EXHIBIT 99.2
AMENDMENT NUMBER ONE
TO
LOCK-UP AGREEMENT
THIS AMENDMENT NUMBER ONE TO LOCK-UP AGREEMENT ("Agreement") is being
executed and delivered as of this 3rd day of February, 2001 by and among A.
Xxxxxxxxx Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xx. and Xxxxxx X. Xxxxxxx, individual
residents of the State of Michigan (individually, a "U.S. Holder" and,
collectively, the "U.S. Holders") and Jalo Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx
Jukko and Topi Xxxxxxxx, individual residents of the Republic of Finland
(individually a "Finland Holder" and collectively, the "Finland Holders") in
favor and for the benefit of Eimo Oyj, a company organized under the laws of
the Republic of Finland ("Parent"). (The U.S. Holders and the Finland Holders
are herein collectively referred to as the "Holders").
W I T N E S S E T H:
WHEREAS, the Holders entered into that certain "Lock-Up Agreement" dated as
of July 13, 2000 (the "Original Agreement"); and
WHEREAS, the parties desire to make certain amendments to the Original
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and
agreed, the parties hereto agree as follows:
1. Amendments to Original Agreement. The Original Agreement is hereby
amended as follows:
(a) Section 2(a) of the Original Agreement shall be amended by
striking such section in its entirety and inserting in lieu thereof the
following:
"2. Payments in the Event of Transfer by U.S. Holders.
(a) Each U.S. Holder severally agrees that, from and after the
Effective Time, any Transfer by such U.S. Holder of Parent Shares in
excess of the following cumulative percentages of the number of Parent
Shares individually held immediately after the Effective Time by such
U.S. Holder prior to the first anniversary of the Closing Date shall
result in imposition on the Transferring U.S. Holder of the payment
obligation set forth in Section 4 of this Agreement:
Anniversary Cumulative Permitted Individual Percentage
Before 1st 50%
On or after 1st 100%"
(b) Section 3(a) of the Original Agreement shall be amended by striking
such section in its entirety and inserting in lieu thereof the following:
"3. Payments in the Event of Transfer by Finland Holders.
(a) Each Finland Holder severally agrees that, from and after the
Effective Time, any Transfer by such Finland Holder of Parent Shares in
excess of the following cumulative percentages of the aggregate number
of Parent Shares held immediately after the Effective Time by all
Finland Holders as a group prior to the first anniversary of the Closing
Date shall result in imposition on the Transferring Finland Holder of
the payment obligation set forth in Section 4 of this Agreement:
Anniversary Cumulative Permitted Group Percentage
Before 1st 50%
On or after 1st 100%"
2. Confirmation of Agreement. Except as otherwise set forth herein, the
Original Agreement shall continue in full force and effect. All capitalized
terms not defined herein which are defined in the Original Agreement shall have
the meaning ascribed to them in the Original Agreement.
3. Counterparts. This Agreement may be executed simultaneously in two (2)
or more counterparts, each of which shall be deemed an original and all of
which together shall constitute but one and the same instrument. Delivery of an
executed counterpart of a signature page to this Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
EIMO OYJ:
By: _______________________________
Name: Xxxxx Xxxxxxxx
Title: Executive Vice Chairman
U.S. HOLDERS:
___________________________________
A. Xxxxxxxxx Xxxxxxx
___________________________________
Xxxxxx X. Xxxxxxxxx, Xx.
___________________________________
Xxxxxx X. Xxxxxxx
FINLAND HOLDERS:
___________________________________
Xxxx Xxxxxxxx
___________________________________
Xxxxx Xxxxxxxx
___________________________________
Xxxxxxxx Jukko
___________________________________
Topi Xxxxxxxx
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