RESTRICTED STOCK AGREEMENT PURSUANT TO THE GSE HOLDING, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLANRestricted Stock Agreement • December 8th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GSE Holding, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the GSE Holding, Inc. 2011 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE GSE HOLDING, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLANIncentive Stock Option Agreement • December 8th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GSE Holding, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the GSE Holding, Inc. 2011 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • December 8th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of [ ], 2011, by and among (i) GSE Holding, Inc., a Delaware corporation (the “Company”), (ii) Code Hennessy & Simmons IV LP, a Delaware limited partnership (“CHS”), (iii) CHS Associates Fund IV, L.P. (“CHS Associates”) and (iv) each of the other Persons who is not a member of the CHS Group (as defined below) listed on the signature pages attached hereto or who otherwise hereafter becomes a party to this Agreement by executing a Joinder to this Agreement (each a “Minority Stockholder”). Members of the CHS Group and the Minority Stockholders are collectively referred to herein as the “Stockholders,” and are individually referred to herein as a “Stockholder.” Unless otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE GSE HOLDING, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLANNon-Qualified Stock Option Agreement • December 8th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GSE Holding, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the GSE Holding, Inc. 2011 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
