exhibit101dec2209.htm


    AMENDMENT
NO. 3 TO RIGHTS AGREEMENT

    


    THIS
AMENDMENT NO. 3 TO RIGHTS AGREEMENT (“Amendment No. 3”) is dated as
of the 22nd day
of December, 2009, by and between Checkpoint Systems, Inc., a Pennsylvania
corporation (the “Company”), and American Stock
Transfer & Trust Company, LLC, a New York limited liability trust company
(formerly American Stock Transfer & Trust Company) (the “Rights Agent”).

     

    WHEREAS,
the Company and the Rights Agent are parties to that certain Rights Agreement,
dated as of March 10, 1997, as amended by that certain Amendment No. 1 to Rights
Agreement, dated as of March 2, 2007 and as further amended by Amendment No. 2
to Rights Agreement, dated August 5, 2009 (as so amended, the “Rights
Agreement”);

     

    WHEREAS,
the Board of Directors of the Company has considered the reasons underlying the
adoption of the Rights Agreement;

     

    WHEREAS,
the Board of Directors of the Company has considered and discussed the corporate
governance implications of the Rights Agreement;

     

    WHEREAS,
the Company and the Rights Agent desire to amend the Termination Date of the
Rights Agreement to December 24, 2009; and

     

    WHEREAS,
the Board of Directors of the Company has authorized this Amendment No. 3 at a
meeting of the Directors duly called and held.

     

    NOW,
THEREFORE, in consideration of the premises and mutual agreements set forth in
the Rights Agreement and this Amendment No. 3, the parties, intending to be
legally bound, hereby agree as follows:

     

    1. Amendments to Rights
Agreement.  The Rights Agreement is hereby amended as
follows:

     

    a) Section
7(a) of the Rights Agreement is hereby amended by deleting the date “March 10,
2017” immediately preceding the parenthetical “(the “Final Expiration Date”)” in
such section, and replacing it with

       
the date “December 24, 2009”.

     

    b) Exhibit A
to the Rights Agreement is hereby amended by deleting the date “March 10, 2017”
in each place in which such date appears in Exhibit A, and replacing it with the
date “December 24, 2009”.

     

    c) Exhibit B
to the Rights Agreement is hereby amended by deleting the date “March 10, 2017”
in each place in which such date appears in Exhibit B, and replacing it with the
date “December 24, 2009”.

     

    2. References to
“Agreement”.  The term “Agreement” as used in the
Rights Agreement shall be deemed to refer to the Rights Agreement as amended by
Amendment No. 1, dated March 2, 2007,

      
Amendment No. 2, dated August 5, 2009, and as further amended by this Amendment
No. 3.

     

    3.  Effectiveness.  This Amendment
No. 3 shall be effective as of the date hereof.

     

    4. Counterparts.  This
Amendment No. 3 may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

     

    Signature
page follows.

     


    
      
         


      

      
         


        
          

        

      

       

    


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

     

    ATTEST:                                                                                                                         
CHECKPOINT SYSTEMS, INC.

     

              
/s/ Raymond D.
Andrews                                                                                   _____/s/ Robert P. van der Merwe

    Title:  Senior Vice President
and                                                                                 
Title:  Chairman of the Board,

               Chief
Financial
Officer                                                                                                  
President and Chief Executive Officer

     

     

    
      
        ATTEST:                                                                                                                         
AMERICAN STOCK TRANSFER &.

                                                                                                                                                   TRUST
COMPANY LLC

                   
/s/ Susan
Silber                                                                                                    _____/s/ Herbert J. Lemmer

        Title:  Assistant
Secretary                                                                                             
Title:  Vice President