Third Amendment to Rights Agreement dated 5/14/04



 EXHIBIT 4.1 
  

THIRD AMENDMENT TO RIGHTS AGREEMENT 
  
 This THIRD AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), adopted by the board of directors of Health Net, Inc., a Delaware corporation
(f/k/a Foundation Health Systems, Inc. f/k/a Health Systems International, Inc.) (the “Company”), on May 14, 2004 and dated as of May 14, 2004, is by and among the Company and Computershare Investor Services, L.L.C., a Delaware limited
liability company (“Computershare”). Capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Rights Agreement (as defined below). 
  
 Recitals 
  
 WHEREAS, the Company and Computershare are parties to a Rights Agreement dated as of June 1, 1996 and amended as of October 1, 1996 and May 3, 2001 (as so
amended, the “Rights Agreement”); and 
  
 WHEREAS,
effective May 13, 2004, the Company amended and restated its certificate of incorporation to eliminate the Company’s Class B Convertible Common Stock, $.001 par value per share, and to refer to the single remaining class of the Company’s
common stock as “Common Stock” rather than “Class A Common Stock”; and 
  
 WHEREAS, the Board of Directors of the Company has approved changes to the Rights Agreement to reflect the elimination of the Company’s Class B Convertible Common Stock, $.001 par value per share; and 

 
 WHEREAS, the Board of Directors of the Company has approved certain
changes to the definition of the term “Acquiring Person” in the Rights Agreement to permit a Passive Institutional Investor (as defined in the Rights Agreement) to be or become the beneficial owner of shares representing less than 20% of
the shares of the Company’s Common Stock (as defined in the Rights Agreement) then outstanding without becoming an Acquiring Person; and 
  
 WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as
set forth herein is necessary and desirable, and the Company and the other parties hereto desire to evidence such amendment in writing. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 







 1. AMENDMENT OF RECITALS. The recitals of the Rights Agreement are hereby amended by
deleting the first recital and inserting in lieu thereof the following: 
  
 WHEREAS, on May 20, 1996 (the “Rights Dividend Declaration Date”), the Board of Directors of the Company authorized and declared a dividend distribution of one Right for each share of Class A common stock,
par value $.001 per share, of the Company and Class B common stock, par value $.001 per share of the Company (the “Class B Common Stock”) outstanding at the close of business on July 31, 1996 (the “Record Date”), and authorized
the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each share of Common Stock and Class B Common Stock of the Company issued between the Record Date (whether originally
issued or delivered from the Company’s treasury) and the Distribution Date, each Right initially representing the right to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, upon the terms
and subject to the conditions set forth in the Agreement (the “Rights”). 
  
 2. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights Agreement is hereby amended by deleting such section and inserting in lieu
thereof the following: 
  
 “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 shares of Common Stock then outstanding, but shall not include (i) the Company; (ii) any Subsidiary of the
Company; (iii) any employee benefit plan of the Company or of any Subsidiary of the Company; (iv) any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan; (v) any Passive Institutional Investor who
or which is the Beneficial Owner of less than 20% of the shares of Common Stock then outstanding; or (vi) any such Person who or which has reported or is required to report such ownership (but less than 25% of the shares of Common Stock then
outstanding) on Schedule 13G under the Exchange Act (as defined below) (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or
reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the disposition of the Common Stock) and, within 10 Business Days of being








 requested by the Company to advise it regarding the same, certifies to the Company that such Person
acquired shares of Common Stock in excess of 14.9% (or, if such Person is a Passive Institutional Investor, 19.9%) of the shares of Common Stock then outstanding inadvertently or without knowledge of the terms of the Rights and who or which,
together with all Affiliates and Associates, thereafter does not acquire additional shares of Common Stock while the Beneficial Owner of 15% or more (or, in the case of a Passive Institutional Investor, 20% or more) of the shares of Common Stock
then outstanding; provided, however, that if the Person requested to so certify fails to do so within 10 Business Days, then such Person shall become an Acquiring Person immediately after such 10 Business Day period. Notwithstanding the foregoing,
no Person shall become an “Acquiring Person” solely as the result of (i) an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by
a Person to 15% or more (or, in the case of a Passive Institutional Investor, 20% or more) of the shares of Common Stock then outstanding as determined above or (ii) the acquisition by such Person of newly-issued Common Stock directly from the
Company (it being understood that a purchase from an underwriter or other intermediary is not directly from the Company); provided, however, that if a Person becomes the Beneficial Owner of 15% or more (or, in the case of a Passive Institutional
Investor, 20% or more) of the shares of Common Stock then outstanding (as determined above) solely by reason of purchases of Common Stock by the Company or the receipt of newly-issued Common Stock directly from the Company and shall, after such
purchases or direct issuance by the Company, become the Beneficial Owner of any additional shares of Common Stock by any means whatsoever, then such Person shall be deemed to be an “Acquiring Person”; provided further, however, that any
transferee from such Person who or which becomes the Beneficial Owner of 15% or more (or, if such transferee is a Passive Institutional Investor, 20% or more) of the shares of Common Stock then outstanding shall nevertheless be deemed to be an
“Acquiring Person.” The Common Stock issued to and received by stockholders of Foundation Health Corporation (“FHC”) pursuant to the Agreement and Plan of Merger, dated October 1, 1996 (the “Merger Agreement”), among
the Company, FH Acquisition Corp. and FHC shall be deemed to have been acquired directly from the Company as contemplated by clause (ii) of the second sentence of this Section 1(a) and shall be subject to all other terms of this Section 1(a).

  

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 3. AMENDMENT OF SECTION 1(g). Section 1(a) of the Rights Agreement is hereby amended by
deleting such section and inserting in lieu thereof the following: 
  
 “Common Stock” shall mean the Common Stock, $.001 par value per share, of the Company, except that “Common Stock” when used with reference to any Person other than the Company shall mean the capital stock of such Person
with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management, of such Person. 
  
 4. REPLACEMENT OF EXHIBIT A. Exhibit A to the Rights Agreement is hereby amended by deleting such exhibit and inserting in lieu thereof
Exhibit A hereto. 
  
 5. ELIMINATION OF
REFERENCES TO CLASS B COMMON STOCK. The Rights Agreement is hereby amended such that all references therein (other than any such references in the recitals thereto) to “Common Stock and Class B Common Stock,” “Common Stock or Class B
Common Stock” and “Common Stock, Class B Common Stock” are to “Common Stock” only. 
  
 6. EFFECTIVENESS. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. Except as
amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 
  
 7. GOVERNING LAW. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State. 
  

8. MISCELLANEOUS. 
  
 (a) This Amendment may be executed in any number of counterparts, 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. 
  

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 (b) If any provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired
or invalidated. 
  
 [Signature page follows.] 
  
  

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 EXECUTED under seal as of the date first set forth above. 
  

											
	 Attest:
	 	 	 	 	 	 HEALTH NET, INC.

				
	 /s/    Angelee
Fox        

	 	 	 	 By:
	 	 /s/    B. Curtis
Westen        


	Name:	 	Angelee Fox	 	 	 	 	 	Name:	 	B. Curtis Westen
	Title:	 	VP & Assistant General Counsel	 	 	 	 	 	Title:	 	Senior VP, General Counsel & Secretary
				
	 Attest:
	 	 	 	 	 	 COMPUTERSHARE INVESTOR SERVICES, L.L.C.

				
	  
 /s/    Dennis Sneyers        

	 	 	 	By:	 	 /s/    Cynthia
Nisley        


	 Name:
	 	 Dennis Sneyers
	 	 	 	Name:	 	Cynthia Nisley
	 Title:
	 	 Relationship Manager
	 	 	 	Title:	 	Director, Relationship Management








 EXHIBIT A 
  
 In this Exhibit A, the “Corporation” refers to Health Net, Inc., a Delaware corporation (f/k/a Health Systems International, Inc. f/k/a Foundation Health
Systems, Inc.); “Common Stock” refers to the Common Stock, $.001 par value per share, of the Corporation; and “Preferred Stock” refers to the Preferred Stock, $.001 par value per share, of the Corporation. 
  
 SERIES A PARTICIPATING PREFERRED STOCK 
  
 (1) Designation and Amount. The shares of a series of
Preferred Stock shall be designated as “Series A Junior Participating Preferred Stock” and the number of shares constituting such series shall be 200,000. The par value of the Series A Junior Participating Preferred Stock shall be $.001
per share. 
  
 (2) Dividends and
Distributions. 
  
 (a) Subject to the prior
and superior rights of the holders of any shares of any series of Preferred Stock, if any, issued from time to time ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of
shares of Series A Junior Participating Preferred 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 fifteenth day of
January, April, July and October in each year (each such date being referred to herein as a “Quarterly 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 Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (x) $1.00 or (y) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share
amount of all cash dividends, and 1,000 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 Junior Participating Preferred Stock. In the event the Corporation shall at any time after July 31, 1996 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event under clause (y) 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. 







 (b) The Corporation shall declare a dividend or distribution on the Series A Junior
Participating Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period between any Quarterly Divided Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share as such amount may be adjusted pursuant to
the last sentence of the preceding paragraph on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. 
  
 (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, 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 Junior Participating 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 Junior Participating 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 Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof. 
  
 (3) Voting Rights. The holders of shares of Series A
Junior Participating Preferred Stock shall have the following voting rights: 
  
 (a) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 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 Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating 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. 
  

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 (b) Except as otherwise provided herein or by law, the holders of shares of Series A
Junior Participating Preferred Stock and the holders of shares of the Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. 
  
 (c) (i) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in
an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for
all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default
period, all holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect two (2) Directors. 
  
 (ii) During any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 2(B)(3)(c) or at any
annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized
number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the
exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to
elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special
meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders
of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock
as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred Stock. 
  

(iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of
a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice-President or the Secretary of the 
  

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 Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are
entitled to vote pursuant to this paragraph (c)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be
called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any
stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (c)(iii), no such special meeting shall be called
during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. 
  
 (iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to
be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (c)(ii) of this
Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this paragraph (c) to Directors elected by
the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. 
  
 (v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as
a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Certificate of
Incorporation or by-laws irrespective of any increase made pursuant to the provisions of paragraph (x)(ii) of this Section 2(B)(3) (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of
Incorporation or by-laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. 
  
 (d) Except as set forth herein, holders of Series A Junior
Participating 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 the Corporation’s Common Stock as set forth herein) for taking any
corporate action. 
  
 (4) Certain
Restrictions. 
  
 (a) Whenever quarterly
dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2(B)(2) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not

  

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 declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in
full, the Corporation shall not 
  
 (i) declare
or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior
Participating Preferred Stock; 
  
 (ii) declare
or pay dividends on 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 Junior Participating Preferred Stock, except dividends paid
ratably on the Series A Junior Participating 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 on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity 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 Junior Participating Preferred Stock; or

  
 (iv) purchase or otherwise acquire for
consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating 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. 
  
 (b) 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 2(B)(4), purchase or otherwise acquire such shares at such time and in such manner. 
  
 (5) Reacquired Shares. Any shares of Series A Junior Participating 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 to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. 
  

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 (6) Liquidation, Dissolution or Winding Up. 
  
 (a) Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating
Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000
(as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”).
Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A
Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock
and Common Stock, on a per share basis, respectively. 
  
 (b) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there
are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. 
  
 (c) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying such Adjustment 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. 
  
 (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, 
  

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 then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time
be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, 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
Junior Participating 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. 
  
 (8) No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable. 
  
 (9) Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s
Preferred Stock which may be issued from time to time as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. 
  
 (10) Amendment. The Restated 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 Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or
more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class. 
  
 (11) Fractional Shares. Series A Junior Participating 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 Junior Participating Preferred Stock.

  

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