0000950123-10-085745 Sample Contracts

TRANSACTION BONUS AGREEMENT
Transaction Bonus Agreement • September 13th, 2010 • Associated Materials, LLC • Plastics products, nec • Delaware

This TRANSACTION BONUS AGREEMENT (this “Agreement”) is made as of September 7, 2010, between Associated Materials, LLC, a Delaware limited liability company (the “Company”), and Warren J. Arthur (“Executive”).

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AMH HOLDINGS II, INC. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • September 13th, 2010 • Associated Materials, LLC • Plastics products, nec • New York

This Stock Option Award Agreement (this “Agreement”), dated September 7, 2010, is made between AMH Holdings II, Inc. (the “Company”) and Thomas Chieffe (the “Optionee”). All capitalized terms used herein that are not defined herein shall have the respective meanings given to such terms in the AMH Holdings II, Inc. 2004 Stock Option Plan (the “Plan”).

Agreement and Plan of Merger By and Among AMH Holdings II, Inc., Carey Investment Holdings Corp., Carey Intermediate Holdings Corp., and Carey Acquisition Corp. Dated as of September 8, 2010
Merger Agreement • September 13th, 2010 • Associated Materials, LLC • Plastics products, nec • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of September 8, 2010, by and among AMH Holdings II, Inc., a Delaware corporation (the “Company”), Carey Investment Holdings Corp., a Delaware corporation (“Buyer”), Carey Intermediate Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Intermediate”), and Carey Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Intermediate (“Merger Sub”).

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