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Distribution
and Transfer of Rights;
Distribution
Date:
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The
rights will separate from the common stock and become exercisable after
(1) the 10th day after public announcement that a person or group has
acquired ownership of 15% or more of the company's common stock or (2) the
10th business day (or such later date as determined by the company’s board
of directors) after a person or group announces a tender or exchange offer
which would result in that person or group holding 15% or more of the
company's common stock.
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Preferred
Stock Purchaseable Upon Exercise of Rights:
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On
the Distribution Date, each holder of a right will be entitled to purchase
for U.S. $100 (the “Exercise Price”) a fraction (1/1000th) of one share of
the company’s preferred stock which has similar economic terms as one
share of common stock.
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Flip-in:
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If
an acquiring person (an “Acquiring Person”) acquires more than 15% of the
company's common stock then each holder of a right (except that acquiring
person) will be entitled to buy at the Exercise Price, a number of shares
of the company's common stock which has a market value of twice the
Exercise Price.
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Flip-over:
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If
after an Acquiring Person acquires more than 15% of the company's common
stock, the company merges into another company (either as the surviving
corporation or as the disappearing entity) or the company sells more than
50% of its assets or earning power, then each holder of a right (except
for those owned by the acquirer) will be entitled to purchase at the
Exercise Price, a number of shares of common stock of the surviving entity
which has a then current market value of twice the Exercise
Price.
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Exchange
Provision:
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Any
time after the date an Acquiring Person obtains more than 15% of the
company's common stock and before that Acquiring Person acquires more than
50% of the company's outstanding common stock, the company may exchange
each right owned by all other rights holders, in whole or in part, for one
share of the company's common stock.
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Redemption
of Rights:
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The
company can redeem the rights at any time prior to a public announcement
that a person has acquired ownership of 15% or more of the company's
common stock.
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Expiration
of Rights:
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The
rights expire on the earliest of (1) February 21, 2015 or (2) the exchange
or redemption of the rights as described above.
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Amendment
of Terms of Rights:
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The
terms of the rights and the Stockholders Rights Plan may be amended
without the consent of the rights holders at any time on or prior to the
Distribution Date. After the Distribution Date, the terms of
the rights and the Stockholders rights Plan may be amended to make
changes, which do not adversely affect the rights of the rights holders
(other than the Acquiring Person).
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Voting
Rights:
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The
rights will not have any voting rights.
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Anti-dilution
Provisions:
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The
rights will have the benefit of certain customary anti-dilution
protections
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Dated: October
7, 2008
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By:
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/s/ Anastassis
Margaronis
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Anastassis
Margaronis
President
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