NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 23rd, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
NCI Building Systems, Inc., a Delaware corporation (the “Company”), hereby grants to the individual whose name appears above (“Grantee”), pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the date hereof (the “Plan”), a restricted stock award (this “Award”) of shares (the “Awarded Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), effective as of the date of award as set forth above (the “Grant Date”), upon and subject to the terms and conditions set forth in this Restricted Stock Agreement (this “Agreement”) and in the Plan. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan. A copy of the Plan in effect as of the date hereof is attached hereto, the terms and conditions of which are incorporated herein by reference.
FORM OF AMENDMENT AGREEMENTForm of Amendment Agreement • December 23rd, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components
This AMENDMENT AGREEMENT (this “Agreement”) is entered into this 14th day of August, 2009, by and between (the “Executive”), NCI Building Systems, Inc. (the “Company”) and NCI Group, Inc.
AMENDMENT AGREEMENTAmendment Agreement • December 23rd, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components
This AMENDMENT AGREEMENT (this “Agreement”) is entered into this 14th day of August, 2009, by and between Norman C. Chambers (the “Executive”), NCI Building Systems, Inc. (the “Company”) and NCI Group, L.P.
FIRST AMENDMENT TO THE NCI BUILDING SYSTEMS, INC. DEFERRED COMPENSATION PLAN (Amended and Restated effective January 1, 2007)Nci Building Systems Inc • December 23rd, 2009 • Prefabricated metal buildings & components
WHEREAS, NCI Building Systems, Inc. (the “Company”) has entered into an investment agreement with Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R”), dated as of August 14, 2009 (as it may be amended from time to time, the “Investment Agreement”) pursuant to which CD&R will purchase and acquire from the Company, and the Company will issue and sell to CD&R, 250,000 shares of a newly created series of preferred stock designated the Series B Cumulative Convertible Participating Preferred Stock, par value $1.00 per share (the “Investment”);
