EXHIBIT 10.3
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REINSTATEMENT
OF
PARENT SHAREHOLDERS' AGREEMENT
THIS REINSTATEMENT OF PARENT SHAREHOLDERS' AGREEMENT, by and
among Triple S Plastics, Inc., a Michigan corporation (the "Company"),
and each of the individuals set forth on the signature pages hereto
(collectively, the "Parent Shareholders") (the Company and the Parent
Shareholders are collectively hereinafter referred to as the
"Parties"), is made and entered into by and among the Parties
effective as of the 25th day of May, 2001 (the "Effective
Reinstatement Date").
WITNESSETH:
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WHEREAS, effective as of July 13, 2000, the Company, Eimo Oyj, a
company organized under the laws of the Republic of Finland
("Parent"), Spartan Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), entered into an
Agreement and Plan of Merger, as amended by a First Amendment dated as
of February 3, 2001 (such agreement, as amended, is hereinafter
referred to as the "Merger Agreement");
WHEREAS, in March of 2001, the Company, the Merger Sub, and the
Parent terminated the Merger Agreement:
WHEREAS, pursuant to the provisions of an Amended and Restated
Agreement and Plan of Merger of even date herewith, the Company, the
Merger Sub, and the Parent are reinstating the Merger Agreement,
amending it in certain respects, and restating it in its entirety, as
amended;
WHEREAS, effective as of July 13, 2000, the Parent Shareholders'
Agreement in the form of Exhibit 1.6(b) to the Merger Agreement (the
"Parent Shareholders' Agreement") was executed by the Parties; and
WHEREAS, the Parties want to make clear and certain that the
Parent Shareholders' Agreement is also reinstated in its entirety;
NOW, THEREFORE, for and in consideration of the foregoing
recitals, the mutual representations, warranties, covenants, and
agreements contained herein, and other good and valuable consideration
(the receipt, sufficiency, and adequacy of which are hereby
acknowledged), the Parties agree as follows:
1. REINSTATEMENT WITHOUT AMENDMENT. The Parent Shareholders'
Agreement is hereby reinstated in its entirety, effective as of the
Effective Reinstatement Date, without any amendments, changes,
additions, or deletions.
2. CONTINUATION. The Parent Shareholders' Agreement is to
continue and remain in full force and effect from the Effective
Reinstatement Date until terminated in accordance with the provisions
of Section 7 thereof.
3. COUNTERPARTS; TELECOPIER. This Agreement may be executed in
one or more counterparts, all of which together shall be considered
one and the same agreement. Transmission by telecopier of an executed
counterpart of the Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties have caused this Reinstatement of
the Parent Shareholders' Agreement to be duly executed as of the day
and year set forth at the beginning hereof.
TRIPLE S PLASTICS, INC.
By: /s/ A. Xxxxxxxxx Xxxxxxx
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Name: A. Xxxxxxxxx Xxxxxxx
Title: Chief Executive Officer
PARENT SHAREHOLDERS:
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxxxx Jukko
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Xxxxxxxx Jukko
/s/ Topi Xxxxxxxx
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Topi Xxxxxxxx
Signature Page to Reinstatement of the Parent Shareholders' Agreement
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