Exhibit 10.22(d)
SALE PARTICIPATION
AGREEMENT
June 4, 2007
To: The Person whose name is set
forth on the signature page hereof
Dear Sir or Madam:
You have entered into a Management
Stockholder’s Agreement, dated as of the date hereof (the
“ Management Stockholder’s Agreement ”),
among Valcon Acquisition Holding B.V., a private company with
limited liability incorporated under the laws of The Netherlands
(the “ Company ”), the Executive (as defined in
the Management Stockholder’s Agreement) and you relating to
(i) the granting to you by the Company of Options (as defined
in the Management Stockholder’s Agreement) to acquire
ordinary shares of the Company (the “ Common Stock
”) and (ii) the subscription by you for the Purchased
Stock (as defined in the Management Stockholder’s Agreement).
By his signature to this Agreement, the Executive agrees to be
bound hereby. The undersigned, Valcon Acquisition Holding
(Luxembourg) S.á.r.l., a private limited company
incorporated under the laws of Luxembourg (“ Luxco
”) and the majority stockholder of the Company, controlled by
investment funds associated with AlpInvest Partners, The Blackstone
Group, The Carlyle Group, Hellman & Friedman, Kohlberg
Kravis Roberts & Co. and Thomas H. Lee Partners (together
with any of its affiliates, to the extent provided for in Paragraph
8 hereof, the “ Selling Investors ”), on behalf
of the Selling Investors, hereby agrees with you as follows,
effective upon such grant of Options and acquisition of Purchased
Stock:
1. In the event that at any time any
Selling Investor proposes to sell for cash or any other
consideration any shares of Common Stock owned by it (directly or
indirectly through the sale of Units (as defined in the
Shareholders’ Agreement (the “ Shareholders’
Agreement ”) entered into by and among Luxco, Valcon
Acquisition B.V. (as defined in the Management Stockholder’s
Agreement), the Company and investors party thereto, in the form
provided to the Management Stockholder on the date hereof (subject
to any amendments thereto to which the Management Stockholder has
agreed in writing to be bound)), in any transaction other than
(i) Permitted Transfers (as defined in the Shareholders’
Agreement), (ii) a Public Offering (as defined in the
Management Stockholder’s Agreement) or (iii) a sale to
an affiliate of the Selling Investors, the Selling Investors will
notify you, the Executive, the Executive’s Estate or
Management Stockholder’s Trust (as such terms are defined in
the Management Stockholder’s Agreement, and collectively with
you, the “ Management Stockholder Entities ”),
as the case may be, in writing (a “ Notice ”) of
such proposed sale (a “ Proposed Sale ”) and the
material terms of the Proposed Sale as of the date of the Notice
(the “ Material Terms ”) promptly, and in any
event not less than fifteen (15) days prior to the
consummation of the Proposed Sale and not more than five
(5) days after the execution of the definitive agreement
relating to the Proposed Sale, if any (the “ Sale
Agreement ”). If, within ten (10) days after the
Management Stockholder Entities’ receipt of such Notice, the
Selling Investors receive from the Management Stockholder Entities
a written request (a “ Request ”) to include
Common Stock held by the Management Stockholder Entities in the
Proposed Sale (which Request shall be irrevocable unless
(a) there shall be a material adverse change in the Material
Terms or (b) otherwise mutually agreed to in writing
by
the Management Stockholder Entities and the
Selling Investor(s)), the Common Stock held by you will be so
included as provided herein; provided that only one
Request, which shall be executed by the Management Stockholder
Entities, may be delivered with respect to any Proposed Sale for
Common Stock held by the Management Stockholder Entities. Promptly
after the execution of the Sale Agreement, the Selling Investors
will furnish the Management Stockholder Entities with a copy of the
Sale Agreement, if any.
2. (a) The number of shares of
Common Stock which the Management Stockholder Entities will be
permitted to include in a Proposed Sale pursuant to a Request will
be the product of (i) the sum of the number of shares of
Common Stock then owned by the Management Stockholder Entities (and
held pursuant to the Management Stockholder’s Agreement) plus
all shares of Common Stock which you are then entitled to acquire
under any unexercised portion of the Options, to the extent such
Options are then exercisable or would become exercisable as a
result of the consummation of the Proposed Sale, multiplied by
(ii) a fraction (A) the numerator of which shall be the
aggregate number of shares of Common Stock proposed to be purchased
by the buyer in the Proposed Sale and (B) the denominator of
which shall be the total number of shares of Common Stock owned, or
which would be owned upon exercise of any exercisable Options (to
the extent any such Options are then exercisable or would become
exercisable as a result of the consummation of the Proposed Sale),
by the Selling Investors, the Management Stockholder Entities and
other holders of shares of Common Stock who have been granted the
same rights granted to the Management Stockholder Entities to
participate in the Proposed Sale (an “ Eligible Holder
”), as the case may be.
(b) If one or more Eligible Holders
elect not to include the maximum number of shares of Common Stock
which such holders would have been permitted to include in a
Proposed Sale pursuant to Paragraph 2(a) (such non-included shares,
the “ Eligible Shares ”), then each of the
Selling Investors, the Management Stockholder Entities or the
remaining Eligible Holders, or any of them, will have the right to
sell in the Proposed Sale a number of additional shares of their
Common Stock equal to their pro rata portion of the number
of Eligible Shares, based on the relative number of shares of
Common Stock then held by each such holder plus all shares of
Common Stock which each such holder would then be entitled to
acquire under any unexercised portion of the Options, to the extent
such Options are then exercisable or would become exercisable as a
result of the consummation of the Proposed Sale, and such
additional shares of Common Stock which any such holder or holders
propose to sell shall not be included in any calculation made
pursuant to Paragraph 2(a) for the purpose of determining the
number of shares of Common Stock which the Management Stockholder
Entities will be permitted to include in a Proposed
Sale.
3. Except as may otherwise be
provided herein, shares of Common Stock subject to a Request will
be included in a Proposed Sale pursuant hereto and in any
agreements with purchasers relating thereto on the same terms and
subject to the same conditions applicable to the shares of Common
Stock which the Selling Investors propose to sell in the Proposed
Sale. Such terms and conditions shall include, without limitation:
the pro rata reduction of the number of shares of Common
Stock to be sold by the Selling Investors, the Management
Stockholder Entities and any Eligible Holders to be included in the
Proposed Sale if required by the party proposing such Sale; the
sale price; the form of consideration; the payment o
