Exhibit 10.20


 


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 Roger F.
Pascavis (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 233.7502439
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 his 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
his 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 him 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. 116.8751 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 his 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), 116.8751 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 his position and (b) Executive shall be
absent from his 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:


 


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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 him at his 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


 


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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/ Roger F. Pascavis

  
	
   

  	
  Roger F. Pascavis

  



 


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