Masonite International Corp Sample Contracts

AND
Combination Agreement • February 22nd, 2005 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Ontario
AutoNDA by SimpleDocs
EMPLOYMENT AGREEMENT
Employment 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”).

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION 2012 EQUITY INCENTIVE PLAN FOR UNITED STATES EMPLOYEES
Restricted 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 STATES
Restricted Stock Unit Agreement • May 18th, 2021 • 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 EXECUTIVES
Stock 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

AGREEMENT AND PLAN OF MERGER dated as of December 17, 2023 among PGT INNOVATIONS, INC., MASONITE INTERNATIONAL CORPORATION and PEACH ACQUISITION, INC.
Agreement and Plan of Merger • 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”).

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE INTERNATIONAL CORPORATION UNITED STATES
Performance 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 DIRECTORS
Restricted 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 STATES
Performance 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 STATES
Stock 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 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...
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

CONSULTING AGREEMENT
Consulting 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 AGREEMENT
Warrant 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...
Masonite International Corp • February 6th, 2019 • 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 AGREEMENT
Canadian 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 AGREEMENT
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 AGREEMENT
Credit 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

AMENDMENT NO. 1 TO U.S. GUARANTY
Masonite International Corp • August 19th, 2013 • 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 AGREEMENT
Restricted 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.

CANADIAN GUARANTEE dated as of May 17, 2011 among MASONITE INTERNATIONAL CORPORATION and MASONITE INC. and THE CANADIAN SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
Masonite International Corp • August 19th, 2013 • Millwood, veneer, plywood, & structural wood members • British Columbia

CANADIAN GUARANTEE dated as of May 17, 2011 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”) among MASONITE INTERNATIONAL CORPORATION, a British Columbia corporation (the “Parent Borrower”), MASONITE INC., a British Columbia corporation (“Holdings”) and the CANADIAN SUBSIDIARY GUARANTORS from time to time party hereto and WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent for the benefit of the Secured Parties referred to herein.

AutoNDA by SimpleDocs
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 AGREEMENT
Restricted 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.

OWENS CORNING as the Parent and MT ACQUISITION CO ULC as the Purchaser and MASONITE INTERNATIONAL CORPORATION as the Company ARRANGEMENT AGREEMENT February 8, 2024
Arrangement Agreement • February 9th, 2024 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
Guarantee and Debenture
Masonite International Corp • February 6th, 2019 • Millwood, veneer, plywood, & structural wood members
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MASONITE WORLDWIDE HOLDINGS INC. 2009 EQUITY INCENTIVE PLAN FOR DIRECTORS
Restricted 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

THIS SECOND SUPPLEMENTAL INDENTURE dated as of the 6th day of February, 2014 (the “Second Supplemental Indenture”) BETWEEN:
Second Supplemental • 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.
Masonite International Corp • March 7th, 2005 • 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:
Masonite International Corp • January 19th, 2005 • 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, 2017
Employment 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”)

December 22, 2004 Kohlberg Kravis Roberts & Co., L.P. 9 West 57th Street New York, New York 10019 Attention: Scott Nuttall Dear Sirs:
Masonite International Corp • January 19th, 2005 • 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.

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND FACILITY INCREASE AMENDMENT
Credit Agreement • November 3rd, 2022 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND FACILITY INCREASE AMENDMENT, dated as of October 28, 2022 (this “Amendment No. 3”), 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”), 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”), Premdor Crosby Limited, a limited company incorporated in England and Wales (the “Lead U.K. Borrower”) and Door-Stop International Limited, a limited company incorporated in England and Wales (“Door-Stop” and, together with the

OMNIBUS AMENDMENT TO MASONITE INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AGREEMENTS, PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTS, AND STOCK APPRECIATION RIGHTS AGREEMENTS
Restricted Stock Unit Agreement • February 27th, 2018 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members

THIS OMNIBUS AMENDMENT TO MASONITE INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AGREEMENTS, PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTS, AND STOCK APPRECIATION RIGHTS AGREEMENTS (this “Amendment”), is made effective as of December 31, 2017, by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and Gail N. Auerbach (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the applicable Award Agreement (as defined below).

December 22, 2004 Kohlberg Kravis Roberts & Co., L.P. 9 West 57th Street New York, New York 10019 Attention: Scott Nuttall Dear Sirs:
Masonite International Corp • January 19th, 2005 • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.