Exhibit
10.7.1


 




	
  

  	
  1 MANAGEMENT
  UNIT SUBSCRIPTION AGREEMENT (Preferred Units and Class A Units) THIS
  MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between PG
  Holdco, LLC, a Delaware limited liability company (the “Company”), and the
  individual named on the Master Signature Page hereto (“Executive”) is made as
  of the date set forth on such Master Signature Page. WHEREAS, on the terms
  and subject to the conditions hereof, Executive desires to subscribe for and
  acquire from the Company, and the Company desires to issue and provide or
  sell to Executive, the Company’s Participating Preferred Units (the
  “Preferred Units”) and Class A Common Units (the “Class A Units” and,
  together with the Preferred Units, the “Units”), in each case in the amounts
  set forth on Schedule I included in the Master Signature Page, as hereinafter
  set forth; and WHEREAS, this Agreement is one of several agreements being
  entered into by the Company on or after the date set forth on the Master
  Signature Page with certain persons who are or will be key employees of the
  Company or one or more Subsidiaries as part of a management equity incentive
  plan designed to comply with certain exemptions from registration under the
  Securities Act (as defined below). NOW, THEREFORE, in order to implement the
  foregoing and in consideration of the mutual representations, warranties,
  covenants and agreements contained herein, the parties hereto agree as
  follows: 1. Definitions. 1.1 Activity Date. The term “Activity Date” shall
  have the meaning set forth in Section 6.2. 1.2 Affiliate. The term
  “Affiliate” shall have the meaning set forth in the Securityholders
  Agreement. 1.3 Agreement. The term “Agreement” shall have the meaning set
  forth in the preface. 1.4 Applicable Federal Rate. The term “Applicable
  Federal Rate” shall have the meaning set forth in Section 1274 of the Code.
  1.5 Board. The term “Board” shall mean the Company’s Management Committee.
  1.6 Call Notice. The term “Call Notice” shall have the meaning set forth in
  Section 4.1(b). 1.7 Call Period. The term “Call Period” shall have the
  meaning set forth in Section 4.1(a). 

  






 















	
  

  	
  1.8 Cause. The
  term “Cause” shall have the same meaning ascribed to such term in any
  employment, severance or similar agreement then in effect between Executive and
  the Company or one of its Subsidiaries or, if there is no such agreement or
  such term is not defined therein, “Cause” shall mean a termination of
  employment of Executive by the Company or any Subsidiary due to (i) the
  commission by Executive of an act of fraud or embezzlement, (ii) the
  indictment or conviction of Executive for (x) a felony or (y) a crime
  involving moral turpitude or a plea by Executive of guilty or nolo contendere
  involving such a crime, (iii) negligence or willful or intentional misconduct
  by Executive in the performance of Executive’s duties, including any willful
  or intentional misrepresentation or willful or intentional concealment by
  Executive on any report submitted to the Company (or any of its Subsidiaries)
  which the Board in its reasonable discretion determines is materially
  detrimental to the best interests of the Company and its Subsidiaries, (iv)
  the violation by Executive of a company policy regarding substance abuse,
  sexual harassment or discrimination or any other material policy of the
  Company or any of its Subsidiaries regarding employment that the Board in its
  reasonable discretion determines is materially detrimental to the best
  interests of the Company and its Subsidiaries, (v) the willful or intentional
  refusal or repeated failure of Executive, following notice from the Company,
  to render services to the Company or any of its Subsidiaries in accordance
  with Executive’s employment (other than as a result of incapacity due to
  physical or mental illness), (vi) the willful or intentional refusal or
  repeated failure of Executive, following notice from the Company, to comply
  with reasonable directives of the Board, the Board of Directors of any
  Subsidiary or the Chief Executive Officer of the Company or any Subsidiary
  consistent with Executive’s duties, (vii) any act or omission that
  constitutes a material breach by Executive of any of the provisions of any
  agreement between Executive, on the one hand, and the Company or an Affiliate
  of the Company, on the other hand or (viii) any other willful or intentional
  misconduct by Executive which is materially injurious to the financial
  condition or business reputation of, or is otherwise, materially injurious to
  the Company or any of its Subsidiaries or Affiliates. Any voluntary termination
  of employment by Executive in anticipation of an involuntary termination of
  Executive’s employment for Cause shall be deemed to be a termination for
  Cause. 1.9 Class A Units. The term “Class A Units” shall have the meaning set
  forth in the preface. 1.10 Closing. The term “Closing” shall have the meaning
  set forth in Section 2.2. 1.11 Code. The term “Code” shall mean the Internal
  Revenue Code of 1986, as amended. 1.12 Company. The term “Company” shall have
  the meaning set forth in the preface. 1.13 Competitive Activity. The term
  “Competitive Activity” shall have the meaning set forth in Section 6.1. 1.14
  Competitive Business. The term “Competitive Business” shall have the meaning
  set forth in Section 6.1. 

  






 















	
  

  	
  1.15 Cost. The
  term “Cost” shall mean $1,000.00 per Preferred Unit and $20.17 per Class A
  Unit, in each case, as proportionately adjusted for all subsequent
  distributions of Preferred Units or Class A Units, as applicable, and other
  recapitalizations and less the amount of any tax distributions made with
  respect to the Preferred Units or Class A Units, as applicable, pursuant to
  Section 4.4(g) of the LLC Agreement. 1.16 Disability. The term “Disability”
  used in connection with the termination of employment of Executive shall have
  the same meaning ascribed to such term in any employment, severance or
  similar agreement then in effect between Executive and the Company or one of
  its Subsidiaries or, if there is no such agreement or such term is not
  defined therein, “Disability” shall mean the inability of Executive to
  perform the essential functions of Executive’s job, with or without
  reasonable accommodation, by reason of a physical or mental infirmity, for a
  continuous period of six months. The period of six months shall be deemed
  continuous unless Executive returns to work for at least 30 consecutive
  business days during such period and performs during such period at the level
  and competence that existed prior to the beginning of the six-month period.
  The date of such Disability shall be on the first day of such six-month
  period. 1.17 Employee and Employment. The term “employee” shall mean, without
  any inference as to negate Executive’s status as a member of the Company for
  all purposes hereunder (subject to the terms hereof) and for federal and
  other tax purposes, any employee (as defined in accordance with the
  regulations and revenue rulings then applicable under Section 3401(c) of the
  Code) of the Company or any of its Subsidiaries, and the term “employment”
  shall include service as a part- or full-time employee to the Company or any
  of its Subsidiaries. 1.18 Entities. The term “Entities” shall have the
  meaning set forth in Section 6.1. 1.19 Executive. The term “Executive” shall
  have the meaning set forth in the preface. 1.20 Executive Group. The term
  “Executive Group” shall mean Executive and Executive’s Permitted Transferees.
  1.21 Fair Market Value. The term “Fair Market Value” used in connection with
  the value of Units shall mean the fair value of a Unit determined in good
  faith by the Board using its reasonable business judgment (valuing the
  Company and its Subsidiaries as a going concern) disregarding any discount
  for minority interest or marketability of the Units, whether due to transfer
  restrictions or the lack of a public market for the Units. The Board shall
  conduct a valuation annually and, in connection with such valuation, agrees
  to consult with a nationally recognized valuation expert. For the avoidance
  of doubt, the determination of Fair Market Value of any Unit shall be based
  on the amounts that would be distributable in respect of such Unit under the
  terms of the LLC Agreement, including any adjustments necessary to reflect
  the portion of any tax distributions that were previously made in respect of
  such Unit but not charged against other distributions in respect of such
  Unit. 1.22 Financing Default. The term “Financing Default” shall mean an
  event which would constitute (or with notice or lapse of time or both would
  constitute) an event of default under (i) any of the financing documents of
  the Company or its Subsidiaries from time to time 

  






 















	
  

  	
  (collectively,
  the “Financing Agreements”) and any extensions, renewals, refinancings or
  refundings thereof in whole or in part, (ii) any amendment of, supplement to
  or other modification of any of the instruments referred to in clause (i)
  above, and (iii) any of the securities issued pursuant to or whose terms are
  governed by the terms of any of the agreements set forth in clause (i) above
  and any extensions, renewals, refinancings or refundings thereof in whole or
  in part. 1.23 Good Reason. The term “Good Reason” shall have the same meaning
  ascribed to such term in any employment, severance or similar agreement then
  in effect between Executive and the Company or one of its Subsidiaries or, if
  there is no such agreement or such term is not defined therein, “Good Reason”
  shall mean, without Executive’s consent, (i) a substantial change by the
  Company or any of its Subsidiaries in Executive’s duties and responsibilities
  which is materially inconsistent with Executive’s position in the Company or
  any Subsidiary, (ii) a material reduction in Executive’s annual base salary
  or annual bonus opportunity (excluding any reduction in Executive’s salary or
  bonus opportunity that is part of a plan to reduce compensation of comparably
  situated employees of the Company or its Subsidiaries generally), (iii) a
  material breach by the Company or any of its Subsidiaries of a material
  provision of the employment, severance or other similar agreement, if any,
  between Executive and the Company or one of its Subsidiaries, and (iv) the
  relocation of Executive’s principal place of work from its current location
  to a location that is beyond a 50-mile radius of such current location;
  provided that, notwithstanding anything to the contrary in the foregoing,
  Executive shall only have “Good Reason” to terminate employment following the
  Company’s or any Subsidiary’s failure to remedy the act or omission which is
  alleged to constitute “Good Reason” within thirty (30) days following the
  Company’s or Subsidiary’s receipt of written notice from Executive specifying
  such act or omission. 1.24 Holdings Shares. The term “Holdings Shares” shall
  have the meaning set forth in Section 5. 1.25 Junior Subordinated Note. The
  term “Junior Subordinated Note” shall have the meaning set forth in Section
  5. 1.26 LLC Agreement. The term “LLC Agreement” shall mean the Sixth Amended
  and Restated Limited Liability Company Agreement of the Company, dated as of
  March 23, 2012, as it may be amended or supplemented thereafter from time to
  time. 1.27 New Preferred Units. The term “New Preferred Units” shall have the
  meaning set forth in Section 5. 1.28 Permitted Transferee. The term
  “Permitted Transferee” shall mean any transferee of Units pursuant to clause
  (e) or (f) of the definition of “Exempt Employee Transfer” as defined in the
  Securityholders Agreement. 1.29 Person. The term “Person” shall mean any
  individual, corporation, partnership, limited liability company, trust, joint
  stock company, business trust, unincorporated association, joint venture,
  governmental authority or other entity of any nature whatsoever. 

  






 















	
  

  	
  1.30 PGA
  Holdings. The term “PGA Holdings” shall mean PGA Holdings, Inc., a Delaware
  corporation. 1.31 Preferred Units. The term “Preferred Units” shall have the
  meaning set forth in the preface. 1.32 Public Offering. The term “Public
  Offering” shall have the meaning set forth in the Securityholders Agreement.
  1.33 Purchase Date. The term “Purchase Date” shall have the meaning set forth
  in Section 2.2. 1.34 Purchase Price. The term “Purchase Price” shall have the
  meaning set forth in Section 2.1(a). 1.35 Restricted Area. The term
  “Restricted Area” means (A) the general area of measurement and improvement
  solutions, (B) data analytics and decision support tools focused on
  healthcare quality, and (C) products or services related to improvement
  solutions, educational programs, or taking any actions on, or publishing or
  reporting results in connection with, the general area of quality and
  performance, in all cases described in the foregoing clauses (A), (B) and
  (C), to or about healthcare or related institutions or employees thereof, or
  medical or other professionals operating in the health care industry,
  anywhere in North America, Europe, South America or Asia or any other
  geographic location where the Company or any of its Subsidiaries operates.
  The term “Restricted Area” also includes (x) consulting services and
  solutions relating to quality and performance improvement, or (y) any other
  business that the Company or any of its Subsidiaries is taking or has taken
  specific actions in furtherance of engaging in (so long as Executive knew or
  reasonably should have known about such actions). 1.36 Retirement. The term
  “Retirement” shall mean, with respect to Executive, Executive’s retirement as
  an employee of the Company or any of its Subsidiaries on or after reaching
  age 65 after at least three years of employment with the Company or any of
  its Subsidiaries after the Purchase Date. 1.37 Sale of the Company. The term
  “Sale of the Company” shall have the meaning set forth in the Securityholders
  Agreement. 1.38 Securities Act. The term “Securities Act” shall mean the
  Securities Act of 1933, as amended, and all rules and regulations promulgated
  thereunder, as the same may be amended from time to time. 1.39
  Securityholders Agreement. The term “Securityholders Agreement” shall mean
  the Amended and Restated Securityholders Agreement dated as of March 9, 2010
  by and among the Company and the other parties thereto, as it may be amended
  or supplemented thereafter from time to time. 1.40 Subsidiary. The term
  “Subsidiary” shall have the meaning set forth in the Securityholders
  Agreement. 

  






 















	
  

  	
  1.41
  Termination Date. The term “Termination Date” shall mean the date upon which
  Executive’s employment with the Company and its Subsidiaries terminates. 1.42
  Units. The term “Units” shall have the meaning set forth in the preface. 1.43
  Vestar. The term “Vestar” shall mean Vestar Capital Partners V, L.P., a
  Cayman Islands exempted limited partnership. 2. Subscription for and Purchase
  of Units. 2.1 Purchase of Units; Payment of Purchase Price. (a) Pursuant to
  the terms and subject to the conditions set forth in this Agreement, Executive
  hereby subscribes for and agrees to purchase, and the Company hereby agrees
  to issue and sell to Executive, on the Purchase Date, the number of Preferred
  Units and Class A Units set forth on Schedule I included on the Master
  Signature Page at the applicable prices per Unit and for the aggregate
  amounts (the “Purchase Price”) set forth on Schedule I included on the Master
  Signature Page. In consideration for such agreements of the Company,
  Executive hereby agrees that Executive will not disclose to any person
  (except as required in the ordinary course of business in the good faith
  performance of Executive’s duties) (i) any information regarding this
  Agreement, any related agreements, any matters referred to in any such
  agreements or (ii) the existence of any such agreements or matters. However,
  Executive may make such disclosures to Executive’s spouse, if any,
  Executive’s legal counsel or financial advisor, provided they agree to be
  bound by this obligation and Executive remains liable for any breach of this
  obligation by them. (b) The Purchase Price attributable to the Units
  purchased hereunder shall be payable in cash. Executive may elect to borrow a
  portion of such cash from Press Ganey Associates, Inc., subject to the
  execution and delivery of a promissory note signed by Executive and secured
  by the Units purchased hereunder. Such note shall bear interest at a rate per
  annum equal to the long-term applicable federal rate, compounded annually, as
  reported by the Internal Revenue Service under Section 1274(d) of the Code
  for the month in which such note is executed. Any such note shall be (a) full
  recourse to Executive with respect to 50% of the initial principal amount
  thereof and 100% of any and all accrued but unpaid interest on the entire
  principal amount thereof and (b) non-recourse to Executive with respect to
  50% of the initial principal amount thereof. Such note shall be for the
  benefit of Press Ganey Associates, Inc. and shall be substantially in the
  form attached hereto as Annex A. Executive shall also sign a pledge agreement
  pledging the Units as security for the note, such pledge agreement to be
  substantially in the form attached hereto as Annex B. 2.2 The Closing. The
  closing (the “Closing”) of the purchase of Units hereunder shall take place
  on the date set forth on the Master Signature Page (the “Purchase Date”). At
  the Closing, Executive shall deliver to the Company the Purchase Price. 2.3
  Section 83(b) Election. Within 10 days after the Purchase Date, Executive
  shall provide the Company with a copy of a completed election under Section
  83(b) of the Code and the regulations promulgated thereunder in the form of
  Exhibit A attached to the Master Signature Page. Executive shall timely file
  (within 30 days of the Purchase Date via certified mail, return 

  






 















	
  

  	
  receipt
  requested) such election with the Internal Revenue Service, and shall
  thereafter certify to the Company Executive has made such timely filing. 2.4
  Closing Conditions. Notwithstanding anything in this Agreement to the
  contrary, the Company shall be under no obligation to issue and sell to
  Executive any Units unless (i) Executive is an employee of, or consultant to,
  the Company or one of its Subsidiaries on the Purchase Date, (ii) the
  representations of Executive contained in Section 3 hereof are true and
  correct in all material respects as of the Purchase Date and (iii) Executive
  is not in breach of any agreement, obligation or covenant herein required to
  be performed or observed by Executive on or prior to the Purchase Date. 3.
  Investment Representations and Covenants of Executive. 3.1 Units
  Unregistered. Executive acknowledges and represents that Executive has been
  advised by the Company that: (a) the offer and sale of the Units have not
  been registered under the Securities Act; (b) the Units must be held
  indefinitely and Executive must continue to bear the economic risk of the
  investment in the Units unless the offer and sale of such Units are
  subsequently registered under the Securities Act and all applicable state
  securities laws or an exemption from such registration is available; (c)
  there is no established market for the Units and it is not anticipated that
  there will be any public market for the Units in the foreseeable future; (d)
  a restrictive legend in the form set forth below and the legends set forth in
  Sections 9.2(a) and (b) of the Securityholders Agreement shall be placed on
  the certificates, if any, representing the Units: “THE SECURITIES REPRESENTED
  BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS AND OTHER PROVISIONS
  SET FORTH IN A MANAGEMENT UNIT SUBSCRIPTION AGREEMENT BETWEEN THE ISSUER AND
  [NAME OF EXECUTIVE] DATED AS OF [PURCHASE DATE], AS AMENDED AND MODIFIED FROM
  TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
  ISSUER’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE”; and (e) a notation
  shall be made in the appropriate records of the Company indicating that the
  Units are subject to restrictions on transfer and, if the Company should at
  some time in the future engage the services of a securities transfer agent,
  appropriate stop-transfer instructions will be issued to such transfer agent
  with respect to the Units. 

  






 















	
  

  	
  3.2 Additional
  Investment Representations. Executive represents and warrants that: (a)
  Executive’s financial situation is such that Executive can afford to bear the
  economic risk of holding the Units for an indefinite period of time, has
  adequate means for providing for Executive’s current needs and personal
  contingencies, and can afford to suffer a complete loss of Executive’s
  investment in the Units; (b) Executive’s knowledge and experience in
  financial and business matters are such that Executive is capable of
  evaluating the merits and risks of the investment in the Units; (c) Executive
  understands that the Units are a speculative investment which involves a high
  degree of risk of loss of Executive’s investment therein, there are
  substantial restrictions on the transferability of the Units and, on the
  Purchase Date and for an indefinite period following the Purchase Date, there
  will be no public market for the Units and, accordingly, it may not be
  possible for Executive to liquidate Executive’s investment in case of
  emergency, if at all; (d) the terms of this Agreement provide that if
  Executive engages in Competitive Activity or ceases to be an employee of the
  Company or its Subsidiaries, the Company and its Affiliates have the right to
  repurchase the Units at a price which may, under certain circumstances, be
  less than the Fair Market Value thereof; (e) Executive understands and has
  taken cognizance of all the risk factors related to the purchase of the Units
  and, other than as set forth in this Agreement, no representations or
  warranties have been made to Executive or Executive’s representatives
  concerning the Units or the Company or their prospects or other matters; (f)
  Executive has been given the opportunity to examine all documents and to ask
  questions of, and to receive answers from, the Company and its
  representatives concerning the Company and its Subsidiaries, the Securityholders
  Agreement, the Company’s organizational documents and the terms and
  conditions of the purchase of the Units and to obtain any additional
  information which Executive deems necessary; (g) all information which
  Executive has provided to the Company and the Company’s representatives
  concerning Executive and Executive’s financial position is complete and
  correct as of the date of this Agreement; and (h) Executive is or is not an
  “accredited investor” under the Securities Act, as indicated on the Master
  Signature Page. 4. Certain Sales and Forfeitures Upon Termination of
  Employment. 4.1 Call Option. (a) If, prior to a Sale of the Company, (x)
  Executive’s employment with the Company and its Subsidiaries terminates for
  any of the reasons set forth in clauses (i), (ii) or (iii) or (y) if
  Executive engages in Competitive Activity, the Company shall have the right
  and 

  






 















	
  

  	
  option, but not
  the obligation, to purchase for a period commencing on the Termination Date
  or the Activity Date, as applicable, and ending on the later of (I) 90 days
  following the Termination Date or the Activity Date, as applicable, and (II)
  211 days following the Purchase Date (such period, the “Call Period”), and
  each member of the Executive Group shall be required to sell to the Company,
  any or all of such Units then held by such member of the Executive Group, at
  a price per Unit equal to the applicable purchase price determined pursuant
  to Section 4.1(c): (i) if Executive’s employment with the Company and its
  Subsidiaries is terminated due to the Disability, death or Retirement of
  Executive; (ii) if Executive’s employment with the Company and its
  Subsidiaries is terminated by the Company and its Subsidiaries without Cause
  or by Executive for Good Reason; (iii) if Executive’s employment with the
  Company and its Subsidiaries is terminated (A) by the Company or any of its
  Subsidiaries for Cause or (B) by Executive for any other reason not set forth
  in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If the Company desires to
  exercise its option to purchase Units pursuant to this Section 4.1 the
  Company shall, not later than 30 days prior to the end of the Call Period,
  send written notice to each member of the Executive Group of its intention to
  purchase all or a portion of the Units, specifying the number of Units to be
  purchased (the “Call Notice”). The closing of the purchase shall take place
  at the principal office of the Company or one of its Subsidiaries on a date
  specified by the Company no later than the 30th day after the giving of the Call
  Notice. (c) In the event of a purchase by the Company pursuant to Section
  4.1(a), the purchase price with respect to a purchase of all or any portion
  of the Units shall be: (i) (x) in the case of a termination of employment
  described in Section 4.1(a)(iii)(A) or (y) if Executive engages in
  Competitive Activity, a price per Unit equal to the lesser of (A) Fair Market
  Value (measured as of the date the Units are repurchased) and (B) Cost; and
  (ii) in the case of a termination of employment described in Section
  4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Unit
  equal to Fair Market Value (measured as of the date the Units are
  repurchased). 4.2 Obligation to Sell Several. If there is more than one
  member of the Executive Group, the failure of any one member thereof to
  perform its obligations hereunder shall not excuse or affect the obligations
  of any other member thereof, and the closing of the purchases from such other
  members by the Company shall not excuse, or constitute a waiver of its rights
  against, the defaulting member. 5. Payment for Units. (a) Except as otherwise
  provided in this Section 5, if at any time the Company elects to purchase any
  Units pursuant to Section 4, the Company shall pay the purchase price for the
  Units it purchases (i) first, by the cancellation of any indebtedness, if
  any, owing from Executive to the Company or any of its Subsidiaries (which
  indebtedness shall be 

  






 















	
  

  	
  applied pro
  rata against the proceeds receivable by each member of the Executive Group
  receiving consideration in such repurchase) and (ii) then, either (x) by the
  Company’s delivery of a check or wire transfer of immediately available funds
  or (y) by the Company’s delivery of shares of capital stock of PGA Holdings
  (“Holdings Shares”) with a fair market value (as determined by the Board)
  equal to the remainder of the purchase price, if any, against delivery of the
  certificates or other instruments, if any, representing the Units so
  purchased, duly endorsed; provided, that if Holdings Shares are issued
  pursuant to this Section 5, the Company shall be obligated to cause PGA
  Holdings to immediately repurchase, and Executive shall be obligated to sell,
  such Holdings Shares for a price equal to the aforementioned fair market
  value of such Holdings Shares, to be paid by check or wire transfer of
  immediately available funds. (b) Notwithstanding anything herein to the
  contrary, (i) to the extent that the purchase of such Units or the payment to
  the Company or one of its Subsidiaries of a cash dividend or distribution by
  a Subsidiary of the Company to fund such purchase (together with any other
  purchases of Units pursuant to Section 4 or pursuant to similar provisions in
  agreements with other employees of the Company and its Subsidiaries of which
  the Company has at such time been given or has given notice and together with
  cash dividends and distributions to fund such other purchases) would result
  (A) in a violation of any law, statute, rule, regulation, policy, order,
  writ, injunction, decree or judgment promulgated or entered by any federal,
  state, local or foreign court or governmental authority applicable to the
  Company or any of its Subsidiaries or any of its or their property, (B) after
  giving effect thereto, in a Financing Default, (C) in a violation of the LLC
  Agreement, or (D) in adverse accounting treatment for the Company, or (ii) if
  immediately prior to such purchase there exists a Financing Default which
  prohibits such purchase, dividend or distribution, in each case which
  prohibits either of the cash payments referred to in clause (ii) of Section
  5(a) (either directly or indirectly as a result of the prohibition of a
  related cash dividend or distribution), the portion of the applicable cash
  payment so prohibited shall be made, to the extent such payment is not
  prohibited, by the Company’s delivery of a junior subordinated promissory
  note (which shall be subordinated and subject in right of payment to the
  prior payment of any debt outstanding under the Financing Agreements and any
  modifications, renewals, extensions, replacements and refunding of all such
  indebtedness) of the Company (a “Junior Subordinated Note”) in a principal
  amount equal to the balance of the purchase price, which note shall (x) (I)
  be payable, in the event of a termination of employment referenced in
  Sections 4.1(a)(i), 4.1(a)(ii) and 4.1(a)(iii)(B), as soon as the conditions
  set forth in this Section 5(b) no longer exist and (II) accrue interest,
  compounded annually, payable concurrently with the payment of principal, at
  the prevailing interest rate under the Company’s senior debt financing
  documents as in effect on the date of issuance, but in no event shall such
  interest rate exceed LIBOR plus four percent (4%) or (y) (I) be payable, in
  the event of a termination of employment referenced in Section 4.1(a)(iii)(A)
  or if Executive engages in Competitive Activity, on the fifth anniversary of
  the issuance thereof, and (II) accrue interest, compounded annually, payable
  concurrently with the payment of principal, at the applicable Applicable
  Federal Rate on the date of issuance. Notwithstanding the foregoing, if any
  of the conditions set forth in preceding sentence exists which prohibits such
  payment by delivery of a Junior Subordinated Note, the portion of the payment
  so prohibited shall be made, to the extent such payment is not prohibited, by
  the Company’s delivery of a new class of preferred units of the Company that
  will be senior to all other classes of units in the Company (“New Preferred
  Units”) having an aggregate liquidation preference equal to the balance of
  the purchase price and accruing dividends annually at a yield equivalent to
  the interest rate that 

  






 















	
  

  	
  would have been
  payable on the aforementioned Junior Subordinated Note. Notwithstanding
  anything herein to the contrary, in the case of a purchase of Units pursuant
  to Section 4.1(a)(iii)(A) or if Executive engages in Competitive Activity,
  the Company shall deliver a Junior Subordinated Note in a principal amount
  equal to all or a portion of the cash purchase price (in lieu of paying such
  portion of the purchase price in cash), which Junior Subordinated Note shall
  mature on the fifth anniversary of its issuance and accrue interest,
  compounded annually, payable concurrently with the payment of principal, at
  the applicable Applicable Federal Rate on the date of issuance; provided that
  if any of the conditions set forth in the first sentence of this Section 5(b)
  exists which prohibits such payment by delivery of a Junior Subordinated
  Note, the portion of the payment so prohibited shall be made, to the extent
  such payment is not prohibited, by the Company’s delivery of New Preferred
  Units having an aggregate liquidation preference equal to the balance of the
  purchase price and accruing dividends, compounded annually, at a yield
  equivalent to the interest rate that would have been payable on the
  aforementioned Junior Subordinated Note. The Company shall use its reasonable
  efforts (or shall cause PGA Holdings to use its reasonable efforts) to
  repurchase Units pursuant to Section 4.1(a)(i), Section 4.1(a)(ii) or Section
  4.1(a)(iii)(B) with cash and/or to prepay any Junior Subordinated Notes or
  redeem any New Preferred Units issued in connection with such repurchase of
  Units. The Company shall have the right set forth in clause (i) of Section
  5(a) whether or not the member of the Executive Group selling such Units is
  an obligor of the Company. Any Junior Subordinated Note (or New Preferred
  Units issued in lieu thereof) shall be prepaid (or redeemed) upon a Sale of
  the Company from net cash proceeds, if any, payable to the Company or its
  unitholders; to the extent that sufficient net cash proceeds are not so
  payable, the Junior Subordinated Note (or New Preferred Units issued in lieu
  thereof) shall be cancelled in exchange for such other non-cash consideration
  received by unitholders in the Sale of the Company having a fair market value
  equal to the principal of and accrued interest on the note. Any Junior
  Subordinated Note (or New Preferred Units issued in lieu thereof) also shall
  be prepaid (or redeemed) upon the consummation of an initial Public Offering
  from net cash proceeds, if any, payable to the Company or its unitholders; to
  the extent that sufficient net cash proceeds are not so payable, the Junior
  Subordinated Note (or New Preferred Units issued in lieu thereof) shall be
  cancelled in exchange for such other non-cash consideration received by
  unitholders in the initial Public Offering having a fair market value equal
  to the principal of and accrued interest on the note. The principal of and
  accrued interest on any such note may be prepaid (and New Preferred Units
  issued in lieu thereof may be redeemed) in whole or in part at any time at
  the option of the Company. If interest (or a cash distribution) is required
  to be paid on any Junior Subordinated Note (or New Preferred Units issued in
  lieu thereof) and any of the conditions set forth in the first sentence of
  this Section 5(b) exists or if any such cash payment would result in adverse
  accounting treatment for the Company which prohibits the payment of such
  interest (or distributions) in cash, such interest may be cumulated and
  accrued until and to the extent that such prohibition no longer exists. 6.
  Non-Competition/Non-Solicitation. 6.1 Competitive Activity. Executive shall
  be deemed to have engaged in “Competitive Activity” if, during the period
  commencing on the date hereof and ending on the date that is eighteen (18)
  months following the Termination Date, Executive, whether on Executive’s own
  behalf or on behalf of or in conjunction with any other person or entity,
  directly or indirectly (A) solicits, or assists in soliciting, the business
  of any client of the Company or any 

  






 















	
  

  	
  of its
  Subsidiaries (collectively, the “Entities”), or hires any employee of any of
  the Entities, or interferes with, or attempts to interfere with, the
  relationships between any of the Entities, on the one hand, and any of its
  customers, clients, suppliers, partners, members, employees or investors, on
  the other hand; or (B) becomes an employee, agent, representative,
  consultant, partner, shareholder or holder of any other financial interest
  with respect to any business, individual, partnership, joint venture,
  association, firm, corporation or other entity engaged, wholly or in part, in
  the Restricted Area or any other business that the Company is taking or has
  taken specific actions in furtherance of engaging in, which actions (taken
  together) would lead a reasonable person to conclude, as of the Termination
  Date, that it was more likely than not that the Company intended to pursue
  engaging in such business (so long as Executive knew or reasonably should
  have known about such actions prior to the Termination Date) (the
  “Competitive Business”). Notwithstanding the foregoing, if Executive is
  subject to a more restrictive non-competition or non-solicitation covenant in
  any employment or other agreement with the Company or any of its Affiliates,
  the most restrictive of such non-competition or nonsolicitation covenants
  shall apply; it being understood that the activities which Executive is
  prohibited from engaging in contained herein or in such other non-competition
  or nonsolicitation covenants all shall be deemed to be “Competitive Activity”
  for purposes of this Agreement. 6.2 Activity Date. If Executive engages in
  Competitive Activity, the “Activity Date” shall be the first date on which
  Executive engages in such Competitive Activity. 6.3 Repayment of Proceeds. If
  Executive engages in Competitive Activity, then Executive shall be required
  to pay to the Company, within ten business days following the Activity Date,
  an amount equal to the excess, if any, of (A) the aggregate proceeds
  Executive received upon the sale or other disposition of Executive’s Units,
  over (B) the aggregate Cost of such Units. 7. Miscellaneous. 7.1 Transfers to
  Permitted Transferees. Prior to the transfer of Units to a Permitted
  Transferee (other than a transfer subsequent to a Sale of the Company),
  Executive shall deliver to the Company a written agreement of the proposed
  transferee (a) evidencing such Person’s undertaking to be bound by the terms
  of this Agreement and (b) acknowledging that the Units transferred to such
  Person will continue to be Units for purposes of this Agreement in the hands
  of such Person. Any transfer or attempted transfer of Units in violation of
  any provision of this Agreement or the Securityholders Agreement shall be
  void, and the Company shall not record such transfer on its books or treat
  any purported transferee of such Units as the owner of such Units for any purpose.
  7.2 Recapitalizations, Exchanges, Etc., Affecting Units. The provisions of
  this Agreement shall apply, to the full extent set forth herein with respect
  to Units, to any and all securities of the Company or any successor or assign
  of the Company (whether by merger, consolidation, sale of assets or
  otherwise) which may be issued in respect of, in exchange for, or in
  substitution of the Units, by reason of any dividend payable in units,
  issuance of units, combination, recapitalization, reclassification, merger,
  consolidation or otherwise. 

  






 















	
  

  	
  7.3 Executive’s
  Employment by the Company. Nothing contained in this Agreement shall be
  deemed to obligate the Company or any Subsidiary of the Company to employ
  Executive in any capacity whatsoever or to prohibit or restrict the Company
  (or any such Subsidiary) from terminating the employment of Executive at any
  time or for any reason whatsoever, with or without Cause. 7.4 Cooperation.
  Executive agrees to cooperate with the Company in taking action reasonably necessary
  to consummate the transactions contemplated by this Agreement. 7.5 Binding
  Effect. The provisions of this Agreement shall be binding upon and accrue to
  the benefit of the parties hereto and their respective heirs, legal
  representatives, successors and assigns; provided, however, that no
  transferee shall derive any rights under this Agreement unless and until such
  transferee has executed and delivered to the Company a valid undertaking and
  becomes bound by the terms of this Agreement; and provided further that
  Vestar is a third party beneficiary of this Agreement and shall have the
  right to enforce the provisions hereof. 7.6 Amendment; Waiver. This Agreement
  may be amended only by a written instrument signed by the parties hereto. No
  waiver by any party hereto of any of the provisions hereof shall be effective
  unless set forth in a writing executed by the party so waiving. 7.7 Governing
  Law. This Agreement shall be governed by and construed and enforced in
  accordance with the laws of the State of Delaware applicable to contracts
  made and to be performed therein. 7.8 Jurisdiction. Any suit, action or
  proceeding with respect to this Agreement, or any judgment entered by any
  court in respect of any thereof, shall be brought in any court of competent
  jurisdiction in the State of Delaware, and each of the Company and the
  members of the Executive Group hereby submits to the exclusive jurisdiction
  of such courts for the purpose of any such suit, action, proceeding or
  judgment. Each of the members of the Executive Group and the Company hereby
  irrevocably waives (a) any objections which it may now or hereafter have to
  the laying of the venue of any suit, action or proceeding arising out of or
  relating to this Agreement brought in any court of competent jurisdiction in
  the State of Delaware, (b) any claim that any such suit, action or proceeding
  brought in any such court has been brought in any inconvenient forum and (c)
  any right to a jury trial. 7.9 Notices. All notices and other communications
  hereunder shall be in writing and shall be deemed to have been duly given
  when personally delivered, telecopied (with confirmation of receipt), one day
  after deposit with a reputable overnight delivery service (charges prepaid)
  and three days after deposit in the U.S. Mail (postage prepaid and return
  receipt requested) to the address set forth below or such other address as
  the recipient party has previously delivered notice to the sending party. (a)
  If to the Company: PG Holdco, LLC c/o Vestar Capital Partners V, L.P. 245 Park
  Avenue, 41st Floor 

  






 















	
  

  	
  New York, NY
  10167 Attn: Norman W. Alpert Managing Director Telecopy: (212) 351-1630 with
  a copy (which shall not constitute notice) to: Simpson Thacher & Bartlett
  LLP 425 Lexington Avenue New York, NY 10017-3954 Attn: Caroline B. Gottschalk
  Telecopy: (212) 455-2502 (b) If to Executive, to the address as shown on the
  unit register of the Company. 7.10 Integration. This Agreement and the
  documents referred to herein or delivered pursuant hereto which form a part
  hereof contain the entire understanding of the parties with respect to the
  subject matter hereof and thereof. There are no restrictions, agreements,
  promises, representations, warranties, covenants or undertakings with respect
  to the subject matter hereof other than those expressly set forth herein and
  therein. This Agreement supersedes all prior agreements and understandings
  between the parties with respect to such subject matter. 7.11 Counterparts.
  This Agreement may be executed in separate counterparts, and by different parties
  on separate counterparts each of which shall be deemed an original, but all
  of which shall constitute one and the same instrument. 7.12 Injunctive
  Relief. Executive and Executive’s Permitted Transferees each acknowledges and
  agrees that a violation of any of the terms of this Agreement will cause the
  Company irreparable injury for which adequate remedy at law is not available.
  Accordingly, it is agreed that the Company shall be entitled to an
  injunction, restraining order or other equitable relief to prevent breaches
  of the provisions of this Agreement and to enforce specifically the terms and
  provisions hereof in any court of competent jurisdiction in the United States
  or any state thereof, in addition to any other remedy to which it may be
  entitled at law or equity. 7.13 Rights Cumulative; Waiver. The rights and
  remedies of Executive and the Company under this Agreement shall be
  cumulative and not exclusive of any rights or remedies which either would
  otherwise have hereunder or at law or in equity or by statute, and no failure
  or delay by either party in exercising any right or remedy shall impair any
  such right or remedy or operate as a waiver of such right or remedy, nor
  shall any single or partial exercise of any power or right preclude such party’s
  other or further exercise or the exercise of any other power or right. The
  waiver by any party hereto of a breach of any provision of this Agreement
  shall not operate or be construed as a waiver of any preceding or succeeding
  breach and no failure by either party to exercise any right or privilege
  hereunder shall be deemed a waiver of such party’s rights or privileges
  hereunder or shall be deemed a waiver of such party’s rights to exercise the
  same at any subsequent time or times hereunder. 

  






 















	
  

  	
  067365-0145-10943-Active.12968086.3
  * * * * * This Management Unit Subscription Agreement between the Company and
  the Executive named on the Master Signature Page hereto is dated and executed
  as of the Purchase Date set forth on such Master Signature Page. * * * * *