MANAGEMENT STOCK PURCHASE AGREEMENT

EXECUTION COPY
EXHIBIT 10.9

MANAGEMENT STOCK PURCHASE AGREEMENT

     This MANAGEMENT STOCK PURCHASE AGREEMENT (this “ Agreement ”), is entered into as of this 3rd day of August, 2005, by and among SOI Holdings, Inc., a Delaware corporation (the “ Company ”), and Mike Willson (the “ Executive ”).

R E C I T A L S :

      WHEREAS , Strategic Outsourcing, Inc., a Delaware corporation (“ SOI ”), a wholly-owned subsidiary of the Company and the Executive have entered into an employment agreement, dated as of August 3, 2005 (such employment agreement, as it may be amended, superceded or replaced from time to time, the “ Employment Agreement ”); and

      WHEREAS , the Board of Directors of the Company (the “ Company Board ”) has determined to sell to the Executive on the date hereof (the “ Effective Date ”) shares of Common Stock, par value $0.01 per share, of the Company (the “ Company Common Stock ”) and Preferred Stock, par value $0.01 per share, of the Company (the “ Company Preferred Stock ”), provided for herein (the “ Stock Purchase ”), such sale to be subject to the terms and conditions set forth herein.

      NOW THEREFORE , in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

     1.  Definitions . Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Employment Agreement. For purposes of this Agreement, the following terms shall have the following meanings:

     “ Fair Market Value ” shall mean (a) in the case of the Company Common Stock, (i) if the Company Common Stock is listed on a national securities exchange, the average of the highest and lowest sale prices of a share of the Company Common Stock reported as having occurred on the primary exchange with which the Company Common Stock is listed and traded on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Company Common Stock is not listed on any national securities exchange but is quoted in the Nasdaq National Market (the “ Nasdaq ”) on a last sale basis, the average between the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Company Common Stock is not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the compensation committee of the Board of Directors (the “ Committee ”), or if no such committee has yet been established, the Board of Directors, to be the fair market value based upon a good faith attempt to value the Company Common Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service; and (b) in the

case of the Company Preferred Stock, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Company Preferred Stock accurately, and computed in accordance with the applicable regulations of the Internal Revenue Service.

     “ IPO ” shall mean the first sale in an underwritten offering of the Company Common Stock pursuant to a Registration Statement on Form S-1 or otherwise under the Securities Act.

     “ SEC ” shall mean the Securities and Exchange Commission.

     “ Securities Act ” shall mean the Securities Act of 1933, as amended.

     2.  Purchase of Shares . Subject to the terms and conditions set forth in this Agreement, the Company hereby sells to the Executive, and the Executive hereby purchases from the Company, effective as of the Effective Date (which is the date hereof), 3,378.38 shares of the Company Common Stock (the “ Company Common Shares ”) for an aggregate purchase price of $2,500 (the “ Company Common Initial Value ”) and 3,375.15 shares of the Company Preferred Stock (the “ Company Preferred Shares ”) for an aggregate purchase price of $247,500 (the “ Company Preferred Initial Value ”). The Company Common Shares and the Company Preferred Shares are sometimes referred to herein as the “ Shares ,” and the Company Common Initial Value and the Company Preferred Initial Value are sometimes referred to herein as the “ Initial Values .”

     3.  Certificates . Certificates evidencing the Company Common Shares and the Company Preferred Shares shall be issued by the Company and shall be registered in the Executive’s name on the stock transfer books of the Company promptly after the date hereof.

     4.  Effect of Termination of Employment .

          (a) Upon the termination of the Executive’s employment with SOI, the Shares shall be subject to the Call Option described in Section 4(b) below and under certain circumstances to the Put Option described in Section 4(c) below.

          (b) Call Option .

          (i) Other than as set forth in the second sentence of Section 4(b)(vii), upon and following (A) a termination of the Executive’s employment by the Company for Cause or (B) the termination of the Executive’s employment for any reason (other than the Executive’s death) within one year following the date of this Agreement for any reason (or no reason), the Company shall have the right and option (the “ Call Option ”), but not the obligation, to purchase from the Executive (or his estate or permitted transferees) any or all of the shares of Company Common Stock or Company Preferred Stock, as the case may be, owned by the Executive; provided, that if the Executive is entitled to exercise his Put Right in

accordance with Section 4(c) and he does exercise his Put Right, the provisions of Section 4(c) shall govern the repurchase of Shares by the Company. The purchase price (the “ Call Price ”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purchase under this provision (the “ Called Shares ”) shall be (x) in the case of (A) a termination of the Executive’s employment by the Company for Cause or (B) the termination of the Executive’s employment for any reason (other than the Executive’s death) within one year following the date of this Agreement, the lower of the Company Common Initial Value or the Company Preferred Initial Value, as the case may be, of such Called Shares or the Fair Market Value of such Called Shares on the date of the applicable “Call Notice” (as defined below).

          (ii) The Company may exercise the Call Option by delivering or mailing to the Executive (or to his estate, if applicable), in accordance with Section 15 of this Agreement, written notice of exercise (a “ Call Notice ”). The Call Notice shall specify the date thereof, the number of Called Shares and the Call Price.

          (iii) Within ten (10) days after his receipt of the Call Notice, the Executive (or his estate) shall tender to the Company, at its principal office the certificate or certificates representing the Called Shares, duly endorsed in blank by the Executive (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Upon its receipt of such shares, the Company shall pay to the Executive the aggregate Call Price therefor, in cash or by wire transfer of immediately available funds.

          (iv) The Company will be entitled to receive customary representations and warranties from the Executive (or his estate) regarding the sale of the Called Shares pursuant to the exercise of the Call Option as may reasonably requested by the Company, including but not limited to the representation that the Executive has good and marketable title to the Called Shares to be transferred free and clear of all liens, claims and other encumbrances.

          (v) If the Company delivers a Call Notice, then from and after the time of delivery of the Call Notice, the Executive shall no longer have any rights as a holder of the Called Shares subject thereto (other than the right to receive payment of the Call Price as described above), and such Called Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Called Shares.

          (vi) Any Company Common Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of

this Agreement, including the continuation of the Company’s right to exercise the Call Option.

          (vii) This Section 4(b) is in addition to, and not in lieu of, any rights and obligations of the Executive and the Company in respect of the Shares contained in the “Stockholders Agreement” (as defined below). Notwithstanding the above, this Section 4(b) shall be ineffective as to each Company Common Share on and following an IPO or any other event which causes the Company Common Stock, or other securities for which all or substantially all of the Company Common Stock may have been exchanged, to be or become listed for trading on or over an established securities market or established trading system.

          (c) Put Right .

          (i) For a period 10 business days following the termination of the Executive’s employment with the Company by the Company without Cause within one year of the date of this Agreement, the Executive shall have the right and option (the “Put Right”), but not the obligation, to sell to the Company any or all of the shares of Company Common Stock or Company Preferred Stock, as the case may be, owned by the Executive. The purchase price (the “Put Price”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purcha