Exhibit 10.22


 


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 York A. Ragen (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 77.91674795 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 $ $341.35 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 $ $341.35 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


 


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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. 38.9584 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


 


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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), 38.9584 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.”


 


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“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


 


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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.


 


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“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.


 


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“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.


 


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“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.


 


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(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.


 


(l)                                     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]


 


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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/
  York A. Ragen

  
	
   

  	
  York A.
  Ragen

  



 


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