Management Equity Investment and Incentive Acknowledgement between Employee and Momentive Performance Materials Holdings Inc.
This agreement is between an employee and Momentive Performance Materials Holdings Inc., allowing the employee to purchase shares of the company's parent at a set price and receive stock options based on the number of shares purchased. The agreement requires Board approval and the signing of related documents. The employee is also subject to noncompetition and nonsolicitation rules during employment and for twelve months after leaving the company.
Exhibit 10.24
Management Equity Investment and Incentive Acknowledgement
I understand that, in connection with my new position at Momentive Performance Materials Inc. (the “Company”), an affiliate of Apollo Management VI, LP (“Apollo”), I have been given an opportunity to purchase up to $ worth of shares (collectively, the “Shares”) of common stock (the “Common Stock”) of the Company’s parent, Momentive Performance Materials Holdings Inc. (the “Parent”) at a per share price (the “Purchase Price”) equal to the greater of (i) $100 per share or (ii) the fair market value as determined by the Board of Directors of the Parent (the “Board”) under the Parent’s 2007 Long-Term Incentive Plan (such purchase opportunity is collectively referred to herein as the “Investment”) and, if I elect to make an Investment, I will be granted options (the “Options”), which will give me the right to purchase approximately times the number of Shares I purchase as part of my Investment and shall be subject to vesting as determined by the Board. I understand that the exercise price of the Options shall be equal to the Purchase Price. I understand that the dollar amount of Shares I am committing to purchase is set forth below. I further understand that the purchase and sale of the Shares shall take place no later than days after the date I am notified of the per share purchase price of the Common Stock and the per share exercise price of the Options.
I acknowledge and understand that my Investment and grant of Options are subject to Board approval and my execution of a subscription agreement, an option grant agreement and an adoption agreement substantially in the form previously delivered to me, pursuant to which I will become subject to the terms and conditions of the Parent’s securityholders agreement. I further understand and acknowledge that, as part of the Investment and my grant of Options, I will be subject to certain noncompetition and nonsolicitation covenants included in the securityholders agreement, which will apply while I am employed by the Company and for twelve months after termination of my employment with the Company.
Investment Amount:
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