Exhibit 10.42


 


GPS CCMP ACQUISITION CORP.




2006 MANAGEMENT EQUITY INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT


 


RESTRICTED STOCK AGREEMENT  (this “Agreement”)  made as December 27,
2007 (the “Effective Date”),  by and between
GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”),  and Clement Feng (the “Executive”).


 


WHEREAS,
as a material inducement to the Company to sell and issue to the Executive the
Restricted Shares hereunder, the Executive has agreed to execute and deliver to
the Company the Confidentiality, Non-Competition and Intellectual Property
Agreement attached hereto as Exhibit C (the “Non-Competition Agreement”);


 


WHEREAS,
in consideration of the mutual covenants contained herein, the receipt and
sufficiency of which are hereby acknowledged;


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.             Purchase and Sale of
Restricted Shares.


 


(a)           Upon execution of this
Agreement and the Joinder Agreement, in the form attached hereto as Exhibit D (the “Joinder Agreement”),  to the Shareholders’
Agreement, dated as of November 10, 2006, by and among the Company and the
other parties from time to time party thereto (the “Shareholders’ Agreement”),  and subject to the terms and
conditions of the Plan (as defined below) and this Agreement, the Company will
issue to the Executive 389.579916  shares of class A nonvoting
common stock of the Company, par value $0.01 per share (the “Class A Common Stock”),  for a purchase price of $341.36  per share (the “Class A Purchase Price”).  All of such shares of Class A
Common Stock purchased by the Executive pursuant to this Agreement are referred
to herein as “Restricted
Shares”.


 


(b)           The foregoing sale and
issuance of Restricted Shares shall be deemed, for all purposes, an Award under
(and as defined in) the Company’s 2006 Management Equity Incentive Plan (the “Plan”),  which is incorporated herein
by this reference and made a part of this Agreement.


 


2.             Section 83(b) Election.


 


The
parties agree that the fair market value of each share of Class A Common
Stock as of November 10, 2006, based on the appraisal report of Corporate
Valuation Advisors was the Class A Purchase Price, and that such price
represents the fair market value of each share of Class A Common Stock on
the Effective Date. The Executive, in its sole discretion, may make an election
with the Internal Revenue Service (the “IRS”)  under Section 83(b) of
the Code and the regulations promulgated thereunder in the form of Exhibit A attached
hereto (the “83(b) Election”),  and in connection with the
making of such election, shall provide a copy of such form to the Company
promptly following its filing. The Executive understands that under applicable
law such election must be filed with the IRS no later than thirty (30) days
after any acquisition of the Restricted Shares to be effective. If the
Executive files an effective 83(b) Election, the excess of the fair market
value of the Restricted Shares on the date hereof (which the IRS may assert is
different from the fair market value determined by the parties) covered by such
election over the amount paid by the Executive for the Restricted Shares shall
be treated as ordinary income received by the Executive, and the Company or one
of its Subsidiaries shall withhold from the Executive’s compensation all
amounts required to be withheld under applicable law. If the Executive does not
file an 83(b) Election, future appreciation on the Restricted Shares will
generally be taxable as ordinary income when such stock vests pursuant to this
Agreement. The foregoing is merely a brief summary of complex


 

















 


tax
laws and regulations, and therefore the Executive is advised to consult with
its own tax advisors regarding the purchase and holding of the Restricted
Shares.


 


3.             Executive
Representations and Warranties.


 


As
an inducement to the Company to issue the Restricted Shares to the Executive
and as a condition thereto, the Executive represents, acknowledges and agrees
(as applicable) that:


 


(i)            this Agreement
constitutes the legal, valid and binding obligation of the Executive, enforceable
against it in accordance with its terms, except to the extent the
enforceability thereof may be limited by bankruptcy laws, insolvency laws,
moratorium laws or other laws affecting creditors’ rights generally or by
general equitable principles, and the execution, delivery and performance of
this Agreement by the Executive does not and will not conflict with, violate or
cause a breach of any agreement, contract or instrument to which the Executive
is a party or any judgment, order or decree to which the Executive is subject;
and


 


(ii)           neither the
issuance of the Restricted Shares to the Executive nor any provision  contained
herein or in the Plan, shall entitle the Executive to remain in the employment
of the Company or any of its Subsidiaries, or affect the right of the Company
or any Subsidiary to terminate the Executive’s employment at any time for any
reason.


 


4.             Vesting
of Class A Common Stock.


 


(a)           All Restricted Shares shall
initially be unvested and shall be subject to repurchase by the  Company pursuant
to the Shareholders’ Agreement. Subject in all respects to the provisions of
the Certificate of Incorporation of the Company, all stock dividends, if any,
that are paid on unvested Restricted Shares and all stock dividends, if any,
that are paid on any such stock dividends (any such stock dividends, “Restricted
Share Dividends”)  and
all cash dividends paid on unvested Restricted Shares (or on Restricted Share
Dividends) (“Unvested Shares Cash Dividends”)  shall be treated as set forth in Section 6(d).


 


(b)           Time-Vesting.  194.789958  Restricted
Shares shall be “Time Vesting Shares.”


 


(i)            Vesting
Schedule. Subject to Sections 4(b)( ii) through (iv),
the Time Vesting Shares shall vest as set forth below, provided that the
Executive remains employed with the Company or one of its Subsidiaries on such
Vesting Dates:


 


	
  Vesting
  Date

  	
   

  	
  Vested Percentage of 

  Time Vesting Shares

  	
   

  
	
  December 27,
  2008

  	
   

  	
  25

  	
  %

  
	
  December 27,
  2009

  	
   

  	
  50

  	
  %

  
	
  December 27,
  2010

  	
   

  	
  75

  	
  %

  
	
  December 27,
  2011

  	
   

  	
  100

  	
  %

  



 


(ii)           Acceleration
upon Change of Control.   Upon
the occurrence of a Change of Control prior to February 15, 2011, all then
unvested Time Vesting Shares shall immediately vest in full, so long as the Executive is employed
with the Company or one of its Subsidiaries on the applicable Change of Control
Date.


 


(iii)          Accelerated Vesting
upon Death or Disability.   Notwithstanding
the foregoing provisions of this Section 4, in the event of the Executive’s
termination of employment with the


 


2

















 


Company
or any of its Subsidiaries by reason of his death or becoming Disabled on or
after the Effective Date, Time Vesting Shares that would otherwise have been
become vested within twelve months immediately following the date of such death
or Disability shall vest as of the date of such death or Disability.


 


(iv)          Cessation of
Vesting.   Subject to the effect of
paragraph (iii) above, the vesting of all Time Vesting Shares shall cease
upon the date of employee’s termination of employment with the
Company.


 


(c)           Performance-Based Vesting.


 


(i)            General.   In
accordance with Section 4(c)(ii) through (iv), 194.789958 Restricted Shares shall be eligible to vest upon
the occurrence of either a Change of Control or an IPO Liquidity Event,
provided the Executive is employed with the Company or one of its Subsidiaries
on the Change of Control Date or IPO Liquidity Event Date, as applicable, as
set forth in the requirements of this Section 4(c) (the “Performance
Vesting Shares”).


 


(ii)           Change of
Control.   In the event that, upon the
occurrence of a Change of Control (and provided that the Executive is employed
with the Company or one of its Subsidiaries on the applicable Change of Control
Date), the Class B Return is equal to or greater than 2, 100% of the
Performance Vesting Shares shall vest on the Change of Control Date.


 


(iii)          IPO Liquidity
Event.   Upon the occurrence of an IPO
Liquidity Event (and provided that the Executive is employed
with the Company or one of its Subsidiaries on the applicable IPO Liquidity Event
Date), 100% of the Performance Vesting Shares shall vest on the IPO Liquidity
Event Date.


 


(iv)          Cessation of
Vesting upon Termination of Employment Prior to Change of Control or IPO
Liquidity Event.   In the
event of the Executive’s termination of employment for any reason prior to the
occurrence of either a Change of Control or an IPO Liquidity Event, vesting
shall cease for the Performance Vesting Shares.


 


(d)           Dividends, Etc.   Subject in all respects to the provisions of
the Certificate of Incorporation of the Company, Restricted Share Dividends,
Unvested Shares Cash Dividends and Additional Property shall be delivered to
the Executive promptly upon the vesting of the related Restricted Shares.


 


5.             Legend.


 


(a)           Each certificate
representing Restricted Shares shall bear each of the following legends  (in addition to
any legends required under the Shareholders’ Agreement).


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.”


 


3

















 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS
SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR
EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE
RESTRICTED STOCK AGREEMENT, EACH AS AMENDED FROM TIME TO TIME, BETWEEN OR AMONG
THE COMPANY AND THE INVESTORS PARTY THERETO. IN ADDITION TO RESTRICTIONS ON
TRANSFER, THE RESTRICTED STOCK AGREEMENT PROVIDES FOR THE VESTING OF THE SHARES
ACCORDING TO THE SPECIFIC PROVISIONS OF THE RESTRICTED STOCK AGREEMENT. COPIES
OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT ARE ON FILE
WITH THE COMPANY.”


 


(b)           The certificates shall also
bear any legend required by any applicable state securities law.


 


6.             Restrictions on Transfer
and Conversion.


 


(a)           The Company and the
Executive acknowledge and agree that the Restricted Shares are subject to and
restricted by the Shareholders’ Agreement and with respect to such Restricted
Shares, the Executive shall be an “Investor”  and a “Management Shareholder”  as such terms are used in
the Shareholders Agreement.


 


(b)           No unvested Restricted
Shares shall be transferable to any Person for any reason. Any attempt to
Transfer any unvested Restricted Shares shall be null and void and have no
force or effect, and the Company shall not, and shall cause any transfer agent
not to, give any effect in such entity’s share records to such attempted
Transfer.


 


(c)           Prior to any Transfer of
vested Restricted Stock made in accordance with the Shareholders’ Agreement,
the transferee shall agree, by execution of a Joinder Agreement, to be bound by
this Agreement as holder of Restricted Shares and by the Shareholders’
Agreement as an “Investor” and a “Management Shareholder”.  Any Transfer or attempted
Transfer of any Restricted Shares in violation of this Section 6 or
the Shareholders’ Agreement shall be void, and the Company shall not record
such Transfer on its books or treat any purported transferee of such Restricted
Shares as the owner of such stock for any purpose.


 


(d)           All Restricted Share
Dividends, all Unvested Shares Cash Dividends and all new, substituted or
additional securities or other property contemplated by Section 10
below (“Additional
Property”), shall be subject to the same restrictions
(and the same vesting) as the Restricted Share to which such Restricted Share
Dividend, Unvested Shares Cash Dividends or Additional Property relates, and
will be paid to the Executive in accordance with Section 4(d).


 


(e)           The Executive acknowledges
that the transfer restrictions contained in this Agreement are reasonable and
in the best interests of the Company.


 


7.             Right of Repurchase. Except as provided in any
other agreement between the Company and/or one of its Subsidiaries and the
Executive, and subject to applicable securities laws, the Company shall have no
duty or obligation to disclose to the Executive, and the Executive shall have
no right to be advised of, any material information regarding the Company and
its Subsidiaries at any time prior to, upon or in connection with the Company’s
exercise of it right to repurchase the Restricted Shares pursuant to Article V
of the Shareholders’ Agreement (the “Repurchase Option”)  upon the termination of the Executive’s
employment with the Company or one of it Subsidiaries. In connection
with the


 


4

















 


exercise of the Repurchase Option by the
Company with respect to unvested Restricted Shares, if the Company holds,
pursuant to Section 6(d) Unvested Shares Cash Dividends,
Restricted Share Dividends and/or Additional Property with respect to such
unvested Restricted Shares, upon the purchase by the Company or its designee of
such Restricted Shares, notwithstanding anything to the contrary in this
Agreement or the Shareholders’ Agreement, all such Unvested Shares Cash Dividends,
Restricted Share Dividends (subject to any repurchase provisions in the
Shareholders’ Agreement) and/or Additional Property shall be forfeited by the
Executive (and any Permitted Transferee of the Executive) and all of the
Executive’s rights, or the rights of any Permitted Transferee of the Executive,
to such Unvested Shares Cash Dividends, Restricted Share Dividends and/or
Additional Property shall terminate.


 


8.             Securities
Laws Matters.


 


(a)           The Executive understands
and agrees that: (i) the Restricted Shares have not been registered under
the Securities Act, (ii) the Restricted Shares are restricted securities
under the Securities Act and (iii) the Restricted Shares may not be resold
or transferred unless they are first registered under the Securities Act or
unless an exemption from such registration is available. The Executive hereby
makes to the Company the representations and warranties set forth in Exhibit B hereto.


 


(b)           Except as otherwise set
forth in the Shareholders’ Agreement, the Company may, but shall not be
obligated to register or qualify the issuance, or the resale of any of the
Restricted Shares under the Securities Act or any other applicable law.


 


9.             Definitions.


 


The
following terms shall have the meanings ascribed below:


 


“Aggregate
Net Proceeds”  means:


 


(i)            all cash proceeds actually received by the CCMP
Investors with respect to the sale or assignment of shares of Class B
Common Stock to third parties, net of any unreimbursed Sales Costs, plus


 


(ii)           the Fair Market Value of any shares of Marketable
Securities actually received by the CCMP Investors with respect to the sale or
assignment of Class B Common Stock to third parties (for purposes of
clarity, excluding any conversion of shares of Class B Common Stock into
shares of Class A Common Stock), as determined on the date of the
consummation of such sale or other disposition, net of any unreimbursed Sales
Costs, plus


 


(iii)          dividends in cash or the fair market value of any
property dividends (other than stock dividends) as determined by the Board of
Directors of the Company in good faith, actually received by the CCMP Investors
(or receivable at the discretion of the CCMP Investors or persons within their
control) in respect of the Class B Common Stock;


 


provided, however,  that (A) Aggregate Net
Proceeds shall not include any advisory, management, monitoring, transaction or
other fees pursuant to arrangements entered into as of November 10, 2006
(as amended from time to time), or any expense reimbursement, received by one
or more CCMP Investors or any of their affiliates and (B) any cash
dividends received by the CCMP Investors shall not be counted more than once in
any calculation of Aggregate Net Proceeds.


 


5

















 


“CCMP Investment”  means initially
$588,500,000, and shall be adjusted for any cash or other consideration
contributed from the CCMP Investors from and after November 10, 2006.


 


“CCMP
Investors”  means CCMP
Capital Investors II, L.P., CCMP Capital Investors (Cayman), L.P., Asia Opportunity
Fund II, L.P., AOF II
Employee Co-Invest Fund, L.P. and CCMP Generac Co-Invest, L.P.


 


“Change
of Control”  means (a) any
transaction or series of related transactions, whether or not the Company is a
party thereto, in which, after giving effect to such transaction or
transactions, the capital stock of the Company representing in excess of fifty
percent (50%) of the voting power of the Company is owned directly, or
indirectly through one or more entities, by any “person”
or “group”  (as such terms are used in Section 13(d) of
the Exchange Act) of Persons, other than one or more CCMP Investors or a “group”  in which a CCMP Investor is
a member, or (b) a sale, lease or other disposition of all or
substantially all of the assets of the Company and its Subsidiaries on a
consolidated basis (including securities of the Company’s directly or
indirectly owned Subsidiaries (if any)).


 


“Change
of Control Date”  means the date
of consummation of a Change of Control. 


 


“Class A
Common Stock”  has the meaning
set forth in Section 1(a) hereof.


 


“Class B
Return”  as of any date
of determination means the quotient of (a) the Aggregate Net Proceeds
received by the CCMP Investors with respect to shares of Class B Common
Stock (or shares of Class A Common Stock into which shares of Class B
Common Stock are converted) through such date, divided by
(b) the CCMP Investment; provided, however,  that solely with respect to
an IPO (and solely on the IPO Date), the “Class B Return”  shall equal the quotient of (i) sum
of (A) the Aggregate Net Proceeds received by the CCMP Investors with
respect to shares of Class B Common Stock prior to the IPO plus
(B) the product of (x) price per share at which shares of the
Class A Common Stock are initially sold by the underwriters in connection
with the IPO and (y) the number of shares of Class A Common Stock
into which shares of Class B Common Stock held by the CCMP Investors are
converted, divided by (ii) the CCMP
Investment.


 


“Class B
Common Stock”  means the class
B voting common stock of the Company, par value $0.01 per share.


 


“Code”  means the Internal Revenue
Code of 1986, as amended.


 


“Disabled”  means: (a)(i) that
Executive qualifies for benefits due to total disability on the part of the
Executive under the Company’s long-term disability plan, as in effect from time
to time; or (ii) in the event that the Company has no such long-term
disability plan in effect at the time the disability arises on the part of the
Executive, that Executive is unable, as a result of a medically determinable
physical or mental illness, to perform the duties and services of his position
and (b) Executive shall be absent from his duties with the Company on a
full time basis for 180 consecutive days. “Disability” shall have a
correlative meaning.


 


“Fair
Market Value”  of Marketable
Securities means an amount equal to (i) the Market Price of such
Marketable Securities multiplied by (ii) the number of
shares of such Marketable Securities.


 


“IPO”  means the initial public
offering of Shares registered on Form S-1 (or any equivalent or successor
form under the Securities Act).


 


“IPO Date”
means the date on which the Company consummates an IPO of the Company.


 


6

















 


“IPO
Liquidity Event”  means, from and
after the date of an IPO, the achievement with respect to the Class A
Shares of an average closing trading price equal to or exceeding the Liquidity
Threshold Price in any sixty (60) consecutive trading day period starting prior
to the later of (a) the fifth anniversary of the date hereof, and (b) one
year after the IPO.


 


“IPO
Liquidity Event Date”  means the date
of occurrence of the IPO Liquidity Event.


 


“Liquidity
Threshold Price”  means, at any
time, the lowest amount which when multiplied by the number of shares of Class A
Common Stock then held by the CCMP Investors and then added to the Aggregate
Net Proceeds received by the CCMP Investors since the date hereof with respect
to its shares of Class B Common Stock or shares of Class A Common
Stock issued upon conversion of its shares of Class B Common Stock in
connection with an IPO, would yield to the CCMP Investors a Class B Return
equal to 2.


 


“Market
Price”  of Marketable
Securities means, on any date of determination, the average of the closing
prices of such Marketable Securities on any U.S. securities exchange on which
such Marketable Securities are listed or, if not so listed, the average bid and
asked price of such Marketable Securities reported on the NASDAQ National
Market or any established over-the-counter trading system on which prices for
such Marketable Securities are quoted, in each case, for a period of twenty
trading days prior to such date of determination; provided, that,
with respect to any Marketable Securities received by the CCMP Investors in
connection with a Change of Control transaction, the Market Price of such
Marketable Securities shall be the value ascribed to such Marketable Securities
in such transaction.


 


“Marketable
Securities”  means freely
tradeable equity securities of a Person that are listed on an established U.S.
securities exchange or through the NASDAQ National Market, or any established
over-the-counter trading system.


 


“Person”  shall be construed broadly
and shall include, without limitation, an individual, a partnership, an
investment fund, a limited liability company, a corporation, an association, a
joint stock company, a trust, a joint venture, an unincorporated organization
and a governmental entity or any department, agency or political subdivision
thereof.


 


“Recapitalization”  shall mean an event or
series of events affecting the capital structure of the Company including, but
not limited to, stock dividends, stock splits, rights offers or
recapitalizations through large, non-recurring cash dividends.


 


“Restricted
Shares”  has the meaning
set forth in Section 1(a) hereof. “Restricted Shares”  shall also include shares of
the Company’s capital stock issued with respect to, or exchanged or substituted
for, the Restricted Shares by way of a stock split, stock dividend or other
recapitalization, merger, consolidation, reorganization or similar transaction.


 


“Sales
Costs”  means any costs
or expenses (including legal or other advisor costs and expenses), fees
(including investment banking fees (but excluding any such fees payable to CCMP
Investors or their Affiliates)), commissions or discounts payable directly by
the CCMP Investors in connection with, arising out of or relating to any sale
or other disposition of the Class B Common Stock (including in connection
with the negotiation, preparation and execution of any transaction
documentation with respect to such sale or other disposition).


 


“Securities
Act”  means the
Securities Act of 1933, as amended, or any successor federal law then in force.


 


7

















 


“Shareholders’ Agreement”  means the Shareholders’ Agreement, dated as of November 10,
2006, among the Company and certain shareholders of the Company, as amended,
modified or supplemented from time to time.


 


“Shares”  means all shares of Class A
Common Stock and Class B Common Stock, whenever issued, including all
shares of Class A Common Stock and Class B Common Stock issued upon
the exercise, conversion or exchange of any Convertible Securities.


 


“Subsidiary”  or “Subsidiaries”  of any Person means any
corporation, partnership, joint venture or other legal entity of which such
Person (either alone or through or together with any other Person), owns,
directly or indirectly, 50% or more of the stock or other equity interests
which are generally entitled to vote for the election of the board of directors
or other governing body of such corporation or other legal entity.


 


“Transfer”  means the sale, transfer,
assignment, pledge or other disposal (whether with or without consideration and
whether voluntarily or involuntarily or by operation of law) of any Restricted
Shares.


 


10.          Adjustment
of Shares.


 


In the event of a Recapitalization, the terms
of this Agreement (including, without limitation, the number and kind of shares
of Class A Common Stock subject to this award) shall be adjusted as set
forth in Section 13(a) of the Plan. In the event that the
Company is a party to a merger or consolidation, this award shall be subject to
the agreement of merger or consolidation, as provided in Section 13(b) of
the Plan.


 


11.          Related Agreements.   Simultaneously with the execution and
delivery of this Agreement, the  Executive shall
execute and deliver the Non-Competition and a Joinder Agreement.


 


12.          General Provisions.


 


(a)           Severability.   It is the desire and intent of the parties hereto
that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any particular provision of this
Agreement shall be adjudicated by a court of competent jurisdiction to be
invalid, prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of
this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction. Notwithstanding the foregoing, if such provision could
be more narrowly drawn so as not to be invalid, prohibited or unenforceable in
such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn,
without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


(b)           Entire Agreement.   This Agreement, the Plan, the Joinder
Agreement and the Shareholders’ Agreement embody the complete agreement and
understanding among the parties hereto with respect to the subject matter
hereof and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.


 


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


 


8

















 


(d)           Successors and Assigns.   Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Executive, the Company, and their respective successors, permitted assigns,
heirs, representative and estate, as the case may be (including subsequent
holders of Restricted Shares); provided that the rights and obligations of the
Executive under this Agreement shall not be assignable except in connection
with a permitted transfer of Restricted Shares hereunder and under the
Shareholders’ Agreement.


 


(e)           Governing Law.   THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTS
PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE, OR ANY OTHER
JURISDICTION), THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF DELAWARE TO BE APPLIED.


 


(f)            Jurisdiction and Venue.   SUBJECT TO THE TERMS OF THIS AGREEMENT, THE
PARTIES AGREE THAT ANY AND ALL ACTIONS ARISING UNDER OR IN RESPECT OF THIS
AGREEMENT SHALL BE LITIGATED IN THE FEDERAL OR STATE COURTS IN DELAWARE. BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL
JURISDICTION OF SUCH COURTS FOR ITSELF, HIMSELF, OR HERSELF AND IN RESPECT OF
ITS, HIS PROPERTY WITH RESPECT TO SUCH ACTION. EACH PARTY AGREES THAT VENUE
WOULD BE PROPER IN ANY OF SUCH COURTS, AND HEREBY WAIVES ANY OBJECTION THAT ANY
SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH
ACTION.


 


(g)           Remedies.   Each of the parties to this Agreement and any
such Person granted rights hereunder whether or not such Person is a signatory
hereto shall be entitled to enforce its rights under this Agreement
specifically to recover damages and costs (including reasonable attorney’s
fees) for any breach of any provision of this Agreement and to exercise all
other rights existing in its favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party and any such Person granted
rights hereunder whether or not such Person is a signatory hereto may in its
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance and/or other injunctive relief (without posting any
bond or deposit) in order to enforce or prevent any violations of the
provisions of this Agreement.


 


(h)           Amendment and Waiver.   The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company and the
Executive and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall be construed as a waiver of such provisions
or affect the validity, binding effect or enforceability of this Agreement or
any provision hereof; provided that
the Company may amend or modify the Agreement without the Executive’s consent
in accordance with the provisions of the Plan (including, without limitation,
the provisions in Sections 13(b), 15(c) and 16(e) of the Plan) or as
otherwise set forth in this Agreement.


 


(i)            Notices.   Any notice provided for in this Agreement
must be in writing and must be either personally delivered, transmitted via
facsimile, mailed by first class mail (postage prepaid and return receipt
requested) or sent by reputable overnight courier service (charges prepaid) to
the recipient at the address below indicated or at such other address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party. Notices will be deemed to have been given
hereunder and received when delivered personally, when received if transmitted
via facsimile, five (5) days after deposit in the U.S. mail and one (1) day
after deposit with a reputable overnight courier service.


 


If to the Company, to:


 


9

















 


GPS
CCMP Acquisition Corp. 

c/o CCMP Capital Advisors, LLC 

245 Park Avenue, 16th Floor 

New York, NY 10167


Attention:
Stephen Murray


 


If
to the Executive, to the Executive at his most recent address
in the Company’s records.


 


(j)            Business Days.   If any time period for giving notice or taking
action hereunder expires on a day which is a Saturday, Sunday or holiday in the
state in which the Company’s chief executive office is located, the time period
for giving notice or taking action shall be automatically extended to the
business day immediately following such Saturday, Sunday or holiday.


 


(k)           Survival of Representations,
Warranties and Agreements.   All representations, warranties and agreements
contained herein shall survive the consummation of the transactions
contemplated hereby and the termination of this Agreement indefinitely.


 


(l)            Recapitalization, Exchange,
Etc. Affecting the Company’s Shares.   The
provisions of this Agreement shall apply, to the full extent set forth herein,
with respect to any and all Shares of the Company or any successor or assign of
the Company (whether by merger, consolidation, sale of assets, conversion to a
corporation or otherwise) that may be issued in respect of, in exchange for, or
in substitution of, the Shares of the Company and shall be appropriately
adjusted for any dividends, splits, reverse splits, combinations,
recapitalizations, and the like occurring after the date hereof.


 


(m)          Descriptive Headings.   The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.


 


(n)           Construction.   Where specific language is used to clarify by
example a general statement contained herein, such specific language shall not
be deemed to modify, limit or restrict in any manner the construction of the general
statement to which it relates. The language used in this Agreement shall be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction shall be applied against any party.


 


(o)           WAIVER OF JURY TRIAL.   EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


(p)           Nouns and Pronouns.   Whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice versa.


 


(q)           Plan; Shareholders’
Agreement; Counsel.   The
Executive acknowledges and understands that material definitions and provisions
concerning the Restricted Shares and the Executive’s rights and obligations
with respect thereto are set forth in the Plan and the Shareholders’ Agreement.
The Executive has had the opportunity to retain counsel, and has read
carefully, and understands, the provisions of such documents. The Executive has
had the opportunity to seek legal advice from such counsel on this Agreement
and the transactions contemplated hereby.


 


(r)            Non-Qualified Deferred
Compensation.   The parties
acknowledge and agree that, to the extent applicable, this Agreement shall be
interpreted in accordance with Section 409A of the Code and Department of
Treasury regulations and other interpretive guidance issued thereunder,
including without


 


10

















 


limitation
any such regulations or other guidance that may he issued after the Effective
Date. Notwithstanding any provision of this Agreement to the contrary, in the
event that the Company determines that any amounts payable hereunder will be
immediately taxable to the Executive or the Executive under Section 409A
of the Code and related Department of Treasury guidance, the Company may (a) adopt
such amendments to this Agreement and appropriate policies and procedures,
including amendments and policies with retroactive effect, that the Company
determines necessary or appropriate to preserve the intended tax treatment of
the benefits provided by this Agreement and/or (b) take such other actions
as the Company determines necessary or appropriate to comply with the
requirements of Section 409A of the Code and related Department of
Treasury guidance, including such Department of Treasury guidance and other
interpretive materials as may be issued after the Effective Date.


 


[SIGNATURE PAGE FOLLOWS]


 


11

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Restricted Stock Agreement as of the date first written above.


 


 


	
   

  	
  THE
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GPS
  CCMP ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Aaron P. Jagdfeld

  
	
   

  	
   

  	
  Name:

  	
  Aaron P. Jagdfeld

  
	
   

  	
   

  	
  Title

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Clement Feng

  
	
   

  	
  CLEMENT
  FENG

  



 


12