AMENDMENT
TO
DYNAMICS CORPORATION OF AMERICA
1980 RESTRICTED STOCK AND CASH BONUS PLAN
The 1980 Restricted Stock and Cash Bonus Plan (the "Plan"),
as in effect since September 25, 1980 and as previously amended, is hereby
amended as of April 11, 1997, as set forth below.
Section 8(f) of the Plan is amended by changing the second
sentence of paragraph (f) thereof to read in its entirety as follows:
For purposes of the Plan, a "Change in Control" shall be deemed to
have occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(I) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any
securities acquired directly from the Company or its
Affiliates) representing 25% or more of the combined voting
power of the Company's then outstanding securities,
excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (i) of
paragraph (III) below; or
(II) the following individuals cease for any reason to constitute
a majority of the number of directors then serving on the
Board of Directors of the Company (the "Board"): individuals
who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a consent
solic-
itation, relating to the election of directors of the
Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved or recommended by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election
or nomination for election was previously so approved or
recommended; or
(III) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the
Company with any other corporation, other than (i) a
merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at
least 60% of the combined voting power of the securities of
the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially
Owned by such Person any securities acquired directly from
the Company or its Affiliates other than in connection with
the acquisition by the Company or its Affiliates of a
business) representing 25% or more of the combined voting
power of the Company's then outstanding securities; or
(IV) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company's as-
sets, other than a sale or disposition by the Company of all
or substantially all of the Company's assets to an entity,
at least 60% of
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the combined voting power of the voting securities of which
are owned by stockholders of the Company in substantially
the same proportions as their ownership of the Company
immediately prior to such sale.
For purposes of this Section 8(f), the following
definitions shall apply: "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i)
the Company or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their
ownership of stock of the Company. "Beneficial Owner" shall have the
meaning set forth in Rule 13d-3 under the Exchange Act. "Affiliate"
shall have the meaning set forth in Rule 12b-2 promulgated under
Section 12 of the Exchange Act. "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended from time to time.
Except as set forth above, the Plan is hereby ratified and
confirmed in all respects.
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