0001284807-12-000006 Sample Contracts

Ply Gem Industries, Inc.
Retention Agreement • March 16th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware

This letter agreement sets forth the terms and conditions of Ply Gem’s agreement to pay you the compensation under the circumstances described herein, and the parties to this letter agreement acknowledge the receipt and sufficiency of good and valuable consideration in support of this letter agreement, including the covenants and agreements set forth herein.

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PERFORMANCE UNIT AWARD AGREEMENT PLY GEM PRIME HOLDINGS, INC.
Performance Unit Award Agreement • March 16th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware

This Performance Unit Award Agreement (the “Agreement”), effective as of [__________ ___, _____] (the “Award Date”), is entered into by and between Ply Gem Prime Holdings, Inc., a Delaware corporation (the “Company”), and [______________] (the “Participant”).

RESTRICTED STOCK AWARD AGREEMENT PLY GEM PRIME HOLDINGS, INC.
Restricted Stock Award Agreement • March 16th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware

This Restricted Stock Award Agreement (the “Agreement”), effective as of [__________ ___, _____] (the “Award Date”), is entered into by and between Ply Gem Prime Holdings, Inc., a Delaware corporation (the “Company”), and [______________] (the “Participant”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of November 11, 2011, by and between Ply Gem Industries, Inc., a Delaware corporation (the “Corporation”) and Gary E. Robinette (“Robinette” and, together with the Corporation, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement.

December 13, 2011 John C. Wayne
Retention Agreement • March 16th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members
REPURCHASE AGREEMENT
Repurchase Agreement • March 16th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware

REPURCHASE AGREEMENT, dated as of November 11, 2011 (this “Agreement”), by and between Gary E. Robinette (the “Seller”) and Ply Gem Prime Holdings, Inc., a Delaware corporation (the “Company”).

RESTRICTED UNIT AWARD AGREEMENT PLY GEM PRIME HOLDINGS, INC.
Restricted Unit Award Agreement • March 16th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware

This Restricted Unit Award Agreement (the “Agreement”), effective as of [__________ ___, _____] (the “Award Date”), is entered into by and between Ply Gem Prime Holdings, Inc., a Delaware corporation (the “Company”), and [______________] (the “Participant”).

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