Ply Gem Industries, Inc.Ply Gem Holdings Inc • November 13th, 2006 • Millwood, veneer, plywood, & structural wood members
Ply Gem Prime Holdings, Inc.Ply Gem Holdings Inc • November 13th, 2006 • Millwood, veneer, plywood, & structural wood members
As you know, the Board of Directors (the “Board”) of Ply Gem Prime Holdings, Inc. (the “Company”) has determined that it is desirable to amend and shorten the lifespan of the nonqualified deferred compensation arrangement represented by your Phantom Additional Unit Award under the Ply Gem Prime Holdings, Inc. Amended and Restated Phantom Stock Plan (the “Phantom Plan”). The primary reason for this determination is the significant uncertainty regarding the proper application of new Internal Revenue Code Section 409A, particularly as applied to phantom equity arrangements of private companies. Any Section 409A compliance mistake can result in phantom equity holders having to pay substantial penalty taxes in addition to regular income taxes. (Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Phantom Plan, or, if not defined therein, in your Phantom Additional Unit Award Agreement.)
Ply Gem Prime Holdings, Inc.Ply Gem Holdings Inc • November 13th, 2006 • Millwood, veneer, plywood, & structural wood members
As you know, the Board of Directors (the “Board”) of Ply Gem Prime Holdings, Inc. (the “Company”) has determined that it is desirable to amend and shorten the lifespan of the nonqualified deferred compensation arrangement represented by your Phantom Incentive Unit Award under the Ply Gem Prime Holdings, Inc. Amended and Restated Phantom Stock Plan (the “Phantom Plan”). The primary reason for this determination is the significant uncertainty regarding the proper application of new Internal Revenue Code Section 409A, particularly as applied to phantom equity arrangements of private companies. Any Section 409A compliance mistake can result in phantom equity holders having to pay substantial penalty taxes in addition to regular income taxes. (Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Phantom Plan or, if not defined therein, in your Phantom Incentive Unit Award Agreement.)
RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • November 13th, 2006 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This Retirement and Consulting Agreement (this “Agreement”) is entered into effective as of October 13, 2006 (the “Effective Date”) by and between the “Company,” “Ply Gem Holdings,” “PIHI”, “Prime Holdings,” Lee Meyer (the “Executive”) and, for purposes of Section IID only, the Meyer Family Investment, L.P (the “Meyer Family Trust”). For purposes of this Agreement, (i) “PIHI” shall mean Ply Gem Investment Holdings, Inc., a Delaware corporation, (ii) “Ply Gem Holdings” shall mean Ply Gem Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of PIHI, (iii) “Prime Holdings” shall mean Ply Gem Prime Holdings, Inc., a Delaware corporation and parent of PIHI, and (iv) the “Company” shall mean Ply Gem Industries, Inc., a Delaware corporation and wholly-owned subsidiary of Ply Gem Holdings.
Ply Gem Industries, Inc.Ply Gem Holdings Inc • November 13th, 2006 • Millwood, veneer, plywood, & structural wood members
Ply Gem Industries, Inc. (the “Company”) has decided to provide you with a special cash bonus award in respect of fiscal 2006 that will reward your historical service to the Company and its subsidiaries. This letter agreement sets forth the terms and conditions of the payment by the Company to you of this special bonus.
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2006 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
THIS AGREEMENT is entered into on Aug 14th , 2006 (the “Execution Date”), by and between PLY GEM INDUSTRIES, INC., a Delaware corporation (“Employer”) and GARY E. ROBINETTE (“Employee”). For purposes of this Agreement, the “Companies” shall mean, collectively, Employer and any affiliates of Employer with whom Employee is employed during the Term (as defined below).
Ply Gem Prime Holdings, Inc.Ply Gem Holdings Inc • November 13th, 2006 • Millwood, veneer, plywood, & structural wood members
As you know, the Board of Directors (the “Board”) of Ply Gem Prime Holdings, Inc. (the “Company”) has determined that it is desirable to amend and shorten the lifespan of the nonqualified deferred compensation arrangement represented by your Phantom Incentive Unit Award and your Phantom Additional Unit Award under the Ply Gem Prime Holdings, Inc. Amended and Restated Phantom Stock Plan (the “Phantom Plan”). The primary reason for this determination is the significant uncertainty regarding the proper application of new Internal Revenue Code Section 409A, particularly as applied to phantom equity arrangements of private companies. Any Section 409A compliance mistake can result in phantom equity holders having to pay substantial penalty taxes in addition to regular income taxes. (Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Phantom Plan, or, if not defined therein, in the Phantom Incentive Unit Award Agreement or the Phantom Ad
