0000950134-04-000925 Sample Contracts

NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 30th, 2004 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas

NCI Building Systems, Inc., a Delaware corporation (the “Company”), hereby grants to the individual whose name appears above (“Grantee”), pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the date hereof (the “Plan”), a restricted stock award (this “Award”) of shares (the “Awarded Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), effective as of the date of award as set forth above (the “Grant Date”), upon and subject to the terms and conditions set forth in this Restricted Stock Agreement (this “Agreement”) and in the Plan. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan. A copy of the Plan in effect as of the date hereof is attached hereto, the terms and conditions of which are incorporated herein by reference.

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AGREEMENT RELATING TO RETIREMENT
Agreement Relating to Retirement • January 30th, 2004 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas

This Agreement Relating to Retirement (this “Agreement”), dated January 15, 2004, but effective as of the 1st day of November, 2003, is by and between Johnie Schulte, an individual resident of the State of Texas (“Schulte”), and NCI Buildings Systems, Inc., a Delaware corporation with its principal office in the State of Texas (the “Company”), and joined herein for the limited purposes described herein by the Schulte Investment Trust (the “Trust”), Karen Rene Rosales, Trustee, and Karen Rene Rosales, individually.

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