Exhibit 10.19


 


GPS CCMP ACQUISITION CORP.


 


2006
MANAGEMENT EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK AGREEMENT


 


RESTRICTED
STOCK AGREEMENT (this “Agreement”)  made as of November 10,
2006 (the “Effective Date”),  by and
between GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”),  and Dawn A.
Tabat (the “Executive”).


 


WHEREAS, as a material inducement to the Company to
sell and issue to the Executive the Restricted Shares hereunder, the Executive
has agreed to execute and deliver to the Company the Confidentiality,
Non-Competition and Intellectual Property Agreement attached hereto as Exhibit C
(the “Non-Competition Agreement”);


 


WHEREAS, in consideration of
the mutual covenants contained herein, the receipt and sufficiency of which are
hereby acknowledged;


 


WHEREAS, certain capitalized terms used herein are
defined in Section 9 hereof;


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.                                     Purchase and Sale of Restricted Shares.


 


(a)                                  Upon execution
of this Agreement and the Shareholders’ Agreement, dated as of the date hereof,
by and among the Company, the Executive and the other parties from time to time
party thereto (the “Shareholders’ Agreement”),  and subject
to the terms and conditions of the Plan (as defined below) and this Agreement,
the Company will issue to the Executive 1558.334959
shares of class A nonvoting common stock of the Company, par value
$0.01 per share (the “Class A Common Stock”),  for a
purchase price of $ $341.36 per
share (the “Class A Purchase Price”).  All of such
shares of Class A Common Stock purchased by the Executive pursuant to this
Agreement are referred to herein as “Restricted Shares.”


 


(b)                                 The foregoing
sale and issuance of Restricted Shares shall be deemed, for all purposes, an
Award under (and as defined in) the Company’s 2006 Management Equity Incentive
Plan (the “Plan”),  which is incorporated herein by this
reference and made a part of this Agreement.


 


2.                                      Section 83(b) Election.


 


The parties agree that the fair market value of each share of Class A
Common Stock as of the Effective Date, based on the appraisal report of
Corporate Valuation Advisors, is $ $341.36 the
Class A Purchase Price. The Executive, in her sole discretion, may make an
election with the Internal Revenue Service (the “IRS”) under Section 83(b) of
the Code and the regulations promulgated thereunder in the form of Exhibit A  attached hereto (the “83(b) Election”),  and in connection with the making of
such election, shall provide a copy of such form to the Company promptly
following its filing. The Executive understands that under applicable law such
election must be filed with the IRS no later than thirty (30) days after any
acquisition of the Restricted Shares to be effective. If the Executive files an
effective 83(b) Election, the excess of the fair market value of the
Restricted Shares on the date hereof (which the IRS may assert is different
from the fair market value determined by the parties) covered by such election
over the amount paid by the Executive for the Restricted Shares shall be treated
as ordinary income received by the Executive, and the Company or one of its
Subsidiaries shall withhold from Executive’s compensation all amounts required
to be withheld under applicable law. If the Executive does not file an 83(b) Election,
future appreciation on the Restricted Shares will generally be taxable as
ordinary income when such stock vests pursuant to this Agreement. The foregoing
is merely a brief summary of complex


 


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tax
laws and regulations, and therefore the Executive is advised to consult with
her own tax advisors regarding the purchase and holding of the Restricted
Shares.


 


3.                                      Executive
Representations and Warranties.


 


As an inducement to the Company to issue the
Restricted Shares to the Executive and as a condition thereto, the Executive
represents, acknowledges and agrees (as applicable) that:


 


(i) this Agreement constitutes the
legal, valid and binding obligation of the Executive, enforceable against her in accordance with its terms, except to
the extent the enforceability thereof may be limited by bankruptcy laws,
insolvency laws, moratorium laws or other laws affecting creditors’ rights
generally or by general equitable principles, and the execution, delivery and
performance of this Agreement by the Executive does not and will not conflict
with, violate or cause a breach of any agreement, contract or instrument to
which the Executive is a party or any judgment, order or decree to which the
Executive is subject; and


 


(ii) neither the issuance of the
Restricted Shares to the Executive nor any provision contained herein or in the
Plan, shall entitle the Executive to remain in the employment of the Company or
any of its Subsidiaries, or affect the right of the Company or any Subsidiary
to terminate the Executive’s employment at any time for any reason.


 


4.                                      Vesting
of Class A Common
Stock.


 


(a)                                 All Restricted Shares shall
initially be unvested and shall be subject to repurchase by the Company
pursuant to the Shareholders’ Agreement. Subject in all respects to the
provisions of the Certificate of Incorporation of the Company, all stock
dividends, if any, that are paid on unvested Restricted Shares and all stock
dividends, if any, that are paid on any such stock dividends (any such stock
dividends, “Restricted Share Dividends”) and all cash dividends paid on
unvested Restricted Shares (or on Restricted Share Dividends) (“Unvested Shares Cash Dividends”)  shall be treated as set forth in Section 6(d).


 


(b)                                Time-Vesting. 779.1675 Restricted Shares shall be “Time
Vesting Shares.”


 


(i)                                     Vesting
Schedule. Subject to Sections 4(b)(ii) through (iv),
the Time Vesting Shares shall vest as set forth below, provided that the
Executive remains employed with the Company or one of its Subsidiaries on such
Vesting Dates:


 


	
  Vesting Date

  	
   

  	
  Vested Percentage of

  Time Vesting Shares

  	
   

  
	
  November 10, 2007

  	
   

  	
  25

  	
  %

  
	
  November 10, 2008

  	
   

  	
  50

  	
  %

  
	
  November 10, 2009

  	
   

  	
  75

  	
  %

  
	
  November 10, 2010

  	
   

  	
  100

  	
  %

  



 


(ii)                                  Acceleration
upon Change of Control. Upon the occurrence of a Change of Control
prior to November 10, 2010, all then unvested Time Vesting Shares shall
immediately vest in full, so long as the Executive is employed with the Company
or one of its Subsidiaries on the applicable Change of Control Date.


 


(iii)                               Accelerated
Vesting upon Death or Disability. Notwithstanding the
foregoing provisions of this Section 4, in the event of the
Executive’s termination of employment with the


 


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Company or any of its Subsidiaries by reason of her
death or becoming Disabled on or after November 10, 2006, Time Vesting
Shares that would otherwise have been become vested within twelve months
immediately following the applicable Termination Date shall vest as of such
Termination Date.


 


(iv)                              Cessation of Vesting. Subject to
the effect of paragraph (iii) above, the vesting of all Time Vesting
Shares shall cease upon the Termination Date.


 


(c)                                  Performance-Based Vesting.


 


(i)                                    General. In accordance
with Section 4(c)(ii) through (iv), 779.1675 Restricted Shares shall be
eligible to vest upon the occurrence of either a Change of Control or an IPO
Liquidity Event, provided the Executive is employed with the Company or one of
its Subsidiaries on the Change of Control Date or IPO Liquidity Event Date, as
applicable, as set forth in the requirements of this Section 4(c) (the
“Performance Vesting Shares”).


 


(ii)                                 Change of
Control. In the event that, upon the occurrence of a Change of Control (and
provided that Executive is employed with the Company or one of its Subsidiaries
on the applicable Change of Control Date), the Class B Return is equal to
or greater than 2, 100% of the Performance Vesting Shares shall vest on the
Change of Control Date.


 


(iii)                              IPO Liquidity
Event. Upon the occurrence of an IPO Liquidity Event (and provided that
Executive is employed with the Company or one of its Subsidiaries on the
applicable IPO Liquidity Event Date), 100% of the Performance Vesting Shares
shall vest on the IPO Liquidity Event Date.


 


(iv)                              Cessation of Vesting upon
Termination of Employment Prior to Change of Control or IPO Liquidity Event. In the event
of the Executive’s termination of employment for any reason prior to the
occurrence of either a Change of Control or an IPO Liquidity Event, vesting shall
cease for the  Performance Vesting Shares.


 


(d)                                 Dividends, Etc. Subject in all
respects to the provisions of the Certificate of Incorporation of the Company,
Restricted Share Dividends, Unvested Shares Cash Dividends and Additional
Property shall be delivered to Executive promptly upon the vesting of the
related Restricted Shares.


 


5.                                      Legend.


 


(a)                                  Each
certificate representing Restricted Shares shall bear each of the following
legends (in addition to any legends required under the Shareholders’
Agreement).


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN
A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


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“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’
AGREEMENT AND THE RESTRICTED STOCK AGREEMENT, EACH AS AMENDED FROM TIME TO
TIME, BETWEEN OR AMONG THE COMPANY AND THE INVESTORS PARTY THERETO. IN ADDITION
TO RESTRICTIONS ON TRANSFER, THE RESTRICTED STOCK AGREEMENT PROVIDES FOR THE
VESTING OF THE SHARES ACCORDING TO THE SPECIFIC PROVISIONS OF THE RESTRICTED
STOCK AGREEMENT. COPIES OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK
AGREEMENT ARE ON FILE WITH THE COMPANY.”


 


(b)                                  The certificates shall also
bear any legend required by any applicable state securities law.


 


6.                                     Restrictions on Transfer and Conversion.


 


(a)                                 The Company and the
Executive acknowledge and agree that the Restricted Shares are subject to and
restricted by the Shareholders’ Agreement and with respect to such Restricted
Shares, the Executive shall be an “Investor”  and a “Management Shareholder”  as
such terms are used in the Shareholders Agreement.


 


(b)                                No unvested Restricted
Shares shall be transferable to any Person for any reason. Any attempt to
Transfer any unvested Restricted Shares shall be null and void and have no
force or effect, and the Company shall not, and shall cause any transfer agent
not to, give any effect in such entity’s share records to such attempted
Transfer.


 


(c)                                 Prior to any Transfer of
vested Restricted Stock made in accordance with the Shareholders’ Agreement,
the transferee shall agree, by execution of a Joinder Agreement, to be bound by
this Agreement as holder of Restricted Shares and by the Shareholders’
Agreement as an “Investor”
and a “Management Shareholder”. Any Transfer or attempted
Transfer of any Restricted Shares in violation of this Section 6 or
the Shareholders’ Agreement shall be void, and the Company shall not record
such Transfer on its books or treat any purported transferee of such Restricted
Shares as the owner of such stock for any purpose.


 


(d)                                All Restricted Share
Dividends, all Unvested Shares Cash Dividends and all new, substituted or
additional securities or other property contemplated by Section 10
below (“Additional Property”),  shall be
subject to the same restrictions (and the same vesting) as the Restricted Share
to which such Restricted Share Dividend, Unvested Shares Cash Dividends or
Additional Property relates, and will be paid to the Executive in accordance
with Section 4(d).


 


(e)                                 The Executive acknowledges
that the transfer restrictions contained in this Agreement are reasonable and
in the best interests of the Company.


 


7.                                     Right of Repurchase. Except as
provided in any other agreement between the Company and/or one of its
Subsidiaries and the Executive, and subject to applicable securities laws, the
Company shall have no duty or obligation to disclose to the Executive, and the
Executive shall have no right to be advised of, any material information
regarding the Company and its Subsidiaries at any time prior to, upon or in
connection with the Company’s exercise of it right to repurchase the Restricted
Shares pursuant to Article V of the Shareholders’ Agreement (the “Repurchase Option”) upon the termination of the Executive’s
employment with the Company or one of it Subsidiaries. In connection with the
exercise


 


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of
the Repurchase Option by the Company with respect to unvested Restricted
Shares, if the Company holds, pursuant to Section 6(d) Unvested
Shares Cash Dividends, Restricted Share Dividends and/or Additional Property
with respect to such unvested Restricted Shares, upon the purchase by the
Company or its designee of such Restricted Shares, notwithstanding anything to
the contrary in this Agreement or the Shareholders’ Agreement, all such
Unvested Shares Cash Dividends, Restricted Share Dividends (subject to any
repurchase provisions in the Shareholders’ Agreement) and/or Additional
Property shall be forfeited by the Executive (and any spouse or any Permitted
Transferee of the Executive) and all of the Executive’s rights, or the rights
of any spouse or any Permitted Transferee of the Executive, to such Unvested
Shares Cash Dividends, Restricted Share Dividends and/or Additional Property
shall terminate.


 


8.                                     Securities Laws Matters.


 


(a)                                  The Executive
understands and agrees that: (i) the Restricted Shares have not been
registered under the Securities Act, (ii) the Restricted Shares are
restricted securities under the Securities Act and (iii) the Restricted
Shares may not be resold or transferred unless they are first registered under
the Securities Act or unless an exemption from such registration is available.
The Executive hereby makes to the Company the representations and warranties
set forth in Exhibit B hereto.


 


(b)                                 Except as
otherwise set forth in the Shareholders’ Agreement, the Company may, but shall
not be obligated to register or qualify the issuance, or the resale of any of
the Restricted Shares under the Securities Act or any other applicable law.


 


9.                                     Definitions.


 


The following terms shall have the meanings ascribed below:


 


“Aggregate Net Proceeds”
means:


 


(i)                                   all cash
proceeds actually received by the CCMP Investors with respect to the sale or
assignment of shares of Class B Common Stock to third parties, net of any
unreimbursed Sales Costs, plus


 


(ii)                                the Fair Market
Value of any shares of Marketable Securities actually received by the CCMP
Investors with respect to the sale or assignment of Class B Common Stock
to third parties (for purposes of clarity, excluding any conversion of shares
of Class B Common Stock into shares of Class A Common Stock), as
determined on the date of the consummation of such sale or other disposition,
net of any unreimbursed Sales Costs, plus


 


(iii)                             dividends in
cash or the fair market value of any property dividends (other than stock
dividends) as determined by the Board of Directors of the Company in good
faith, actually received by the CCMP Investors (or receivable at the discretion
of the CCMP Investors or persons within their control) in respect of the Class B
Common Stock;


 


provided, however, that (A) Aggregate Net
Proceeds shall not include any advisory, management, monitoring, transaction or
other fees pursuant to arrangements disclosed to the Executive as of the
Effective Date, or any expense reimbursement, received by one or more CCMP
Investors or any of their affiliates and (B) any cash dividends received
by the CCMP Investors shall not be counted more than once in any calculation of
Aggregate Net Proceeds.


 


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“CCMP Investment”
means initially $ 588,500,000, and shall be adjusted for any cash or
other consideration contributed from the CCMP Investors from and after the date
hereof.


 


“CCMP Investors”  means CCMP Capital Investors II, L.P., CCMP Capital
Investors (Cayman), L.P., Asia Opportunity Fund II, L.P., AOF II Employee
Co-Invest Fund, L.P. and CCMP Generac Co-Invest, L.P.


 


“Change of Control”  means (a) any
transaction or series of related transactions, whether or not the Company is a
party thereto, in which, after giving effect to such transaction or
transactions, the capital stock of the Company representing in excess of fifty
percent (50%) of the voting power of the Company is owned directly, or
indirectly through one or more entities, by any “person”  or “group”  (as such terms are used in Section 13(d) of
the Exchange Act) of Persons, other than one or more CCMP Investors or a “group”  in which a CCMP Investor is a
member, or (b) a sale, lease or other disposition of all or substantially
all of the assets of the Company and its Subsidiaries on a consolidated basis
(including securities of the Company’s directly or indirectly owned
Subsidiaries (if any)).


 


“Change of Control Date”  means the date of
consummation of a Change of Control.


 


“Class A Common Stock”  has the meaning
set forth in Section 1(a) hereof.


 


“Class B Return”  as of any date
of determination means the quotient of (a) the Aggregate Net Proceeds
received by the CCMP Investors with respect to shares of Class B Common
Stock (or shares of Class A Common Stock into which shares of Class B
Common Stock are converted) through such date, divided
by (b) the CCMP Investment; provided,
however, that solely with respect to an IPO (and solely on the IPO
Date), the “Class B Return”  shall equal the quotient of (i) sum of (A) the
Aggregate Net Proceeds received by the CCMP Investors with respect to shares of
Class B Common Stock prior to the IPO plus
(B) the product of (x) price per share at which shares of
the Class A Common Stock are initially sold by the underwriters in
connection with the IPO and (y) the number of shares of Class A
Common Stock into which shares of Class B Common Stock held by the CCMP
Investors are converted, divided by (ii) the
CCMP Investment.


 


“Class B Common Stock”  means the class
B voting common stock of the Company, par value $0.01 per share.


 


“Code”  means the
Internal Revenue Code of 1986, as amended.


 


“Disabled”  means: (a)(i) that
Executive qualifies for benefits due to total disability on the part of the
Executive under the Company’s long-term disability plan, as in effect from time
to time; or (ii) in the event that the Company has no such long-term
disability plan in effect at the time the disability arises on the part of the
Executive, that Executive is unable, as a result of a medically determinable
physical or mental illness, to perform the duties and services of her position
and (b) Executive shall be absent from her duties with the Company on a full
time basis for 180 consecutive days.


 


“Fair Market Value”  of Marketable Securities
means an amount equal to (i) the Market Price of such Marketable
Securities multiplied by (ii) the
number of shares of such Marketable Securities.


 


“IPO”  means the initial public
offering of Shares registered on Form S-l (or any equivalent or successor
form under the Securities Act).


 


“IPO Date”
means the date on which the Company consummates an
IPO of the Company.


 


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“IPO
Liquidity Event”  means, from and
after the date of an IPO, the achievement with respect to the Class A
Shares of an average closing trading price equal to or exceeding the Liquidity
Threshold Price in any sixty (60) consecutive trading day period starting prior
to the later of (a) the fifth anniversary of the date hereof, and (b) one
year after the IPO.


 


“IPO
Liquidity Event Date”  means the date
of occurrence of the IPO Liquidity Event.


 


“Liquidity Threshold Price”
means, at any time, the lowest amount which when multiplied by the
number of shares of Class A Common Stock then held by the CCMP Investors
and then added to the Aggregate Net Proceeds received by the CCMP Investors
since the date hereof with respect to its shares of Class B Common Stock
or shares of Class A Common Stock issued upon conversion of its shares of Class B
Common Stock in connection with an IPO, would yield to the CCMP Investors a Class B
Return equal to 2.


 


“Market Price”
of Marketable Securities means, on any date of determination, the
average of the closing prices of such Marketable Securities on any U.S.
securities exchange on which such Marketable Securities are listed or, if not
so listed, the average bid and asked price of such Marketable Securities
reported on the NASDAQ National Market or any established over-the-counter
trading system on which prices for such Marketable Securities are quoted, in
each case, for a period of twenty trading days prior to such date of
determination; provided, that, with respect to any Marketable Securities
received by the CCMP Investors in connection with a Change of Control
transaction, the Market Price of such Marketable Securities shall be the value
ascribed to such Marketable Securities in such transaction.


 


“Marketable Securities”
means freely tradeable equity securities of a Person that are listed on
an established U.S. securities exchange or through the NASDAQ National Market,
or any established over-the-counter trading system.


 


“Person”  shall be
construed broadly and shall include, without limitation, an individual, a
partnership, an investment fund, a limited liability company, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.


 


“Recapitalization”
shall mean an event or series of events affecting the capital structure
of the Company including, but not limited to, stock dividends, stock splits,
rights offers or recapitalizations through large, non-recurring cash dividends.


 


“Restricted Shares”
has the meaning set forth in Section 1(a) hereof. “Restricted
Shares”  shall
also include shares of the Company’s capital stock issued with respect to, or
exchanged or substituted for, the Restricted Shares by way of a stock split,
stock dividend or other recapitalization, merger, consolidation, reorganization
or similar transaction.


 


“Sales Costs”
means any costs or expenses (including legal or other advisor costs and
expenses), fees (including investment banking fees (but excluding any such fees
payable to CCMP Investors or their Affiliates)), commissions or discounts
payable directly by the CCMP Investors in connection with, arising out of or
relating to any sale or other disposition of the Class B Common Stock (including
in connection with the negotiation, preparation and execution of any
transaction documentation with respect to such sale or other disposition).


 


“Securities Act”
means the Securities Act of 1933, as amended, or any successor federal
law then in force.


 


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“Shareholders’ Agreement”
means the Shareholders’ Agreement, dated as of the date hereof, among
the Company and certain shareholders of the Company, as amended, modified or
supplemented from time to time.


 


“Shares”  means all
shares of Class A Common Stock and Class B Common Stock, whenever
issued, including all shares of Class A Common Stock and Class B
Common Stock issued upon the exercise, conversion or exchange of any
Convertible Securities.


 


“Subsidiary”
or “Subsidiaries”  of any Person means any corporation,
partnership, joint venture or other legal entity of which such Person (either
alone or through or together with any other Person), owns, directly or
indirectly, 50% or more of the stock or other equity interests which are
generally entitled to vote for the election of the board of directors or other
governing body of such corporation or other legal entity.


 


“Transfer”
means the sale, transfer, assignment, pledge or other disposal (whether
with or without consideration and whether voluntarily or involuntarily or by
operation of law) of any Restricted Shares.


 


10.                               Adjustment of Shares.


 


In the event of a Recapitalization, the terms of this Agreement
(including, without limitation, the number and kind of shares of Class A
Common Stock subject to this award) shall be adjusted as set forth in Section 13(a) of
the Plan. In the event that the Company is a party to a merger or
consolidation, this award shall be subject to the agreement of merger or consolidation,
as provided in Section 13(b) of the Plan.


 


11.                               Related Agreements. Simultaneously
with the execution and delivery of this Agreement, the Company and Executive
shall execute and deliver the Non-Competition Agreement attached hereto as Exhibit C
and incorporated herein by reference and (ii) the Shareholders’ Agreement.


 


12.                               General Provisions.


 


(a)                                  Severability. It is the
desire and intent of the parties hereto that the provisions of this Agreement
be enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Agreement shall be adjudicated
by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of
such provision in any other jurisdiction.


 


(b)                                 Entire Agreement. This
Agreement, the Plan and the Shareholders’ Agreement embody the complete
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.


 


(c)                                  Counterparts. This
Agreement may be executed in separate counterparts, each of which is deemed to
be an original and all of which taken together constitute one and the same
agreement.


 


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(d)                                 Successors and Assigns. Except as
otherwise provided herein, this Agreement shall bind and inure to the benefit
of and be enforceable by the Executive, the Company, and their respective
successors, permitted assigns, heirs, representative and estate, as the case
may be (including subsequent holders of Restricted Shares); provided that the
rights and obligations of the Executive under this Agreement shall not be
assignable except in connection with a permitted transfer of Restricted Shares
hereunder and under the Shareholders’ Agreement.


 


(e)                                  Governing Law. THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTS
PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE, OR ANY OTHER
JURISDICTION), THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF DELAWARE TO BE APPLIED.


 


(f)                                    Jurisdiction and Venue. SUBJECT TO
THE TERMS OF THIS AGREEMENT, THE PARTIES AGREE THAT ANY AND ALL ACTIONS ARISING
UNDER OR IN RESPECT OF THIS AGREEMENT SHALL BE LITIGATED IN THE FEDERAL OR
STATE COURTS IN DELAWARE. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH
PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR
ITSELF, HIMSELF, OR HERSELF AND IN RESPECT OF ITS, HIS OR HER PROPERTY WITH
RESPECT TO SUCH ACTION. EACH PARTY AGREES THAT VENUE WOULD BE PROPER IN ANY OF
SUCH COURTS, AND HEREBY WAIVES ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER
OR INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.


 


(g)                                 Remedies. Each of the
parties to this Agreement and any such Person granted rights hereunder whether
or not such Person is a signatory hereto shall be entitled to enforce its
rights under this Agreement specifically to recover damages and costs (including
reasonable attorney’s fees) for any breach of any provision of this Agreement
and to exercise all other rights existing in its favor. The parties hereto
agree and acknowledge that money damages may not be an adequate remedy for any
breach of the provisions of this Agreement and that any party and any such
Person granted rights hereunder whether or not such Person is a signatory
hereto may in its sole discretion apply to any court of law or equity of
competent jurisdiction for specific performance and/or other injunctive relief
(without posting any bond or deposit) in order to enforce or prevent any
violations of the provisions of this Agreement.


 


(h)                                Amendment and
Waiver. The provisions of this Agreement may be amended and waived only with
the prior written consent of the Company and the Executive and no course of
conduct or failure or delay in enforcing the provisions of this Agreement shall
be construed as a waiver of such provisions or affect the validity, binding
effect or enforceability of this Agreement or any provision hereof; provided that the Company may amend or
modify the Agreement without the Executive’s consent in accordance with the
provisions of the Plan (including, without limitation, the provisions in
Sections 13(b), 15(c) and 16(e) of the Plan) or as otherwise set
forth in this Agreement.


 


(i)                                   Notices. Any notice
provided for in this Agreement must be in writing and must be either personally
delivered, transmitted via facsimile, mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier
service (charges prepaid) to the recipient at the address below indicated or at
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party. Notices will
be deemed to have been given hereunder and received when delivered personally,
when received if transmitted via facsimile, five (5) days after deposit in
the U.S. mail and one (1) day after deposit with a reputable overnight
courier service.


 


If to the Company, to:


 


9

















 


GPS CCMP Acquisition Corp.


c/o CCMP Capital Advisors, LLC


245 Park Avenue, 16th Floor


New York, NY 10167


Attention: Stephen Murray


 


If
to the Executive, to her at her most recent address in the Company’s records.


 


(j)                                      Business Days. If any time
period for giving notice or taking action hereunder expires on a day which is a
Saturday, Sunday or holiday in the state in which the Company’s chief executive
office is located, the time period for giving notice or taking action shall be
automatically extended to the business day immediately following such Saturday,
Sunday or holiday.


 


(k)                                  Survival of
Representations, Warranties and Agreements. All representations,
warranties and agreements contained herein shall survive the consummation of
the transactions contemplated hereby and the termination of this Agreement
indefinitely.


 


(1)                                  Recapitalization,
Exchange, Etc. Affecting the Company’s Shares. The provisions of this
Agreement shall apply, to the full extent set forth herein, with respect to any
and all Shares of the Company or any successor or assign of the Company
(whether by merger, consolidation, sale of assets, conversion to a corporation
or otherwise) that may be issued in respect of, in exchange for, or in
substitution of, the Shares of the Company and shall be appropriately adjusted
for any dividends, splits, reverse splits, combinations, recapitalizations, and
the like occurring after the date hereof.


 


(m)                              Descriptive
Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.


 


(n)                                Construction. Where
specific language is used to clarify by example a general statement contained
herein, such specific language shall not be deemed to modify, limit or restrict
in any manner the construction of the general statement to which it relates.
The language used in this Agreement shall be deemed to be the language chosen
by the parties to express their mutual intent, and no rule of strict
construction shall be applied against any party.


 


(o)                                WAIVER OF JURY
TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT.


 


(p)                                Nouns and
Pronouns. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural and
vice versa.


 


(q)                                Plan;
Shareholders’ Agreement; Counsel. The Executive acknowledges
and understands that material definitions and provisions concerning the
Restricted Shares and the Executive’s rights and obligations with respect
thereto are set forth in the Plan and the Shareholders’ Agreement. The
Executive has had the opportunity to retain counsel, and has read carefully,
and understands, the provisions of such documents. The Executive has had the
opportunity to seek legal advice from such counsel on this Agreement and the
transactions contemplated hereby.


 


(r)                                  Non-Qualified
Deferred Compensation. The parties acknowledge and agree that, to
the extent applicable, this Agreement shall be interpreted in accordance with Section 409A
of the Code and Department of Treasury regulations and other interpretive
guidance issued thereunder, including without


 


10

















 


limitation
any such regulations or other guidance that may be issued after the Effective
Date. Notwithstanding any provision of this Agreement to the contrary, in the
event that the Company determines that any amounts payable hereunder will be
immediately taxable to the Executive under Section 409A of the Code and
related Department of Treasury guidance, the Company may (a) adopt such
amendments to this Agreement and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Company determines
necessary or appropriate to preserve the intended tax treatment of the benefits
provided by this Agreement and/or (b) take such other actions as the
Company determines necessary or appropriate to comply with the requirements of Section 409A
of the Code and related Department of Treasury guidance, including such
Department of Treasury guidance and other interpretive materials as may be
issued after the Effective Date.


 


[SIGNATURE PAGE FOLLOWS]


 


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


 


 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GPS CCMP ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark McFadden

  
	
   

  	
   

  	
  Name:

  	
  Mark
  McFadden

  
	
   

  	
   

  	
  Title

  	
  Vice President and
  Assistant Secretary

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ Dawn A. Tabat

  
	
   

  	
  Dawn A. Tabat

  



 


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