Exhibit 4.2
CONSENT TO 2001 STOCK OPTION PLAN
This consent to 2001 Stock Option Plan (the "Consent") is dated as of
August __, 2002 and executed by the undersigned in the undersigned's capacity as
a Shareholder and party to a certain Shareholders Agreement dated as of April
30, 1997, as amended and/or supplemented from time to time, by and among
Meridian Automotive Systems, Inc. (formerly known as American Bumper & Mfg.
Co.), a Michigan corporation (the "Company") and the other parties thereto (the
"Shareholders Agreement"). Capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Shareholders Agreement.
WHEREAS, the Board of Directors of the Company has previously approved
the Meridian Automotive Systems, Inc. 2001 Stock Option Plan (the "PLAN"); and
WHEREAS, the Board of Directors of the Company has previously approved the
reservation of 11,484.2981 shares of the Company's Common Stock for issuance
upon exercise of options granted or stock grants made under the Plan; and
WHEREAS, the Shareholders Agreement requires the consent of the Requisite
Approval for the Company to set aside stock for issuance for equity based
compensation beyond certain thresholds set forth therein;
NOW, THEREFORE, in consideration of the foregoing and the covenants and
obligations set forth in this Consent, the undersigned hereto hereby agrees as
follows:
1. CONSENT. The undersigned, being a Shareholder, pursuant to
Section 8.3(f) of the Shareholders Agreement hereby consents to and ratifies:
(i) the creation of the Plan and (ii) the Company's reservation of up to
11,484.2981 shares of the Company's Common Stock for issuance upon exercise
of options granted or stock grants made under the Plan.
2. GOVERNING LAW. This Consent shall be governed by and construed
in accordance with the laws of the State of Delaware.
3. SEVERABILITY. If any provision of this Consent or the application of
any such provision to any person or circumstances shall be held invalid by a
court of competent jurisdiction, the remainder of this Consent, including the
remainder of the provision held invalid, or the application of such provision to
persons or circumstances other than those as to which it is held invalid, shall
not be affected thereby.
4. HEADINGS. All section headings herein are for convenience of
reference and are not part of this Consent, and no construction or inference
shall be derived therefrom.
[SIGNATURE PAGE FOLLOWS]
COUNTERPART SIGNATURE PAGE
FOR CONSENT TO 2001 STOCK OPTION PLAN
SHAREHOLDERS
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Printed Name of Shareholder
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Signature
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Name of Signatory (for an entity only)
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Title of Signatory (for an entity only)
Meridian Automotive Systems, Inc.
Consent to 2001 Stock Option Plan
Schedule of Signatories for Exhibit 4.2
BancAmerica Capital Investors II, L.P.
Capital D'Amerique CDPQ Inc.
Credit Suisse First Boston Private Equity
Indosuez Capital Co-Invest Partners, L.P.
The Northwestern Mutual Life Insurance Corporation
SCP II Associates
The Xxxxx Family Limited Partnership
Suez Capital Partners II, L.P.
Suez/Meridian, LLC
Windward/Badger II, L.L.C.
Windward/Badger AB III, L.L.C.
Windward/Badger XX XX, L.L.C.
Windward Capital Associates, L.P.
Windward/Merban, L.P.
Windward/Merchant, L.P.
Windward/Metropolitan, L.L.C.
Windward/Northwest, L.L.C.
Windward/Xxxx AB, L.L.C.
Windward/Park XX XX, L.L.C.
Windward/Park AB III, L.L.C.
Windward/Quebec, L.L.C.
Xxx Xxxxx
Xxxxxx X. Xxxxxx III
Xxxxxxx X. XxXxxxx
Xxxxxxx X. Xxxxxxx
Xxxx X. Xxxxx
H.H. ("Buddy") Xxxxxxx
