**Exhibit10.2**

 

**CLASSE UNIT PURCHASE AGREEMENT**

** **

THIS CLASS E UNITPURCHASE AGREEMENT (this “Agreement”), dated as of April 16, 2004(the “Effective Date”), is entered into between NSP Holdings L.L.C., aDelaware limited liability company (the “LLC”), and David F. Myers, Jr.(“Executive”).

 

The LLC andExecutive desire to enter into this agreement relating to Executive’s purchaseof certain securities of the LLC.

 

The parties heretoagree as follows:

 

## 1.                                       Purchaseof Class E Units.

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### (a)                                  Onthe date hereof, Executive shall make a capital contribution to the LLC in theamount of $342.86 (the “Class E Capital Contribution”) in exchange for,and the LLC shall issue to Executive 342.8571 Class E Units of the LLC.  Except as otherwise specified in the LLCAgreement, Executive shall make his Class E Capital Contribution to the LLC bydelivery to the LLC of a certified check or cashier’s check, or by wiretransfer of immediately available funds to an account designated by the LLC, inan aggregate amount equal to the Class E Capital Contribution.  The Executive Units issued to Executivehereunder are subject to vesting pursuant to Section 2 of thisAgreement.

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### (b)                                 Within30 days after the date hereof, Executive shall make an effective election withthe Internal Revenue Service under Section 83(b) of the Internal RevenueCode (the “Code”) and the regulations promulgated thereunder withrespect to the Executive Units being acquired hereunder.

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### (c)                                  Inconnection with the purchase and sale of the Executive Units hereunder, Executiverepresents and warrants to the LLC that:

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#### (i)                                     TheExecutive Units owned by Executive and subject to this Agreement are beingacquired for Executive’s own account and not with a view to, or intention of,distribution thereof in violation of the Securities Act, or any applicablestate securities laws, and the Executive Units will not be disposed of incontravention of the Securities Act or any applicable state securities laws.

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#### (ii)                                  Executiveis an executive officer of the LLC and/or one or more of its Subsidiaries, andExecutive is sophisticated in financial matters and is able to evaluate therisks and benefits of the investment in the Executive Units.

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#### (iii)                               Executiveis an “accredited investor” as defined under Regulation D promulgated under theSecurities Act.

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#### (iv)                              Executiveis able to bear the economic risk of the investment in the Executive Units foran indefinite period of time because the Executive Units have not beenregistered under the Securities Act and, therefore, cannot be sold unless subsequentlyregistered under the Securities Act or an exemption from such registration isavailable.

 

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#### (v)                                 Executivehas had an opportunity to ask questions and receive answers concerning theterms and conditions of the restrictions being placed on the Executive Unitsand has had full access to such other information concerning the LLC and itsSubsidiaries as Executive has requested.

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#### (vi)                              Executivehas been given the opportunity to consult with independent legal counselregarding his rights and obligations under this Agreement, fully understandsthe terms and conditions contained herein and intends for such terms to bebinding and enforceable upon Executive.

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#### (vii)                           ThisAgreement constitutes the legal, valid and binding obligation of Executive,enforceable against Executive in accordance with its terms, and the execution,delivery and performance of this Agreement by Executive does not and will notconflict with, violate or cause a breach of any agreement, contract orinstrument to which Executive is a party or any judgment, order or decree towhich Executive is subject.

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#### (viii)                        Executivehas been given the opportunity to consult with an independent tax advisorregarding the income tax consequences of acquiring and holding the ExecutiveUnits and is not relying upon any tax advice provided by the LLC or Kirkland& Ellis LLP, including any advice relating the fair market value of theExecutive Units.

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#### (ix)                                Executiveis a resident of the State of Illinois.

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### (d)                                 Asan inducement to the LLC to enter into this Agreement, and as a conditionthereto, Executive acknowledges and agrees that none of the execution anddelivery of this Agreement, the issuance of the Executive Units to Executive,or Executive’s status as a holder of Executive Units shall

###  

#### (i)                                     entitleExecutive to remain in the employment of the LLC and its Subsidiaries or affectthe right of the LLC or its Subsidiaries to terminate Executive’s employment atany time and for any reason; or

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#### (ii)                                  imposeupon the LLC any duty or obligation to disclose to Executive, or create inExecutive any right to be advised of, any material information regarding theLLC and its Subsidiaries at any time.

####  

## 2.                                       Vesting.

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### (a)                                  Exceptas otherwise provided in this Section 2 below and subject to Section 3below, the Class E Units shall become immediately vested as to 12.50% of theoriginal number of Class E Units acquired by Executive pursuant to Section 1(a)and as to an additional 6.25% of the original number of Class E Units acquiredby Executive to Section 1(a) at the end of each calendar quarter(with the calendar quarter ending June 30, 2004 being the next vestingdate), if (but only if), as of each such date, Executive is still employed bythe LLC or any of its Subsidiaries.

###  

### (b)                                 If,prior to the date on which all Class E Units acquired by Executive pursuant to Section 1(a)have become vested pursuant to Section 2(a) hereof, Executiveceases to

 

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### be employed by LLC or itsSubsidiaries on any date other than the last day of any calendar quarter, thecumulative percentage of unvested Class E Units to become vested with respectto the calendar quarter during which such termination occurs shall be equal to(i) 6.25% multiplied by (ii) the quotient determined by dividing the number ofdays elapsed during such quarterly period prior to such termination by thetotal number of days of calendar quarter. Subject to Section 2(c), all vesting with respect to anyremaining Unvested Units shall immediately and forever cease.

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### (c)                                  Notwithstandinganything to be contrary herein, immediately prior to the occurrence of aLiquidity Event, all Class E Units acquired by Executive pursuant to Section 1(a)which have not yet become vested shall become vested at the time of suchoccurrence.  In addition, if Executive’semployment with the LLC and its Subsidiaries is terminated by the LLC and itsSubsidiaries without Cause and such termination is not in connection with aLiquidity Event, then, for purposes of this Section 2 (with itbeing understood that if Executive is terminated without Cause in connectionwith the Liquidity Event, the vesting rules of the immediately foregoingsentence apply), Executive shall be entitled to an additional six calendarquarters of vesting with respect to his Class E Units, with such additionalvesting to be given immediate effect on the date of termination of Executive’semployment (i.e., if, on the date of termination, Executive is vested withrespect to 25% of his Class E Units and Executive is terminated without Causeprior to (but not in connection with) a Liquidity Event, Executive shall bedeemed vested as of the date of termination with respect to 62.5% of his ClassE Units).  Subject to Section 3below, Class E Units acquired by Executive pursuant to Section 1(a)which are considered vested, or have become vested pursuant to this Section 2are referred to herein as “Vested Units,” and all other Class E Unitsacquired by Executive are referred to herein as “Unvested Units.”  Subject to the accelerated vesting provisionset forth in this Section 3(c) with respect to a terminationwithout Cause, in the event that Executive’s employment with the LLC or any ofits Subsidiaries is terminated for any reason (including Executive’sresignation), all vesting with respect to the Unvested Units shall immediatelyand forever cease and Executive will forfeit completely any and all interest inthe Unvested Units without any further action on the part of the LLC orExecutive.

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## 3.                                       Forfeiture.  If (i) Executive’s employment with the LLCand its Subsidiaries is terminated for Cause, (ii) a sale of equity securitiesto a Person that is not a unitholder of the LLC or an Affiliate of a unitholderof the LLC is consummated on or prior to June 30, 2004 in a transactionthat does not constitute a Liquidity Event or (iii) Executive breaches any ofthe provisions of Sections 8.1 or 8.2 of the LLC Agreement(whether during the term of Executive’s employment with the LLC and itsSubsidiaries or during the two year period following termination of Executive’semployment specified in Sections 8.1 and 8.2), Executive and eachholder of Executive Units will forfeit completely all interest in the ExecutiveUnits (including Vested Units), and the holder(s) of such Executive Units willreceive no consideration from the LLC or any of its Subsidiaries on account ofsuch forfeiture.  In addition, ifExecutive’s employment with the LLC and its Subsidiaries is terminated for anyother reason, Executive and each holder of Executive Units will forfeitcompletely all interest in the Unvested Units (after giving effect to theaccelerated vesting rules in Section 2(c) above), and the holder(s)of such Unvested Units will receive no consideration from the LLC or any of itsSubsidiaries on account of such forfeiture. Forfeited Executive Units will revert automatically back to the LLCwithout

 

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## any further action on thepart of the LLC or Executive.  The termsof this Section 3 shall continue with respect to each Class E Unitfollowing any Transfer thereof.

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## 4.                                       RepurchaseOption.

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### (a)                                  Rightof Repurchase.  Subject to Section 3hereof, in the event that Executive’s employment with the LLC and itsSubsidiaries is terminated for any reason other than for Cause (the “Termination”),the Vested Units shall be subject to repurchase by the LLC.  The rights of the LLC pursuant to this Section 4is referred to herein as the “Repurchase Option”.

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### (b)                                 PurchasePrice.  The purchase price for allVested Units in connection with the Termination shall be equal to the FairMarket Value thereof..

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### (c)                                  Repurchaseby the LLC.  The LLC shall beentitled to exercise the Repurchase Option for all or any portion of the VestedUnits (the “Available Securities”) by delivering written notice (the “RepurchaseNotice”) to Executive within 150 days after the Termination Date.  The LLC Repurchase Notice shall set forththe number of Vested Units to be acquired from Executive, the aggregateconsideration to be paid for such shares, and the time and place for theclosing of the transaction.

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### (d)                                 RepurchaseClosing. The closing of the purchase of the Vested Units pursuant to theRepurchase Option shall take place on the date designated by the LLC in the LLCRepurchase Notice, which date shall be a business day not more than 60 days norless than five days after the delivery of such notice.  Subject to Section 4(e), the LLCshall pay for the Vested Units to be purchased pursuant to the RepurchaseOption by delivery of a cashier’s or certified check or wire transfer offunds.  The LLC shall be entitled to (x)receive from the transferor thereof representations and warranties regardinggood title to such securities, free and clear of any liens or encumbrances,authorization and/or capacity to sell such securities and that the agreementcontaining such representations and warranties is a valid and bindingagreement, enforceable against such transferor in accordance with its terms,without violation of any agreement, contract or other provision to which suchtransferor is party and (y) require that signatures be guaranteed by a nationalbank or reputable securities broker. Upon delivery of the LLC Repurchase Notice, the Vested Units to berepurchased shall automatically represent solely the right to receive the applicablerepurchase price and such Vested Units shall no longer be deemed to beoutstanding.  The Vested Units to berepurchased by the LLC shall first be satisfied to the extent possible from theVested Units held by Executive at the time of delivery of the RepurchaseNotice.  If the number of Vested Unitsthen held by Executive is less than the amount of Vested Units the LLC haselected to purchase, the LLC shall purchase the remaining Vested Units electedto be purchased from the other holder(s) of Vested Units, pro rata according tothe number of shares held by such other holder(s) at the time of delivery ofsuch Repurchase Notice (determined as close as practicable to the nearest wholeunits).  The number of Vested Units tobe repurchased hereunder shall be allocated among Executive and the otherholders of Vested Units (if any) pro rata according to the number of VestedUnits to be purchased from such persons.

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### (e)                                  CertainRestrictions.  Notwithstandinganything to the contrary contained in this Agreement, all repurchases of VestedUnits by the LLC shall be subject to applicable

 

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### restrictions contained inthe Delaware Limited Liability Company Act and in the LLC’s and itsSubsidiaries debt and equity financing agreements (including any restrictedpayment covenant prohibiting direct or indirect distributions to the LLC inorder to effectuate such repurchase) (each such restriction, a “RestrictiveCovenant”).  If any such RestrictiveCovenants prohibit the repurchase of Vested Units hereunder which the LLC isotherwise entitled or required to make, the time periods provided in this Section 4with respect to the LLC’s repurchase shall be suspended, and the LLC may makesuch repurchases as soon as it is permitted to do so under such restrictions; provided,however, that the LLC must consummate such repurchases under Section 4(whether in cash, subordinated note or combination thereof) within [270] daysafter the Termination Date.  Inaddition, if any such restrictions prohibit the repurchase of Vested Unitshereunder with a cashier’s or certified check or wire transfer of funds, thento the extent permitted under the Restrictive Covenants, the LLC may make suchrepurchases with a two-year subordinated note bearing interest (payable atmaturity) at a simple rate per annum equal to 10% (a “Subordinated Note”).  Any Subordinated Note issued by the LLCpursuant to this Section 4 shall be subject to any RestrictiveCovenants and any subordination provisions required by the LLC’s lenders andshall be prepaid to the extent permitted by the LLC’s loan agreements andrelated documents with the LLC and its subsidiaries’ senior and subordinatedlenders.

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### (f)                                    Terminationof Repurchase Option. The Repurchase Option set forth in this Section 4shall continue with respect to each Vested Unit following any Transfer thereof,provided that such Repurchase Option shall terminate effectiveimmediately upon consummation of a Sale of the Company.

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## 5.                                       Restrictionson Transfer.

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### (a)                                  LLCAgreement. The Class E Units are subject to the restrictions on Transferset forth in the LLC Agreement. Executive, as a holder of Class E Units, shall be entitled to allrights, options and benefits and subject to all obligations of a holder ofClass E Units.

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### (b)                                 Legend.The certificates representing the Class E Units acquired by Executive hereundershall bear the following legends:

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“THE SECURITIESREPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 16, 2004HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVEREGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATIONTHEREUNDER.  THE SECURITIES REPRESENTEDBY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER,CERTAIN REPURCHASE OPTIONS, AND CERTAIN OTHER AGREEMENTS SET FORTH IN A CLASS EUNIT PURCHASE AGREEMENT BETWEEN THE LLC AND DAVID F. MYERS, JR. DATED AS OFAPRIL 16, 2004, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY

 

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OF SUCH AGREEMENTMAY BE OBTAINED BY THE HOLDER HEREOF AT THE LLC’S PRINCIPAL PLACE OF BUSINESSWITHOUT CHARGE.”

 

### (c)                                  Opinionof Counsel. No holder of Executive Units may Transfer any Executive  Units (except pursuant to an effectiveregistration statement under the Securities Act) without first delivering tothe LLC an opinion of counsel (reasonably acceptable in form and substance tothe board of managers of the LLC) that neither registration nor qualificationunder the Securities Act and applicable state securities laws is required inconnection with such Transfer.

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### (d)                                 HoldbackAgreement.  Each holder of ExecutiveUnits agrees not to effect any public sale or distribution of any Executive Unitsor any securities convertible into or exchangeable or exercisable for anyExecutive  Units during the seven daysprior to and the 180 days after the effectiveness of any underwritten PublicOffering, except as part of such underwritten Public Offering, if otherwisepermitted by the LLC or if Investors are subject to any lesser restriction (inwhich case such holders shall be subject only to such lesser restriction).

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## 6.                                       Optionsand UARs.  Reference is hereby madeto (i) that certain Option Agreement, dated October 2, 1998 (the “1998Option Agreement”), between the LLC and Executive, pursuant to whichExecutive was granted certain options to purchase Common Units of the LLC, (ii)that certain Option Agreement, dated February 17, 2000 (the “2000Option Agreement”), between the LLC and Executive, pursuant to whichExecutive was granted certain options to purchase Common Units of the LLC and(iii) that certain Unit Appreciation Rights Plan, dated February 17, 2000(the “Unit Appreciation Rights Plan”), pursuant to which Executive wasissued certain Appreciation Rights (as such term is defined in the UnitAppreciation Rights Plan).  The optionsissued to Executive pursuant to the 1998 Option Agreement and the 2000 OptionAgreement and the Appreciation Rights issued to Executive pursuant to the UnitAppreciation Rights Plan are collectively referred to in this Section 6as the “Incentive Interests.” If, upon a Liquidity Event, the aggregate consideration to be paid toExecutive in respect of his Incentive Interests (determined after reduction forany exercise price thereon) is less than $570,000 in the aggregate (the “BaseValue”), then the parties hereto agree that the LLC shall pay to Executivean amount in cash equal to the Base Value less the gross amount paid in respectof such Incentive Interests and, in exchange therefore, all such IncentiveInterests, and all of Executive’s right, title and interest therein, shall beautomatically deemed terminated, cancelled and of no further force or effect,without any further action on the part of the LLC or Executive.  The amount payable (if any) to Executivehereunder is stated in gross amount and shall be subject to all applicablewithholding taxes, other normal deductions and any other amounts required bylaw to be withheld.

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## 7.                                       Survival.The provisions of this Agreement shall survive and continue in full force inaccordance with their terms notwithstanding any termination of Executive’semployment with the LLC and its Subsidiaries.

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## 8.                                       Definitions.

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“Cause” hasthe meaning given to such term in the LLC Agreement.

 

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“Class E Units”has the meaning given to such term in the LLC Agreement.

 

“ExecutiveUnits” means the Class E Units acquired by Executive hereunder, which Unitsshall continue to be Executive Units in the hands of any holder other thanExecutive (except for the LLC), and except as otherwise provided herein, eachsuch other holder of Executive Units shall succeed to all rights andobligations attributable to Executive as a holder of Executive Units hereunder.Executive Units shall also include securities of the LLC issued with respect toExecutive Units by way of a stock split, stock dividend, merger, consolidationor other recapitalization.

 

“Fair Market Value”has the meaning given to such term in the LLC Agreement.

 

“FreelyTradeable Securities” has the meaning given to such term in the LLCAgreement.

 

“LiquidityEvent” means a Sale of the Company in which the aggregate considerationpaid or available for distribution in respect of the LLC’s Units in the form ofcash and/or Freely Tradeable Securities is not less than 66.67% of theaggregate Fair Market Value of the LLC’s Units implied by such transaction.

 

“LLC Agreement”means the Second Amended and Restated Limited Liability Company Agreement,dated as of February 26, 2004, entered into by and among the members ofthe LLC, as amended, restated, modified or waived from time to time inaccordance with its terms.

 

“Original Cost”for each Class E Unit shall be equal to the amount of capital contributed withrespect to such Class E Unit (as proportionately adjusted for all subsequentunit splits, unit dividends and other recapitalizations).

 

“PublicOffering” means any underwritten sale of the LLC’s common equity pursuantto an effective registration statement under the Securities Act filed with theSecurities and Exchange Commission on Form S-l, S-2 or S-3 (or any successorform adopted by the Securities and Exchange Commission); provided thatthe following shall not be considered a Public Offering: (i) any issuance ofcommon equity as consideration for a merger or acquisition, and (ii) anyissuance of common equity or rights to acquire common equity to employees,officers, directors or other service providers of the LLC or its Subsidiariesas part of an incentive or compensation plan.

 

“Sale of theCompany” has the meaning given to such term in the LLC Agreement; providedthat, for the avoidance of doubt, the parties agree that a sale of the equityinterests of Norcross and its Subsidiaries by the LLC shall be deemed a Sale ofthe Company.

 

“Securities Act”means the Securities Act of 1933, or any similar federal law then in force asamended from time to time.

 

“SecuritiesExchange Act” means the Securities Exchange Act of 1934, or any similarfederal law then in force as amended from time to time.

 

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“Subsidiary”means any corporation of which the LLC owns securities having a majority of theordinary voting power in electing the board of directors or similar governingbody directly or through one or more subsidiaries.

 

“Transfer”means any sale, transfer, assignment, pledge, mortgage, exchange,hypothecation, grant of a security interest or other direct or indirectdisposition or encumbrance of an interest whether with or withoutconsideration, whether voluntarily or involuntarily or by operation of law) orthe acts thereof.  The terms “Transferee,”“Transferred,” and other forms of the word “Transfer” shall havecorrelative meanings.

 

“Units” hasthe meaning given to such term in the LLC Agreement.

 

## 9.                                       Notices.  Any notice provided for in this Agreementmust be in writing and must be either personally delivered, mailed by firstclass mail postage prepaid and return receipt requested) or sent by reputableovernight courier service (charges prepaid), or faxed, to the recipient at theaddress below indicated:

 
| To the LLC:                                          |                     |   |
|------------------------------------------------------|--------------------------|--------|
|                                                 |                     |   |
| NSP Holdings L.L.C.                                  |                     |   |
| 2211 York Road, Suite 215                            |                     |   |
| Oak Brook, Illinois 60523-1887                       |                     |   |
| Attention:                                           | Chief Executive Officer  |   |   |
| Telecopy:                                            | (630) 572-8518           |   |   |
|                                                 |                     |   |   |
| with copies  (which shall not constitute notice) to: |                     |   |
|                                                 |                     |   |   |
| CIVC Partners                                        |                     |   |
| 231 South  LaSalle Street                            |                     |   |
| Chicago,  Illinois 60697                             |                     |   |
| Attention:  Marcus Wedner                            |                     |   |
| Telecopy: (312)  987-0763                            |                     |   |
|                                                 |                     |   |   |
| and                                                  |                     |   |   |
|                                                 |                     |   |   |
| Kirkland &  Ellis LLP                            |                     |   |
| 200 East  Randolph Drive                             |                     |   |
| Chicago,  Illinois 60601                             |                     |   |
| Attention:                                           | William S.  Kirsch, P.C. |   |   |
|                                                 | Jeffrey Seifman          |   |   |
| Telecopy:                                            | (312) 861-2200           |   |   |
|                                                 |                     |   |
| To Executive:                                        |                     |   |
|                                                 |                     |   |
| David F. Myers,  Jr.                                 |                     |   |
|                                                 |                     |   |   |
|                                                 |                     |   |   |
| Telecopy:                                            |                     |   |   |   |
|                                                      |                          |        |  |  |  |  |

 

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or such otheraddress or to the attention of such other person as the recipient parry shallhave specified by prior written notice to the sending party. Any notice underthis Agreement shall be deemed to have been given when personally delivered,one business day after sent by reputable overnight courier service, five daysafter deposit in the U.S. mail or at such time as it is transmitted viafacsimile, with receipt confirmed.

 

## 10.                                 GeneralProvisions.

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### (a)                                  Expenses.  The LLC and Executive will each pay theirown costs and expenses incurred in connection with the negotiation andexecution of this Agreement and the agreements contemplated hereby.

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### (b)                                 Transfersin Violation of Agreement.  AnyTransfer or attempted Transfer of any Executive Units in violation of anyprovision of this Agreement shall be void, and the LLC shall not record suchTransfer on its books or treat any purported transferee of such Executive Unitsas the owner of such Executive Units for any purpose.

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### (c)                                  CodeSection 280G Approval.  Theparties acknowledge that Executive’s right to acquire the Executive Units andto receive the payments described in Section 6 hereof was approvedby persons holding more than 75% of the LLC’s voting power pursuant to anapproval process intended to satisfy the requirements of Treasury RegulationSection 1.280G-1 Q&A 7.

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### (d)                                 Severability.  Whenever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement is held to beinvalid, illegal or unenforceable in any respect under any applicable law orrule in any jurisdiction, such invalidity, illegality or unenforceability shallnot affect any other provision or any other jurisdiction, but this Agreementshall be reformed, construed and enforced in such jurisdiction as if suchinvalid, illegal or unenforceable provision had never been contained herein.

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### (e)                                  CompleteAgreement. This Agreement, those documents expressly referred to herein andother documents of even date herewith embody the complete agreement andunderstanding among the parties and supersede and preempt any priorunderstandings, agreements or representations by or among the parties, writtenor oral, which may have related to the subject matter hereof in any way.

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### (f)                                    Counterparts.This Agreement may be executed in separate counterparts, each of which isdeemed to be an original and all of which taken together constitute one and thesame agreement.

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### (g)                                 Remedies.Each of the parties to this Agreement shall be entitled to enforce his or itsrights under this Agreement specifically, to recover damages and costs(including reasonable attorney’s fees) caused by any breach of any provision ofthis Agreement and to exercise all other rights existing in its favor. Theparties hereto agree and acknowledge that money damages would not be anadequate remedy for any breach of the provisions of this Agreement and that anyparty may in its sole discretion apply to any court of law or equity of

 

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### competent jurisdiction(without posting any bond or deposit) for specific performance and/or otherinjunctive relief in order to enforce or prevent any violations of the provisionsof this Agreement.

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### (h)                                 Amendmentand Waiver.  The provisions of thisAgreement may be amended and waived only with the prior written consent of theLLC and Executive.

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### (i)                                     BusinessDays. If any time period for giving notice or taking action hereunderexpires on a day which is a Saturday, Sunday or legal holiday in the State ofIllinois, the time period shall be automatically extended to the business dayimmediately following such Saturday, Sunday or holiday.

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### (j)                                     Assignment.  Except as otherwise provided herein, thisAgreement shall bind and inure to the benefit of and be enforceable byExecutive and the LLC and their respective successors and assigns (includingsubsequent holders of Executive Securities); provided that the rightsand obligations of Executive under this Agreement shall not be assignableexcept as may relate to Executive Units in connection with a Transfer thereofpermitted hereunder and under the LLC Agreement.

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### (k)                                  Arbitration.Except for suits seeking injunctive relief or specific performance, any disputeor controversy arising under or in connection with this Agreement shall besettled exclusively by arbitration in Chicago, Illinois in accordance with therules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’saward in any court having jurisdiction. Each party shall bear its own expenses in any arbitration convenedpursuant to this Section 10(k) and shall split evenly the costs ofthe arbitration.

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### (l)                                     GoverningLaw.  The provisions of thisAgreement shall be construed in accordance with the internal laws, but not thelaw of conflicts, of the State of Delaware.

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*     *    *     *

 

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement on the date firstwritten above.

 

 
|   | NSP HOLDINGS, L.L.C.    |                                   |
|--------|-------------------------|----------------------------------------|
|   |                    |                                   |
|   | By:                     | /s/ Robert A. Peterson                 |   |
|   |                    |                                   |   |
|   | Its:                    | President and Chief  Executive Officer |   |
|   |                    |                                   |
|   |                    |                                   |
|   | /s/ David F. Myers, Jr. |                                   |
|   | David F. Myers, Jr.     |                                   |
|        |                         |                                        |  |  |

 

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