EXECUTIVE SECURITIES AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

KINGPIN HOLDINGS, LLC

EXECUTIVE SECURITIES AGREEMENT

THIS EXECUTIVE SECURITIES AGREEMENT (this “ Agreement ”) is made as of February 27, 2004, by and between Kingpin Holdings, LLC, a Delaware limited liability company, (the “ Company ”), and Frederick R. Hipp (the “ Executive Securityholder ”). Certain capitalized terms used herein are defined in Section 6 hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Securityholders Agreement dated as of the date hereof (the “ Securityholders Agreement ”) by and among the Company and certain Securityholders of the Company.

The parties hereto desire to enter into this Agreement for the purposes, among others, of (i) enabling the Executive Securityholder to purchase, and the Company to sell, the Executive Securities, (ii) enabling the Company to issue Options to the Executive Securityholder, (iii) assuring continuity in the management and ownership of the Company, and (iv) limiting the manner and terms by which the Options and Executive Securities may be transferred.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Purchase and Sale of Executive Securities .

(a) Upon execution of this Agreement, the Executive Securityholder shall purchase, and the Company shall sell, 300,000 Common Units at a price of $10.00 per unit (collectively, the “ Executive Securities ,” as further defined in Section 6 hereof). The Company shall deliver to the Executive Securityholder copies of the certificates representing such Common Units, and the Executive Securityholder shall deliver to the Company a cashier’s or certified check or wire transfer of funds in the aggregate amount of $3,000,000.

(b) Until the occurrence of a Sale of the Company, all certificates evidencing the Executive Securities shall be held by the Company for the benefit of the Executive Securityholder. Upon the occurrence of a Sale of the Company, the Company will return the certificates for the Executive Securities to the record holders thereof. Upon the occurrence of a Public Offering, the Company will return to the record holders thereof certificates representing the Executive Securities.

(c) In connection with the purchase and sale of the Executive Securities, the Executive Securityholder represents and warrants that:

(i) the Executive Securities to be acquired by the Executive Securityholder pursuant to this Agreement shall be acquired for the Executive

Securityholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities laws;

(ii) the Executive Securityholder is an executive officer of the Company or a subsidiary thereof, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities;

(iii) the Executive Securityholder is able to bear the economic risk of his or her investment in the Executive Securities for an indefinite period of time. The Executive Securityholder understands that the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available;

(iv) the Executive Securityholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Executive Securities and has had full access to such other information concerning the Company as he or she has requested; and

(v) this Agreement constitutes the legal, valid and binding obligation of the Executive Securityholder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Executive Securityholder does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Executive Securityholder is a party or any judgment, order or decree to which the Executive Securityholder is subject.

(d) As an inducement to the Company to issue the Executive Securities to the Executive Securityholder hereunder, and as a condition thereto, the Executive Securityholder acknowledges and agrees that:

(i) neither the issuance of the Executive Securities to the Executive Securityholder hereunder nor any provision contained herein shall entitle the Executive Securityholder to remain in the employment of the Company or its subsidiaries or affect the right of the Company or its subsidiaries to terminate the Executive Securityholder’s employment at any time; and

(ii) neither the Company nor its subsidiaries shall have any duty or obligation to disclose to the Executive Securityholder, and the Executive Securityholder shall have no right to be advised of, any information regarding the Company or its subsidiaries at any time prior to, upon or in connection with the repurchase of the Executive Securities upon the termination of Executive Securityholder’s employment with the Company or its subsidiaries or as otherwise provided hereunder.

(e) Within 30 days after the date of hereof, the Executive Securityholder will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “ Internal Revenue Code ”) and the regulations promulgated thereunder in the form of Exhibit C attached hereto.

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(f) At the Closing, (i) the Executive Securityholder shall execute in blank ten securities transfer powers in the form of Exhibit A attached hereto (the “ Securities Powers ”) with respect to the Executive Securities and shall deliver such Securities Powers to the Company. The Securities Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquirer thereof pursuant to Section 3 below or Section 2 of the Securityholders Agreement and under no other circumstances, and (ii) the Executive Securityholder’s spouse shall execute the consent in the form of Exhibit B attached hereto.

2. Grant and Vesting of Options .

(a) Grant of Options . The Company hereby grants to the Executive Securityholder 417,526 options (the “ Options ”), each of 313,145 of which give the Executive Securityholder the right to purchase one Common Unit each at an exercise price of $10.00 per unit and each of 104,381 of which give the Executive Securityholder the right to purchase one Common Unit each at an exercise price of $20.00 per unit (as such number of units and exercise prices are equitably adjusted for any unit splits, dividends, combinations, recapitalizations, reorganizations, or other like change affecting the Common Units). Any Common Units or other securities issued or issuable upon exercise of the Options (and any securities issued with respect to any such Common Units or other securities by way of a unit split, dividend, recapitalization or any other reclassification or reorganization) are referred to herein as “ Option Units ,” and any Common Units or other securities issued upon exercise of the Options shall be considered Executive Securities for purposes of this Agreement. The Options granted to Executive are not intended to be “incentive stock options” within the meaning of Section 422 of the Code.

(b) Exercisability . The Options may be exercised only to the extent they have become finally vested hereunder. Any Options which have vested pursuant to the terms hereof are referred to herein as “ Vested Options .” All other Options are referred to herein as “ Unvested Options .”

(c) Vesting of Options .

(i) Except as otherwise provided in this Section 2(c) , the Options will become vested in accordance with the following schedule, if as of each such date, the Executive Securityholder is still employed by the Company or any of its Subsidiaries:

Upon the occurrence of a Sale of the Company, all Options which have not yet become vested shall become vested as of immediately prior to the time of such event, if as of

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immediately prior to the time of such event, the Executive Securityholder is still employed by the Company or any of its Subsidiaries.

(ii) If the Executive Securityholder’s employment with the Company terminates due to the Executive Securityholder’s death or Disability, then the Options will continue to vest as if the Executive Securityholder had continued to hold such Options and remained employed by the Company through the next succeeding anniversary date of this Agreement.

(iii) If the Executive Securityholder’s employment with the Company terminates due to the Executive Securityholder’s termination without Cause or resignation with Good Reason, in either case, more than 180 days after an anniversary date of this Agreement, then the Options will continue to vest as if the Executive Securityholder had continued to hold such Options and remained employed by the Company through the next succeeding anniversary date of this Agreement.

(d) Expiration of Options . Notwithstanding any other provision herein or any implication to the contrary, (i) all Unvested Options will automatically expire and cease to be exercisable immediately upon termination of Executive’s employment with the Company and its Subsidiaries for any reason, except as set forth in Section 2(c)(ii) and 2(c)(iii) , (ii) all Vested Options will expire and cease to be exercisable upon the earlier of (x) the date and time at which the closing of a repurchase transaction pursuant to Section 4 below occurs, (y) the end of the 30th day following termination of the Executive Securityholder’s employment with the Company and its subsidiaries for any reason other than death or Disability, and (z) one year following termination of the Executive Securityholder’s employment as a result of his death or Disability, (iii) all Vested Options will expire and cease to be exercisable immediately following a Sale of the Company if not exercised in connection therewith, and (iv) in any case, all Options (whether Vested or Unvested) shall expire upon the tenth anniversary of the date of this Agreement.

(e) Procedure for Exercise . The Executive Securityholder may exercise all or any portion of the Options, to the extent they have vested and are outstanding, at any time and from time to time prior to their expiration, by delivering to the Company written notice of such exercise (an “ Exercise Notice ”) accompanied by the aggregate applicable exercise price for the Options being exercised payable in cash or by check, or at the Executive Securityholder’s option, by authorizing the Company to withhold from issuance a number of Option Units issuable upon exercise of the Vested Options which when multiplied by the Fair Market Value of the Common Units is equal to the aggregate applicable exercise price, as the case may be, for the Vested Options being exercised, subject to compliance with all applicable tax withholding requirements. The Exercise Notice shall set forth the number of Options to be exercised, the applicable Exercise Price, and will contain a written acknowledgment that Executive has read and has been afforded an opportunity to ask questions of the Company’s management regarding all financial and other information provided to the Executive Securityholder regarding the Company and its Subsidiaries. As a condition to the exercise of the Options, the Executive Securityholder shall permit the Company to deliver to the Executive Securityholder all financial and other information regarding the Company it believes necessary to enable the Executive Securityholder to make an informed investment decision, and the Executive Securityholder shall make all

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customary investment representations (including, without limitation, regarding securities compliance) which the Company shall reasonably require.

(f) Non-transferability of Options . Options may not be Transferred other than by will or the laws of descent and distribution. During the Executive Securityholder’s lifetime, the Options may be exercised only by the Executive Securityholder or his guardian or legal representative. In the event of the Executive Securityholder’s death, the Options may be exercised only (i) by the executor or administrator of the Executive Securityholder’s estate or the person or persons to whom the Options shall pass by will or the laws of descent and distribution, and (ii) to the extent that the Executive Securityholder was entitled to exercise such Options on the date of his death or otherwise pursuant to Section 2(c)(ii) or 2(c)(iii) .

(g) Withholding Taxes . It shall be a condition of the exercise of any Option that the Executive make appropriate payment or other provision acceptable to the Company with respect to any withholding tax requirement arising from such exercise, including but not limited to any federal and state income tax and FICA and FUTA withholding. The amount of withholding tax required, if any, with respect to any Option exercise shall be determined by the appropriate financial officer of the Company, and the Executive shall furnish such information and make such representations as such officer requires to make such determination.

3. Restrictions on Transfer of Executive Securities .

(a) Transfer of Executive Securities . The holders of Executive Securities shall not sell, transfer, assign, pledge or otherwise dispose of (a “ Transfer ”) any interest in any Executive Securities, except pursuant to (i) the provisions of Section 2 of the Securityholders Agreement, (ii) an Approved Sale, (iii) the provisions of Section 3(b) hereof or (iv) the provisions of Section 4 hereof.

(b) Certain Permitted Transfers . The restrictions set forth in this Section 3 shall not apply with respect to any Transfer of Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in case of any mental incapacity or among such Person’s Family Group, or (ii) at such time as the CHS Group sells Common Units in a Public Sale, but in the case of this clause (ii) only an amount of Common Units (the “ Transfer Amount ”) equal to the number of Common Units owned by the Executive Securityholder multiplied by a fraction (the “ Transfer Fraction ”), the numerator of which is the number of Common Units sold by the CHS Group in such Public Sale and the denominator of which is the total number of Common Units held by the CHS Group prior to the Public Sale; provided that , if at the time of a Public Sale by the CHS Group, the Executive Securityholder chooses not to Transfer the Transfer Amount, the Executive Securityholder shall retain the right to Transfer an amount of Common Units at a future date equal to the number of Common Units owned by the Executive Securityholder at such future date multiplied by the Transfer Fraction; provided further that , the restrictions contained in this Section 3 will continue to be applicable to the Executive Securities after any Transfer of the type referred to in clause (i) and the transferees of such Executive Securities will agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Securities pursuant to a transfer in accordance with the provisions of this Section 3(b) is herein referred to as a “ Permitted Transferee .” Upon the transfer of Executive Securities pursuant to this Section 3(b) , the transferring Executive

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Securityholder will deliver a written notice (a “ Transfer Notice ”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

(c) Termination of Restrictions . The restrictions set forth in this Section 3 will continue with respect to each Executive Security until the earlier of (i) the date on which such Executive Security has been transferred in a Public Sale as permitted by this Section 2 , or (ii) the consummation of an Approved Sale.

(d) Legends . The certificates representing the Executive Securities will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF FEBRUARY 27, 2004, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE SECURITIES AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF FEBRUARY 27, 2004. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

4. Repurchase of Executive Securities.

(a) Repurchase of Executive Securities without Cause, etc . If Executive Securityholder’s employment with the Company terminates (the “ Termination ”) due to termination by the Company without Cause (as defined below), the Executive Securityholder’s death or Disability or the Executive Securityholder’s resignation for Good Reason, then the Company and the CHS Group shall have the right to repurchase all or a portion of the Executive Securities of such Executive Securityholder at a price equal to the greater of (i) Fair Market Value and (ii) original cost. If Executive Securityholder’s Termination is due to Executive’s resignation without Good Reason, then the Company and the CHS Group shall have the right to repurchase all or a portion of the Executive Securities of such Executive Securityholder at a price equal to Fair Market Value; provided that with respect to Option Units, the repurchase price in such circumstance shall be the lesser of (i) Fair Market Value and (ii) the Exercise Price paid therefore.

(b) Repurchase of Executive Securities for Cause . If Executive Securityholder’s Termination is due to termination by the Company for Cause, then the Company and the CHS Group shall have the right to repurchase all or a portion of the Executive Securities at a price equal to the lesser of (i) Fair Market Value and (ii) original cost.

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(c) Repurchase Procedure for the Company . The Company may elect to repurchase all or a portion of the Executive Securities (the “ Available Securities ”) after the Executive Securityholder’s employment with the Company has terminated as described in Sections 4(a) or 4 (b) (the “ Repurchase Option ”) by delivery of written notice (a “ Repurchase Notice ”) to the holders of such Executive Securities within 90 days after the date of the Termination (the “ Repurchase Notice Period ”). The Repurchase Notice shall set forth the aggregate consideration to be paid for such Available Securities and the time (not to be later than 10 days after such notice) and place for the closing of the transaction. In making their respective elections to repurchase Available Securities, the Company (and the CHS Group below) may distinguish whether they are repurchasing Option Units or other Executive Securities.

(d) Repurchase Procedure for the