EXHIBIT 10.7
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 solicitation, 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
assets, 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
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.