Exhibit 10.1
THIRD AMENDMENT OF RIGHTS
AGREEMENT
THIS THIRD AMENDMENT
(the “ Amendment
”) dated as of May 24, 2005, to that certain Rights
Agreement dated as of July 24, 1998, as amended by that First
Amendment thereto dated November 21, 2000 and the Second
Amendment thereto dated as of January 17, 2005 (as amended,
the “ Rights Agreement ”), by and between
Computer Network Technology Corporation, a Minnesota corporation
(the “ Company ”), and Mellon Investor Services
LLC, a New Jersey limited liability company (the “ Rights
Agent ”).
WITNESSETH:
WHEREAS , the Company and the Rights Agent entered into
the Rights Agreement; and
WHEREAS , in an action by written consent, the Board of
Directors of the Company, in accordance with Sections 27 and 28 of
the Rights Agreement, determined it to be desirable and in the best
interests of the Company and its shareholders to supplement and
amend certain provisions of the Rights Agreement.
NOW, THEREFORE
, in consideration of the premises
and the mutual agreements herein set forth, the parties hereby
agree as follows:
1.
Amendment to Paragraph
7(a) .
Paragraph 7(a) of the
Rights Agreement is hereby amended and restated as
follows:
“(a) The registered
holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided in Se
