Exhibit 10.15


 


SUBSCRIPTION AGREEMENT


 


SUBSCRIPTION
AGREEMENT, dated as of [             ],
200  (the “Agreement”), between
LHP Holding Corp., a Delaware corporation (the “Company”), and the
purchaser whose name appears on the signature page hereof (the “Purchaser”).  Capitalized terms used in this Agreement and
not defined herein shall have the meaning ascribed to such terms in the LHP
Holding Corp. 2004 Stock Option Plan.


 


WITNESSETH:


 


WHEREAS,
the Board has adopted the Plan to provide officers and key employees of the
Company and the Subsidiaries with opportunities to purchase shares of Common
Stock;


 


WHEREAS,
the Purchaser was granted Options under the Plan and now desires to exercise
all or a portion of the Options and to subscribe for and purchase from the
Company pursuant to the Plan the aggregate number of shares of Common Stock set
forth on the signature page hereof (each a “Share” and, collectively,
the “Shares”) on the terms and conditions set forth herein and in the
Plan; and


 


WHEREAS,
the Company desires to sell the Shares to the Purchaser on the terms and
conditions set forth herein and in the Plan.


 


NOW,
THEREFORE, to implement the foregoing and in consideration of the mutual
agreements contained herein, the parties hereto hereby agree as follows:


 


1.             Purchase and Sale of Common
Stock.


 


(a)           Purchase
of Common Stock.  Subject to the
terms and conditions of this Agreement, the Purchaser hereby subscribes for and
shall purchase, and the Company shall sell to the Purchaser, the Shares at a
purchase price of $[----] per Share (the “Purchase Price”), at the
Closing provided for in Section 2(a) hereof. 
The Shares purchased hereunder are being issued pursuant to and in
accordance with the Plan and, as such, are subject in all respects to the Plan,
all of the terms of which are made a part of and incorporated into this
Agreement.  In the event of any conflict
between any term of this Agreement and the terms of the Plan, the terms of the
Plan shall control.  Notwithstanding
anything to the contrary in this Agreement, the Company shall have no
obligation to sell any Common Stock to (i) any person who is not an
employee of the Company or any Subsidiary at the time that the Options were
granted to such person, or (ii) any person who is a resident of a
jurisdiction in which the sale of Common Stock to such person would constitute
a violation of the securities, “blue sky” or other laws of such jurisdiction.


 


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(b)           Consideration.  Subject to the terms and conditions of this
Agreement, the Purchaser shall deliver to the Company at the Closing (as
defined below) immediately available funds in an amount equal to the aggregate
Purchase Price for the Shares set forth on the signature page hereof.


 


2.             Closing.


 


(a)           Time
and Place.  Except as otherwise
agreed by the Company and the Purchaser in writing, the closing (the “Closing”)
of the transactions contemplated by this Agreement shall be held at the offices
of the Company on or about [-------], 2004.


 


(b)           Delivery
by the Company.  At the Closing, the
Company shall deliver to the Purchaser a stock certificate registered in the
Purchaser’s name and representing the Shares, which certificate shall bear the
legends set forth in Section 3(b).


 


(c)           Delivery
by the Purchaser.  At the Closing,
the Purchaser shall deliver to the Company (i) the consideration
referred to in Section 1(b), and (ii) a joinder to the Stockholders
Agreement, executed by the Purchaser.


 


3.             Purchaser’s Representations,
Warranties and Covenants.


 


(a)           Investment
Intention.  The Purchaser represents
and warrants that the Purchaser is acquiring the Shares solely for the
Purchaser’s own account for investment and not with a view to or for sale in
connection with any distribution thereof. 
The Purchaser agrees that the Purchaser will not, directly or
indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of
any of the Shares (or solicit any offers to buy, purchase or otherwise acquire
or take a pledge of any Shares), except in compliance with the Securities Act
of 1933, as amended (the “Securities Act”), and the rules and
regulations of the Securities and Exchange Commission (the “Commission”)
thereunder, and in compliance with applicable state and foreign securities or “blue
sky” laws.  The Purchaser further
understands, acknowledges and agrees that none of the Shares may be
transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless
the provisions of Sections 4 and 5, and the applicable provisions of the
Agreement (including, but not limited to, the Plan as incorporated by reference
herein) and the Stockholders Agreement shall have been complied with or have
expired, (ii) unless (A) such disposition is pursuant to an
effective registration statement under the Securities Act, (B) the
Purchaser shall have delivered to the Company an opinion of counsel, which
opinion and counsel shall be reasonably satisfactory to the Company, to the
effect that such disposition is exempt from the provisions of Section 5 of
the Securities Act, or (C) a no-action letter from the Commission,
reasonably satisfactory to the Company, shall have been obtained with respect
to such disposition, and (iii) unless such disposition is pursuant
to registration under any applicable state and foreign securities laws or an
exemption therefrom.


 


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(b)           Legends.  The Purchaser acknowledges that the
certificate or certificates representing the Shares shall bear an appropriate
legend, which will include, without limitation, the following language:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A SUBSCRIPTION AGREEMENT, DATED AS OF [           ],
2004, AS AMENDED FROM TIME TO TIME, AND A STOCKHOLDERS AGREEMENT, DATED AS OF
MAY 27, 2004, BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY,
AS AMENDED FROM TIME TO TIME, AND NEITHER THIS CERTIFICATE NOR THE SHARES
REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SUCH SUBSCRIPTION AGREEMENT AND SUCH STOCKHOLDERS
AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY.”


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY
STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) (A) SUCH
DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, (B) THE HOLDER HEREOF SHALL HAVE
DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL
BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH DISPOSITION
IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT OR (C) A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY
SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED WITH RESPECT
TO SUCH DISPOSITION AND (ii) SUCH DISPOSITION IS PURSUANT TO
REGISTRATION UNDER ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR AN
EXEMPTION THEREFROM.”


 


(c)           Securities
Law Matters.  The Purchaser
acknowledges receipt of advice from the Company that (i) the Shares
have not been registered under the Securities Act or any state or foreign
securities or “blue sky” laws, (ii) it is not anticipated that
there will be any public market for the Shares, (iii) the Shares
must be held indefinitely and the Purchaser must continue to bear the economic
risk of the investment in the Shares unless the Shares are subsequently
registered under the Securities Act and such state or foreign laws or an
exemption from registration is available, (iv) Rule 144 promulgated
under the Securities Act (“Rule 144”) is not presently available with
respect to sales of securities of the Company and the Company has made no
covenant to make Rule 144 available,


 


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(v) when and if the Shares may be disposed of without
registration in reliance upon Rule 144, such disposition can generally be made
only in limited amounts in accordance with the terms and conditions of such
rule, (vi) the Company does not plan to file reports with the Commission
or make information concerning the Company publicly available unless required
to do so by law or by the terms of its Financing Agreements (as defined below),
(vii) if the exemption afforded by Rule 144 is not available,
sales of the Shares may be difficult to effect because of the absence of public
information concerning the Company, (viii) a restrictive legend in
the form heretofore set forth shall be placed on the certificates representing
the Shares and (ix) a notation shall be made in the appropriate
records of the Company indicating that the Shares are subject to restrictions
on transfer set forth in this Agreement (including, but not limited to, the
Plan as incorporated by reference herein) and, if the Company should in the
future engage the services of a stock transfer agent, appropriate stop-transfer
restrictions will be issued to such transfer agent with respect to the Shares.


 


(d)           Compliance
with Rule 144.  If any of the Shares
are to be disposed of in accordance with Rule 144, the Purchaser shall transmit
to the Company an executed copy of Form 144 (if required by Rule 144) no later
than the time such form is required to be transmitted to the Commission for
filing and such other documentation as the Company may reasonably require to
assure compliance with Rule 144 in connection with such disposition.


 


(e)           Ability
to Bear Risk.  The Purchaser
represents and warrants that (i) the financial situation of the
Purchaser is such that he can afford to bear the economic risk of the Shares
for an indefinite period and (ii) the Purchaser can afford to suffer the
complete loss of the Purchaser’s investment in the Shares.


 


(f)            Investor
Status.  The Purchaser represents and
warrants that, as of the date hereof, the Purchaser (i) (A) has a
pre-existing personal or business relationship (as defined below) with the
Company or any of its managers, officers, controlling persons or managers, or (B)
by reason of the Purchaser’s business or financial experience or the business
or financial experience of the Purchaser’s professional advisors who are
unaffiliated with and who are not compensated, directly or indirectly, by the
Company or any Affiliate thereof, could be reasonably assumed to have the
capacity to evaluate the risks of an investment in the Shares and to protect
the Purchaser’s interests in connection with the purchase of the Shares
hereunder, and (ii) was an officer or employee of the Company or any
Subsidiary at the time the Options were granted to the Purchaser.  The term “preexisting personal or business
relationship” includes, but is not limited to, any relationship consisting
of personal or business contacts of a nature and duration such as would enable
a reasonably prudent purchaser to be aware of the character, business acumen
and general business and financial circumstances of the person with whom such
relationship exists


 


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(g)           Restrictions
on Sale upon Public Offering.  The
Purchaser agrees that, in the event that the Company files a registration
statement under the Securities Act with respect to an underwritten public
offering of any shares of its capital stock, the Purchaser will not effect any
public sale (including a sale under Rule 144) or distribution of any shares of
Common Stock (other than as part of such underwritten public offering) during
the 20 days prior to and the 180 days after the effective date of such
registration statement.


 


(h)           Section
83(b) Election.  The Purchaser agrees
that, within 20 days after the Closing, the Purchaser shall give notice to the
Company as to whether or not the Purchaser has made or will make an election
pursuant to Section 83(b) of the Code, with respect to the Shares
purchased at such Closing, and acknowledges that the Purchaser will be solely
responsible for any and all tax liabilities payable by the Purchaser in
connection with the Purchaser’s purchase and receipt of the Shares or
attributable to the Purchaser’s making or failing to make such an election.


 


4.             Restrictions on Disposition of
Shares.  Neither the Purchaser nor
any of his heirs or representatives shall sell, assign, transfer, pledge or
otherwise directly or indirectly dispose of or encumber any of the Shares to or
with any other person, firm or corporation (including, without limitation,
transfers to any other holder of the Company’s capital stock, dispositions by
gift, by will, by a corporation as a distribution in liquidation and by operation
of law other than a transfer of Shares by operation of law to the estate of the
Purchaser upon the death of the Purchaser; provided that such estate
shall be bound by all provisions of this Agreement) except as provided in
Section 5 or as otherwise permitted by the Board.


 


5.             Call Rights Upon and After
Termination of Employment.


 


(a)           Termination
Call Right.  If the Purchaser’s
employment with the Company and any Subsidiary that employs the Purchaser is
terminated (whether before or after the date hereof) (i) for Cause at
any time, or (ii) for any other reason during the period ending on the
sixth anniversary of the Closing, the Company shall have the right (the “Termination
Call Right”) to repurchase up to that number of Shares held by the Purchaser,
and shall have 90 days from the later of the Closing and date of termination
during which to give notice in writing to the Purchaser (or the Purchaser’s
estate) of its election to exercise or not to exercise such right, in whole or
in part.  Subject to Section 7(c), the
aggregate purchase price of the Shares purchased pursuant to the Termination
Call Right shall equal (A) if the Purchaser’s employment is terminated
due to his death, Disability or Retirement, by the Company without Cause or by
the Purchaser for Good Reason, their aggregate Fair Market Value as of the
termination date, and (B) if the Purchaser’s employment is terminated by the
Company for Cause or by the Purchaser without Good Reason, the lower of their
aggregate Purchase Price and their aggregate Fair Market Value as of the
termination date.  If the Company fails
to give notice that it 


 


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intends to exercise such right within the period specified or the
Company gives notice that it does not intend to exercise such right or that it
intends to exercise such right with respect to only a portion of the Shares
subject to the Termination Call Right, the Purchaser (or the Purchaser’s
estate) shall be entitled to (I) if the Purchaser’s employment is terminated
for death or Disability, then on notice from the Purchaser (or the Purchaser’s
estate) in writing and delivered to the Company within 90 days following the
earlier of the last day of the Company’s 90-day notice period and the date the
Company delivers written notice to the Purchaser indicating whether the Company
will exercise its rights under the Termination Call Right, the Company shall
purchase all (and not less than all) of the Shares then held by the Purchaser
(or the Purchaser’s estate), or (II) retain the Shares which could
have been acquired on exercise thereof, subject to all of the provisions of the
Agreement (including, but not limited to, the Plan as incorporated by reference
herein and the Post-Employment Call Right, the Stockholders Agreement and any
other agreement to which such Common Stock is subject).  All purchases pursuant to the Termination
Call Right by the Company shall be in the manner prescribed by
Section 5(c) hereof.


 


(b)           Post-Employment
Call Right.  If, following any termination
of employment (whether before or after the date hereof), the Purchaser commits
any breach of any post-termination non-competition, non-solicitation,
confidentially, or other similar agreement or covenant with the Company (as
determined by the Board in its sole discretion), then the Company shall have
the right to repurchase all or any portion of the Shares then held by the
Participant, and shall have 90 days from the date the Company becomes aware of
such breach during which to give notice in writing to the Purchaser (or the
Purchaser’s estate) of its election to exercise or not to exercise such right,
in whole or in part.  Subject to Section
7(c), the aggregate purchase price for the Shares purchased pursuant to the
Post-Employment Call Right shall equal the lower of their aggregate Purchase
Price and their aggregate Fair Market Value as of the first date of such
breach.  If the Company fails to give
notice that it intends to exercise such right within the period specified or
the Company gives notice that it does not intend to exercise such option or
that it intends to exercise such option with respect to only a portion of the
Shares subject to, the Purchaser (or the Purchaser’s estate) shall be entitled
to retain the Shares which could have been acquired on exercise thereof,
subject to all of the provisions of the Agreement (including, but not limited
to, the Plan as incorporated by reference herein), the Stockholders Agreement
and any other agreement to which such Common Stock is subject.  All purchases pursuant to the Post-Employment
Call Right by the Company shall be in the manner prescribed by
Section 5(c) hereof.


 


(c)           Closing
of Purchase; Payment of Purchase Price. 
Subject to Section 7, the closing of a purchase pursuant to this
Section 5 shall take place at the principal office of the Company on the
tenth business day following whichever of the following is applicable:  (i) the receipt by the Purchaser
(or the Purchaser’s estate) of the notice of the Company of its exercise of its
right to purchase any of the Shares pursuant to Section 5(a) 


 


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or (b), as the case may be.  At
the closing, (i) the Company, shall pay to the Purchaser (or the
Purchaser’s estate) an amount equal to the purchase price as determined in
accordance with Section 5(a) or (b), as the case may be, and (ii) the
Purchaser (or the Purchaser’s estate) shall deliver to the Company such
certificates or other instruments representing the Shares so purchased,
appropriately endorsed by the Purchaser (or the Purchaser’s estate), as the
Company may reasonably require.


 


(d)           Board
Discretion.  Notwithstanding anything
to the contrary contained in this Section 5, the Board may, at or after the
Closing, waive the Call Rights in respect of Shares upon termination of
employment.


 


(e)           Certain
Adjustments.  Notwithstanding
anything to the contrary contained in this Section 5, in the event of an
Adjustment Event, the purchase price payable pursuant to this Section 5
(including any minimum or maximum purchase price specified herein or in effect
as a result of a prior adjustment) shall be appropriately adjusted as provided
in the Plan to reflect such event.


 


6.             Representations and Warranties
of the Company.  The Company
represents and warrants to the Purchaser that (a) the Company has
been duly incorporated and is an existing corporation in good standing under
the laws of the State of Delaware, (b) this Agreement has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding obligation of the Company enforceable against the Company in
accordance with its terms, and (c) the Shares, when issued,
delivered and paid for in accordance with the terms hereof, will be duly and
validly issued, fully paid and nonassessable, and free and clear of any liens
or encumbrances other than those created pursuant to this Agreement (including,
but not limited to, the Plan as incorporated by reference herein), the
Stockholders Agreement, or otherwise in connection with the transactions
contemplated hereby.


 


7.             Certain Restrictions on
Repurchases.


 


(a)           Financing
Agreements, etc.  Notwithstanding any
other provision of this Agreement (including, but not limited to, the Plan as
incorporated by reference herein), the Company shall not be permitted to
repurchase any Shares from the Purchaser to the extent that (i) such
repurchase (or the payment of a dividend by any Subsidiary to fund such
repurchase) would result in any default or an event of default, or would be
prohibited under, any financing or security agreement or document entered
into by the Company or any Subsidiary prior to the date hereof, any refunding
thereof, or in connection with the operations of the Company or any Subsidiary
from time to time, in each case, as the same may be amended, modified or
supplemented from time to time (the “Financing Agreements”), (ii)
such repurchase would result in a violation of any law, statute, rule,
regulation, policy, order, writ, injunction, decree or judgment promulgated or
entered by any federal, state, local or foreign court or governmental authority



 


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applicable to the Company or any Subsidiary or any of its or their
property, (iii) such repurchase would violate any of the terms or
provisions of the Certificate of Incorporation of the Company, or (iv) the
Company has no funds legally available therefor under the General Corporation
Law of the State of Delaware.


 


(b)           Delay
of Repurchase.  In the event that a
repurchase by the Company otherwise permitted under Section 5 is prevented
solely by the terms of Section 7(a), (i) such repurchase will
be postponed and will take place without the application of further conditions
or impediments (other than as set forth in Section 5 or in this
Section 7) at the first opportunity when the Company has funds legally
available therefor and when such repurchase will not result in any default,
event of default or violation under any of the Financing Agreements or in a
violation of any term or provision of the Certificate of Incorporation of the
Company and (ii) such repurchase obligation shall rank against
other similar repurchase obligations with respect to shares of Common Stock
according to priority in time of the effective date of the termination of
employment giving rise to such repurchase; provided, that any such repurchase obligations as to
which a common date determines priority shall be of equal priority and shall
share pro rata in any repurchase payments made pursuant to clause (i) of
this Section 7(b); and provided, further, that any repurchase
commitment arising from death, Disability, or Retirement or the comparable
provisions of any other applicable subscription agreements shall have priority
over any other repurchase obligation.


 


(c)           Purchase
Price Adjustment.  In the event that
a repurchase of Shares from the Purchaser is delayed pursuant to this
Section 7, the purchase price per Share when the repurchase of such Shares
eventually takes place as contemplated by Section 7(b) shall equal the sum
of (i) the purchase price determined in accordance with Section 5
at the time that the repurchase of such Shares would have occurred but for the
operation of this Section 7, plus (ii) an amount equal to
interest on such purchase price for the period from the date on which the
completion of the repurchase would have taken place but for the operation of
this Section 7 to the date on which such repurchase actually takes place (the “Delay
Period”) at a rate equal to the average annual cost to the Company of its
and its Subsidiaries bank indebtedness obligations outstanding during the Delay
Period or, if there are no such obligations outstanding, one percentage point
greater than the average prime rate charged during such period by any
nationally recognized bank designated by the Company.


 


8.             Miscellaneous.


 


(a)           Binding
Effect; Benefits; Assignability. 
This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their respective successors and assigns.  Nothing in this Agreement, express or
implied, is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or assigns any legal
or equitable right, remedy or claim under or in


 


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respect of any agreement or any provision contained herein.  Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Company or the Purchaser without the prior written consent of
the other party.


 


(b)           Amendment.  This Agreement may be amended, modified or
supplemented only by a written instrument executed by the Purchaser and the
Company.  The parties hereto acknowledge
that the Company’s consent to an amendment or modification of this Agreement is
subject to the terms and provisions of the Financing Agreements.


 


(c)           Delegation
by the Board.  All of the powers,
duties and responsibilities of the Board specified in this Agreement may, to
the full extent permitted by applicable law, be exercised and performed by any
duly constituted committee thereof to the extent authorized by the Board to
exercise and perform such powers, duties and responsibilities.


 


(d)           Section
and Other Headings, etc.  The section
and other headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.


 


(e)           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.  The parties hereto agree to accept a signed
facsimile copy of this Agreement as a fully binding original.


 


— Signature page follows —


 


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IN
WITNESS WHEREOF, the Company and the Purchaser have executed this Agreement as
of the date first above written.


 


 


	
   

  	
  LHP HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  	
   

  
	
   

  	
  «Name»

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  as Attorney - in-Fact

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Shares of Common Stock to be Purchased:

  	
  «Shares»

  
	
   

  	
   

  
	
  Aggregate Purchase Price for Shares:

  	
  $«Share_Amount»

  



 


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