Exhibit 10.24


 


MANAGEMENT SUBSCRIPTION AND STOCK
PURCHASE AGREEMENT


 


This MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of February 23, 2007, by
and between GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”),  and the person or entity
identified on the signature page hereto as the subscriber (the “Subscriber”).


 


W I T N E S S E T H :


 


WHEREAS, on the terms and subject to the conditions set forth herein, the
Subscriber desires to subscribe for and purchase, and the Company is willing to
sell to the Subscriber, in exchange for cash, shares of the Company’s class B
voting common stock, par value $0.01 per share (“Class B
Common Stock”);  and


 


WHEREAS, in connection with the execution and delivery of this
Agreement, the Subscriber is entering into a Joinder Agreement to that certain
Shareholders’ Agreement, dated as of November 10, 2006, by and among the
Company, the Subscriber and the other parties signatory thereto (the “Shareholders’ Agreement”);


 


NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual representations, warranties, covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:


 


ARTICLE I


 


PURCHASE AND SALE OF SHARES


 


1.1           Sale and Issuance of Shares.  Subject to the terms and conditions of this
Agreement, the Subscriber does hereby subscribe for and agree to purchase at
the Closing (as defined below), and the Company does hereby agree to sell to
the Subscriber at the Closing, the number of shares of Class B Common
Stock set forth in the column “Aggregate Class B Common Shares” and
opposite the name of the Subscriber on the signature page hereto (collectively,
the “Shares”)  for
the total purchase price set forth below the column “Total Purchase Price” and
opposite the name of the Subscriber on the signature page hereto (the “Purchase Price”).


 


1.2           Closing.  Subject to Articles TV and V below, the
closing of the purchase and sale of the Shares (the “Closing”)  shall
occur on February 23, 2007. Payment of the Purchase Price shall be made at
the Closing by delivery of a wire transfer of same day funds denominated in U.S.
dollars or delivery of a check payable to the Company, unless otherwise
approved in writing by the Company.


 

















 


ARTICLE II


 


REPRESENTATIONS AND WARRANTIES OF
THE COMPANY


 


The Company represents and warrants to the Subscriber that:


 


2.1           Organization and Standing. The Company
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite corporate power and
authority to carry on its business as now conducted and as proposed to be
conducted. As of the Closing: (i) there will be 31,200 shares of Class A
Non-Voting Common Stock of the Company with a par value of $0.01 per share
authorized, of which 8,531.883901 shares will be issued and outstanding, (ii) there
will be 110,000 shares of Class B Voting Common Stock of the Company with
a par value of $0.01 per share authorized, of which 68,711.7382 shares will be
issued and outstanding, and (iii) all of the issued and outstanding
capital stock of the Company will be duly authorized, validly issued, fully
paid and nonassessable, free and clear of all liens, and, subject to reliance
upon all accredited investor representations made by the purchasers, will be
issued pursuant to a valid exception from the registration requirements of applicable
state and federal laws and regulations concerning the issuance of securities. The
consideration per share paid (or to be paid) for the Shares is and shall be as
set forth on the signature page hereto. Other than under the Shareholders’
Agreement, there are no preemptive or other outstanding rights, options, warrants,
conversion rights or similar agreements or understandings for the purchase or
acquisition of the Company’s capital stock.


 


2.2           Authorization.  The Company has full corporate power and authority
to execute and deliver this Agreement and all other agreements and instruments
contemplated hereby to which the Company is a party and to perform its
obligations hereunder and thereunder. All corporate action on the part of the
Company necessary for the authorization, execution, delivery and performance of
this Agreement by the Company, and for the authorization, issuance and delivery
of the Shares being sold under this Agreement, has been taken. This Agreement, when
executed and delivered by all parties hereto, shall constitute the valid and
legally binding obligation of the Company, except to the extent the
enforceability thereof may be limited by bankruptcy laws, insolvency laws, reorganization
laws, moratorium laws or other laws affecting creditors’ rights generally or by
general equitable principles.


 


2.3           Validity of Shares.   The Shares,
when issued, sold and delivered in accordance with the terms of this Agreement,
shall be duly and validly issued, and fully paid and nonassessable, free and
clear of all liens and encumbrances (other than those created by the
Subscriber).


 


2.4           Securities Act.  The sale of Shares in accordance with the
terms of this Agreement (assuming the accuracy of the representations and
warranties of the Subscriber contained in Article III hereof) is exempt
from the registration requirements of the Securities Act of 1933, as amended (the
“1933 Act”).


 


2

















 


ARTICLE III


 


REPRESENTATIONS, WARRANTIES AND


AGREEMENTS OF THE SUBSCRIBER


 


3.1           Authorization.   The Subscriber represents and warrants that
this Agreement, when executed and delivered to the Company, will constitute the
Subscriber’s valid and legally binding obligation, except to the extent the
enforceability thereof may be limited by bankruptcy laws, insolvency laws, reorganization
laws, moratorium laws or other laws affecting creditors’ rights generally or by
general equitable principles.


 


3.2           Investment
Representations.


 


(a)           This Agreement is made with the Subscriber in reliance
upon Subscriber’s representations to the Company, which by the Subscriber’s
acceptance hereof, the Subscriber hereby confirms, that (i) the Shares to
be received by the Subscriber will be acquired by the Subscriber for investment
for his or her own account, not as a nominee or agent, and not with a view to
the sale or distribution of any part thereof, (ii) he or she has no
current intention of selling, granting a participation in or otherwise
distributing the same in violation of applicable federal and state securities
laws, and (iii) the information contained in
the form or Confidential Investment Qualification Questionnaire attached hereto
as Exhibit A (the “Purchaser Questionnaire”)  and
completed by the Subscriber and delivered to the Company is true, correct, accurate
and complete both as of the date of such Purchaser Questionnaire and as  of
the date hereof. By executing this Agreement, the Subscriber further represents
that he or she does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant a participation to such
person, or to any third person, with respect to any of the Shares.


 


(b)           The Subscriber understands that the Shares have not
been registered under the 1933 Act on the basis that the sale provided for in
this Agreement and the issuance of Shares hereunder is exempt from registration
under the 1933 Act pursuant to Section 4(2) thereof and regulations
issued thereunder and other available exemptions, and that the Company’s
reliance on such exemption is predicated on representations of the Subscriber
set forth herein.


 


(c)           The Subscriber represents that he or she has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of his investment. The Subscriber is a
sophisticated investor, has relied upon independent investigations made by the
Subscriber and, to the extent believed by the Subscriber to be appropriate, the
Subscriber’s representatives, including the Subscriber’s own professional, tax and
other advisors, and is making an independent decision to invest in the Shares. The
Subscriber further represents that the Subscriber has had access, during the
course of the transactions contemplated hereby and prior to the Subscriber’s
purchase of Shares, to the same kind of information that is specified in Part I
of a registration statement under the 1933 Act and that the Subscriber has had,
during the course of the transactions contemplated hereby and prior to the
Subscriber’s purchase of the Shares, the opportunity to ask questions of, and
receive answers from, the Company concerning the terms and conditions of the
offering and to obtain additional information necessary to verify the accuracy
of any information furnished to the Subscriber or to which the Subscriber had
access, and the Subscriber has read carefully such


 


3

















 


documents, materials and information and understands
and has evaluated the types of risks involved with a purchase of the Shares. The
Subscriber has not relied upon any representations or other information (whether
oral or written) from the Company or its respective stockholders, directors, officers
or affiliates, or from any other person or entity, in connection with its
investment in the Shares. The Subscriber acknowledges that the Company has not
given any assurances with respect to the tax consequences of the acquisition, ownership
and disposition of the Shares. Furthermore, the Subscriber understands that no
federal or state agency has passed upon this investment or upon the Company, nor
has any such agency made any finding or determination as to the fairness of
this investment.


 


(d)           The Subscriber understands that the Shares may not
be sold, transferred or otherwise disposed of without registration under the
1933 Act or an exemption therefrom, and that in the absence of an effective
registration statement covering the Shares or an available exemption from
registration under the 1933 Act, the Shares must be held indefinitely. The Subscriber
must be prepared to bear the economic risk of this investment for an indefinite
period of time. In particular, the Subscriber acknowledges that he or she is
aware that the Shares may not be sold pursuant to Rule 144 promulgated
under the 1933 Act unless all of the conditions of that Rule are met. Among
the current conditions for use of Rule 144 by certain holders is the
availability to the public of current information about the Company. Such
information is not now available, and the Company has no current plans to make
such information available. The Subscriber represents that, in the absence of
an effective registration statement covering the Shares, he or she will sell, transfer
or otherwise dispose of the Shares only in a manner consistent with his
representations set forth herein and then only in accordance with the
Shareholders’ Agreement.


 


(e)           Independent of the additional restrictions on the
transfer of Shares contained in the Shareholders’ Agreement, the Subscriber
agrees that he or she will not make a transfer, disposition or pledge of any of
the Shares other than pursuant to an effective registration statement under the
1933 Act, unless and until (i) he or she shall have notified the Company
of the proposed disposition and shall have furnished the Company with a
statement of the circumstances surrounding the disposition, and (ii) if
requested by the Company, at the expense of the Subscriber or his or her
transferee, he or she shall have furnished to the Company an opinion of counsel,
reasonably satisfactory to the Company and its counsel, to the effect that such
transfer may be made without registration of the Shares under the 1933 Act.


 


(f)            The Subscriber acknowledges that this investment is
not recommended for investors who have any need for a current return on this
investment or who cannot bear the risk of losing their entire investment. The
Subscriber acknowledges that: (i) he or she has adequate means of
providing for his current needs and possible personal contingencies and has no
need for liquidity in this investment; (ii) the Subscriber’s commitment to
investments which are not readily marketable is not disproportionate to the
Subscriber’s net worth: and (iii) the Subscriber’s investment in the
Shares will not cause the Subscriber’s overall financial commitments to become
excessive.


 


4

















 


3.3           Legends; Stop Transfer.


 


(a)           The Subscriber acknowledges that all certificates
evidencing the Shares shall bear the following legends:


 


“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.”


 


“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 (AS APPLICABLE), AS AMENDED FROM TIME TO
TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH
ARE ON FILE WITH THE COMPANY.”


 


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


 


(c)           The Company shall make a notation regarding the
restrictions on transfer of the Shares in its stock books, and the Shares shall
be transferred on the books of the Company only if transferred or sold pursuant
to an effective registration statement under the 1933 Act covering such Shares
or pursuant to and in compliance with the provisions of Section 3.2(e) hereof.
A copy of this Agreement, together with any amendments thereto, shall remain on
file with the Secretary of the Company and shall be available for inspection to
any properly interested person without charge within five (5) days after
the receipt of a written request therefor by the Company.


 


5

















 


ARTICLE IV


 


CONDITIONS
TO OBLIGATIONS OF


THE
SUBSCRIBER AT CLOSING


 


The obligations of the Subscriber under Article I
of this Agreement are subject to the fulfillment on or before the Closing of
each of the following conditions:


 


4.1           Representations and Warranties.  The representations and warranties of the
Company contained in Article II hereof shall be true on and as of the
Closing with the same force and effect as if they had been made at the Closing.


 


4.2           Performance.  The Company shall have performed and complied with
all agreements and conditions contained in this Agreement required to be
performed or complied with by it on or before the Closing.


 


ARTICLE V


 


CONDITIONS
TO THE OBLIGATIONS OF


THE COMPANY
AT CLOSING


 


The obligations of the Company under Article I
of this Agreement are subject to the fulfillment on or before the Closing of
each of the following conditions:


 


5.1           Representations and Warranties.   The representations, warranties and
agreements of the Subscriber contained in Article III hereof shall be true
and correct in all material respects at and as of the date of the Closing.


 


5.2           Purchaser Questionnaire.  The Company shall have received a completed
Purchaser Questionnaire in the form attached hereto as Exhibit A
from the Subscriber, which questionnaire shall have responses thereto
acceptable to the Company, in its reasonable discretion.


 


5.3           Performance.  The Subscriber shall have performed in all
material respects all of the Subscriber’s obligations and materially complied
with each and all of the Subscriber’s covenants required to be performed or
complied with on or prior to the Closing, including without limitation the
execution and delivery of the agreements and undertakings provided for in this
Agreement.


 


ARTICLE VI


 


OTHER
MATTERS


 


6.1           Shareholders’ Agreement.  Simultaneously with the execution of this
Agreement, the Subscriber shall execute and deliver to the Company a Joinder
Agreement to the Shareholders’ Agreement, substantially in the form attached
hereto as Exhibit B, which shall be in full force and effect as of
the Closing.


 


6

















 


ARTICLE VII


 


MISCELLANEOUS


 


7.1           No Waiver; Modifications in Writing.   This
Agreement sets forth the entire understanding of the parties, and supersedes
all prior agreements, arrangements and communications, whether oral or written,
with respect to the specific subject matter hereof. No waiver of or consent to
any departure from any provision of this Agreement shall be effective unless
signed in writing by the party entitled to the benefit thereof, provided
that notice of any such waiver shall be given to each party hereto as set forth
below. Except as otherwise provided herein, no amendment, modification or
termination of any provision of this Agreement shall be effective unless signed
in writing by or on behalf of the Company and the Subscriber. Any amendment, supplement
or modification of or to any provision of this Agreement, any waiver of any
provision of this Agreement, and any consent to any departure by the Company from
the terms of any provision of this Agreement, shall be effective only in the
specific instance and for the specific purpose for which made or given. Except
where notice is specifically required by this Agreement, no notice to or demand
on the Company in any case shall entitle the Company to any other or further
notice or demand in similar or other circumstances.


 


7.2           Notices.  All notices and
other communications necessary or contemplated under this Agreement shall be in
writing and shall be delivered in the manner specified herein or, in the
absence of such specification, shall be deemed to have been duly given when
delivered by hand, one day after sending by overnight delivery service, or
three days after sending by certified mail, postage prepaid, return receipt
requested to the respective addresses of the parties set forth below:


 


	
  If
  to the Subscriber:

  	
   

  	
  To
  the address set forth below his or her name on the signature
  page hereto.

  
	
   

  	
   

  	
   

  
	
  If
  to the Company:

  	
   

  	
  GPS
  CCMP Acquisition Corp.

  
	
   

  	
   

  	
  c/o
  CCMP Capital Advisors, LLC

  
	
   

  	
   

  	
  245
  Park Avenue

  
	
   

  	
   

  	
  16th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10167

  
	
   

  	
   

  	
  Attention:
        Stephen Murray

  
	
   

  	
   

  	
  Facsimile:
       (917) 464-9200

  



 


By
notice complying with the foregoing provisions of this Section 7.2, each
party shall have the right to change the mailing address for future notices and
communications to such party.


 


7.3           Costs, Expenses and Taxes.  Unless
otherwise agreed to by the Company, the Company and the Subscriber shall pay
their own costs and expenses incurred in connection with the execution and
delivery of this Agreement and any and all other documents furnished pursuant
hereto or in connection herewith. The Company shall pay any and all stamp, transfer
and other similar taxes payable or determined to be payable in connection with
the execution and delivery of this Agreement or the original issuance of the
Shares but excluding all federal, state and local income or similar taxes.


 


7

















 


7.4           Execution of Counterparts.  This
Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.


 


7.5           Binding Effect; Assignment.  The
rights and obligations of the Subscriber under this Agreement may not be
assigned to any other person and any such assignment shall be void ab initio.
This Agreement shall not be construed so as to confer any right or benefit upon
any person other than the parties to this Agreement, and their respective
successors and assigns. This Agreement shall be binding upon the Company and
the Subscriber, and their respective successors and permitted assigns.


 


7.6           Governing Law.  This Agreement
shall be governed by the laws of the State of Delaware as to all matters, including
but not limited to matters of validity, construction, effect, performance and
remedies.


 


7.7           Severability of Provisions.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.


 


7.8           Schedules, Exhibits and Headings.  All
Schedules and Exhibits to this Agreement shall be deemed to be a part of this
Agreement. The Article and Section headings used or contained in this
Agreement are for convenience of reference only and shall not affect the
construction of this Agreement.


 


7.9           Injunctive Relief.  Each of the
parties to this Agreement hereby acknowledges that in the event of a breach by
any of them of any material provision of this Agreement, the aggrieved party
may be without an adequate remedy at law. Each of the parties therefore agrees
that, in the event of a breach of any material provision of this Agreement, the
aggrieved party may elect to institute and prosecute proceedings to enforce
specific performance or to enjoin the continuing breach of such provision, as
well as to obtain damages for breach of this Agreement. By seeking or obtaining
any such relief, the aggrieved party will not be precluded from seeking or
obtaining any other relief to which it may be entitled.


 


7.10         Survival of Agreements, Representations and
Warranties.  All agreements, representations and
warranties contained herein or in the Confidential Investment Qualification
Questionnaire attached hereto, as the case may be, in connection with the
transactions contemplated by this Agreement shall survive the execution and
delivery of this Agreement and the sale and purchase of the Shares and payment
therefor.


 


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8

















 


MANAGEMENT
SUBSCRIPTION AND STOCK PURCHASE AGREEMENT


 


COUNTERPART SIGNATURE
PAGE


 


IN WITNESS WHEREOF, the Company and the
Subscriber have executed this Agreement as of the day and year first written
above.


 


 


	
   

  	
   

  
	
  Name
  of Subscriber: JOHN BOWLIN

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Subscriber
  Signature:

  	
  /s/ John Bowlin

  	
   

  
	
   

  	
   

  
			



 


	
   

  	
   

  	
  AGGREGATE

  CLASS B

  COMMON

  SHARES

  	
   

  	
  TOTAL

  PURCHASE

  PRICE

  	
   

  
	
  JOHN BOWLIN

  	
   

  	
  90

  	
   

  	
  $

  	
  900,000.00