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[DIRECTORS]
AMENDMENT
TO
STOCK OPTION AGREEMENT
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The Stock Option Agreement (hereinafter referred to as the "Option
Agreement"), dated ______________, between NCI Building Systems, Inc. (the
"Company") and ___________________________________ (the "Optionee"), is hereby
amended as described below:
1. The first sentence of Section 2 of the Option
Agreement is amended to read as follows:
"The term of this option (the "Option Period") will commence
on the date of grant noted below, and will expire at 5:00
o'clock p.m. Houston time on the earlier of (i) the 30th day
after termination of Optionee's directorship with the Company
for any reason other than death, permanent disability (as
determined in the sole discretion of the Board of Directors of
the Company) or retirement at or after Normal Retirement Age;
(ii) one year after the death or permanent disability of
Optionee or the retirement of Optionee at or after Normal
Retirement Age; or (iii) the expiration date noted below."
2. The following sentence is added at the end of Section
3 of the Option Agreement:
"If the Optionee dies or becomes permanently disabled (as
determined in the sole discretion of the Board of Directors of
the Company) or retires form such employment or consulting
relationship at or after Normal Retirement Age, 100% of the
shares subject to his options will become vested and
immediately available for purchase by the Optionee, or in the
case of death of the Optionee, by the person(s) specified in
Section 7(b) of this Agreement during the Option Period."
3. In Section 4 of the Option Agreement, the phase "50%
or less of the common stock" is amended to read "50.1% or less of the
equity or voting power."
4. Section 6(b) of the Option Agreement is amended to
read as follows:
"If Optionee should die while serving as a director of the
Company, this option may be exercised by the estate of
Optionee or by a person who acquired the right to exercise
this option by bequest or inheritance or by reason of the
death of Optionee for a period of one year after the death of
Optionee."
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6. Section 6 of the Option Agreement is further amended
by adding subsection (c) as follows:
"(c) If Optionee should become permanently disabled (as
determined in the sole discretion of the Board of Directors of
the Company) or retire at or after Normal Retirement Age while
serving as a director of the Company, Optionee may exercise
this option for a period of one year after such event."
7. The Option Agreement is further amended to add the
following as a new Section 15:
"15. STOCK OPTION PLAN. This option is granted pursuant
to the NCI Nonqualified Stock Option Plan as amended from time
to time. In the event of any conflict or inconsistency
between the terms and conditions of the Plan and the terms and
conditions of this option agreement, the terms and provisions
of the Plan shall be controlling. Capitalized terms used in
this option agreement and not otherwise deferred herein shall
have the meanings set forth in the Plan."
IN WITNESS WHEREOF, the Company and Optionee have executed this
Amendment to Stock Option agreement on the date shown opposite each signature.
NCI BUILDING SYSTEMS, INC.
DATED: By:
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C.A. Xxxxxxx, Jr.
Chairman of the Board
OPTIONEE
DATED: By:
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Optionee
