Exhibit 10.12
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of [
], 2004 (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 Restricted Stock Plan.
W I T N E S S E T H:
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 terms of the offering (the "Offering") of the shares of Common
Stock to the Purchaser and the other purchasers are set forth in a Confidential
Offering Memorandum, dated [
], 2004 (as supplemented from time to time,
the "Offering Memorandum"), a copy of which has been furnished to the Purchaser;
WHEREAS, the Purchaser desires 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 $2.37 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
1
COMPANY OR ANY SUBSIDIARY AT THE TIME SUCH COMMON STOCK IS TO BE SOLD, 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.
(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