Other
Matters
As
of the date of this Proxy Statement, the Board does not know of any matters to be presented at the 2021 annual meeting other than
those specifically set forth above. If other matters should properly come before the annual meeting or any adjournment thereof,
including stockholder proposals that have been excluded pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, the
persons named as proxies intend to vote the shares represented by them in accordance with their best judgment with respect to
such matters.
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By
order of the Board of Directors,
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Senior
Vice President, General Counsel, Chief Compliance
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Officer
and Corporate Secretary
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Bethesda,
Maryland
April
[__], 2021
Appendix
A
EXECUTION
COPY
SECTION
382 RIGHTS AGREEMENT
dated
as of April 6, 2016
among
CENTRUS
ENERGY CORP.,
COMPUTERSHARE
TRUST COMPANY, N.A.,
and
COMPUTERSHARE
INC.
as
Rights Agent
TABLE
OF CONTENTS
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SECTION 1. Certain Definitions
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1
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SECTION 2. Appointment of Rights Agent
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11
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SECTION 3. Issue of Rights and Right Certificates
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11
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SECTION 4. Form of Right Certificates
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14
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SECTION 5. Execution, Countersignature and Registration
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14
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SECTION 6. Transfer, Split-Up, Combination and
Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Uncertificated Rights
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15
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SECTION 7. Exercise of Rights; Expiration Date of Rights
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15
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SECTION 8. Cancellation and Destruction of Right Certificates
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17
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SECTION 9. Reservation and Availability of Preferred Shares
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17
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SECTION 10. Preferred Shares Record Date
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18
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SECTION 11. Adjustments in Rights After There Is an Acquiring Person; Exchange of Rights for Shares; Business Combinations
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19
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SECTION 12. Certain Adjustments
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24
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SECTION 13. Certificate of Adjustment
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25
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SECTION 14. Additional Covenants
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25
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SECTION 15. Fractional Rights and Fractional Shares
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26
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SECTION 16. Rights of Action
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27
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SECTION 17. Transfer and Ownership of Rights and Right Certificates
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27
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SECTION 18. Right Certificate Holder Not Deemed a Stockholder
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28
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SECTION 19. Concerning the Rights Agent
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28
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SECTION 20. Merger or Consolidation or Change of Name of Rights Agent
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28
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SECTION 21. Duties of Rights Agent
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29
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SECTION 22. Change of Rights Agent
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32
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SECTION 23. Issuance of Additional Rights and Right Certificates
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33
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SECTION 24. Redemption and Termination
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33
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SECTION 25. Notices
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34
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SECTION 26. Supplements and Amendments
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35
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SECTION 27. Successors
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35
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SECTION 28. Benefits of Rights Agreement; Determinations and Actions by the Board, etc
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35
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SECTION 29. Severability
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36
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SECTION 30. Governing Law
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36
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SECTION 31. Counterparts; Effectiveness
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37
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SECTION 32. Descriptive Headings
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37
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SECTION 33. Force Majeure
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37
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SECTION 34. Process to Seek Exemption
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37
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SECTION 35. Tax Benefits Review
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38
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SECTION 36. Bank Account(s)
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38
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SECTION 37. Confidentiality
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38
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SECTION 38. Customer Identification Program
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38
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Exhibits
A Certificate
of Designation
B Form
of Right Certificate
C Summary
of Rights
SECTION
382 RIGHTS AGREEMENT dated as of April 6, 2016 (the “Rights Agreement ”), among CENTRUS ENERGY CORP., a Delaware corporation
(the “ Company ”), COMPUTERSHARE INC., a Delaware limited liability company (“ Computershare ”) and COMPUTERSHARE
TRUST COMPANY, N.A., a federally chartered trust company (together with Computershare (the “ Rights Agent ”).
WHEREAS,
the Company has generated NOLs and other Tax Benefits (as such terms are hereinafter defined) for United States Federal income
tax purposes; and such NOLs and other Tax Benefits may potentially provide valuable tax benefits to the Company; the Company desires
to avoid an “ownership change” within the meaning of Section 382 and the Treasury Regulations (as such terms are hereinafter
defined) promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and other Tax Benefits; and, in furtherance
of such objective, the Company desires to enter into this Rights Agreement; and
WHEREAS,
the Board of Directors of the Company (the “Board”) has authorized and declared a dividend of one Right (as hereinafter
defined) for each share of (i) Class A Common Stock, par value $0.10 per share, of the Company (the “ Common Stock ”)
and (ii) Class B Common Stock, par value $0.10 per share, of the Company (the “ Class B Common Stock ”), in each case
outstanding at the Close of Business (as hereinafter defined) on April 6, 2016 (the “ Record Date ”), and has authorized
the issuance of one Right (as such number may hereafter be adjusted pursuant to the provisions of this Rights Agreement) with
respect to each share of Common Stock and Class B Common Stock that shall become outstanding (whether originally issued or delivered
from the Company’s treasury) between the Record Date and the earliest of the Distribution Date, the Redemption Date or the
Expiration Date (as such terms are hereinafter defined); provided , however , that Rights may be issued with respect to shares
of Common Stock and Class B Common Stock that shall become outstanding after the Distribution Date (whether originally issued
or delivered from the Company’s treasury) and prior to the earlier of the Redemption Date or the Expiration Date only in
accordance with the provisions of Section 23. Each Right shall initially represent the right to purchase one one-thousandth
(1/1,000th) of a share of Series A Participating Cumulative Preferred Stock, par value $1.00 per share, of the Company (the “
Preferred Shares ”), having the powers, rights and preferences set forth in the Certificate of Designation attached hereto
as Exhibit A.
NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
SECTION
1. Certain Definitions. For purposes of this Rights Agreement, the following terms have the meanings indicated:
“Acquiring
Person” shall mean any Person who or which, alone or together with all Affiliates and Associates of such Person, shall
be the Beneficial Owner of 4.99% or more of the Common Shares then outstanding, but not including (a) the Company, any
Subsidiary of the Company, any employee benefit or compensation plan of the Company or of any of its Subsidiaries or any
Person organized, appointed or established by the Company and holding Common Shares for or pursuant to the terms of any such
employee benefit or compensation plan, (b) any Grandfathered Person, unless such Grandfathered Person becomes the Beneficial
Owner of a percentage of Common Shares then outstanding exceeding such Grandfathered Person’s Grandfathered Percentage
by 0.5% or more of the outstanding Common Shares or (c) any Exempt Person; provided , however , that no Person who or which,
alone or together with all Affiliates and Associates of such Person, has become and is the Beneficial Owner of 4.99% or more
(or in the case of a Grandfathered Person, has exceeded and is exceeding such Grandfathered Person’s Grandfathered
Percentage by 0.5% or more) of the Common Shares at the time outstanding, will be deemed to have become an Acquiring Person
solely as the result of (i) a change in the aggregate number of Common Shares outstanding since the last date on which such
Person acquired Beneficial Ownership of any Common Shares, including pursuant to a dividend or distribution of shares by the
Company made on a pro rata basis to all holders of Common Shares or the issuance of shares by the Company pursuant to a split
or subdivision of the outstanding Common Shares; (ii) equity compensation awards granted to such Person by the Company or as
a result of an adjustment to the number of Common Shares represented by such equity compensation award pursuant to the terms
thereof, unless and until such time, in the case of clause (i) and clause (ii), as such Person or one or more of its
Affiliates or Associates thereafter acquires Beneficial Ownership of one additional Common Share (other than any Common
Shares acquired as described in clause (i) or (ii) above); or (iii) the acquisition by such Person or one or more of its
Affiliates or Associates of Beneficial Ownership of additional Common Shares if the Board determines that such acquisition
was made in good faith without the knowledge by such Person or one or more of its Affiliates or Associates that such Person
would thereby become an Acquiring Person (including because (A) such Person was unaware that it Beneficially Owned a
percentage of then-outstanding Common Shares that would otherwise cause such Person, together with all Affiliates
and Associates of such Person, to become an “Acquiring Person” or (B) such Person was aware of the extent of its
Beneficial Ownership but was unaware of the consequences of such Beneficial Ownership under this Rights Agreement), which
determination of the Board shall be conclusive and binding on such Person, the Rights Agent, the holders of the Rights and
all other Persons.
Notwithstanding
clause (iii) of the proviso in the prior sentence, unless the Board determines pursuant to the definition of “Exempt Person”
that an Inadvertent Acquiror is an Exempt Person, if any Person that is not an Acquiring Person due to such clause (iii) does
not reduce its, together with all of its Affiliates’ and Associates’, percentage of Beneficial Ownership of Common
Shares to less than 4.99% (or in the case of a Grandfathered Person, to less than 0.5% in excess of its Grandfathered Percentage)
by the Close of Business on the tenth calendar day after notice from the Company (the date of notice being the first day) that
such Person’s Beneficial Ownership of Common Shares would make it an Acquiring Person, such Person shall, at the end of
such ten calendar day period, become an Acquiring Person (and such clause (iii) shall no longer apply to such Person). If any
Person that is not an Acquiring Person due to such clause (iii) and the requirements of the prior sentence shall again become
the Beneficial Owner of 4.99% or more (or in the case of a Grandfathered Person, a percentage of Common Shares then outstanding
exceeding such Grandfathered Person’s Grandfathered Percentage by 0.5% or more) of the Common Shares then outstanding, such
Person shall be deemed an “Acquiring Person”, subject to the exceptions set forth in this definition.
Notwithstanding
the foregoing, no Person shall become an “Acquiring Person” solely as a result of an Exempt Transaction.
Notwithstanding
the foregoing, no Person shall become an “Acquiring Person” solely as the result of an acquisition of Common
Shares by the Company which, by reducing the number of Common Shares outstanding, increases the proportion of the Common
Shares beneficially owned by such Person to 4.99% or more (or in the case of a Grandfathered Person, has exceeded and is
exceeding such Grandfathered Person’s Grandfathered Percentage by 0.5% or more) of the Common Shares at the time
outstanding unless and until such time as such Person or one or more of its Affiliates or Associates thereafter acquires
Beneficial Ownership of one additional Common Share unless, upon becoming the Beneficial Owner of such additional Common
Share, such Person is not then the Beneficial Owner of 4.99% or more (or in the case of a Grandfathered Person, of a
percentage of Common Shares then outstanding exceeding such Grandfathered Person’s Grandfathered Percentage by 0.5% or
more) of the Common Shares at the time outstanding.
“Affiliate”
and “Associate”, when used with reference to any Person, shall have the respective meanings ascribed to such terms
in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Rights Agreement,
and to the extent not included within the foregoing, shall also include, with respect to any Person, any other Person whose Common
Shares would be deemed to be constructively owned by such first Person, owned by a single “entity” as defined in Section
1.382-3(a)(1) of the Treasury Regulations, or otherwise aggregated with shares owned by such first Person, pursuant to the provisions
of the Code, or any successor or replacement provision, and the Treasury Regulations promulgated thereunder.
A
Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “ beneficially own ”, and shall
be deemed to have “ Beneficial Ownership ” of, any securities:
(a)
which such Person or any of such Person’s Affiliates or Associates is deemed to “ beneficially own ” within
the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this
Rights Agreement; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, or to
have Beneficial Ownership of, any Common Shares by virtue of owning securities or other interests (including rights, options
or warrants) that are convertible or exchangeable into, or exercisable for, such Common Shares, except to the extent that
upon the acquisition or transfer of such securities or other interests, such securities or other interests would be treated
as exercised under Section 1.382-4(d) or other applicable sections of the Treasury Regulations;
(b)
which such Person or any of such Person’s Affiliates or Associates has, directly or indirectly: (i) the legal,
equitable or contractual right or obligation to acquire (whether such right is exercisable or such obligation is required to
be performed immediately or only after the passage of time, compliance with regulatory requirements, fulfillment of a
condition or otherwise, or whether within the control of such Person) pursuant to any agreement, arrangement or understanding
(written or oral), or upon the exercise of conversion rights, exchange rights, other rights (other than the Rights), warrants
or options, or otherwise; provided , however , that a Person shall not be deemed under this clause (i) to be the
Beneficial Owner of, or to beneficially own, or to have Beneficial Ownership of, (A) any Common Shares by virtue of owning
securities or other interests (including rights, options or warrants) that are convertible or exchangeable into, or
exercisable for, such Common Shares, except to the extent that upon the acquisition or transfer of such securities or other
interests, such securities or other interests would be treated as exercised under Section 1.382-4(d) or other applicable
sections of the Treasury Regulations or (B) any 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 thereunder or cease to be subject to withdrawal by the tendering security holder; or (ii) the right to
vote or dispose of, including pursuant to any agreement, arrangement or understanding (written or oral); provided , however ,
that a Person shall not be deemed under this clause (ii) to be the Beneficial Owner of, or to beneficially own, or to
have Beneficial Ownership of, any security if (A) the agreement, arrangement or understanding (written or oral) to vote such
security arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent
solicitation made generally to all holders of Common Shares of the Company in connection with a Proper Stockholder
Solicitation and pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (B) the
beneficial ownership of such security is not also then reportable on Schedule 13D or 13G under the Exchange Act (or any
comparable or successor report);
(c)
which are beneficially owned, directly or indirectly, by any other Person (or an Affiliate or Associate thereof) with which
such Person (or any of such Person’s Affiliates or Associates) (i) has any agreement, arrangement or understanding
(written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the
proviso to clause (b)(ii) of this definition) or disposing of any securities of the Company or (ii) has any agreement,
arrangement or understanding (written or oral) to cooperate in obtaining, changing or influencing the control of the Company;
or
(d)
which are the subject of, or the reference securities for, or that underlie, any Derivative Interest (as defined below) of
such Person or any of such Person’s Affiliates or Associates, with the number of Common Shares deemed Beneficially
Owned being the notional or other number of Common Shares specified in the documentation evidencing the Derivative Interest
as being subject to be acquired upon the exercise or settlement of the Derivative Interest or as the basis upon which the
value or settlement amount of such Derivative Interest is to be calculated in whole or in part or, if no such number of
Common Shares is specified in such documentation, as determined by the Board in its sole discretion to be the number of
Common Shares to which the Derivative Interest relates.
Notwithstanding
the foregoing, nothing contained in this definition shall cause a Person to be deemed the “Beneficial Owner” of, or
to “beneficially own”, or to have “Beneficial Ownership” of, securities (A) if the Person is ordinarily
engaged in business as an underwriter of securities and has acquired such securities in a bona fide firm commitment underwriting
pursuant to an underwriting agreement with the Company until the expiration of 40 calendar days (or such later date as the Board
may determine in any specific case) after the date of such acquisition, and then only if such securities continue to be owned
by such Person at such expiration of 40 calendar days (or such later date as the Board may determine in any specific case), or
(B) if such Person is a “clearing agency” (as defined in Section 3(a)(23) of the Exchange Act) and has acquired such
securities solely as a result of such status.
Notwithstanding
anything in this Rights Agreement to the contrary, (x) to the extent not contained in this definition, a Person shall be deemed
the “Beneficial Owner” of and shall be deemed to “beneficially own” or have “Beneficial Ownership”
of, Common Shares that such Person would be deemed to constructively own or that otherwise would be aggregated with shares owned
by such Person pursuant to Section 382, or any successor provision or replacement provision of the Code and the Treasury Regulations
promulgated thereunder and (y) a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, or to have Beneficial
Ownership of, any Common Shares by virtue of owning shares of Class B Common Stock.
“Board”
shall have the meaning set forth in the introductory paragraph of this Rights Agreement.
“Book
Value”, when used with reference to Common Shares issued by any Person, shall mean the amount of equity of such Person
applicable to each Common Share, determined (a) in accordance with United States generally accepted accounting principles in
effect on the date as of which such Book Value is to be determined, (b) using all the consolidated assets and all the
consolidated liabilities of such Person on the date as of which such Book Value is to be determined, except that no value
shall be included in such assets for goodwill arising from consummation of a business combination (including, without
limitation, a Business Combination), and (c) after giving effect to (i) the exercise of all rights, options and warrants to
purchase such Common Shares (other than the Rights), and the conversion of all securities convertible into such Common
Shares, at an exercise or conversion price, per Common Share, which is less than such Book Value before giving effect to such
exercise or conversion (whether or not exercisability or convertibility is conditioned upon occurrence of a future event),
(ii) all dividends and other distributions on the capital stock of such Person declared prior to the date as of which such
Book Value is to be determined and to be paid or made after such date, and (iii) any other agreement, arrangement or
understanding (written or oral), or transaction or other action contemplated prior to the date as of which such Book Value is
to be determined that would have the effect of thereafter reducing such Book Value.
“Business
Combination” shall have the meaning set forth in Section 11(c)(i).
“Business Day” shall mean each Monday,
Tuesday, Wednesday, Thursday, and Friday that is not a day on which banking institutions in the City of New York, are authorized or obligated
by law or executive order to close.
“Certificate
of Designation” shall mean the Certificate of Designation of the Preferred Shares, a copy of which is attached hereto as
Exhibit A.
“Class
B Common Stock” shall have the meaning set forth in the introductory paragraph of this Rights Agreement.
“Class
B Common Shares” shall mean the shares of Class B Common Stock or any other shares of capital stock of the Company into
which the Class B Common Stock shall be reclassified or changed.
“Close
of Business” on any given date shall mean 5:00 p.m., New York City time, on such date; provided , however , that, if such
date is not a Business Day, “Close of Business” shall mean 5:00 p.m., New York City time, on the next succeeding Business
Day.
“Code”
shall mean Internal Revenue Code of 1986, as amended.
“Common
Shares”, when used with reference to the Company prior to a Business Combination, shall mean the shares of Common
Stock or any other shares of capital stock of the Company into which the Common Stock shall be reclassified or changed and
any other interest that would be treated as “stock” of the Company for purposes of Section 382 (including
Treasury Regulation Section 1.382-2T(f)(18)) in this Section 1 and all other provisions of this Rights Agreement in which
such meaning is necessary in order to ensure that this Rights Agreement is effective in carrying out its stated purpose and
intent of preserving the Company’s NOLs and other Tax Benefits. “ Common Shares ”, when used with reference
to any Person (other than the Company prior to a Business Combination), shall mean shares of capital stock of such Person (if
such Person is a corporation) of any class or series, or units of equity interests in such Person (if such Person is not a
corporation) of any class or series, the terms of which do not limit (as a maximum amount and not merely in proportional
terms) the amount of dividends or income payable or distributable on such class or series or the amount of assets
distributable on such class or series upon any voluntary or involuntary liquidation, dissolution or winding up of such Person
and do not provide that such class or series is subject to redemption at the option of such Person, or any shares of capital
stock or units of equity interests into which the foregoing shall be reclassified or changed, and if there shall be more than
one class or series of such shares of capital stock or units of equity interests of such Person, then “ Common Shares
” of such Person shall mean the class or series of capital stock of such Person or units of equity interests in such
Person having voting power (being the power under ordinary circumstances (and not merely upon the happening of a contingency)
to vote in the election of directors of such Person (if such Person is a corporation) or to participate in the management and
control of such Person (if such Person is not a corporation)), or in the case of multiple classes or series having voting
power, having the greatest voting power.
“Common
Stock” shall have the meaning set forth in the introductory paragraph of this Rights Agreement.
“Company” shall have the meaning set
forth in the heading of this Rights Agreement; provided, however, that if there is a Business Combination, “Company” shall
have the meaning set forth in Section 11(c)(iii).
The term “control” with respect to any
Person shall mean the power to direct the management and policies of such Person, directly or indirectly, by or through stock ownership,
agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more
other Persons by or through stock ownership, agency or otherwise; and the terms “controlling” and “controlled”
shall have meanings correlative to the foregoing.
“Customer
Identification Program” shall have the meaning set forth in Section 38.
“Derivative
Interest” shall mean any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in
value as the value of the underlying equity increases, including, but not limited to, a long convertible security, a long call
option and a short put option position, in each case, regardless of whether (x) such interest conveys any voting rights in such
security, (y) such interest is required to be, or is capable of being, settled through delivery of such security or (z) transactions
hedge the economic effect of such interest.
“Distribution
Date” shall have the meaning set forth in Section 3(b).
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended (or any comparable or successor law or act) as in effect
on the date in question, unless otherwise specifically provided.
“Exchange
Consideration” shall have the meaning set forth in Section 11(b)(i).
“Exempt
Person” shall mean any Person, alone or together with all Affiliates and Associates of such Person, whose Beneficial
Ownership of 4.99% or more of the then outstanding Common Shares, as determined by the Board in its sole discretion, or a
duly constituted committee of Independent Directors, in its sole discretion, including a determination pursuant to Section
34, (a) would not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into
account such facts and circumstances as the Board (or any such committee) reasonably deems relevant, or (b) is otherwise in
the best interests of the Company; provided , however , that the Board, or a duly constituted committee of Independent
Directors, makes such determination either (x) before the time such Person otherwise would have become an Acquiring Person,
or (y) after the time such Person otherwise would have become an Acquiring Person if the Board, or a duly constituted
committee of Independent Directors, has determined that such Person is an Inadvertent Acquiror; provided , further , that
such Person will cease to be an “Exempt Person” if the Board, in its sole discretion, or a duly constituted
committee of Independent Directors, in its sole discretion, makes a contrary determination with respect to the effect of such
Person’s Beneficial Ownership (together with all Affiliates and Associates of such Person) with respect to the
availability to the Company of its NOLs or other Tax Benefits, taking into account such facts and circumstances as the Board
(or any such committee) reasonably deems relevant. In granting an exemption under this definition, the Board, or a duly
constituted committee of Independent Directors, may require any Person who would otherwise be an Acquiring Person to
make certain representations, undertakings or covenants or to agree that any violation or attempted violation of such
representations, undertakings or covenants will result in such consequences and be subject to such conditions as the Board,
or a duly constituted committee of Independent Directors, may determine in its sole discretion, including that any such
violation shall result in such Person becoming an Acquiring Person.
“Exempt
Transaction” shall mean any transaction that the Board determines, or a duly constituted committee of Independent Directors
determines, is exempt from this Rights Agreement, which determination shall be made in the sole discretion of the Board (or any
such committee) prior to the date of such transaction, including if the Board (or any such committee) determines that (a) neither
the Beneficial Ownership of Common Shares by any Person, directly or indirectly, as a result of such transaction nor any other
aspect of such transaction would jeopardize or endanger the availability to the Company of the NOLs or other Tax Benefits, taking
into account such facts and circumstances as the Board (or any such committee) reasonably deems relevant, or (b) such transaction
is otherwise in the best interests of the Company. In granting an exemption under this definition, the Board, or a duly constituted
committee of Independent Directors, may require any Person who would otherwise be an Acquiring Person to make certain representations,
undertakings or covenants or to agree that any violation or attempted violation of such representations, undertakings or covenants
will result in such consequences and be subject to such conditions as the Board, or a duly constituted committee of Independent
Directors, may determine in its sole discretion, including that any such violation shall result in such Person becoming an Acquiring
Person.
“Exemption
Request” shall have the meaning set forth in Section 34.
“Expiration
Date” shall have the meaning set forth in Section 7(a).
“Final
Expiration Date” shall mean the Close of Business on April 5, 2019.
“Funds”
shall have the meaning set forth in Section 36.
“include”,
“includes” and “including” shall be deemed to be followed by the words “without limitation”.
“Grandfathered
Percentage” shall mean, with respect to any Grandfathered Person, the percentage of the outstanding Common Shares of the
Company that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, Beneficially
Owns as of the Close of Business on the date hereof; provided that, in the event any Grandfathered Person shall sell, transfer,
or otherwise dispose of any outstanding Common Shares of the Company after the Close of Business on the date hereof, the Grandfathered
Percentage shall, subsequent to such sale, transfer or disposition, mean, with respect to such Grandfathered Person, the lesser
of (a) the Grandfathered Percentage as in effect immediately prior to such sale, transfer or disposition or (b) the percentage
of outstanding Common Shares of the Company that such Grandfathered Person, together with all Affiliates and Associates of such
Grandfathered Person, Beneficially Owns immediately following such sale, transfer or disposition.
“Grandfathered
Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, is, as of the
Close of Business on the date hereof, the Beneficial Owner (as disclosed in public filings with the Securities and Exchange
Commission on the Close of Business on the date hereof) of 4.99% or more of the Common Shares of the Company then
outstanding. Notwithstanding anything to the contrary provided in this Rights Agreement, any Grandfathered Person who after
the Close of Business on the date hereof becomes the Beneficial Owner of less than 4.99% of the Common Shares of the Company
then outstanding shall cease to be a Grandfathered Person and shall be subject to all of the provisions of this Rights
Agreement in the same manner as any Person who or which is not and was never a Grandfathered Person.
“Inadvertent
Acquiror” shall mean any Person who would be an Acquiring Person but for clause (iii) of the proviso in the definition of
“Acquiring Person”.
“Independent
Director” shall mean an independent director as defined under Listing Rules of the New York Stock Exchange Market LLC (“
New York Stock Exchange ”).
“Major
Part”, when used with reference to the assets of the Company and its Subsidiaries as of any date, shall mean assets (a)
having a fair market value aggregating 50% or more of the total fair market value of all the assets of the Company and its Subsidiaries
(taken as a whole) as of the date in question, (b) accounting for 50% or more of the total value (net of depreciation and amortization)
of all the assets of the Company and its Subsidiaries (taken as a whole) as would be shown on a consolidated or combined balance
sheet of the Company and its Subsidiaries as of the date in question, prepared in accordance with United States generally accepted
accounting principles then in effect, or (c) accounting for 50% or more of the total amount of earnings before interest, taxes,
depreciation and amortization or of the revenues of the Company and its Subsidiaries (taken as a whole) as would be shown on,
or derived from, a consolidated or combined statement of income or net earnings of the Company and its Subsidiaries for the period
of 12 months ending on the last day of the Company’s monthly accounting period next preceding the date in question, prepared
in accordance with United States generally accepted accounting principles then in effect.
“Market
Value”, when used with reference to Common Shares or Preferred Shares on any date, shall mean the average of the daily
closing prices, per share, of such Common Shares or Preferred Shares, as applicable, for the period which is the shorter of
(a) 30 consecutive Trading Days ending on the Trading Day immediately prior to the date in question or (b) the number of
consecutive Trading Days beginning on the Trading Day immediately after the date of the first public announcement of the
event requiring a determination of the Market Value of Common Shares or Preferred Shares, as applicable, and ending on the
Trading Day immediately prior to the record date of such event. The closing price for each Trading Day shall be the closing
price quoted on the composite tape for securities listed on the New York Stock Exchange, or, if such securities are not
quoted on such composite tape or if such securities are not listed on such exchange, on the principal United States
securities exchange registered under the Exchange Act (or any recognized foreign stock exchange) on which such securities are
listed, or, if such securities are not listed on any such exchange, the closing price (or, if no sale takes place on such
Trading Day, the average of the closing bid and asked prices on such Trading Day) as quoted on any reputable quotations
system specified by the Board, or if no such quotations are available, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in such securities selected by the Board, or if on any such Trading
Day no market maker is making a market in such securities, the closing price of such securities on such Trading Day shall be
deemed to be the fair value of such securities as determined in good faith by the Board (whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the Rights Agent, the holders of Rights and all
other Persons); provided , however , that if a Trading Day occurs during a period following an announcement of any action of
the type described in Section 12(a) that would require an adjustment thereunder by the issuer of the securities the
closing price of which is to be determined, then, and in each such case, the closing price of such securities shall be
appropriately adjusted to reflect the effect of such action on the market price of such securities; and provided further ,
however , that for the purpose of determining the closing price of the Preferred Shares for any Trading Day on which there is
no market maker for the Preferred Shares, the closing price on such Trading Day shall be deemed to be the Formula Number (as
defined in the Certificate of Designation) multiplied by the closing price of the Common Shares of the Company on such
Trading Day.
“NOL”
shall mean the Company’s net operating loss carryforwards.
“Person”
shall mean an individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated
organization or other entity, or a group of Persons making a “coordinated acquisition” of shares or otherwise treated
as an entity within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations, and shall include any successor (by merger
or otherwise) of such individual or entity, but shall not include a Public Group (as defined in Section 1.382-2T(f)(13) of the
Treasury Regulations).
“Post
Transferee” shall have the meaning set forth in Section 7(e).
“Preferred
Shares” shall have the meaning set forth in the introductory paragraph of this Rights Agreement. Any reference in this Rights
Agreement to Preferred Shares shall be deemed to include any authorized fraction of a Preferred Share, unless the context otherwise
requires.
“Principal
Party” shall mean the Surviving Person in a Business Combination; provided , however , that, (i) if such Surviving Person
is a direct or indirect Subsidiary of any other Person, “ Principal Party ” shall mean the Person which is the ultimate
parent of such Surviving Person and which is not itself a Subsidiary of another Person, and (ii) in the event ultimate control
of such Surviving Person is shared by two or more Persons, “ Principal Party ” shall mean that Person that is immediately
controlled by such two or more Persons.
“Prior
Transferee” shall have the meaning set forth in Section 7(e).
“Proper
Stockholder Solicitation” shall mean each of: (a) the annual meeting of the stockholders of the Company; (b) a special meeting
of the stockholders of the Company called pursuant to and in accordance with the Delaware General Corporation Law, the Amended
and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company; or (c) an action
by written consent of the stockholders of the Company (only to the extent permitted in the Amended and Restated Certificate of
Incorporation of the Company, as it may be further amended).
“Purchase
Price” with respect to each Right shall mean $26.00, as such amount may from time to time be adjusted as provided in this
Rights Agreement, and shall be payable in lawful money of the United States of America. All references herein to the Purchase
Price shall mean the Purchase Price as in effect at the time in question.
“Record
Date” shall have the meaning set forth in the introductory paragraph of this Rights Agreement.
“Redemption
Date” shall have the meaning set forth in Section 24(a).
“Redemption
Price” with respect to each Right shall mean $0.0001, as such amount may from time to time be adjusted in accordance with
Section 12. All references herein to the Redemption Price shall mean the Redemption Price as in effect at the time in question.
“Registered
Common Shares” shall mean Common Shares that are, as of the date of consummation of a Business Combination, and have
continuously been for the 12 months immediately preceding such date, registered under Section 12 of the Exchange Act,
and if a Person has multiple classes or series of Registered Common Shares outstanding, “ Registered Common Shares
” of such Person shall mean the class or series of Registered Common Shares of such Person having voting power (being
the power under ordinary circumstances (and not merely upon the happening of a contingency) to vote in the election of
directors of such Person (if such Person is a corporation) or to participate in the management and control of such Person (if
such Person is not a corporation)), or in the case of multiple classes or series having voting power, having the greatest
voting power.
“Requesting
Person” shall have the meaning set forth in Section 34.
“Right
Certificate” shall mean a certificate evidencing a Right in substantially the form attached hereto as Exhibit B.
“Rights”
shall mean the rights to purchase Preferred Shares (or other securities) as provided in this Rights Agreement.
“Section
382” shall mean section 382 of the Code or any amended or successor version thereof.
“Securities
Act” shall mean the Securities Act of 1933, as amended (or any comparable or successor law or act), as in effect on the
date in question, unless otherwise specifically provided.
“Share
Acquisition Date” shall mean the date on which the Company learns that a Person has become an Acquiring Person; provided
, however that, if such Person is determined by the Board (a) to be an Exempt Person or (b) to be an Inadvertent Acquiror, then
in the case of each of clause (a) and (b), the Share Acquisition Date shall be deemed not to have occurred; but only for so long
as such Person (i) in the case of clause (a), remains an Exempt Person or (ii) in the case of clause (b), does not thereafter
become an Acquiring Person pursuant to the second sentence of the definition of “Acquiring Person”, unless, in the
case of each of clause (i) and clause (ii), the Distribution Date shall have occurred.
“Subsidiary”
of another Person shall mean a Person, at least a majority of the total outstanding voting power (being the power under ordinary
circumstances (and not merely upon the happening of a contingency) to vote in the election of directors of such Person (if such
Person is a corporation) or to participate in the management and control of such Person (if such Person is not a corporation))
of which is owned, directly or indirectly, by another Person or by one or more other Subsidiaries of such other Person or by such
other Person and one or more other Subsidiaries of such other Person.
“Surviving
Person” shall mean (a) the Person which is the continuing or surviving Person in a consolidation, merger, share exchange
or other business combination specified in Section 11(c)(i)(A) or 11(c)(i)(B) or (b) the Person to which the Major Part of
the assets of the Company and its Subsidiaries is sold, leased, exchanged or otherwise transferred or disposed of in a transaction
specified in Section 11(c)(i)(C); provided , however , that, if the Major Part of the assets of the Company and its Subsidiaries
is sold, leased, exchanged or otherwise transferred or disposed of in one or more related transactions specified in Section 11(c)(i)(C)
to more than one Person, the “ Surviving Person ” in such case shall mean the Person that acquired assets of the Company
and/or its Subsidiaries with the greatest fair market value in such transaction or transactions.
“Tax
Benefits” shall mean the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative
minimum tax credit carryovers, foreign tax credit carryovers, research and development credit carryovers and any loss or deduction
attributable to a “net unrealized built-in loss” within the meaning of Section 382, and the Treasury Regulations promulgated
thereunder, of the Company or any of its Subsidiaries.
“Trading
Day” shall mean a day on which the principal national securities exchange (or principal recognized foreign stock exchange,
as the case may be) on which any securities or Rights, as the case may be, are listed or admitted to trading is open for the transaction
of business or, if the securities or Rights in question are not listed or admitted to trading on any national securities exchange
(or recognized foreign stock exchange, as the case may be), a Business Day.
“Treasury Regulations” shall mean final,
temporary, and proposed tax regulations promulgated under the Code, as amended.
“Trust”
shall have the meaning set forth in Section 11(b)(ii).
“Trust
Agreement” shall have the meaning set forth in Section 11(b)(ii).
“364th
Day Date” shall mean the date of the 2017 Annual Meeting, if approval by the Company’s stockholders of this
Rights Agreement has not been obtained prior to or on such date; provided that (i) the Company shall have included in the 2017
Proxy Statement a proposal for the Company’s stockholders to approve this Rights Agreement at the 2017 Annual Meeting and
the 2017 Proxy Statement shall have been filed with the Securities and Exchange Commission before April 5, 2017 and (ii) the 2017
Annual Meeting shall be scheduled to be held within 45 days after April 5, 2017; and provided further, that if the Company fails
to take the actions specified in clauses (i) and (ii) of the preceding proviso, then “364th Day Date” shall mean April
5, 2017. Notwithstanding the foregoing, if either (x) approval by the Company’s stockholders of this Rights Agreement has
been obtained prior to or on the date of the 2017 Annual Meeting or (y) approval by the Company’s stockholders of this Rights
Agreement shall not have been obtained prior to or on the date of the 2017 Annual Meeting but the Board shall have determined
in its sole discretion that it is in the best interests of the stockholders of the Company to continue the Rights Agreement beyond
the 364th Day Date, then the 364th Day Date shall be deemed to not have occurred.
“2017
Annual Meeting” shall mean the annual meeting of stockholders of the Company for 2017.
“2017
Proxy Statement” shall mean the proxy statement on Schedule 14A of the Company for the 2017 Annual Meeting.
SECTION
2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with
the express terms and conditions hereof (and no implied terms and conditions), and the Rights Agent hereby accepts such appointment.
Subject to 10 days’ prior written notice to the Rights Agent, the Company may from time to time appoint one or more co-Rights
Agents as it may deem necessary or desirable (the term “ Rights Agent ” being used herein to refer, collectively,
to the Rights Agent together with any such co-Rights Agents). In the event the Company appoints one or more co-Rights Agents,
the respective duties of the Rights Agent and any co-Rights Agents shall be as the Company shall determine, and shall be provided
in writing to the Rights Agent and any such co-Rights Agent. The Rights Agent shall have no duty to supervise and shall not be
liable for the acts or omissions of any such co-Rights Agents.
SECTION
3. Issue of Rights and Right Certificates. (a) One Right shall be associated with each Common Share and Class B Common Share
outstanding on the Record Date, each additional Common Share and Class B Common Share that shall become outstanding between
the Record Date and the earliest to occur of the Distribution Date, the Redemption Date or the Expiration Date and each
additional Common Share and Class B Common Share with which Rights are issued after the Distribution Date but prior to the
earlier of the Redemption Date or the Expiration Date as provided in Section 23, subject to adjustment as provided in
this Rights Agreement.
(b)
Until the earlier of (i) the Share Acquisition Date and (ii) such date, if any, as may be designated by the Board following
the commencement of, or the first public disclosure of an intent to commence, a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit or compensation plan of the Company or of any of its
Subsidiaries, or any Person organized, appointed or established by the Company and holding Common Shares for or pursuant to
the terms of any such employee benefit or compensation plan) for outstanding Common Shares, if upon consummation of such
tender or exchange offer such Person could be the Beneficial Owner of 4.99% or more of the outstanding Common Shares (the
Close of Business on the earlier of such dates being the “ Distribution Date ”), (x) the Rights shall, except as
otherwise provided in Section 3(c), be evidenced by the certificates for Common Shares or Class B Common Shares, as the
case may be, registered in the names of the holders thereof, or, in the case of Common Shares or Class B Common Shares held
in uncertificated form, by the transaction statement or other record of ownership of such Common Shares or Class B Common
Shares, as applicable, and not by separate Right Certificates, and (y) the Rights, including the right to receive Right
Certificates, shall be transferable only in connection with the transfer of the underlying Common Shares or Class B Common
Shares, as the case may be. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the
Rights Agent shall countersign, and the Company will send or cause to be sent (and the Rights Agent shall, if requested and
provided with all necessary information, at the expense of the Company send) by first-class, postage-prepaid mail, to each
record holder of Common Shares and each record holder of Class B Common Shares, in each case as of the Close of Business on
the Distribution Date, at the address of such holder shown on the records of the Company or the transfer agent or registrar
for the Common Shares or Class B Common Shares, one or more Right Certificates evidencing one whole Right for each Common
Share and one whole Right for each Class B Common Share held by such record holder, subject to the provisions of
Section 15 and to adjustment as provided in this Rights Agreement. As of and after the Distribution Date, the Rights
shall be evidenced solely by such Right Certificates. The Company shall, as promptly as practicable, notify the Rights Agent
in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm
same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent,
the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(c)
As soon as practicable after the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred
Shares, in substantially the form attached hereto as Exhibit C (the “ Summary of Rights ”), by
first-class, postage-prepaid mail, to each record holder of Common Shares and each record holder of Class B Shares in each
case as of the Close of Business on the Record Date at the address of such holder shown on the records of the Company or the
transfer agent or registrar for the Common Shares. With respect to any Common Shares and Class B Common Shares outstanding as
of the Record Date, and until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, (i) in the
case of certificated shares, (A) the Rights associated with the Common Shares or Class B Common Shares, as the case may
be, represented by any certificate shall be evidenced by such certificate for the Common Shares or Class B Common Shares, as
the case may be, with a copy of the Summary of Rights attached thereto and the registered holders of the Common Shares and
Class B Common Shares shall also be the registered holders of the associated Rights and (B) the surrender for transfer of any
such certificate, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the
Rights associated with the Common Shares or Class B Common Shares, as the case may be, represented thereby, and (ii) in the
case of Common Shares held in uncertificated form, (A) the Rights associated with the Common Shares shall be evidenced by
the balances indicated in the book-entry account system of the transfer agent for such Common Shares and the registered
holders of the Common Shares shall also be the registered holders of the associated Rights and (B) the transfer of any Common
Shares in the book-entry account system of the transfer agent for such Common Shares shall also constitute the transfer of
the Rights associated with such Common Shares.
(d)
In the case of certificated Common Shares and Class B Common Shares, certificates issued for Common Shares and Class B Common
Shares after the Record Date (including upon transfer or exchange of outstanding Common Shares and Class B Common Shares),
but prior to the earliest to occur of the Distribution Date, the Redemption Date or the Expiration Date, shall have printed
on, written on or otherwise affixed to them a legend in substantially the following form or such similar legend as the
Company may deem appropriate and is not inconsistent with the provisions of the Rights Agreement:
This
certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Section 382 Rights Agreement dated
as of April 6, 2016 (as it may be amended from time to time (the “Rights Agreement”)), among CENTRUS ENERGY CORP.
(the “Company”), COMPUTERSHARE INC. (“Computershare”) and COMPUTERSHARE TRUST COMPANY, N.A., (or any successor
Rights Agent, together with Computershare, the “Rights Agent”), the terms of which (including restrictions on the
transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive
offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate
certificates and shall no longer be evidenced by this certificate. The Company shall mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt of a written request therefor. RIGHTS BENEFICIALLY OWNED BY ACQUIRING
PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.
Notwithstanding
this Section 3(d), neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement
other than the Rights Agreement shall affect the enforceability of any part of this Rights Agreement or the rights of any holder
of Rights.
(e)
In the case of Common Shares held in uncertificated form, the Company shall cause the confirmation and account statements
sent to holders of Common Shares in book-entry form (including upon transfer or exchange of outstanding Common Shares)
prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date to bear a legend in substantially
the following form:
Each
share of Common Stock, par value $0.01 per share, of CENTRUS ENERGY CORP. (the “Company”) entitles the holder
thereof to certain Rights as set forth in a Section 382 Rights Agreement dated as of April 6, 2016 (as it may be amended from
time to time (the “Rights Agreement”)), among the Company, COMPUTERSHARE INC. (“Computershare”) and
COMPUTERSHARE TRUST COMPANY, N.A., (or any successor Rights Agent, together with Computershare, the “Rights
Agent”), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as
set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced
by the shares to which this statement relates. The Company shall mail to the holder of shares to which this statement relates
a copy of the Rights Agreement without charge after receipt of a written request therefor. RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.
Notwithstanding
this Section 3(e), neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement
other than the Rights Agreement shall affect the enforceability of any part of this Rights Agreement or the rights of any holder
of Rights.
SECTION
4. Form of Right Certificates. The Right Certificates (and the form of election to purchase and form of assignment to be printed
on the reverse side thereof) shall be in substantially the form set forth 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 (but which do not
affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights
Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject
to the other provisions of this Rights Agreement (including Sections 7, 11 and 23), the Right Certificates, whenever issued,
shall be dated as of the Distribution Date and shall entitle the holders thereof to purchase such number of Preferred Shares as
shall be set forth therein for the Purchase Price set forth therein, subject to adjustment as provided in this Rights Agreement.
SECTION
5. Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the
Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or any Vice President,
either manually or by facsimile signature, and may have affixed thereto the Company’s seal or a facsimile thereof. The Right
Certificates shall be countersigned by the Rights Agent either manually or by facsimile signature, and shall not be valid or obligatory
for any purpose unless so countersigned. In the event that any officer of the Company who shall have signed any of the Right Certificates
shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the
Company, such Right Certificates may nevertheless 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 an officer of
the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of execution
of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of execution
of this Rights Agreement any such person was not such an officer of the Company.
(b)
Following the Distribution Date, the Rights Agent shall keep or cause to be kept, at its office designated for such purpose,
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 by each of the Right Certificates, the
certificate number of 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; Uncertificated Rights. (a) Subject
to Sections 7 (e) and 15, at any time after the Distribution Date, and at or prior to the Close of Business on the earlier of the
Redemption Date or the Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights
that have become null and void pursuant to Section 7(e)) may be transferred, split-up, combined or exchanged for another Right Certificate
or Right Certificates representing, in the aggregate, the same number of Rights as the Right Certificate or Right Certificates surrendered
then represented. 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 office of the Rights Agent designated for such purpose; provided , however , that
neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any Right Certificate
surrendered for transfer until the registered holder shall have properly completed and duly signed the certification contained in the
form of assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably
request. Thereupon the Rights Agent shall, subject to Sections 7(e) and 15, 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. If and to the extent the Company does require payment of any such taxes or charges, the Company shall give the Rights Agent
prompt written notice thereof and the Rights Agent shall not deliver any Right Certificate unless and until it is satisfied that all such
payments have been made, and the Rights Agent shall promptly forward any such sum collected by it to the Company or to such Persons as
the Company may specify by written notice. The Rights Agent shall have no duty or obligation under any Section of this Rights Agreement
that requires the payment of taxes or charges unless and until it is satisfied that all such taxes and/or charges have been paid.
(b)
Subject to Sections 7(e) and 15, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them
of the loss, theft, destruction or mutilation of a valid Right Certificate, and, in case of loss, theft or destruction, of an
open surety bond reasonably satisfactory to them, holding the Rights Agent and the Company harmless, 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 shall execute a new
Right Certificate of like tenor and deliver such new Right Certificate to the Rights Agent for countersignature and delivery
to the registered owner in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.
(c)
Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Rights Agreement to provide for
uncertificated Rights in addition to or in place of Rights evidenced by Right Certificates.
SECTION
7. Exercise of Rights; Expiration Date of Rights. (a) Subject to the other provisions of this Rights Agreement (including
Section 7(e) and Section 11), each Right shall entitle the registered holder thereof, upon exercise thereof as
provided in this Rights Agreement, to purchase for the Purchase Price, at any time after the Distribution Date and at or
prior to the earlier of (i) the Final Expiration Date, (ii) the Redemption Date, (iii) the Close of Business on the effective
date of the repeal of Section 382 if the Board determines that this Rights Agreement is no longer necessary or desirable for
the preservation of NOLs or other Tax Benefits, (iv) the Close of Business on the first day of a taxable year of the Company
to which the Board determines that no NOLs or other Tax Benefits may be carried forward, or (v) the Close of Business on the
occurrence of the 364 th Day Date (the earliest of the events described in clauses (i), (iii), (iv) or (v) being
herein referred to as the “Expiration Date”), one one-thousandth (1/1,000th) of a Preferred Share, subject to
adjustment as provided in this Rights Agreement.
(b)
Subject to the other provisions of this Rights Agreement (including Section 7(e)), the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Rights Agreement) in whole or in
part at any time after the Distribution Date and at or prior to the earlier of (i) the Expiration Date and (ii) the
Redemption Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof
properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose,
together with payment of the Purchase Price for each one one-thousandth (1/1,000th) of a Preferred Share (as such fraction
may be adjusted as provided in this Rights Agreement) as to which the Rights are exercised, together with any amount equal to
any applicable transfer tax, in the manner required hereby.
(c)
Subject to the other provisions of this Rights Agreement (including Section 7(e)), upon receipt of a Right Certificate
representing exercisable Rights, with the form of election to purchase properly completed and duly executed, accompanied by
payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable
transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the
order of the Company, the Rights Agent shall thereupon promptly (i) either (A) requisition from any transfer agent of the
Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total
number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with
all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a
depositary arrangement, requisition from the depositary agent depositary receipts representing the number of one
one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in this Rights Agreement) to
be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by
the transfer agent with the depositary agent) and the Company shall direct the depositary agent to comply with all such
requests, (ii) when necessary to comply with this Rights Agreement (or otherwise when appropriate, as determined by the
Company with written notice to the Rights Agent), requisition from the Company the amount of cash, if any, to be paid in lieu
of issuance of fractional shares in accordance with Section 15, (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 necessary to comply with this Rights Agreement (or
otherwise when appropriate, as determined by the Company with written notice to the Rights Agent), after receipt
thereof, deliver such cash, if any, to or upon the order of the registered holder of such Right Certificate.
(d)
In case the registered holder of any Right Certificate shall exercise fewer 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 and
delivered to the registered holder of such Right Certificate or to such holder’s duly authorized assigns, subject to
the provisions of Section 15.
(e)
Notwithstanding anything in this Rights Agreement to the contrary, any Rights that are at any time beneficially owned by (i)
an Acquiring Person or an Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
Associate or Affiliate of such Acquiring Person) who becomes a transferee after the Acquiring Person becomes such (a
“Post Transferee”), (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Acquiring
Person) 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 (or from such Affiliate or
Associate) to holders of equity interests in such Acquiring Person (or such Affiliate or Associate) or to any Person with
whom the Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, agreement, arrangement
or understanding (written or oral) which has as a primary purpose or effect the avoidance of this Section 7(e) (a
“ Prior Transferee ”), or (iv) any subsequent transferee receiving transferred Rights from a Post Transferee or a
Prior Transferee, either directly or through one or more intermediate transferees, 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 Rights Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions
of this Section 7(e) are complied with, but, it and the Rights Agent shall have no liability to any holder of any
Right Certificate or any other Person as a result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliate or Associate, or any transferee thereof, hereunder. The Company shall give the Rights Agent written
notice of the identity of any Acquiring Person, Associate or Affiliate known to it, or the nominee of any of the foregoing,
and the Rights Agent may rely on such notice in carrying out its duties under this Rights Agreement, shall not be liable for
and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Associate or Affiliate, or the
nominee of any of the foregoing unless and until it shall have received such notice.
(f)
Notwithstanding anything in this Rights Agreement to the contrary, neither the Rights Agent nor the Company shall be
obligated to undertake any action with respect to a registered holder of any Right Certificates upon the occurrence of any
purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and
duly signed the certificate contained in the form of 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 and the Rights Agent shall reasonably
request.
SECTION
8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered or presented for the purpose of exercise,
transfer, split-up, combination or exchange shall, and any Right Certificate representing Rights that have become null and void
and nontransferable pursuant to Section 7(e) surrendered or presented for any purpose shall, if surrendered or presented
to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered
or presented to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by this Rights Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and
the Rights Agent shall so cancel and retire, any Right Certificate purchased or acquired by the Company. The Rights Agent shall
deliver all canceled Right Certificates to the Company, or shall, at the written request of the Company, destroy such canceled
Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.
SECTION
9. Reservation and Availability of Preferred Shares. (a) The Company shall cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any authorized and issued Preferred Shares held in its treasury, free from preemptive
rights or any right of first refusal, a number of Preferred Shares sufficient to permit the exercise in full of all outstanding
Rights.
(b)
If there are not sufficient Preferred Shares issued but not outstanding or authorized but unissued to permit the exercise
or exchange of Rights in accordance with this Rights Agreement, the Company shall take all such action as may be necessary
to authorize additional Preferred Shares for issuance upon the exercise or exchange of Rights pursuant to this Rights
Agreement; provided , however , that if the Company is unable to cause the authorization of additional Preferred Shares, then
the Company shall, or, if action by the Company’s stockholders is necessary to cause such authorization, in lieu of
seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements
or instruments in effect prior to the Distribution Date to which it is a party, (i) upon surrender of a Right, pay cash equal
to the Purchase Price in lieu of issuing Preferred Shares and requiring payment therefor, (ii) upon due exercise of a Right
and payment of the Purchase Price for each Preferred Share as to which such Right is exercised, issue common stock or
other equity and/or debt securities having a value equal to the value of the Preferred Shares that otherwise would have
been issuable pursuant to this Rights Agreement, which value shall be determined by a nationally recognized investment
banking firm selected by the Board, or (iii) upon due exercise of a Right and payment of the Purchase Price for each
Preferred Share as to which such Right is exercised, distribute a combination of Preferred Shares, cash and/or other equity
and/or debt securities having an aggregate value equal to the value of the Preferred Shares that otherwise would have been
issuable pursuant to this Rights Agreement, which value shall be determined by a nationally recognized investment banking
firm selected by the Board. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments
in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable
in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are
being made all amounts that are not then restricted on a pro rata basis as such payments become permissible under such
legal or contractual restrictions until such payments have been paid in full.
(c)
The Company shall take all actions as may be necessary to ensure that all Preferred Shares delivered upon exercise or
exchange 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.
(d)
The Company shall pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in
respect of the issuance or delivery of Right Certificates or of any Preferred Shares or Common Shares or other securities
upon the exercise or exchange of the Rights. The Company and the Rights Agent shall not, however, be required to pay any
transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a Person other
than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common
Shares or other securities, as the case may be, in a name other than that of, the registered holder of the Right Certificate
evidencing Rights surrendered for exercise or exchange or to issue or deliver any certificates or depositary receipts for
Preferred Shares or Common Shares or other securities, as the case may be, upon the exercise or exchange of any Rights until
any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at
the time of surrender) or until it has been established to the Company’s and the Rights Agent’s satisfaction that
no such tax or charge is due.
SECTION
10. Preferred Shares Record Date. Each Person in whose name any certificate for Preferred Shares or Common Shares or other
securities is issued upon the exercise or exchange of Rights shall for all purposes be deemed to have become the holder of
record of the Preferred Shares or Common Shares or other securities, as the case may be, represented thereby on, and such
certificate shall be dated, the date on which the Right Certificate evidencing such Rights was duly surrendered and payment
of any Purchase Price (and any applicable transfer taxes) was made; provided , however , that, if the date of such surrender
and payment is a date upon which the transfer books of the Company for the Preferred Shares or Common Shares or other
securities, as the case may be, are closed, such Person shall be deemed to have become the record holder of such Preferred
Shares or Common Shares or other securities, as the case may be, on, and such certificate shall be dated, the next succeeding
Business Day on which the transfer books of the Company for the Preferred Shares or Common Shares or other securities, as the
case may be, are open.
SECTION
11. Adjustments in Rights After There Is an Acquiring Person; Exchange of Rights for Shares; Business Combinations. (a) Subject
to the other provisions of this Rights Agreement (including Section 7(e)), upon the occurrence of the Share Acquisition Date,
each holder of a Right shall thereafter have a right to receive, upon exercise thereof for the Purchase Price in accordance with
the terms of this Rights Agreement, such number of one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may
be adjusted as provided in this Rights Agreement) as shall equal the result obtained by multiplying the Purchase Price by a fraction,
the numerator of which is the number of one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted
as provided in this Rights Agreement) for which such Right is then exercisable and the denominator of which is 50% of the Market
Value of the Common Shares on such Share Acquisition Date.
(b) (i)
The Board may, at its option, at any time after the Share Acquisition Date, mandatorily exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that shall have become null and void and nontransferable
pursuant to Section 7(e)) for consideration per Right consisting of either: (A) one-half of the Preferred Shares (or
fractions thereof) that would be issuable at such time upon the exercise of one Right in accordance with Section 11(a)
or, if applicable, Section 9(b)(ii) or 9(b)(iii); or (B) in the case of: (x) holders of Common Shares: cash, property,
Preferred Shares (including fractions thereof), Common Shares (including fractions thereof), or other equity or debt
securities (or any combination of any of the foregoing) having an aggregate value equal to one-half of the value of Preferred
Shares (including fractions thereof) that would be issuable at such time upon the exercise of one Right in respect of Common
Stock in accordance with Section 11(a); and (y) holders of Class B Common Shares: cash, property, Preferred Shares (including
fractions thereof), Class B Common Shares (including fractions thereof), or other equity or debt securities (or any
combination of any of the foregoing), having an aggregate value equal to one-half of the value of Preferred Shares (including
fractions thereof) that would be issuable at such time upon the exercise of one Right in respect of Class B Common Stock in
accordance with Section 11(a); in each case, which values shall be determined by a nationally recognized investment banking
firm selected by the Board of Directors of the Company (the consideration issuable per Right pursuant to this
Section 11(b)(i) being the “ Exchange Consideration ”). The Board may, at its option, (x) issue to
the holders of Common Shares a number of Common Shares in lieu of each Preferred Share equal to the Formula Number (as
defined in the Certificate of Designation) if there are sufficient Common Shares issued but not outstanding or authorized but
unissued and (y) issue to the holders of Class B Common Shares a number of Class B Common Shares in lieu of each Preferred
Share equal to the Formula Number if there are sufficient Class B Common Shares issued but not outstanding or authorized but
unissued. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(b)(i)
prior to the physical distribution of the Right Certificates, the Company may distribute the Exchange Consideration in lieu
of distributing Right Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to
have simultaneously received and surrendered for exchange Right Certificates on the date of such distribution.
Notwithstanding the foregoing, the Board may not effect such exchange at any time after any Person (other than the Company,
any Subsidiary of the Company or any employee benefit plan of the Company or any of its Subsidiaries or any Person holding
Common Shares for or pursuant to the terms of any such employee benefit or compensation plan), together with all Affiliates
and Associates of such Person, becomes the Beneficial Owner of more than 50% of the Common Shares then
outstanding.
(ii)
Any action of the Board ordering the exchange of any Rights pursuant to Section 11(b)(i) shall be irrevocable and,
immediately upon the taking of such action and without any further action and without any notice, the right to exercise any
such Right so exchanged pursuant to Section 11(a) shall terminate and the only right thereafter of a holder of such Right
shall be to receive the Exchange Consideration in exchange for each such Right held by such holder or, if the Exchange
Consideration shall not have been paid or issued, to exercise any such Right pursuant to Section 11(c)(i). The Company shall
promptly give public notice of any such exchange (with prompt written notice thereof to the Rights Agent); provided , however
, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall
promptly mail a notice of any such exchange to all holders of the Rights to be exchanged at their last addresses as they
appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the
exchange of the Rights for the Exchange Consideration 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 shall have become null and void and nontransferable pursuant to the provisions of Section 7(e)) held by each
holder of Rights. If the Board elects to exchange Rights for Exchange Consideration consisting all or in part of Preferred
Shares, Common Shares or Class B Common Shares, the Company may elect to deposit such Preferred Shares, Common Shares or
Class B Common Shares with a depositary agent under a depositary arrangement, and, in such event the Company shall cause
the depositary agent to issue, in lieu of certificates for such Preferred Shares, Common Shares or Class B Common
Shares, depositary receipts representing the number of such Preferred Shares (or fractions thereof), Common Shares
(or fractions thereof) or Class B Common Shares (or fractions thereof) to be exchanged (in which case the certificates for
such Preferred Shares, Common Shares or Class B Common Shares to be represented by such receipts shall be deposited by
the transfer agent with the depositary agent). If the Board elects to mandatorily exchange any Rights under Section 11(b)(i),
the Board may, at its option and without limiting any rights the Company may have under Section 26, cause the Company to
enter into such arrangements or implement such procedures as it deems necessary or appropriate, in its sole discretion, for
the purpose of ensuring that the Exchange Consideration is not received by holders of Rights that have become null and
void pursuant to Section 7(e), including entering into a Trust Agreement in such form and with such terms as the Board shall
then approve (the “ Trust Agreement “). If the Board so directs, the Company shall enter into the Trust Agreement
and shall issue to the trust created by such agreement (the “ Trust “) all or a portion (as designated by the
Board) of the Exchange Consideration distributable pursuant to the exchange, and all holders of Rights entitled to receive
such Exchange Consideration pursuant to the exchange shall be entitled to receive such Exchange Consideration (and any
dividends paid or distributions made with respect to any securities constituting such Exchange Consideration after the date
on which such securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms
and provisions of the Trust Agreement. Prior to effecting an exchange and distributing such Exchange Consideration, the
Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide
evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial
Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such
Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to
deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e) hereof and not transferable,
exercisable or exchangeable in connection herewith.
(c)
(i) In the event that, directly or indirectly, any transactions specified in the following clause (A), (B) or (C) of this Section
11(c)(i) (each such transaction being a “Business Combination”) shall be consummated:
(A)
the Company shall consolidate with, or merge with and into, or participate in a statutory share exchange with, or otherwise
effect any business combination or similar transaction with, any Acquiring Person or any Affiliate or Associate of an
Acquiring Person;
(B)
any Acquiring Person or any Affiliate or Associate of an Acquiring Person shall merge with and into, or participate in a
statutory share exchange with, or otherwise effect any business combination or similar transaction with, the Company and, in
connection with such merger, statutory share exchange, business combination or similar transaction , all or part of the
outstanding Common Shares of the Company shall be changed into or exchanged for capital stock or other securities of the
Company or of any Acquiring Person or Affiliate or Associate of an Acquiring Person or cash or any other property;
or
(C)
the Company shall sell, lease, license, exchange or otherwise transfer or dispose of (or one or more of its Subsidiaries
shall sell, lease, license, exchange or otherwise transfer or dispose of), in one or more transactions, the Major Part of the
assets of the Company and its Subsidiaries (taken as a whole) to any Acquiring Person or any Affiliate or Associate of an
Acquiring Person,
then,
in each such case, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e), shall thereafter
have the right to receive, upon the exercise thereof for the Purchase Price in accordance with the terms of this Rights Agreement,
the securities specified below (or, at such holder’s option, the securities specified in Section 11(a) if the Company is
the surviving corporation in such Business Combination):
(1)
if the Principal Party in such Business Combination has Registered Common Shares outstanding, each Right shall thereafter
represent the right to receive, upon the exercise thereof for the Purchase Price in accordance with the terms of this Rights
Agreement, such number of Registered Common Shares of such Principal Party, free and clear of all liens, encumbrances or
other adverse claims, as shall have an aggregate Market Value as of the time of exercise thereof equal to the result obtained
by multiplying the Purchase Price by two;
(2)
if the Principal Party in such Business Combination does not have Registered Common Shares outstanding, each Right shall
thereafter represent the right to receive, upon the exercise thereof for the Purchase Price in accordance with the terms of
this Rights Agreement, at the election of the holder of such Right at the time of the exercise thereof, any of:
(i)
if the Principal Party in such Business Combination has Common Shares listed on or admitted to trading on any recognized
foreign stock exchange, such number of Common Shares of such Principal Party, free and clear of all liens, encumbrances or
other adverse claims, as shall have an aggregate Market Value as of the time of exercise thereof equal to the result obtained
by multiplying the Purchase Price by two;
(ii)
such number of Common Shares of the Surviving Person in such Business Combination (if the Principal Party is also the
Surviving Person in such Business Combination) as shall have an aggregate Book Value immediately after giving effect to such
Business Combination equal to the result obtained by multiplying the Purchase Price by two;
(iii)
such number of Common Shares of the Principal Party in such Business Combination (if the Principal Party is not also the Surviving
Person in such Business Combination) as shall have an aggregate Book Value immediately after giving effect to such Business Combination
equal to the result obtained by multiplying the Purchase Price by two; or
(iv)
if the Principal Party in such Business Combination is an Affiliate of one or more Persons that has Registered Common Shares
outstanding, such number of Registered Common Shares of whichever of such Affiliates of the Principal Party has Registered
Common Shares with the greatest aggregate Market Value on the date of consummation of such Business Combination as shall have
an aggregate Market Value on the date of such Business Combination equal to the result obtained by multiplying the Purchase
Price by two.
(ii)
The Company shall not consummate any Business Combination unless each issuer of Common Shares for which Rights may be
exercised, as set forth in this Section 11(c), shall have sufficient authorized Common Shares that have not been issued or
reserved for issuance (and which shall, when issued upon exercise thereof in accordance with this Rights Agreement, be
validly issued, fully paid and nonassessable and free of preemptive rights, rights of first refusal or any other restrictions
or limitations on the transfer of ownership thereof) to permit the exercise in full of the Rights in accordance with this
Section 11(c) and unless prior thereto:
(A)
a registration statement under the Securities Act on an appropriate form, with respect to the Rights and the Common Shares of
such issuer purchasable upon exercise of the Rights, shall be effective under the Securities Act; and
(B)
the Company and each such issuer shall have:
(1)
executed and delivered to the Rights Agent a supplemental agreement providing for the assumption by such issuer of the obligations
set forth in this Section 11(c) (including the obligation of such issuer to issue Common Shares upon the exercise of Rights in
accordance with the terms set forth in Sections 11(c)(i) and 11(c)(iii)) and further providing that such issuer, at its own expense,
shall use its best efforts to:
(i)
cause a registration statement under the Securities Act on an appropriate form, with respect to the Rights and the Common
Shares of such issuer purchasable upon exercise of the Rights, to remain effective (with a prospectus at all times meeting
the requirements of the Securities Act) until the Expiration Date;
(ii)
qualify or register the Rights and the Common Shares of such issuer purchasable upon exercise of the Rights under the blue
sky or securities laws of such jurisdictions as may be necessary or appropriate; and
(iii)
list the Rights and the Common Shares of such issuer purchasable upon exercise of the Rights on each national securities
exchange on which the Common Shares were listed prior to the consummation of the Business Combination or, if the Common
Shares were not listed on a national securities exchange prior to the consummation of the Business Combination, on a national
securities exchange;
(2) furnished to the Rights Agent a written opinion
of independent counsel stating that such supplemental agreement is a valid, binding, and enforceable agreement of such issuer; and
(3)
filed with the Rights Agent a certificate of a nationally recognized firm of independent accountants setting forth the number
of Common Shares of such issuer that may be purchased upon the exercise of each Right after the consummation of such Business
Combination.
(iii)
After consummation of any Business Combination and subject to the provisions of Section 11(c)(ii), (A) each issuer of Common Shares
for which Rights may be exercised as set forth in this Section 11(c) shall be liable for, and shall assume, by virtue of such
Business Combination, all the obligations and duties of the Company pursuant to this Rights Agreement, (B) the term “Company”
shall thereafter be deemed to refer to such issuer, (C) each such issuer shall take such steps in connection with such consummation
as may be necessary to assure that the provisions of this Rights Agreement (including Sections 11(a) and 11(c)) shall thereafter
be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the
Rights, (D) the number of Common Shares of each such issuer thereafter 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 of Sections 11
and 12 and (E) the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares
shall apply, as nearly as reasonably may be, on like terms to any such Common Shares.
(iv)
In case the issuer of Common Shares for which Rights may be exercised, as set forth in this Section 11(c), has a provision
in any of its authorized securities or in its certificate of incorporation or by-laws or other agreement or instrument
governing its affairs, or a provision in any rights, warrants or other instruments or securities outstanding, which provision
would have the effect of (A) causing such issuer to issue (other than to holders of Rights pursuant to this Section 11(c)),
in connection with, or as a consequence of, the consummation of a transaction referred to in this Section 11(c), Common
Shares or Class B Common Shares of such issuer at less than the then Market Value per share thereof or securities exercisable
for, or convertible into, Common Shares or Class B Common Shares of such issuer at less than such then Market Value, (B)
providing for any special payment, tax or similar provision in connection with the issuance of the Common Shares or Class B
Common Shares of such issuer pursuant to the provisions of Section 11(c), or (C) diminishing or otherwise eliminating the
benefits intended to be afforded by the Rights, then, in such event, the Company hereby agrees with each holder of Rights
that it shall not consummate any such transaction unless prior thereto the Company and such issuer shall have executed and
delivered to the Rights Agent a supplemental agreement providing that the provision in question of such issuer shall have
been canceled, waived or amended, or that the authorized securities shall be redeemed, so that the applicable provision will
have no effect in connection with, or as a consequence of, the consummation of the proposed transaction.
SECTION
12. Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of
this Rights Agreement there shall be any change in the Common Shares, the Class B Common Shares or the Preferred Shares, whether
by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges
of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance
of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares, the Class
B Common Shares or Preferred Shares, as the case may be (other than distribution of the Rights or regular quarterly cash dividends),
or otherwise, then, in each such event the Board shall make such appropriate adjustments in the number of Preferred Shares (or
the number and kind of other securities) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect
at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated
with each Common Share or Class B Common Share, as the case may be) such that following such adjustment such event shall not have
had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event.
(b)
If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled
to receive any securities other than Preferred Shares, thereafter the number of such securities 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 of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect
to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities.
(c)
All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Shares or other securities
relating to a Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable
from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided in this Rights Agreement.
(d)
Irrespective of any adjustment or change in the Purchase Price or the number of Preferred Shares or number or kind of other securities
issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the
terms that were expressed in the initial Right Certificates issued hereunder.
(e)
In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record
date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the
occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or
other securities, if any, issuable upon such exercise over and above the Preferred Shares and/or other securities, if any,
issuable before giving effect 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 securities upon the
occurrence of the event requiring such adjustment.
SECTION
13. Certificate of Adjustment. Whenever an adjustment is made or any event occurs affecting the Rights or their exercisability
(including an event which causes the Rights to become null and void) as provided in Section 11 or 12, the Company shall (a) promptly
prepare a certificate setting forth such adjustment or describing such event and a brief, reasonably detailed statement of the
facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer
agent for the Preferred Shares, a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate
(or, if prior to the Distribution Date, to each holder of Common Shares and each holder of Class B Common Shares) in accordance
with Section 25, provided that the failure to prepare, file or mail such certificate or summary shall not affect the validity
of such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement
therein contained and, subject to Section 21(c) shall have no duty or liability with respect to, and shall not be deemed to have
knowledge of, any adjustment or any such event unless it shall have received such a certificate. The Rights Agent shall not be
obligated or responsible for calculating any adjustment hereunder. Nor shall the Rights Agent be under any obligation to determine
when an adjustment event or any condition precedent thereto has occurred.
SECTION
14. Additional Covenants. (a) Notwithstanding any other provision of this Rights Agreement, no adjustment to the number of Preferred
Shares (or fractions of a share) or other securities for which a Right is exercisable or the number of Rights outstanding or associated
with each Common Share and Class B Common Share or any similar or other adjustment shall be made or be effective if such adjustment
would have the effect of reducing or limiting the benefits the holders of the Rights would have had absent such adjustment, including
the benefits under Sections 11 and 12, unless the terms of this Rights Agreement are amended so as to preserve such benefits.
(b)
The Company covenants and agrees that, after the Distribution Date, except as permitted by Section 26, it shall not take (or permit
any Subsidiary of the Company to take) any action if at the time such action is taken it is intended or reasonably foreseeable
that such action will reduce or otherwise limit the benefits the holders of Rights would have had absent such action, including
the benefits under Sections 11 and 12. Any action taken by the Company during any period after any Person becomes an Acquiring
Person but prior to the Distribution Date shall be null and void unless such action could be taken under this Section 14(b) from
and after the Distribution Date. The Company shall not consummate any Business Combination if (i) any issuer of Common Shares
for which Rights may be exercised after such Business Combination in accordance with Section 11(c) shall have taken any action
that reduces or otherwise limits the benefits the holders of Rights would have had absent such action, including the benefits
under Sections 11 and 12, (ii) at the time of or immediately after such consolidation, merger, sale, transfer or other transaction
there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially
diminish or otherwise eliminate the benefits intended to be afforded by the Rights, (iii) prior to, simultaneously with or immediately
after such consolidation, merger, sale, transfer or other transaction, the stockholders of the Person who constitutes, or would
constitute, the issuer for purposes of Section 11(c) hereof shall have received a distribution of Rights previously owned by such
Person or any of its Affiliates or Associates or (iv) the form or nature of organization of the issuer would preclude or limit
the exercisability of the Rights.
SECTION
15. Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to, issue fractions of Rights or distribute
Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, the Company may pay 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 purposes of this Section 15(a), the current market value
of a whole Right shall be the closing price of the Rights (as determined pursuant to the second sentence of the definition of
Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have
been otherwise issuable.
(b)
The Company may, but shall not be required to, issue fractions of Preferred Shares (other than one one-thousandths (1/1000ths)
of a Preferred Share (as such fraction may be adjusted as provided in this Rights Agreement) or any integral multiple thereof)
upon exercise of the Rights or distribute certificates that evidence fractional Preferred Shares. In lieu of fractional Preferred
Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares or (ii)
in the case of a fraction of a Preferred Share (other than one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction
may adjusted as provided in this Rights Agreement) or any integral multiple thereof), 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, if any are outstanding and publicly traded (or the same fraction of the current market value of one Common
Share times the Formula Number (as defined in the Certificate of Designation) if the Preferred Shares are not outstanding and
publicly traded). For purposes of this Section 15(b), the current market value of a Preferred Share (or Common Share) shall be
the closing price of a Preferred Share (or Common Share) (as determined pursuant to the second sentence of the definition of Market
Value contained in Section 1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment
made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other
than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably practicable, on like terms to
such other securities.
(c)
The Company may, but shall not be required to, issue fractions of Common Shares or Class B Common Shares upon exchange of Rights
pursuant to Section 11(b), or to distribute certificates that evidence fractional Common Shares or Class B Common Shares. In lieu
of such fractional Common Shares or Class B Common Shares, the Company may pay to the registered holders of the Right Certificates
with regard to which such fractional Common Shares or Class B Common Shares would otherwise be issuable an amount in cash equal
to the same fraction of the current Market Value of one Common Share or one Class B Common Share as of the date on which a Person
became an Acquiring Person.
(d)
Each holder of Rights by the acceptance of such Rights expressly waives such holder’s right to receive any fractional Rights
or any fractional shares upon exercise of a Right except as provided in this Section 15.
(e)
Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i)
promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such
payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the
Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying
upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for
fractional Rights or fractional shares under any Section of this Rights Agreement relating to the payment of fractional
Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient
monies.
(f)
The Company shall provide an initial funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu of fractional
shares to the extent cash is required to be paid in lieu of fractional shares. From time to time thereafter, Computershare may
request additional funding to cover fractional payments. Computershare shall have no obligation to make fractional payments unless
the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto.
SECTION
16. Rights of Action. (a) All rights of action in respect of this Rights Agreement, excepting the rights of action given to the
Rights Agent under Sections 19 and 21, 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 Class B Common Shares); and any registered holder of any
Right Certificate (or, prior to the Distribution Date, of the Common Shares or Class B 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 or
Class B 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
Rights 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 Rights Agreement and shall be entitled
to specific performance of the obligations of any Person under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Rights Agreement. Notwithstanding anything in this Rights 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 Rights Agreement by reason of any preliminary or permanent injunction or
other order, judgment decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental,
regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however,
the Company must use reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned
as soon as possible.
(b)
Subject to Section 21, any holder of Rights who prevails in an action to enforce the provisions of this Rights Agreement shall
be entitled to recover the reasonable costs and expenses, including attorneys’ fees, incurred in such action.
SECTION
17. Transfer and Ownership of Rights and Right Certificates. (a) Prior to the Distribution Date, the Rights shall be transferable
only in connection with the transfer of the Common Shares and Class B Common Shares and the Right associated with each such Common
Share or Class B Common Share shall be automatically transferred upon the transfer of each such Common Share or Class B Common
Share, as the case may be.
(b)
After the Distribution Date, the Right Certificates shall be transferable, subject to Section 7(e), 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 and with the appropriate forms and, subject to the reasonable satisfaction of the Rights Agent and the Company, certificates
properly completed and duly executed.
(c)
The Company and the Rights Agent may deem and treat the Person in whose name a Right Certificate (or, prior to the Distribution
Date, the associated Common Shares or Class B 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 certificate
for Common Shares or Class B Common Shares made by anyone other than the Company or the Rights Agent) for all purposes whatsoever,
and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
SECTION
18. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote
or receive dividends or other distributions 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 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, including 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, or to receive dividends or other distributions 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 19. Concerning the Rights Agent.
(a) The Company shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation,
delivery, amendment, administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder, including
any taxes or governmental charges imposed as a result of the action taken by it hereunder (other than any taxes on the fees payable to
it). The provisions of this Section 19 and Section 21 below shall survive the termination of this Rights Agreement, the exercise or expiration
of the Rights and the resignation, replacement, or removal of the Rights Agent.
(b)
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 acceptance and administration of this Rights Agreement and the exercise and performance of its duties
hereunder in reliance upon any Right Certificate or certificate for the Common Shares, Class B 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 expressly
required hereunder, verified or acknowledged, by the proper Person or Persons, or upon the written advice or opinion of counsel
as set forth in Section 21. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive
notice thereof hereunder and, subject to Section 21(c), the Rights Agent shall be fully protected and incur no liability for failing
to take action in connection therewith unless and until it has received such notice in writing.
SECTION
20. Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to
which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the shareholder services
or 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 Rights Agreement without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however , that such Person would be eligible for appointment as a successor Rights Agent
under the provisions of Section 22. In case, at the time such successor Rights Agent shall succeed to the agency created by
this Rights 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 Rights Agreement.
(b)
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 Rights Agreement.
SECTION
21. Duties of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Rights
Agreement (and no implied duties and obligations) upon the following terms and conditions, by all of which the Company and the
holders of Right Certificates (or, prior to the Distribution Date, of the Common Shares and Class B Common Shares), by their acceptance
thereof, shall be bound:
(a)
The Rights Agent may consult with legal counsel (who may be legal counsel for the Company or legal counsel for the Rights
Agent), and the written advice or opinion of such counsel shall be full and complete authorization and protection to the
Rights Agent and, subject to Section 21(c), the Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted by it in accordance with such written advice or opinion.
(b)
Whenever in the performance of its duties under this Rights Agreement the Rights Agent shall deem it necessary or desirable
that any fact or matter (including the identity of any Acquiring Person and the determination of the current per share market
price of any security) be proved or established by the Company prior to taking, suffering or omitting to take any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to
be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, any Vice Chairman of
the Board, the Chief Executive Officer, the President, a Vice President (whether preceded by any additional title), the
Treasurer or the Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete
authorization and protection to the Rights Agent and, subject to Section 21(c), the Rights Agent shall incur no liability for
or in respect of any action taken, suffered or omitted by it 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 (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable
judgment of a court of competent jurisdiction). In no event shall the Rights Agent be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kind whatsoever arising out of any act or failure to act hereunder
(including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or
damage.
(d)
Subject to Section 21(c), the Rights Agent shall not be liable for or by reason of any of the statements of fact or
recitals contained in this Rights Agreement or in the Right Certificates (except as to 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 responsibility in respect of the validity of this Rights Agreement or the execution
and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any
Right Certificate (except its countersignature thereof) and, subject to Section 21(c), shall have no liability therefor; nor
shall it be responsible for any breach by the Company of any covenant or condition contained in this Rights Agreement or in
any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights
becoming null and void pursuant to Section 7(e)) or any change or adjustment in the terms of Rights as required under the
provisions of Section 11 or 12 or responsible for the manner, method or amount of any such change or adjustment 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 actual notice of any such adjustment pursuant to Section 13); nor shall it by
any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Preferred
Shares or Common Shares to be issued pursuant to this Rights Agreement or any Right Certificate or as to whether any
Preferred Shares or Common Shares will, when so issued, be validly authorized and issued, fully paid and
nonassessable.
(f)
The Company agrees that it shall 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 Rights Agreement.
(g)
The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties
hereunder from any one of the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, a
Vice President (whether preceded by any additional title), the Secretary, Assistant Secretary or the Treasurer of the
Company, in connection with its duties and such instructions shall be full authorization and protection to the Rights Agent
and, subject to Section 21(c), the Rights Agent shall not be liable for or in respect of any action taken, suffered or
omitted by it in accordance with any such instructions or for any delay in acting while waiting for such instructions. In the
event of any conflict or inconsistency between or among any such instructions, the later in time shall govern. Any
application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth
in writing any action proposed to be taken, suffered or omitted by the Rights Agent under this Rights Agreement and the date
on and/or after which such action shall be taken or suffered or such omission shall be effective. Subject to Section 21(c),
the Rights Agent shall not be liable for any action taken or suffered by, or omission of, the Rights Agent in accordance with
a proposal included in any such application on or after the date specified in such application.
(h) The Rights Agent and any stockholder, affiliate,
director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the Company or its Subsidiaries may be interested, or contract with or lend money to
the Company or its Subsidiaries or otherwise act as fully and freely as though it were not the Rights Agent under this Rights Agreement.
Nothing herein shall preclude the Rights Agent or any stockholder, affiliate, director, officer, or employee from acting in any other
capacity for the Company or for any other Person.
(i)
If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained
in the form of assignment or the form of election to purchase set forth on the reverse thereof, as the case may be, has
either not been properly completed or indicates an affirmative response to any clause thereof, the Rights Agent shall not
take any further action with respect to such requested exercise or transfer without first consulting with the
Company.
(j)
The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder 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, absent gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of
competent jurisdiction) in the selection and continued employment thereof.
(k)
The Company shall indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, damage,
claim or expense (including reasonable fees and expenses of legal counsel) that the Rights Agent may incur resulting from any
action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and
performance of its duties under this Rights Agreement; provided , however , that the Rights Agent shall not be indemnified or
held harmless with respect to any such loss, liability, damage or expense incurred by the Rights Agent as a result of, or
arising out of, its own gross negligence, bad faith or willful misconduct. In the event the Rights Agent shall have notice of
any such assertion of an action, proceeding, suit or claim or have been served with the summons or other first legal process
giving information as to the nature and basis of the action, proceeding, suit or claim, the Rights Agent shall promptly
notify the Company of the assertion of any action, proceeding, suit or claim against the Rights Agent. The Rights Agent
agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may
seek indemnification from the Company without the prior written consent of the Company, which consent shall not be
unreasonably withheld. If a final, non-appealable judgment of a court of competent jurisdiction shall be issued in favor of
the Rights Agent in respect of an action by the Rights Agent to enforce the indemnification provisions of this Section 21(k),
then the Company shall reimburse the Rights Agent’s for all reasonable costs and expenses in enforcing such
indemnification provisions and its rights to reimbursement hereunder.
(l)
No provision of this Rights Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it believes that
repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to
it.
(m)
Notwithstanding anything contained herein to the contrary, the Rights Agent’s aggregate liability during any term of
this Rights Agreement with respect to, arising from, or arising in connection with this Rights Agreement, or from all
services provided or omitted to be provided under this Rights Agreement, whether in contract, or in tort, or otherwise, is
limited to, and shall not exceed, the amounts paid hereunder by the Company to Rights Agent as fees and charges, but not
including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Rights
Agent is being sought.
(n)
The Rights Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder
with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any
duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon
the Company.
(o)
The Rights Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations
relating to any registration statement filed with the Securities and Exchange Commission or this Rights Agreement, including
without limitation obligations under applicable regulation or law.
(p)
The Rights Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the
express provisions hereof (and no duties or obligations shall be inferred or implied). The Rights Agent shall not assume any
obligations or relationship of agency or trust with any of the owners or holders of the Rights.
(q)
The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of
signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer
Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to,
or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such
law, act, or regulation may thereafter have been altered, changed, amended or repealed.
(r)
In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction,
direction, request or other communication, paper or document received by the Rights Agent in connection with the performance
of its duties hereunder, the Rights Agent shall notify the Company of such ambiguity or uncertainty and, may, in its sole
discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, the
holder of any Right Certificate or any other person or entity for refraining from taking such action, unless the Right Agent
receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable
satisfaction of Rights Agent.
SECTION 22. Change of Rights Agent. Subject
to Section 25, the Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement
upon 30 days’ notice in writing mailed to the Company and, in the event the Rights Agent or one of its Affiliates is not the transfer
agent to the Company, to each transfer agent of the Common Shares, the Class B Common Shares and the Preferred Shares known to the Rights
Agent. The Company shall notify the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares and the
Class B Common Shares) by first-class mail. In the event any transfer agency relationship in effect between the Company and the Rights
Agent or any of its Affiliates terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties
as Rights Agent under this Rights Agreement as of the effective date of such termination, and the Company shall be responsible for distributing
any required notice to other Persons. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice
in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and in the event the Rights Agent or any one of
its Affiliates is not the transfer agent to the Company, to each transfer agent of the Common Shares, the Class B Common Shares and the
Preferred Shares by registered or certified mail, and to the holders of the Right Certificates (or, prior to the Distribution Date, of
the Common Shares and the Class B Common Shares) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment
within a period of 30 days after giving 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 (or, prior to the Distribution Date, of the Common
Shares and the Class B Common Shares) (who shall, with such notice, submit such holder’s Right Certificate or, prior to the Distribution
Date, the certificate representing such holder’s Common Shares or Class B Common Shares, for inspection by the Company), then the
registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares) 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 Person organized and doing business under the laws of the United States, in good standing,
which is authorized under such laws to exercise stock transfer or corporate trust 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 (with its direct or indirect
parents and Subsidiaries) and surplus of at least $50,000,000; provided , however , that the principal transfer agent for the Common Shares
shall in any event be qualified to be the Rights Agent. 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 reasonable further assurance, conveyance, act or deed necessary for the purpose, without limiting any of its rights or remedies hereunder.
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, the Class B Common Shares and the Preferred Shares, and mail a notice thereof in writing
to the registered holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares).
Failure to give any notice provided for in this Section 22, 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
23. Issuance of Additional Rights and Right Certificates. Notwithstanding any of the provisions of this Rights 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 to reflect any adjustment or change made in accordance with the provisions of this Rights Agreement.
In addition, in connection with the issuance or sale of Common Shares or Class B Common Shares following the Distribution Date
and prior to the earlier of the Redemption Date and the Expiration Date, the Company (a) shall, with respect to Common Shares
so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion
or exchange of securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate
by the Board, 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 if, and to the extent that, the Company shall be advised
by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person
to whom such Right Certificate would be issued, (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 and (iii) no such Right Certificate shall be issued
to an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
SECTION
24. Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Distribution Date and
(ii) the Expiration Date, order the redemption of all, but not fewer than all, the then outstanding Rights at the Redemption Price
(the date of such redemption being the “ Redemption Date ”), and the Company, at its option, may pay the Redemption
Price either in cash or Common Shares or other securities of the Company deemed by the Board, in the exercise of its sole
discretion, to be at least equivalent in value to the Redemption Price.
(b)
Immediately upon the action of the Board ordering the redemption of the Rights (or at such later time as the Board may establish
for the effectiveness of such redemption), 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. Promptly after
the action of the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights
Agent and the holders of the then outstanding Rights by mailing such notice to all such holders 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 and Class B Common Shares. Each such notice of redemption shall state the method by which payment of the
Redemption Price will be made. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been
duly given, whether or not the holder of Rights receives such notice. In any case, failure to give such notice by mail, or any
defect in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights.
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 except as specifically set forth in this Section or in Section 11(b) or in connection with the purchase of Common Shares
or Class B Common Shares prior to the Distribution Date.
SECTION
25. Notices. Notices or demands authorized by this Rights Agreement to be given or made by the Rights Agent or by the holder of
a Right Certificate (or, prior to the Distribution Date, of the Common Shares or Class B Common Shares) to or on the Company shall
be sufficiently given or made in writing and when sent by first-class mail, postage-prepaid, or a nationally recognized overnight
courier, addressed (until another address is filed in writing with the Rights Agent) as follows:
Centrus
Energy Corp.
Two
Democracy Center,
6903
Rockledge Drive
Bethesda,
Maryland 20817
Attention:
General Counsel
Subject
to the provisions of Section 22, any notice or demand authorized by this Rights Agreement to be given or made by the Company or
by the holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares or Class B Common Shares) to or
on the Rights Agent shall be sufficiently given or made in writing and when sent by first-class mail, postage-prepaid, or nationally
recognized overnight courier addressed (until another address is filed in writing with the Company) as follows:
Computershare
Trust Company, N.A.
Computershare
Inc.
250
Royall Street
Canton,
MA 02021
Attention:
Client Services
Notices
or demands authorized by this Rights Agreement to be given or made by the Company or the Rights Agent to any holder of a
Right Certificate (or, prior to the Distribution Date, of the Common Shares or Class B Common Shares) shall be sufficiently
given or made in writing and sent by first-class mail, postage-prepaid, or nationally recognized overnight courier, addressed
to such holder at the address of such holder as shown on 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 and Class B Common Shares.
SECTION 26. Supplements and Amendments.
At any time prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company may, and the Rights Agent
shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any manner which the Company may deem necessary
or desirable (including the date on which the Distribution Date or Expiration Date shall occur, the amount of the Purchase Price, the
definition of “Acquiring Person” or the time during which the Rights may be redeemed pursuant to Section 24) without the approval
of any holder of the Rights. From and after the Distribution Date, and subject to applicable law, the Company may, and the Rights Agent
shall if the Company so directs, amend this Rights Agreement without the approval of any holders of Right Certificates (a) to cure any
ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision of
this Rights Agreement or (b) to otherwise change or supplement any other provisions in this Rights Agreement in any matter which the Company
may deem necessary or desirable and which does not adversely affect the interests of the holders of Right Certificates (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person), any such supplement or amendment to be evidenced in writing. Any
supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall
be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after the Distribution
Date. All supplements and amendments shall be in writing and must be authorized by the Board. Upon delivery of a certificate from an appropriate
officer of the Company that states that the proposed supplement or amendment complies with this Section 26, the Rights Agent shall execute
such supplement or amendment. Notwithstanding anything to the contrary contained in this Rights Agreement, the Rights Agent may, but shall
not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations, or
immunities under this Rights Agreement. In addition, notwithstanding anything to the contrary contained in this Rights Agreement, no supplement
or amendment to this Rights Agreement shall be made which extends the date on which the Expiration Date shall occur or reduces the Redemption
Price (except as required by Section 12(a)). Time shall be of the essence of this Rights Agreement, including as to entering into any
amendments or supplements pursuant to this Section 26.
SECTION
27. Successors. All the covenants and provisions of this Rights 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
28. Benefits of Rights Agreement; Determinations and Actions by the Board, etc. (a) Nothing in this Rights 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, of the Common Shares and Class B Common Shares) any legal or equitable right, remedy or
claim under this Rights Agreement; but this Rights 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, of the Common Shares and Class
B Common Shares).
(b)
Except as explicitly otherwise provided in this Rights Agreement, the Board shall have the exclusive power and authority to
administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board or to the Company,
or as may be necessary or advisable, in the administration of this Rights Agreement, including the right and power to (i)
interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend this Rights
Agreement and a determination of whether there is an Acquiring Person). For all purposes of this Rights 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, will be made in
accordance with, as the Board deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act or the provisions of Section 382. All such actions, calculations, interpretations and
determinations that are done or made by the Board in good faith shall be final, conclusive and binding on the Company, the
Rights Agent (except with respect to rights, duties, obligations and immunities of the Rights Agent hereunder) and the
holders of Rights, as such, and all other Persons. The Rights Agent shall always be entitled to assume that the Board acted
in good faith and shall be fully protected and incur no liability in reliance thereon. For all purposes of this Rights
Agreement, any calculation of the number of Common Shares or Class B Common Shares outstanding at any particular time,
including for purposes of determining the particular percentage of such outstanding Common Shares or Class B Common Shares of
which any Person is the Beneficial Owner, will be made in accordance with, as the Board deems to be applicable, the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of
Section 382.
(c)
Nothing contained in this Rights Agreement shall be deemed to be in derogation of the obligation of the Board to exercise its
fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board
shall not be entitled to reject any tender offer or other acquisition proposal, or to recommend that holders of Common Shares
and Class B Common Shares reject any tender offer, or to take any other action (including the commencement, prosecution, defense
or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any
tender offer or other acquisition proposal that the Board believes is necessary or appropriate in the exercise of such fiduciary
duty.
SECTION
29. Severability. If any term, provision, covenant or restriction of this Rights 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 Rights Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided
, however , that if the absence of such excluded provision shall, in the reasonable judgment of the Rights Agent, materially and
adversely its rights, immunities, duties or obligations under this Rights Agreement, the Rights Agent shall be entitled to resign
on the next Business Day.
SECTION
30. Governing Law. This Rights Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made
under the law of the State of Delaware and for all purposes shall be governed by and construed in accordance with the law of
such State applicable to contracts to be made and performed entirely within such State. The Company and each holder hereby
irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court will
lack subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or
proceeding arising out of or relating to this Rights Agreement. The Company and each holder acknowledge that the forum
designated by this Section 30 has a reasonable relation to this Rights Agreement and to such Persons’ relationship with
one another. The Company and each holder hereby waive, to the fullest extent permitted by applicable law, any objection which
they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought
in any court referred to in this Section 30. The Company and each holder undertake not to commence any action subject to this
Rights Agreement in any forum other than the forum described in this Section 30. The Company and each holder agree that, to
the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding
brought in any such court will be conclusive and binding upon such Persons.
SECTION 31. Counterparts; Effectiveness.
This Rights 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. A signature to this Rights Agreement
transmitted electronically shall have the same authority, effect, and enforceability as an original signature. This Rights Agreement shall
be effective as of the Close of Business on the date hereof.
SECTION
32. Descriptive Headings. Descriptive headings of the several Sections of this Rights Agreement are inserted for convenience only
and shall not control or affect the meaning or construction of any of the provisions of this Rights Agreement.
SECTION
33. 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 acts of God, terrorist acts, shortage of
supply, breakdowns or malfunctions, interruptions or malfunctions 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.
SECTION
34. Process to Seek Exemption. Any Person who desires to effect any acquisition of securities that would, if consummated,
result in such Person becoming an Acquiring Person (a “ Requesting Person ”) may, prior to such time and in
accordance with this Section 34, request that the Board grant an exemption with respect to such acquisition under this Rights
Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of
this Rights Agreement (an “ Exemption Request ”). An Exemption Request shall be in proper form and shall be
delivered by overnight delivery service or first-class mail, postage-prepaid, to the Secretary of the Company at the
principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the
Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b)
the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and
Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which
the Requesting Person would propose to become an Acquiring Person and the maximum number and percentage of Common Shares that
the Requesting Person proposes to acquire. The Board, or a duly constituted committee of Independent Directors, shall make a
determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any
event, within ten Business Days) after receipt thereof; provided , that the failure of the Board (or any such committee) to
make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The
Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and
its advisors to assist the Board in making its determination. The Board, or a duly constituted committee of Independent
Directors, shall only grant an exemption in response to an Exemption Request if the Board determines in its sole
discretion, or such committee determines in its sole discretion, that the acquisition of Beneficial Ownership of Common
Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated
transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking
into account such facts and circumstances as the Board (or any such committee) reasonably deems relevant or (ii) is otherwise
in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject
to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire
Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in
each case as and to the extent the Board, or a duly constituted committee of Independent Directors, shall determine necessary
or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the
Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law,
the Company shall maintain the confidentiality of such Exemption Request and the Board’s (or any such
committee’s) determination with respect thereto, unless the information contained in the Exemption Request or the
Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be
considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority
of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption
Request.
SECTION
35. Tax Benefits Review. In addition to the review and evaluation otherwise contemplated by this Rights Agreement, the Board,
or a duly constituted committee of Independent Directors, shall review the calculation for determining whether an ownership change
has occurred under Section 382 once per year (or with such greater frequency as the Board (or any such committee), in its sole
discretion, shall determine is advisable). The Board (or any such committee) shall determine after such review whether maintenance
of this Rights Agreement continues to be advisable in order to preserve the value of the NOLs and other Tax Benefits, taking into
account such facts and circumstances as the Board (or any such committee) reasonably deems relevant.
SECTION
36. Bank Account(s). All funds received by Computershare under this Rights Agreement that are to be distributed or applied by
Computershare in the performance of services hereunder (the “ Funds ”) shall be held by Computershare as agent for
the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company.
Until paid pursuant to the terms of this Rights Agreement, Computershare will hold the Funds through such accounts in: deposit
accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P
(LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as
reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that
may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default
by any bank, financial institution or other third party.
SECTION
37. Confidentiality. The Rights Agent and the Company agree that all books, records, information and data pertaining to the business
of the other party, including inter alia, personal, non-public rights holder information, which are exchanged or received pursuant
to the negotiation or the carrying out of this Rights Agreement, including the fees for services set forth in the attached schedule,
shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including,
without limitation, pursuant to subpoenas from state or federal government authorities.
SECTION
38. Customer Identification Program. The Company acknowledges that the Rights Agent is subject to the customer
identification program (“ Customer Identification Program ”) requirements under the USA PATRIOT Act and its
implementing regulations, and that the Rights Agent must obtain, verify and record information that allows the Rights Agent
to identify the Company. Accordingly, prior to accepting an appointment hereunder, the Rights Agent may request information
from the Company that will help the Rights Agent to identify the Company, including without limitation the Company’s
physical address, tax identification number, organizational documents, certificate of good standing, license to do business,
or any other information that the Rights Agent deems necessary. The Company agrees that the Rights Agent cannot accept an
appointment hereunder unless and until the Rights Agent verifies the Company’s identity in accordance with the Customer
Identification Program requirements.
IN
WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to be duly executed as of the day and year first above written.
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CENTRUS ENERGY CORP.,
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by
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Name: Stephen S. Greene
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Title: Senior Vice President, Chief Financial
Officer and Treasurer
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COMPUTERSHARE TRUST COMPANY, N.A.
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COMPUTERSHARE INC.,
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as Rights Agent
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by
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Name:
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Title:
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EXHIBIT
A
CERTIFICATE
OF THE VOTING POWERS,
DESIGNATIONS,
PREFERENCES AND RELATIVE
PARTICIPATING,
OPTIONAL AND OTHER SPECIAL
RIGHTS
AND QUALIFICATIONS, LIMITATIONS
OR
RESTRICTIONS OF SERIES A PARTICIPATING CUMULATIVE
PREFERRED
STOCK OF
CENTRUS
ENERGY CORP.
Pursuant
to Section 151 of the General Corporation Law of the State of Delaware, CENTRUS ENERGY CORP., a corporation organized and existing
under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY
CERTIFY:
That,
pursuant to the authority conferred upon the Board of Directors (the “ Board ”) of CENTRUS ENERGY CORP. (the “
Company ”) by Article Fourth of the Amended and Restated Certificate of Incorporation of the Company, the Board on April
6, 2016, adopted the following resolution designating a new series of preferred stock as Series A Preferred Stock:
RESOLVED,
that, pursuant to the authority vested in the Board of Directors (the “ Board ”) of CENTRUS ENERGY CORP. (the “
Company ”) in accordance with the provisions of the Amended and Restated Certificate of Incorporation of the Company (the
“ Certificate ”) and the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, a series
of preferred stock of the Company is hereby authorized, and the designation and number of shares thereof, and the voting powers,
preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions
thereof, shall be as follows (in addition to the voting powers, preferences and relative, participating, optional and other special
rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate which are applicable to shares
of Preferred Stock, par value $1.00 per share of the Company (the “ Preferred Stock ”)):
SECTION
1. Designation and Number of Shares. The shares of such series shall be designated as “ Series A Participating
Cumulative Preferred Stock ” (the “ Series A Preferred Stock ”). The number of shares initially
constituting the Series A Participating Cumulative Preferred Stock shall be 2,000,000; provided , however , that, if more
than a total of 2,000,000 shares of Series A Preferred Stock shall be issuable upon the exercise of Rights (the “
Rights ”) issued pursuant to the Section 382 Rights Agreement dated as of April 6, 2016, among the Company,
Computershare Inc. (“ Computershare ”) and Computershare Trust Company N.A., a federally chartered trust company
(together with Computershare, the “ Rights Agreement “), the Board, pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed,
acknowledged, filed and recorded, in accordance with the provisions of Section 103 thereof, providing for the total number of
shares of Series A Preferred Stock authorized to be issued to be increased (to the extent that the Certificate then permits)
to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such
Rights.
SECTION
2. Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of Preferred
Stock or other class of capital stock of the Company ranking superior to the shares of Series A Preferred Stock with respect
to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the
Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day
of each fiscal quarter in each year, or such other dates as the Board shall approve (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 a fraction of a share of Series A Preferred Stock, in the amount of $1.00 per whole share
(rounded to the nearest cent) less the amount of all cash dividends declared on the Series A Preferred Stock pursuant to the
following clause (2) 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 (the total of
which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash
dividend declared on the shares of Class A Common Stock, par value $0.10 per share, of the Company (the “ Common Stock
”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then
in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any
dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration
(other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall
simultaneously pay or make on each outstanding whole share of Series A Preferred Stock a dividend or distribution in like
kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used
herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after April 6, 2016, the
Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution
on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of
Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the
outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula
Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event
by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such
event (and rounding the result to the nearest whole number); and provided further that, if at any time after April 6, 2016,
the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of
Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger,
reclassification or change so that each share of Preferred Stock continues to be the economic equivalent of a Formula Number
of shares of Common Stock prior to such merger, reclassification or change.
(b)
The Company shall declare a cash dividend on the Series A Preferred Stock as provided in Section 2(a) immediately prior to or
at the same time it declares a cash dividend on the Common Stock; provided, however, that, in the event no cash dividend shall
have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, during the period between the first issuance
of any share or fraction of a share of Series A Preferred Stock, a dividend of $0.10 per whole share on the Series A Preferred
Stock shall nevertheless accrue on such subsequent Quarterly Dividend Payment Date or the first Quarterly Dividend Payment Date,
as the case may be. The Board may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled
to receive a dividend or distribution declared thereon, which record date shall be the same as the record date for any corresponding
dividend or distribution on the Common Stock.
(c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from and after 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 and be cumulative from and after 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 and after 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.
(d)
So long as any shares of Series A Preferred Stock are outstanding, no dividends or other distributions shall be declared, paid
or distributed, or set aside for payment or distribution, on the Common Stock or Class B Common Stock, par value $0.10 per share,
of the Company (the “ Class B Common Stock ”) unless, in each case, the dividend required by this Section 2 to be
declared on the Series A Preferred Stock shall have been declared and set aside.
(e)
The holders of shares of Series A Preferred Stock shall not be entitled to receive any dividends or other distributions except
as herein provided.
SECTION
3. Voting Rights. The holders of shares of Series A Preferred Stock, in addition to the voting rights provided by law, shall have
the following voting rights:
(a)
Each holder of Series A Preferred Stock shall be entitled to a number of votes equal to the Formula Number then in effect,
for each share of Series A Preferred Stock held of record, multiplied by the maximum number of votes per share which any
holder of Common Stock or stockholders generally then have with respect to such matter (assuming any holding period or other
requirement to vote a greater number of shares is satisfied).
(b)
Except as otherwise herein provided or by the Certificate or applicable law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock shall vote together as one class for the election of directors of the Company
and on all other matters submitted to a vote of the holders of Common Stock of the Company.
(c)
If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly
dividends (whether or not consecutive) payable on any share or shares of Series A Preferred Stock or Class B Common Stock, as
the case may be, are in default, the number of directors constituting the Board shall be increased by two. In addition to
voting together with the holders of Common Stock for the election of other directors of the Company, the holders of record of
the Series A Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled
at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears
have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Company,
the holders of any Series A Preferred Stock being entitled to cast a number of votes per share of Series A Preferred Stock
equal to the Formula Number. Until the default in payments of all dividends which permitted the election of said directors
shall cease to exist, any director who shall have been so elected pursuant to the next preceding sentence may be removed at
any time, without cause, only by the affirmative vote of the holders of the shares of Series A Preferred Stock at the
time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting
of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and
when such default shall cease to exist, the holders of the Series A Preferred Stock shall be divested of the foregoing
special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends.
Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected
directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the
Board shall be reduced by two. The voting rights granted by this Section 3(d) shall be in addition to any other voting rights
granted to the holders of the Series A Preferred Stock in this Section.
(d)
Except as provided herein or by the Certificate or applicable law, holders of Series A Preferred Stock shall have no special
voting rights and their consent shall not be required for authorizing or taking any corporate action.
(e)
Subject to Section 7(e) of the Rights Agreement, to the extent that a Right issued in respect of a share of Class B Common
Stock is exercised by such holder of Class B Common Stock (a “ Class B Holder ”) for Series A Preferred Stock (or
a fraction thereof) in accordance with the Rights Agreement (the “ Class B Exercise ”), such Class B Holder of
Series A Preferred Stock (or fraction thereof) shall (x) be entitled to, in lieu of the voting rights provided under Section
3(a) above, a number of votes equal to the Formula Number (and in the case of a fraction of Series A Preferred Stock, the
applicable fraction of the Formula Number) then in effect, for each share of Series A Preferred Stock (or fraction thereof)
issued with respect to such Class B Exercise and held of record by such Class B Holder, multiplied by the maximum number of
votes per share which any holder of Class B Common Stock generally then have with respect to such matter (assuming any
holding period or other requirement to vote a greater number of shares is satisfied) and (y) vote together with the holders
of shares of Class B Common Stock as one class for the election of Class B Common Stock directors of the Company and on all
other matters submitted to a vote of the holders of Class B Common Stock of the Company; provided , however , that upon (i)
transfer by such Class B Holder of such Series A Preferred Stock (or fraction thereof) to a Person who is not a holder of
Class B Common Stock (and who was not and is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person),
then the voting rights of such Series A Preferred Stock (or fraction thereof) shall instead be governed by Sections 3(a) and
3(b) above, or (ii) the conversion of such share of Class B Common Stock that is the subject of such Class B Exercise into a
share of Common Stock in accordance with the Amended and Restated Certificate of Incorporation of the Company, then, in
either case, the voting rights of such Series A Preferred Stock (or fraction thereof) issued in respect of such Class B
Common Stock shall instead be governed by Sections 3(a) and 3(b) above.
SECTION
4. Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions 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 Company 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
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 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 on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Preferred Stock; provided , however , that the Company may at
any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the
Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred
Stock; or
(iv)
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) to all holders of such shares upon such terms as the Board, 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 Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock
of the Company unless the Company could, under Section 4(a), purchase or otherwise acquire such shares at such time and in such
manner.
SECTION
5. Liquidation Rights. Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, no
distribution shall be made (1) to the holders of any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of
Series A Preferred Stock shall have received an amount equal to the accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, plus an amount equal to the greater of (x) $1,000 per whole share or
(y) an aggregate amount per share equal to the Formula Number then in effect times the aggregate amount to be distributed per
share to holders of Common Stock or (2) to the holders of 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 distributions made ratably on the
Series A Preferred Stock and all other 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; provided , that no holder of any Series A Preferred
Stock shall be authorized or entitled to receive upon involuntary liquidation of the Company an amount in excess of $100 per
share of Series A Preferred Stock. Neither the merger or consolidation of the Company into or with another entity nor the
merger or consolidation of any other entity into or with the Company shall be deemed to be a liquidation, dissolution or
winding up of the Company within the meaning of this Section 5.
SECTION
6. Consolidation, Merger, etc. In case the Company 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 or any
other property, then in any such case the then outstanding shares of Series A Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share equal to the Formula Number then in effect times the aggregate amount
of stock, securities, cash or any other property (payable in kind), as the case may be, into which or for which each share of
Common Stock is exchanged or changed. In the event both this Section 6 and Section 2 appear to apply to a transaction, this
Section 6 will control.
SECTION
7. No Redemption; No Sinking Fund; No Conversion. (a) The shares of Series A Preferred Stock shall not be subject to
redemption by the Company or at the option of any holder of Series A Preferred Stock; provided, however, that, subject to
Section 4(a)(iv), the Company may purchase or otherwise acquire outstanding shares of Series A Preferred Stock in the open
market or by offer to any holder or holders of shares of Series A Preferred Stock.
(b)
The shares of Series A Preferred Stock shall not (i) be subject to or entitled to the operation of a retirement, sinking fund
or purchase fund or (ii) be convertible into or exchangeable for shares of any other class or series.
SECTION
8. Ranking. The Series A Preferred Stock shall rank junior to all other series of Preferred Stock of the Company unless the
Board shall specifically determine otherwise in fixing the powers, preferences and relative, participating, optional and
other special rights of the shares of such series and the qualifications, limitations and restrictions thereof.
SECTION
9. Fractional Shares. The Series A Preferred Stock shall be issuable upon exercise of the Rights issued pursuant to the
Rights Agreement in whole shares or in any fraction of a share that is one one-thousandth of a share (as such fraction may be
adjusted as provided in the Rights Agreement) or any integral multiple of such fraction which shall entitle the holder, in
proportion to such holder’s fractional shares, to receive dividends, exercise voting rights, participate in
distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. In lieu of fractional
shares, the Company, prior to the first issuance of a share or a fraction of a share of Series A Preferred Stock, may elect
(a) to make a cash payment as provided in the Rights Agreement for fractions of a share other than one one-thousandths of a
share (as such fraction may be adjusted as provided in the Rights Agreement) or any integral multiple thereof or (b) to issue
depository receipts evidencing such authorized fraction of a share of Series A Preferred Stock pursuant to an appropriate
agreement between the Company and a depository selected by the Company; provided , however , that such agreement shall
provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are
entitled as holders of the Series A Preferred Stock.
SECTION
10. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock, without designation as to series until such shares are
once more designated as part of a particular series by the Board pursuant to the provisions of the Certificate.
SECTION
11. Amendment. So long as any shares of Series A Preferred Stock shall be outstanding, (i) none of the powers, preferences
and relative, participating, optional and other special rights of the Series A Preferred Stock as herein provided shall be
amended in any manner which would alter or change the powers, preferences, rights or privileges of the holders of Series A
Preferred Stock so as to affect them adversely and (ii) no amendment, alteration or repeal of the Certificate or of the
By-laws of the Company shall be effected so as to affect adversely any of such powers, preferences, rights or privileges, in
each case without the affirmative vote of the holders of at least 66-2/3% of the outstanding shares of Series A Preferred
Stock, voting as a separate class; provided , however , that no such amendment, alteration or repeal approved by the holders
of at least 66-2/3% of the outstanding shares of Series A Preferred Stock shall be deemed to apply to the powers,
preferences, rights or privileges of any holder of shares of Series A Preferred Stock originally issued upon exercise of the
Rights after the time of such approval without the approval of such holder.
IN
WITNESS WHEREOF, the Company has caused this Certificate to be duly executed in its corporate name on this 6th day of April, 2016.
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CENTRUS ENERGY CORP.,
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by
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Name:
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Title:
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EXHIBIT
B
[Form
of Right Certificate]
Certificate
No. [R]- ___________ Rights
NOT
EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS AGREEMENT (AS DEFINED BELOW)), OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.0001 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. 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 BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.
Right
Certificate
CENTRUS
ENERGY CORP.
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 Section 382 Rights Agreement dated as of April 6, 2016
as it may be amended from time to time (the “ Rights Agreement ”), among CENTRUS ENERGY CORP., a Delaware corporation
(the “ Company ”), COMPUTERSHARE INC. (“ Computershare ”) and COMPUTERSHARE TRUST COMPANY N.A. (together
with Computershare, the “ Rights Agent ”), unless the Rights evidenced hereby shall have been previously redeemed
or exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as defined in the Rights Agreement)
and at or prior to the earlier of (i) the Final Expiration Date (as defined in the Rights Agreement), (ii) the Redemption Date
(as defined in the Rights Agreement), (iii) the Close of Business (as defined in the Rights Agreement) on the effective date of
the repeal of Section 382 or any successor statute if the Board of the Directors of the Company determines that the Rights Agreement
is no longer necessary or desirable for the preservation of NOLs (as defined in the Rights Agreement) or other Tax Benefits (as
defined in the Rights Agreement), (iv) the Close of Business on the first day of a taxable year of the Company to which the Board
of Directors of the Company determines that no NOLs or other Tax Benefits may be carried forward, or (v) the Close of Business
on the 364 th Day Date (as defined in the Rights Agreement) (the “ Expiration Date ”), at the office or
offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000th) of
a fully paid, nonassessable share of Series A Participating Cumulative Preferred Stock, par value $1.00 per share, of the Company
(the “ Preferred Shares ”), at a purchase price per one one-thousandth (1/1,000th) of a share equal to $100 (the “
Purchase Price ”) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to
Purchase duly executed.
The
Purchase Price and the number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate,
as set forth above, are the Purchase Price and the number and kind of shares which may be so purchased as of [ ], 20[ ]. As provided
in the Rights Agreement, the Purchase Price and the number and kind of shares which may be purchased upon the exercise of each
Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.
If
the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate
of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable
and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise
or transfer any such Right.
This
Right Certificate is subject to all 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 reference to the Rights Agreement 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 above-mentioned
office of the Rights Agent and are also available from the Company upon written request.
This
Right Certificate, with or without other Right Certificates, upon surrender at the office of the Rights Agent designated for such
purpose, 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 and kind of 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 Right Certificate may be redeemed by the Company at its
option at a redemption price (in cash or shares of Class A Common Stock, par value $0.10 per share, of the Company or other securities
of the Company deemed by the Board of Directors of the Company to be at least equivalent in value) of $0.0001 per Right (which
amount shall be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) the Distribution
Date and (ii) the Expiration Date.
The Company may, but shall not be required to, issue
fractions of Preferred Shares or distribute certificates which evidence fractions of Preferred Shares upon the exercise of any Right or
Rights evidenced hereby, in each case other than fractions constituting one-thousandth (1/1,000th) of a share (as such fraction may be
adjusted as provided in the Rights Agreement). In lieu of issuing fractional shares, the Company may elect to make a cash payment as provided
in the Rights Agreement for fractions of a share other than one one-thousandth (1/1,000th) of a share (as such fraction may be adjusted
as provided in the Rights Agreement) or any integral multiple thereof or to issue certificates or utilize a depository arrangement as
provided in the terms of the Rights Agreement and the Preferred Shares.
No
holder of this Right Certificate 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, including, without limitation, 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 other
distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in accordance with the provisions of the Rights Agreement.
This
Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Rights Agent.
WITNESS
the facsimile signature of the proper officers of the Company and its corporate seal.
Dated
as of:
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CENTRUS ENERGY CORP.,
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by
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Name:
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Title:
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Attest:
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Name:
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Title:
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Date
of countersignature:
Countersigned:
COMPUTERSHARE
TRUST COMPANY N.A.
as
Rights Agent,
by
Authorized
Signatory
COMPUTERSHARE
INC.,
as
Rights Agent,
by
Authorized
Signatory
[On
Reverse Side of Right Certificate]
FORM
OF ELECTION TO PURCHASE
(To
be executed by the registered holder if
such
holder desires to exercise the Rights
represented
by this Right Certificate.)
To
the Rights Agent:
The
undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares
(or other shares) issuable upon the exercise of such Rights and requests that certificates for such 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
(Please
print name and address)
Dated:
____________,
Signature
Signature
Guaranteed:
Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program
or the New York Stock Exchange Market LLC Medallion Signature Program.
The
undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of
a person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement),
(2) this Right Certificate is not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person
or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (3) after due inquiry and to the
best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any person
who is or was an Acquiring Person or an Affiliate or Associate thereof.
Dated:
,
Signature
Signature
Guaranteed:
Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program
or the New York Stock Exchange Market LLC Medallion Signature Program.
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 transfer unto
(Please
print name and address of transferee)
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 Corporation, with full power of substitution.
Dated:
____________, ____
Signature
Signature
Guaranteed:
Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program
or the New York Stock Exchange Market LLC Medallion Signature Program.
The
undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred
by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined
in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring
Person, Affiliate or Associate and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire
the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement).
Signature
NOTICE
The
signature on the foregoing Form of Election to Purchase or Form of Assignment must correspond to the name as written upon the
face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.
EXHIBIT
C
RIGHTS
BENEFICIALLY OWNED BY ANY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE
NULL AND VOID AND NONTRANSFERABLE.
SUMMARY
OF RIGHTS TO PURCHASE
SERIES
A PARTICIPATING CUMULATIVE PREFERRED STOCK
OF
CENTRUS ENERGY CORP.
On
April 6, 2016, the Board of Directors (the “Board”) of CENTRUS ENERGY CORP., a Delaware corporation (the “ Company
”), declared a dividend of one right (the “ Rights ”) for each outstanding share of Class A Common Stock, par
value $0.10 per share, of the Company (the “ Common Shares ”) and each share of Class B Common Stock, par value $0.10
per share of the Company (the “ Class B Common Shares ”). The Rights will be issued to the holders of record of Common
Shares and Class B Common Shares outstanding at April 6, 2016 (the “ Record Date ”) and with respect to Common Shares
and Class B Common Shares issued thereafter until the Distribution Date (as defined below). Each Right, when it becomes exercisable
as described below, will entitle the registered holder to purchase from the Company one one-thousandth (1/1,000th) of a share
of Series A Participating Cumulative Preferred Stock, par value $1.00 per share, of the Company (the “ Preferred Shares
”) at a price of $26.00 (the “ Purchase Price ”). The description and terms of the Rights are set forth in a
Section 382 Rights Agreement dated as of April 6, 2016 as it may be amended from time to time (the “ Rights Agreement ”),
among the Company, Computershare Inc. (“ Computershare ”) and Computershare Trust Company N.A., a federally chartered
trust company (together with Computershare, the “ Rights Agent ”).
The
Board adopted the Rights Agreement in an effort to protect shareholder value by, among other things, attempting to protect
against a possible limitation on the Company’s ability to use its net operating loss carryforwards (the
“NOLs”) and other tax benefits to reduce potential future United States Federal income tax obligations
(“Tax Benefits”). The Company has experienced substantial operating losses, and under the Internal Revenue Code
of 1986, as amended (the “Code”), and rules promulgated thereunder, the Company may “carry forward”
these NOLs and other tax benefits in certain circumstances to offset any current and future earnings and thus reduce the
Company’s federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs
and other tax benefits do not otherwise become limited, the Company believes that it will be able to carry forward a
significant amount of NOLs and other tax benefits arising in the future, and therefore these NOLs and other tax benefits
could be a substantial asset to the Company. However, if the Company experiences an “ownership change,” as
defined in Section 382 of the Code, its ability to use the NOLs and other tax benefits will be substantially limited,
including that the timing of the usage of the NOLs and other tax benefits could be substantially delayed, which could
therefore significantly impair the value of those assets.
Until
the earlier of (i) such time as the Company learns that a person or group (including any affiliate or associate of such person
or group) has acquired, or obtained the right to acquire, beneficial ownership of 4.99% or more of the outstanding Common Shares
(any such person or group being called an “ Acquiring Person ”) and (ii) such date, if any, as may be designated by
the Board following the commencement of, or first public disclosure of an intention to commence, a tender or exchange offer for
outstanding Common Shares which could result in such person or group becoming the beneficial owner of 4.99% or more of the outstanding
Common Shares, (the earlier of such dates being called the “ Distribution Date ”), the Rights will be evidenced by
certificates for Common Shares or Class B Common Shares as the case may be, registered in the names of the holders thereof, or,
in the case of Common Shares held in uncertificated form, by the transaction statement or other record of ownership of such Common
Shares, and not by separate Right Certificates. Generally, the Rights Agreement provides that any person or group (including any
affiliate or associate of such person or group) (a “Grandfathered Person”) which beneficially owned (as disclosed
in public filings with the Securities and Exchange Commission) 4.99% or more of the outstanding Common Shares as of the close
of business on the date of the Rights Agreement (the percentage of such ownership, the “Grandfathered Percentage”)
will not be deemed an “Acquiring Person” unless such Grandfathered Person exceeds its Grandfathered Percentage by
0.5% or more of the outstanding shares of Common Stock. If any Grandfathered Person shall sell, transfer or otherwise dispose
of any outstanding Common Shares after the close of business on the date of the Rights Agreement, the related Grandfathered Percentage
shall then mean the lesser of (a) the Grandfathered Percentage as in effect immediately prior to such sale, transfer or disposition
and (b) the percentage of outstanding Common Shares of the Company that such Grandfathered Person beneficially owns immediately
following such sale, transfer or disposition; provided, however, if at any time after the close of business on the date of the
Rights Agreement, such Grandfathered Person is the beneficial owner of less than 4.99% of the outstanding Common Shares, then
such person or group (including any affiliate or associate of such person or group) will cease to be a Grandfathered Person. Additionally,
the Rights Agreement includes procedures whereby the Board, or a duly constituted committee of Independent Directors, will consider
requests to exempt (a) any person or group (including any affiliate or associate of such person or group) (an “Exempt Person”)
that would otherwise be an “Acquiring Person”, or (b) any transaction (an “Exempt Transaction”) resulting
in the beneficial ownership of Common Shares, prior to the consummation of such transaction, from the Acquiring Person trigger,
in each case if the Board, or a duly constituted committee of Independent Directors, determines in its sole discretion either
that such person or group (including any affiliate or associate of such person or group) or such transaction (i) will not jeopardize
or endanger the availability of the NOLs or other tax benefits to the Company or (ii) is otherwise in the best interest of the
Company; provided that, (A) in the case of an Exempt Person, if the Board, or a duly constituted committee of Independent Directors,
later makes a contrary determination with respect to the effect of such person or group’s (including any affiliate or associate
of such person or group) beneficial ownership with respect to the availability to the Company of its NOLs or other tax benefits,
such person or group (including any affiliate or associate of such person or group) shall cease to be an Exempt Person and (B)
in the case of an Exempt Person or Exempt Transaction, the Board, or a duly constituted committee of Independent Directors,
may require the applicable person or group (including any affiliate or associate of such person or group) to make certain representations
or undertakings, the violation or attempted violation of which will be subject to such consequences as the Board, or a duly constituted
committee of Independent Directors, may determine it its sole discretion, including that such person or group (including any affiliate
or associate of such person or group) shall become an “Acquiring Person”.
With
respect to any Common Shares and Class B Common Shares outstanding as of the Record Date, until the earliest of the Distribution
Date, the Redemption Date or the Expiration Date, (i) in the case of certificated shares, the Rights associated with the Common
Shares or Class B Common Shares represented by a certificate shall be evidenced by such certificate along with a copy of this
Summary of Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated
with the Common Shares or Class B Common Shares, as the case may be, represented thereby, and (ii) in the case of Common Shares
held in uncertificated form, the Rights associated with the Common Shares shall be evidenced by the balances indicated in the
book-entry account system of the transfer agent for the Common Shares, and the transfer of any Common Shares in the book-entry
account system of the transfer agent for such Common Shares shall also constitute the transfer of the Rights associated with such
Common Shares. Therefore, until the Distribution Date, the Rights will be transferred with and only with the underlying Common
Shares or Class B Common Shares, as the case may be.
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 and Class B Common Shares as of the close of business on the Distribution
Date, and such separate Right Certificates alone will thereafter evidence the Rights.
The
Rights are not exercisable until the Distribution Date and will expire upon the earlier of (i) the close of business on
April 5, 2019 (ii) the Redemption Date, (iii) the close of business on the effective date of the repeal of Section 382 or any
successor statute if the Board determines that the Rights Agreement is no longer necessary or desirable for the preservation
of NOLs or other Tax Benefits, (iv) the close of business on the first day of a taxable year of the Company to which the
Board determines that no NOLs or other Tax Benefits may be carried forward, or (v) the Close of Business on the 364 th
Day Date (as defined in the Rights Agreement) (the earliest of the events described in clauses (i), (iii), (iv) or (v) being
herein referred to as the “ Expiration Date ”).
The
number of Preferred Shares or other securities issuable upon exercise of the Rights is subject to adjustment by the Board in the
event of any change in the Common Shares, Class B Common Shares or Preferred Shares, whether by reason of stock dividends, stock
splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs,
spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of assets, evidences of indebtedness
or subscription rights, options or warrants to holders of Common Shares, Class B Common Shares or Preferred Shares or otherwise.
The Purchase Price and the number of Preferred Shares or other securities issuable upon exercise of the Rights are subject to
adjustment from time to time in the event of the declaration of a stock dividend on the Common Shares or Class B Common Shares
payable in Common Shares or Class B Common Shares or a subdivision or combination of the Common Shares or Class B Common Shares
prior to the Distribution Date.
The
Preferred Shares are authorized to be issued in fractions which are an integral multiple of one one-thousandth (1/1,000th) of
a Preferred Share. The Company may, but is not required to, issue fractions of shares upon the exercise of Rights (other than
one one-thousandths (1/1000ths) of a Preferred Share (as such fraction may be adjusted as provided in the Rights Agreement) or
any integral multiple thereof), and in lieu of fractional shares, the Company may make a cash payment based on the market price
of such shares on the first trading date prior to the date of exercise or utilize a depositary arrangement as provided by the
terms of the Preferred Shares.
Subject
to the right of the Board to redeem or exchange the Rights as described below, on the first date of public announcement by the
Company or any Acquiring Person that a Person has become an Acquiring Person, or such earlier date as a majority of the Board
shall become aware of the existing of an Acquiring Person, the holder of each Right will thereafter have the right to receive,
upon exercise thereof, for the Purchase Price, that number of one one-thousandths (1/1,000ths) of a Preferred Share equal to the
number of Common Shares which at the time of such transaction would have a market value of twice the Purchase Price. Any Rights
that are or were beneficially owned by an Acquiring Person on or after the Distribution Date will become null and void and will
not be subject to the “flip-in” provision.
In
the event the Company is acquired in a merger or other business combination by an Acquiring Person that is a publicly traded
corporation or 50% or more of the Company’s assets or assets representing 50% or more of the Company’s earning
power are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person that is a
publicly traded corporation, proper provision must be made so that each Right will entitle its holder to purchase, for the
Purchase Price, that number of common shares of such corporation which at the time of the transaction would have a market
value of twice the Purchase Price. In the event the Company is acquired in a merger or other business combination by an
Acquiring Person that is not a publicly traded entity or 50% or more of the Company’s assets or assets representing 50%
or more of the earning power of the Company are sold, leased, exchanged or otherwise transferred (in one or more
transactions) to an Acquiring Person that is not a publicly traded entity, proper provision must be made so that each Right
will entitle its holder to purchase, for the Purchase Price, at such holder’s option, (i) that number of shares of the
surviving corporation in the transaction with such entity which at the time of the transaction would have a book value of
twice the Purchase Price or (ii) that number of shares of such entity which at the time of the transaction would have a book
value of twice the Purchase Price or (iii) if such entity has an affiliate which has publicly traded common shares, that
number of common shares of such affiliate which at the time of the transaction would have a market value of twice the
Purchase Price. The “flip-over” provision only applies to a merger or similar business combination with an
Acquiring Person.
ANY
RIGHTS THAT ARE OR WERE, AT ANY TIME ON OR AFTER THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED BY AN ACQUIRING
PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (OR A TRANSFEREE THEREOF) WILL BECOME NULL AND VOID AND ANY HOLDER
OF ANY SUCH RIGHT (INCLUDING ANY SUBSEQUENT HOLDER) WILL BE UNABLE TO EXERCISE ANY SUCH RIGHT.
The
Rights are redeemable by the Board at a redemption price of $0.0001 per Right (the “ Redemption Price ”) any time
prior to the earlier of (i) the Distribution Date and (ii) the Expiration Date (the date of such redemption being the “
Redemption Date ”). Immediately upon the action of the Board electing to redeem the Rights, and without any further action
and without any notice, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
After
there is an Acquiring Person the Board may elect to exchange each Right (other than Rights owned by an Acquiring Person) for
consideration per Right consisting of (i) one-half of the securities that would be issuable at such time upon the exercise of
one Right pursuant to the terms of the Rights Agreement or (ii) cash, Preferred Shares (including fractions thereof), Common
Shares, in the case of holders of Common Shares (including fractions thereof), Class B Common Shares, in the case of holders
of Class B Common Shares (including fractions thereof), or other equity or debt securities (or any combination of any of the
foregoing) having an aggregate value equal to one-half of the value of Preferred Shares (including fractions thereof) that
would be issuable at such time upon the exercise of one Right pursuant to the terms of the Rights Agreement. Notwithstanding
the foregoing, the Board is not empowered to effect such exchange at any time after any person (other than the Company, any
subsidiary of the Company, any employee benefit plan of the Company or any such subsidiary, or any entity holding Common
Shares for or pursuant to the terms of any such plan), together with all affiliates and associates of such person, becomes
the beneficial owner of 50% or more of the Common Shares then outstanding.
If
the Board elects to mandatorily exchange any Rights, the Board may, at its option and without limiting any rights the Company
may have under the Rights Agreement, cause the Company to enter into one or more arrangements it deems necessary or appropriate
to implement and give effect to such mandatory exchange in the manner contemplated by the Rights Agreement, including by establishing
one or more trusts or other mechanisms for the proper and orderly distribution of the securities and/or cash to be exchanged therefor.
At
any time prior to the date the Company learns that a person or group (including any affiliate or associate of such person or group)
has become an Acquisition Person (subject to exceptions), the Company may, without the approval of any holder of the Rights, supplement
or amend any provision of the Rights Agreement (including the date on which the Distribution Date will occur, the amount of the
Purchase Price or the definition of “Acquiring Person”), except that no supplement or amendment may be made that extends
the Expiration Date or reduces the Redemption Price.
Until
a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
A
copy of the Rights Agreement, including the terms of the Preferred Shares, will be filed with the Securities and Exchange Commission
as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Company
upon written request. 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 incorporated herein by reference.
[Form
of Right Certificate]
Certificate
No. [R]- ___________ Rights
NOT
EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS AGREEMENT (AS DEFINED BELOW)), OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.0001 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. 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 BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.
Right
Certificate
CENTRUS
ENERGY CORP.
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 Section 382 Rights Agreement dated as of April 6, 2016
as it may be amended from time to time (the “ Rights Agreement ”), among CENTRUS ENERGY CORP., a Delaware corporation
(the “ Company ”), COMPUTERSHARE INC. (“ Computershare ”) and COMPUTERSHARE TRUST COMPANY N.A. (together
with Computershare, the “ Rights Agent ”), unless the Rights evidenced hereby shall have been previously redeemed
or exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as defined in the Rights Agreement)
and at or prior to the earlier of (i) the Final Expiration Date (as defined in the Rights Agreement), (ii) the Redemption Date
(as defined in the Rights Agreement), (iii) the Close of Business (as defined in the Rights Agreement) on the effective date of
the repeal of Section 382 or any successor statute if the Board of the Directors of the Company determines that the Rights Agreement
is no longer necessary or desirable for the preservation of NOLs (as defined in the Rights Agreement) or other Tax Benefits (as
defined in the Rights Agreement), (iv) the Close of Business on the first day of a taxable year of the Company to which the Board
of Directors of the Company determines that no NOLs or other Tax Benefits may be carried forward, or (v) the Close of Business
on the 364 th Day Date (as defined in the Rights Agreement) (the “ Expiration Date ”), at the office or
offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000th) of
a fully paid, nonassessable share of Series A Participating Cumulative Preferred Stock, par value $1.00 per share, of the Company
(the “ Preferred Shares ”), at a purchase price per one one-thousandth (1/1,000th) of a share equal to $100 (the “
Purchase Price ”) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to
Purchase duly executed.
The
Purchase Price and the number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate,
as set forth above, are the Purchase Price and the number and kind of shares which may be so purchased as of [ ], 20[ ]. As provided
in the Rights Agreement, the Purchase Price and the number and kind of shares which may be purchased upon the exercise of each
Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.
If
the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or
Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and
nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any
right to exercise or transfer any such Right.
This
Right Certificate is subject to all 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 reference to the Rights Agreement 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 above-mentioned
office of the Rights Agent and are also available from the Company upon written request.
This
Right Certificate, with or without other Right Certificates, upon surrender at the office of the Rights Agent designated for such
purpose, 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 and kind of 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 Right Certificate may be redeemed by the Company at its
option at a redemption price (in cash or shares of Class A Common Stock, par value $0.10 per share, of the Company or other securities
of the Company deemed by the Board of Directors of the Company to be at least equivalent in value) of $0.0001 per Right (which
amount shall be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) the Distribution
Date and (ii) the Expiration Date.
The Company may, but shall not be required to, issue
fractions of Preferred Shares or distribute certificates which evidence fractions of Preferred Shares upon the exercise of any Right or
Rights evidenced hereby, in each case other than fractions constituting one-thousandth (1/1,000th) of a share (as such fraction may be
adjusted as provided in the Rights Agreement). In lieu of issuing fractional shares, the Company may elect to make a cash payment as provided
in the Rights Agreement for fractions of a share other than one one-thousandth (1/1,000th) of a share (as such fraction may be adjusted
as provided in the Rights Agreement) or any integral multiple thereof or to issue certificates or utilize a depository arrangement as
provided in the terms of the Rights Agreement and the Preferred Shares.
No
holder of this Right Certificate 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, including, without limitation, 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 other
distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in accordance with the provisions of the Rights Agreement.
This
Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Rights Agent.
WITNESS
the facsimile signature of the proper officers of the Company and its corporate seal.
Dated
as of:
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CENTRUS ENERGY CORP.,
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by
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Name:
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Title:
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Attest:
Name:
Title:
Date
of countersignature:
Countersigned:
COMPUTERSHARE
TRUST COMPANY N.A.
as
Rights Agent,
by
Authorized
Signatory
COMPUTERSHARE
INC.,
as
Rights Agent,
by
Authorized
Signatory
[On
Reverse Side of Right Certificate]
FORM
OF ELECTION TO PURCHASE
(To
be executed by the registered holder if
such
holder desires to exercise the Rights
represented
by this Right Certificate.)
To
the Rights Agent:
The
undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares
(or other shares) issuable upon the exercise of such Rights and requests that certificates for such 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
(Please
print name and address)
Dated:
____________,
Signature
Signature
Guaranteed:
Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program
or the New York Stock Exchange Market LLC Medallion Signature Program.
The
undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of
a person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement),
(2) this Right Certificate is not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person
or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (3) after due inquiry and to the
best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any person
who is or was an Acquiring Person or an Affiliate or Associate thereof.
Dated:
,
Signature
Signature
Guaranteed:
Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program
or the New York Stock Exchange Market LLC Medallion Signature Program.
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 transfer unto
(Please
print name and address of transferee)
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 Corporation, with full power of substitution.
Dated:
____________, ____
Signature
Signature
Guaranteed:
Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program
or the New York Stock Exchange Market LLC Medallion Signature Program.
The
undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred
by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined
in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring
Person, Affiliate or Associate and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire
the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement).
Signature
NOTICE
The
signature on the foregoing Form of Election to Purchase or Form of Assignment must correspond to the name as written upon the
face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.
FIRST
AMENDMENT TO
SECTION
382 RIGHTS AGREEMENT
by
and between
CENTRUS
ENERGY CORP.
and
COMPUTERSHARE
TRUST COMPANY, N.A.
and
COMPUTERSHARE
INC.
THIS
FIRST AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “First Amendment”) is made and entered into as of [•],
2017 by and between Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company, N.A.
and Computershare Inc. (together, the “Rights Agent”).
THE
PARTIES ENTER THIS FIRST AMENDMENT on the basis of the following facts, understandings and intentions:
A.
The Company and Rights Agent entered into that certain Section 382 Rights Agreement dated as of April 6, 2016 (the
“Rights Agreement”) (defined terms used herein but not otherwise defined shall have the meanings assigned to them
in the Rights Agreement);
B.
The Company and Rights Agent desire to amend the Rights Agreement in certain respects; and
C.
Section 26 of the Rights Agreement provides that, at any time prior to the Distribution Date, the Company and Rights Agent
shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any
holders of the Rights.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and adequacy of which is
hereby acknowledged, the parties hereby agree as follows:
1.
Amendment to Section 1. Section 1 of the Rights Agreement is hereby amended by deleting the definition of “ Common
Shares ” and replacing it with the following:
““Common
Shares”, when used with reference to the Company prior to a Business Combination, shall mean the shares of Common
Stock or any other shares of capital stock of the Company into which the Common Stock shall be reclassified or changed and
any other interest that would be treated as “stock” of the Company (but excluding the series B senior preferred
stock, par value $1.00 of the Company) for purposes of Section 382 (including Treasury Regulation Section 1.382-2T(f)(18)) in
this Section 1 and all other provisions of this Rights Agreement in which such meaning is necessary in order to ensure that
this Rights Agreement is effective in carrying out its stated purpose and intent of preserving the Company’s NOLs and
other Tax Benefits. “Common Shares”, when used with reference to any Person (other than the Company prior to a
Business Combination), shall mean shares of capital stock of such Person (if such Person is a corporation) of any class or
series, or units of equity interests in such Person (if such Person is not a corporation) of any class or series, the terms
of which do not limit (as a maximum amount and not merely in proportional terms) the amount of dividends or income payable or
distributable on such class or series or the amount of assets distributable on such class or series upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person and do not provide that such class or series is subject to
redemption at the option of such Person, or any shares of capital stock or units of equity interests into which the foregoing
shall be reclassified or changed, and if there shall be more than one class or series of such shares of capital stock or
units of equity interests of such Person, then “Common Shares” of such Person shall mean the class or series of
capital stock of such Person or units of equity interests in such Person having voting power (being the power under ordinary
circumstances (and not merely upon the happening of a contingency) to vote in the election of directors of such Person (if
such Person is a corporation) or to participate in the management and control of such Person (if such Person is not a
corporation)), or in the case of multiple classes or series having voting power, having the greatest voting
power.”
2.
Full Force and Effect. Except as amended hereby, the Rights Agreement shall remain in full force and effect and
unmodified.
3.
Execution. This First Amendment may be executed in any number of counterparts, each of which shall be deemed to be an
original, and all of such counterparts shall constitute one agreement. To facilitate execution of this First Amendment, the
parties may execute and exchange facsimile counterparts of the signature pages, and facsimile counterparts shall serve as
originals.
4.
Certification of Compliance. The undersigned hereby certifies that he is the duly elected and qualified [President and
Chief Executive Officer] of the Company and that this First Amendment to the Rights Agreement is in compliance with the terms
of Section 26 of the Rights Agreement.
IN
WITNESS WHEREOF, the undersigned officer of the Company, being an appropriate officer of the Company and authorized to do
so by resolution of the board of directors of the Company dated as of [•], 2017, hereby certifies to the Rights Agent that
these amendments are in compliance with the terms of Section 26 of the Rights Agreement.
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CENTRUS ENERGY CORP.,
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a Delaware corporation
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By:
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Stephen S. Greene
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Senior Vice President, Chief Financial Officer and Treasurer
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COMPUTERSHARE TRUST COMPANY, N.A.
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By:
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/s/ Kathy Heagerty
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Name: Kathy Heagerty
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Title: Vice President & Manager
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COMPUTERSHARE INC.
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By:
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Name:
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Title: [Vice President]
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[SIGNATURE
PAGE TO FIRST AMENDMENT TO RIGHTS AGREEMENT]
SECOND
AMENDMENT TO THE
SECTION
382 RIGHTS AGREEMENT
by
and among
CENTRUS
ENERGY CORP.,
COMPUTERSHARE
TRUST COMPANY, N.A.
and
COMPUTERSHARE
INC.
THIS
SECOND AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of
April 3, 2019, by and among Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company,
N.A. and Computershare Inc. (together, the “Rights Agent”).
WHEREAS,
the Company and the Rights Agent entered into a Section 382 Rights Agreement dated as of April 6, 2016, which was subsequently
amended pursuant to a First Amendment to the Section 382 Rights Agreement dated as of February 14, 2017 (as amended, the “Agreement”);
WHEREAS,
Section 26 of the Agreement provides, among other things, that, prior to the Distribution Date (as defined in the Agreement) the
Company and the Rights Agent may from time to time supplement or amend the Agreement in any respect without the approval of any
holders of Rights (as defined in the Agreement);
WHEREAS,
no Distribution Date has occurred on or prior to the date hereof;
WHEREAS,
the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and
its stockholders to amend the Agreement as set forth herein; and
WHEREAS,
the Board has authorized and approved this Second Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
hereby agrees to amend the Agreement as follows and directs the Rights Agent to execute this Second Amendment:
1.
Definition of Final Expiration Date. The definition of Final Expiration Date set forth in Section 1 of the Agreement is
hereby deleted and replaced with the following:
““Final
Expiration Date” shall mean the Close of Business on April 5, 2022.”
2.
Definition of Purchase Price. The definition of Purchase Price set forth in Section 1 of the Agreement is hereby deleted
and replaced with the following:
““Purchase
Price” with respect to each Right shall mean $18.00, as such amount may from time to time be adjusted as provided in this
Rights Agreement, and shall be payable in lawful money of the United States of America. All references herein to the Purchase
Price shall mean the Purchase Price as in effect at the time in question.”
3.
Deletion of Certain Definitions. The definitions of “364th Day Date,” “2017 Annual Meeting,”
and “2017 Proxy Statement” set forth in Section 1 of the Agreement are hereby deleted in their entirety.
4.
Amendment to Section 7(a). Section 7(a) of the Agreement is hereby deleted and replaced with the following:
“Subject
to the other provisions of this Rights Agreement (including Section 7(e) and Section 11), each Right shall entitle the registered
holder thereof, upon exercise thereof as provided in this Rights Agreement, to purchase for the Purchase Price, at any time after
the Distribution Date and at or prior to the earliest of (i) the Final Expiration Date, (ii) the Redemption Date, (iii) the Close
of Business on the effective date of the repeal of Section 382 if the Board determines that this Rights Agreement is no longer
necessary or desirable for the preservation of NOLs or other Tax Benefits, or (iv) the Close of Business on the first day of a
taxable year of the Company to which the Board determines that no NOLs or other Tax Benefits may be carried forward (the earliest
of the events described in clauses (i), (iii) or (iv) being herein referred to as the “ Expiration Date ”), one one-thousandth
(1/1,000th) of a Preferred Share, subject to adjustment as provided in this Rights Agreement.”
5.
Form of Rights Certificates. The first paragraph of the Form of Right Certificate set forth in Exhibit B to the Agreement
is hereby deleted and replaced with the following:
“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 Section 382 Rights Agreement dated as of April
6, 2016 as it may be amended from time to time (the “ Rights Agreement “), among CENTRUS ENERGY CORP., a Delaware
corporation (the “ Company ”), COMPUTERSHARE INC. (“ Computershare ”) and COMPUTERSHARE TRUST COMPANY,
N.A. (together with Computershare, the “ Rights Agent ”), unless the Rights evidenced hereby shall have been previously
redeemed or exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as defined in the
Rights Agreement) and at or prior to the earliest of (i) the Final Expiration Date (as defined in the Rights Agreement), (ii)
the Redemption Date (as defined in the Rights Agreement), (iii) the Close of Business (as defined in the Rights Agreement) on
the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that
the Rights Agreement is no longer necessary or desirable for the preservation of NOLs (as defined in the Rights Agreement) or
other Tax Benefits (as defined in the Rights Agreement), or (iv) the Close of Business on the first day of a taxable year of the
Company to which the Board of Directors of the Company determines that no NOLs or other Tax Benefits may be carried forward (the
“ Expiration Date ”), at the office or offices of the Rights Agent designated for such purpose, or its successors
as Rights Agent, one one-thousandth (1/1,000th) of a fully paid, nonassessable share of Series A Participating Cumulative Preferred
Stock, par value $1.00 per share, of the Company (the “ Preferred Shares ”), at a purchase price per one one-thousandth
(1/1,000th) of a share equal to $18.00 (the “ Purchase Price ”) payable in cash, upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase duly executed.”
6.
Summary of Rights. The Summary of Rights set forth in Exhibit C to the Agreement is hereby amended as follows:
(a)
The reference to “$26.00” in the first paragraph of Exhibit C is hereby deleted and replaced with “$18.00”.
(b)
The sixth paragraph of Exhibit C is hereby deleted and replaced with the following:
“The
Rights are not exercisable until the Distribution Date and will expire upon the earliest of (i) the close of business on
April 5, 2022, (ii) the Redemption Date, (iii) the close of business on the effective date of the repeal of Section
382 or any successor statute if the Board determines that the Rights Agreement is no longer necessary or desirable for the
preservation of NOLs or other Tax Benefits, or (iv) the close of business on the first day of a taxable year of the Company
to which the Board determines that no NOLs or other Tax Benefits may be carried forward (the earliest of the events described
in clauses (i), (iii) or (iv) being herein referred to as the “Expiration Date”).”
7.
Certification of Compliance. The undersigned representative of the Company hereby certifies that she is the duly elected and qualified
Senior Vice President, Chief Financial Officer and Treasurer of the Company and that this Second Amendment to the Agreement is
in compliance with the terms of Section 26 of the Agreement.
8. Miscellaneous.
This Second Amendment is effective as of the date first set forth above. Capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Agreement. This Second Amendment may be executed in any number of counterparts; each
such counterpart shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the
same instrument. A signature to this Second Amendment executed and/or transmitted electronically shall have the same authority, effect,
and enforceability as an original signature. Except as modified hereby, the Agreement is reaffirmed in all respects, and all references
therein to “the Agreement” shall mean the Agreement, as modified hereby.
*
* * * *
IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the date first written above.
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CENTRUS ENERGY CORP.
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By:
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/s/ Marian K. Davis
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Name:
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Marian K. Davis
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Title:
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Senior Vice President, Chief Financial Officer
and Treasurer
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COMPUTERSHARE TRUST COMPANY,
N.A.
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By:
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/s/ Patrick Hayes
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Name:
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Patrick Hayes
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Title:
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Vice President & Manager
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COMPUTERSHARE INC.
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By:
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/s/ Patrick Hayes
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Name:
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Patrick Hayes
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Title:
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Vice President & Manager
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THIRD
AMENDMENT TO THE
SECTION
382 RIGHTS AGREEMENT
by
and among
CENTRUS
ENERGY CORP.,
COMPUTERSHARE
TRUST COMPANY, N.A.
and
COMPUTERSHARE
INC.
THIS
THIRD AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “Third Amendment”) is made and entered into as of April
13, 2020, by and among Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company,
N.A. and Computershare Inc. (together, the “Rights Agent”).
WHEREAS,
the Company and the Rights Agent entered into a Section 382 Rights Agreement dated as of April 6, 2016, which was subsequently
amended pursuant to (i) a First Amendment to the Section 382 Rights Agreement dated as of February 14, 2017 and (ii) a Second
Amendment to the Section 382 Rights Agreement dated as of April 3, 2019 (as amended, the “Agreement”);
WHEREAS,
Section 26 of the Agreement provides, among other things, that, prior to the Distribution Date (as defined in the Agreement) the
Company and the Rights Agent may from time to time supplement or amend the Agreement in any respect without the approval of any
holders of Rights (as defined in the Agreement);
WHEREAS,
no Distribution Date has occurred on or prior to the date hereof;
WHEREAS,
the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and
its stockholders to amend the Agreement as set forth herein; and
WHEREAS,
the Board has authorized and approved this Third Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
hereby agrees to amend the Agreement as follows and directors the Rights Agent to execute this Third Amendment.
1. Definition
of Final Expiration Date. The definition of Final Expiration Date set forth in Section 1 of the Agreement is hereby
deleted and replaced with the following:
““Final
Expiration Date” shall mean the Close of Business on June 30, 2021.”
2. Summary
of Rights. The sixth paragraph of the Summary of Rights set forth in Exhibit C to the Agreement is hereby deleted
and replaced with the following:
“The
Rights are not exercisable until the Distribution Date and will expire upon the earliest of (i) the close of business on
June 30, 2021, (ii) the Redemption Date, (iii) the close of
business on the effective date of the repeal of Section 382 or any successor statute if the Board determines that the Rights
Agreement is no longer necessary or desirable for the preservation of NOLs or other Tax Benefits, or (iv) the close of
business on the first day of a taxable year of the Company to which the Board determines that no NOLs or other Tax Benefits
may be carried forward (the earliest of the events described in clauses (i), (iii) or (iv) being herein referred to as the
“Expiration Date”).”
3. Certification
of Compliance. The undersigned representative of the Company hereby certifies that he is the duly elected and qualified
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer of the Company and that this Third
Amendment to the Agreement is in compliance with the terms of Section 26 of the Agreement.
4. Miscellaneous.
This Third Amendment is effective as of the date first set forth above. Capitalized terms used but not defined herein shall have the respective
meanings ascribed to such terms in the Agreement. This Third Amendment may be executed in any number of counterparts; each such counterpart
shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument.
A signature to this Third Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability
as an original signature. Except as modified hereby, the Agreement is reaffirmed in all respects, and all references therein to “the
Agreement” shall mean the Agreement, as modified hereby.
*****
IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the date first written above.
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CENTRUS ENERGY CORP.
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By:
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/s/ Philip O. Strawbridge
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Name:
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Philip O. Strawbridge
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Title:
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Senior Vice President, Chief Financial Officer,
Chief Administrative Officer and Treasurer
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COMPUTERSHARE TRUST COMPANY, N.A.
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By:
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/s/ Patrick Hayes
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Name:
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Patrick Hayes
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Title:
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Vice President and Manager
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COMPUTERSHARE INC.
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By:
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/s/ Patrick Hayes
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Name:
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Patrick Hayes
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Title:
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Vice President and Manager
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APPENDIX
B
FOURTH
AMENDMENT TO THE
SECTION
382 RIGHTS AGREEMENT
by
and among
CENTRUS
ENERGY CORP.,
COMPUTERSHARE
TRUST COMPANY, N.A.
and
COMPUTERSHARE
INC.
THIS
FOURTH AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “Fourth Amendment”) is made and entered into as of
April 6, 2021, by and among Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company,
N.A. and Computershare Inc. (together, the “Rights Agent”).
WHEREAS,
the Company and the Rights Agent entered into a Section 382 Rights Agreement dated as of April 6, 2016, which was subsequently
amended pursuant to (i) a First Amendment to the Section 382 Rights Agreement dated as of February 14, 2017, (ii) a Second Amendment
to the Section 382 Rights Agreement dated as of April 3, 2019, and (iii) a Third Amendment to the Section 382 Rights Agreement
dated as of April 13, 2020 (as amended, the “Agreement”);
WHEREAS,
Section 26 of the Agreement provides, among other things, that, prior to the Distribution
Date (as defined in the Agreement) the Company and the Rights Agent may from time to time supplement or amend the Agreement in
any respect without the approval of any holders of Rights (as defined in the Agreement);
WHEREAS,
no Distribution Date has occurred on or prior to the date hereof;
WHEREAS,
the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and
its stockholders to amend the Agreement as set forth herein; and
WHEREAS,
the Board has authorized and approved this Fourth Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
hereby agrees to amend the Agreement as follows and directs the Rights Agent to execute this Fourth Amendment:
1.
Definition of Final Expiration Date. The definition of Final Expiration
Date set forth in Section 1 of the Agreement is hereby deleted and replaced with the following:
““Final
Expiration Date” shall mean the Close of Business on June 30, 2023.”
2. Summary
of Rights. The sixth paragraph of the Summary of Rights set forth in Exhibit C to the Agreement is hereby deleted
and replaced with the following:
“The
Rights are not exercisable until the Distribution Date and will expire upon the earliest of (i) the close of business on June
30, 2023, (ii) the Redemption Date, (iii) the close of business on the effective date of the repeal of Section 382 or any successor
statute if the Board determines that the Rights Agreement is no longer necessary or desirable for the preservation of NOLs or
other Tax Benefits, or (iv) the close of business on the first day of a taxable year of the Company to which the Board determines
that no NOLs or other Tax Benefits may be carried forward (the earliest of the events described in clauses (i), (iii) or (iv)
being herein referred to as the “Expiration Date”).”
3. Certification
of Compliance. The undersigned representative of the Company hereby certifies that he is the duly elected and qualified
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer of the Company and that this Fourth
Amendment to the Agreement is in compliance with the terms of Section 26 of the Agreement.
4. Miscellaneous.
This Fourth Amendment is effective as of the date first set forth above. Capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Agreement. This Fourth Amendment may be executed in any number of counterparts; each
such counterpart shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the
same instrument. A signature to this Fourth Amendment executed and/or transmitted electronically shall have the same authority, effect,
and enforceability as an original signature. Except as modified hereby, the Agreement is reaffirmed in all respects, and all references
therein to “the Agreement” shall mean the Agreement, as modified hereby.
*
* * * *
IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the date first written above.
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CENTRUS ENERGY CORP.
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By:
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Name: Philip O. Strawbridge
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Title: Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
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COMPUTERSHARE TRUST COMPANY, N.A.
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By:
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APPENDIX
C
Centrus
Energy Corp.
2014
Equity Incentive Plan
(Amended
and Restated [ ], 2021)
CONTENTS
Page
1.
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Establishment, Duration and Purpose of Plan
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1
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2.
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Definitions
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1
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3.
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Administration
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5
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4.
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Shares Subject to Plan
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7
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5.
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Eligibility and Participation
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7
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6.
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Stock Options
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7
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7.
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Stock Appreciation Rights
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9
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8.
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Restricted Stock
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9
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9.
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Restricted Stock Units
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10
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10.
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Performance Awards
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11
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11.
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Cash-Based Awards and Other Stock-Based Awards
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12
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12.
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Non-Employee Director Awards
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13
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13.
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Change in Control
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13
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14.
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Compliance with Securities Law
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13
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15.
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Tax Withholding
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14
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16.
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Adjustments for Corporate Transactions and Other Events
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14
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17.
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Amendment or Termination of Plan
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14
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18.
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Section 409A
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15
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19.
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Miscellaneous Provisions
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15
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Centrus
Energy Corp.
2014
Equity Incentive Plan
(Amended
and Restated [ ], 2021)
|
1.
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Establishment,
Duration and Purpose of Plan.
|
1.1 Establishment
and Duration of Plan. Centrus Energy Corp., a Delaware corporation (the “Company”), hereby amends and restates
the Centrus Energy Corp. 2014 Equity Incentive Plan, as amended and restated (the “Plan”), as of the date hereof
(the “Effective Date”). The Plan shall continue in effect until its termination by the Committee; provided,
however, that any Award shall be granted, if at all, by September 30, 2030. For the avoidance of doubt, any Award granted
on or prior to the Effective Date, may be settled in accordance with its terms which may occur after the Effective Date.
1.2 Purpose.
The purpose of the Plan is to advance the interests of the Company, its Affiliates and its shareholders by providing incentives
to attract, retain and reward individuals performing services for the Company or its Affiliates and by promoting the growth and
profitability of the Company and its Affiliates. The Plan seeks to achieve this purpose by providing for Awards in the form of
Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock, Performance Awards, Cash-Based Awards and Other
Stock-Based Awards.
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2.
|
Definitions.
Whenever used herein, the following terms shall have their respective meanings set
forth below.
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2.1 “Affiliate”
means (a) an entity that directly, or indirectly through one or more intermediary entities, controls the Company or (b) an
entity that is controlled by the Company directly or indirectly through one or more intermediary entities. For this purpose, the
terms “control” and “controlled by” mean ownership of (i) stock possessing more than fifty percent (50%)
of the total combined voting power of all classes of stock entitled to vote, or more than fifty percent (50%) of the total value
of all shares of all classes of stock of such corporation, or (ii) an aggregate of more than fifty percent (50%) of the profits
interest or capital interest of a non-corporate entity; provided, that with respect to any entity in which the Company
owns at least a twenty percent (20%) interest but less than or equal to a fifty percent (50%) interest, the Committee may determine
that such entity will be an Affiliate for purposes of this Plan or for purposes of any Award under this Plan if the Committee
has determined prior to the granting of such Award that there are legitimate business criteria for treating such entity as an
Affiliate.
2.2 “Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Cash-Based Award or
Other Stock-Based Award.
2.3 “Award
Agreement” means a written agreement, contract, or other instrument evidencing an Award setting forth the terms and
conditions of an Award which shall incorporate the terms of the Plan by reference.
2.4 “Board”
means the Board of Directors of the Company.
2.5 “Cash-Based
Award” means an Award granted to a grantee as described in Section 11.1.
2.6 “Cause”
means, unless otherwise defined in the applicable Award Agreement, any of the following: (a) the engaging by the grantee in
willful misconduct that is injurious to the Company or its Affiliates, (b) the embezzlement or misappropriation of funds or material
property of the Company or its Affiliates by the grantee, or the conviction of the grantee of a felony or the entrance of a plea
of guilty, or nolo contendere by the grantee to a felony, (c) the willful failure or refusal by the grantee to substantially
perform his or her duties or responsibilities that continues after demand for substantial performance is delivered by the Company
to the grantee that specifically identifies the manner in which the Company believes the grantee has not substantially performed
his or her duties (other than any such failure resulting from the grantee’s incapacity due to Disability). For purposes
of this definition, no act, or failure to act, on the grantee’s part shall be considered “willful” unless done,
or omitted to be done, by him or her not in good faith and without reasonable belief that his or her action or omission was in
the best interest of the Company. Any determination of Cause shall be made by the Committee in its sole discretion. Any such determination
shall be final and binding on a grantee.
2.7 “Change
in Control” means, unless such term or an equivalent term is otherwise defined in the applicable Award Agreement, the
occurrence of any of the following occurring after the Effective Date:
(a) any
“Person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act or Persons acting as a group (other
than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and
(C) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as
their ownership of Shares), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company by reason of having acquired such securities during the 12-month period ending
on the date of the most recent acquisition (not including any securities acquired directly from the Company or its Affiliates)
representing thirty percent (30%) or more of the total voting power of the Company’s then outstanding voting securities;
(b) the
majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Company’s Board before the date of the appointment;
(c) there
is consummated a merger or consolidation of the Company or any subsidiary of the Company with any other corporation or other entity,
resulting in a change described in clauses (a), (b), (d), (e) or (f) of this definition, other than (A) a merger or consolidation
that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than sixty percent
(60%) of the total voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately
after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person, directly or indirectly, acquired forty percent (40%) or more of the total voting power
of the Company’s then outstanding securities (not including any securities acquired directly from the Company or its Affiliates);
(d) a
liquidation of the Company involving the sale to any Person or Persons acting as a group of at least forty percent (40%) of the
total gross fair market value of all of the assets of the Company immediately before the liquidation;
(e) the
sale or disposition by the Company or any direct or indirect subsidiary of the Company to any Person or Persons acting as a group
(other than any subsidiary of the Company) of assets that have a total fair market value equal to forty percent (40%) or more
of the total gross fair market value of all of the assets of the Company and its subsidiaries (taken as a whole) immediately before
such sale or disposition (or any transaction or related series of transactions having a similar effect), other than a sale or
disposition by the Company or any direct or indirect subsidiary of the Company to an entity, at least sixty percent (60%) of the
total voting power of the voting securities of which is beneficially owned by shareholders of the Company in substantially the
same proportions as their beneficial ownership of the Company immediately prior to such sale;
(f) the
sale or disposition by the Company or any direct or indirect subsidiary of the Company to any Person or Persons acting as a group
(other than any subsidiary of the Company) of a subsidiary or subsidiaries of the Company credited under GAAP with forty percent
(40%) or more of the total revenues of the Company and its subsidiaries (taken as a whole) in the current fiscal year or in any
of the two most recently completed fiscal years (or any transaction or related series of transactions having a similar effect),
other than a sale or disposition by the Company or any direct or indirect subsidiary of the Company to an entity, at least sixty
percent (60%) of the total voting power of the voting securities of which is beneficially owned by shareholders of the Company
in substantially the same proportions as their beneficial ownership of the Company immediately prior to such sale; or
(g) a
change of the kind described in clauses (a), (b), (c), or (d) of this definition with respect to any Material Subsidiary (with
such determination made by replacing “Company” with “Material Subsidiary” in each instance in such clauses);
provided, however, that for purposes of applying this provision to clause (a) of this definition, a “Change
in Control” shall not be deemed to occur solely as a result of a Person or Persons acting as a group becoming the beneficial
owner (as determined under clause (a) of this definition) of less than fifty percent (50%) of the ownership interests of a Material
Subsidiary, but shall be deemed to occur if such Person or Persons acting as a group thereafter become the beneficial owner (as
determined under clause (a) of this definition) of fifty percent (50%) or more of the ownership interests of such Material Subsidiary.
2.8 “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any regulations or administrative guidelines promulgated
thereunder.
2.9 “Committee”
means the Compensation, Nominating and Governance Committee of the Board, or such other committee or subcommittee of the Board
as may be duly appointed to administer the Plan and having such powers as shall be specified herein or by the Board. If, at any time,
there is no committee of the Board then authorized or properly constituted to administer the Plan, the Board shall exercise all of the
powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. For purposes
of Awards granted to Non-Employee Directors pursuant to Section 12 of the Plan, references to the Committee shall be deemed to be references
to the Board. For purposes of qualifying transactions as exempt under Rule 16b-3, the Committee shall be the entire Board, or a Committee
established by the Board of two or more “non-employee directors” within the meaning of Rule 16b-3. To the extent desirable
to qualify Awards granted under the Plan for the Section 162(m) Exemption, the Committee shall consist exclusively of two or more “outside
directors” within the meaning of Section 162(m) of the Code.
2.10 “Company”
means Centrus Energy Corp., a Delaware corporation.
2.11 “Covered
Employee” means any employee who is designated by the Committee at the time of any Award or at any subsequent time as
reasonably expected to be a “covered employee” as defined in Section 162(m) of the Code and related regulations, or
any successor statute, and related regulations.
2.12 “Disability”
means, unless otherwise defined in the applicable Award Agreement, a disability that would qualify as such under the Company’s
then current long-term disability plan; provided, that with respect to Incentive Stock Options, “Disability”
means the permanent and total disability of the grantee, within the meaning of Section 22(e)(3) of the Code.
2.13 “Dividend
Equivalent Right” means the right of a grantee, granted at the discretion of the Committee or as otherwise provided
by the Plan or the Award Agreement, to receive a credit for the account of such grantee in an amount equal to the amount of ordinary
cash dividends paid on one Share represented by an Award held by such grantee payable in cash, Shares or other securities or other
property as determined by the Committee. Dividend Equivalent Rights shall be forfeited or cancelled if the underlying Award is
forfeited or cancelled.
2.14 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
2.15 “Exercise
Price” means the price at which an Option shall be exercised.
2.16 “Fair
Market Value” with respect to Shares, as of any date, shall mean, as determined by the Committee, (a) the closing sales
price per Share on the New York Stock Exchange (or, if the Shares are no longer traded on the New York Stock Exchange, any other
such market on which the Shares are traded) on such date, or in the absence of reported sales on such date, the closing sales
price on the immediately preceding date on which sales were reported, (b) an arithmetic mean of selling prices on all trading
days over a specified averaging period or a specified averaging period weighted by volume of trading on each trading day in the
period, that is within thirty (30) days before or thirty (30) days after the applicable date as determined by the Committee in
its discretion; provided, that if an arithmetic mean of prices is used to set an Exercise Price or Strike Price, the commitment
to grant such Award based on such arithmetic mean must be irrevocable before the beginning of the specified averaging period in
accordance with Treasury Regulation 1.409A-1(b)(5)(iv)(A), or (c) in the event there is no public market for the Shares, the fair
market value as determined, in good faith, by the Committee in its sole discretion; provided, that such manner is consistent
with Treasury Regulation 1.409A-1(b)(5)(iv)(B).
2.17 “Freestanding
SAR” means an SAR granted independently of any Option.
2.18 “Grant
Date” means the date an Award is duly granted by the Committee or the Board or such later date as may be specified by
the Committee or the Board.
2.19 “Incentive
Stock Option” means an Option that is identified in the Award Agreement as intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code, and that actually does so qualify.
2.20 “Material
Subsidiary” means any subsidiary of the Company (a) whose total assets represent forty percent (40%) or more of the
total gross fair market value of all of the assets of the Company and its subsidiaries (taken as a whole) at any time in the current
fiscal year or in any of the two most recently completed fiscal years or (b) credited under GAAP with forty percent (40%) or more
of the total revenues of the Company and its subsidiaries (taken as a whole) in the current fiscal year or in any of the two most
recently completed fiscal years.
2.21 “Net
Exercise” means a procedure for exercising an Option, subject to Section 19.6, by which the grantee will receive a number
of Shares determined in accordance with the following formula:
N
= X(A-B)/A, where
“N”
= the number of Shares to be delivered to the grantee upon exercise of the Option, rounded to the next lower whole number of Shares;
“X”
= the total number of whole Shares with respect to which the grantee has elected to exercise the Option;
“A”
= the Fair Market Value of one (1) Share on the exercise date; and
“B”
= the Exercise Price per Share
2.22 “Nonqualified
Stock Option” means an option that is not an Incentive Stock Option.
2.23 “Non-Employee
Director” means a member of the Board who is not an employee of the Company or any of its Affiliates.
2.24 “Option”
means an Incentive Stock Option or a Nonqualified Stock Option.
2.25 “Other
Stock-Based Award” means any Award granted under Section 11 of the Plan of unrestricted Shares or other types of equity-based
or equity-related Awards not otherwise described by the terms of this Plan.
2.26 “Performance
Award” means performance shares or performance units or any other Award, denominated in cash or Shares in accordance
with Section 10 which are based upon the achievement of Performance Goals.
2.27 “Performance
Goals” means the objective performance goals established by the Committee for each performance period. Performance Goals
may be based upon the performance of the Company, of any Affiliate, of a division or unit thereof, or of an individual, or groups
of individuals, using one or more of the Performance Measures or performance formulas selected by the Committee. Performance Goals
may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets,
the past performance of the Company and/or the past or current performance of other companies, and in the case of earnings-based
measures, may use or employ comparisons relating to capital, shareholders’ equity and/or shares outstanding, or to assets
or net assets. With respect to grantees who are not Covered Employees and for Awards not intended to qualify for the Section 162(m)
Exemption, the Committee may establish other subjective or objective goals, including individual Performance Goals, which it deems
appropriate.
2.28 “Performance
Measures” means measures of business or financial performance as described in Section 10.3(a) on which Performance Goals
are based. Performance Measures may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons
based on internal targets, the past performance of the Company and/or the past or current performance of other companies, and
in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or shares
outstanding, or to assets or net assets.
2.29 “Restricted
Stock” means any restricted Share granted under Section 8 of the Plan.
2.30 “Restricted
Stock Unit” means any unit granted under Section 9 of the Plan.
2.31 “Retirement”
means, unless otherwise defined in the applicable Award Agreement, the termination of employment of a grantee with a right
to an immediate normal retirement benefit or immediate unreduced early retirement benefit under the terms of the applicable Company
tax-qualified retirement plan or, if a grantee is not covered by any such plan, termination of such grantee’s employment
for a reason other than Cause on or after such grantee’s 65th birthday. In the case of non-employee directors, “retirement”
shall mean a termination of service on or after the non-employee director’s 75th birthday.
2.32 “Rule
16b-3” means Rule 16b-3 as promulgated under the Exchange Act.
2.33 “SAR”
or “Stock Appreciation Right” means an Award granted under Section 7 of the Plan.
2.34 “Section
162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m)(4)(C) of the Code.
2.35 “Section
409A” means Section 409A of the Code and related regulations, or any successor statute, and related regulations.
2.36 “Securities
Act” means the Securities Act of 1933, as amended.
2.37 “Shares”
means the Class A Common Stock $0.10 par value, of the Company, or such other securities of the Company as may be designated
by the Committee from time to time, and as adjusted from time to time in accordance with Section 16.
2.38 “Strike
Price” means the price with reference to which the value of an SAR is measured.
2.39 “Subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests
representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in
the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, or were, prior
to a Change of Control, owned, controlled or held, or (b) that is, or was prior to a Change of Control, otherwise Controlled,
by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. For purposes
of this paragraph, “Controlled” shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract, or
otherwise.
2.40 “Tandem
SAR” means an SAR granted with all or any portion of a related Option.
3. Administration.
3.1 Administration
by the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive, and binding upon all persons, including the Company,
any Affiliate, any grantee, any holder or beneficiary of any Award, any employee, any Non-Employee Director and any individual
providing bona fide services to or for the Company.
3.2 Delegation
of Authority. The Committee shall have the right, from time to time, to delegate to one or more of its members or to one or
more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted
under the Plan, subject to the requirements of Section 157(c) of the Delaware General Corporation Law (or any successor provision)
and such other limitations as the Committee shall determine. In no event shall any such delegation of authority be permitted with
respect to Awards to any members of the Board or to any person who is subject to Rule 16b-3 under the Exchange Act, to any Covered
Employee, or to such delegate. The Committee shall also be permitted to delegate, to any appropriate officer or employee of the
Company, responsibility for performing certain ministerial functions under the Plan. In the event that the Committee’s authority
is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall
be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee
for such purpose. Any action undertaken in accordance with the Committee’s delegation of authority hereunder shall have
the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the
Plan to have been taken by the Committee.
3.3 Powers
of the Committee. In addition to any other powers set forth in the Plan and subject to the express provisions of the Plan,
the Committee shall have the full and final power and authority, in its discretion to: (a) determine the persons to whom, and
the time or times at which, Awards shall be granted and the number of Shares, units or monetary value to be subject to each Award;
(b) determine the number of Shares to be covered by or with respect to which payments, rights, or other matters are to be calculated
in connection with Awards; (c) determine the type of Awards to be granted; (d) determine the Fair Market Value of Shares or other
property; (e) determine the terms and conditions applicable to each Award (which need not be identical) and any Shares or cash
or other property acquired pursuant thereto; (f) determine the exercise or purchase price of Shares pursuant to any Award; (g)
determine the method of payment for Shares purchased pursuant to any Award; (h) determine the method for satisfaction of any tax
withholding obligation arising in connection with Award, including by the withholding or delivery of Shares; (i) determine the
timing, terms and conditions of the exercisability or vesting of any Award or any Shares acquired pursuant thereto; (j) determine
the Performance Measures, performance period, performance formula and Performance Goals applicable to any Award and to determine
and certify the extent to which such Performance Goals have been attained; (k) determine the time of the expiration of any Award;
(l) determine the type and time of the grantee’s termination of service and the effect of such termination on any Award;
(m) determine all other terms and conditions applicable to any Shares acquired pursuant an Award not inconsistent with the terms
of the Plan; (n) determine whether and under what circumstances an Award will be settled in Shares, cash, other securities, other
Awards or other property, or any combination thereof, or canceled, forfeited, or suspended, and the method by which Awards may
be settled, exercised, canceled, forfeited or suspended; (o) approve one or more forms of Award Agreement; (p) amend, modify,
extend, cancel or renew any Award or waive any restrictions or conditions applicable to any Award or any Shares or other securities
acquired pursuant thereto; (q) accelerate, continue, extend or defer the exercisability or vesting of any Award or any Shares
acquired pursuant thereto, including with respect to the period following a grantee’s termination of service; (r) determine
whether, to what extent, and under what circumstances amounts payable with respect to an Award shall be deferred either automatically
or at the election of the holder thereof or of the Committee; (s) construe and interpret the Plan, any Award Agreement, and any
other document affecting Awards under the Plan or rights under such Awards; (t) prescribe, amend, suspend, waive or rescind rules,
guidelines and policies relating to the Plan, and adopt sub-plans or supplements to, or alternative versions of, the Plan, including,
without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate
the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens or residents may be granted Awards; (u)
appoint such agents as it shall deem appropriate for proper administration of the Plan; (v) correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Award Agreement; and (w) to make all other determinations and take such other
actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the express
provisions of the Plan or applicable law. The Committee’s actions and determinations under the Plan need not be uniform
and may be made by the Committee selectively among individuals who receive, or are eligible to receive, Awards under the Plan,
whether or not such individuals are similarly situated.
3.4 Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers
or employees of the Company or its Affiliates and subject to Delaware law, the members of the Committee and individuals to whom
authority to act for the Board, the Committee or the Company is delegated in accordance with Section 3 hereof, shall have no liability
for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder and shall be
indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any
of them may be a party by reason of any action taken or failure to act, determination made in good faith under or in connection
with the Plan, or any Award or right granted hereunder; provided, however, that within sixty (60) days after the
institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own
expense to handle and defend the same.
4.0 Shares
Subject to Plan.
4.1 Maximum
Number of Shares. Subject to adjustment as provided in Section 16, the number of Shares reserved for delivery under the Plan
pursuant to Awards settled in Shares shall be one million nine hundred thousand (1,900,000) Shares. As required under Treasury
Regulation Section 1.422-2(b)(3)(i), in no event will the number of Shares that may be delivered pursuant to Incentive Stock Options
granted under the Plan exceed this Share limit. The Shares that may be delivered under the Plan may consist of authorized but
unissued Shares or treasury Shares or any combination thereof.
4.2 Awards
Intended to Qualify for the Section 162(m) Exemption. The following limitations shall apply to any Award intended to qualify
for the Section 162(m) Exemption:
(i) Options
and Freestanding SARs. The maximum aggregate number of Shares underlying any Option or SAR that may be granted to any one
individual within any fiscal year of the Company is 600,000 Shares.
(ii) Restricted
Stock and Restricted Stock Units. The maximum aggregate number of Shares underlying any Restricted Stock or Restricted Stock
Unit to be settled in Shares that may be granted to any one individual within any fiscal year of the Company is 600,000 Shares.
(iii) Performance
Awards. The maximum aggregate number of Shares underlying any Performance Award to be settled in Shares that may be granted
to any one individual in any fiscal year of the Company is 600,000 Shares.
(iv) Cash-Based
Awards. The maximum aggregate value as of the Grant Date of any Cash-Based Award or Performance Award payable in cash that
may be granted during any fiscal year of the Company to any single employee is U.S. $2,000,000.
4.3 Share
Counting Rules. If an Award for any reason expires, is forfeited, or becomes unexercisable without having been exercised in
full, or for any other reason is not paid or delivered, any Shares which were subject thereto shall become available for future
grant under the Plan. Restricted Stock that is forfeited shall become available for future grant or sale under the Plan, provided
no dividends have been paid thereon. Shares that are tendered, whether by physical delivery, by attestation, or by Net Exercise
to the Company by the grantee as full or partial payment of the Exercise Price of any Award or in payment of any applicable withholding
for federal, state, local or foreign taxes incurred in connection with the exercise, vesting or settlement of any Award shall
become available for future grant under the Plan. Except as otherwise provided in this Section, the Committee may determine rules
for counting Shares.
5. Eligibility
and Participation.
5.1 Persons
Eligible for Awards. Awards may be granted to employees, officers, directors and other individuals providing bona fide services
to or for, the Company or any Affiliate, as selected by the Committee, in its sole discretion, from time to time; provided,
that Non-Employee Directors shall only be eligible to receive Awards granted pursuant to Section 12. The Committee may also grant
Awards to individuals in connection with hiring or other initial engagement, prior to the date the individual first performs services
for the Company or an Affiliate, provided, that such Awards shall not become vested or exercisable, and no Shares shall
be delivered to such individual, prior to the date the individual first commences performance of such services.
5.2 Participation
in the Plan. Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award.
6. Stock
Options.
6.1 Grant.
Options shall be evidenced by an Award Agreement specifying the number of Shares subject to the Award, the Exercise Price,
and such other terms and conditions as the Committee shall provide, subject to the provisions of this Section 6.
6.2 Exercise
Price. The Exercise Price for each Option shall be established in the discretion of the Committee; provided, however,
that the Exercise Price per Share shall not be less than the Fair Market Value of a Share on the Grant Date.
6.3 Exercisability
and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such
terms and conditions as shall be determined by the Committee and set forth in the Award Agreement; provided, however,
that no Option shall be exercisable after the expiration of ten (10) years after the Grant Date, and no Option shall be exercisable
after an act or omission of the Grantee that constitutes Cause (whether before, coincident with, or after the grantee’s
termination of employment). Subject to the foregoing, unless otherwise specified in the Award Agreement, each Option shall terminate
ten (10) years after the Grant Date, unless earlier terminated in accordance with its provisions.
6.4 Payment
of Exercise Price. Except as otherwise provided in the Award Agreement and subject to Section 19.6, payment of the Exercise
Price for the number of Shares being purchased pursuant to any Option shall be made 1.1.1.1. in cash or by check or cash equivalent,
1.1.1.2. by tender to the Company, or attestation to the ownership, of Shares owned by the grantee having a Fair Market Value
not less than the Exercise Price, 1.1.1.3. by delivery of a properly executed notice of exercise together with irrevocable instructions
to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the Shares
being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions
of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), 1.1.1.4. by delivery
of a properly executed notice electing a Net Exercise, 1.1.1.5. by such other consideration as may be approved by the Committee
from time to time to the extent permitted by applicable law, or 1.1.1.6. by any combination thereof. Notwithstanding the foregoing,
an Option may not be exercised by tender to the Company, or attestation to the ownership, of Shares to the extent such tender
or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of
the Shares.
6.5 Effect
of Termination of Service. Subject to earlier termination of the Option as otherwise provided herein and except as otherwise
set forth in the Award Agreement, an Option shall terminate immediately upon the grantee’s termination of service to the
extent that it is then unvested and shall be exercisable after the grantee’s termination of service to the extent it is
then vested only during the applicable time period determined in accordance with this section, and thereafter shall terminate.
(a) Death,
Disability, Retirement and Termination Without Cause. If the grantee’s service terminates by reason of the death,
Disability or Retirement of the grantee, or termination of the grantee’s service by the Company or an Affiliate for reasons
other than for Cause, the portion of the Option that is unvested as of such date shall immediately terminate and the portion of
the Option that is vested as of such date may, to the extent unexercised, be exercised by the grantee (or the grantee’s
guardian or legal representative, if applicable) at any time prior to the expiration of (i) in the case of Retirement or termination
for reasons other than Cause, three (3) months after the date the grantee’s service terminates, and (ii) in the case of
death or Disability, twelve (12) months after the date the grantee’s service terminates, but in any event no later than
the expiration of the term of the Option, and shall thereafter terminate.
(b) Termination
for Cause. If the grantee’s service is terminated by the Company or an Affiliate for Cause, the Option shall terminate
in its entirety and cease to be exercisable immediately upon the act or omission of the Grantee that constituted Cause.
(c) Voluntary
Termination of Service. If the grantee voluntarily terminates his or her service for any reason other than Retirement,
the Option, to the extent unexercised and exercisable for vested Shares on the date the grantee’s service terminates, may
be exercised by the grantee at any time prior to the expiration of thirty (30) days after the date the grantee’s service
terminates, but in any event no later than the expiration of the term of the Option, and shall thereafter terminate.
6.6 Incentive
Stock Option Limitations and Terms.
(a) Persons
Eligible. Incentive Stock Options may be granted only to a person who, on the Grant Date, is an employee of the Company,
or any “parent corporation” or a “subsidiary corporation” of the Company as defined in Sections 424(e)
and (f) of the Code, respectively.
(b) $100,000
Limitation. To the extent that Incentive Stock Options (granted under all plans of the Company or any “subsidiary
corporation” become exercisable by a grantee for the first time during any calendar year for Shares having a Fair Market
Value greater than One Hundred Thousand Dollars ($100,000), the portion of such Options which exceeds such amount shall be treated
as Nonqualified Stock Options. For purposes of this section, Options designated as Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value per Share shall be determined as of the Grant Date.
(c) Exercise
Price. No Incentive Stock Option granted to any employee who as of the Grant Date owns stock possessing more than ten
percent (10%) of the total combined voting power of the Company shall have an Exercise Price per Share less than one hundred ten
percent (110%) of the Fair Market Value of a Share on the Grant Date of the Option. Notwithstanding the foregoing, an Option (whether
an Incentive Stock Option or a Nonqualified Stock Option) may be granted with an Exercise Price lower than the minimum Exercise
Price set forth above if such Option is granted pursuant to an assumption or substitution for another Option in a manner qualifying
under the provisions of Section 424(a) of the Code.
(d) Term.
No Incentive Stock Option granted to any employee who as of the Grant Date owns stock possessing more than ten percent (10%)
of the total combined voting power of the Company shall be exercisable after the expiration of five (5) years after the Grant
Date of such Option.
(e) Transferability.
Incentive Stock Options shall not be assignable or transferable other than by will or the laws of descent and distribution
and may be exercised, during the grantee’s lifetime, only by the grantee; provided, however, that the grantee
may, to the extent provided in the Plan in any manner specified by the Committee, designate in writing a beneficiary to exercise
his or her Incentive Stock Option after the grantee’s death.
(f) Notification
of Disqualifying Disposition. If any grantee shall make any disposition of Shares delivered pursuant to the exercise of
an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions),
such grantee shall notify the Company of such disposition within ten (10) days thereof.
7. Stock
Appreciation Rights.
7.1
Grant. An SAR shall be evidenced by an Award Agreement specifying the number of Shares subject to the
Award, the Strike Price and such other terms and conditions as the Committee shall provide, subject to the provisions of this
Section 7.
7.2 Types
of SARs Authorized and Strike Price. Tandem SARs and Freestanding SARs may be granted under the Plan.
7.3 Strike
Price. The Strike Price for each SAR shall be established in the discretion of the Committee on the Grant Date; provided,
however, that (a) the Strike Price per Share subject to a Tandem SAR shall be equal to the Exercise Price per Share under
the related Option on the Grant Date, and (b) the Strike Price per Share subject to a Freestanding SAR shall be not less than
the Fair Market Value of a Share on the Grant Date.
7.4 Exercisability
and Term of SARs.
(a) Tandem
SARs. Tandem SARs shall be exercisable only at the time and to the extent the related Option is exercisable, subject to such provisions
as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of Shares subject to the related
Option. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the related Option expires, terminates,
or is forfeited or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the Shares subject to such SAR, the related
Option shall be canceled automatically as to the number of Shares with respect to which the Tandem SAR is exercised. Upon the exercise
of an Option related to a Tandem SAR as to some or all of the Shares subject to such Option, the related Tandem SAR shall be canceled
automatically as to the number of Shares with respect to which the related Option is exercised.
(b) Freestanding
SARs. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such
terms and conditions as shall be determined by the Committee and set forth in the Award Agreement; provided, however,
that no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the Grant Date.
7.5 Exercise
of SARs. Upon the exercise of an SAR, the grantee (or the grantee’s legal representative or other person who acquired
the right to exercise the SAR by reason of the grantee’s death) shall be entitled to receive payment of an amount for each
Share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value of a Share on the date
of exercise of the SAR over the Strike Price. Payment of such amount following exercise shall be made in Shares or cash (or in
any combination thereof) as provided in the Award Agreement. When the Award Agreement provides for payment in Shares, the number
of Shares to be delivered shall be determined on the basis of the Fair Market Value of a Share on the date of exercise of the
SAR.
7.6 Effect
of Termination of Service. Subject to earlier termination of the SAR as provided herein, an SAR shall be exercisable after
a grantee’s termination of service only to the extent and during the applicable time period determined in accordance with
Section 6.5 (treating the SAR as if it were an Option) and thereafter shall terminate.
8. Restricted
Stock.
8.1 Grant.
Restricted Stock shall be evidenced by Award Agreements specifying the number of Shares subject to the Award and such other
terms and conditions as the Committee shall provide, subject to the provisions of this Section 8.
8.2 Vesting.
Restricted Stock shall be made subject to vesting conditions based upon the satisfaction of such service requirements, conditions,
restrictions, or Performance Goals, as shall be established by the Committee and set forth in the Award Agreement. Unless otherwise provided
in the Award Agreement, Restricted Stock that vests based on continued provision of service shall vest automatically when the grantee
becomes eligible for Retirement. If either the grant of or satisfaction of vesting conditions applicable to a Restricted Stock Award is
to be contingent upon the attainment of one or more Performance Goals and the Award is intended to qualify for the Section 162(m) Exemption,
the Committee shall follow procedures substantially equivalent to those set forth in Section 10.
8.3 Purchase
Price. The Committee shall determine the purchase price, if any, that a grantee shall pay for a Restricted Stock. Notwithstanding
the foregoing, if required by applicable state corporate law, the grantee shall furnish consideration in the form of cash or past
services rendered to a Company or any Affiliate or for its benefit having a value not less than the par value of the Shares subject
to a Restricted Stock Award. The purchase price, if any, shall be paid no more than thirty (30) days from the Grant Date of the
Restricted Stock.
8.4 Payment
of Purchase Price. Payment of the purchase price, if any, for the number of Shares being purchased pursuant to any Restricted
Stock shall be made (a) in cash or by check or cash equivalent, (b) by such other consideration as may be approved by the Committee
from time to time to the extent permitted by applicable law, or (c) by any combination thereof.
8.5 Voting
Rights; Dividends and Distributions. Except as provided in the Award Agreement, during any period in which Shares acquired
pursuant to a Restricted Stock Award remain subject to vesting conditions, the grantee shall have all of the rights of a shareholder of
the Company holding Shares, including the right to vote such Shares and to receive all dividends and other distributions paid with respect
to such Shares; provided, however, that, except as otherwise provided in an Award Agreement, any dividends or other distributions
payable on any Restricted Stock the restrictions for which have not lapsed shall be withheld and accumulated, and paid, if at all, upon
the lapse of such restrictions, and in the event of a forfeiture of such Restricted Stock, such dividends and other distributions shall
be forfeited. The right to receive dividends shall end on the date on which the Restricted Stock Award is terminated, canceled, or forfeited.
Notwithstanding the foregoing, where the vesting of the Award is contingent upon performance, no dividends or Dividend Equivalent Rights
shall be paid unless and until the Award vests.
8.6 Effect
of Termination of Service. Unless otherwise provided in the Award Agreement, if the grantee’s service terminates for
any reason prior to the date the Restricted Stock becomes vested, all such Restricted Stock shall automatically be forfeited for
no consideration on the date of such termination of service.
9. Restricted
Stock Units.
9.1 Grant.
Restricted Stock Units shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the
Award and such other terms and conditions as the Committee shall provide, subject to the provisions of this Section 9.
9.2 Vesting.
Restricted Stock Units may (but need not) be made subject to vesting conditions based upon the satisfaction of such service
requirements, conditions, restrictions, or Performance Goals, as shall be established by the Committee and set forth in the Award Agreement.
If either the grant of Restricted Stock Units or the vesting conditions with respect to such Award is to be contingent upon the attainment
of one or more Performance Goals and the Award is intended to qualify for the Section 162(m) Exemption, the Committee shall follow procedures
substantially equivalent to those set forth in Section 10.
9.3 Settlement
of Restricted Stock Units. The Company shall deliver to a grantee on the date on which Restricted Stock Units subject to the
grantee’s Restricted Stock Unit Award vest or on such other date as provided in the Award Agreement one (1) Share for each
Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of applicable taxes,
if any. Notwithstanding the foregoing, the Committee, in its discretion, may provide in the Award Agreement on the Grant Date
for settlement of any Restricted Stock Units by payment to the grantee in cash of an amount equal to the Fair Market Value on
the payment date of the Shares or other property otherwise to be delivered to the grantee pursuant to this section.
9.4 Voting
Rights, Dividend Equivalent Rights and Distributions. A grantee shall have no voting rights with respect to Shares represented
by Restricted Stock Units until the delivery of the Shares subject to such Award (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide
in the Award Agreement that the grantee shall be entitled to Dividend Equivalent Rights with respect to a Restricted Stock Unit
during the period beginning on the date such Award is granted and ending, with respect to each Share subject to the Award, on
the earlier of the date the Award is settled or the date on which it is terminated, canceled or forfeited. Notwithstanding the
foregoing, where the vesting of the Award is contingent upon performance, no dividends or Dividend Equivalent Rights shall be
paid unless and until the Award vests.
9.5 Effect
of Termination of Service. Unless otherwise provided in the Award Agreement, if the grantee’s service terminates for
any reason prior to the date the Restricted Stock Units become vested, all such Restricted Stock Units shall automatically be
forfeited for no consideration on the date of such termination of service.
10. Performance
Awards.
10.1 Grant.
Performance Awards may be denominated as performance shares, performance units or other Awards payable in cash or Shares,
and shall be evidenced by an Award Agreement specifying the number of Shares or units or the amount of cash subject thereto, the
Performance Goals, the Performance Measures, the performance period, the performance formula determining the amount of cash or
Shares or combination thereof to be earned based on achievement of the Performance Goals and such other terms and conditions as
the Committee shall provide, subject to the provisions of this Section 10. The Plan is designed to permit the grant of Performance
Awards that qualify for the Section 162(m) Exemption. Whenever the Committee determines that it is advisable, the Committee may
grant Awards that do not qualify for the Section 162(m) Exemption. Each performance unit shall have an initial value that is established
by the Committee on the Grant Date. Each performance share shall have an initial value equal to the Fair Market Value of a Share
on the Grant Date.
10.2 Establishment
of Performance Period, Performance Goals and Performance Formula. With respect to each Performance Award intended to qualify
for the Section 162(m) Exemption, the Committee shall establish the Performance Goals and the performance formula, as applicable,
no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable performance period or (b)
the date on which 25% of the performance period has elapsed, and, in any event, at a time when the outcome of the Performance
Goals remain substantially uncertain. Once established, the Performance Goals and the performance formula for an Award intended
to qualify for the Section 162(m) Exemption shall not be changed during the performance period.
10.3 Measurement
of Performance Goals. Performance Goals shall be established by the Committee on the basis of one or more Performance Measures,
subject to the following:
(a) Performance
Measures. Performance Measures shall have the same meanings as used in the Company’s financial statements, or, if
such terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to applicable
accounting principles, or as used generally in the Company’s industry. Performance Measures may be one or more of the following,
as determined by the Committee: revenue; sales; expenses; operating income; gross profit; gross margin; operating margin; earnings
before any one or more or a combination of: stock-based compensation expense, interest, taxes, depreciation and amortization;
pre-tax profit; operating income or profit; net operating income; net income; after tax operating income; economic value added;
cash flow(s); free cash flow; operating cash flow; balance of cash, cash equivalents and marketable securities; stock price; earnings
or book value per share; earnings per share; diluted earnings per share; return on shareholder equity; return on capital; return
on assets; return on equity; return on capital, capital employed or investment; return on investment; employee satisfaction; employee
retention, customer satisfaction, safety or diversity, market share product development; research and development expenses; completion
or attainment of objectively determinable targets with respect to an identified special project; total sales or revenues or sales
or revenues per employee; production (separative work units or SWUs); stock price or total shareholder return; dividends; strategic
business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals, and
goals relating to acquisitions or divestiture, and except in the case of Awards to Covered Employees intended to qualify for the
Section 162(m) Exemption, any other performance criteria established by the Committee.
(b) Permitted
Adjustments. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter,
provide for the positive or negative adjustment of the performance formula applicable to a Performance Award granted to any grantee,
except in the case of an Award intended to qualify for the Section 162(m) Exemption with respect to a Covered Employee, to reflect
such factors as the Committee may determine. Notwithstanding the foregoing, Performance Goals shall, to the extent applicable,
and to the extent provided in the Award Agreement, be adjusted by the Committee to take into account the effect of the following:
changes in accounting standards that may be required by the Financial Accounting Standards Board after the Performance Goal is
established; realized investment gains and/or losses; extraordinary, unusual, non-recurring or infrequent items; currency fluctuations;
acquisitions; divestitures; litigation losses; financing activities; expenses for restructuring or productivity initiatives; other
non-operating items; new laws, cases or regulatory developments that result in unanticipated items of gain, loss, income or expense;
executive severance arrangements; investment returns relating to investment vehicles which are unaffiliated with a Company or
divisional operating strategy; bonus expense; the impact on pre-tax income of interest expense attributable to the repurchase
of Shares; extraordinary dividends or Share dividends; the effect of corporate reorganizations or restructuring, spinoff, or a
sale of a business unit; and other items as the Committee determines to be required so that the operating results of the Company,
division, or an Affiliate shall be computed on a comparative basis from performance period to performance period; in each case
as those terms are defined under applicable accounting principles and provided in each case that such excluded items are objectively
determinable by reference to the Company’s financial statements, notes to the Company’s financial statements, and/or
management’s discussion and analysis in the Company’s financial statements. Determination by the Committee shall be
final and conclusive on all parties, but shall be based on relevant objective information or financial data. The Committee shall
have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value
of the Performance Award that would otherwise be paid to the Covered Employee notwithstanding the attainment of any Performance
Goals and the resulting value of the Performance Award determined in accordance with the performance formula. No such reduction
may result in an increase in the amount payable upon settlement of another grantee’s Performance Award that is intended
to qualify for the Section 162(m) Exemption.
10.4 Settlement
of Performance Awards.
(a) Determination
of Final Value. Following the completion of the performance period applicable to a Performance Award, the Committee shall
certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the
Award earned by the grantee and to be paid upon its settlement in accordance with the applicable performance formula.
(b) Payment
in Settlement of Performance Awards. Following the Committee’s determination and certification in accordance with
Section 10.4(a), payment shall be made to each eligible grantee (or such grantee’s legal representative or other person
who acquired the right to receive such payment by reason of the grantee’s death) of the final value of the grantee’s
Performance Award. Payment of such amount shall be made in cash, Shares, or a combination thereof as determined by the Committee
on the Grant Date and set forth in the Award Agreement. Unless otherwise provided in the Award Agreement, payment shall be made
in a lump sum following the close of the performance period at the time and in accordance with procedures established by the Committee
but in no event later than the 15th day of the third month following the later of the last day of the calendar year or the last
day of the Company’s fiscal year in which the Performance Goals are achieved. If permitted by the Committee, and consistent
with the requirements of Section 409A, the grantee may elect to defer receipt of all or any portion of the payment to be made
to the grantee pursuant to this section on such terms and conditions as the Committee may allow. If any payment is to be made
on a deferred basis, the Committee may, but shall not be obligated to, provide for the payment during the deferral period of Dividend
Equivalent Rights.
(c) Provisions
Applicable to Payment in Shares. If a Performance Award is denominated in Shares, the number of Shares delivered pursuant
to such Award shall be set forth in the Award Agreement or determined by the Committee based on the achievement of the applicable
Performance Goals. If payment of a Performance Award that is not denominated in Shares is to be made in Shares, the number of
such Shares shall be determined by dividing the final value of the Performance Award by the Fair Market Value of a Share. Shares
delivered in payment of any Performance Award may be fully vested and freely transferable Shares or may be Shares subject to vesting
conditions as provided in Section 8.2. Any Shares subject to vesting conditions shall be evidenced by an appropriate Award Agreement
and shall be subject to the provisions of Section 8.6.
(d) Vesting
of Performance Awards. The vesting conditions for Performance Awards shall be determined by the Committee and set forth
in the Award Agreement.
10.5 Voting
Rights; Dividend Equivalent Rights and Distributions. Grantees shall have no voting rights with respect to Shares represented
by Performance Awards until the date of the delivery of such Shares, if any, in settlement of such Awards (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee,
in its discretion, may provide in the Award Agreement that the grantee shall be entitled to Dividend Equivalent Rights during
the period beginning on the date the Award is granted and ending, with respect to each Share subject to the Award, on the earlier
of the date on which the Award is settled or the date on which it is terminated, canceled or forfeited. Notwithstanding the foregoing,
where the vesting of the Award is contingent upon performance, no dividends or Dividend Equivalent Rights shall be paid unless
and until the Award vests.
10.6 Effect
of Termination of Service. Unless otherwise provided in the Award Agreement, if the grantee’s service terminates for
any reason prior to the date the Performance Awards become vested, all such Performance Awards shall automatically be forfeited
for no consideration on the date of such termination of service.
11. Cash-Based
Awards and Other Stock-Based Awards.
11.1 Grant
of Cash-Based and Other Stock-Based Awards. The Committee may grant Cash-Based Awards and Other Stock-Based Awards evidenced
by an Award Agreement in such form and containing such terms and conditions as the Committee shall provide, subject to the provisions
of this Section 11. Other Stock-Based Awards may (but need not) be made subject to vesting conditions based upon the satisfaction
of such service requirements, conditions, restrictions or Performance Goals, as shall be established by the Committee and set
forth in the Award Agreement.
11.2 Payment
or Settlement of Cash-Based Awards and Other Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based
Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award Agreement, in cash, Shares or other
securities or any combination thereof as the Committee determines. The determination and certification of the final value with
respect to any Cash-Based Award or Other Stock-Based Award intended to qualify for the Section 162(m) Exemption shall comply with
the requirements applicable to Performance Awards set forth in Section 10.
11.3 Voting
Rights; Dividend Equivalent Rights and Distributions. Grantees shall have no voting rights with respect to Shares represented
by Other Stock-Based Awards until the delivery of such Shares (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), in settlement of such Award. However, the Committee, in its discretion,
may provide in the Award Agreement that the grantee shall be entitled to Dividend Equivalent Rights with respect to the payment
of ordinary cash dividends on Shares subject to Other Stock-Based Awards during the period beginning on the date such Award is
granted and ending, with respect to each Share subject to the Award, on the earlier of the date the Award is settled or the date
on which it is terminated, canceled or forfeited. Notwithstanding the foregoing, where the vesting of the Award is contingent
upon performance, no dividends or Dividend Equivalent Rights shall be paid unless and until the Award vests.
11.4 Effect
of Termination of Service. Each Award Agreement shall set forth the extent to which the grantee shall have the right to receive
upon or after termination of service Cash-Based Awards and Other Stock-Based Awards outstanding as of such termination of service.
12. Non-Employee
Director Awards.
The
Committee may provide that all or a portion of a Non-Employee Director’s annual retainer, any committee or other chairman
fees, and any other fees be payable (either automatically or at the election of an Non-Employee Director) in the form of Nonqualified
Stock Options, Restricted Stock, Restricted Stock Units, and/or Other Stock-Based Awards evidenced by Award Agreements containing
such terms and conditions as the Committee shall determine.
13. Change
in Control.
The
Committee may, in its discretion, provide in any Award Agreement, or in the event of a Change in Control may take such actions
as it deems appropriate, to provide for the acceleration of the exercisability, vesting and/or settlement in connection with a
Change in Control of each or any outstanding Award or any portion thereof and Shares acquired pursuant thereto upon such conditions,
including termination of the grantee’s service prior to, upon, or following such Change in Control, to such extent as the
Committee shall determine; provided that there shall be no such acceleration where it could result in additional taxes, penalties
or interest under Section 409A of the Code.
14. Compliance
with Securities Law.
The
Committee may refuse to deliver any Shares or other consideration under an Award if, acting in its sole discretion, it determines
that the issuance, delivery or transfer of such Shares or such other consideration might violate any applicable law or regulation
(including applicable non-U.S. laws or regulations) or entitle the Company to recover the same under Section 16(b) of the Exchange
Act, and any payment tendered to the Company by a grantee, other holder or beneficiary in connection with the exercise of such
Award shall be promptly refunded to the relevant grantee, holder, or beneficiary. Without limiting the generality of the foregoing,
no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding,
unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with
all applicable requirements of the U.S. federal or non-U.S. securities laws and any other laws to which such offer, if made, would
be subject. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed
by the Company’s legal counsel to be necessary to the lawful delivery and sale of any Shares hereunder shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not
have been obtained. As a condition to delivery of any Share, the Company may require the grantee to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation
or warranty with respect thereto as may be requested by the Company.
15. Tax
Withholding.
15.1 Tax
Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require
the grantee, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local
and foreign taxes, if any, required by law to be withheld by the Company or any Affiliate with respect to an Award or the Shares
acquired pursuant thereto. The Company shall have no obligation to deliver Shares, to release Shares from an escrow established
pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Company’s or any Affiliate’s
tax withholding obligations have been satisfied by the grantee.
15.2 Withholding
in Shares. Subject to Section 19.6, the Company shall have the right, but not the obligation, to deduct from the Shares deliverable
to a grantee upon the exercise or settlement of an Award, or to accept from the grantee the tender of, a number of whole Shares
having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Company
or any Affiliate. The Fair Market Value of any Shares withheld or tendered to satisfy any such tax withholding obligations shall
not exceed the amount determined by the applicable minimum statutory withholding rates.
16. Adjustments
for Corporate Transactions and Other Events.
16.1 Adjustments.
In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, Share split, reverse Share split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, exchange of Shares or other securities of the Company, issuance of warrants or other rights
to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan, then the Committee shall, without the grantee’s consent,
in such manner as it may deem equitable: (a) adjust any or all of (i) the number of Shares or other securities of the Company
(or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the maximum number of Shares
subject to Awards granted to a grantee pursuant to Section 4.2 of the Plan, (iii) the number of Shares or other securities of
the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iv) the Exercise Price or
Strike Price with respect to any Award; (b) if deemed appropriate, subject to Section 16.3, provide for (i) the continuation of
the outstanding Awards if the Company is the surviving entity of any merger, consolidation or event of a transaction providing
for the sale of all or substantially all of the Company’s Shares or assets or other transaction or event having a similar
effect, or (ii) the assumption of the Plan and outstanding Awards or the substitution of an equivalent award in respect of securities
of the surviving entity of any merger, consolidation or transaction providing for the sale of all or substantially all of the
Company’s Shares or assets or other transaction or event having a similar effect; or (c) if deemed appropriate, make provision
for the settlement of the intrinsic value of the outstanding Options (whether or not exercisable) in cash, cash equivalents or
equity followed by the cancellation of such Options or other cash payment to the holder of an outstanding Award; provided,
that in each case (I) with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that
such authority would cause the Plan to violate Section 422(b)(1) of the Code, as from time to time amended, unless otherwise determined
by the Committee, (II) with respect to any Award no such adjustment shall be authorized to the extent that such authority would
be inconsistent with the Plan’s qualification for the Section 162(m) Exemption, unless otherwise determined by the Committee,
and (III) such adjustment shall be in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D).
16.2 Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to Section 16.1, the Committee may make adjustments
in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 16.1 hereof) affecting the Company, any Affiliate, or the financial statements
of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan; provided, that no such adjustment shall be authorized to the extent that
such authority would be inconsistent with an Award’s qualification for the Section 162(m) Exemption, unless otherwise determined
by the Committee.
16.3 Limitation
on Adjustments and Substitutions. With respect to Options or SARs, no substitutions or adjustments under Sections 16.1 or
16.2 shall be made if such substitution or adjustment would cause such Option or SAR to be treated as deferred compensation subject
to taxes and penalties under Section 409A. With respect to Options and SARs, any substitutions or adjustments under Sections 16.1
or 16.2 shall be based on the intrinsic value of such Option or SAR as determined by the Committee, in its discretion, as of the
date of such substitution or adjustment. For the absence of doubt, if the Exercise Price per Share or Strike Price per Share of
an Option or SAR is higher than the Fair Market Value of a Share, the intrinsic value of such Option or SAR shall equal zero.
17. Amendment
or Termination of Plan.
The
Board may at any time suspend or terminate the Plan. The Board may amend the Plan at any time, provided that any material amendment
to the Plan will not be effective unless approved by the Company’s shareholders. For this purpose, a material amendment
is any amendment that would (a) increase the benefits accrued to participants under the Plan, (b) increase the number of Shares
available under the Plan (except by operation of the provisions of Section 16), (c) change the types of awards that may be granted
under the Plan, (d) modify the requirements for participation in the Plan, or (e) require approval of the Company’s shareholders
under any applicable law, regulation or rule, including the rules of any stock exchange or market system upon which the Shares
may then be listed. The Committee may, in its sole and absolute discretion and without the consent of any grantee, amend the Plan
or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming
the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan. The Committee may amend
any Award Agreement in any other manner or may waive any conditions or rights under, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted, prospectively or retroactively; provided, that any such amendment, waiver, alteration,
suspension, discontinuance, cancellation or termination that would materially adversely affect the rights of any grantee or any
holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected
grantee, holder, or beneficiary. However, without approval of the Company’s shareholders given within twelve (12) months
before or after the action by the Committee, no action of the Committee may, except as provided in Section 16.1, (i) reduce the
Exercise Price or Strike Price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or (iii)
cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Exercise Price or Strike Price per
share exceeds the Fair Market Value of the underlying Shares. No amendment or termination of the Plan shall result in any acceleration
or delay in the payment of any amount due under this Plan except to the extent such acceleration or delay would not result in
amounts granted or payable under the Plan becoming subject to (i) the gross income inclusion set forth in Section 409A(a)(1)(A)
of the Code, or (ii) the interest or additional tax set forth in Section 409A(a)(1)(B) of the Code.
18. Section
409A.
18.1 Awards
Subject to Section 409A. The provisions of this Section 18 shall apply to any Award or portion thereof that is or becomes
deferred compensation subject to Section 409A, notwithstanding any provision to the contrary contained in the Plan or the Award
Agreement applicable to such Award.
18.2 Termination
of Employment/Service. The term “termination of employment” or “termination of service” shall mean
the grantee’s “separation from service” as defined in Code Section 409A. For this purpose, a “separation
from service” is deemed to occur on the date that the Company, and the grantee reasonably anticipate that the level of bona
fide services the grantee would perform for the Company and/or any Affiliates after that date (whether as an employee, director
or other service provider) would permanently decrease to a level that, based on the facts and circumstances, would constitute
a separation from service; provided that a decrease to a level that is 50% or more of the average level of bona fide services
provided over the prior 36 months shall not be a separation from service, and a decrease to a level that is 20% or less of the
average level of such bona fide services shall be a separation from service. The Committee retains the right and discretion to
specify, and may specify, whether a separation from service occurs for individuals providing services to the Company or an Affiliate
immediately prior to an asset purchase transaction in which the Company or an Affiliate is the seller who provide services to
a buyer after and in connection with such asset purchase transaction; provided, such specification is made in accordance with
the requirements of Treasury Regulation Section 1.409A-1(h)(4). To the extent that settlement of an Award subject to Section 409A
is triggered by a grantee’s separation from service, if the grantee is then a “specified employee” (as defined
in Section 409A(a)(2)(B)(i) of the Code) of the Company, no distribution shall be made before the date which is six (6) months
after such grantee’s date of separation from service, or, if earlier, the date of the grantee’s death.
18.3 Avoidance
of Section 409A Penalties. The Company intends for the Plan, as described herein and as may be subsequently amended from time
to time, and for every Award Agreement under this Plan, to be written, construed and operated (and the Plan and each Award Agreement
shall be written, construed and operated) in a manner such that no amounts granted or payable under the Plan or such Award Agreement
become subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code, or (b) the interest and additional
tax set forth within Section 409A(a)(1)(B) of the Code. The provisions of the Plan shall not be construed as a guarantee by the
Company of any particular tax effect to any grantee. The Company shall not be liable to any grantee for any payment or grant made
under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for
reporting in good faith any payment or grant made under this Plan as an amount includible in gross income under Section 409A of
the Code.
19. Miscellaneous
Provisions.
19.1 Forfeiture
Events. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company,
as a result of misconduct, with any financial reporting requirement under the securities laws, any grantee who knowingly or through
gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and
any grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002,
shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month
period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first
occurred) of the financial document embodying such financial reporting requirement. In addition, any Awards under the Plan shall
be subject to any compensation recovery or “clawback” policy that may be adopted by the Board or the Committee from
time to time, including retroactively, in order to implement final rule making under Section 954 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act or any future changes in law or regulations.
19.2 Rights
as Employee or Service Provider. No person, even though eligible pursuant to Section 5, shall have a right to be selected
as a grantee, or, having been so selected, to be selected again as a grantee. Nothing in the Plan or any Award granted under the
Plan shall confer on any grantee a right to remain an employee, service provider or a director of the Company or interfere with
or limit in any way any right of the Company or any Affiliate to terminate the grantee’s service at any time. To the extent
that an employee of any Affiliate receives an Award under the Plan, that Award shall in no event be understood or interpreted
to mean that the Company is the employee’s employer or that the employee has an employment relationship with the Company.
19.3 Rights
as a Shareholder. A grantee shall have no rights as a shareholder with respect to any Shares covered by an Award until the
date of the delivery of Shares pursuant to the Award (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions, or other rights for which the record date is
prior to the date such Shares are delivered, except as provided in Section 16 or another provision of the Plan. For the absence of doubt,
a grantee to whom Restricted Shares are delivered is entitled to all rights of a shareholder of the Company.
19.4 Transferability
of Awards. Except as provided below, no Award shall be assigned, alienated pledged, attached, sold, or otherwise transferred
or encumbered by a grantee, except by will or the laws of descent and distribution. Notwithstanding the foregoing, an Award Agreement
may provide that a grantee may transfer any vested Award, other than an Incentive Stock Option, to members of his or her immediate family
(as defined as his or her spouse, children or grandchildren) or to one or more trusts for the exclusive benefit of such grantee or his
or her immediate family members or partnerships in which such grantee or his or her immediate family members are the only partners, if
the transfer is approved by the Committee and the grantee does not receive any consideration for the transfer. Any such transferred Award
shall continue to be subject to the same terms and conditions that were applicable to such Award immediately prior to its transfer (except
that such transferred Award shall not be further transferable by the transferee), Compliance with Section 15 of the Plan (respecting tax
withholding) shall remain the responsibility of the original grantee, and the rights of any person under the Award upon or after the termination
of service of the original grantee shall depend on the circumstances of the original grantee’s termination of service. Any transfer
shall be subject to such other rules and procedures as the Committee may specify.
19.5 Delivery
of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be delivered the Shares
acquired pursuant to an Award and shall deliver such Shares to or for the benefit of the grantee by means of one or more of the
following, as determined by the Company: (a) by delivering to the grantee evidence of book entry Shares credited to the account
of the grantee, or (b) by depositing such Shares for the benefit of the grantee with any broker with which the grantee has an
account relationship, or (c) by delivering such Shares to the grantee in certificate form.
19.6 Fractional
Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated. In the event of any payment by
a grantee of any Exercise Price, withholding obligation or otherwise under the Plan, where such payment is made in Shares, payment
shall be made in whole Shares only, in a number whose Fair Market Value does not exceed the amount to be paid. Any amount payable
with a value of a fractional Share shall be paid by grantee or the Company, as applicable, in cash or such other manner as determined
by the Committee.
19.7 Retirement
and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as
“compensation” for purposes of computing the benefits payable to any grantee under the Company’s or any Affiliate’s
retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such
compensation shall be taken into account in computing a grantee’s benefit.
19.8 Beneficiary
Designation. Each grantee may file with the Company a written designation of a beneficiary who is to receive any benefit under
the Plan to which the grantee is entitled in the event of such grantee’s death before he or she receives any or all of such
benefit. The grantee may change or revoke any such designation without the consent of any designated beneficiary. Each designation
will revoke all prior designations by the same grantee, shall be in a form prescribed by or acceptable to the Committee, and will
be effective only when filed by the grantee in writing with the Committee during the grantee’s lifetime. If a grantee dies
without an effective designation of a beneficiary who is living (or in existence) at the time of the grantee’s death, the
Company will pay any remaining unpaid benefits to the grantee’s surviving spouse, if any, or if none then to the grantee’s
estate.
19.9 Severability.
If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in
any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability
of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.
19.10 No
Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s
or any Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets;
or (b) limit the right or power of the Company or any Affiliate to take any action which such entity deems to be necessary or
appropriate.
19.11 Governing
Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware without giving effect to the conflict of law principles
thereof.
19.12 No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that
any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any Affiliate.
19.13 Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include
the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
1234567 1234567 provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, 123,456,789,012.12345 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR
RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For All Withhold All For All Except To
withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the The Board of
Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01) Mikel H. Williams
06) Neil S. Subin 02) W. Thomas Jagodinski 07) Kirkland H. Donald 03) Tina W. Jonas 08) Bradley J. Sawatzke 04) William J. Madia 05) Daniel
B. Poneman The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5: For 0 0 0 0 Against 0 0 0 0 Abstain 0 0 0 0 2. To approve
the Section 382 Rights Agreement, as amended. 3. To approve the 2014 Equity Incentive Plan, as amended and restated. 4. To hold an advisory
vote to approve the Company's executive compensation. 5. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent
auditors for 2021. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. John Sample attorney,
executor, administrator, or other fiduciary, please give full ANY CITY, ON A1A 1A1 partnership name by authorized officer. Signature [PLEASE
SIGN WITHIN BOX] Date Signature (Joint Owners) Date 02 0000000000 1 OF 1 1 2 0000505880_1 R1.0.0.177 Please sign exactly as your name(s)
appear(s) hereon. When signing as title as such. Joint owners should each sign personally. All holders must sign. If a corporation or
partnership, please sign in full corporate or Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address
Line 4 Investor Address Line 5 1234 ANYWHERE STREET SHARES CUSIP # JOB #SEQUENCE # VOTE BY INTERNET - www.proxyvote.com Use the Internet
to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 15, 2021. Have
your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting
instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/LEU2021 You may participate in the meeting via the Internet
and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
There will be no physical location at which stockholders may attend the meeting. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone
to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 15, 2021. Have your proxy card in hand when you call and
then follow the instructions. John Sample 234567 VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope
we have NY 11717. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME
INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPA N Y NAME INC.
- 401 K CONTROL # SHARES123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345
123,456,789,012.12345 123,456,789,012.12345 x PAGE1 OF 2 CENTRUS ENERGY CORP. 6901 ROCKLEDGE DRIVE SUITE 800 BETHESDA, MD 20817 Investor
Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 8 8 8 1 1234 ANYWHERE STREET
ANY CITY, ON A1A 1A1 234567 234567 234567 234567
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com CENTRUS ENERGY CORP. Annual Meeting
of Stockholders June 16, 2021 10:00 AM EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Philip
O. Strawbridge and Dennis J. Scott, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s)
them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of CENTRUS ENERGY CORP.
that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held online via live webcast, at 10:00 AM,
EDT on June 16, 2021, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed
herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations as set forth
on the reverse side. Continued and to be signed on reverse side 0000505880_2 R1.0.0.177