Exhibit 10.20
AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
This AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT, dated as of October 25, 2005 (this “
Agreement ”), among Multi-Fineline Electronix, Inc., a
Delaware corporation (the “ Company ”), Wearnes
Technology Pte. Ltd., a corporation organized under the laws of
Singapore (“ WT ”), and United Wearnes
Technology Pte. Ltd., a corporation organized under the laws of
Singapore (“ UWT ”) (each, a “
Stockholder ” and collectively, the “
Stockholders ”), and WBL Corporation Limited, a
corporation organized under the laws of Singapore (“
WBL, ” which, together with the Stockholders, are
referred to herein as the “ WBL Entities ,” and
together with the Company, the “ Parties ”).
Capitalized but undefined terms shall have the meaning ascribed to
such terms in Article I below.
RECITALS
WHEREAS, the Stockholders own
certain shares of common stock, par value $0.0001 per share, of the
Company (the “ Common Stock ”);
WHEREAS, WBL has agreed to use
reasonable efforts to provide the Company with access to certain
manufacturing facilities and packaging capacity while the
Company’s manufacturing facilities are being
expanded;
WHEREAS, the Parties have entered
into the Stockholders Agreement dated as of June 4, 2004 (the
“ Initial Stockholders Agreement ”) to provide
for certain rights in favor of, and restrictions with respect to,
the WBL Entities with respect to the Company; and
WHEREAS, the Parties wish to amend
and restate the Initial Stockholders Agreement in its entirety with
immediate effect and supersede it with the terms and provisions set
forth in this Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth in this Agreement,
and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the Parties hereto
agree as follows:
ARTICLE I
Definitions
Except as otherwise specifically
indicated, the following terms have the following meanings for all
purposes of this Agreement:
“ Applicable Law
” shall mean the Delaware General Corporation Law or such
other body of corporate law that is then applicable to the
Company.
“ Board ” means
the Board of Directors of the Company.
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A Person shall be deemed to “
Effectively Own, ” without duplication, (1) all
Voting Stock as to which such Person directly holds and (2) a
pro rata portion of all Voting Stock as to which such Person
indirectly through its direct or indirect subsidiary owns based on
such Person’s percentage of ownership of Voting Stock in such
subsidiary. The term “ Effective Ownership ” has
correlative meaning to the foregoing.
“ Person ” means
any individual, corporation, partnership, unincorporated
association or other entity.
“ Voting Stock ”
means, with respect to a Person that is a corporation, stock of any
class or securities entitled to vote generally in the election of
directors and, with respect to any Person that is not a
corporation, any equity interest entitled to vote generally in the
election of the governing body of such Person. Without limitation,
Voting Stock shall include any shares or other security convertible
or exchangeable for Voting Stock.
“ WBL Director ”
shall mean an individual that has been formally designated by any
of the WBL Entities to be elected to serve as a director on the
Board and who is subsequently elected to the Board, either at a
stockholders meeting of the Company or by resolution of the Board
in the absence of a stockholders meeting in accordance with the
provisions of the Company’s bylaws and Applicable
Law.
ARTICLE II
Certain Arrangements
During the term of this Agreement,
the Parties agree that:
(a) none of the following actions
(each a “ Discretionary Action ”) shall be taken
or agreed to be taken by the Company unless first approved either
(1) in writing through a unanimous written consent of the
Board or (2) by a vote of the Board at a meeting of the Board
duly called in accordance with the provisions of the
Company’s bylaws and the provisions of the Applicable Law,
which vote includes the consent of at least one (1) WBL
Director:
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(i)
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the appointment
of the chief executive officer of the Company; or
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(ii)
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any proposed issuance of shares
of Voting Stock of the Company that would have the effect, directly
or indirectly, of reducing the Stockholders’ Effective
Ownership from more than a majority of the Voting Stock of the
Company outstanding prior to such transaction to less than a
majority of the Voting Stock of the Company outstanding after
giving effect to such transaction, in each case determined on a
fully diluted basis. For purposes of the foregoing provision, the
Parties agree that (i) the term “ fully diluted
basis ” shall be deemed to include the sum of
(x) all issued and outstanding shares of Voting Stock of the
Company and (y) all shares of Voting Stock of the Company that
are not outstanding but that are issuable upon exercise or
conversion of outstanding stock options (or other derivative
securities of the Company), regardless of the exercise or
conversion price of such stock option or other derivative security
and (ii) in no event shall the Company be prohibited from
issuing shares of Voting Stock upon
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exercise of stock options or
other derivative securities that are issued and outstanding as of
the date of this Agreement.
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provided , however , that in no event shall the
Company be prohibited from taking any Discretionary Action without
the approval of a WBL Director if at the time of the approval of
such Discretionary Action there is not a WBL Director then serving
on the Board.
(b) WBL shall, for two
(2) years from the date of this Agreement and thereafter
subject to Parties’ mutual agreement, use its reasonable
efforts to provide excess manufacturing and packaging capacity to
the Company, as, if and when requested by the Company, to assist
the Company in meeting any increase in its m
