Exhibit 10.25


 


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 IV 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 of 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 11 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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


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: HARRY K. HORNISH, JR.

  



 


 


	
  Subscriber
  Signature:

  	
  /s/ Harry K. Hornish

  	
   

  



 


 


	
   

  	
   

  	
  AGGREGATE

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLASS B

  	
   

  	
  TOTAL

  	
   

  
	
   

  	
   

  	
  COMMON

  	
   

  	
  PURCHASE

  	
   

  
	
   

  	
   

  	
  SHARES

  	
   

  	
  PRICE

  	
   

  
	
  HARRY K. HORNISH, JR.

  	
   

  	
  50

  	
   

  	
  $

  	
  500,000.00

  	
   

  
							



 


 


Counterpart Signature
Page to the Subscription and Stock Purchase Agreement