TRIPLE S PLASTICS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>



                                                               EXHIBIT 10.2
                                                               ------------



                              LOCK-UP AGREEMENT
                              -----------------


        THIS LOCK-UP AGREEMENT ("AGREEMENT") is being executed and
   delivered as of this 13th day of July, 2000 by and among A. CHRISTIAN
   SCHAUER, VICTOR V. VALENTINE, JR. and DANIEL B. CANAVAN, individual
   residents of the State of Michigan (individually, a "U.S. HOLDER" and,
   collectively, the "U.S. HOLDERS") and JALO PAANANEN, ELMAR PAANANEN,
   ANNAMARI JUKKO and TOPI PAANANEN, 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". Capitalized terms used but not separately defined
   herein shall have the meanings assigned to them in the Merger
   Agreement, as hereinafter defined.)

                            W I T N E S S E T H:

        WHEREAS, each U.S. Holder is currently a shareholder and an
   officer of TRIPLE S PLASTICS, INC., a Michigan corporation (the
   "COMPANY");

        WHEREAS, each Finland Holder is currently a shareholder of
   Parent;

        WHEREAS, the Company, Parent, and Spartan Acquisition Corp., a
   Delaware corporation and a wholly-owned subsidiary of Parent (the
   "MERGER SUB") have entered into an Agreement and Plan of Merger, dated
   as of even date herewith (the "MERGER AGREEMENT"), providing for the
   acquisition by Parent of all of the issued and outstanding Shares of
   the Company through the merger of Merger Sub with and into the
   Company, upon such terms as are set forth in the Merger Agreement;

        WHEREAS, Section 2.1 of the Merger Agreement contemplates that
   each issued and outstanding Share shall be converted into the right to
   receive the number of Parent Ordinary Shares equal to the Exchange
   Ratio, which shall be delivered in the form of Parent ADSs represented
   by Parent ADRs (such Parent ADRs, together with (i) any options,
   warrants or other rights to acquire Parent ADSs, and (ii) any Parent
   Ordinary Shares into which any Parent ADSs may thereafter be converted
   pursuant to the Deposit Agreement, are hereinafter collectively
   referred to as the "PARENT U.S. SHARES");

        WHEREAS, pursuant to the Conversion Agreement, each Finland
   Holder has agreed to convert or exchange its Series K Shares into
   Parent Ordinary Shares (such Finland Holders' Parent Ordinary Shares
   (whether issued upon conversion or already owned by such Finland
   Holders), along with the Parent U.S. Shares, are hereinafter
   collectively referred to as the "PARENT SHARES");







        WHEREAS, as an inducement and a condition to entering into the
   Merger Agreement, Parent has required that the U.S. Holders agree, and
   the U.S. Holders have agreed, to enter into this Agreement; and

        WHEREAS, as an inducement and a condition to the U.S. Holders
   entering into this Agreement, the U.S. Holders have required that the
   Finland Holders agree, and the Finland Holders have agreed, to enter
   into this Agreement.

        NOW, THEREFORE, in consideration of the foregoing and the mutual
   representations, warranties, covenants and agreements contained
   herein, the parties hereto agree as follows:

        1.   REPRESENTATIONS AND WARRANTIES.  Each Holder represents and
   warrants to Parent as follows:

             (a)  Holder has carefully read this Agreement and has
   discussed with his counsel to the extent Holder felt necessary the
   limitations imposed on Holder's ability to, directly or indirectly,
   contract to sell, sell, grant any option for the sale of, assign,
   exchange, transfer, convey, pledge, mortgage, hypothecate, encumber,
   distribute or otherwise dispose of (any of the foregoing, except for
   transfers to immediate family members who agree in writing to be bound
   by the restrictions set forth in this Agreement (or trusts for the
   benefit of family members, the trustees of which so agree),
   hereinafter referred to as a "TRANSFER") the Parent Shares.  Holder
   fully understands the limitations this Agreement places upon Holder's
   ability to Transfer the Parent Shares.

             (b)  Holder understands and acknowledges that the
   representations, warranties and covenants set forth in this Agreement
   and the Merger Agreement will be relied upon by Parent, and that they
   are an inducement to Parent to enter into and perform the Merger
   Agreement and to consummate the other transactions contemplated in the
   Merger Agreement.

             (c)  Holder understands and agrees that the provisions of
   this Agreement shall apply to any Parent Shares received by such
   Holder following the Effective Time but during the term hereof as the
   result of any exercise of stock options, warrants or other similar
   rights to acquire Parent Shares, however received.

        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 respective corresponding
   anniversaries 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:

                                          2







        Anniversary         Cumulative Permitted Individual Percentage
        -----------         ------------------------------------------

        Before 1st                          30%
        Before 2nd                          60%
        After 2nd                          100%

             (b)  Each U.S. Holder acknowledges and agrees that, as soon
   as practicable following the Effective Time, Parent shall prepare and
   attach to this Agreement SCHEDULE 2(b) hereto, which shall set forth
   the number of Parent Shares held by each U.S. Holder immediately
   following the Effective Time.  Parent shall promptly provide each U.S.
   Holder with a copy of SCHEDULE 2(b) hereto.

        4.   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 respective
   corresponding anniversaries 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                          30%
        Before 2nd                          60%
        After 2nd                          100%

             (b)  Each Finland Holder acknowledges and agrees that, as
   soon as practicable following the Effective Time, Parent shall prepare
   and attach to this Agreement SCHEDULE 3(b) hereto, which shall set
   forth the number of Parent Shares held by each Finland Holder
   immediately following the Effective Time.  Parent shall promptly
   provide each Finland Holder with a copy of SCHEDULE 3(b) hereto.

        3.   PAYMENTS IN THE EVENT OF NONCOMPLYING TRANSFERS.

             (a)  In the event that any Holder effects a Transfer of
   Parent Shares in excess of the respective percentages described in
   SECTION 2(a) or SECTION 3(a) of this Agreement for the relevant
   period, Parent shall send written notification thereof to such Holder.
   Such Holder shall thereafter have a period of thirty (30) calendar
   days (the "CURE PERIOD") in which to reacquire a sufficient number of
   Parent Shares in order to cure such breach.

             (b)  Any Holder that fails, by the expiration of the Cure
   Period, to reacquire a sufficient number of Parent Shares in order to
   cure such breach shall, within three Business Days thereafter, pay to

                                          3







   Parent, as agent for distribution to all other Holders, by wire
   transfer of immediately available funds, an amount equal to the
   greater of (x) 25% of the gross proceeds received by such Holder with
   respect to the Transfer of that number of Parent Shares that exceeded
   the applicable cumulative percentage, or (y) one and one-half Euros
   per Parent Share that exceeded the applicable cumulative percentage.
   Upon receipt of such payments, Parent shall promptly distribute the
   amount thereof to the other Holders pro rata in proportion to their
   respective holdings of Parent Shares at the time of the Transfer
   giving rise to the payment obligation.

        5.   INDEPENDENCE OF OBLIGATIONS.  The covenants and obligations
   of each Holder set forth in this Agreement shall be construed as
   independent of any other agreement or arrangement between a Holder, on
   the one hand, and the Company or Parent, on the other; PROVIDED,
   HOWEVER, from and to the extent (but only to the extent) any Finland
   Holder is released by Parent from the resale limits of SECTION 3 of
   this Agreement, each U.S. Holder will automatically be released from
   the resale limits of SECTION 2 hereof, and from and to the extent (but
   only to the extent) any U.S. Holder is released by Parent from the
   resale limits of SECTION 2 of this Agreement, each Finland Holder will
   be automatically released by Parent from the resale limits of SECTION
   3 hereof, FURTHER PROVIDED, HOWEVER, that this automatic release shall
   not apply to any individual waiver or waivers of notice granted in
   good faith under SECTION 2(C) OR SECTION 3(c). The existence of any
   claim or cause of action by a Holder against the Company or Parent
   shall not constitute a defense to the enforcement of any of such
   covenants or obligations against such Holder. Anything to the contrary
   herein notwithstanding, (x) Parent may, at any time in its sole
   discretion, release all (but not less than all) Holders from the
   provisions of this Agreement, and (y) any U.S. Holder shall be fully
   released from the provisions of this Agreement immediately upon any
   termination of his employment with the Company for any reason other
   than his termination by the Board of Directors of the Company (or at
   its direction) "With Cause" or by the U.S. Holder voluntarily and not
   "With Good Reason" (as such terms are defined in the U.S. Holder's
   Employment Agreement).

        6.   SPECIFIC PERFORMANCE.  Each Holder agrees that in the event
   of any breach or threatened breach by such Holder of any covenant,
   obligation or other provision contained in this Agreement, Parent
   shall be entitled (in addition to any other remedy that may be
   available to Parent) to (a) a decree or order of specific performance
   or mandamus to enforce the observance and performance of such
   covenant, obligation or other provision and (b) an injunction
   restraining such breach or threatened breach.

        7.   TERMINATION IN THE EVENT OF A CHANGE IN CONTROL.

             (a)  In the event of a Change in Control of Parent, this
   Agreement shall automatically terminate and cease to be of any force
   or effect.

                                          4







             (b)  For purposes of this Section, a "Change in Control of
   Parent" shall be deemed to have occurred if:

             (1)  the Board of Directors or the shareholders of Parent
        shall approve (i) any consolidation or merger involving Parent
        pursuant to which the holders of Parent Shares immediately prior
        to such merger or consolidation do not have more than sixty
        percent (60%) of the combined voting power of the capital stock
        of Parent or such surviving or parent entity immediately after
        the consolidation or merger, or (ii) any sale, lease, exchange or
        other transfer of all or substantially all of the assets of
        Parent (determined on a consolidated basis) in one transaction or
        a series of related transactions, other than a transfer to a
        wholly-owned subsidiary of Parent;

             (2)  the Board of Directors or shareholders of Parent shall
        adopt any plan or proposal for the liquidation or dissolution of
        Parent;

             (3)  any "person" or "group" of persons (as such terms are
        determined pursuant to Sections 13(d)(3) and 14(d)(2) of the
        Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")
        and the rules and regulations promulgated thereunder), (other
        than the Finland Holders and their controlled Affiliates), either
        alone or in conjunction with their Affiliates, becomes the
        beneficial owner, directly or indirectly, of voting securities of
        Parent representing, or securities convertible into, or
        exchangeable for, securities representing, more than twenty-five
        percent (25%) of the combined voting power of Parent's then
        outstanding Capital Stock; or

             (4)  any "person" or "group" of persons, as such terms are
        determined pursuant to Sections 13(d)(3) and 14(d)(2) of the
        Exchange Act and the rules and regulations promulgated
        thereunder, (other than the Finland Holders and their controlled
        Affiliates), either alone or in conjunction with their
        Affiliates, acquires the right or power to nominate and/or
        control, directly or indirectly, whether through the ownership of
        Capital Stock of Parent, by contract or otherwise, a majority of
        the members of Parent's Board of Directors.

             (5)  Parent shall issue, during the term hereof, in a single
        transaction or a series of transactions, more than 20,000,000 new
        Parent Shares in the aggregate; PROVIDED, HOWEVER, that new
        Parent Shares issued (i) in the Merger, and (ii) in satisfaction
        of options or other rights to purchase Parent Shares granted
        pursuant to the terms of any current or future Parent stock
        option or other benefit plan, shall not be included in the
        computation of such aggregate limit.

             (c)  For purposes of this Section: "AFFILIATES" shall mean
        affiliates as defined in Rule 405 promulgated under the Exchange

                                          5







        Act, "CAPITAL STOCK" shall mean shares of capital stock issued by
        Parent, or equivalent interests in any other successor Person,
        the holders of which are ordinarily, in the absence of
        contingencies, entitled to vote generally for the election of
        directors (or persons performing similar functions) of such
        Person, even if the right so to vote has been suspended by the
        happening of such a contingency.  "EXCHANGE ACT" shall mean the
        Securities Exchange Act of 1934, as amended.

        8.   INDEMNIFICATION.  Without in any way limiting any of the
   rights or remedies otherwise available to Parent, each Holder shall
   hold harmless and indemnify the Parent from and against, and shall
   compensate and reimburse the Parent for, any loss, damage, injury,
   decline in value, lost opportunity, liability, exposure, claim,
   demand, settlement, judgment, award, fine, penalty, tax fee, charge,
   cost or expense of any nature (whether or not relating to a third
   party claim) which is directly or indirectly suffered or incurred at
   any time by the Parent, or to which the Parent otherwise become
   subject, and that arises from any inaccuracy in or breach of any
   representation or warranty of such Holder contained in this Agreement.

        9.   OTHER AGREEMENTS.  Nothing in this Agreement shall limit any
   of the rights or remedies of Parent under the Merger Agreement or this
   Agreement.

        10.  NOTICES.  Any notice or other communication required or
   permitted to be delivered to a Holder or Parent under this Agreement
   shall be in writing and shall be deemed properly delivered, given and
   received when delivered (by hand, by registered mail, by courier or
   express delivery service or by facsimile) to the address or facsimile
   telephone number set forth beneath the name of such party below (or to
   such other address or facsimile telephone number as such party shall
   have specified in a written notice given to the other party hereto):

        if to Parent to:    Eimo Oyj
                            Norokatu 5
                            FIN-15101 Lahti
                            FINLAND
                            Attention: Elmar Paananen
                            Facsimile: 011-358-3-850-5405

        with a copy, in each case, to:

                            Smith, Gambrell & Russell, LLP
                            1230  Peachtree Street, NW
                            Suite 3100, Promenade II
                            Atlanta, Georgia 30309-3592
                            Attention: John D. Saunders
                            Facsimile: (404) 685-6982

             if to a Holder, at the address and via the facsimile
   telephone number for such Holder set forth on Schedule 10 hereto.

                                          6







        11.  SEVERABILITY.  If any provision of this Agreement or any
   part of any such provision is held under any circumstances to be
   invalid or unenforceable in any jurisdiction, then (a) such provision
   or part thereof shall, with respect to such circumstances and in such
   jurisdiction, be deemed amended to conform to applicable laws so as to
   be valid and enforceable to the fullest possible extent, (b) the
   invalidity or unenforceability of such provisions or part thereof
   under such circumstances and in such jurisdiction shall not affect the
   validity or enforceability of such provision or part thereof under any
   other circumstances or in any other jurisdiction, and (c) the
   invalidity or unenforceability of such provision or part thereof shall
   not affect the validity or enforceability of the remainder of such
   provision or the validity or enforceability of any other provision of
   this Agreement.  Each provision of this Agreement is separable from
   every other provision of this Agreement, and each part of each
   provision of this Agreement is separable from every other part of such
   provision.

        12.  GOVERNING LAW.  This Agreement shall be construed in
   accordance with, and governed in all respects by, the laws of the
   State of Delaware (without giving effect to principles of conflicts of
   laws).

        13.  WAIVER.  No failure on the part of any party hereto  to
   exercise any power, right, privilege or remedy under this Agreement,
   and no delay on the part of any party hereto in exercising any power,
   right, privilege or remedy under this Agreement, shall operate as a
   waiver of such power, right, privilege or remedy; and no single or
   partial exercise of any such power, rights, privilege or remedy shall
   preclude any other or further exercise thereof or of any other power,
   right, privilege or remedy. No party hereto shall be deemed to have
   waived any claim arising out of this Agreement, or any power, right,
   privilege or remedy under this Agreement, unless the waiver of such
   claim, power, right, privilege or remedy is expressly set forth in a
   written instrument duly executed and delivered on behalf of such party
   ; any such waiver shall not be applicable or have any effect other
   than in the specific instance in which it is given.

        14.  CAPTIONS.  The captions contained in this Agreement are for
   convenience of reference only, shall not be deemed to be a part of
   this Agreement, and shall not be referred to in connection with the
   construction or interpretation of this Agreement.

        15.  FURTHER ASSURANCES.  Each Holder shall execute and/or cause
   to be delivered to Parent such instruments and other documents and
   shall take such other actions as Parent may reasonably request to
   effectuate the intent and purposes of this Agreement.

        16.  ENTIRE AGREEMENT.  This Agreement and the Merger Agreement
   set forth the entire understanding of Parent and each Holder relating
   to the subject matter hereof and thereof and supersede all other prior


                                          7







   agreements and understandings between Parent and each Holder relating
   to the subject matter hereof and thereof.

        17.  AMENDMENTS.  This Agreement may not be amended, modified,
   altered or supplemented other than by means of a written instrument
   duly executed and delivered on behalf of Parent and all Holders.

        18.  ASSIGNMENT.  This Agreement and all obligations of each
   Holder hereunder are personal to such Holder and may not be
   transferred or delegated by such Holder at any time.  Parent may
   assign its rights under this Agreement only with the consent of all of
   the Holders in the event of a merger or other business combination
   transaction and then only to its successor.

        19.  BINDING NATURE.  Subject to SECTION 19, this Agreement will
   inure to the benefit of Parent and its successors and assigns and will
   be binding upon each Holder and his representatives, executors,
   administrators, estate, heirs, successors and assigns.

        20.  ATTORNEYS' FEES AND EXPENSES.  If any legal action or other
   legal proceeding relating to the enforcement of any provision of this
   Agreement is brought against a Holder, the prevailing party shall be
   entitled to recover reasonable attorneys' fees, costs and
   disbursements (in addition to any other relief to which the prevailing
   party may be entitled).

        21.  SURVIVAL.  Each of the representations, warranties,
   covenants and obligations contained in this Agreement shall survive
   the consummation of the Merger.

        22.  CONSTRUCTION.  Each of the parties has agreed to the use of
   the particular language of the provisions of this Agreement and all
   attached exhibits, and any questions of doubtful interpretation shall
   not be resolved solely by any rule or interpretation against the
   draftsman, but rather in accordance with the fair meaning thereof.

        23.  EXPENSES.  Each Holder shall bear its own expenses incurred
   with respect to this Agreement and the transactions contemplated
   hereby.

        24.  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.







                                          8







        IN WITNESS WHEREOF, the parties have executed this Agreement as
   of the date first above written.


                            EIMO OYJ:

                            By:  /s/ Elmar Paananen
                                   -----------------------------------
                            Name:   Elmar Paananen
                            Title:  Executive Vice Chairman


                            U.S. HOLDERS:


                            /s/ A. Christian Schauer
                            ------------------------------------------
                            A. Christian Schauer


                            /s/ Victor V. Valentine, Jr.
                            ------------------------------------------
                            Victor V. Valentine, Jr.


                            /s/ Daniel B. Canavan
                            ------------------------------------------
                            Daniel B. Canavan



                            FINLAND HOLDERS:


                            /s/ Jalo Paananen
                            ------------------------------------------
                            Jalo Paananen


                            /s/ Elmar Paananen
                            ------------------------------------------
                            Elmar Paananen


                            /s/ Annamari Jukko
                            ------------------------------------------
                            Annamari Jukko


                            /s/ Topi Paananen
                            ------------------------------------------
                            Topi Paananen

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