Masonite International Corp Sample Contracts
ANDCombination Agreement • February 22nd, 2005 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Ontario
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2023 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of December 31, 2021 (the “Effective Date”), by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and Christopher O. Ball, an individual (the “Executive”).
AGREEMENT AND PLAN OF MERGER dated as of December 17, 2023 among PGT INNOVATIONS, INC., MASONITE INTERNATIONAL CORPORATION and PEACH ACQUISITION, INC.Merger Agreement • December 18th, 2023 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Delaware
AGREEMENT AND PLAN OF MERGER (as amended in accordance with the terms and conditions hereof, this “Agreement”) dated as of December 17, 2023, among PGT Innovations, Inc., a Delaware corporation (the “Company”), Masonite International Corporation, a British Columbia corporation (“Parent”), and Peach Acquisitions, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION 2012 EQUITY INCENTIVE PLAN FOR UNITED STATES EMPLOYEESRestricted Stock Unit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation 2012 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION UNITED STATESRestricted Stock Unit Agreement • May 7th, 2024 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation 2021 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE MASONITE WORLDWIDE HOLDINGS INC. 2009 EQUITY INCENTIVE PLAN FOR UNITED STATES EXECUTIVESStock Appreciation Rights Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite Inc., a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION UNITED STATESPerformance Restricted Stock Unit Agreement • May 9th, 2023 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation 2021 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION FOR UNITED STATES DIRECTORSRestricted Stock Unit Agreement • February 28th, 2023 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation 2021 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), which is administered by the Committee; and
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION 2012 EQUITY INCENTIVE PLAN UNITED STATESPerformance Restricted Stock Unit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation’s 2012 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION 2021 OMNIBUS INCENTIVE PLAN UNITED STATESStock Appreciation Rights Agreement • May 18th, 2021 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation 2021 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT dated as of January 31, 2019 among MASONITE INTERNATIONAL CORPORATION, as Canadian Borrower and THE CANADIAN SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL...Canadian Security Agreement • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
AMENDED AND RESTATED CANADIAN GUARANTEE dated as of January 31, 2019 among MASONITE INTERNATIONAL CORPORATION and THE CANADIAN SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCanadian Guarantee • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
CONSULTING AGREEMENTConsulting Agreement • February 27th, 2018 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective as of the 31st day of December, 2017, by and between Masonite International Corporation, a British Columbia corporation, with a place of business at 201 N. Franklin Street, Suite 300, Tampa, Florida 33602 (hereinafter referred to as the “Company”) and Gail N. Auerbach, with a mailing address at [___________________________________], (hereinafter referred to as "Consultant").
WARRANT AGREEMENTWarrant Agreement • February 27th, 2014 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
This Warrant Agreement (the “Warrant Agreement”) is being entered into as of the 1st day of July 2013 between Masonite International Corporation, a company existing under the laws of British Columbia (the “Company”) and CIBC Mellon Trust Company, a trust company existing under the laws of Canada (“CIBC Mellon”), in connection with the replacement of the Original Warrant Agent (as defined below) in the Original Warrant Agreement (as defined below) with CIBC Mellon (the “Warrant Agent”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 9, 2015 among MASONITE INTERNATIONAL CORPORATION, as Canadian Borrower and Parent Borrower, MASONITE CORPORATION and THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO, as U.S. Borrowers,...Credit Agreement • April 14th, 2015 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
SECURITY AGREEMENT dated as of May 17, 2011 (as amended, modified or supplemented from time to time, this “Agreement”) among MASONITE CORPORATION, a Delaware corporation (the “Lead U.S. Borrower”), the other U.S. BORROWERS from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent for the benefit of the Secured Parties referred to herein.
AMENDED AND RESTATED U.S. GUARANTY dated as of January 31, 2019 among MASONITE CORPORATION, THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO, THE U.S. SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, and WELLS FARGO BANK, NATIONAL...u.s. Guaranty • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
Page ARTICLE I U.S. GUARANTY 2 Section 1.01 The U.S. Guaranty. 2 Section 1.02 Guarantee Absolute; Waiver by the U.S. Guarantors. 4 Section 1.03 Payments. 8 Section 1.04 Discharge; Reinstatement in Certain Circumstances. 9 Section 1.05 Security for Guaranty. 10 Section 1.06 Agreement to Pay; Subordination of Subrogation Claims. 10 Section 1.07 Stay of Acceleration. 11 Section 1.08 No Set-Off. 11 ARTICLE II INDEMNIFICATION, SUBROGATION AND CONTRIBUTION 11 Section 2.01 Indemnity and Subrogation. 11 Section 2.02 Contribution and Subrogation. 12 ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS 12 Section 3.01 Representations and Warranties; Certain Agreements. 12 Section 3.02 Information. 12 Section 3.03 Subordination by U.S. Guarantors. 12 ARTICLE IV SET-OFF 13 Section 4.01 Right of Set-Off. 13 ARTICLE V MISCELLANEOUS 13 Section 5.01 Notices. 13 Section 5.02 Benefit of Agreement. 14 Section 5.03 No Waivers; Non-Exclusive Remedies. 14 Section
AMENDMENT NO. 1 TO CANADIAN SECURITY AGREEMENTCanadian Security Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as collateral agent pursuant to the Canadian Security Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Collateral Agent”), Masonite International Corporation, a British Columbia corporation (the “Canadian Borrower”), and Les Portes Baillargeon Inc., a corporation organized under the laws of Canada (“Canadian Guarantor”).
AMENDMENT NO. 1 TO U.S. SECURITY AGREEMENTu.s. Security Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as collateral agent pursuant to the Security Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Collateral Agent”) Masonite Primeboard, Inc., a North Dakota corporation (“Primeboard”), Florida Made Door Co., a Florida corporation (“Florida Made”), and Masonite Corporation, a Delaware corporation (the “Lead U.S. Borrower” and, together with Primeboard and Florida Made, collectively “U.S. Borrowers” and individually each a “U.S. Borrower”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as administrative agent pursuant to the Credit Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Administrative Agent”) and as issuer of letters of credit pursuant to the Credit Agreement (in such capacity, together with its successors and assigns, “L/C Issuer”), the parties to the Credit Agreement as lenders (individually, each a “Revolving Credit Lender” and collectively, “Revolving Credit Lenders”), Masonite International Corporation, a British Columbia corporation (the “Canadian Borrower” or the “Parent Borrower”), Masonite Corporation, a Delaware corporation (the “Lead U.S. Borrower”), Masonite Primeboard, Inc., a North Dakota corporation (“Primeboard”), Florida Made Door Co., a Florida corporation (“Florida Made” and, togethe
THIS EMPLOYEE ROLLOVER AGREEMENT is made March l, 2005 BETWEEN: The individual specified in Schedule 1, (the “Masonite Securityholder”)Employee Rollover Agreement • March 30th, 2005 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Ontario
AMENDMENT NO. 1 TO U.S. GUARANTYu.s. Guaranty • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
AMENDMENT NO. 1 TO U.S. GUARANTY, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as administrative agent pursuant to the Credit Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Administrative Agent”) Masonite Primeboard, Inc., a North Dakota corporation (“Primeboard”), Florida Made Door Co., a Florida corporation (“Florida Made”), and Masonite Corporation, a Delaware corporation (the “Lead U.S. Borrower” and, together with Primeboard and Florida Made, collectively “U.S. Borrowers” and individually each a “U.S. Borrower”).
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
Masonite International Corporation (the “Company”), formerly Masonite International Inc., and the Participant, as defined in the Agreement and set forth below, (collectively referred to as the “Parties”) entered into a Restricted Stock Unit Agreement dated July 5, 2011 (the “Agreement”). The parties have herein agreed to amend the Agreement to modify the vesting dates from the current date of December 31st of each year to November 1st of each year effective as of October 31, 2012.
This FIRST SUPPLEMENTAL TRUST AGREEMENT is effective as of this 21st day of June, 2011.First Supplemental Trust Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
Unless otherwise defined herein, all expressions and definitions contained in this agreement shall have the same meaning as the corresponding expressions and definitions in the Warrant Agreement.
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
Masonite International Corporation (the “Company”), formerly Masonite Worldwide Holdings Inc., and the Participant, as defined in the Agreement and set forth below, (collectively referred to as the “Parties”) entered into a Restricted Stock Unit Agreement dated December 12, 2009 (the “Agreement”). The parties have herein agreed to amend the Agreement to modify the vesting dates effective as of October 31, 2012.
AMENDMENT NO. 1 TO CANADIAN GUARANTEECanadian Guarantee • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
AMENDMENT NO. 1 TO CANADIAN GUARANTEE, dated as of December 21, 2012 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as administrative agent pursuant to the Credit Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Administrative Agent”), Masonite International Corporation, a British Columbia corporation (the “Canadian Borrower”), and Les Portes Baillargeon Inc., a corporation organized under the laws of Canada (“Canadian Guarantor”).
CREDIT AGREEMENT dated as of December 13, 2022 among MASONITE INTERNATIONAL CORPORATION, as Holdings, MASONITE CORPORATION, as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral...Credit Agreement • December 14th, 2022 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
This Credit Agreement (this “Agreement”), dated as of December 13, 2022, is among MASONITE INTERNATIONAL CORPORATION, a British Columbia corporation (“Holdings”), MASONITE CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.
U.S. SECURITY AGREEMENT dated as of May 17, 2011 among MASONITE CORPORATION, THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO, And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • August 19th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
SECURITY AGREEMENT dated as of May 17, 2011 (as amended, modified or supplemented from time to time, this “Agreement”) among MASONITE CORPORATION, a Delaware corporation (the “Lead U.S. Borrower”), the other U.S. BORROWERS from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent for the benefit of the Secured Parties referred to herein.
OWENS CORNING as the Parent and MT ACQUISITION CO ULC as the Purchaser and MASONITE INTERNATIONAL CORPORATION as the Company ARRANGEMENT AGREEMENT February 8, 2024Arrangement Agreement • February 9th, 2024 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
Guarantee and DebentureGuarantee and Debenture • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE WORLDWIDE HOLDINGS INC. 2009 EQUITY INCENTIVE PLAN FOR DIRECTORSRestricted Stock Unit Agreement • February 27th, 2013 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Florida
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite Worldwide Holdings Inc., a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED U.S. SECURITY AGREEMENT dated as of January 31, 2019 among MASONITE CORPORATION, THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO, THE U.S. GUARANTORS FROM TIME TO TIME PARTY HERETO, and WELLS FARGO BANK, NATIONAL...u.s. Security Agreement • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
Page ARTICLE I DEFINITIONS 2 Section 1.01 Terms Defined in the Credit Agreement 2 Section 1.02 Terms Defined in the UCC 2 Section 1.03 Additional Definitions 2 Section 1.04 Terms Generally 10 ARTICLE II SECURITY INTERESTS 10 Section 2.01 Grant of Security Interests 10 Section 2.02 Continuing Liability of Each U.S. Loan Party 12 Section 2.03 Security Interests Absolute 12 Section 2.04 Cash Management; Segregation of Proceeds; U.S. Cash Proceeds Account 14 Section 2.05 U.S. L/C Cash Collateral Account 16 Section 2.06 Investment of Funds in Collateral Accounts 17 ARTICLE III REPRESENTATIONS AND WARRANTIES 17 Section 3.01 Title to Collateral 17 Section 3.02 Validity, Perfection and Priority of Security Interests 18 Section 3.03 Fair Labor Standards Act 18 Section 3.04 Receivables 18 Section 3.05 Deposit Accounts and Securities Accounts 19 Section 3.06 Accounts 19 ARTICLE IV COVENANTS 19 Section 4.01 Delivery of Perfection Certificate; Initial Perfect
THIS SECOND SUPPLEMENTAL INDENTURE dated as of the 6th day of February, 2014 (the “Second Supplemental Indenture”) BETWEEN:Second Supplemental Indenture • February 27th, 2014 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
WHEREAS pursuant to a warrant agreement dated as of July 1, 2013 between the Company and CIBC Mellon Trust Company (the “Original Indenture”) provision was made for certain services to the Company;
STILE ACQUISITION CORP.Support Agreement • March 7th, 2005 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
In consideration of Stile Acquisition Corp. (“Acquisitionco”) entering into a second amended and restated combination agreement (the “Combination Agreement”) with and agreeing to participate in a plan of arrangement involving Masonite International Corporation (the “Company”), pursuant to which Acquisitionco will acquire all the outstanding shares of the Company for C$42.25 per share in cash (the “Transaction”), this support agreement (the “Agreement”) sets out the terms on which Sandler Capital Management (the “Shareholder”) undertakes to take certain actions and do certain things in respect of the Transaction.
December 22, 2004 Kohlberg Kravis Roberts & Co., L.P. 9 West 57th Street New York, New York 10019 Attention: Scott Nuttall Dear Sirs:Investment Agreement • January 19th, 2005 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
In connection with the proposed acquisition of Masonite International Corporation (the “Company”), by this letter I agree, effective as of the closing of such acquisition (the “Closing”), to purchase equity in the amount of at least US$4 million in the ultimate corporate entity acquiring the Company on terms mutually acceptable to you and me and consistent with previous discussions between you and me.
December 31, 2017Employment Agreement • February 27th, 2018 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
Re: Amended and Restated Employment Agreement Dated as of December 31, 2015 between Masonite Corporation (the “Company”) and Gail N. Auerbach (the “Employment Agreement”)