International Aluminum Corp Sample Contracts

Agreement of Joint Filing
International Aluminum Corp • January 20th, 2005 • Metal doors, sash, frames, moldings & trim

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • September 12th, 2006 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim • California

This Change of Control Agreement is entered into as September 8, 2006, by and between International Aluminum Corporation, a California corporation (the “Company”), and Mitchell K. Fogelman (the “Executive”), with reference to the following:

SUPPORT AGREEMENT
Support Agreement • January 16th, 2007 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim • California

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 9, 2007, by and among IAC Holding Co., a Delaware corporation (“Parent”), IAL Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), and Cornelius C. Vanderstar, individually and as Co-trustee of the Vanderstar Family Trust (“Shareholder”).

AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 7th, 2007 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim • California

Now, on this 13th day of November 2006, the Change of Control Agreement dated September 8, 2006, between International Aluminum Corporation, a California corporation, and Mitchell K. Fogelman is hereby amended as follows:

LABOR AGREEMENT By and between UNITED STATES ALUMINUM CORPORATION and INTERNATIONAL BROTHERHOOD OF TEAMSTERS LOCAL UNION #986 Effective: December 5, 2004 through December 8, 2007
Labor Agreement • September 12th, 2006 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim

THIS AGREEMENT is made and entered into this 9th day of December, 2004, between UNITED STATES ALUMINUM CORPORATION, hereinafter referred to as the Company and MISCELLANEOUS WAREHOUSEMEN, DRIVERS AND HELPERS UNION, LOCAL #986, an affiliate of the International Brotherhood of Teamsters, hereinafter referred to as the Union.

COLLECTIVE BARGAINING AGREEMENT
International Aluminum Corp • September 12th, 2006 • Metal doors, sash, frames, moldings & trim

Agreement is made and entered into this 27th day of March, 2006, by and between International Extrusion Corporation-Texas (hereafter referred to as the “Company”) and Teamster Local 19, Airline, Aerospace and Allied Employees, Affiliated with the International Brotherhood of Teamsters, (hereafter referred to as the “Union”).

Agreement of Joint Filing
International Aluminum Corp • October 26th, 2006 • Metal doors, sash, frames, moldings & trim

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

AGREEMENT AND PLAN OF MERGER dated as of JANUARY 9, 2007 among INTERNATIONAL ALUMINUM CORPORATION,
Agreement and Plan of Merger • January 10th, 2007 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim • California

AGREEMENT AND PLAN OF MERGER (this “Agreement”) entered into as of January 9, 2007, by and among INTERNATIONAL ALUMINUM CORPORATION, a California corporation (the “Company”), IAC HOLDING CO., a Delaware corporation (“Parent”), and IAL ACQUISITION CO., a California corporation (“Merger Subsidiary”).

INTERNATIONAL ALUMINUM CORPORATION 2001 STOCK OPTION PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • November 20th, 2006 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim

This Stock Option Agreement (this “Agreement”) is executed and delivered as of , 200 by and between International Aluminum Corporation, a California corporation (the “Company”), and the Optionee. The Optionee and the Company hereby agree as follows:

COLLECTIVE BARGAINING AGREEMENT BETWEEN GLAZIERS ARCHITECTURAL METAL GLASS WORKERS LOCAL 1621 AND INTERNATIONAL WINDOW NORTHERN CALIFORNIA Effective March 1, 2005 – February 28, 2008
International Aluminum Corp • September 12th, 2006 • Metal doors, sash, frames, moldings & trim

This Agreement is made and entered into this 1st day of March 2005 by and between International Window - Northern California (hereinafter referred to as the “Company”) and Glaziers Architectural Metal And Glass Workers Union, Local 1621 (hereinafter referred to as the “Union”).

COLLECTIVE BARGAINING AGREEMENT
Agreement • September 12th, 2006 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim

THIS AGREEMENT is made and entered into this 21st day of July, 2005, and effective as of the 5th day of June, 2005 by and between INTERNATIONAL WINDOW ARIZONA, INC. located at 2500 East Chambers Street, Phoenix, Arizona 85040 hereinafter called the “Company” and the INDUSTRIAL CARPENTERS LOCAL UNION NO. 2093, represented by SOUTHWEST REGIONAL COUNCIL OF CARPENTERS, hereinafter known as the “Union”.

November 1, 2005 – October 31, 2008 Labor Agreement Between INTERNATIONAL EXTRUSTION CORP. and CABINET MAKERS, MILLMEN AND INDUSTRIAL CARPENTERS LOCAL 721 AFFILIATED WITH THE UNITED BROTHERHOOD OF CARPENTERS AND JOINERS OF AMERICA
Agreement • September 12th, 2006 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim

THIS AGREEMENT is made and entered into this 1st day of November, 2005, between INTERNATIONAL EXTRUSION CORPORATION, located at 1000 Meridian Avenue, Alhambra, California, hereinafter called “Company” or the “Employer”: and the SOUTHWEST REGIONAL COUNCIL OF CARPENTERS AND JOINERS OF AMERICA, AND CABINET MAKERS AND MILLMEN LOCAL 721, hereinafter known as the “Union”.

AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 7th, 2007 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim • California

Now, on this 13th day of November 2006, the Change of Control Agreement dated September 8, 2006, between International Aluminum Corporation, a California corporation, and William G. Gainer is hereby amended as follows:

20,000,000.00 Beverly Hills, California
International Aluminum Corp • September 12th, 2006 • Metal doors, sash, frames, moldings & trim

On October 25, 2006 (“Termination Date”), International Aluminum Corporation, a California corporation (“Borrower”), promises to pay to the order of City National Bank, a national banking association (“CNB”), at its office in this city, in United States Dollars and in immediately available funds, the principal sum of Twenty Million and 00/100 Dollars ($20,000,000.00) (“Revolving Credit Commitment”) or so much thereof as may be advanced and then outstanding, plus interest on the unpaid balance, until fully repaid, at a rate computed on the basis of a 360-day year, actual days elapsed, at the rates, times and in accordance with the terms set forth below.

AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 7th, 2007 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim • California

Now, on this 13th day of November 2006, the Change of Control Agreement dated September 8, 2006, between International Aluminum Corporation, a California corporation, and Michael J. Norring is hereby amended as follows:

AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 7th, 2007 • International Aluminum Corp • Metal doors, sash, frames, moldings & trim • California

Now, on this 13th day of November 2006, the Change of Control Agreement dated September 8, 2006, between International Aluminum Corporation, a California corporation, and Ronald L. Rudy is hereby amended as follows:

Agreement of Joint Filing
International Aluminum Corp • June 14th, 2006 • Metal doors, sash, frames, moldings & trim

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

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