CxCIC, LLC

Exhibit 10.44

CxCIC, LLC

000 Xxxx Xxxxxx, Xxxxx 0

Xxx Xxxx, Xxx Xxxx 00000

                 , 2013

Ply Gem Industries, Inc.

0000 Xxxxxx Xxxxxxx, Xxxxx 000

Xxxx, Xxxxx Xxxxxxxx 00000

Attention: Xxxxx Xxx

Dear Sir:

We refer to the Advisory Agreement, dated as of February 12, 2004, as amended by Amendment No. 1 to Advisory Agreement, dated as of November 6, 2012 (as amended, the “Advisory Agreement”), by and between Ply Gem Industries, Inc. (the “Company”) and CxCIC, LLC (“CIC”). This letter evidences the agreement of the Company and CIC with respect to the termination of the Advisory Agreement and the consequences thereof in connection with the consummation of the initial public offering of common stock (the “IPO” and, the consummation of the IPO, the “IPO Closing”) of Ply Gem Holdings, Inc., the parent company of the Company (“Holdings”).

Upon payment by Holdings to CIC on the date hereof of an amount equal to $                    , and notwithstanding any provision to the contrary in the Advisory Agreement (including Section 4 (Termination)), all provisions of the Advisory Agreement other than Sections 7 (Indemnity and Exculpation), 8 (Assignment), 9 (Modification), 10 (Entire Agreement), 12 (Governing Law; Submission to Jurisdiction) and 13 (Counterparts) are hereby terminated, effective as of the IPO Closing.

Sincerely,
CXCIC, LLC
By:		Georgica Management LLC, its managing member
By:
		Name:		Xxxxxxxxx X. Xxxxxx
		Title:		President

Agreed to and Accepted by:

PLY GEM INDUSTRIES, INC.

By:

Name:

Title:

[Signature page to Advisory Agreement Termination Letter]