Exhibit 10.39


 


PURCHASE AGREEMENT


 


Purchase Agreement, dated as of November 12, 2007 (this “Agreement”),  by
and between William Treffert, The William and Sclma Treffert Living Trust Dated
February 21, 1998 (the “Trust”  and together with William Treffert, the “Sellers”),  and
GPS CCMP Acquisition Corp., a Delaware corporation (in its capacity as issuer
of the Shares (defined below), the “Company”  and, in its capacity as the purchaser of
the Shares from the Sellers, “Purchaser”).


 


WHEREAS, the Sellers are party to that certain Shareholders’ Agreement
dated as of November 10, 2006, by and among the Company and the other
shareholders of the Company party thereto; and


 


WHEREAS, the Sellers acquired 2,337.502439 shares of Class A
Nonvoting Common Stock, par value $0.01 per share (the “Shares”) of the Company pursuant to that certain Restricted Stock
Agreement dated as of November 10, 2006 (the “Restricted Stock Agreement”)  by
and among the Trust and the Company; and


 


WHEREAS, William Treffert, the Trust, The William W. Treffert Grantor
Retained Annuity Trust and Generac Power Systems, Inc. executed that
certain Separation Agreement, dated as of October 22, 2007 and the Company
delivered that certain Notice of Equity Repurchase to Sellers on
October 30, 2007.


 


NOW, THEREFORE, in consideration of the premises and covenants
contained in this Agreement and other valuable consideration, the receipt of
which hereby is acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I


 


Purchase and Sale of Shares


 


Section 1.01.   Sale of
Shares.  Upon the terms and
conditions set forth herein, Sellers shall sell concurrently with the execution
of this Agreement (the “Closing”) to Purchaser, and Purchaser shall
purchase on the Closing from Sellers, Sellers’ Shares and any and all rights
associated therewith or attendant thereto, free and clear of all liens, pledges
or encumbrances.


 


Section 1.02.   Purchase Price.  The aggregate purchase price to be paid by
Purchaser to Sellers (the “Purchase
Price”)  for the Shares being purchased
hereunder shall be an amount equal to $797,929.83 (i.e., $341.36 per
Share).


 


Section 1.03.   Closing
Deliveries By the Parties.  At the
Closing, Sellers shall deliver or cause to be delivered to the Purchaser upon
receipt of the Purchase Price stock certificates evidencing the Sellers’ Shares
duly endorsed in blank, or accompanied by stock powers in the form of Annex
A hereto duly executed in blank, and Purchaser shall deliver or cause to be
delivered to Sellers an amount equal to the Purchase Price by


 


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wire
transfer of immediately available funds to an account designated in writing by
Sellers.


 


ARTICLE II


 


Representations and
Warranties


 


Section 2.01.   Representations and Warranties of Sellers.
 Each Seller represents and warrants to
Purchaser as follows:


 


(a)  This Agreement has been duly
executed and delivered by such Seller.


 


(b)  Such Seller has the full legal
capacity and authority to execute and deliver this Agreement and perform its
respective obligations hereunder.


 


(c)  Immediately prior to the
transactions contemplated hereby, such Seller was the sole beneficial owner of,
and has good and valid title to, the Shares; and such Shares were owned by such
Seller at such time free and clear of any and all liens, pledges, or other
encumbrances or claims of any kind.


 


Section 2.02.   Representations and Warranties of Purchaser.
 Purchaser represents and warrants to
each Seller as follows:


 


(a)  Purchaser has all the
requisite power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.


 


(b)  The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all requisite action on the
part of Purchaser.


 


(c)  Assuming due execution and
delivery of this Agreement by Sellers, this Agreement constitutes a legal,
valid and binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms.


 


ARTICLE III


 


Miscellaneous


 


Section 3.01.   Successors and Assigns.  All of the terms and provisions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.


 


Section 3.02.   Entire Agreement.  This Agreement constitutes the complete
understanding and agreement among the parties hereto with respect to the
subject matter hereof and can be amended, supplemented or changed, and any
provision hereof can be waived, only by written instrument making specific reference
to this Agreement signed by the party against whom enforcement of any such
amendment, supplement, modification or waiver is sought.


 


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Section 3.03.   Governing Law.  This Agreement shall 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
other jurisdiction other than the State of Delaware to be applied.


 


Section 3.04.   Severability.  If any provision of this Agreement or the
application of any such provision to any person or circumstances shall be held
invalid by a court of competent jurisdiction, the remainder of this Agreement,
including the remainder of the provision held invalid, or the application of
such provision to persons or circumstances other than those as to which it is
held invalid, shall not be affected thereby.


 


Section 3.05.   Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth above.


 


 


	
   

  	
  SELLERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ William Treffert

  
	
   

  	
  WILLIAM
  TREFFERT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  WILLIAM AND SELMA TREFFERT
 LIVING TRUST DATED FEBRUARY
  21, 1998

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Treffert

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Its
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  GPS CCMP ACQUISTION CORP.

  
	
   

  	
   

  
	
   

  	
  /s/ Timothy Walsh

  
	
   

  	
  By: TIMOTHY WALSH

  
	
   

  	
  Its: Authorized Representative