AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 1st day of November, 2012 (the “Effective Date”), by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and Glenwood E. Coulter, Jr. an individual (the “Executive”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION 2012 EQUITY INCENTIVE PLAN FOR UNITED STATES EMPLOYEESRestricted Stock Unit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation 2012 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE MASONITE WORLDWIDE HOLDINGS INC. 2009 EQUITY INCENTIVE PLAN FOR UNITED STATES EXECUTIVESStock Appreciation Rights Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite Inc., a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION 2012 EQUITY INCENTIVE PLAN UNITED STATESPerformance Restricted Stock Unit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation’s 2012 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
CANADIAN SECURITY AGREEMENT dated as of May 17, 2011 among MASONITE INTERNATIONAL CORPORATION, as Canadian Borrower and MASONITE INC., as Canadian Guarantor and THE CANADIAN SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK,...Canadian Security Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
CANADIAN SECURITY AGREEMENT dated as of May 17, 2011 (as amended, modified or supplemented from time to time, this “Agreement”) among MASONITE INTERNATIONAL CORPORATION, a British Columbia corporation (the “Canadian Borrower”), MASONITE INC., a British Columbia corporation (the “Holdings”), and the CANADIAN SUBSIDIARY GUARANTORS from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent for the benefit of the Secured Parties referred to herein.
U.S. SECURITY AGREEMENT dated as of May 17, 2011 among MASONITE CORPORATION, THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO, And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
SECURITY AGREEMENT dated as of May 17, 2011 (as amended, modified or supplemented from time to time, this “Agreement”) among MASONITE CORPORATION, a Delaware corporation (the “Lead U.S. Borrower”), the other U.S. BORROWERS from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent for the benefit of the Secured Parties referred to herein.
WARRANT AGREEMENTWarrant Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
THIS WARRANT AGREEMENT (this “Agreement”) is made as of the 9th day of June 2009 between Masonite Worldwide Holdings Inc., a corporation continued under the laws of British Columbia (the “Company”), and Computershare Trust Company of Canada (the “Warrant Agent”). Each capitalized term used herein but not defined herein shall have the meaning ascribed to it in the Joint Plan of Reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code confirmed on May 29, 2009 (the “Plan”).
CREDIT AGREEMENT dated as of May 17, 2011 among MASONITE INC., as Holdings, MASONITE INTERNATIONAL CORPORATION, as Canadian Borrower and Parent Borrower, MASONITE CORPORATION and THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO, as U.S....Credit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
Credit Agreement (this “Agreement”) dated as of May 17, 2011 among MASONITE INC., a British Columbia corporation (“Holdings”), MASONITE INTERNATIONAL CORPORATION, a British Columbia corporation (the “Canadian Borrower” or the “Parent Borrower”), MASONITE CORPORATION, a Delaware corporation (the “Lead U.S. Borrower”), each other borrower from time to time party hereto (collectively with the Lead U.S. Borrower and the Canadian Borrower, the “Borrowers” and, individually, a “Borrower”), each lender from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and L/C Issuer, BANK OF AMERICA, N.A., as Syndication Agent, ROYAL BANK of CANADA and DEUTSCHE BANK SECURITIES INC., as Co- Documentation Agents, and WELLS FARGO CAPITAL FINANCE, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, ROYAL BANK OF CANADA and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Lead Bookrunners.
U.S. GUARANTY dated as of May 17, 2011 among MASONITE CORPORATION, THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentMasonite International Corp • August 19th, 2013 • Millwood, veneer, plywood, & structural wood members • New York
Masonite Inc., a British Columbia corporation (“Holdings”), Masonite International Corporation, a British Columbia corporation (the “Parent Borrower”) and the Lead U.S. Borrower propose to enter into a Credit Agreement dated as of May 17, 2011 (as amended, restated, amended and restated, modified or supplemented from time to time and including any agreement extending the maturity of, refinancing or otherwise amending, amending and restating or otherwise modifying or restructuring all or any portion of the obligations of Holdings or its Subsidiaries under such agreement or any successor agreement, the “Credit Agreement”) among Holdings, the Parent Borrower, the Lead U.S. Borrower, the other Borrowers from time to time party thereto, the banks and other lending institutions from time to time party thereto (each a “Revolving Credit Lender” and, collectively, the “Revolving Credit Lenders”), Wells Fargo Bank, National Association, as Administrative Agent and as an L/C Issuer (together with
AMENDMENT NO. 1 TO CANADIAN SECURITY AGREEMENTCanadian Security Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as collateral agent pursuant to the Canadian Security Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Collateral Agent”), Masonite International Corporation, a British Columbia corporation (the “Canadian Borrower”), and Les Portes Baillargeon Inc., a corporation organized under the laws of Canada (“Canadian Guarantor”).
AMENDMENT NO. 1 TO U.S. SECURITY AGREEMENTSecurity Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as collateral agent pursuant to the Security Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Collateral Agent”) Masonite Primeboard, Inc., a North Dakota corporation (“Primeboard”), Florida Made Door Co., a Florida corporation (“Florida Made”), and Masonite Corporation, a Delaware corporation (the “Lead U.S. Borrower” and, together with Primeboard and Florida Made, collectively “U.S. Borrowers” and individually each a “U.S. Borrower”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as administrative agent pursuant to the Credit Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Administrative Agent”) and as issuer of letters of credit pursuant to the Credit Agreement (in such capacity, together with its successors and assigns, “L/C Issuer”), the parties to the Credit Agreement as lenders (individually, each a “Revolving Credit Lender” and collectively, “Revolving Credit Lenders”), Masonite International Corporation, a British Columbia corporation (the “Canadian Borrower” or the “Parent Borrower”), Masonite Corporation, a Delaware corporation (the “Lead U.S. Borrower”), Masonite Primeboard, Inc., a North Dakota corporation (“Primeboard”), Florida Made Door Co., a Florida corporation (“Florida Made” and, togethe
AMENDMENT NO. 1 TO U.S. GUARANTYMasonite International Corp • August 19th, 2013 • Millwood, veneer, plywood, & structural wood members • New York
AMENDMENT NO. 1 TO U.S. GUARANTY, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as administrative agent pursuant to the Credit Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Administrative Agent”) Masonite Primeboard, Inc., a North Dakota corporation (“Primeboard”), Florida Made Door Co., a Florida corporation (“Florida Made”), and Masonite Corporation, a Delaware corporation (the “Lead U.S. Borrower” and, together with Primeboard and Florida Made, collectively “U.S. Borrowers” and individually each a “U.S. Borrower”).
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
Masonite International Corporation (the “Company”), formerly Masonite International Inc., and the Participant, as defined in the Agreement and set forth below, (collectively referred to as the “Parties”) entered into a Restricted Stock Unit Agreement dated July 5, 2011 (the “Agreement”). The parties have herein agreed to amend the Agreement to modify the vesting dates from the current date of December 31st of each year to November 1st of each year effective as of October 31, 2012.
CANADIAN GUARANTEE dated as of May 17, 2011 among MASONITE INTERNATIONAL CORPORATION and MASONITE INC. and THE CANADIAN SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentMasonite International Corp • August 19th, 2013 • Millwood, veneer, plywood, & structural wood members • British Columbia
CANADIAN GUARANTEE dated as of May 17, 2011 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”) among MASONITE INTERNATIONAL CORPORATION, a British Columbia corporation (the “Parent Borrower”), MASONITE INC., a British Columbia corporation (“Holdings”) and the CANADIAN SUBSIDIARY GUARANTORS from time to time party hereto and WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent for the benefit of the Secured Parties referred to herein.
This FIRST SUPPLEMENTAL TRUST AGREEMENT is effective as of this 21st day of June, 2011.First Supplemental Trust Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
Unless otherwise defined herein, all expressions and definitions contained in this agreement shall have the same meaning as the corresponding expressions and definitions in the Warrant Agreement.
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
Masonite International Corporation (the “Company”), formerly Masonite Worldwide Holdings Inc., and the Participant, as defined in the Agreement and set forth below, (collectively referred to as the “Parties”) entered into a Restricted Stock Unit Agreement dated December 12, 2009 (the “Agreement”). The parties have herein agreed to amend the Agreement to modify the vesting dates effective as of October 31, 2012.
AMENDMENT NO. 1 TO CANADIAN GUARANTEEMasonite International Corp • August 19th, 2013 • Millwood, veneer, plywood, & structural wood members • British Columbia
AMENDMENT NO. 1 TO CANADIAN GUARANTEE, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as administrative agent pursuant to the Credit Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Administrative Agent”), Masonite International Corporation, a British Columbia corporation (the “Canadian Borrower”), and Les Portes Baillargeon Inc., a corporation organized under the laws of Canada (“Canadian Guarantor”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among Masonite International Corporation/Corporation Internationale Masonite and Certain Shareholders of Masonite International CorporationAmended and Restated Shareholders Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
This Amended and Restated Shareholders Agreement (the “Agreement”) is made as of —, 20 , amending and restating the Shareholders Agreement made as of June 9, 2009, as amended by and among:
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
NOW THEREFORE in consideration of the sum of $1.00 now given by the Indemnified Party to the Corporation, the Indemnified Party’s agreement to become and continue as a Director or Officer of the Corporation, the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
