EMPLOYMENT AGREEMENT
Exhibit 10.1
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 1, 2006, by and between
ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (the “Company”), and XXXX X.
XXXXXX (the “Executive”).
W I T N E S S E T H :
WHEREAS, the Company desires to retain the services and employment of the Executive on behalf of
the Company, as Interim President and Chief Executive Officer, and the Executive desires to obtain
employment with the Company, upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good
and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, each
intending to be legally bound hereby, agree as follows:
1. Employment. On the terms and subject to the conditions set forth herein, the
Company hereby employs the Executive as Interim President and Chief Executive Officer of the
Company, and the Executive accepts such employment.
2. Performance. The Executive will perform faithfully and to the best of his ability
and will devote his business time, energy, experience and talents to the business of the Company
necessary to discharge his responsibilities hereunder (excluding periods of vacation or sick
leave).
3. Compensation and Benefits.
(a) Salary. As compensation for his services hereunder the Company shall pay the
Executive a base salary, payable in equal installments in accordance with the Company’s payroll
procedures, at an annual rate of Six Hundred Thousand Dollars ($600,000) (less applicable
deductions and withholdings).
(b) Incentive Bonus. The Executive may be eligible for an incentive compensation
bonus, at the sole discretion of the Company’s Board of Directors.
(c) Retirement, Medical, Dental and Other Benefits. The Executive shall, in
accordance with the terms and conditions of the applicable plan documents and all applicable laws,
be eligible to participate in the various medical, dental and other employee benefit plans made
available by the Company, from time to time, for its executives. As an interim executive employee,
Executive shall not be eligible to participate in the Company’s 401(k) Retirement Savings Plan.
4. Compliance with Policies and Procedures The Executive agrees to comply fully with
all policies and procedures in effect for employees, including but not limited to, all terms and
conditions set forth in any employee handbook, compliance manual and any other memoranda and
communications applicable to you pertaining to policies, procedures, rules and regulations.
5. Termination of Employment Nothing in this Agreement is intended to create a fixed
term of employment with the Company. Executive’s employment with the Company is on an at will
basis, meaning that the Company is free to terminate Executive’s employment at any time, with or
without cause, and with or without notice, and that Executive will be free to resign from
employment with the Company at any time. If the Executive’s employment is terminated by the
Company or the Executive for any reason whatsoever, the Executive will receive any salary that has
been earned but unpaid up to the date of the Executive’s termination (less applicable deductions
and withholdings). The Executive will not receive any additional payments whatsoever (whether a
severance payment, any additional salary, or otherwise).
6. General.
(a) Governing Law. The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of New York, applicable to contracts
executed and to be performed entirely within said State.
(b) Entire Agreement; Modification. This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof, supersedes all prior agreements
and undertakings, both written and oral, and may not be modified or amended in any way except in
writing by the parties hereto.
(c) Assignability. The Executive may not assign his interest or delegate his duties
under this Agreement. This Agreement is for the employment of the Executive, personally, and the
services to be rendered by him under this Agreement must be rendered by him and no other person.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company
and its successors and assigns. Without limiting the foregoing and notwithstanding anything else
in this Agreement to the contrary, the Company may assign this Agreement to, and all rights
hereunder shall inure to the benefit of, any subsidiary of the Company or any person, firm or
corporation resulting from the reorganization of the Company or succeeding to the business or
assets of the Company by purchase, merger, consolidation or otherwise.
(d) Warranty by the Executive. The Executive represents and warrants to the Company
that the Executive is not subject to any contract, agreement, judgment, order or decree of any
kind, any restrictive agreement of any character, that restricts the Executive’s ability to perform
his obligations under this Agreement or that would be breached by the Executive upon his
performance of his duties pursuant to this Agreement.
(e) Waiver. No waiver by either party hereto of any of the requirements imposed by
this Agreement on, or any breach of any condition or provision of this Agreement to be performed
by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or
condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be
express and in writing, and there shall be no waiver by conduct. Pursuit by either party of any
available remedy, either in law or in equity, or any action of any kind, does not constitute waiver
of any other remedy or action. Such remedies are cumulative and not exclusive.
(f) Counterparts. This Agreement may be executed in two or more counterparts, all of
which taken together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this
Agreement as of the day and year first written above.
| ASSOCIATED MATERIALS INCORPORATED | ||||
Date: July 3, 2006
|
By: | /s/ D. Xxxxx XxXxxxxx | ||
| D. XXXXX XxXXXXXX VICE PRESIDENT, CFO |
||||
| XXXX X. XXXXXX | ||||
| Date: July 3, 2006 | /s/ Xxxx X. Xxxxxx | |||
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