TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of [—], 2015, is by and among Fortune Brands Home & Security, Inc., a Delaware corporation (“Parent”), Tahiti Acquisition Corp., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”), and the stockholder of Norcraft Companies, Inc., a Delaware corporation (the “Company”), set forth on Schedule I attached hereto (each a “Stockholder”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER By and Among FORTUNE BRANDS HOME & SECURITY, INC., TAHITI ACQUISITION CORP. And NORCRAFT COMPANIES, INC. Dated as of March 30, 2015Agreement and Plan of Merger • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 30, 2015 (this “Agreement”), is made by and among Fortune Brands Home & Security, Inc., a Delaware corporation (“Parent”), Tahiti Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Norcraft Companies, Inc., a Delaware corporation (the “Company”).
TAX RECEIVABLE (TRIMARANCONTRIBUTION) TERMINATION AGREEMENTTermination Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members
This Tax Receivable (Trimaran Contribution) Termination Agreement (the “Agreement”) is entered into as of March 30, 2015 by and among Trimaran Fund II, L.L.C. (the “Trimaran Cabinet Representative”), Trimaran Capital, L.L.C., Trimaran Parallel Fund II, L.P., CIBC Private Equity Fund Partners and CIBC Capital Corporation (each a “Trimaran Shareholder” and collectively, with the Trimaran Cabinet Representative, the “Trimaran Shareholders”) and Norcraft Companies, Inc., a Delaware corporation (“Norcraft,” and together with the Trimaran Shareholders, the “Parties”).
March 30, 2015 John Swedeen Sioux Falls, SD 57108 Dear John:Letter Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • South Dakota
This letter agreement (this “Amendment”) confirms our agreement to amend the employment letter between you and Norcraft Companies, L.P. (the “Company”), dated as of October 21, 2003 (the “Employment Letter”). Capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Employment Letter. Except as expressly modified herein, the Employment Letter remains in full force and effect, and is binding on you and the Company in accordance with its terms.
March 30, 2015 Mark Buller East St. Paul Manitoba, R2E1B3, Canada Dear Mark:Letter Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Minnesota
This letter agreement (this “Amendment”) confirms our agreement to amend the employment letter between you and Norcraft Companies, L.P. (Holdings”), dated as of October 21, 2003 and amended as of August 17, 2004 (the “Employment Letter”). Capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Employment Letter. Except as expressly modified herein, the Employment Letter remains in full force and effect, and is binding on you and Holdings in accordance with its terms.
March 30, 2015 Simon Solomon Brown Summit, NC 27214 Dear Simon:Norcraft Companies, Inc. • March 31st, 2015 • Millwood, veneer, plywood, & structural wood members • Minnesota
Norcraft Companies, L.P. (the “Company”) is pleased to continue the employment letter between you and the Company, dated February 13, 2008 (the “Employment Letter”, a copy of which is attached hereto and labeled as EXHIBIT A and incorporated herein by reference) and to offer you severance protection in the event your employment terminates under certain circumstances, as described in more detail below. The purpose of this letter (the “Agreement”) is to confirm the terms and conditions of this opportunity, as follows:
March 30, 2015 Eric Tanquist Burnsville, MN 55337 Dear Eric:Norcraft Companies, Inc. • March 31st, 2015 • Millwood, veneer, plywood, & structural wood members • Minnesota
Norcraft Companies, L.P. (the “Company”) is pleased to offer you severance protection in the event your employment terminates under certain circumstances, as described in more detail below. The purpose of this letter (the “Agreement”) is to confirm the terms and conditions of this opportunity, as follows:
March 30, 2015 Leigh Ginter 29620 Neal Avenue Lindstrom, MN 55045 Dear Leigh:Letter Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Minnesota
This letter agreement (this “Amendment”) confirms our agreement to amend the employment letter between you and Norcraft Companies, L.P. (the “Company”), dated as of October 21, 2003 (the “Employment Letter”). Capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Employment Letter. Except as expressly modified herein, the Employment Letter remains in full force and effect, and is binding on you and the Company in accordance with its terms.
TAX RECEIVABLE (SKM CONTRIBUTION) TERMINATION AGREEMENTTax Receivable • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members
This Tax Receivable (SKM Contribution) Termination Agreement (the “Agreement”) is entered into as of March 30, 2015 by and among SKM Equity Fund III, L.P. (“SKM Norcraft Representative” or “SKM”) and Norcraft Companies, Inc., a Delaware corporation (“Norcraft,” and together with SKM, the “Parties”).
TAX RECEIVABLE (EXCHANGES) TERMINATION AGREEMENTTermination Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members
This Tax Receivable (Exchanges) Termination Agreement (the “Agreement”) is entered into as of March 30, 2015 by and among Mark Buller (the “LLC Unit Holder Representative” or a “Buller”), Herb Buller, Erna Buller, Philip Buller, David Buller, and James Buller (each a “Buller” and collectively, with the LLC Unit Holder Representative, the “ Bullers”) and Norcraft Companies, Inc., a Delaware corporation (“Norcraft,” and together with the Bullers, the “Parties”).
