Exhibit
10.2


 


CLASS
E UNIT PURCHASE AGREEMENT


 


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


 


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


 


The parties hereto
agree as follows:


 


1.                                       Purchase
of Class E Units.


 


(a)                                  On
the date hereof, Executive shall make a capital contribution to the LLC in the
amount 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 LLC
Agreement, Executive shall make his Class E Capital Contribution to the LLC by
delivery to the LLC of a certified check or cashier’s check, or by wire
transfer of immediately available funds to an account designated by the LLC, in
an aggregate amount equal to the Class E Capital Contribution.  The Executive Units issued to Executive
hereunder are subject to vesting pursuant to Section 2 of this
Agreement.


 


(b)                                 Within
30 days after the date hereof, Executive shall make an effective election with
the Internal Revenue Service under Section 83(b) of the Internal Revenue
Code (the “Code”) and the regulations promulgated thereunder with
respect to the Executive Units being acquired hereunder.


 


(c)                                  In
connection with the purchase and sale of the Executive Units hereunder, Executive
represents and warrants to the LLC that:


 


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


 


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


 


(iii)                               Executive
is an “accredited investor” as defined under Regulation D promulgated under the
Securities Act.


 


(iv)                              Executive
is able to bear the economic risk of the investment in the Executive Units for
an indefinite period of time because the Executive Units have not been
registered under the Securities Act and, therefore, cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available.


 

















 


(v)                                 Executive
has had an opportunity to ask questions and receive answers concerning the
terms and conditions of the restrictions being placed on the Executive Units
and has had full access to such other information concerning the LLC and its
Subsidiaries as Executive has requested.


 


(vi)                              Executive
has been given the opportunity to consult with independent legal counsel
regarding his rights and obligations under this Agreement, fully understands
the terms and conditions contained herein and intends for such terms to be
binding and enforceable upon Executive.


 


(vii)                           This
Agreement 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 not
conflict with, violate or cause a breach of any agreement, contract or
instrument to which Executive is a party or any judgment, order or decree to
which Executive is subject.


 


(viii)                        Executive
has been given the opportunity to consult with an independent tax advisor
regarding the income tax consequences of acquiring and holding the Executive
Units 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 the
Executive Units.


 


(ix)                                Executive
is a resident of the State of Illinois.


 


(d)                                 As
an inducement to the LLC to enter into this Agreement, and as a condition
thereto, Executive acknowledges and agrees that none of the execution and
delivery of this Agreement, the issuance of the Executive Units to Executive,
or Executive’s status as a holder of Executive Units shall


 


(i)                                     entitle
Executive to remain in the employment of the LLC and its Subsidiaries or affect
the right of the LLC or its Subsidiaries to terminate Executive’s employment at
any time and for any reason; or


 


(ii)                                  impose
upon the LLC any duty or obligation to disclose to Executive, or create in
Executive any right to be advised of, any material information regarding the
LLC and its Subsidiaries at any time.


 


2.                                       Vesting.


 


(a)                                  Except
as otherwise provided in this Section 2 below and subject to Section 3
below, the Class E Units shall become immediately vested as to 12.50% of the
original 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 acquired
by Executive to Section 1(a) at the end of each calendar quarter
(with the calendar quarter ending June 30, 2004 being the next vesting
date), if (but only if), as of each such date, Executive is still employed by
the 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, Executive
ceases to


 


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be employed by LLC or its
Subsidiaries on any date other than the last day of any calendar quarter, the
cumulative percentage of unvested Class E Units to become vested with respect
to 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 of
days elapsed during such quarterly period prior to such termination by the
total number of days of calendar quarter. 
Subject to Section 2(c), all vesting with respect to any
remaining Unvested Units shall immediately and forever cease.


 


(c)                                  Notwithstanding
anything to be contrary herein, immediately prior to the occurrence of a
Liquidity 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 such
occurrence.  In addition, if Executive’s
employment with the LLC and its Subsidiaries is terminated by the LLC and its
Subsidiaries without Cause and such termination is not in connection with a
Liquidity Event, then, for purposes of this Section 2 (with it
being understood that if Executive is terminated without Cause in connection
with the Liquidity Event, the vesting rules of the immediately foregoing
sentence apply), Executive shall be entitled to an additional six calendar
quarters of vesting with respect to his Class E Units, with such additional
vesting to be given immediate effect on the date of termination of Executive’s
employment (i.e., if, on the date of termination, Executive is vested with
respect to 25% of his Class E Units and Executive is terminated without Cause
prior to (but not in connection with) a Liquidity Event, Executive shall be
deemed vested as of the date of termination with respect to 62.5% of his Class
E Units).  Subject to Section 3
below, Class E Units acquired by Executive pursuant to Section 1(a)
which are considered vested, or have become vested pursuant to this Section 2
are referred to herein as “Vested Units,” and all other Class E Units
acquired by Executive are referred to herein as “Unvested Units.”  Subject to the accelerated vesting provision
set forth in this Section 3(c) with respect to a termination
without Cause, in the event that Executive’s employment with the LLC or any of
its Subsidiaries is terminated for any reason (including Executive’s
resignation), all vesting with respect to the Unvested Units shall immediately
and forever cease and Executive will forfeit completely any and all interest in
the Unvested Units without any further action on the part of the LLC or
Executive.


 


3.                                       Forfeiture.  If (i) Executive’s employment with the LLC
and its Subsidiaries is terminated for Cause, (ii) a sale of equity securities
to a Person that is not a unitholder of the LLC or an Affiliate of a unitholder
of the LLC is consummated on or prior to June 30, 2004 in a transaction
that does not constitute a Liquidity Event or (iii) Executive breaches any of
the provisions of Sections 8.1 or 8.2 of the LLC Agreement
(whether during the term of Executive’s employment with the LLC and its
Subsidiaries or during the two year period following termination of Executive’s
employment specified in Sections 8.1 and 8.2), Executive and each
holder of Executive Units will forfeit completely all interest in the Executive
Units (including Vested Units), and the holder(s) of such Executive Units will
receive no consideration from the LLC or any of its Subsidiaries on account of
such forfeiture.  In addition, if
Executive’s employment with the LLC and its Subsidiaries is terminated for any
other reason, Executive and each holder of Executive Units will forfeit
completely all interest in the Unvested Units (after giving effect to the
accelerated 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 its
Subsidiaries on account of such forfeiture. 
Forfeited Executive Units will revert automatically back to the LLC
without


 


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any further action on the
part of the LLC or Executive.  The terms
of this Section 3 shall continue with respect to each Class E Unit
following any Transfer thereof.


 


4.                                       Repurchase
Option.


 


(a)                                  Right
of Repurchase.  Subject to Section 3
hereof, in the event that Executive’s employment with the LLC and its
Subsidiaries 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 4
is referred to herein as the “Repurchase Option”.


 


(b)                                 Purchase
Price.  The purchase price for all
Vested Units in connection with the Termination shall be equal to the Fair
Market Value thereof..


 


(c)                                  Repurchase
by the LLC.  The LLC shall be
entitled to exercise the Repurchase Option for all or any portion of the Vested
Units (the “Available Securities”) by delivering written notice (the “Repurchase
Notice”) to Executive within 150 days after the Termination Date.  The LLC Repurchase Notice shall set forth
the number of Vested Units to be acquired from Executive, the aggregate
consideration to be paid for such shares, and the time and place for the
closing of the transaction.


 


(d)                                 Repurchase
Closing. The closing of the purchase of the Vested Units pursuant to the
Repurchase Option shall take place on the date designated by the LLC in the LLC
Repurchase Notice, which date shall be a business day not more than 60 days nor
less than five days after the delivery of such notice.  Subject to Section 4(e), the LLC
shall pay for the Vested Units to be purchased pursuant to the Repurchase
Option by delivery of a cashier’s or certified check or wire transfer of
funds.  The LLC shall be entitled to (x)
receive from the transferor thereof representations and warranties regarding
good title to such securities, free and clear of any liens or encumbrances,
authorization and/or capacity to sell such securities and that the agreement
containing such representations and warranties is a valid and binding
agreement, enforceable against such transferor in accordance with its terms,
without violation of any agreement, contract or other provision to which such
transferor is party and (y) require that signatures be guaranteed by a national
bank or reputable securities broker. 
Upon delivery of the LLC Repurchase Notice, the Vested Units to be
repurchased shall automatically represent solely the right to receive the applicable
repurchase price and such Vested Units shall no longer be deemed to be
outstanding.  The Vested Units to be
repurchased by the LLC shall first be satisfied to the extent possible from the
Vested Units held by Executive at the time of delivery of the Repurchase
Notice.  If the number of Vested Units
then held by Executive is less than the amount of Vested Units the LLC has
elected to purchase, the LLC shall purchase the remaining Vested Units elected
to be purchased from the other holder(s) of Vested Units, pro rata according to
the number of shares held by such other holder(s) at the time of delivery of
such Repurchase Notice (determined as close as practicable to the nearest whole
units).  The number of Vested Units to
be repurchased hereunder shall be allocated among Executive and the other
holders of Vested Units (if any) pro rata according to the number of Vested
Units to be purchased from such persons.


 


(e)                                  Certain
Restrictions.  Notwithstanding
anything to the contrary contained in this Agreement, all repurchases of Vested
Units by the LLC shall be subject to applicable


 


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restrictions contained in
the Delaware Limited Liability Company Act and in the LLC’s and its
Subsidiaries debt and equity financing agreements (including any restricted
payment covenant prohibiting direct or indirect distributions to the LLC in
order to effectuate such repurchase) (each such restriction, a “Restrictive
Covenant”).  If any such Restrictive
Covenants prohibit the repurchase of Vested Units hereunder which the LLC is
otherwise entitled or required to make, the time periods provided in this Section 4
with respect to the LLC’s repurchase shall be suspended, and the LLC may make
such 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] days
after the Termination Date.  In
addition, if any such restrictions prohibit the repurchase of Vested Units
hereunder with a cashier’s or certified check or wire transfer of funds, then
to the extent permitted under the Restrictive Covenants, the LLC may make such
repurchases with a two-year subordinated note bearing interest (payable at
maturity) at a simple rate per annum equal to 10% (a “Subordinated Note”).  Any Subordinated Note issued by the LLC
pursuant to this Section 4 shall be subject to any Restrictive
Covenants and any subordination provisions required by the LLC’s lenders and
shall be prepaid to the extent permitted by the LLC’s loan agreements and
related documents with the LLC and its subsidiaries’ senior and subordinated
lenders.


 


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


 


5.                                       Restrictions
on Transfer.


 


(a)                                  LLC
Agreement. The Class E Units are subject to the restrictions on Transfer
set forth in the LLC Agreement. 
Executive, as a holder of Class E Units, shall be entitled to all
rights, options and benefits and subject to all obligations of a holder of
Class E Units.


 


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


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 16, 2004
HAVE 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 EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER.  THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER,
CERTAIN REPURCHASE OPTIONS, AND CERTAIN OTHER AGREEMENTS SET FORTH IN A CLASS E
UNIT PURCHASE AGREEMENT BETWEEN THE LLC AND DAVID F. MYERS, JR. DATED AS OF
APRIL 16, 2004, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY


 


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OF SUCH AGREEMENT
MAY BE OBTAINED BY THE HOLDER HEREOF AT THE LLC’S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE.”


 


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


 


(d)                                 Holdback
Agreement.  Each holder of Executive
Units agrees not to effect any public sale or distribution of any Executive Units
or any securities convertible into or exchangeable or exercisable for any
Executive  Units during the seven days
prior to and the 180 days after the effectiveness of any underwritten Public
Offering, except as part of such underwritten Public Offering, if otherwise
permitted by the LLC or if Investors are subject to any lesser restriction (in
which case such holders shall be subject only to such lesser restriction).


 


6.                                       Options
and UARs.  Reference is hereby made
to (i) that certain Option Agreement, dated October 2, 1998 (the “1998
Option Agreement”), between the LLC and Executive, pursuant to which
Executive was granted certain options to purchase Common Units of the LLC, (ii)
that certain Option Agreement, dated February 17, 2000 (the “2000
Option Agreement”), between the LLC and Executive, pursuant to which
Executive 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 was
issued certain Appreciation Rights (as such term is defined in the Unit
Appreciation Rights Plan).  The options
issued to Executive pursuant to the 1998 Option Agreement and the 2000 Option
Agreement and the Appreciation Rights issued to Executive pursuant to the Unit
Appreciation Rights Plan are collectively referred to in this Section 6
as the “Incentive Interests.” 
If, upon a Liquidity Event, the aggregate consideration to be paid to
Executive in respect of his Incentive Interests (determined after reduction for
any exercise price thereon) is less than $570,000 in the aggregate (the “Base
Value”), then the parties hereto agree that the LLC shall pay to Executive
an amount in cash equal to the Base Value less the gross amount paid in respect
of such Incentive Interests and, in exchange therefore, all such Incentive
Interests, and all of Executive’s right, title and interest therein, shall be
automatically 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 Executive
hereunder is stated in gross amount and shall be subject to all applicable
withholding taxes, other normal deductions and any other amounts required by
law to be withheld.


 


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


 


8.                                       Definitions.


 


“Cause” has
the 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.


 


“Executive
Units” means the Class E Units acquired by Executive hereunder, which Units
shall continue to be Executive Units in the hands of any holder other than
Executive (except for the LLC), and except as otherwise provided herein, each
such other holder of Executive Units shall succeed to all rights and
obligations attributable to Executive as a holder of Executive Units hereunder.
Executive Units shall also include securities of the LLC issued with respect to
Executive Units by way of a stock split, stock dividend, merger, consolidation
or other recapitalization.


 


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


 


“Freely
Tradeable Securities” has the meaning given to such term in the LLC
Agreement.


 


“Liquidity
Event” means a Sale of the Company in which the aggregate consideration
paid or available for distribution in respect of the LLC’s Units in the form of
cash and/or Freely Tradeable Securities is not less than 66.67% of the
aggregate 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 of
the LLC, as amended, restated, modified or waived from time to time in
accordance with its terms.


 


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


 


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


 


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


 


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


 


“Securities
Exchange Act” means the Securities Exchange Act of 1934, or any similar
federal 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 the
ordinary voting power in electing the board of directors or similar governing
body 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 indirect
disposition or encumbrance of an interest whether with or without
consideration, whether voluntarily or involuntarily or by operation of law) or
the acts thereof.  The terms “Transferee,”
“Transferred,” and other forms of the word “Transfer” shall have
correlative meanings.


 


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


 


9.                                       Notices.  Any notice provided for in this Agreement
must be in writing and must be either personally delivered, mailed by first
class mail postage prepaid and return receipt requested) or sent by reputable
overnight courier service (charges prepaid), or faxed, to the recipient at the
address 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 other
address or to the attention of such other person as the recipient parry shall
have specified by prior written notice to the sending party. Any notice under
this Agreement shall be deemed to have been given when personally delivered,
one business day after sent by reputable overnight courier service, five days
after deposit in the U.S. mail or at such time as it is transmitted via
facsimile, with receipt confirmed.


 


10.                                 General
Provisions.


 


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


 


(b)                                 Transfers
in Violation of Agreement.  Any
Transfer or attempted Transfer of any Executive Units in violation of any
provision of this Agreement shall be void, and the LLC shall not record such
Transfer on its books or treat any purported transferee of such Executive Units
as the owner of such Executive Units for any purpose.


 


(c)                                  Code
Section 280G Approval.  The
parties acknowledge that Executive’s right to acquire the Executive Units and
to receive the payments described in Section 6 hereof was approved
by persons holding more than 75% of the LLC’s voting power pursuant to an
approval process intended to satisfy the requirements of Treasury Regulation
Section 1.280G-1 Q&A 7.


 


(d)                                 Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.


 


(e)                                  Complete
Agreement. This Agreement, those documents expressly referred to herein and
other documents of even date herewith embody the complete agreement and
understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.


 


(f)                                    Counterparts.
This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and all of which taken together constitute one and the
same agreement.


 


(g)                                 Remedies.
Each of the parties to this Agreement shall be entitled to enforce his or its
rights under this Agreement specifically, to recover damages and costs
(including reasonable attorney’s fees) caused by any breach of any provision of
this Agreement and to exercise all other rights existing in its favor. The
parties hereto agree and acknowledge that money damages would not be an
adequate remedy for any breach of the provisions of this Agreement and that any
party 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 other
injunctive relief in order to enforce or prevent any violations of the provisions
of this Agreement.


 


(h)                                 Amendment
and Waiver.  The provisions of this
Agreement may be amended and waived only with the prior written consent of the
LLC and Executive.


 


(i)                                     Business
Days. If any time period for giving notice or taking action hereunder
expires on a day which is a Saturday, Sunday or legal holiday in the State of
Illinois, the time period shall be automatically extended to the business day
immediately following such Saturday, Sunday or holiday.


 


(j)                                     Assignment.  Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive and the LLC and their respective successors and assigns (including
subsequent holders of Executive Securities); provided that the rights
and obligations of Executive under this Agreement shall not be assignable
except as may relate to Executive Units in connection with a Transfer thereof
permitted hereunder and under the LLC Agreement.


 


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


 


(l)                                     Governing
Law.  The provisions of this
Agreement shall be construed in accordance with the internal laws, but not the
law of conflicts, of the State of Delaware.


 


*     *    
*     *


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement on the date first
written 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.