Exhibit
10.21


 


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 W. Schaus, Jr. (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 155.8334959 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


 


1

















 


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. 77.9167 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


 


2

















 


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),  77.9167 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.”


 


3

















 


“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


 


4

















 


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.


 


5

















 


“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-1 (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.


 


6

















 


“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.


 


7

















 


“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.


 


8

















 


(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 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.


 


(l)                                 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]


 


11

















 


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 W. Schaus, Jr.

  
	
   

  	
  Roger W. Schaus, Jr.

  



 


12