Exhibit 10.8


 


GPS CCMP ACQUISITION CORP.


 


2006 MANAGEMENT EQUITY INCENTIVE PLAN


 


EFFECTIVE AS OF NOVEMBER 10, 2006


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  ADMINISTRATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  ELIGIBILITY

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  SHARES
  SUBJECT TO PLAN

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Basic
  Limitation

  	
  1

  
	
   

  	
  b.

  	
  Additional
  Shares

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  AWARDS

  	
  2

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Types
  of Awards

  	
  2

  
	
   

  	
  b.

  	
  Award
  Agreements

  	
  2

  
	
   

  	
  c.

  	
  No
  Rights as a Shareholder

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  OPTIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Grant
  of Options

  	
  2

  
	
   

  	
  b.

  	
  Options
  Award Agreement

  	
  2

  
	
   

  	
  c.

  	
  Method
  of Exercise

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  STOCK
  APPRECIATION RIGHTS

  	
  3

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Generally

  	
  3

  
	
   

  	
  b.

  	
  Stock
  Appreciation Rights Award Agreement

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  RESTRICTED
  STOCK

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Generally

  	
  4

  
	
   

  	
  b.

  	
  Restricted
  Stock Award Agreement

  	
  4

  
	
   

  	
  c.

  	
  Voting
  Rights

  	
  4

  
	
   

  	
  d.

  	
  Section 83(b) Election

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  RESTRICTED
  STOCK UNITS

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Generally

  	
  4

  
	
   

  	
  b.

  	
  Settlement
  of Restricted Stock Units

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  DIVIDEND
  EQUIVALENT RIGHTS

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Generally

  	
  4

  
	
   

  	
  b.

  	
  Settlement
  of Dividend Equivalent Rights

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  PAYMENT
  FOR SHARES

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  General
  Rule

  	
  5

  
	
   

  	
  b.

  	
  Surrender
  of Shares

  	
  5

  
	
   

  	
  c.

  	
  Services
  Rendered

  	
  5

  
	
   

  	
  d.

  	
  Promissory Note

  	
  5

  
	
   

  	
  e.

  	
  Net Exercise

  	
  5

  
	
   

  	
  f.

  	
  Exercise/Sale

  	
  5

  
	
   

  	
  g.

  	
  Discretion
  of Board

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  TERMINATION
  OF SERVICE

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Termination
  of Service

  	
  6

  
	
   

  	
  b.

  	
  Leave
  of Absence

  	
  6

  



 


i

















 


	
  SECTION 13.

  	
  ADJUSTMENT
  OF SHARES

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  General

  	
  6

  
	
   

  	
  b.

  	
  Mergers
  and Consolidations/Change of Control

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  SECURITIES
  LAW REQUIREMENTS

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  GENERAL
  TERMS

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Nontransferability
  of Awards

  	
  7

  
	
   

  	
  b.

  	
  Restrictions
  on Transfer of Shares

  	
  7

  
	
   

  	
  c.

  	
  Compliance
  with Section 409A of the Code

  	
  7

  
	
   

  	
  d.

  	
  Withholding
  Requirements

  	
  7

  
	
   

  	
  e.

  	
  No
  Retention Rights

  	
  7

  
	
   

  	
  f.

  	
  Unfunded
  Plan

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  DURATION
  AND AMENDMENTS

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Term
  of the Plan

  	
  8

  
	
   

  	
  b.

  	
  Right
  to Amend or Terminate the Plan

  	
  8

  
	
   

  	
  c.

  	
  Effect
  of Amendment or Termination

  	
  8

  
	
   

  	
  d.

  	
  Modification,
  Extension and Assumption of Awards

  	
  8

  
	
   

  	
  e.

  	
  Initial
  Public Offering

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  DEFINITIONS

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  “Affiliate”

  	
  9

  
	
   

  	
  b.

  	
  “Award”

  	
  9

  
	
   

  	
  c.

  	
  “Basic
  Limitation”

  	
  9

  
	
   

  	
  d.

  	
  “Board”

  	
  9

  
	
   

  	
  e.

  	
  “Change
  of Control”

  	
  9

  
	
   

  	
  f.

  	
  “Class A Common Stocks”

  	
  9

  
	
   

  	
  g

  	
  “Class B Common Stocks”

  	
  9

  
	
   

  	
  h.

  	
  “Code”

  	
  9

  
	
   

  	
  i.

  	
  “Company”

  	
  9

  
	
   

  	
  j.

  	
  “Distributions”

  	
  9

  
	
   

  	
  k.

  	
  “Dividend
  Equivalent Rights”

  	
  9

  
	
   

  	
  l.

  	
  “Fair
  Market Value”

  	
  10

  
	
   

  	
  m.

  	
  “Initial
  Base Value”

  	
  10

  
	
   

  	
  n.

  	
  “Initial
  Public Offering”

  	
  11

  
	
   

  	
  o.

  	
  “Liquidation”

  	
  11

  
	
   

  	
  p.

  	
  “Option”

  	
  11

  
	
   

  	
  q.

  	
  “Paid-In
  Capital”

  	
  11

  
	
   

  	
  r.

  	
  “Participant”

  	
  11

  
	
   

  	
  s.

  	
  “Person”

  	
  11

  
	
   

  	
  t.

  	
  “Plan”

  	
  11

  
	
   

  	
  u.

  	
  “Public Offering”

  	
  11

  
	
   

  	
  v.

  	
  “Recapitalization”

  	
  11

  
	
   

  	
  w.

  	
  “Restricted
  Stock”

  	
  11

  
	
   

  	
  x.

  	
  “Restricted
  Stock Unit”

  	
  11

  
	
   

  	
  y.

  	
  “Securities
  Act”

  	
  11

  
	
   

  	
  z.

  	
  “Service”

  	
  11

  
	
   

  	
  aa.

  	
  “Shareholders’ Agreement”

  	
  11

  
	
   

  	
  bb.

  	
  “Shares”

  	
  11

  
	
   

  	
  cc.

  	
  “Stock
  Appreciation Right”

  	
  11

  
	
   

  	
  dd.

  	
  “Subsidiary”

  	
  12

  
	
   

  	
  ee.

  	
  “Unreturned
  Paid-In Capital”

  	
  12

  



 


ii

















 


	
  SECTION 18.

  	
  MISCELLANEOUS

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Choice
  of Law

  	
  12

  
	
   

  	
  b.

  	
  Adoption

  	
  12

  



 


iii

















 


GPS CCMP ACQUISITION CORP.


 


2006 MANAGEMENT EQUITY INCENTIVE PLAN


 


SECTION 1. PURPOSE.


 


The purpose of the Plan is
to attract and retain the best available personnel, to provide additional
incentive to persons who provide services to the Company and its Subsidiaries,
and to promote the success of the Company’s business.  Unless the context otherwise requires,
capitalized terms used herein are defined in Section 17 of the Plan.


 


SECTION 2. ADMINISTRATION.


 


The Plan shall be
administered by the Board.  The Board
shall have full authority and sole discretion to take any actions it deems
necessary or advisable for the administration and operation of the Plan,
subject to the terms and conditions of the Plan, including, without limitation,
the right to construe and interpret the provisions of the Plan or any Award, to
provide for any omission in the Plan, to resolve any ambiguity or conflict
under the Plan or any Award, to accelerate vesting of or otherwise waive any
requirements applicable to any Award, to extend the term or any period of
exercisability of any Award, to modify the purchase price or exercise price
under any Award, to establish terms or conditions applicable to any Award and
to review any decisions or actions made or taken by the compensation or similar
committee (if appointed).  All decisions,
interpretations and other actions of the Board shall be final and binding on
all Participants and other persons deriving their rights from a Participant.


 


SECTION 3. ELIGIBILITY


 


The Board is authorized to
grant Awards to employees of the Company or any Subsidiary of the Company.  Employees who have been granted Awards shall
be Participants in the Plan with respect to such Awards.


 


SECTION 4. SHARES SUBJECT TO PLAN.


 


a.     Basic Limitation.  Subject to the following provisions of this Section 4
and Section 13 herein, the maximum number of Shares that may be issued
pursuant to Awards under the Plan is 9,350.0098, with respect to shares of Class A
Common Stock, and 5,000, with respect to shares of Class B Common Stock
(the “Basic Limitation”).  Shares that are subject to or underlying an
Award may only be authorized but unissued Shares, and such Shares may not be
treasury Shares.  Where an Award is
granted in tandem, the number of Shares charged against the Basic Limitation
shall be the maximum number of Shares of each class that may be issued pursuant
to the Award.


 


b.     Additional Shares.  In the event that any outstanding Award
expires, is cancelled or otherwise terminated, any rights to acquire Shares
allocable to the unexercised or unvested portion of such Award shall again be
available for the purposes of the Plan. 
In the event that Shares issued under the Plan are reacquired by the
Company pursuant to any forfeiture provision, such Shares shall again be
available for the purposes of the Plan. 
In the event a Participant pays for any Award through the delivery of
previously acquired Shares, the number of Shares available shall be increased
by the number of Shares delivered by the Participant.


 


1

















 


SECTION 5. AWARDS.


 


a.     Types of Awards.  The Board may, in its sole discretion, make
Awards.  The Company shall make Awards
directly or cause one or more of its Subsidiaries to make Awards; provided,
however, that the Company shall be responsible for causing any such
Subsidiary to comply with the terms of any Award and the Plan.  Awards may be granted singly or in tandem.


 


b.     Award Agreements.  Each Award made under the Plan shall be
evidenced by a written agreement between the Participant and the Company, and
no Award shall be valid without any such agreement.  An Award shall be subject to all applicable
terms and conditions of the Plan and to any other terms and conditions which
the Board in its sole discretion deems appropriate for inclusion in the Award
agreement provided such terms and conditions are not inconsistent with the
Plan.  Accordingly, in the event of any
conflict between the provisions of the Plan and any such agreement, the
provisions of the Plan shall prevail. 
Each agreement evidencing an Award shall provide, in addition to any
terms and conditions required to be provided in such agreement pursuant to any
other provision of this Plan, the following terms:


 


(i)                                     Number and Class of
Shares.  The number and class of Shares
subject to the Award, if any, which number shall be subject to adjustment in
accordance with Section 13 of the Plan.


 


(ii)                                  Price.  Where applicable, each agreement shall
designate the price, if any, to acquire any Shares underlying the Award, which
price shall be payable in a form described in Section 11 of the Plan and
subject to adjustment pursuant to Section 13 of the Plan.


 


(iii)                               Vesting.  Each agreement shall specify the dates and
events on which all or any installment of the Award shall be vested and/or
nonforfeitable.


 


c.     No Rights as a Shareholder.  A Participant, or a transferee of a
Participant, shall have no rights as a shareholder with respect to any Shares
covered by an Award unless and until such Shares are actually issued in the
name of such person (or if Shares will be held in street name, to a broker who
will hold such Shares on behalf of such person), except as set forth in Section 8(b) of
the Plan or as may be set forth in the Award agreement.


 


SECTION 6. OPTIONS.


 


a.     Grant of Options.  The Board may, in its sole
discretion, grant Options only in respect of Class B Common Stock prior to
the consummation of the Initial Public Offering and, from after the
consummation of the Initial Public Offering, in respect of the Class A
Common Stock.  All Options granted
hereunder shall be nonqualified stock options. 
The Plan does not provide for the grant of “incentive stock options”
within the meaning of Section 422 of the Code.


 


b.     Options Award Agreement.  Each agreement evidencing an
Award of Options shall contain the following information, which shall be
determined by the Board, in its sole discretion:


 


(i)                                     Exercise Price.  Each agreement shall state the per share
exercise price, which shall not be less than the Fair Market Value of a share
of the class subject to such Option on the date of grant unless such Option
otherwise would satisfy Section 409A of the Code.


 


2

















 


(ii)                                  Exercisability.  Each agreement shall specify the dates and
events when all or any installment of the Option becomes exercisable.


 


(iii)                               Term.  Each agreement shall state the term of each
Option (including the circumstances under which such Option will expire prior
to the stated term thereof), which shall not exceed ten years from the date of
grant.


 


c.     Method of Exercise.  Options shall be exercised
by the delivery of a notice of exercise to the Company or an agent designated
by the Company in a form specified or accepted by the Board, or by complying
with any alternative procedures which may be authorized by the Board, setting
forth the number and class of Shares with respect to which the Option is to be
exercised, accompanied by full payment for such Shares.  As soon as practicable after receipt of
written notification of exercise and full payment (including satisfaction of
any applicable tax withholding), the Company shall deliver to the Participant
evidence of book entry Shares, or upon the Participant’s request, Share
certificates in an appropriate amount and class based upon the number and class
of Shares purchased under the Option(s).


 


SECTION 7. STOCK APPRECIATION RIGHTS.


 


a.     Generally.  The Board may, in its sole discretion, grant “Stock Appreciation Rights” only in
respect of the Class B Common Stock prior to the Initial Public Offering
and from and after the Initial Public Offering in respect of the Class A
Common Stock.  A Stock Appreciation Right
means a right to receive a payment in cash, the relevant class of Shares or a
combination thereof, in the sole discretion of the Board, in an amount equal to
the excess of (i) the Fair Market Value, or other specified valuation, of
a number of the relevant class of Shares on the date the right is exercised
over (ii) the Initial Base Value (as defined below).  If a Stock Appreciation Right is granted in
tandem with or in substitution for an Option, the designated Initial Base Value
in the Award agreement shall reflect the Fair Market Value of the Shares
underlying the Awards on the date the Option is granted.


 


b.     Stock Appreciation Rights Award Agreement.  Each agreement evidencing an Award of Stock
Appreciation Rights shall contain the following information, which shall be
determined by the Board, in its sole discretion:


 


(i)                                     Base Value.  Each agreement shall specify the base value
of the Shares which a Participant shall be entitled to share in the
appreciation in the value of (the “Initial Base Value”).  The per share Initial Base Value for any
class of Shares subject to an Award shall not be less than the Fair Market
Value of such share subject to such Award on the date of grant unless such
Stock Appreciation Right otherwise would satisfy Section 409A of the Code.


 


(ii)                                  Exercisability.  Each agreement shall specify how all or any
portion of a Stock Appreciation Right shall be exercisable.  The Company, at its election and in its sole
discretion, may settle any Stock Appreciation Rights requested to be exercised
in Shares or cash.


 


(iii)                               Term.  Each agreement shall state the term of each
Stock Appreciation Right (including the circumstances under which such Stock
Appreciation Right will expire prior to the stated term thereof), which shall
not exceed ten years from the date of grant.


 


3

















 


SECTION 8. RESTRICTED STOCK


 


a.     Generally. 
The Board is hereby authorized to grant or sell Shares that may be
subject to a risk of forfeiture and contain such other restrictions, including
restrictions on transferability, as the Board shall determine.  Each such share shall be known as a share of
Restricted Stock.


 


(i)                                     Restricted
Stock Award Agreement.  Each
agreement evidencing an Award of Restricted Stock shall specify the restriction
period and such other such terms, including as to vesting, term and transfer
restrictions, as determined by the Board, in its sole discretion.  If Restricted Stock will be granted or the
restrictions shall have lapsed upon the achievement of performance goals over a
performance period, such Award of Restricted Stock shall be referred to as “Performance Shares.”


 


b.     Voting Rights.  Unless otherwise determined
by the Board and set forth in a Participant’s award agreement, to the extent
permitted or required by law, as determined by the Board, Participants holding
Shares of Restricted Stock granted hereunder shall have the right to exercise
full voting rights (if any) with respect to the applicable Shares during the
period of restriction.


 


c.     Section 83(b) Election.  The Board may provide in an
award agreement that the Award of Restricted Stock is conditioned upon the
Participant making or refraining from making an election with respect to the
Award under Section 83(b) of the Code.  If a Participant makes an election pursuant
to Section 83(b) of the Code concerning a Restricted Stock Award, the
Participant shall be required to file promptly a copy of such election with the
Company.


 


SECTION 9. RESTRICTED STOCK UNITS.


 


a.     Generally.  The Board may, in its sole discretion, grant
Restricted Stock Units, where in each case one Unit shall be a notional unit
representing one Share of a designated class of Shares.


 


b.     Settlement of Restricted Stock Units.  Restricted Stock Units shall be settled in
the applicable class of Shares unless the agreement evidencing the Award
expressly provides for settlement of all or a portion of the Restricted Stock
Units in cash equal to the value of the Shares that would otherwise be
distributed in settlement of such units. 
Shares distributed to settle a Restricted Stock Unit may be issued with
or without payment or consideration therefor, except as may be required by applicable
law or the Board in its sole discretion as set forth in the agreement
evidencing the Award.  The Board may, in
its sole discretion, establish a program to permit participants to defer
payments and distributions made in respect of Restricted Stock Units, which
shall be in compliance with Section 409A of the Code.


 


SECTION 10. DIVIDEND EQUIVALENT RIGHTS.


 


a.     Generally.  The Board may, in its sole discretion, grant
awards based on the value of dividends that the Company has paid on any class
of Shares (the “Dividend Equivalent Rights”)
with respect to any Award before the Award vests or is still held.


 


b.     Settlement of Dividend Equivalent Rights.  Dividend Equivalent Rights may be settled in
cash, Shares, additional Awards or other securities or property, all as
provided in the Award agreement.  The
Board may, in its sole discretion, establish a program to permit participants
to defer payments and distributions made in respect Dividend Equivalent Rights.


 


4

















 


SECTION 11. PAYMENT FOR SHARES.


 


a.     General Rule.  The exercise price of Options and/or the
purchase price (if any) of any Shares issuable under the Plan shall be payable
in cash or personal check at the time when such Shares are purchased, except as
otherwise provided in this Section 11 herein.


 


b.     Surrender of Shares.  At the sole discretion of the Board, all or
any part of the purchase price in respect of an Award and any applicable
withholding requirements may be paid by surrendering, or attesting to the
ownership of Shares that have fully vested, and are already owned by the
Participant.  Such Shares shall be
surrendered to the Company in good form for transfer and shall be valued at
their Fair Market Value on the date when the surrender option is exercised or
payment is made.  The Participant shall
not surrender, or attest to the ownership of, Shares in payment of any portion
of the purchase price (or withholding) if such action would cause the Company
or any Subsidiary thereof to recognize a compensation expense (or additional
compensation expense) with respect to the applicable Award for financial
reporting purposes, unless the Board consents thereto.


 


c.     Services Rendered.  At the sole discretion of the Board, and
except as required by applicable law, Shares may be awarded under the Plan in
consideration of services rendered to the Company or a Subsidiary thereof prior
to or after the Award.


 


d.     Promissory Note.  At the sole discretion of the Board, all or a
portion of the exercise price of Options and/or the purchase price (if any) of
Shares issuable under the Plan and any applicable withholding requirements may
be paid with a full-recourse promissory note. 
However, the par value of the Shares, if newly issued, shall be paid in
cash.  The Shares shall be pledged as
security for payment of the principal amount of the promissory note and
interest thereon.  The interest rate
payable under the terms of the promissory note shall not be less than the
minimum rate (if any) required to avoid the imputation of additional interest
or the creation of original issue discount under the Code.  Subject to the foregoing, the Board (at its
sole discretion) shall specify the term, interest rate, amortization
requirements (if any) and other provisions of such note.


 


e.     Net Exercise.  At the sole discretion of the Board, payment
of all or any portion of the purchase price in respect of any Award under the
Plan and any applicable withholding requirements may be made by reducing the
number of Shares otherwise deliverable pursuant to the Award by the number of
such Shares having a Fair Market Value equal to the purchase price in respect
of such Award.  For the avoidance of
doubt, the Company will not withhold any amounts greater than the statutory
minimum withholding requirements.


 


f.      Exercise/Sale.  At the sole discretion of the Board on or
after an Initial Public Offering, at any time, payment may be made in whole or
in part by the delivery (on a form prescribed by the Company) of an irrevocable
direction (i) to a securities broker approved by the Company to sell Shares
and to deliver all or part of the sales proceeds to the Company, or (ii) to
pledge Shares to a securities broker or lender approved by the Company as
security for a loan, and to deliver all or part of the loan proceeds to the
Company, in each case in payment of all or part of the purchase price and any
withholding requirements.


 


g.     Discretion of Board.  Should the Board exercise its sole discretion
to permit the Participant to pay the purchase price under an Award in whole or
in part in accordance with Sections 11(b) through (f) above, it shall
not be bound to permit such alternative method of payment for the remainder of
any such Award or with respect to any other Award or Participant under the
Plan.


 


5














 


SECTION 12. TERMINATION OF SERVICE.


 


a.               Termination
of Service.  If a
Participant’s Service terminates for any reason, then the Award shall be
subject to termination, rights of repurchase, and the other provisions, set
forth in the written agreement with the Participant governing such Award.


 


b.               Leave
of Absence.  For
purposes of this Section 12, Service shall be deemed to continue while a
Participant is a bona fide leave of absence, if such leave is approved by the
Company in writing or if continued crediting of service for this purpose is
expressly required by the terms of such leave or by applicable law (as
determined by the Board).


 


SECTION 13. ADJUSTMENT OF SHARES.


 


a.               General.  If there shall be a Recapitalization, an
adjustment shall be made to each outstanding Award such that each such Award
shall thereafter be exercisable or payable, as the case may be, in such
securities, cash and/or other property as would have been received in respect
of each class of Shares subject to, or referenced by, such Award had such Award
been exercised and/or settled in full immediately prior to such
Recapitalization and such an adjustment shall be made successively each time
any such change shall occur.  In
addition, in the event of any Recapitalization, the Board will adjust, in a
fair and equitable manner, the number of each class of Shares that may be
issued under the Plan, the number of each class of Shares subject to
outstanding Awards, and the exercise price or purchase price applicable to
outstanding Awards to prevent dilution or enlargement of Participants’ rights
under the Plan and outstanding Awards. 
Should the vesting of any Award be conditioned upon the Company’s
attainment of performance conditions, the Board may, in a fair and equitable
manner, make such adjustments to the terms and conditions of such Awards and
the criteria therein to recognize unusual and nonrecurring events affecting the
Company or in response to changes in applicable laws, regulations or accounting
principles.


 


b.               Mergers
and Consolidations/Change of Control.  In the event that the Company is a party to a
merger or consolidation or a Change of Control, outstanding Awards shall be
subject to the agreement of merger or consolidation or Change of Control and
the treatment of outstanding Awards in connection with a merger or
consolidation or a Change of Control shall not require the consent of any
Participant.  Subject to the terms of the
applicable Award agreement, the agreement with respect to such merger or
consolidation or Change of Control, without the Participants’ consent, may,
among other things, provide for:


 


(i)                                  The
continuation or assumption of such outstanding Awards under the Plan by the
Company (if it is the surviving entity) or by the surviving entity or its
direct or indirect parent;


 


(ii)                               The
substitution by the surviving entity or its direct or indirect parent of share
awards with substantially the same terms and economic value for such
outstanding Awards;


 


(iii)                            The
acceleration of the vesting of or right to exercise such outstanding Awards
immediately prior to or as of the date of the merger or consolidation, and the
expiration of such outstanding Awards to the extent not timely exercised or
purchased by the date of the merger or consolidation or other date thereafter
designated by the Board, after reasonable advance written notice thereof to the
holder of each such Award; or


 


(iv)                           The
cancellation of all or any portion of such outstanding Awards; provided that,
with respect to vested “in-the-money” Awards, such cancellation must be made in
exchange for a cash payment of the excess of the Fair Market Value of the
Shares subject to such 


 


6

















 


outstanding Awards or portion thereof being
canceled over the exercise price or purchase price, if any, with respect to
such Awards or the portion thereof being canceled.


 


SECTION 14. SECURITIES LAW REQUIREMENTS.


 


No Shares shall be issued
under the Plan unless the issuance and delivery of such Shares comply with (or
are exempt from) all applicable requirements of law, including (without
limitation) the Securities Act, state or foreign securities laws and
regulations, and the regulations of any stock exchange or other securities
market on which the Company’s securities may then be traded.  The Company shall not be obligated to file
any registration statement under any applicable securities laws to permit the
purchase or issuance of any Shares under the Plan, and accordingly any
certificates for Shares may have an appropriate legend or statement of
applicable restrictions endorsed thereon. 
Each Participant and any person deriving its rights from any Participant
shall, as a condition to the purchase or issuance of any Shares under the Plan,
deliver to the Company an agreement or certificate containing such
representations, warranties and covenants as the Company may deem necessary or
appropriate to ensure that the issuance of Shares is not required to be
registered under any applicable securities laws.


 


SECTION 15. GENERAL TERMS.


 


a.                     Nontransferability
of Awards.  No Award
may be transferred, assigned, pledged or hypothecated by any Participant except
in compliance with the terms of the agreement governing such Award.  The exercisability of an Option or other
right to acquire Shares under the Plan by someone other than the Participant
shall be governed by the agreement pursuant to which such Option or other right
is granted.


 


b.                     Restrictions
on Transfer of Shares.  Any
Shares issued under the Plan shall be subject to such vesting and special
forfeiture conditions, repurchase rights, rights of first offer and other
transfer restrictions as the Board may determine.  Such restrictions shall be set forth in the
applicable Award agreement and shall apply in addition to any restrictions that
may apply to holders of Shares generally.


 


c.                     Compliance
with Section 409A of the Code.  To the extent applicable, it is intended that
this Plan and all Awards comply with the provisions of Section 409A of the
Code and the Plan and all Awards shall be administered accordingly.  Notwithstanding anything in the Plan to the
contrary, the Board shall have authority to amend the Plan and modify any Award
to the extent necessary to fulfill this intent and any provision that would
cause the Plan or any Award to fail to satisfy Section 409A of the Code
shall have no force and effect unless and until amended or modified to comply
with Section 409A of the Code. 
Reference to Section 409A of the Code includes reference to any
proposed, temporary or final regulations and any other guidance promulgated
with respect to such Section by the U.S. Department of the Treasury or the
Internal Revenue Service.


 


d.                     Withholding
Requirements.  As a
condition to the receipt or purchase of an Award or Shares pursuant to an
Award, a Participant shall make such arrangements as the Board may require for
the satisfaction of any federal, state, local or foreign withholding
obligations that may arise in connection with such receipt or purchase.  The Participant shall also make such
arrangements as the Board may require for the satisfaction of any federal,
state, local or foreign withholding obligations that may arise in connection
with the disposition of Shares acquired pursuant to an Award.


 


e.                     No
Retention Rights.  Nothing in
the Plan or in any Award granted under the Plan shall confer upon a Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Company (or
any Subsidiary thereof employing or retaining the Participant) or of the
Participant, which rights are hereby expressly reserved by each, to terminate
his or her Service at any time and for any reason, with or without cause.


 


7

















 


f.                       Unfunded
Plan.  Participants shall have no
right, title or interest whatsoever in or to any investments which the Company
may make to aid it in meeting its obligations under the Plan.  Nothing contained in the Plan, and no action
taken pursuant to its provisions, shall create or be construed to create a
trust of any kind, nor a fiduciary relationship between the Company and any
Participant, beneficiary, legal representative or any other person.  To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right shall be
no greater than the rights of an unsecured general creditor of the
Company.  All payments to be made
hereunder shall be paid from the general funds of the Company and no special or
separate fund shall be established and no segregation of assets shall be made
to assure payment of such amounts.  The
Plan is not intended to be subject to the Employee Retirement Income Security
Act of 1974, as amended.


 


SECTION 16. DURATION AND AMENDMENTS.


 


a.                     Term of
the Plan.  The Plan,
as set forth herein, shall become effective on the date of its adoption by the
Board, subject to (i) the approval of the holders of a majority of the Class B
Common Stock and (ii) any other shareholder approval required pursuant to
the Shareholders’ Agreement.  If the requisite
shareholder approvals set forth in the immediately preceding sentence to
approve the Plan are not obtained within 12 months of its adoption by the
Board, any Awards that have already been made shall be rescinded, and no
additional Awards shall be made thereafter under the Plan.  The Plan shall terminate automatically on the
day preceding the tenth anniversary of its adoption by the Board unless earlier
terminated pursuant to Section 16(b) below.


 


b.                     Right
to Amend or Terminate the Plan.  The Board may amend, suspend or terminate the
Plan at any time and for any reason; provided, however, that any
amendment of the Plan (except as provided in Section 13 herein) which
increases the maximum number of any class of Shares available for issuance
under the Plan in the aggregate, changes the legal entity authorized to make
Awards under this Plan from the Company (or its successor) to any other legal
entity, shall be subject to:  (i) the
approval of the holders of a majority of the applicable class of Shares and (ii) any
other shareholder approval required pursuant to the Shareholders’
Agreement.  Except as may be required by
the Shareholders’ Agreement, approval of the holders of any Shares shall not be
required for any other amendment of the Plan.


 


c.                     Effect of
Amendment or Termination. 
Except as otherwise provided under the Plan, any amendment of the Plan
shall not adversely affect in any material respect any Participant’s rights
under any Award previously made or granted under the Plan without the Participant’s
consent.  No Shares shall be issued or
sold under the Plan after the termination thereof, except pursuant to an Award
granted prior to such termination.  The
termination of the Plan shall not affect any Awards outstanding on the
termination date.


 


d.                     Modification,
Extension and Assumption of Awards.  Within the limitations of the Plan, the Board
may modify, extend or assume outstanding Awards or may provide for the
cancellation of outstanding Awards in return for the grant of new Awards for
the same or a different number of Shares and at the same or a different
price.  Except as otherwise provided
under the Plan, no modification of an Award shall, without the consent of the
Participant, materially impair the Participant’s rights or materially increase
the Participant’s obligations under such Award or materially impair the
economic value of any such Award.


 


e.                     Initial
Public Offering.  Prior to an
Initial Public Offering, the Board may amend and restate this Plan to include
such provisions as the Board determines in good faith necessary or appropriate
as a result of the Company becoming, after an Initial Public Offering, a
publicly-traded company and the treatment of outstanding Awards in connection
with an Initial Public Offering shall not require the consent of any
Participant.


 


8

















 


SECTION 17. DEFINITIONS.


 


a.                     “Affiliate” shall mean, with respect to
any specified Person, (a) any other Person which directly or indirectly
through one or more intermediaries controls, or is controlled by, or is under
common control with, such specified Person (for the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise); provided,
however, that neither the Company nor any of its Subsidiaries shall be
deemed an Affiliate of any of the Shareholders (and vice
versa), and (b) if such specified
Person is an investment fund, any other investment fund the primary investment
advisor to which is the primary investment advisor to such specified Person.


 


b.                     “Award” shall mean, as the case may be: (i) prior
to the consummation of an Initial Public Offering with respect to Class B
Common Stock, the grant of an Option, Stock Appreciation Right, Restricted
Stock or Restricted Stock Unit under the Plan; and (ii) with respect to Class A
Common Stock, (A) prior to the consummation of an Initial Public Offering,
the grant of Restricted Stock or Restricted Stock Units under the Plan, and (B) upon
the occurrence of an Initial Public Offering, the grant of an Option, Stock
Appreciation Right, Restricted Stock or Restricted Stock Unit under the Plan.


 


c.                     “Basic Limitation” shall have the meaning
described in Section 4(a) herein.


 


d.                     “Board” shall mean the Board of Directors of the
Company, as constituted from time to time, or if such Board of Directors has
appointed a Compensation Committee, the Compensation Committee.


 


e.                     “Change of Control” shall have the meaning
ascribed to such term in the Shareholders’ Agreement.


 


f.                       “Class A Common Stock” shall mean the Class A
Nonvoting Common Stock of the Company, par value $0.01 per share.


 


g.                    “Class B Common Stock” shall mean the Class B
Voting Common Stock of the Company, par value $0.01 per share.


 


h.                    “Code” shall mean the Internal Revenue Code of
1986, as amended.


 


i.                       “Company” shall mean GPS CCMP
Acquisition Corp., a Delaware corporation.


 


j.                       “Distributions” means all
distributions made by the Company to holders of Shares, whether in cash,
property, or securities of the Company or its Subsidiaries and whether by
dividend, Liquidating distributions, or otherwise; provided that none of
the following events shall be considered a Distribution: (i) any
redemption or repurchase of acquisition by the Company for value of any share
or shares of its capital stock held by a present or former employee, director
or consultant of the Company or any Subsidiary pursuant to a restricted stock
agreement, stock repurchase agreement, stock option agreement, stockholder
agreement (including this Plan), management agreement or other repurchase
agreement, arrangement, option or obligation approved by the Board; or (ii) any
recapitalization, subdivision (including stock dividends and stock splits),
combination (including reverse stock splits) or exchange of Common Shares.


 


k.                   “Dividend Equivalent Rights” shall have the meaning
described in Section 10(a) herein.


 


9

















 


l.                       “Fair Market Value” shall mean, with
respect to any of the Shares as of any date of determination:


 


(1)          in the event that such Shares are listed on an
established U.S. exchange or through the NASDAQ National Market or any
established over-the-counter trading system, the average of the closing prices
of such Shares on such exchange if listed or, if not so listed, the average bid
and asked price of such Shares reported on the NASDAQ National Market or any
established over-the-counter trading system on which prices for such Shares are
quoted, in each case, for a period of twenty trading days prior to such date of
determination, and


 


(2)          in the event that such Shares are not listed on an
established U.S. exchange or through the NASDAQ National Market or any
established over-the-counter trading system, the fair market value of such
Shares as determined by the Board in good faith.  The Board’s determination of Fair Market
Value shall be based on the following methodology (such methodology, the “Valuation Methodology”):


 


A.            the Fair Market Value of a
share of Class B Common Stock shall be an amount equal to the Unreturned
Paid in Capital per share of Class B Common Stock plus
a pro rata share (based upon the number of shares of Class B Common Stock
then outstanding) of the Total Equity Value of the Company, after reduction for
the aggregate Unreturned Paid-in Capital in respect of all shares of Class B
Common Stock then outstanding, equal to the sum of (i) 88% plus (ii) a percentage equal to the product of (A) 12%
multiplied by (B) one minus a fraction, the numerator of which shall be the number
of issued and outstanding shares of Class A Common Stock that are then
vested and not subject to forfeiture, and the denominator of which shall be
9,350.0098; and


 


B.              the Fair Market Value of a
share of Class A Common Stock shall be an amount equal to the product of (1) the
Total Equity Value of the Company, after reduction for the aggregate Unreturned
Paid-in Capital in respect of all shares of Class B Common Stock then
outstanding, multiplied by (2) a
percentage equal to 12% multiplied by (2) a
fraction, the numerator of which shall be the number of issued and outstanding Class A
Common Stock that are then vested and not subject to forfeiture, and the
denominator of which shall be 9,350.0098.


 


Notwithstanding
the foregoing with respect to this clause (2), if a Participant objects to such
Board determination, such determination of fair market value will be made by a
mutually acceptable expert whose determination will be binding on all
persons.  If such determination results
in a Fair Market Value that is (i) less than, 95% of the valuation
determined by the Board, the Company shall pay the fees of such expert, (ii) greater
than 105% of the valuation determined by the Board, the Participant objecting
to such determination of the Board shall pay the fees of such expert, and (iii) the
Company and the Participant shall share, on a 50/50 basis, all such fees in all
other cases.


 


The
“Total Equity Value” shall be equal
to the aggregate value, as determined in good faith by the Board, that would be
available with respect to all Shares as a group, including, without limitation,
the Class A Common Stock and the Class B Common Stock, in the event
of a sale of all of the outstanding equity securities of the Company to a Third
Party, assuming an assumption by the purchaser of all indebtedness of the
Company and its Subsidiaries as of the date of determination, taking into
account valuation methodologies commonly employed by financial buyers.


 


m.                 “Initial Base Value” shall have the meaning
described in Section 7(b) herein.


 


10

















 


n.                    “Initial Public Offering” shall mean the Company’s
first Public Offering.


 


o.                     “Liquidation” means any voluntary or
involuntary liquidation, dissolution or winding up of the Company, other than
any dissolution, liquidation or winding up in connection with any
reincorporation of the Company in another jurisdiction.  Liquidating shall have a correlative meaning.


 


p.                     “Option” shall mean an Option
granted under, and in accordance with, the Plan and entitling the holder to
purchase Shares.


 


q.               “Paid-in Capital” means, with
respect to any share of Class B Common Stock, as of any particular date,
the amount originally paid for such share when it was issued.


 


r.                     “Participant” shall mean an eligible
individual to whom and Award is granted to under the Plan.


 


s.                     “Person” shall mean any individual,
partnership, corporation, company, association, trust, joint venture, limited
liability company, unincorporated organization, entity or division, or any
government, governmental department or agency or political subdivision thereof.


 


t.                       “Plan” shall mean this GPS CCMP Acquisition Corp.
2006 Management Equity Incentive Plan.


 


u.                    “Public Offering” shall mean an
underwritten public offering and sale of Shares for cash pursuant to an
effective registration statement under the Securities Act, other than pursuant
to a registration statement on Form S-4 or Form S-8 or any similar or
successor form.


 


v.                      “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.


 


w.                   “Restricted Stock” shall have the meaning
described in Section 8(a) herein.


 


x.                     “Restricted Stock Unit” shall have the meaning
described in Section 9(a) herein.


 


y.                     “Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.


 


z.                     “Service” shall mean service as an
employee or consultant of the Company or any Subsidiary thereof.


 


aa.               “Shareholders’ Agreement” shall mean that certain
Shareholders’ Agreement dated as of November 10, 2006, by and among the
Company and each Person executing the Shareholders’ Agreement, or executing a
Joinder Agreement (as the same shall be amended, supplemented or modified from
time to time).


 


bb.               “Shares” shall mean shares of the Class A
Common Stock and shares of the Class B Common Stock.


 


cc.               “Stock Appreciation Right” shall have the meaning
described in Section 7(a) herein.


 


11

















 


dd.               “Subsidiary” shall mean any Person as to
which the Company owns or controls, directly or indirectly, more than 50%
percent of the voting securities of such Person.


 


ee.               “Unreturned Paid-in-Capital” means in
respect to a share of Class B Common Stock, on the date that it was
issued, an amount equal to the Paid-in Capital with respect thereto.  Thereafter, the “Unreturned Paid-in Capital”
in respect of each share of Class B Common Stock shall (x) decrease
(but not below $0) by the amount of any Distributions received in respect of
such share of Class B Common Stock and (y) increase by an amount
equal to 10% per annum (after giving effect to any decreases pursuant to clause
(x)), such increases to be calculated quarterly, compounded on the basis of a
360-day year of twelve 30-day months, which amounts will be deemed to accrue on
a daily basis, whether or not the Company has earnings or profits.


 


SECTION 18. MISCELLANEOUS


 


a.               Choice
of Law.  All issues concerning the
relative rights of the Company and any Participants with respect to each other
shall be governed by the laws of the State of Delaware.  All other issues concerning the construction,
validity and interpretation of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts made and performed entirely within such state, without regard to the
conflicts of laws rules of such state. 
Any legal action or proceeding with respect to the Plan shall be brought
in the courts of the United States for the Southern District of New York.


 


b.               Adoption.  This Plan has been duly adopted by the Board
as of November 8, 2006 and was approved by the stockholders of the Company
as of November 8, 2006.


 


12