Exhibit 10.18


 


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
Allen D. Gillette (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 116.8751219 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. 58.4376
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), 58.4376 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-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.


 


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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


[SIGNATURE PAGE FOLLOWS]


 


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/ Allen D. Gillette 09-Nov-06

  
	
   

  	
  Allen
  D. Gillette

  



 


12