Ply Gem Industries, Inc.
Ply
Gem Industries, Inc.
000
Xxxx Xxxxx Xxxxxx
Kearney,
Missouri 64060
September
25, 2006
Xxxx
Xxxxxxxxxx
0000
Xxxxxx Xxxx
Salem,
VA 24153
Re: Special
2006 Cash Bonus Award
Dear
Xx.
Xxxxxxxxxx:
Ply
Gem
Industries, Inc. (the “Company”) has decided to provide you with a special cash
bonus award in respect of fiscal 2006 that will both reward your historical
service to the Company and its subsidiaries and provide you with an incentive
for continued service. This letter agreement sets forth the terms and conditions
of the payment by the Company to you of this special bonus.
Bonus
Award
On
January 31, 2007, the Company shall pay you a one-time, lump-sum cash bonus
equal to $90,000 (“the “Bonus”), subject to your continued employment with the
Company through that date; however, the requirement of being employed on
January 31, 2007 shall be waived if, before such date, you either die in
service or your employment is terminated without “Cause” (as defined in the Ply
Gem Prime Holdings, Inc. Amended and Restated Phantom Stock Plan), in either
of
which cases you shall be entitled to receive the Bonus as soon as reasonably
practicable following the date of such death or termination.
General
Nothing
in this letter agreement shall limit your right to participate in or receive
compensation, including any bonuses or equity-based compensation awards, under
any compensation or other employee benefit plan, program, policy or arrangement
of the Company or its parents or subsidiaries, including any annual or quarterly
bonuses in respect of 2006.
The
terms
of this letter agreement may not be amended or modified other than by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.
This
letter agreement may be executed in counterparts, each of which shall constitute
an original, but all of which taken together shall constitute one and the same
agreement.
This
letter agreement shall be governed by and construed in accordance with the
laws
of the State of New York, without regard to conflicts of laws principles which
could cause the laws of another jurisdiction to apply.
The
Company may withhold from the Bonus such federal, state and local income and
employment taxes as may be required to be withheld pursuant to any applicable
law or regulation.
This
letter agreement contains the sole and entire agreement between the parties
with
respect to the subject matter hereof. The parties acknowledge that any
statements or representations that may have been made heretofore regarding
the
terms and matters dealt with in this letter agreement are void and have no
effect and that neither party has relied thereon.
Your
rights to the Bonus may not be assigned, transferred, pledged or otherwise
alienated, other than by will or the laws of descent and
distribution.
Nothing
in this letter agreement shall be deemed to entitle you to continued employment
with the Company.
Any
dispute in connection with, arising out of or asserting breach of this letter
agreement shall be exclusively resolved by binding arbitration. Such dispute
shall be submitted to arbitration in New York, before a panel of three neutral
arbitrators in accordance with the Commercial Rules of the American Arbitration
Association then in effect, and the determination of the arbitrators resulting
from any such submission shall be final and binding upon the parties hereto.
Judgment upon any arbitration award may be entered in any court of competent
jurisdiction.
Kindly
sign this letter agreement in the space indicated below at which time this
letter agreement shall become a binding agreement between you and the Company,
enforceable in accordance with its terms.
Ply
Gem
Industries, Inc.
By:
___________________________
Name:
Xxxxx X. Xxx
Title:
Chief Financial Officer
Accepted
and Agreed to:
By:
__________________________
Xxxx
Xxxxxxxxxx
