Exhibit 10.1
AMENDMENT OF
COMMON STOCK RIGHTS AGREEMENT
This Amendment is entered into as of May 16, 2003, by and between Millipore Corporation, a Massachusetts corporation (the “Company”) and American Stock Transfer and Trust Company, a New York banking corporation (“AST”).
RECITALS
A. | On April 16, 1998 the Company entered into a Common Stock Rights Agreement (the “Rights Agreement”). |
B. | The Company wishes to amend the Rights Agreement. |
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of other consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. | The Rights Agreement is hereby amended as follows: |
Section 1(h) is deleted in its entirety and replaced with the following:
The term “Continuing Director” shall mean any member of the Board of Directors of the Company.
2. | Except as expressly modified herein, the Right Agreement shall remain in full force and effect. |
3. | This Amendment may be executed in one or more counterparts, each of which shall together constitute one and the same document. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written:
MILLIPORE CORPORATION | ||
By: | /s/ JEFFREY RUDIN | |
Name: | Jeffrey Rudin |
AMERICAN STOCK TRANSFER & TRUST COMPANY | ||
By: | /s/ HERBERT J. LEMMER | |
Name: | Herbert J. Lemmer Vice President |