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.
1
(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