NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Oregon
THIS AGREEMENT is made this 19th day of February, 2015 (the “Grant Date”) between JELD-WEN Holding, inc., an Oregon corporation (the “Company”), and First and Last Name (the “Optionee”).
AMENDMENT #1 CONSULTING AGREEMENT Between ONEX PARTNERS MANAGER LP And JELD-WEN HOLDING, INC.Consulting Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members
This first Amendment (“Amendment 1”) to the Consulting Agreement dated October 3, 2011 (“Agreement’) is entered into by the above referenced parties as of the latest signature below. Undefined terms in Amendment 1 shall be deemed to have the meanings ascribed to them in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 3, 2011, among JELD-WEN Holding, inc., an Oregon corporation (the “Company”), Onex Partners III LP, a Delaware limited partnership (“Onex”), Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc. (collectively with Onex, the “Onex Shareholders”), and the Persons listed on Schedule A attached hereto and such other stockholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof (together with the Onex Shareholders, the “Investors”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This Amendment to Registration Rights Agreement (the “Amendment”), dated as of May 31, 2016, amends the Registration Rights Agreement, dated October 3, 2011 (the “Agreement”), among JELD-WEN Holding, inc., an Oregon corporation (the “Company”), Onex Partners III, LP, a Delaware limited partnership (“Onex”), Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc., and the other parties thereto. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.
CONSULTING AGREEMENTConsulting Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members
This Consulting Agreement (the “Agreement”) is entered into as of October 3, 2011, by and between Onex Partners Manager LP, a Delaware limited partnership (the “Consultant”), and JELD-WEN Holding, inc., an Oregon corporation (the “Company”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among JELD-WEN HOLDING, INC., and ONEX PARTNERS III LP and THE OTHER INVESTORS NAMED HEREIN Dated as of July 29, 2011Stock Purchase Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2011 (the “Effective Date”), is entered into by and among Onex Partners III LP, a Delaware limited partnership (“Onex”), Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc. (collectively with Onex, the “Investors”), and JELD-WEN Holding, inc., an Oregon corporation (the “Company”), and amends and restates, in its entirety, the Stock Purchase Agreement, dated as of May 4, 2011, by and among the parties named above (the “Prior Purchase Agreement”). Capitalized terms used in this Agreement without definition shall have the meaning given to such terms in Article I hereof.
Joinder Agreement for Stock Purchase Agreement entered into in connection with the Series A Convertible Preferred Stock Offering JELD-WEN Holding, inc. shareholders date and sign below. JOINDER AGREEMENTJoinder Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members
The undersigned is executing and delivering this Joinder Agreement (this “Joinder Agreement”) pursuant to Section 6.3 of that certain Stock Purchase Agreement, dated as of August 30, 2012, by and among Onex Partners III LP, a Delaware limited partnership (“Onex”), and such Affiliates of Onex as may, from time to time, become parties to the Stock Purchase Agreement by executing and delivering a joinder to the Stock Purchase Agreement (collectively with Onex, the “Onex Investors”), JELD-WEN Holding, inc., an Oregon corporation (the “Company”), and such other parties as may, from time to time, become parties thereto in accordance with the terms thereof by executing and delivering a joinder to the Stock Purchase Agreement (collectively with the Onex Investors, the “Investors”) (the “Stock Purchase Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Stock Purchase Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of September 1, 2011, is entered into by and among Onex Partners III LP, a Delaware limited partnership (“Onex”), and JELD-WEN Holding, inc., an Oregon corporation (the “Company”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members
Pursuant to Article VI of the Amended and Restated Stock Incentive Plan (the “Plan”) of JELD-WEN Holding, inc. (the “Company”), on October 21, 2014 (the “Grant Date”) the Company authorized a grant to (the “Recipient”) of an award of restricted stock units with respect to the Company’s Common Stock (“Common Stock”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. The Company and the Recipient understand and agree that any capitalized terms used herein, if not otherwise defined, shall have the same meanings as in the Plan (the Recipient being referred to in the Plan as a Participant).
AMENDMENT TO STOCK PURCHASE AGREEMENTSStock Purchase Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This AMENDMENT TO STOCK PURCHASE AGREEMENTS (this “Amendment”), dated as of April 3, 2013, is entered into by and among Onex Partners III LP, a Delaware limited partnership (“Onex”), and JELD-WEN Holding, inc., an Oregon corporation (the “Company”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This Amendment to Registration Rights Agreement (the “Amendment”), dated as of May 31, 2016, amends the Registration Rights Agreement, dated October 3, 2011 (the “Agreement”), among JELD-WEN Holding, inc., an Oregon corporation (the “Company”), Onex Partners III, LP, a Delaware limited partnership (“Onex”), Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc., and the other parties thereto. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.
AMENDMENT TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This AMENDMENT TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of May 31, 2016, is entered into by and among Onex Partners III LP, a Delaware limited Partnership (“Onex”) and JELD-WEN Holding, inc., an Oregon corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 30, 2012 (the “Effective Date”), is entered into by and among Onex Partners III LP, a Delaware limited partnership (“Onex”), and such Affiliates of Onex as may, from time to time, become parties to this Agreement in accordance with the provisions hereof by executing and delivering a joinder to this Agreement in the form attached as Exhibit A-1 hereto (collectively with Onex, the “Onex Investors”), JELD-WEN Holding, inc., an Oregon corporation (the “Company”), and such other parties as may, from time to time, become parties to this Agreement in accordance with the provisions hereof by executing and delivering a joinder to this Agreement in the form attached as Exhibit A-2 hereto (collectively with the Onex Investors, the “Investors”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of May 31, 2016, is entered into by and among Onex Partners III LP, a Delaware limited Partnership (“Onex”) and JELD-WEN Holding, inc., an Oregon corporation (the “Company”).
