

Participating Preferred Stock.  The shares

of the other series shall be designated as “Series B Junior Participating

Preferred Stock” (the “Series B Preferred Stock”) and the number of shares constituting

the Series B Preferred Stock shall initially be 1,000.  Such number of shares may be increased or

decreased by resolution of the Board of Directors; provided, that no decrease

shall reduce the number of shares of Series B Preferred Stock to a number less

than the number of shares then outstanding plus the number of shares reserved

for issuance upon the exercise of outstanding options, rights or warrants or

upon the conversion of 




 




A-1





























 




any outstanding

securities or rights issued by the Company convertible into Series B Preferred

Stock and further provided that the Board of Directors shall increase the

number of shares constituting the Series B Preferred Stock to the extent

necessary for the Company to have available sufficient shares of such Series B

Preferred Stock available to fulfill all of the Company’s obligations to

holders of securities and Rights of the Company.




Dividends and

Distributions.




Subject to the

rights of the holders of any shares of any series of Preferred Stock (or any

similar stock) ranking prior and superior to the Series A Preferred Stock and

the Series B Preferred Stock with respect to dividends, the holders of shares

of Series A Preferred Stock and the holders of shares of Series B Preferred

Stock, in preference to the holders of Class A Common Stock, par value $0.01

per share (the “Class A Common Stock”) of the Company, of Class B Common

Stock, par value $0.01 per share (the “Class B

Common Stock” and

together with the Class A Common Stock, the “Common

Stock”) of the

Company, and of any other junior stock shall be entitled to receive, when, as

and if declared by the Board of Directors out of the funds legally available

for the purpose, (i) dividends payable on the Series A Preferred Stock when and

as dividends are declared on the Class A Common Stock in an amount, subject to

the provision for adjustment hereinafter set forth, equal to 10,000 times the

aggregate per share amount of all cash dividends, and 10,000 times the

aggregate per share amount (payable in kind) of all non-cash dividends or other

distributions, declared on the Class A Common Stock (except as provided in the

next sentence), and (ii) dividends payable on the Series B Preferred Stock when

and as dividends are declared on the Class B Common Stock in an amount, subject

to the provision for adjustment hereinafter set forth, equal to 10,000 times

the aggregate per share amount of all cash dividends, and 10,000 times the

aggregate per share amount (payable in kind) of all non-cash dividends or other

distributions, declared on the Class B Common Stock (except as provided in the

next sentence).  In the event the

Company shall at any time declare or pay any dividend on the Common Stock

payable in shares of Common Stock, or effect a subdivision or combination or

consolidation of the outstanding shares of Common Stock (by reclassification or

otherwise than by payment of a dividend in shares of Common Stock) into a

greater or lesser number of shares of Common Stock, then in each such case the

amount to which holders of shares of Series A Preferred Stock and Series B

Preferred Stock were entitled immediately prior to such event under the

preceding sentence shall be adjusted by multiplying such amount by a fraction,

the numerator of which is the number of shares of Common Stock outstanding

immediately after such event and the denominator of which is the number of

shares of Common Stock that were outstanding immediately prior to such event.




The Company shall

declare a dividend or distribution on the Series A Preferred Stock and the

Series B Preferred Stock as provided in paragraph (A) of this Section 2

immediately after it declares a dividend or distribution on the Common Stock.




Voting Rights. 

The holders of shares of Series A Preferred Stock shall have the

following voting rights:




Each share of Series

A Preferred Stock shall entitle the holder thereof to 10,000 votes on all

matters submitted to a vote of the stockholders of the Company.




Each share of

Series B Preferred Stock shall entitle the holder thereof to 100,000 votes on

all matters submitted to a vote of the stockholders of the Company.




Except as

otherwise provided herein, in the Certificate of Incorporation of the Company,

in any other Certificate of Designations creating a series of Preferred Stock

or any similar stock, or by law, the holders of shares of Series A Preferred

Stock, holders of shares of Series B Preferred Stock, and the holders of shares

of Common Stock and any other capital stock of the Company having general

voting rights shall vote together as one class on all matters submitted to a

vote of stockholders of the Company.




Except as set

forth herein, or as otherwise provided by law, holders of Series A Preferred

Stock and holders of Series B Preferred Stock shall have no special voting

rights and their consent shall not be required (except to the extent they are

entitled to vote with holders of Common Stock as set forth herein) for taking

any corporate action.




Conversion.




If pursuant to the

Certificate of Incorporation, the outstanding shares of Class B Common Stock

are automatically converted into shares of Class A Common Stock, the total

number of shares of Series B Preferred Stock designated in Section 1(B) shall

be reduced to zero and the number of shares of Series A Preferred Stock

designated in Section 1(A) shall be increased to 6,000.




Upon the occurrence of such automatic

conversion, the shares of Series B Preferred Stock shall be deemed without

further action to be immediately and automatically converted into shares of

Series A Preferred Stock, and 




 




A-2





























 




stock certificates formerly representing Series B Preferred Stock shall

thereupon and thereafter be deemed to represent a like number of shares of

Series A Preferred Stock.




Each share of

Series B Preferred Stock shall automatically be converted into one share of

Series A Preferred Stock upon its sale, gift, assignment, distribution,

conveyance or other disposition or transfer whether by operation of law or

otherwise (collectively, a “Transfer”) to other than a Permitted Transferee (as defined

herein).  The term Transfer as used

herein shall not include a pledge or hypothecation of shares of Series B

Preferred Stock; provided, however, that a Transfer shall have

occurred if a pledgee or party to whom such shares are hypothecated forecloses

thereon.  The term “Permitted Transferee” as used herein shall mean:




Edward

L. Kaplan, Carol K. Kaplan, Gerhard Cless, Ruth I. Cless, Stewart A. Shiman,

Meyer S. Kaplan, Bee R. Kaplan, John H. Kindsvater, Jr., Lenin Pellegrino,

M.D., any of their respective descendants (including adopted children), any

spouses, widows or widowers or any of their respective descendants (including

adopted children) (collectively, the “Family Holders”);




any

trust, a majority of the interest of which is held, directly or indirectly, by

or for the benefit of one or more of the Family Holders or any entity or

entities described in clauses (iii), (iv), (v) or (vi) of this Section 4;




any

estate of a Family Holder;




any

foundation, or any charitable organization established by one or more of the

Family Holders that qualifies as an exempt organization under the Internal

Revenue Code of 1986, as amended, or any successor statute;




any

charitable lead trust or charitable remainder trust established by one or more

of the Family Holders; or




any

corporation or partnership or other entity of which voting control is held,

directly or indirectly, by or for the benefit of one or more of the Family

Holders or any entity or entities described in clauses (ii), (iii), (iv) or (v)

above.  For purposes of this clause

(vi), “voting control” shall mean either (a) the beneficial ownership, direct

or indirect, of more than 50% of the outstanding voting securities of a

corporation, or in the case of an unincorporated entity, of the similar power to

control the affairs of such entity, or (b) the contractual power to elect or

designate a majority of the directors of a corporation or in the case of an

unincorporated entity, of individuals exercising similar functions.




If

any shares of Series B Preferred Stock are held by a Permitted Transferee as

described in clauses (ii), (iii), (iv) or (v) of this Section 4 and such

Permitted Transferee shall cease to be a Permitted Transferee, then such shares

of Series B Preferred Stock shall automatically be converted into an equal

number of shares of Series A Preferred Stock.




A

majority of the Board of Directors of the Corporation shall have, the power and

duty to determine for purposes of this Section 4, on the basis of information

known to the Board of Directors after reasonable inquiry, (a) whether a person

or entity is a Permitted Transferee, and (b) whether a transfer of shares of

Series B Preferred Stock shall have occurred so as to effect a conversion of

such shares of Series B Preferred Stock to an equal number of shares of Series

A Preferred Stock.  The holders of

Series B Preferred Stock shall upon demand disclose to the Board of Directors

in writing such information with respect to the direct and indirect beneficial ownership

of such shares of Series B Preferred Stock as the Board of Directors deem

necessary to make the determination required of it pursuant to this paragraph.




Reacquired Shares. 

Any shares of Series A Preferred Stock or Series B Preferred Stock

purchased or otherwise acquired by the Company in any manner whatsoever shall

be retired and cancelled promptly after the acquisition thereof.  All such shares shall upon their

cancellation become authorized but unissued shares of Preferred Stock and may

be reissued as part of a new series of Preferred Stock subject to the

conditions and restrictions on issuance set forth herein, in the Company’s

Certificate of Incorporation, or in any other Certificate of Designations

creating a series of Preferred Stock or any similar stock or as otherwise

required by law.




Liquidation, Dissolution

or Winding Up.  Upon any liquidation, dissolution or winding

up of the Company, no distribution shall be made (1) to the holders of shares

of stock ranking junior (either as to dividends or upon liquidation,

dissolution or winding up) to the Series A Preferred Stock and the Series B

Preferred Stock unless, prior thereto, the holders of shares of Series A

Preferred Stock and the holders of shares of Series B Preferred Stock shall

have received an aggregate amount per share, subject to the provision for

adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to

be distributed per share to holders of shares of Common Stock.  In the event the Company shall at any time

declare or pay any dividend on the 




 




A-3





























 




Common Stock payable in shares of Common Stock, or

effect a subdivision or combination or consolidation of the outstanding shares

of Common Stock (by reclassification or otherwise than by payment of a dividend

in shares of Common Stock) into a greater or lesser number of shares of Common

Stock, then in each such case the aggregate amount to which holders of shares

of Series A Preferred Stock and holders of shares of Series B Preferred Stock

were entitled immediately prior to such event under the proviso in clause (1)

of the preceding sentence shall be adjusted by multiplying such amount by a

fraction the numerator of which is the number of shares of Common Stock

outstanding immediately after such event and the denominator of which is the

number of shares of Common Stock that were outstanding immediately prior to

such event.




Consolidation, Merger,

etc.  In case the Company shall enter into any

consolidation, merger, combination or other transaction in which the shares of

Class A Common Stock and/or Class B Common Stock are exchanged for, or changed

into, other stock or securities, cash and/or any other property, then in any

such case each share of Series A Preferred Stock and each share of Series B

Preferred Stock shall at the same time be similarly exchanged or changed into

an amount per share, subject to the provision for adjustment hereinafter set

forth, equal to 10,000 times the aggregate amount of stock, securities, cash

and/or any other property (payable in kind), as the case may be, into which or

for which each share of Class A Common Stock and/or Class B Common Stock

respectively, is changed or exchanged. 

In the event the Company shall at any time declare or pay any dividend

on the Common Stock payable in shares of Common Stock, or effect a subdivision

or combination or consolidation of the outstanding shares of Common Stock (by

reclassification or otherwise than by payment of a dividend in shares of Common

Stock) into a greater or lesser number of shares of Common Stock, then in each

such case the amount set forth in the preceding sentence with respect to the

exchange or change of shares of Series A Preferred Stock and Series B Preferred

Stock shall be adjusted by multiplying such amount by a fraction, the numerator

of which is the number of shares of Common Stock outstanding immediately after

such event and the denominator of which is the number of shares of Common Stock

that were outstanding immediately prior to such event.




No Redemption. 

The shares of Series A Preferred Stock and the shares of Series B

Preferred Stock shall not be redeemable.




Rank. 

The Series A Preferred Stock and the Series B Preferred Stock shall

rank, with respect to the payment of dividends and the distribution of assets,

junior to all series of any other class of the Company’s Preferred Stock and

pari passu to each other.




Amendment. 

The Certificate of Incorporation of the Company shall not be amended in

any manner that would materially alter or change the powers, preferences or

special rights of the Series A Preferred Stock or the Series B Preferred Stock

so as to affect them adversely without the affirmative vote of the holders of

at least two-thirds of the outstanding shares of Series A Preferred Stock

and/or the holders of at least two-thirds of the outstanding shares of Series B

Preferred Stock, as the case may be, each voting as a single class.




IN

WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the

Company by its Chairman and Chief Executive Officer and attested by its

Secretary this 

          day of

March, 2002.




	

   


  	

   


  
	

   


  	

  Edward L. Kaplan


  
	

   


  	

  Chairman and Chief Executive Officer


  
	

   


  	

   


  
	

  Attest:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Secretary


  	

   


  





 




A-4





























Exhibit B-1




 




 




Form of Rights

Certificate




 




	

  Certificate No.


  	

   


  	

   


  	

   


  	

  Rights


  





 




 




NOT

EXERCISABLE AFTER MARCH 14, 2012 OR EARLIER IF REDEMPTION OR EXCHANGE

OCCURS.  THE RIGHTS ARE SUBJECT TO

REDEMPTION AT $.001 PER RIGHT AND ARE VOIDABLE AND SUBJECT TO EXCHANGE ON THE

TERMS SET FORTH IN THE RIGHTS AGREEMENT. 

[THE RIGHTS REPRESENTED BY THIS RIGHTS

CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN

ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH

TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). 

ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY

MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN THE SECOND PARAGRAPH

OF SECTION 11(a)(ii) OF THE RIGHTS 

AGREEMENT.]*




Rights Certificate




 




Zebra Technologies

Corporation




 




This

certifies that

                                         ,

or registered assigns, is the registered owner of the number of Rights set

forth above, each of which entitles the owner thereof, subject to the terms,

provisions and conditions of the Rights Agreement, dated as of March 14, 2002

(the “Rights Agreement”) between

Zebra Technologies Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC

(the “Rights Agent”), to purchase

from the Company at any time after the Distribution Date (as such term is

defined in the Rights Agreement) and prior to 5:00 p.m., Central time on March

14, 2012 at the office of the Rights Agent designated for such purpose, or at

the office of its successor as Rights Agent, one ten-thousandth of a fully paid

nonassessable share of Series A Junior Participating Preferred Stock, par value

$.01 per share (the “Series A Preferred

Shares”), of the Company, at a purchase price of $300.00 per one

ten-thousandth of a Preferred Share (the “Purchase

Price”), upon presentation and surrender of this Rights Certificate

with the Form of Election to Purchase and the Certificate duly executed.  The number of Rights evidenced by this

Rights Certificate (and the number of one ten-thousandths of a Series A

Preferred Share which may be purchased upon exercise hereof) set forth above,

and the Purchase Price set forth above, are the number and Purchase Price as of

March 14, 2002, based on the Series A Preferred Shares as constituted at such

date.  As provided in the Rights

Agreement, the Purchase Price and the number of one ten-thousandths of a Series

A Preferred Share that may be purchased upon the exercise of the Rights

evidenced by this Rights Certificate are subject to modification and adjustment

upon the happening of certain events.




This

Rights Certificate is subject to all of the terms, provisions and conditions of

the Rights Agreement, which terms, provisions and conditions are hereby

incorporated herein by reference and made a part hereof and to which Rights

Agreement reference is hereby made for a full description of the rights, limitations

of rights, obligations, duties and immunities hereunder of the Rights Agent,

the Company and the holders of the Rights Certificates.  Copies of the Rights Agreement are on file

at the principal executive offices of the Company.




                This Rights

Certificate, with or without other Rights Certificates, upon surrender at the

office of the Rights Agent designated for such purpose, may be exchanged for

another Rights Certificate or Rights Certificates of like tenor and date

evidencing Rights entitling the holder to purchase a like aggregate number of

Series A Preferred 




 






















*              The portion of the

legend in brackets shall be inserted only if applicable and shall replace the

preceding sentence.




 




B-1





























 




Shares as the Rights evidenced by the Rights Certificate or Rights

Certificates surrendered shall have entitled such holder to purchase.  If this Rights Certificate shall be

exercised in part, the holder shall be entitled to receive upon surrender

hereof another Rights Certificate or Rights Certificates for the number of

whole Rights not exercised.




Subject

to the provisions of the Rights Agreement, the Rights evidenced by this

Certificate (i) may be redeemed by the Company at a redemption price of $.001

per Right or (ii) may be exchanged in whole or in part for Series A Preferred

Shares or shares of the Company’s Class A Common Stock, par value $.01 per

share, on the terms set forth in the Rights Agreement.




No

fractional Series A Preferred Shares will be issued upon the exercise of any

Right or Rights evidenced hereby (other than fractions that are integral

multiples of one ten-thousandths of a Series A Preferred Share, which may, at

the election of the Company, be evidenced by depositary receipts), but in lieu

thereof a cash payment will be made, as provided in the Rights Agreement.




No

holder of this Rights Certificate shall be entitled to vote or receive

dividends or be deemed for any purpose the holder of the Series A Preferred

Shares or of any other securities of the Company which may at any time be

issuable on the exercise hereof, nor shall anything contained in the Rights

Agreement or herein be construed to confer upon the holder hereof, as such, any

of the rights of a stockholder of the Company or any right to vote for the

election of directors or upon any matter submitted to stockholders at any

meeting thereof, or to give or withhold consent to any corporate action, or to

receive notice of meetings or other actions affecting stockholders (except as

provided in the Rights Agreement), or to receive dividends or subscription

rights, or otherwise, until the Rights evidenced by this Rights Certificate

shall have been exercised as provided in the Rights Agreement.




This Rights Certificate shall not be valid or

obligatory for any purpose until it shall have been countersigned by the Rights

Agent.




 




B-2





























 




WITNESS

the facsimile signature of the proper officers of the Company and its corporate

seal.  Dated as of

                         .




	

  ATTEST:


  	

   


  	

  ZEBRA TECHNOLOGIES CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  
	

  Countersigned:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  MELLON INVESTOR SERVICES LLC


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Authorized Signature


  	

   


  	

   


  
						





 




B-3





























 




[Form

of Reverse Side of Rights Certificate]




 




FORM OF ASSIGNMENT




 




(To be executed by

the registered holder if such




holder desires to

transfer the Rights Certificate.)




 




	

  FOR VALUE RECEIVED, 


  	

   


  	

     hereby sells, assigns and transfers unto


  
	

   


  
	

   


  





 




(Please print name

and address of transferee)




 








	

  (Please print social

  security or other identifying number of transferee)


  










 




this Rights Certificate,

together with all interest therein, and does hereby irrevocably constitute and

appoint                                

Attorney, to transfer the within Rights Certificate on the books of the

within-named Company, with full power of substitution.




	

  Dated:


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Signature


  
	

   


  
	

  Signature Guaranteed:


  	

   


  
					





 




Signature must be guaranteed by an Eligible

Guarantor Institution as defined by SEC Rule 17Ad-15 (17 C.F.R. 240.17-Ad-15).




 




B-4





























 




CERTIFICATE




The

undersigned hereby certifies by checking the appropriate boxes that:




                (1)           this Rights Certificate o is o  is not being sold, assigned and transferred

by or on behalf of a Person who is or was an Acquiring Person or an Affiliate

or Associate of any such Person (as such terms are defined in the Rights

Agreement);




                (2)           after due inquiry and to the best knowledge of the

undersigned, it o did o did not

acquire the Rights evidenced by this Rights Certificate from any Person who is,

was or subsequently became an Acquiring Person or an Affiliate or Associate of

any such Person.




	

  Dated:


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Signature


  
	

   


  
	

  Signature Guaranteed:


  	

   


  
					





 




 




NOTICE




The

signatures to the foregoing Assignment and Certificate must correspond to the

name as written upon the face of this Rights Certificate in every particular,

without alteration or enlargement or any change whatsoever.




The signature must be guaranteed by an

Eligible Guarantor Institution as defined by SEC Rule 17Ad-15 (17 C.F.R.

240.17-Ad-15).




 




B-5





























 




FORM OF ELECTION TO PURCHASE




(To be executed if

holder desires to




exercise the

Rights Certificate.)




 




To:          Zebra Technologies Corporation




The

undersigned hereby irrevocably elects to exercise

                    Rights

represented by this Rights Certificate to purchase the Series A Preferred

Shares issuable upon the exercise of such Rights (or such other securities of

the Company or of any other person which may be issuable upon the exercise of

the Rights) and requests that certificates for such Series A Preferred Shares

be issued in the name of:




	

   


  
	

   


  
	

  (Please print name and

  address)


  
	

   


  
	

   


  	

   


  	

   


  
	

  (Please insert social

  security or other identifying number)


  





 




If such number of Rights

shall not be all the Rights evidenced by this Rights Certificate, a new Rights

Certificate for the balance remaining of such Rights shall be registered in the

name of and delivered to:




	

   


  
	

   


  
	

  (Please print name and

  address)


  
	

   


  
	

   


  	

   


  	

   


  
	

  (Please insert social

  security or other identifying number)


  





 




	

  Dated:


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Signature


  
	

   


  
	

  Signature Guaranteed:


  	

   


  
					





 




Signatures must be guaranteed by an Eligible

Guarantor Institution as defined by SEC Rule 17Ad-15 (17 C.F.R. 240.17-Ad-15).




 




B-6





























 




CERTIFICATE




The

undersigned hereby certifies by checking the appropriate boxes that:




                (1)           the Rights evidenced by this Rights Certificate o are o are not being

exercised by or on behalf of a Person who is or was an Acquiring Person or an

Affiliate or Associate of any such Person (as such terms are defined in the

Rights Agreement);




                (2)           after due inquiry and to the best knowledge of the

undersigned, it o did o did not

acquire the Rights evidenced by this Rights Certificate from any Person who is,

was or subsequently became an Acquiring Person or an Affiliate or Associate of

any such Person.




	

  Dated:


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Signature


  
	

   


  
	

  Signature Guaranteed:


  	

   


  
					





 




NOTICE




The

signatures to the foregoing Election to Purchase and Certificate must

correspond to the name as written upon the face of this Rights Certificate in

every particular, without alteration or enlargement or any change whatsoever.




The signature must be guaranteed by an

Eligible Guarantor Institution as defined by SEC Rule 17Ad-15 (17 C.F.R.

240.17-Ad-15).




 




B-7





























 




NOTICE




In the event the certification set forth

above in the Form of Assignment or the Form of Election to Purchase, as the

case may be, is not completed, the Company and the Rights Agent will deem the

beneficial owner of the Rights evidenced by this Rights Certificate to be an

Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights

Agreement) and such Assignment or Election to Purchase will not be honored.




 




B-8





























 




Exhibit B-2




Form of Rights

Certificate




 




	

  Certificate No.


  	

   


  	

   


  	

   


  	

  Rights


  





 




NOT

EXERCISABLE AFTER MARCH 14, 2012 OR EARLIER IF REDEMPTION OR EXCHANGE

OCCURS.  THE RIGHTS ARE SUBJECT TO

REDEMPTION AT $.001 PER RIGHT AND ARE VOIDABLE AND SUBJECT TO EXCHANGE ON THE

TERMS SET FORTH IN THE RIGHTS AGREEMENT. 

[THE RIGHTS REPRESENTED BY THIS RIGHTS

CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN

ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH

TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). 

ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY

MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN THE SECOND PARAGRAPH

OF SECTION 11(a)(ii) OF THE RIGHTS 

AGREEMENT.]*




 




Rights Certificate




 




Zebra Technologies

Corporation




 




 




This

certifies that

                               ,

or registered assigns, is the registered owner of the number of Rights set

forth above, each of which entitles the owner thereof, subject to the terms,

provisions and conditions of the Rights Agreement, dated as of March 14, 2002

(the “Rights Agreement”) between

Zebra Technologies Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC

(the “Rights Agent”), to purchase

from the Company at any time after the Distribution Date (as such term is

defined in the Rights Agreement) and prior to 5:00 p.m., Central time on March

14, 2012 at the office of the Rights Agent designated for such purpose, or at

the office of its successor as Rights Agent, one ten-thousandth of a fully paid

nonassessable share of Series B Junior Participating Preferred Stock, par value

$.01 per share (the “Series B Preferred

Shares”), of the Company, at a purchase price of $300.00 per one

ten-thousandth of a Preferred Share (the “Purchase

Price”), upon presentation and surrender of this Rights Certificate

with the Form of Election to Purchase and the Certificate duly executed.  The number of Rights evidenced by this

Rights Certificate (and the number of one ten-thousandths of a Series B

Preferred Share which may be purchased upon exercise hereof) set forth above,

and the Purchase Price set forth above, are the number and Purchase Price as of

March 14, 2002, based on the Series B Preferred Shares as constituted at such

date.  As provided in the Rights

Agreement, the Purchase Price and the number of one ten-thousandths of a Series

B Preferred Share that may be purchased upon the exercise of the Rights

evidenced by this Rights Certificate are subject to modification and adjustment

upon the happening of certain events.




This

Rights Certificate is subject to all of the terms, provisions and conditions of

the Rights Agreement, which terms, provisions and conditions are hereby

incorporated herein by reference and made a part hereof and to which Rights

Agreement reference is hereby made for a full description of the rights,

limitations of rights, obligations, duties and immunities hereunder of the

Rights Agent, the Company and the holders of the Rights Certificates.  Copies of the Rights Agreement are on file at

the principal executive offices of the Company.




                This Rights

Certificate, with or without other Rights Certificates, upon surrender at the

office of the Rights Agent designated for such purpose, may be exchanged for

another Rights Certificate or Rights Certificates of like 




 






















*              The portion of the

legend in brackets shall be inserted only if applicable and shall replace the

preceding sentence.




 




B-9





























 




tenor and date evidencing Rights entitling the holder to purchase a

like aggregate number of Series B Preferred Shares as the Rights evidenced by

the Rights Certificate or Rights Certificates surrendered shall have entitled

such holder to purchase.  If this Rights

Certificate shall be exercised in part, the holder shall be entitled to receive

upon surrender hereof another Rights Certificate or Rights Certificates for the

number of whole Rights not exercised.




Subject

to the provisions of the Rights Agreement, the Rights evidenced by this

Certificate (i) may be redeemed by the Company at a redemption price of $.001

per Right or (ii) may be exchanged in whole or in part for Series B Preferred

Shares or shares of the Company’s Class B Common Stock, par value $.01 per

share, (the “Class B Common Shares”)

on the terms set forth in the Rights Agreement.




No

fractional Series B Preferred Shares will be issued upon the exercise of any

Right or Rights evidenced hereby (other than fractions that are integral

multiples of one ten-thousandths of a Series B Preferred Share, which may, at

the election of the Company, be evidenced by depositary receipts), but in lieu

thereof a cash payment will be made, as provided in the Rights Agreement.




Upon

conversion of the Class B Common Shares, in connection with which the Rights

evidenced by this Rights Certificate were originally issued, into shares of

Class A Common Stock, par value $0.01 per share, of the Company, pursuant to

the Company’s Certificate of Incorporation, as amended, this Rights Certificate

shall thereafter represent, without any further action by the Company, the

Rights Agent or any other party the number of Class A Rights (as such term is

defined on the Rights Agreement) that are then exercisable in connection with

the number of Converted Class A Common Shares (as such term is defined in the

Rights Agreement).  In the event of such

conversion, the registered owner of this Rights Certificate may exchange this

Rights Certificate for a Rights Certificate denoting the Class A Rights in the

manner set forth in Section 6 of the Rights Agreement.




No

holder of this Rights Certificate shall be entitled to vote or receive

dividends or be deemed for any purpose the holder of the Series B Preferred

Shares or of any other securities of the Company which may at any time be

issuable on the exercise hereof, nor shall anything contained in the Rights

Agreement or herein be construed to confer upon the holder hereof, as such, any

of the rights of a stockholder of the Company or any right to vote for the

election of directors or upon any matter submitted to stockholders at any

meeting thereof, or to give or withhold consent to any corporate action, or to

receive notice of meetings or other actions affecting stockholders (except as

provided in the Rights Agreement), or to receive dividends or subscription

rights, or otherwise, until the Rights evidenced by this Rights Certificate

shall have been exercised as provided in the Rights Agreement.




This Rights Certificate shall not be valid or

obligatory for any purpose until it shall have been countersigned by the Rights

Agent.




 




B-10





























 




WITNESS

the facsimile signature of the proper officers of the Company and its corporate

seal.  Dated as of

                          .




WITNESS

the facsimile signature of the proper officers of the Company and its corporate

seal.  Dated as of

                          .




	

  ATTEST:


  	

   


  	

  ZEBRA TECHNOLOGIES CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  
	

  Countersigned:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  MELLON INVESTOR SERVICES LLC


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Authorized Signature


  	

   


  	

   


  
						





 




B-11





























 




 




[Form

of Reverse Side of Rights Certificate]




 




FORM OF ASSIGNMENT




 




(To be executed by

the registered holder if such




holder desires to

transfer the Rights Certificate.)




 




 




	

  FOR VALUE RECEIVED, 


  	

   


  	

     hereby sells, assigns and transfers unto


  
	

   


  
	

   


  





 




(Please print name

and address of transferee)




 








	

  (Please print social

  security or other identifying number of transferee)


  










 




this Rights Certificate,

together with all interest therein, and does hereby irrevocably constitute and

appoint                                

Attorney, to transfer the within Rights Certificate on the books of the

within-named Company, with full power of substitution.




	

  Dated:


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Signature


  
	

   


  
	

  Signature Guaranteed:


  	

   


  
					





 




Signature must be guaranteed by an Eligible

Guarantor Institution as defined by SEC Rule 17Ad-15 (17 C.F.R. 240.17-Ad-15).




 




B-12





























 




CERTIFICATE




The

undersigned hereby certifies by checking the appropriate boxes that:




                (1)           this Rights Certificate o is o is not being

sold, assigned and transferred by or on behalf of a Person who is or was an

Acquiring Person or an Affiliate or Associate of any such Person (as such terms

are defined in the Rights Agreement);




                (2)           after due inquiry and to the best knowledge of the

undersigned, it o did o did not

acquire the Rights evidenced by this Rights Certificate from any Person who is,

was or subsequently became an Acquiring Person or an Affiliate or Associate of

any such Person.




	

  Dated:


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Signature


  
	

   


  
	

  Signature Guaranteed:


  	

   


  
					





 




 




NOTICE




The

signatures to the foregoing Assignment and Certificate must correspond to the

name as written upon the face of this Rights Certificate in every particular,

without alteration or enlargement or any change whatsoever.




The signature must be guaranteed by an

Eligible Guarantor Institution as defined by SEC Rule 17Ad-15 (17 C.F.R.

240.17-Ad-15).




 




B-13





























 




FORM OF ELECTION

TO PURCHASE




 




(To be executed if

holder desires to




exercise the

Rights Certificate.)




 




To:          Zebra Technologies Corporation




The

undersigned hereby irrevocably elects to exercise

                             Rights

represented by this Rights Certificate to purchase the Series B Preferred

Shares issuable upon the exercise of such Rights (or such other securities of

the Company or of any other person which may be issuable upon the exercise of

the Rights) and requests that certificates for such Series B Preferred Shares

be issued in the name of:




	

   


  
	

   


  
	

  (Please print name and

  address)


  
	

   


  
	

   


  	

   


  	

   


  
	

  (Please insert social

  security or other identifying number)


  





 




If such number of Rights

shall not be all the Rights evidenced by this Rights Certificate, a new Rights

Certificate for the balance remaining of such Rights shall be registered in the

name of and delivered to:




	

   


  
	

   


  
	

  (Please print name and

  address)


  
	

   


  
	

   


  	

   


  	

   


  
	

  (Please insert social

  security or other identifying number)


  





 




	

  Dated:


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Signature


  
	

   


  
	

  Signature Guaranteed:


  	

   


  
					





 




Signatures must be guaranteed by an Eligible

Guarantor Institution as defined by SEC Rule 17Ad-15 (17 C.F.R. 240.17-Ad-15).




 




B-14





























 




CERTIFICATE




The

undersigned hereby certifies by checking the appropriate boxes that:




                (1)           the Rights evidenced by this Rights Certificate o are o are not being

exercised by or on behalf of a Person who is or was an Acquiring Person or an

Affiliate or Associate of any such Person (as such terms are defined in the

Rights Agreement);




                (2)           after due inquiry and to the best knowledge of the

undersigned, it  did  did not acquire the Rights evidenced by

this Rights Certificate from any Person who is, was or subsequently became an

Acquiring Person or an Affiliate or Associate of any such Person.




 




	

  Dated:


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Signature


  
	

   


  
	

  Signature Guaranteed:


  	

   


  
					





 




 




NOTICE




The

signatures to the foregoing Election to Purchase and Certificate must

correspond to the name as written upon the face of this Rights Certificate in

every particular, without alteration or enlargement or any change whatsoever.




The signature must be guaranteed by an

Eligible Guarantor Institution as defined by SEC Rule 17Ad-15 (17 C.F.R.

240.17-Ad-15).




 




B-15





























 




NOTICE




In the event the certification set forth

above in the Form of Assignment or the Form of Election to Purchase, as the

case may be, is not completed, the Company and the Rights Agent will deem the

beneficial owner of the Rights evidenced by this Rights Certificate to be an

Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights

Agreement) and such Assignment or Election to Purchase will not be honored.




 




B-16





























 




Exhibit C




SUMMARY OF RIGHTS

TO PURCHASE




PREFERRED SHARES

UNDER PLAN ADOPTED BY




ZEBRA TECHNOLOGIES

CORPORATION




 




 




On

March 13, 2002, the Board of Directors of Zebra Technologies Corporation (the “Company”) announced the declaration of a

dividend of one Class A Right (a “Class A

Right”) for each outstanding share of Class A Common Stock, par

value $0.01 per share (the “Class A Common

Shares”), of the Company and one Class B Right (a “Class B Right,” and together with the Class

A Rights, the “Rights”) for each

outstanding share of Class B Common Stock, par value $0.01 per share (the “Class B Common Shares,” and together with

the Class A Common Shares, the “Common Shares”),

of the Company.  The dividend is payable

to the stockholders of record on March 15, 2002 (the “Record Date”).  Each Class A Right entitles the registered holder to purchase

from the Company one ten-thousandth of a share of Series A Junior Participating

Preferred Stock, par value $0.01 per share (the “Series A Preferred Shares”), of the Company and each Class B

Right entitles the registered holder to purchase from the Company one

ten-thousandth of a share of Series B Junior Participating Preferred Stock, par

value $0.01 per share (the “Series B

Preferred Shares,” and together with the Series A Preferred Shares,

the “Preferred Shares”), of the

Company, at a price of $300.00 per one ten-thousandth of a Series A Preferred

Share or Series B Preferred Share, as the case may be (the “Purchase Price”), subject to

adjustment.  The description and terms

of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and

Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”).




Until

the earlier of (i) the close of business on the tenth day after the first

public announcement that a person or group of affiliated or associated persons

have acquired beneficial ownership of Class A Common Shares equal to or in

excess of 15% or more of the then-outstanding Common Shares (an “Acquiring Person”), or (ii) the close of

business on the tenth day (or such later date as may be determined by action of

the Company’s Board of Directors prior to such time as any person becomes an

Acquiring Person) following the commencement of, or announcement of an

intention to make, a tender offer or exchange offer the consummation of which

would result in the beneficial ownership of such person or group of Class A

Common Shares equal to or in excess of 15% of such outstanding Common Shares

(the earlier of such dates being called the “Distribution

Date”), the Rights will be evidenced by the Common Share certificates,

will be transferable only by the transfer of the Common Shares associated with

such Rights and any transfer of the Common Shares (including a transfer to the

Company) will constitute a transfer of the Rights.  Notwithstanding the foregoing, none of Gerhard Cless, Edward L.

Kaplan or their respective affiliates or other related persons or entities

shall be deemed an Acquiring Person.  As

described below, after a person or group becomes an Acquiring Person, the Rights

may not be redeemed or amended.




Until

the Distribution Date (or earlier redemption or expiration of the Rights), new

Common Share certificates issued after the Record Date, upon transfer or new

issuance of Common Shares, will contain a legend incorporating the Rights

Agreement by reference.  Until the

Distribution Date (or earlier redemption or expiration of the Rights), the

surrender for transfer of any certificates for Common Shares outstanding as of

the Record Date, even without such notation or a copy of this Summary of Rights

being attached, will also constitute the transfer of the Rights associated with

the Common Shares represented by such certificate.  As soon as practicable following the Distribution Date, separate

certificates evidencing the Rights (“Rights

Certificates”) will be mailed to holders of record of the Common

Shares as of the close of business on the Distribution Date and such separate

Rights Certificates alone will evidence the Rights.  Each Class A Right is exercisable for one ten-thousandth of

a  Series A Preferred Share, and each

Class B Right is exercisable for one ten-thousandth of a Series B Preferred

Share, in each case at any time after the Distribution Date.  The

Rights will expire on March 14, 2012 (the “Final

Expiration Date”), unless the Final Expiration Date is extended or

unless the Rights are redeemed earlier by the Company, in each case, as

described below.




If a person or group of affiliated or

associated persons becomes an Acquiring Person, each holder of a Class A Right

and each holder of a Class B Right (other than those described in the next

sentence) will thereafter have the right to 




 




C-1





























 




receive, upon exercise, Class A Common Shares or Class B Common Shares,

as the case may be (or, in certain circumstances, cash, property or other

securities of the Company) having a value equal to two times the Purchase Price

of the Right instead of Preferred Shares. 

All Rights that are, or (under certain circumstances specified in the

Rights Agreement) were, beneficially owned by any Acquiring Person will be

void.




At

any time after a person or group becomes an Acquiring Person and prior to the

acquisition by such person or group of 50% or more of the outstanding Common

Shares, the Board of Directors of the Company may exchange the Class A Rights

and Class B Rights (other than Rights owned by such person or group that have

become void), in whole or in part, without any additional payment, for Class A

Common Shares or Class B Common Shares, as the case may be, at an exchange

ratio of one Common Share (or of a share of a class or series of the Company’s

preferred shares having equivalent rights, preferences and privileges), per

Right (subject to adjustment).




At

any time after the first date of public announcement by the Company or an

Acquiring Person than an Acquiring Person has become such, if (i) the Company

is the surviving corporation in a merger with any other company or entity, (ii)

the Company is acquired in a merger or other business combination transaction,

(iii) 50% or more of the Company’s consolidated assets or earning power are

sold, or (iv) an Acquiring Person engages in certain “self-dealing”

transactions with the Company, each holder of a Right (other than those whose

Rights have become void) will thereafter have the right to receive, upon the

exercise thereof at the then-current Purchase Price of the Right, that number

of shares of common stock of the surviving or acquiring company which at the

time of such transaction will have a market value of two times the Purchase

Price of such Right.




With

certain exceptions, no adjustment in the Purchase Price will be required until

cumulative adjustments require an adjustment of at least 1% in such Purchase

Price.  No fractional Preferred Shares

will be issued (other than fractions which are integral multiples of one

ten-thousandth of a Preferred Share, which may, at the election of the Company,

be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash

will be made based on the market price of the Preferred Shares on the last

trading day prior to the date of exercise.




At

any time prior to a person or group becoming an Acquiring Person, the Board of

Directors of the Company may redeem all, but not less than all, of the Rights

at a price of $.001 per Right (the “Redemption

Price”).  The redemption of

the Rights may be made effective at such time, on such basis and with such

conditions as the Board of Directors in its sole discretion may establish.  Immediately upon any redemption of the

Rights, the right to exercise the Rights will terminate and the only right of

the holders of Rights will be to receive the Redemption Price.




A

committee of the Board comprised of the independent directors will review the

Rights Plan at least every three years, and if a majority of the members of

that committee deems it appropriate, the committee may recommend a modification

or termination of Rights Plan.




Any

of the provisions of the Rights may be amended by the Board of Directors of the

Company in order to cure any ambiguity or to make any other changes which the

Board deems necessary or desirable. 

However, after a person or group becomes an Acquiring Person, any such

amendment must not adversely affect the interests of holders of Rights

(excluding the interests of any Acquiring Person).




A copy of the Rights Agreement has been filed

with the Securities and Exchange Commission as an Exhibit to a Registration

Statement on Form 8-A dated March 14, 2002. 

A copy of the Rights Agreement is available free of charge from the

Company.  This summary description of

the Rights does not purport to be complete and is qualified in its entirety by

reference to the Rights Agreement, which is hereby incorporated herein by

reference.




 




C-2