exv4w3






Exhibit 4.3




CORVEL CORPORATION




and




COMPUTERSHARE TRUST COMPANY, N.A.




(Rights Agent)




Second Amended and Restated




Preferred Shares Rights Agreement




Dated as of November 17, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Section 1.
	 	Certain Definitions

	 	 	1	 
	 	 	 
	 	 	 	 
	Section 2.
	 	Appointment of Rights Agent

	 	 	5	 
	 	 	 
	 	 	 	 
	Section 3.
	 	Issue of Right Certificates

	 	 	5	 
	 	 	 
	 	 	 	 
	Section 4.
	 	Form of Right Certificates

	 	 	6	 
	 	 	 
	 	 	 	 
	Section 5.
	 	Countersignature and Registration

	 	 	7	 
	 	 	 
	 	 	 	 
	Section 6.
	 	Transfer, Split-Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates

	 	 	8	 
	 	 	 
	 	 	 	 
	Section 7.
	 	Exercise of Rights; Purchase Price; Expiration Date of Rights

	 	 	8	 
	 	 	 
	 	 	 	 
	Section 8.
	 	Cancellation and Destruction of Right Certificates

	 	 	10	 
	 	 	 
	 	 	 	 
	Section 9.
	 	Availability of Preferred Shares

	 	 	10	 
	 	 	 
	 	 	 	 
	Section 10.
	 	Preferred Shares Record Date

	 	 	12	 
	 	 	 
	 	 	 	 
	Section 11.
	 	Adjustment of Purchase Price, Number of Shares or Number of Rights

	 	 	12	 
	 	 	 
	 	 	 	 
	Section 12.
	 	Certificate of Adjusted Purchase Price or Number of Shares

	 	 	19	 
	 	 	 
	 	 	 	 
	Section 13.
	 	Consolidation, Merger or Sale or Transfer of Assets or Earning Power

	 	 	19	 
	 	 	 
	 	 	 	 
	Section 14.
	 	Fractional Rights and Fractional Shares

	 	 	21	 
	 	 	 
	 	 	 	 
	Section 15.
	 	Rights of Action

	 	 	22	 
	 	 	 
	 	 	 	 
	Section 16.
	 	Agreement of Right Holders

	 	 	22	 
	 	 	 
	 	 	 	 
	Section 17.
	 	Right Certificate Holder Not Deemed a Stockholder

	 	 	23	 
	 	 	 
	 	 	 	 
	Section 18.
	 	Concerning the Rights Agent

	 	 	23	 
	 	 	 
	 	 	 	 
	Section 19.
	 	Merger or Consolidation or Change of Name of Rights Agent

	 	 	24	 
	 	 	 
	 	 	 	 
	Section 20.
	 	Duties of Rights Agent

	 	 	24	 
	 	 	 
	 	 	 	 
	Section 21.
	 	Change of Rights Agent

	 	 	27	 
	 	 	 
	 	 	 	 
	Section 22.
	 	Issuance of New Right Certificates

	 	 	28	 
	 	 	 
	 	 	 	 
	Section 23.
	 	Redemption

	 	 	28	 
	 	 	 
	 	 	 	 
	Section 24.
	 	Exchange

	 	 	29	 






 









 






	 	 	 	 	 	 	 
	Section 25.
	 	Notice of Certain Events

	 	 	30	 
	 	 	 
	 	 	 	 
	Section 26.
	 	Notices

	 	 	31	 
	 	 	 
	 	 	 	 
	Section 27.
	 	Supplements and Amendments

	 	 	33	 
	 	 	 
	 	 	 	 
	Section 28.
	 	Successors

	 	 	33	 
	 	 	 
	 	 	 	 
	Section 29.
	 	Determinations and Actions by the Board of Directors

	 	 	34	 
	 	 	 
	 	 	 	 
	Section 30.
	 	Benefits of this Agreement

	 	 	34	 
	 	 	 
	 	 	 	 
	Section 31.
	 	Severability

	 	 	34	 
	 	 	 
	 	 	 	 
	Section 32.
	 	Governing Law

	 	 	34	 
	 	 	 
	 	 	 	 
	Section 33.
	 	Counterparts

	 	 	34	 
	 	 	 
	 	 	 	 
	Section 34.
	 	Descriptive Headings

	 	 	35	 
	 	 	 
	 	 	 	 
	Section 35.
	 	Force Majeure

	 	 	35	 
	 	 	 
	 	 	 	 
	EXHIBIT A-1 CERTIFICATE OF DESIGNATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of
CORVEL CORPORATION	 	 	36	 
	 	 	 
	 	 	 	 
	EXHIBIT A-2 CORVEL
CORPORATION CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATION OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK SETTING FORTH THE POWERS, PREFERENCES, RIGHTS,
QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SUCH PREFERRED STOCK OF CORVEL CORPORATION, AS AMENDED	 	 	42	 
	 	 	 
	 	 	 	 
	EXHIBIT A-3 CORVEL
CORPORATION CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATION OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK SETTING FORTH THE POWERS, PREFERENCES, RIGHTS,
QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SUCH PREFERRED STOCK OF CORVEL CORPORATION, AS AMENDED	 	 	43	 
	 	 	 
	 	 	 	 
	EXHIBIT B FORM OF RIGHT CERTIFICATE, AS AMENDED	 	 	44	 
	 	 	 
	 	 	 	 
	EXHIBIT C CORVEL CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES, AS AMENDED	 	 	49	 







 











 





SECOND AMENDED AND RESTATED PREFERRED SHARES RIGHTS

AGREEMENT




     Second Amended and Restated Preferred Shares Rights Agreement (this “Agreement”), dated as of
November 17, 2008, between CorVel Corporation, a Delaware corporation (the “Company”), and
Computershare Trust Company, N.A., as successor rights agent to U.S. Stock Transfer Corporation
(the “Rights Agent”).



     The Board of Directors of the Company (the “Board of Directors”) has heretofore authorized and
declared a dividend of one Preferred Share (as hereinafter defined) purchase right (a “Right”) for
each Common Share (as hereinafter defined) of the Company outstanding as of the Close of Business
(as hereinafter defined) on February 28, 1997 (the “Record Date”), each Right representing the
right to purchase one one-hundredth of a Preferred Share (subject to adjustment as provided in this
Agreement) upon the terms and subject to the conditions therein set forth, and further authorized
and directed the issuance of one Right with respect to each Common Share issued between the Record
Date and the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date
(as such terms are hereinafter defined); provided, however, that Rights might be issued with
respect to Common Shares that should become outstanding after the Distribution Date and prior to
the earlier of the Redemption Date or the Final Expiration Date in accordance with the provisions
of Section 22.



     On April 11, 2002, the Board of Directors determined that it was in the best interests of the
Company and its stockholders to amend the Preferred Shares Rights Agreement to, among other things,
(i) extend the term of the Rights from the original Final Expiration Date of February 10, 2007, to
February 10, 2012 and (ii) adjust the Purchase Price for each one one-hundredth of a Preferred
Share to $118.



     Subsequently, on October 30, 2008, the Board of Directors determined that it was in the best
interests of the Company and its stockholders to amend the Amended and Restated Preferred Shares
Rights Agreement to, among other things, (i) amend the supplements and amendments provision and
other related provisions to remove certain restrictions on the Board of Directors, (ii) substitute
Computershare Trust Company, N.A. as the Rights Agent, (iii) extend the term of the Rights from the
existing Final Expiration Date of February 10, 2012, to February 10, 2022, (iv) modify the
definition of Acquiring Person and (v) effect certain technical changes.



     Now, therefore, in consideration of the promises and the mutual agreements herein set forth,
the parties hereby agree as follows:



     Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the
meanings indicated:



     (a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares of the
Company then outstanding, but shall not include (i) the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company, or any Person holding
Common Shares for or pursuant to the terms of any such
plan, (ii) Corstar Holding, Inc., a Minnesota corporation, together with all Affiliates and



-1-









 







Associates (collectively, “Corstar”), but only to the extent that Corstar shall beneficially own no
more than 33% of the Common Shares of the Company then outstanding, or (iii) any Person, together
with all Affiliates and Associates of such Person, who or which would be an Acquiring Person solely
by reason of (A) being the Beneficial Owner of Common Shares, the Beneficial Ownership of which
was acquired by such Person (and the Affiliates and Associates of such Person) pursuant to any
action or transaction, or series of related actions or transactions, approved by the Board of
Directors prior to the Distribution Date or (B), a reduction in the number of issued and
outstanding Common Shares pursuant to a transaction or series or related transactions approved by
the Board of Directors; provided, however, that in the event that such Person described in this
clause (iii) does not become an Acquiring Person by reason of subclause (A) or (B) of this clause
(iii), such Person nonetheless shall become an Acquiring Person in the event such Person, together
with all Affiliates and Associates of such Person, thereafter acquires Beneficial Ownership of any
additional Common Shares unless the acquisition of such Beneficial Ownership would not result in
such Person becoming an Acquiring Person by reason of subclause (A) or (B) of this clause (iii).
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
paragraph (a), is eligible to file and did file a Schedule 13G and such Person divests (and/or
causes such Person’s Affiliates and/or Associates to divest) as promptly as practicable a
sufficient number of Common Shares so that such Person would no longer be an Acquiring Person as
defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be
deemed to be an “Acquiring Person” for any purpose of this Agreement.



     (b) “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.



     (c) A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially
Own,” and have “Beneficial Ownership” of, any securities:



          (i) which such Person or any of such Person’s Affiliates or Associates beneficially owns,
directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder
(or any comparable or successor law or regulation);



          (ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to
acquire (whether such right is exercisable immediately or only after the passage of time or
fulfillment of a condition or both) 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 of the Company), or upon the exercise of conversion rights,
exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed pursuant to this Section I (c)(ii)(A) to be the
Beneficial Owner of, or to Beneficially Own, (1) 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 or (2) securities which a
Person or any of such Person’s Affiliates or Associates may be deemed to have the right to acquire
pursuant to any merger or other acquisition agreement between the Company and such Person (or one
or more of such Person’s Affiliates or Associates)
if such agreement has been approved by the Board of Directors prior to there being an
Acquiring



 









 







Person; or (B) the right to vote alone or in concert with others 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 pursuant to this Section 1(c)(ii)(B) 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 under the
Exchange Act (or any comparable or successor report) other than by reference to a proxy or consent
solicitation being conducted by such Person; or



          (iii) 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 (other than customary agreements with
and between underwriters and selling group members with respect to a bona fide public offering of
securities by the Company) for the purpose of acquiring, holding, voting (except to the extent
contemplated by the proviso to Section 1(c)(ii)(B)) or disposing of any securities of the Company.



     Notwithstanding anything in this definition of Beneficial Ownership to the contrary, (x) 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, (y) for purposes of determining Beneficial
Ownership, officers and directors of the Company solely by reason of their status as such shall not
constitute a group (notwithstanding that they may be Associates of one another or may be deemed to
constitute a group for purposes of Section 13(d) of the Exchange Act) and shall not be deemed to
own shares owned by another officer or director of the Company.



     (d) “Business Day” shall mean any day other than a Saturday, a Sunday, or a day on which
banking institutions in the Commonwealth of Massachusetts are authorized or obligated by law or
executive order to close.



     (e) “Company” shall have the meaning set forth in the first paragraph of this Agreement.



     (f) “Close of Business” on any given date shall mean 5:00 P.M., Boston, Massachusetts time, on
such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M.,
Boston, Massachusetts time, on the next succeeding Business Day.



     (g) “Common Shares” when used with reference to the Company shall mean shares of common stock,
par value $0.0001 per share, of the Company. “Common Shares” when used with reference to any Person
other than the Company shall mean the capital stock with the greatest voting power, or the equity
securities or other equity interest having power to control or direct the management of such other
Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which
ultimately control such first-mentioned Person.



 









 





     (h) “Common Stock Equivalents” shall have the meaning set forth in Section 11(a)(iv) hereof.



     (i) “Current Per Share Market Price” shall have the meaning set forth in Section 11(d) hereof.



     (j) “Current Value” shall have the meaning set forth in Section 11(a)(iv).



     (k) “Distribution Date” shall have the meaning set forth in Section 3 hereof.



     (l) “Equivalent Preferred Shares” shall have the meaning set forth in Section 11(b) hereof.



     (m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, as in effect on
the date of this Agreement.



     (n) “Final Expiration Date” shall have the meaning set forth in Section 7 hereof.



     (o) “Issuer” shall have the meaning set forth in Section 13 hereof.



     (p) “Person” shall mean any individual, firm, corporation or other entity, and shall include
any successor (by merger or otherwise) of such entity.



     (q) “Preferred Shares” shall mean shares of Series A Junior Participating Preferred Stock of
the Company, par value $0.0001 per share, having the rights and preferences set forth in the Form
of Certificate of Designation attached to this Agreement as Exhibit A-1, as amended by the Form of
Certificate of Amendment of Certificate of Designation attached to this Agreement as Exhibit A-2
and as amended by the Form of Certificate of Amendment of Certificate of Designation attached to
this Agreement as Exhibit A-3.



     (r) “Purchase Price” shall have the meaning set forth in Section 4 hereof.



     (s) “Record Date” shall have the meaning set forth in the second paragraph of this Agreement.



     (t) “Redemption Date” shall have the meaning set forth in Section 7 hereof.



     (u) “Redemption Price” shall have the meaning set forth in Section 23 hereof.



     (v) “Right” shall have the meaning set forth in the second paragraph of this Agreement.



     (w) “Right Certificate” shall have the meaning set forth in Section 3 hereof.



     (x) “Rights Agent” shall have the meaning set forth in the first paragraph of this Agreement.



     (y) “Securities Act” shall mean the Securities Act of 1933, as amended.



 









 





     (z) “Shares Acquisition Date” shall mean the earlier of (i) the first date of public
announcement (which, for purposes of this definition, shall include, without limitation, a report
filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an
Acquiring Person has become such, or (ii) the date on which the Board of Directors, in good faith,
informs the Company by written notice of the existence of an Acquiring Person.



     (aa) “Spread” shall have the meaning set forth in Section 11(a)(iv) hereof.



     (bb) “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.



     (cc) “Substitution Period” shall have the meaning set forth in Section 11(a)(iv) hereof.



     (dd) “Summary of Rights” shall have the meaning set forth in Section 3 hereof.



     (ee) “Trading Day” shall have the meaning set forth in Section 11 hereof.



     Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as 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, upon ten (10) days’ prior written notice to the Rights Agent. The Rights
Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions
of any such co-Rights Agent.



     Section 3. Issue of Right Certificates.



     (a) Until the earlier of (i) the Close of Business on the tenth Business Day (or such later
date as the Board of Directors shall determine) after the Shares Acquisition Date or (ii) the tenth
Business Day (or such later date as the Board of Directors shall determine) 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 holding Common Shares
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 holding Common Shares
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 Common Shares
aggregating 15% or more of the then outstanding Common Shares (the earlier of such dates being
herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the
provisions of Sections 3(b) and 3(c) hereof) by the certificates for Common Shares registered in
the names of the holders thereof (which certificates shall also be deemed to be Right Certificates)
and not by separate Right Certificates, and (y) the Right Certificates will be transferable only in
connection with the transfer of Common Shares. As soon as practicable after the Distribution Date,
the Company will notify the Rights Agent thereof and 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, 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 Right Certificate, in substantially the form of Exhibit B hereto (a “Right
Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as
provided for herein. As of the Distribution Date, the Rights will be evidenced solely by such Right
Certificates.



     (b) Unless the Board of Directors by resolution adopted at or before the time of issuance of
any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares
that are issued after the Record Date but prior to the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date. Certificates representing such Common Shares shall
also be deemed to be certificates for Rights, and shall bear the following legend:




This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Second Amended and Restated Rights
Agreement between CorVel Corporation and Computershare Trust Company,
N.A. dated as of November 17, 2008 (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 CorVel 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. CorVel Corporation will mail to the holder
of this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain circumstances, as
set forth in the Rights Agreement, Rights issued to any Person who is,
was or becomes an Acquiring Person (or any Affiliate or Associate
thereof) (as defined in the Rights Agreement), whether currently held by
or on behalf of such Person or by any subsequent holder, may become null
and void.



     With respect to such certificates containing the foregoing legend, until the earlier of the
Distribution Date, or the Expiration 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 or acquires 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 which are no longer outstanding.



     Section 4. Form of Right Certificates.



     (a) The Right Certificates (and the forms of assignment, certification and election to
purchase Preferred Shares to be printed on the reverse thereof) shall be substantially the same as
Exhibit B hereto and may have such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem appropriate 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 or transaction reporting system on which the Rights may from time
to



 









 







time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof,
the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case
of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of
the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to
purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at
the price per one one-hundredth of a Preferred Share set forth therein (the “Purchase Price”), but
the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject
to adjustment as provided herein.



     (b) Any Right 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 becomes such 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 such 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 regarding the transferred Rights or (B) a transfer which the Board of
Directors has determined is part of a plan, arrangement or understanding which has as a primary
purpose or effect avoidance of Section 11(a)(ii) hereof, and any Right Certificate issued pursuant
to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other
Right Certificate referred to in this sentence, shall contain (to the extent feasible) the
following legend:




The Rights represented by this Right 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 Right Certificate and
the Rights represented hereby may become null and void in the
circumstances specified in the Rights Agreement.



     Section 5. Countersignature and Registration.



     (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its President, any of its Vice Presidents, or its Treasurer, either manually or by facsimile
signature, shall have affixed thereto the Company’s seal, if any, 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 Right Certificates shall be 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 Right Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company, such Right
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 Right Certificates
had not ceased to be such officer of the Company. Any Right Certificate may be signed on behalf of
the Company by any person who, at the actual date of the
execution of such Right Certificate, shall be a proper officer of the Company to sign such
Right



 









 







Certificate, although at the date of the execution of this Agreement any such person was not
such an officer.



     (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its
principal office, books for registration and transfer of the Right Certificates issued hereunder.
Such books shall show the names and addresses of the respective holders of the Right Certificates,
the number of Rights evidenced on its face by each of the Right Certificates and the date of each
of the Right Certificates.



     Section 6. Transfer, Split-Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates.



     (a) Subject to the provisions of Section 14 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 Right Certificate or Right Certificates (other than Right
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 Right Certificate or Right Certificates, entitling the registered holder to
purchase a like number of one one-hundredths of a Preferred Share (or other securities or property)
as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase.
Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or
Right Certificates shall make such request in writing delivered to the Rights Agent, and shall
surrender the Right Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the principal office of the Rights Agent with the form of certification and assignment
on the reverse side thereof duly endorsed (or enclosed with such Right Certificate a written
instrument of transfer in form satisfactory to the Company and the Rights Agent), duly executed by
the registered holder thereof or his attorney duly authorized in writing, and with such signature
duly guaranteed. Thereupon the Rights Agent shall countersign and deliver to the person entitled
thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company
may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer, split up, combination or exchange of Right Certificates.



     (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to
them of the loss, theft, destruction or mutilation of a Right 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 Right
Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor
to the Rights Agent for delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.



     Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.



     (a) Subject to Sections 23(b) and 24(c) hereof, the registered holder of any Right Certificate
may exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon surrender of the Right
Certificate,



 









 







with the form of election to purchase and certification on the reverse side thereof
duly executed, to the Rights Agent at the principal office of the Rights Agent, together with
payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the
Rights are exercised, at or prior to the earliest of (i) the Close of Business on February 10, 2022
(the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition
involving the Company pursuant to an agreement described in Section 1(c)(ii)(A)(2) hereof.



     (b) The Purchase Price for each one one-hundredth of a Preferred Share in connection with the
exercise of a Right shall initially be $118, 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 paragraph (c) below.



     (c) Except as otherwise provided herein, upon receipt of a Right Certificate representing
exercisable Rights, with the form of certification and election to purchase duly executed,
accompanied by payment of the Purchase Price for the number of one one-hundredths of a Preferred
Share (or other security 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 Right Certificate in
accordance with Section 9 hereof by certified check, cashier’s check or money order payable to the
order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly
(i) (A) requisition from any transfer agent of the Preferred Shares certificates for the number of
one one-hundredths of a Preferred Share to be purchased and the Company hereby irrevocably
authorizes its transfer agent to comply with all such requests, or (B) requisition from a
depositary agent properly appointed by the Company depositary receipts representing such number of
one one-hundredths 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 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 Right 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 such Right Certificate. In the case of a purchase of securities, other
than Preferred Shares, pursuant to Section 13 hereof, the Rights Agent shall promptly take the
appropriate actions corresponding in such case to that referred to in the foregoing clauses (i)
through (iv) of this Section 7(c). In the event that the Company is obligated to issue other
securities of the Company, and/or distribute other property or consideration as provided for
herein, the Company shall make all arrangements necessary so that such other securities, and/or
property or other consideration are available for distribution by the Rights Agent, if and when
appropriate.



     (d) In case the registered holder of any Right Certificate shall exercise less than all the
Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights
remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right
Certificate or to his duly authorized assigns, subject to the provisions of Section 14 hereof.



 









 







(e) 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) completed and signed the form of certification and election to purchase set forth on
the reverse side of the Right 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 as the Company shall reasonably request.



     Section 8. Cancellation and Destruction of Right Certificates. All Right 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 Right Certificates shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation
and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent
shall deliver all cancelled Right Certificates to the Company, or shall, at the written request of
the Company, destroy such cancelled Right Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.



     Section 9. Availability of Preferred Shares.



     (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved
and kept available out of and to the extent of its authorized and unissued shares of Preferred
Stock not reserved for another purpose, or any Preferred Shares held in its treasury (and,
following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), out of its
authorized and unissued shares of Common Stock and/or other securities), the number of Preferred
Shares (and, following the occurrence of any such event, Common Stock and/or other securities) that
will be sufficient to permit the exercise in full of all outstanding Rights.



     (b) If the Preferred Shares (or, following the occurrence of an event described in Section
11(a)(ii) or Section 13(a), the Common Shares and/or other securities) are at any time listed on a
national securities exchange or included for quotation on any transaction reporting system, then so
long as the Preferred Shares (and, following the occurrence of any such event described in Section
11(a)(ii) or Section 13(a), the Common Shares and/or other securities) issuable and deliverable
upon exercise of the Rights may be listed on such exchange or included for quotation on any such
transaction reporting system, the Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable (but only to the extent that it is reasonably likely that the
Rights will be exercised), all shares reserved for such issuance to be listed on such exchange or
included for quotation on any such transaction reporting system upon official notice of issuance
upon such exercise.



     (c) The Company shall use its best efforts to (i) file, as soon as practicable following the
earliest date after the first occurrence of an event described in Section 11(a)(ii) in which the
consideration to be delivered by the Company upon exercise of the Rights has been determined in
accordance with Section 11(a)(iv) hereof, or as soon as is required by law following the
Distribution Date, as the case may be, a registration statement under the Securities Act with



 









 







respect to the securities purchasable upon exercise of the Rights on an appropriate form, (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 Securities Act) until the earlier of (A) the date as of which the Rights
are no longer exercisable for such securities or (B) the date of expiration of the Rights. The
Company may temporarily suspend, for a period not to exceed ninety (90) days after the date set
forth in clause (i) of the first sentence of this Section 9(c), 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, and notify the Rights
Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public
announcement and notification to the Rights Agent at such time as the suspension is no longer in
effect. 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, unless the requisite qualification in such jurisdiction
shall have been obtained, or an exemption therefrom shall be available and until a registration
statement has been declared effective.



     (d) The Company covenants and agrees that it will take all such action as may be necessary to
ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery
of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly
and validly authorized and issued and fully paid and nonassessable shares.



     (e) The Company further covenants and agrees that it will pay when due and payable any and all
federal and state transfer taxes and charges which may be payable in respect of the original
issuance or delivery of the Right Certificates or of any Preferred Shares 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 transfer or delivery of Right Certificates to a person other than, or the issuance
or delivery of certificates or depositary receipts for the Preferred Shares in a name other than
that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise
or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the
exercise of any Rights until any such tax shall have been paid (any such tax being payable by the
holder of such Right Certificate at the time of surrender) or until it has been established to the
Company’s reasonable satisfaction that no such tax is due.



 









 





     Section 10. Preferred Shares Record Date. Each person in whose name any certificate for Preferred
Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Preferred Shares represented thereby on, and such certificate shall be
dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price therefor (and any applicable transfer taxes) was made; provided,
however, that if the date of such surrender and payment is a date upon which the Preferred Shares
transfer books of the Company are closed, such person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on
which the Preferred Shares transfer books of the Company are open. Prior to the exercise of the
Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a
holder of Preferred Shares 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.



     Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase
Price, the number of Preferred Shares covered by each Right and the number of Rights outstanding
are subject to adjustment from time to time as provided in this Section 11.



     (a) (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), then, in each such event, 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 issuable upon the exercise of such Rights,
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 Preferred Shares
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 which would require an adjustment under both this
Section 11(a)(i) and Section 11(a)(ii), 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).



          (ii) Subject to Section 24 of this Agreement, in the event that any Person becomes an
Acquiring Person, each holder of a Right shall thereafter have the right to receive for each Right,
upon exercise thereof, at a price equal to the then current Purchase Price multiplied by the number
of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance
with the terms of this Agreement and in lieu of a number of one one-hundredths of a Preferred
Share, such number of Common Shares of the Company as shall equal the result obtained by (x)
multiplying the then current Purchase Price by the number of one one-hundredths



 









 







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 Common Shares (determined pursuant to Section 11(d)
hereof) on the date of the occurrence of such event. 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 which would eliminate or diminish the benefits intended to
be afforded by the Rights.



     Notwithstanding anything in this Agreement to the contrary, from and after the first
occurrence of an event in which any Person shall become an Acquiring Person, any Rights
beneficially owned by (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person,
(B) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (C) 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 such and receives such Rights pursuant to either (1) 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 the Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board of
Directors has determined is part of a plan, arrangement or understanding which has as a primary
purpose or effect the avoidance of this Section 11(a)(ii), shall become null and void without any
further action and no holder of such Rights shall have any rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise. No Right Certificate shall be
issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to
any nominee or agent of such Acquiring Person, Associate or Affiliate; no Right Certificate shall
be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be
void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee or
agent of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the
Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the
preceding sentence shall be cancelled.



     The Company shall use all reasonable efforts to ensure that the provisions of this Section
11(a)(ii) are complied with, but shall have no liability to any holder of Right Certificates or
other Person as a result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliates, Associates or transferees hereunder.



          (iii) The right to buy Common Shares of the Company pursuant to Section 11(a)(ii) hereof,
shall not arise if the event causing such Person to become an Acquiring Person (A) is a
consolidation, merger, sale, transfer or similar transaction subject to Section 13 hereof, or (B)
is an acquisition of shares of Common Shares pursuant to a tender offer or an exchange offer for
all outstanding Common Shares at a price and on terms determined by the Board of Directors and
after receiving advice from one or more investment banking firms, to be (1) at a price which is
fair to stockholders (taking into account all factors which such members of the Board of Directors
deem relevant including, without limitation, prices which could reasonably be achieved if the
Company or its assets were sold in an orderly basis designed to realize maximum stockholder value)
and (2) otherwise in the best interests of the Company and its stockholders.



 









 





          (iv) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company
may, if the Board of Directors determines that such action is necessary or appropriate and not
contrary to the interest of holders of Rights (and/or in the event that the number of Common Shares
which are authorized by the Company’s Certificate of Incorporation
but not outstanding or reserved for issuance for purposes other than upon exercise of the
Rights are not sufficient to permit the exercise in full of the Rights, or if any necessary
regulatory approval for such issuance has not been obtained by the Company), the Company shall: (A)
determine the excess of (1) the value of the Common Shares issuable upon the exercise of a Right
(determined as provided in the last sentence of this subclause (iv), hereinafter referred to as the
“Current Value”) over (2) the Purchase Price (such excess being referred to as the “Spread”) and
(B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon
exercise of the Rights, (1) cash, (2) a reduction in the Purchase Price, (3) other equity
securities of the Company (including, without limitation, shares or units of shares of any series
of preferred stock which the Board of Directors has deemed to have the same value as Common Shares
(such shares or units of shares of preferred stock are herein called “Common Stock Equivalents”)),
except to the extent the Company has not obtained any necessary stockholder or regulatory approval
for such issuance, (4) debt securities of the Company, except to the extent that the Company has
not obtained any necessary stockholder or regulatory approval for such issuance, (5) other assets
or (6) any combination of the foregoing, having an aggregate value equal to the Current Value,
where such aggregate value has been determined by the Board of Directors based upon the advice of
an investment banking firm selected by the Board of Directors; provided, however, if the Company
shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty
(30) days following the occurrence of an event described in Section 11(a)(ii), then the Company
shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring
payment of the Purchase Price, Common Shares (to the extent available), except to the extent that
the Company has not obtained any necessary stockholder or regulatory approval for such issuance,
and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread.
If the Board of Directors shall determine in good faith that it is likely that sufficient
additional Common Shares could be authorized for issuance upon exercise in full of the Rights or
that any necessary regulatory approval for such issuance will be obtained, the thirty (30) day
period set forth above may be extended to the extent necessary, but not more than ninety (90) days
after the occurrence of an event described in Section 11(a)(ii), in order that the Company may seek
stockholder approval for the authorization of such additional shares or take action to obtain such
regulatory approval (such period, as it may be extended, the “Substitution Period”). To the extent
that the Company determines that some action need be taken pursuant to the first and/or second
sentences of this Section 11(a)(iv), the Company (x) shall provide that such action shall apply
uniformly to all outstanding Rights held by holders entitled to receive Common Shares or other
securities or property upon exercise of such Rights and (y) may suspend the exercisability of the
Rights until the expiration of the Substitution Period in order to seek any authorization of
additional shares, to take any action to obtain any required regulatory approval and/or to decide
the appropriate form of distribution to be made pursuant to such first sentence and to determine
the value thereof. 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, as well
as a public announcement at such time as the suspension is no longer in effect and shall promptly
notify the Rights Agent of such suspension. For purposes of this Section 11(a)(iv), the value of
the



 









 







Common Shares shall be the Current Per Share Market Price (as determined pursuant to Section
11(d) hereof) of the Common Shares at the Close of Business on the date of the occurrence of one of
the events described in Section 11(a)(ii) and the value of any Common Stock Equivalent shall be
deemed to have the same value as the Common Shares on such date.



     (b) In the event that 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
forty-five (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, then, in each such case, 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 the aggregate offering
price of the total 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)
would purchase at such current market price 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). 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 and shall be binding on
the Rights Agent and the holders of the Rights. 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 which would then be in effect if such record date had not been fixed.



     (c) 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 Preferred Shares. 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.



     (d) (i) For the purpose of any computation hereunder, the “Current Per Share Market Price” of
any security on any date shall be deemed to be the average of the daily closing prices per share of
such security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined)
immediately prior to 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, or (B) any subdivision, combination or
reclassification of such security and prior to the expiration of thirty (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. The closing price for each 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 Nasdaq Global Select Market (“Nasdaq”), if the
security is not listed or admitted to trading on Nasdaq, 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
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 Nasdaq or such 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. If on
any such date no market maker is making a market in the security, the “Current Per Share Market
Price” of such security on such date as determined in good faith by the Board of Directors as
provided for above shall be used. The term “Trading Day” shall mean a day on which the 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 national
securities exchange, a Business Day.



          (ii) 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).
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
100. 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 and shall be conclusive for all purposes.



 









 





     (e) 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 which 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.



     (f) 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 Section 11(a) through (c), inclusive, 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.



     (g) 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 one-hundredths of a Preferred Share purchasable from time to time hereunder upon
exercise of the Rights, all subject to further adjustment as provided herein.



     (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon
each adjustment of the Purchase Price as a result of the calculations made in Sections 11 (b) and
(c), each Right outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths
of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by
(i) multiplying (x) the number of one one-hundredths 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.



     (i) 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 one-hundredths
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 one-hundredths
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 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 Right Certificates have
been issued, shall be at least ten (10) days later than the date of the public announcement. If
Right 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 Right Certificates on such record date Right 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 Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates evidencing all the
Rights to which such holders shall be entitled after such adjustment. Right 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 Right Certificates on the record date
specified in the public announcement.



     (j) Irrespective of any adjustment or change in the Purchase Price or the number of one
one-hundredths of a Preferred Share issuable upon the exercise of the Rights, the Right
Certificates theretofore and thereafter issued may continue to express the Purchase Price and the
number of one one-hundredths of a Preferred Share which were expressed in the initial Right
Certificates issued hereunder.



     (k) Before taking any action that would cause an adjustment reducing the Purchase Price below
one one-hundredth of the 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.



     (l) 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
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 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.



     (m) 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 hereinabove in Section 11(b), hereafter made by the Company to
holders of its Preferred Shares shall not be taxable to such stockholders.



     (n) In the event that at any time after the date of this Agreement and prior to the
Distribution Date, the. Company shall (i) declare or pay any dividend on the Common Shares payable
in Common Shares or (ii) effect a subdivision or combination of the Common Shares



 









 







(by
reclassification or otherwise than by payment of dividends in Common Shares) into a greater or
lesser number of Common Shares, then in any such case (A) the number of one one-hundredths of a
Preferred Share purchasable after such event upon proper exercise of each Right shall be determined
by multiplying the number of one one-hundredths of a Preferred Share so
purchasable immediately prior to such event by a fraction, the numerator of which is the
number of Common Shares outstanding immediately before such event and the denominator of which is
the number of Common Shares outstanding immediately after such event, and (B) each Common Share
outstanding immediately after such event shall have issued with respect to it that number of Rights
which each Common Share 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.



     Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is
made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate
setting forth such adjustment, and a brief statement of the facts 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 Right
Certificate in accordance with Section 25 hereof. Notwithstanding the foregoing sentence, the
failure by the Company to make such certification or give such notice shall not affect the validity
of or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment contained therein and shall not
be deemed to have knowledge of such adjustment unless and until it shall have received such
certificate.



     Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.



     (a) Except as provided in Section 13(b) hereof, in the event, directly or indirectly, (1) the
Company shall consolidate with, or merge with and into, any other Person, (2) 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 consolidation or merger and, in connection with such
consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any other property, or
(3) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one or more transactions, directly or indirectly, assets or earning power
aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken
as a whole) to any other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall be made so that (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 equal to the then current Purchase Price multiplied by the number
of one one-hundredths 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 fully paid and
non-assessable Common Shares of such other Person (including the Company as successor thereto or as
the surviving corporation in any such consolidation, merger, sale or transfer), free of 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 one-hundredths 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 such other Person (determined pursuant
to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or
transfer; (ii) the Issuer of such Common
Shares 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 Issuer; and (iv) such Issuer
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, and the Company shall not consummate any such consolidation, merger, sale or transfer
unless prior thereto the Company and such Issuer shall have executed and delivered to the Rights
Agent a supplemental agreement so providing. 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 other arrangements of any kind
whatsoever 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 each successive merger, consolidation, sale or transfer.



     The supplemental agreement referred to above in this Section 13(a) to be entered into by the
Company, Issuer and Rights Agent shall also provide that, as soon as practicable after the date of
any of the events described in Section 13(a), such Issuer shall:



          (i) prepare and file a registration statement under the Securities Act with respect to the
Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its
best efforts to cause such registration statement to become effective as soon as practicable after
such filing and use its best efforts to cause such registration statement to remain effective (with
a prospectus at all times meeting the requirements of the Securities Act) until the Final
Expiration Date, and similarly comply with applicable state securities laws;



          (ii) use its best efforts to list (or continue the listing of) the Rights and the securities
purchasable upon exercise of the Rights on a national securities exchange or to meet the
eligibility requirements for quotation on Nasdaq; and



          (iii) deliver to holders of the Rights historical financial statements for such Issuer which
comply in all respects with the requirements for registration on Form 10 (or any successor form)
under the Exchange Act.



     (b) In the event of any merger or other acquisition transaction involving the Company pursuant
to an agreement described in Section 1(c)(ii)(A)(2), the provisions of Section 13(a) hereof shall
not be applicable to such transaction and this Agreement and the rights of holders of Rights
hereunder shall be terminated in accordance with Section 7(a) hereof.



     (c) The term “Issuer,” for purposes of this Section 13, shall refer to the Person (or the
Affiliate or Associate of such Person) referred to in Section 13(a); provided, however, that (i) if
such Person (or the Affiliate or Associate of such Person) is a direct or indirect Subsidiary of



 









 







another Person, the term “Issuer” shall refer to such other Person, and (ii) in case such Person is
a Subsidiary, directly or indirectly, of more than one Person, the term “Issuer” shall refer to
whichever of such Person or Persons is the Issuer of Common Shares having the greatest
aggregate value.



     (d) If, for any reason, the Rights cannot be exercised for Common Shares of such Issuer as
provided in Section 13(a), then each holder of Rights shall have the right to exchange its Rights
(without payment of the Purchase Price) for cash from such Issuer in an amount equal to the product
of (A) 1/2 of the number of Common Shares of the Issuer that it would otherwise be entitled to
purchase pursuant to Section 13(a) hereof multiplied by (B) the Current Per Share Market Price, as
determined pursuant to Section 11(d) hereof, of such Common Shares of such Issuer. If, for any
reason, the foregoing provision cannot be applied to determine the cash amount into which the
Rights are exchangeable, then the Board of Directors, based upon the advice of one or more
investment banking firms, shall determine such amount reasonably and in good faith. Any such
determination shall be final and binding on the Rights Agent and the holders of Rights.



     Section 14. Fractional Rights and Fractional Shares.



     (a) The Company shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be
paid to the registered holders of the Right 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 Nasdaq or, if the Rights are not listed or admitted to trading on Nasdaq, as reported
in the principal consolidated transaction reporting system with respect to securities listed on the
principal national securities exchange 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 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 Nasdaq or such 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.



     (b) The Company shall not be required to issue fractions of Preferred Shares (other than
fractions which are integral multiples of one one-hundredth 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 one-hundredth of a Preferred Share). Fractions of
Preferred Shares in integral multiples of one one-hundredth 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, however, 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 one-hundredth of a Preferred Share, the Company shall pay to
the registered holders of Right 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.



     (c) 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).



     Section 15. 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 hereof, are vested in the respective
registered holders of the Right Certificates (and, prior to the Distribution Date, the registered
holders of the Common Shares); and any registered holder of any Right 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 Right Certificate (or, prior to the Distribution Date, of the Common Shares), may, in
such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such
holder’s right to exercise the Rights evidenced by such Right Certificate in the manner provided in
such Right 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 hereunder, and injunctive relief against actual or
threatened violations of the obligations of any Person subject to, this Agreement.



     Section 16. Agreement of Right 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:



     (a) prior to the Distribution Date, the Rights will be transferable only in connection with
the transfer of the Common Shares;



     (b) after the Distribution Date, the Right Certificates are transferable only on the registry
books of the Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsed
or accompanied by a proper instrument of transfer;



     (c) subject to Sections 6 and 7(f) hereof, the Company and the Rights Agent may deem and treat
the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated
Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced
thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the
associated Common Shares certificate 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



     (d) 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 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 issued by a court of competent jurisdiction
or by a governmental, 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; provided, however, the Company must use its
best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as
possible.



     Section 17. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right
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 Right
Certificate be construed to confer upon the holder of any Right 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 Right Certificate shall have been exercised in
accordance with the provisions hereof.



     Section 18. 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
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, or expense, incurred without gross negligence, bad faith or willful
misconduct on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights
Agent in connection with the execution, acceptance and administration of this Agreement and the
exercise and performance hereunder of its duties, including the costs and expenses of defending
against and appealing any claim of liability in the premises.



     The Rights Agent shall be protected and shall incur no liability for, or in respect of any
action taken, suffered or omitted by it in connection with, its administration of this Agreement
and the exercise and performance of its duties hereunder in reliance upon any Right 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.




 











 





     Section 19. Merger or Consolidation or Change of Name of Rights Agent. Any corporation into which the Rights Agent or any successor Rights Agent may be merged or
with which it may be consolidated, or any corporation resulting from any merger or consolidation to
which the Rights Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the stock transfer or corporate trust 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 corporation 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 Right 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 Right Certificates so countersigned; and in case at that time any of the
Right Certificates shall not have been countersigned, any successor Rights Agent may countersign
such Right 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 Right Certificates shall have the full force
provided in the Right 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
Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so countersigned; and in case
at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its changed name; and in all
such cases such Right Certificates shall have the full force provided in the Right Certificates and
in this Agreement.



     Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:



     (a) The Rights Agent may consult with legal counsel of its choice (who may be legal counsel
for the Company), and the reasonable opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any action taken, suffered or omitted by it
in good faith and in accordance with such opinion.



     (b) Whenever in the administration, exercise and performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved
or established by the Company prior to taking, suffering or omitting 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, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken, suffered or
omitted in good faith by it under the provisions of this Agreement in reliance upon such
certificate.



 









 





     (c) 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. Anything in this Agreement to the
contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect 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 likelihood of such loss or damage and regardless
of the form of action.



     (d) 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 Right 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.



     (e) The Rights Agent shall not be under any liability or responsibility in respect of the
legality, validity or enforceability of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the legality, validity or
enforceability or the execution of any Right Certificate (except its countersignature thereof); nor
shall it be liable or responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Right 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, or the ascertaining of the existence of
facts that would require any such change or adjustment (except with respect to the exercise of
Rights evidenced by Right Certificates after receipt of the certificate described in Section 12
hereof); 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 to be issued pursuant to this Agreement or
any Right Certificate or as to whether any Preferred Shares will, when issued, be validly
authorized and issued, fully paid and nonassessable.



     (f) 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.



     (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to
the administration, exercise and performance of its duties hereunder from any one of the Chairman
of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary or the
Treasurer of the Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be responsible or liable for any action taken, suffered or
omitted by it in good faith in accordance with instructions of any such officer or for an delay in
acting while waiting for those instructions. 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 or omitted by the Rights Agent under this Agreement and the date on
and/or after which such action shall be taken or such omission shall be effective. The Rights Agent
shall not be liable for any action taken 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 (5) Business Days after
the date any officer of the Company actually received 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 or omitted.



     (h) Nothing herein shall preclude the Rights Agent from acting in any other capacity for the
Company or for any other legal entity.



     (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself 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 resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection and continued
employment thereof.



     (j) 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 there shall be reasonable grounds for believing that repayment
of such funds or adequate indemnification against such risk or liability is not reasonably assured
to it.



     (k) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise,
transfer, split up, combination or exchange, the certification on the form of assignment or form of
election to purchase, as the case may be, that the Rights evidenced by the Right Certificate are
not owned by an Acquiring Person, or an Affiliate or Associate thereof, has either not been
completed or in any manner indicates any other response thereto, the Rights Agent shall not take
any further action with respect to such requested exercise, transfer, split up, combination or
exchange, without first consulting with the Company.



 









 





     Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties
under this Agreement upon thirty (30) days’ notice in writing mailed to the Company and to each
transfer agent of the Common Shares or Preferred Shares (as to which the Rights Agent has received
prior written notice) by registered or certified mail, and the Company shall mail notice thereof to
the holders of the Right Certificates by first-class mail. In the event the transfer agency
relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will
be deemed to have resigned automatically and be discharged from its duties under this Agreement as
of the effective date of such termination, and the Company shall be responsible for sending any
required notice. The Company may remove the Rights Agent or any successor Rights Agent upon thirty
(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 (as to which the Rights
Agent has received prior written notice) by registered or certified mail, and to the holders of the
Right 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 thirty (30) days after giving 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 Right Certificate (who shall, with such notice, submit such holder’s
Right Certificate for inspection by the Company), then the registered holder of any Right
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 a
corporation organized and doing business under the laws of the United States or of any state of the
United States so long as such corporation is authorized to do business as a banking institution, is
in good standing, and is authorized under such laws to exercise corporate trust or stock transfer
powers and is 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 $50 million,
including the capital and surplus of its Affiliates. 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 Right
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.



 









 





     Section 22. Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary,
the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may
be approved by its 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 Right
Certificates made in accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of Common Shares following the Distribution Date and prior to the
redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so
issued or sold pursuant to the exercise of stock options or under any employee benefit plan or
arrangement or upon the exercise, conversion or exchange of securities of the Company currently
outstanding or issued at any time in the future by the Company and (b) may, in any other case, if
deemed necessary or appropriate by the Board of Directors, issue Right Certificates representing
the appropriate number of Rights in connection with such issuance or sale; provided, however, that
(i) no such Right Certificate shall be issued and this sentence shall be null and void ab initio
if, and to the extent that, such issuance or this sentence would create a significant risk of or
result in material adverse tax consequences to the Company or the Person to whom such Right
Certificate would be issued or would create a significant risk of or result in such options’ or
employee plans’ or arrangements’ failing to qualify for otherwise available special tax treatment
and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.



     Section 23. Redemption.



     (a) The Company may, at its option, at any time prior to the Close of Business on the earlier
of (i) the tenth day following the Shares Acquisition Date or such later date as may be determined
by the affirmative vote of a majority of the Board of Directors and publicly announced by the
Company, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding
Rights at a redemption price of $0.01 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”), and the Company may, at its option, pay the
Redemption Price either in cash, Common Shares (based on the Current Per Share Market Price thereof
(as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of
consideration deemed appropriate by the Board of Directors. 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.



     (b) Immediately upon the action of the Board of Directors ordering the redemption of the
Rights pursuant to paragraph (a) of this Section 23, 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; provided, however, that the failure to give, or any defect in, any
such notice shall not affect the validity of such redemption. Within ten calendar (10) days after
such action of the Board of Directors ordering the redemption of the Rights, the Company shall give
notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the
holders of the then outstanding Rights at their last addresses as they appear upon the 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. 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 Distribution
Date.



     Section 24. Exchange.



     (a) Notwithstanding any other provision herein to the contrary, the Company, at its option at
any time after any Person becomes an Acquiring Person, may 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 (i) Common Shares at an exchange ratio of one
Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (the “Exchange Shares”) or (ii) Substitute
Consideration (as that term is defined below). The Board of Directors may determine, in its sole
discretion, whether to deliver Exchange Shares or Substitute Consideration.



     (b) In the event the Board of Directors shall determine to deliver Substitute Consideration in
exchange for Rights, the Company shall (1) determine the value of the
Exchange Shares (the “Exchange Value”), and (2) with respect to each Right to be exchanged,
make adequate provision to substitute for Exchange Shares the following (the “Substitute
Consideration”): (v) cash, (w) Common Stock or Common Stock Equivalents (as that term is defined in
Section 11(a)(iii) hereof) or Preferred Shares or Equivalent Preferred Stock (as that term is
defined in Section 11(b) hereof), (x) debt securities of the Company, (y) other assets, or (z) any
combination of the foregoing, having an aggregate value equal to the Exchange Value, where such
aggregate value has been determined by the Board of Directors, based upon the advice of an
investment banking firm selected by the Board of Directors. For purposes of this Section 24(b), the
value of the Common Shares shall be the Current Per Share Market Price (as determined pursuant to
Section 11(d) hereof) on the day that is the later of (x) the first occurrence of an event
described in Section 11(a)(ii) hereof and (y) the date on which the Company’s right of redemption
pursuant to Section 24(a) expires; and the value of any Common Stock Equivalent shall be deemed to
have the same value as the Common Shares on such date.



     (c) Immediately upon the action of the Board of Directors ordering the exchange of any Rights
pursuant to this Section 24, 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 Exchange Shares or Substitute Consideration for each Right exchanged by such holder.
The Company shall promptly give public notice of any such exchange; 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 address 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 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.



     (d) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock
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 shares of Common Stock or Preferred Stock for issuance upon
exchange of the Rights. Notwithstanding anything else set forth in this Section 24, 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 of the Company then outstanding.



     (e) The Company shall not be required to issue fractions of Common Shares or to distribute
certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the
Company shall pay to the registered holders of the Right 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 paragraph (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.



     (f) The Company may, at its option, by majority vote of the Board of Directors, at any time
before any Person has become an Acquiring Person, exchange all or part of the then outstanding
Rights for rights of substantially equivalent value, as determined reasonably and in good faith by
the Board of Directors, based upon the advice of one or more investment banking firms.



     (g) Immediately upon the action of the Board of Directors ordering the exchange of any Rights
pursuant to subsection (f) of this Section 24 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 rights in exchange therefor as has been
determined by the Board of Directors in accordance with subsection (f) above. The Company shall
give public notice of any such exchange; provided, however, that the failure to give, or any defect
in, such notice shall not affect the validity of such exchange. The Company 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 transfer agent for the Common Shares of the Company. 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 Rights will
be effected.



     Section 25. Notice of Certain Events.



     (a) 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 than by payment of dividends
in Common Shares), then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, or distribution of rights or
warrants, or the date on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place 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 ten
(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 referred to above, at least ten (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.



     (b) 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 each holder of a Right 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. In the event any Person becomes an Acquiring Person, the Company will promptly
notify the Rights Agent thereof.



     Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by
the holder of any Right Certificate to or on the Company shall be sufficiently given or made if
sent by overnight delivery service or first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent) as follows:


CorVel Corporation

2010 Main Street

Suite 600

Irvine, California 92614

Attention: Chief Executive Officer




     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 Right Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by overnight delivery service or
first-class mail, postage prepaid, addressed (until another address is filed in writing with the
Company) as follows:



 









 




Computershare Trust Company, N.A.

1745 Gardena Avenue

Glendale, California 91204-2891

Attention: Richard C. Brown




     Notices or demands authorized by this Agreement to be given or made by the Company or the
Rights Agent to the holder of any Right 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.



 









 





     Section 27. Supplements and Amendments. Prior to the Distribution Date, the Company may supplement or amend this Agreement in any
respect, including, without limitation, any amendment to change the Purchase Price, without the
approval of any holders of Rights, by action of its Board of Directors, and the Rights Agent shall,
if the Company so directs, execute such supplement or amendment. From and after the Distribution
Date, the Company may from time to time supplement or amend this Agreement without the approval of
any holders of Rights, by action of its Board of Directors 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 change or supplement any other provisions
with respect to the Rights which the Company may deem necessary or desirable and which shall be
consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors in
adopting this Agreement, including, without limitation, to change the Purchase Price, the
Redemption Price, any time periods herein specified, and any other term hereof, 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 the Distribution Date, this Agreement shall not be amended in any
manner which would adversely affect the interests of the holders of Rights. Upon receipt of a
certificate from an appropriate officer of the Company that the proposed supplement or amendment is
consistent with this Section 27 and, after the Distribution Date, that the proposed supplement or
amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall
execute such supplement or amendment, provided that such supplement or amendment does not adversely
affect the rights, duties or obligations of the Rights Agent under this Agreement without the
consent of such Rights Agent. Without limiting the foregoing, the Company may at any time prior to
the Distribution Date, by action of its Board of Directors, amend this Agreement to lower the
thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) any percentage
greater than the largest percentage of the outstanding Common Shares then known by the Company to
be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or any Subsidiary of the Company, any entity holding Common
Shares for or pursuant to the terms of any such plan, or Americable) and (ii) 10%.



     Section 28. 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.



 









 





     Section 29. Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares
outstanding at any particular time, including for purposes of determining the particular percentage
of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under
the Exchange Act. 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 a determination to redeem or not redeem the Rights or
to amend the 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 Right Certificates, and all other
parties and (y) not subject the Board of Directors to any liability to the holders of the Rights.



     Section 30. 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 the Right 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 the Right Certificates (and, prior to the Distribution
Date, the Common Shares).



     Section 31. 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; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant
or restriction is held by such court or authority to be invalid, void or unenforceable and the
Board of Directors determines in its good faith judgment that severing the invalid language from
this Agreement would adversely affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the tenth
business day following the date of such determination by the Board of Directors.



     Section 32. Governing Law. This Agreement and each Right 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.



     Section 33. 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.



 









 





     Section 34. Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted or convenience
only and shall not control or affect the meaning or construction of any of the provisions hereof.



     Section 35. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be
liable for any delays or failures in performance resulting from acts beyond its reasonable control
including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power
failures or mechanical difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.



     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.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COMPUTERSHARE TRUST COMPANY, N.A.:	 	 	 	CORVEL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ KELLIE GWINN	 	 	 	By:	 	/s/ DANIEL J. STARCK	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Kellie Gwinn

Vice President
	 	 	 	 	 	Name:

Title:
	 	Daniel J. Starck 

Chief Executive Officer, 

President and Chief Operating
Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ JOHN WAHL	 	 	 	By:	 	/s/ SCOTT R. MCCLOUD	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:

Titel:
	 	John Wahl

Trust Officer
	 	 	 	 	 	Name:

Title:
	 	Scott R. McCloud

Chief Financial Officer	 	 







 












 





EXHIBIT A-1




CERTIFICATE OF DESIGNATION




of




SERIES A JUNIOR PARTICIPATING PREFERRED STOCK




of




CORVEL CORPORATION




(Pursuant to Section 151 of the




Delaware General Corporation Law)




     CorVel Corporation, a corporation organized and existing under the General Corporation Law of
the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following
resolution was adopted at a meeting of the Board of Directors of the Corporation as required by
Section 151 of the General Corporation Law on February 11, 1997:



     RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of
the Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the
provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of
Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of the Corporation and hereby
states the designation and number of shares, and fixes the relative rights, preferences, and
limitations thereof as follows:



Series A Junior Participating Preferred Stock:




     Section 1. Designation and Amount. The shares of such series shall be designated as
“Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock” and the number of
shares initially constituting the, Series A Preferred Stock shall be 60,000. 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 issued
by the Corporation convertible into Series A Preferred Stock.



     Section 2. Dividends and Distributions (A) 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 with respect to dividends, the holders of shares of Series A Preferred
Stock in preference to the holders of shares of the Common Stock, par value $0.0001 per share (the
“Common Stock”), of the Corporation, and of any other junior stock, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the last day of March, June, September and December in each
year (each such date being referred to herein as a “Quarterly



-36-









 







Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (i) $1.00 in cash, or (ii) subject to
the provision for adjustment hereinafter set forth, 140 times the aggregate per share amount of all
cash dividends, and 140 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time
after February 28, 1997 (the “Declaration Date”), declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination of the outstanding shares
of Common Stock (by reclassification or otherwise) 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 were entitled immediately prior to such event under the preceding subclause (ii) 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.



     (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock
as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in share’s of Common Stock);
provided that, if no dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next succeeding Quarterly Dividend
Payment Date, a dividend of $1.00 per share payable in cash on the Series A Preferred Stock shall
nevertheless accrue and be cumulative on the outstanding shares of Series A Preferred Stock as
provided in (C) of this Section 2.



     (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of
Series A Preferred Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be not more than 60 days prior
to the date fixed for the payment thereof.



     Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall
have the following voting rights:



 









 





     (A) Subject to the provision for adjustment hereinafter set forth; each share of Series A
Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of
the stockholders of the Corporation. In the event the Corporation shall at any time after the
Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which holders of, shares, of Series A Preferred
Stock were entitled immediately prior to such event shall be adjusted by multiplying such number 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.



     (B) Except as otherwise provided herein 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 and the holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.



     (C) Except as set forth herein, or as otherwise provided bylaw; holders of Series A 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.



     Section 4. Certain Restrictions.



     (A) The Corporation shall not declare any dividend on, make any distribution on, or redeem or
purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance
of a share or fraction of a share of Series A Preferred Stock unless concurrently therewith it
shall declare a dividend on the Series A Preferred Stock as required by Section 2 hereof.



     (B) Whenever quarterly dividends or other dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:



          (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock;



          (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series
A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise
acquire for consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior



 









 







stock in exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv)
redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock,
or any, shares of stock ranking on a parity, with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in fair and equitable
treatment among the respective series or classes,



     (C) The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.



     Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation 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
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.



     Section 6. Liquidation. Dissolution or Winding Upon any liquidation, dissolution or
winding up of the Corporation, no distribution shall be made (A) to the holders of shares of stock
ranking junior (either as to dividends or as to amounts payable upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holder’s of shares of Series
A Preferred Stock shall have received an amount per share (rounded to the nearest cent) equal to
the greater of (i) $100 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, or an aggregate amount
per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of shares of Common Stock, plus an amount
equal to accrued and unpaid dividends and distributions on the Series A Preferred Stock whether or
not declared, to the date of such payment or (B) to the holders of shares of stock ranking on a
parity (either as to dividends or as to amounts payable upon liquidation, dissolution or winding
up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all such parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation
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) 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
were entitled immediately prior to such event under the proviso in clause (A)(ii) 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.



 









 





     Section 7. Consolidation Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of 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 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 100 tunes 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 Common Stock is
changed or exchanged. In the event the Corporation shall at any time declare after the Declaration
Date or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination of the outstanding shares of Common Stock (by reclassification or
otherwise) 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 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.



     Section 8. No Redemption. The shares of Series A Preferred Stock shall not be
redeemable.



     Section 9. Rank. The Series A 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
Corporation’s Preferred Stock, unless the terms of such series shall provide otherwise.



     Section 10. Amendment. The Certificate of Incorporation of the Corporation shall not
be further amended in any manner which would materially alter or change, the powers, preferences or
special rights of the Series. A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least a majority of the outstanding shares of Series A
Preferred Stock, voting together as a single class:



 









 





     Section 11. Fractional Shares. Series A Preferred Stock may be issued in fractions of
a share which shall entitle the holder, in proportion to such holder’s fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series A Preferred Stock.



     IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation
on this day of February 28, 1997.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	V. Gordon Clemons 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 



	 	 	 	 	 
	ATTEST:

 	 	 
	By:  	 	 	 
	 	Name:  	Richard J. Schweppe 	 	 
	 	Title:  	Chief Financial Officer 	 	 



 









 






	 	 	 	 	 



EXHIBIT A-2




CORVEL CORPORATION CERTIFICATE OF AMENDMENT OF CERTIFICATE OF

DESIGNATION OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

SETTING FORTH THE POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS,

LIMITATIONS AND RESTRICTIONS OF SUCH PREFERRED STOCK OF CORVEL

CORPORATION, AS AMENDED




Pursuant to Section 242 of the




General Corporation Law of the State of Delaware





     CorVel Corporation, a corporation organized and existing under the General Corporation Law of
the State of Delaware (the “Corporation”), by its Chairman, Chief Executive Officer and President,
DOES HEREBY CERTIFY AS FOLLOWS:



     1. The name of the corporation is CorVel Corporation (the “Corporation”).



     2. The date of filing of the Corporation’s original Certificate of Incorporation was May 16,
1991.



     3. The date of filing of the Corporation’s original Certificate of Designation was February
28, 1997.



     4. The following resolutions were adopted by the Corporation’s Board of Directors at a
telephonic meeting of the Board on April 11, 2002, pursuant to the authority vested in the Board of
Directors, and that said resolutions are still in full force and effect:



     RESOLVED FURTHER, that the number of shares of Series A Junior Participating Preferred Stock
set forth in the Corporation’s Certificate of Designation filed on February 28, 1997 be increased
from 60,000 to 200,000.



     5. No shares of the Corporation’s Series A Junior Participating Preferred Stock have been
issued.



     6. Pursuant to these resolutions, the number of shares of Preferred Stock designated as
“Series A Junior Participating Preferred Stock” is Two Hundred Thousand (200,000) shares.



     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed as of the 9th
day of May, 2002.



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	V. Gordon Clemons 	 
	 	 	Title:  	Chief Executive Officer and President 	 



-42-









 





EXHIBIT A-3




CORVEL CORPORATION




CERTIFICATE OF DESIGNATION INCREASING THE NUMBER OF SHARES OF 

SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK OF CORVEL 
CORPORATION




Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware 




     CorVel Corporation, a corporation organized and existing under the General Corporation Law of
the State of Delaware (the “Corporation”), by its Chief Executive Officer, President and Chief
Operating Officer, DOES HEREBY CERTIFY AS FOLLOWS:



     1. The name of the corporation is CorVel Corporation (the “Corporation”).



     2. The date of filing of the Corporation’s original Certificate of Incorporation was May 16,
1991.



     3. The date of filing of the Corporation’s Amended and Restated Certificate of Incorporation
was August 7, 2007.



     4. The following resolutions were adopted by the Corporation’s Board of Directors at a
meeting of the Board on October 30, 2008, pursuant to the authority vested in the Board of
Directors, and that said resolutions are still in full force and effect:



     RESOLVED FURTHER, that the number of shares of Series A Junior Participating Preferred Stock
set forth in the Corporation’s Amended and Restated Certificate of Incorporation filed on August 7,
2007, be increased from 200,000 to 300,000.



     5. No shares of the Corporation’s Series A Junior Participating Preferred Stock have been
issued.



     6. Pursuant to these resolutions, the number of shares of Preferred Stock designated as
“Series A Junior Participating Preferred Stock” is Three Hundred Thousand (300,000) shares.



     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed as of the 17th
day of November, 2008.



	 	 	 	 	 	 	 
	 	 	CORVEL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Daniel J. Starck
 

Daniel J. Starck 

Chief Executive Officer, President and

Chief Operating Officer
	 	 



















 






	 	 	 	 	 



EXHIBIT B




FORM OF RIGHT CERTIFICATE, AS AMENDED




Certificate No. R-            Rights





     NOT EXERCISABLE AFTER FEBRUARY 10, 2022 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE
RIGHTS ARE SUBJECT TO REDEMPTION AT THE OPTION OF THE COMPANY AT $0.01 PER RIGHT AND TO EXCHANGE ON
THE TERMS SET FORTH IN THE SECOND AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT. UNDER
CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR
ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHT
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 RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN
THE CIRCUMSTANCES SPECIFIED IN SUCH AGREEMENT.]*



Right Certificate




CORVEL 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 Second Amended and Restated Preferred Shares Rights Agreement, dated as of
November 17, 2008 (the “Rights Agreement”), between CorVel Corporation, a Delaware corporation (the
“Company”), and Computershare Trust Company, N.A. , as successor rights agent to U.S. Stock
Transfer Corporation (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., Irvine,
California time, on February 10, 2022, at the principal office of the Rights Agent designated for
such purpose, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid
non-assessable share of Series A Junior Participating Preferred Stock, par value $0.0001 per share
(the “Preferred Shares”) of the Company, at a purchase price of $118 per one one-hundredth of a
Preferred Share (the “Purchase Price”), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of one one-hundredths of 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 November 17, 2008,





 




			
	*	 	The portion of the legend in brackets shall be inserted only if applicable and shall replace
the preceding sentence.




-44-









 









based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the
Purchase Price and the number of one one-hundredths of a Preferred Share which may be purchased
upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.




     This Right 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 Right Certificates. Copies of the Rights Agreement are on
file at the principal executive offices of the Company and the principal office of the Rights
Agent.



     This Right Certificate, with or without other Right Certificates, upon surrender at the
principal office of the Rights Agent, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate
shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another
Right Certificate or Right 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 its option, at a redemption price of $0.01 per Right or (ii)
may be exchanged by the Company in whole or in part for Preferred Shares, shares of the Company’s
Common Stock, or substantially equivalent rights or other consideration as determined by the
Company.



     No fractional Preferred Shares will be issued upon the exercise of any Right or Rights
evidenced hereby (other than fractions which are integral multiples of one one-hundredth of 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 Right Certificate, as such, shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of the 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 Right or Rights evidenced by this Right Certificate shall have been exercised as provided
in the Rights Agreement.



     This Right Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.



 









 





     WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as
of                     , 200     .



[SEAL]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	CORVEL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Its:	 	Chief Financial Officer
	 	 	 	 	 	Its:	 	Chief
Executive Officer,
President and Chief
Operating Officer
	 	 








Countersigned:




	 	 	 	 	 
	COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENT

 	 	 
	By:  	 	 	 
	 	Authorized signature 	 	 
	 	 	 	 
	 
	Its:  	
 	 	 
	 	Title 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



(Form of Reverse side of Right Certificate)




FORM OF ASSIGNMENT




(To be executed by the registered holder if such holder desires to transfer the Right Certificate)





     FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Right Certificate, together
with all right, title and interest therein, and does hereby irrevocably constitute and appoint
Attorney, to transfer the within Right Certificate on the books of the within-named Company, with
full power of substitution.



	 	 	 	 	 	 	 
	Dated:  	 	  	  	 	 
	 	 	 	 	Signature 	 
	 


Signature Guaranteed:





     Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible
institution participating in a recognized signature guarantee medallion program.



CERTIFICATION




     The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement).



	 	 	 	 	 	 	 
	Dated:  	 	  	  	 	 
	 	 	 	 	Signature 	 
	 	 	 	 
	 






-47-









 






(Form of Reverse side of Right Certificate — continued)




FORM OF ELECTION TO PURCHASE




(To be executed if holder desires to exercise the Right Certificate.)



To CORVEL CORPORATION:




     The undersigned hereby irrevocably elects to exercise                      Rights represented by
this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights
and requests that certificates for such Preferred Shares be issued in the name of: Please insert
social security or other identifying number:                     .



     (Please print name and address)



     If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a
new Right Certificate for the balance remaining of such Rights shall be registered in the name of
and delivered to: Please insert social security or other identifying number:                     .



	 	 	 	 	 	 	 
	Dated:  	 	  	  	 	 
	 	 	 	 	Signature 	 
	 




Signature Guaranteed:




     Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible
institution participating in a recognized signature guarantee medallion program.



CERTIFICATION




     The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement).



	 	 	 	 	 	 	 
	Dated:  	 	  	  	 	 
	 	 	 	 	Signature 	 
	 




NOTICE




     The signature in the foregoing Forms of Assignment and Election to Purchase must conform to
the name as written upon the face of this Right Certificate in every particular, without alteration
or enlargement or any change whatsoever. 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 Right
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.



-48-









 





EXHIBIT C




CORVEL CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES, AS AMENDED




     The Board of Directors of CorVel Corporation (the “Company”) heretofore declared a dividend of
one preferred share purchase right (a “Right”) for each share of Common Stock, par value $0.0001
per share (the “Common Shares”), of the Company outstanding as of the close of business on February
28, 1997 (the “Record Date”). On April 11, 2002, the Board of Directors determined that it was in
the best interests of the Company and its stockholders to make certain modifications to the terms
and conditions of the Rights. Subsequently, on October 30, 2008, the Board of Directors determined
that it was in the best interests of the Company and its stockholders to make further modifications
to the terms and conditions of the Rights. The description and terms of the Rights are set forth in
a Second Amended and Restated Preferred Shares Rights Agreement dated as of November 17, 2008 (the
“Rights Agreement”) between the Company and Computershare Trust Company, N.A., as successor rights
agent to U.S. Stock Transfer Corporation, as Rights Agent (the “Rights Agent”) and are summarized
below.



     Each Right entitles the registered holder to purchase from the Company one one-hundredth of a
share of Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Preferred
Shares”), of the Company at a price of $118 per one one-hundredth of a Preferred Share (the
“Purchase Price”), subject to adjustment.



     Until the earlier to occur of (i) 10 days following the date of public announcement by the
Company or an Acquiring Person that any person or group of affiliated or associated persons have
become an Acquiring Person, (ii) 10 business days (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 (as
such term is defined below)) 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 by a person or group of associated persons of 15% or more of the Company’s outstanding
Common Shares, or (iii) 10 days following the date on which a majority of the Board of Directors,
in good faith, informs the Company by written notice of the existence of an Acquiring Person (the
earliest of such dates being called the “Distribution Date”), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of this Summary of Rights attached thereto.



     “Acquiring Person” shall mean any person who or which, together with all affiliates and
associates of such person is the Beneficial Owner of 15% or more of the Common Shares of the
Company then outstanding, but shall not include (i) the Company, any subsidiary of the Company, any
employee benefit plan of the Company or any Subsidiary of the Company, or any person holding Common
Shares for or pursuant to the terms of any such plan, (ii) Corstar Holdings, Inc., a Minnesota
corporation, together with all Affiliates and Associates (collectively, “Corstar”), but only to the
extent that Corstar shall beneficially own no more than 33% of the Common Shares of the Company
then outstanding; or (iii) any person, together with all affiliates and associates of such person,
who or which would be an Acquiring Person solely by reason of



-49-









 







(A) being the beneficial owner of Common Shares, the beneficial ownership of which was
acquired by such person (and the affiliates and associates of such person) pursuant to any action
or transaction, or series of related actions or transactions, approved by the Board of Directors
prior to the earlier to occur of (1) the Distribution Date or (2) any exchange made pursuant to the
Rights Agreement, or (B), a reduction in the number of issued and outstanding Common Shares
pursuant to a transaction or series of related transactions approved by the Board of Directors;
provided further that in the event that such person described in clause (iii) above does not become
an Acquiring Person by reason of clause (A) or (B), such person nonetheless shall become an
Acquiring Person in the event such person, together with all affiliates and associates of such
person, thereafter acquires beneficial ownership of any additional Common Shares unless the
acquisition of such beneficial ownership would not result in such person becoming an Acquiring
Person by reason of subclause (A) or (B) of clause (iii) above. Notwithstanding the foregoing, if
the Board of Directors determines in good faith that a person who would otherwise be an Acquiring
Person is eligible to file and did file a Schedule 13G and such person divests (and/or causes such
person’s affiliates and/or associates to divest) as promptly as practicable a sufficient number of
Common Shares so that such person would no longer be an Acquiring Person as defined pursuant to the
foregoing provisions, then such person shall not be deemed to be an “Acquiring Person” for purposes
of the Rights Agreement.



     The Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred only with the Common Shares. 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 notation 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 thereto,
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 (“Right 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 Right Certificates
alone will evidence the Rights.



     The Rights are not exercisable until the Distribution Date. The Rights will expire on February
10, 2022 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as described below.



     The Purchase Price payable, and the number of Preferred Shares or other securities or property
issuable upon exercise of, or in exchange for, the Rights are subject to adjustment from time to
time to prevent dilution in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares. The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution Date.



 









 





     Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each
Preferred Share will be entitled to receive on the last day of March, June, September and December
an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 in cash or (ii)
an aggregate dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to receive an amount per share
equal to the greater of (i) $100 per share or (ii) an aggregate payment of 100 times the payment
made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by customary antidilution provisions.



     Because of the nature of the Preferred Shares’ dividend, liquidation and voting rights, the
value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.



     In the event that, after the Rights become exercisable, the Company is acquired in a merger or
other business combination transaction with any person or an affiliate thereof, or 50% or more of
its consolidated assets or earning power are sold to any person or an affiliate thereof, proper
provision will be made so that each holder of a Right will thereafter have the right to receive,
upon exercise thereof at the then current Purchase Price of the Right, that number of shares of
common stock of the acquiring company which at the time of such transaction will have a market
value of two times the Purchase Price of the Right.



     In the event that any person or group of affiliated or associated persons becomes an Acquiring
Person, proper provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have
the right to receive upon exercise that number of Common Shares of the Company (or cash, other
securities or property) having a market value of two times the Purchase Price of the Right. At any
time after a person or group of affiliated or associated persons becomes an Acquiring Person, the
Company may exchange the Rights (other than Rights owned by such person or group which have become
void), in whole or in part for Common Shares, Preferred Shares or other consideration (or fractions
or combinations thereof), at an exchange ratio of one Common Share per Right (subject to
adjustment).



     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 one-hundredth 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 the earliest of (i) the expiration of 10 business days following the
Shares Acquisition Date (as such term is defined in the Rights Agreement) (or such later publicly
announced date determined by the affirmative vote of a majority of the Board of Directors) or (ii)
the Final Expiration Date, the Company may redeem the Rights in whole, but not in part, at a price
of $0.01 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. The Rights are also redeemable under other circumstances as specified in the
Rights Agreement.



     The terms of the Rights may be amended by the Board of Directors without the consent of the
holders of the Rights, including an amendment to lower certain thresholds. From and after such time
as any person becomes an Acquiring Person, no such amendment may adversely affect the interests of
the holders of the Rights.



     Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder
of the Company, including, without limitation, no right to vote or to receive dividends.



     A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as
an exhibit to an amendment to a Registration Statement on Form 8-A. A copy of the Rights Agreement
is available to holders of a Common Share 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.