EXHIBIT 10.1
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REINSTATEMENT
OF
COMPANY SHAREHOLDERS' AGREEMENT
THIS REINSTATEMENT OF COMPANY SHAREHOLDERS' AGREEMENT, by and
among 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"), and each of
the individuals set forth on the signature pages hereto (collectively,
the "Company Shareholders") (the Parent, the Merger Sub, the Company,
and the Company 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 Parent, the Merger
Sub, and Triple S Plastics, Inc., a Michigan corporation (the
"Company"), 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 Company Shareholders'
Agreement in the form of Exhibit 1.6(a) to the Merger Agreement was
executed by the Parties, and it was subsequently amended by an
Amendment No. 1, dated as of October 20, 2000 (such Company
Shareholders' Agreement, as amended by such Amendment No 1. is
hereinafter referred to as the "Company Shareholders' Agreement"); and
WHEREAS, the Parties want to make clear and certain that the
Company 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 Company 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 Company Shareholders' Agreement is to
continue and remain in full force and effect from the Effective
Reinstatement dated 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 Company Shareholders' Agreement to be duly executed as of the day
and year set forth at the beginning hereof.
EIMO OYJ
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Executive Vice Chairman
SPARTAN ACQUISITION CORP.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: President and Secretary
SHAREHOLDERS:
/s/ A. Xxxxxxxxx Xxxxxxx
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A. Xxxxxxxxx Xxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Signature Page to Reinstatement of the Company Shareholders' Agreement
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