EXHIBIT 99.2
EIMO OYJ
STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS OF TRIPLE S, INC.
IN REPLACEMENT OF THE
TRIPLE S PLASTICS, INC.
OUTSIDER DIRECTOR STOCK OPTION PLAN
WHEREAS, Eimo Oyj ("Eimo") has acquired, as of the Effective Time (as such
term is defined in the Merger Agreement as defined below), all of the issued and
outstanding common stock of Triple S Plastics, Inc. ("Triple S") pursuant to
that certain Amended And Restated Agreement And Plan Of Merger by and among
Eimo, Spartan Acquisition Corp., and Triple S, dated as of May 25, 2001 (such
Agreement And Plan Of Merger, as amended, is hereinafter referred to as the
"Merger Agreement"); and as a result thereof, Triple S has become a wholly-owned
subsidiary of Eimo as of the Effective Time; and
WHEREAS, Section 5.7 of the Merger Agreement provides to the effect that,
as of the Effective Time, the following shall occur: (i) each outstanding Triple
S Employee Stock Option and any other Triple S Option (collectively, the
"Adjusted Options") shall be exchanged for a replacement Option to purchase the
number of Eimo American Depositary Shares (the "Eimo ADSs"), with each Eimo ADS
representing four Eimo Series A shares deposited by Eimo with Citibank, NA, as
depositary, derived by multiplying the number of shares of Triple S common stock
(the "Shares") subject to such Adjusted Option immediately prior to the
Effective Time by the Exchange Ratio and dividing the result by four (rounded to
the nearest whole number of Eimo ADSs), at an exercise price per Eimo ADS equal
to (X) the exercise price for each such Share subject to such Adjusted Option
(Y) divided by the Exchange Ratio (Z) with the result multiplied by four
(rounded down to the nearest whole cent); (ii) all references in each such
Adjusted Option to Triple S shall be deemed to refer to Eimo or to Triple S as
appropriate; (iii) Eimo shall assume the obligations of Triple S under the
Triple S stock option plans pertaining to the Adjusted Options; and (iv) the
other terms of each replacement Option, and of the replacement plans under which
each is issued, are to be substantially the same as the existing provisions of
the respective corresponding Adjusted Option, and the plans under which each was
issued (including, but not limited to, the Triple S Plastics, Inc. Outside
Directors Stock Option Plan - the "Triple S Plan") being replaced, subject to
the provisions of Section 5.7(d) of the Merger Agreement;
NOW, THEREFORE, this Plan is being adopted by the boards of directors of
both Triple S and Eimo, as well as approved by the shareholders of Eimo, to
implement the foregoing, to reflect the replacement of the Triple S Plan by this
Plan as required by the Merger Agreement, and to make other changes in replacing
the Triple S Plan consistent with the Merger Agreement and with the requirements
of both Finnish law and the Finnish securities markets.
ARTICLE I
GENERAL PROVISIONS
1.1 Purpose and Scope. The sole purpose of this Plan is for Eimo and
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Triple S to replace the Triple S Plan as required by the Merger Agreement. This
Plan applies only to those
Triple S outside directors who were elected before or during the calendar year
2000. The only Options to be granted pursuant to this Plan are those necessary
to replace those existing Adjusted Options that were outstanding as of July 11,
2001, and remain outstanding as of the Effective Time into Options to acquire
Eimo ADSs. No new, additional Options are to be granted under this Plan.
1.2 Definitions. All capitalized terms used in this Plan have the
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respective meanings where herein first defined; and, if not defined herein,
they have the same respective meanings ascribed to them in the Merger Agreement.
The following words and phrases have the following respective meanings as used
in this Plan:
(a) "Board" means the Board of Directors of Eimo.
(b) "Company" means Eimo Oyj and any subsidiary corporation or other
entity in which Eimo Oyj holds a proprietary interest, including Triple S
and its subsidiaries.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Depositary" means Citibank, NA, and any successor depositary
appointed by Eimo.
(e) "Market Value" means: (i) as to any Eimo ADSs, the closing sale
price for such Eimo ADSs as reported on the NASDAQ/NMS; and (ii) as to an
Eimo Series A shares, the closing price of regular trading for such Eimo
Series A shares as reported on the Helsinki Stock Exchange; or (iii), in
either case, if such value is not available, such other estimate of fair
market value as the Board shall determine.
(f) "Option" and "Options," respectively, means any and all options
to acquire Stock granted pursuant to this Plan in respect of Adjusted
Options required to be converted and replaced pursuant to the terms of the
Merger Agreement.
(g) "Option Price" means the purchase price for Eimo ADSs payable
upon exercise of an Option granted under this Plan, which will be equal to
(i) the original exercise price for each Triple S Share subject to an
Adjusted Option (ii) divided by the Exchange Ratio (iii) with the result
multiplied by ten (rounded down to the nearest whole cent).
(h) "Optionee" means a person to whom an Option has been granted
under this Plan.
(i) "Plan" means this Eimo Stock Option Plan For Outside Directors Of
Triple S Plastics, Inc. In Replacement Of The Triple S Plastics, Inc.
Outside Directors Stock Option Plan.
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(j) "Stock" means the Series A shares of Eimo, whether issued or
issuable in the form of Eimo ADSs or in the form of Eimo Series A shares.
1.3 Administration. The Board shall administer this Plan, and its
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interpretation and construction of any provision of this Plan shall be final and
binding. Each person who is or shall have been a member of the Board shall be
defended, indemnified, and held harmless by the Company, to the maximum extent
permitted by law, from and against any cost, liability, or expense imposed or
incurred in connection with such persons taking or failing to take any action
under this Plan.
1.4 Shares Subject to Plan. The maximum number of shares of Stock subject
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to Options to be granted under this Plan shall be 68,715 Eimo ADSs or 687,150
Eimo Series A shares, subject to adjustment as provided in Section 3.1 below;
and the Board hereby reserves such numbers of shares of Stock for issuance
pursuant to this Plan. If any outstanding Option expires or is terminated for
any reason before the end of the term for this Plan, the shares of Stock covered
by such Option shall cease to be reserved for issuance under this Plan.
1.5 Eligibility; Grant of Options. Only those persons identified on the
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attached Exhibit A, which is incorporated herein by reference, will receive
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Options under this Plan; and each of them will only receive the respective
Options for the respective number of Eimo ADSs set forth next to such person's
name on Exhibit A hereto, provided that each Adjusted Option in respect of which
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an Option under this Plan is being granted remains outstanding as of the
Effective Time and is not exercised prior to the Effective Time. The respective
number of Eimo ADSs covered by each Option to be granted under this Plan to the
respective persons listed on Exhibit A is to be derived by multiplying the
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number of Triple S Shares subject to each such person's respective outstanding
Adjusted Options immediately prior to the Effective Time by the Exchange Ratio
and dividing the result by ten (rounded to the nearest whole number of Eimo
ADSs).
ARTICLE II
OPTIONS AND RIGHTS
2.1 Non-Statutory Stock Options. All Options granted under this Plan
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shall be non-statutory options, not entitled to special tax treatment under
Section 422 of the Internal Revenue Code of 1986, as amended.
2.2 Terms, Conditions, and Form of Options. Each Option under this Plan
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shall be authorized by the Board and evidenced by agreements in substantially
the form as attached hereto as Exhibit B, which is incorporated herein by
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reference, including, without limitation, provisions covering the following:
(a) Options Non-Transferable. Each Option granted under this Plan by
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its terms shall not be transferable by the Optionee otherwise than by will,
or by the laws of descent and distribution, and shall be exercised during
the lifetime of the Optionee only by him or her. No Option or interest
therein may be transferred, assigned, pledged, or hypothecated by the
Optionee during his or her lifetime, whether by operation of law or
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otherwise, or be made subject to execution, attachment, or similar process.
The Board, in its sole and absolute discretion, may, in the event it deems
the same desirable to assure compliance with applicable U.S. federal and
state securities laws and those of the Republic of Finland, issue
appropriate stop transfer instructions to the Depositary for the Eimo ADSs
and/or the Finnish Central Securities Depositary or other register or
transfer agent for the Eimo Series A shares and also may legend all
receipts or certificates for Eimo ADS and/or make book entry notations for
Eimo Series A shares issued pursuant to the exercise of any Option setting
forth appropriate transfer restrictions, including the following: (i) that
they may not be sold or otherwise transferred without an effective
registration statement for such securities under the U.S. federal
Securities Act of 1933, as amended, or unless an exemption from
registration under such act is available for such sale or transfer; and
(ii) that, prior to any such sale or transfer, the holder thereof must
deliver to the Depositary, in the case of Eimo ADSs, and to the Company,
in the case of Eimo Series A shares, an opinion of counsel reasonably
satisfactory to the Depositary or the Company, as the case might be,
setting forth that such restricted securities are transferable by the
holder thereof under applicable securities laws and the other transfer
restrictions, if any, contained in the restrictive legend in question.
(b) Period of Option. Each Option granted under this Plan will
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expire on the same date as the respective corresponding Adjusted Option
that it replaces would have expired (subject to prior termination as
hereinafter provided).
(c) Exercise of Options. Options may be exercised, in full or in
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part, only by giving written notice to Eimo in accordance with Section 2.4
hereof, stating the number of shares of Stock with respect to which the
Option is being exercised, accompanied by payment in full for such Stock.
Unless the Board otherwise determines, in its sole and absolute discretion,
payment shall be made, in cash or by certified check, bank draft, or money
order; provided, however, that (a) there shall be no such exercise at any
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one time as to fewer than twenty (20) Eimo ADSs or two hundred (200) Eimo
Series A shares, unless fewer than twenty (20) Eimo ADSs or two hundred
(200) Eimo Series A shares remain to be purchased under the Option being
exercised; (b) Options may not be exercised for fractional Eimo ADSs or for
fractional Eimo Series A shares; and (c) replacement Options granted under
this Plan also may not be exercised, in whole or in part, with respect to
the same comparable number of shares of Stock and during the same period or
periods of time specified in the respective original option agreements
pursuant to which the Adjusted Options would not have been exercisable.
(d) Death of Director. Any Option granted an Optionee under this
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Plan and outstanding on the date of his or her death may be exercised by
the personal representative of the Optionee's estate or by the person or
persons to whom the Option is transferred pursuant to the Optionee's will
or in accordance with the laws of descent and distribution, at any time
prior to the specified expiration date of such Option or the first
anniversary of the Optionee's death, whichever is the first to occur. Upon
the occurrence of the earlier such events, such Option shall then
terminate.
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2.3 Option Price. The Option Price for an Option granted under this Plan
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shall be as set forth in each Optionee's individual Option agreement, which
price shall be determined as specified in Section 1.2(g) of this Plan.
2.4 Notification of Exercise. Options shall be exercised by written
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notice directed to the Chief Financial Officer of Eimo at the principal
executive offices of Eimo (initially in Lahti, Finland) or such other place as
Eimo, shall, from time to time, designate by notice to the Optionees. Exercise
by an Optionee's heir or personal representative shall be accompanied by
evidence of his or her authority to act in form reasonably satisfactory to Eimo.
ARTICLE III
ADDITIONAL PROVISIONS
3.1 Effect of Change in Stock Subject to the Plan. The aggregate number of
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shares of Stock available for Options under this Plan, the number of Eimo ADSs
or Eimo Series A shares subject to any Option, and the exercise price per Eimo
ADS or per Eimo Series A share shall all be proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares of Stock
subsequent to the Effective Date of this Plan resulting from: (i) a subdivision
or consolidation of shares of Stock or any other capital adjustment of Eimo;
(ii) the payment of a Stock dividend; or (iii) other increase or decrease in the
number of issued and outstanding shares of Stock effected without receipt of
consideration by the Company. If Eimo is the surviving corporation in any
merger or consolidation or if Eimo is merged into a wholly-owned subsidiary for
the purpose of changing the jurisdiction of its organization, each Option shall
pertain, apply, and relate to the securities to which a holder of the number of
shares of Stock subject to such Option would have been entitled after the merger
or consolidation. Upon dissolution or liquidation of Eimo, or as of the
effective date for a merger or consolidation in which Eimo is not the surviving
corporation, except as provided above, all Options outstanding under this Plan
shall terminate unless other provisions other provisions have been made in any
outstanding Option agreement.
3.2 Compliance With Other Laws and Regulations. This Plan, the grant and
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exercise of Options, and the obligation of Eimo to sell and deliver shares of
Stock under Options, shall be subject to: (i) all applicable international,
federal, state, and other laws, rules, and regulations; and (ii) such approvals
by any government or regulatory agency as may be required. The Company shall
not be required to issue, deliver, record, or recognize the issuance of any
Stock prior to the completion of any registration or qualification of such Stock
under any such applicable law, or any ruling or regulation of any governmental
body that the Board, in its sole and absolute discretion, determines to be
necessary or advisable.
3.3 Amendments. The Board may discontinue this Plan at any time, and may
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amend it from time to time, but no amendment, without approval by the
shareholders of Eimo, may: (i) increase the total number of shares of Stock that
may be issued under this Plan or to any individual under this Plan; (ii) reduce
the Option Price for shares of Stock that may be purchased pursuant to Options
granted under this Plan; (iii) extend the period during which Options may be
granted; or (iv) modify the eligibility requirements for participation in this
Plan. Other than as
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expressly permitted under this Plan, no outstanding Option may be revoked or
altered in a manner unfavorable to the Optionee without the consent of the
Optionee.
3.4 No Rights as Shareholder. Promptly after the exercise of an Option and
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the payment of the full Option Price, the Optionee shall be entitled to the
following, as applicable: (i) in the case of Eimo ADSs to be held indirectly
through the Optionee's broker in book entry form through the Depositary Trust
Company ("DTC"), entry of DTC or its nominee (currently "Cede & Co.") into the
transfer books of the Depositary's registrar (the "Registry") as the holder of
such Eimo ADSs (and in such cases, the Optionee must rely upon the procedures of
the DTC and of the Optionee's broker regarding the exercise of any and all
rights pertaining to such Eimo ADSs); (ii) in the case of Eimo ADSs to be
evidenced by an American Depositary Receipt (an "ADR"), entry of the Optionee
into the Registry of the Depositary as the holder of such Eimo ADSs and issuance
to the Optionee of an ADR certificate evidencing such Eimo ADSs as being held by
the Depositary for the benefit of the Optionee; and (iii) in the case of Eimo
Series A shares, book entry of the Optionee into the register of Eimo Series A
shareholders (the "Register"), which is maintained by Finnish Central
Securities Depositary (the "FCSD"), as the holder of such Eimo Series A shares.
No Optionee shall have any rights as a holder with respect to any shares of
Stock subject to his or her Option prior to: (a) in the case of Eimo ADSs,
entry of the Optionee, DTC, or DTC's nominee, as the case might be, into the
Depositary's Registry as the record holder of such Eimo ADSs; and (b) in the
case of Eimo Series A shares, entry of the Optionee into the Register of the
FCSD as the record holder of such Eimo Series A shares. No adjustment will be
made for dividends or other rights for which the record date is prior to such
entry on the Depositary's Registry or such entry on the Register of the FCSD, as
applicable, except as otherwise provided in Section 3.1 hereof.
3.5 Withholding. Whenever Eimo proposes or is required to issue or
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transfer shares of Stock under this Plan, Eimo shall have the right to require
the Optionee to remit to the Company an amount sufficient to satisfy any
federal, state, or local withholding tax liability prior to: (i) in the case of
Eimo ADSs, entry of the Optionee, DTC, or DTC's nominee, as the case might be,
into the Depositary's Registry as the holder of such Eimo ADSs; and (ii) in the
case of Eimo Series A shares, entry of the Optionee into the Register of the
FCSD as the holder of such Eimo Series A shares.
3.6 Governing Law. This Plan and determinations made and actions taken
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pursuant to this Plan shall be governed by, as well as interpreted and construed
in accordance with, the laws of the Republic of Finland.
3.7 Effective Date; Duration. This Plan shall become effective as of the
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Effective Time of the Merger. This Plan shall automatically expire and terminate
upon the earliest to occur of the following: (i) when all Options granted
hereunder have been exercised and/or have expired in accordance with terms of
the respective Option agreements pursuant to which they were granted without
being exercised; or (ii) July 31, 2009. Options granted under this Plan in
respect of Triple S Adjusted Options required by the Merger Agreement to
replaced may be exercised according to the terms of the respective Option
agreements pursuant to which they are granted and shall continue to be governed
by, and interpreted consistent with, the terms of this Plan.
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3.8 Shareholder Approval. This Plan, to the extent possible under Finnish
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law, shall be adopted by the boards of directors of both Triple S and Eimo, as
well as approved by the shareholders of Eimo, effective as of the Effective
Time of the Merger. From and after the Effective Time, this Plan shall supersede
the Triple S Plan and, together with the respective individual Option agreements
contemplated hereby, shall constitute the sole and entire agreement among all of
the Optionees, Triple S, and Eimo concerning the subject matters set forth
therein. If the Merger does not become effective, then (i) as to Eimo, this Plan
shall be null and void; and (ii) as to Triple S, this Plan shall be null and
void, and the Triple S Plan, as in effect prior to the termination of the
Merger, shall continue in full force and effect.
3.9 Conflict with Finnish Law. To the extent anything set forth herein
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conflicts with the laws of the Republic of Finland or with Appendix A, this Plan
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shall be amended to the extent necessary to comply with applicable Finnish laws
and Appendix A shall control.
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