0001362310-08-002164 Sample Contracts

270,000,000 Senior Unsecured Revolving Credit Facility CREDIT AGREEMENT dated as of April 23, 2008 among Quanex Building Products Corporation, the Guarantors party hereto, the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Credit Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals • Texas

This CREDIT AGREEMENT (this “Agreement”) is made as of April 23, 2008 by and among Quanex Building Products Corporation, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent.

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QUANEX BUILDING PRODUCTS CORPORATION EXECUTIVE PERFORMANCE STOCK AWARD AGREEMENT <<Name>> Grantee
Executive Performance Stock Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals • Delaware
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QUANEX BUILDING PRODUCTS CORPORATION EXECUTIVE [STOCK-][CASH-]SETTLED STOCK APPRECIATION RIGHT AGREEMENT <<Full Name>> Grantee
Executive Stock Appreciation Right Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals

The following terms and conditions are applicable to a stock appreciation right (a “SAR”) granted pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”) and are incorporated as part of the Stock Appreciation Right Agreement setting forth the terms of such SAR (the “Agreement”).

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QUANEX BUILDING PRODUCTS CORPORATION EMPLOYEE [STOCK-][CASH-]SETTLED PERFORMANCE UNIT AWARD AGREEMENT <<Name>> Grantee
Performance Unit Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
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QUANEX BUILDING PRODUCTS CORPORATION EMPLOYEE STOCK OPTION AGREEMENT <<Full Name>> Grantee
Employee Stock Option Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
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QUANEX BUILDING PRODUCTS CORPORATION DIRECTOR RESTRICTED STOCK AWARD AGREEMENT <<Full Name>> Grantee
Director Restricted Stock Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals

Quanex Building Products Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of shares (the “Shares”) of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), set forth above as Restricted Stock on the following terms and conditions:

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QUANEX BUILDING PRODUCTS CORPORATION EMPLOYEE [STOCK-][CASH-]SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT << Full Name>> Grantee
Restricted Stock Unit Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals

The Compensation Committee of the Board of Directors of Quanex Building Products Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of restricted stock units set forth above (the “RSUs”), on the following terms and conditions:

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QUANEX BUILDING PRODUCTS CORPORATION OTHER STOCK-BASED AWARD AGREEMENT <<Full Name>> Grantee
Other Stock-Based Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals

The Compensation Committee (the “Committee”) of the Board of Directors of Quanex Building Products Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above, that number of shares (the “Shares”) of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), set forth above. Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Plan.

Sample 1
QUANEX BUILDING PRODUCTS CORPORATION EXECUTIVE STOCK OPTION AGREEMENT <<Full Name>> Grantee
Executive Stock Option Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
Sample 1
QUANEX BUILDING PRODUCTS CORPORATION EXECUTIVE RESTRICTED STOCK AWARD AGREEMENT <<Full Name>> Grantee
Executive Restricted Stock Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
Sample 1
QUANEX BUILDING PRODUCTS CORPORATION EMPLOYEE PERFORMANCE STOCK AWARD AGREEMENT <<Name>> Grantee
Employee Performance Stock Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals • Delaware
Sample 1
QUANEX BUILDING PRODUCTS CORPORATION EXECUTIVE [STOCK-][CASH-]SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT << Full Name>> Grantee
Restricted Stock Unit Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals

The Compensation Committee of the Board of Directors of Quanex Building Products Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of restricted stock units set forth above (the “RSUs”), on the following terms and conditions:

Sample 1
QUANEX BUILDING PRODUCTS CORPORATION EMPLOYEE [STOCK-][CASH-]SETTLED STOCK APPRECIATION RIGHT AGREEMENT <<Full Name>> Grantee
Employee Stock Appreciation Right Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals

The following terms and conditions are applicable to a stock appreciation right (a “SAR”) granted pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”) and are incorporated as part of the Stock Appreciation Right Agreement setting forth the terms of such SAR (the “Agreement”).

Sample 1
QUANEX BUILDING PRODUCTS CORPORATION ANNUAL INCENTIVE AWARD AGREEMENT «Name» Grantee
Annual Incentive Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
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QUANEX BUILDING PRODUCTS CORPORATION EXECUTIVE [STOCK-][CASH]SETTLED PERFORMANCE UNIT AWARD AGREEMENT <<Name>> Grantee
Performance Unit Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
Sample 1
QUANEX BUILDING PRODUCTS CORPORATION DIRECTOR [STOCK-][CASH-]SETTLED STOCK APPRECIATION RIGHT AGREEMENT <<Full Name>> Grantee
Director Stock Appreciation Right Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals

These terms and conditions are applicable to a stock appreciation right (a “SAR”) granted pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”) and are incorporated as part of the Director Stock Appreciation Right Agreement setting forth the terms of such SAR (the “Agreement”).

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QUANEX BUILDING PRODUCTS CORPORATION INITIAL DISTRIBUTION EXECUTIVE RESTRICTED STOCK AWARD AGREEMENT <<Name>> Grantee
Restricted Stock Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
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QUANEX BUILDING PRODUCTS CORPORATION EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT <<Full Name>> Grantee
Employee Restricted Stock Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
Sample 1
QUANEX BUILDING PRODUCTS CORPORATION DIRECTOR [STOCK-][CASH]SETTLED PERFORMANCE UNIT AWARD AGREEMENT <<Name>> Grantee
Performance Unit Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
Sample 1
QUANEX BUILDING PRODUCTS CORPORATION DIRECTOR PERFORMANCE STOCK AWARD AGREEMENT <<Name>> Grantee
Director Performance Stock Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals • Delaware
Sample 1
QUANEX BUILDING PRODUCTS CORPORATION DIRECTOR [STOCK-][CASH-]SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT << Full Name>> Grantee
Restricted Stock Unit Award Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals

Quanex Building Products Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of restricted stock units set forth above (the “RSUs”), on the following terms and conditions:

Sample 1
QUANEX BUILDING PRODUCTS CORPORATION DIRECTOR STOCK OPTION AGREEMENT <<Full Name>> Grantee
Director Stock Option Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
Sample 1
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QUANEX BUILDING PRODUCTS CORPORATION INITIAL DISTRIBUTION STOCK OPTION AGREEMENT <<Full Name>> Grantee
Initial Distribution Stock Option Agreement • April 25th, 2008 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals
Sample 1
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