EX-10.5





 Exhibit 10.5 

MASTERBRAND, INC. 

ANNUAL EXECUTIVE 

INCENTIVE COMPENSATION PLAN 

ARTICLE I 
 GENERAL

 SECTION 1.1 Purpose. The purpose of this Annual Executive Incentive Compensation Plan (the “Plan”) is to advance the interests of
the stockholders of MasterBrand, Inc. (the “Company”) by providing performance-based incentives to senior executives of the Company. 
 SECTION
1.2 Definitions.  
  

	(a)	 “Award” means a right, contingent upon the attainment of specified Performance Measures within a
specified Performance Period, to receive payment in cash of a specified amount, subject to the Committee’s discretion pursuant to Section 2.2(a) of the Plan. 



 

	(b)	 “Board of Directors” means the Board of Directors of the Company. 



 

	(c)	 “Code” means the Internal Revenue Code of 1986, as amended. 



 

	(d)	 “Committee” means the Compensation Committee of the Board of Directors. 



 

	(e)	 “Participant” means each senior executive of the Company or its subsidiaries designated by the
Committee to participate in the Plan, in any event to include those individuals designated as “named executive officers” in the Company’s proxy statement for the year prior to the start of a Performance Period. 



 

	(f)	 “Performance Measures” means the criteria and objectives, established by the Committee, which may
include one or more of the following corporate-wide or subsidiary, division, joint venture, operating unit or individual measures: (i) net earnings; (ii) operating earnings or income; (iii) earnings growth; (iv) net income;
(v) net income applicable to shares; (vi) gross revenue or revenue by pre-defined business segment; (vii) ratio of operating expenses to operating revenues; (viii) margins realized on
delivered services; (ix) cash flow, including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in excess of cost of capital; (x) earnings per share; (xi) return on stockholders’
equity; (xii) stock price; (xiii) return on common stockholders’ equity; (xiv) return on capital; (xv) return on assets; (xvi) economic value added (income in excess of cost of capital); (xvii) customer satisfaction;
(xviii) cost control or expense reduction; (xix) operating company contribution; (xx) income before income taxes; (xxi) total return to stockholders, in each case, absolute or relative to peer-group comparative;
(xxii) earnings before interest, depreciation and/or amortization and (xxiii) strategic business criteria, which may consist of one or more objectives based on meeting goals relating to market penetration, geographic business expansion,
cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits, supervision of litigation and information technology, quality and quality audit scores,
acquisitions or divestitures, and such other goals as the Committee may determine whether or not listed herein, or any combination of the foregoing. Such Performance Measures may also be based upon the attainment by the Company, a subsidiary
division, joint venture or operating unit of specified levels of performance under one or more of the measures described above relative to the performance of other companies. The applicable Performance Measures may be applied on a pre- or post-tax basis and may be adjusted to include or exclude components of any performance measure, including, without limitation: extraordinary, unusual, infrequently
occurring or non-recurring items; changes in law or accounting principles; currency fluctuations; financing activities (e.g., effect on earnings per share of issuance of convertible debt securities); realized
or unrealized gains and losses on securities; expenses, charges or credits for restructuring initiatives, productivity initiatives or for impaired assets; non-cash items (e.g., amortization, depreciation or
reserves); other non-operating items; write downs of intangible assets, property, plant or 















	 	
equipment, investments in business units and securities resulting from the sale of business units; spending for acquisitions; and effects of any recapitalization, reorganization, merger,
acquisition, divestiture, consolidation, spin-off, split-off, combination, liquidation, dissolution, sale of assets, or other similar items determined by the Committee
(“Adjustment Events”). In the sole discretion of the Committee, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of any Adjustment Events. Performance goals
shall be subject to such other special rules and conditions as the Committee may establish. 

  

	(g)	 “Performance Period” means the Company’s fiscal year or such other period as determined by the
Committee. 


 SECTION 1.3 Administration of the Plan. The Plan shall be administered by the Committee; provided, however,
that the number of directors on the Committee shall not be less than two. The Committee shall, in its sole discretion, but subject to the terms of the Plan, select eligible persons for participation in the Plan and determine the form, amount and
timing of each Award to such persons, the time and conditions of payment of the Award and all other terms and conditions of the Award. The Committee may adopt its own rules of procedure, and the action of a majority of the Committee, taken at a
meeting, or taken without a meeting by unanimous written consent of the members of the Committee, shall constitute action by the Committee. The Committee shall have the power and authority to administer, construe and interpret the plan, to make
rules for carrying it out and to make changes in such rules. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties. 

ARTICLE II 
 AWARDS

 SECTION 2.1 Awards. The Committee may, in its sole discretion, make Awards to Participants with respect to each Performance Period, subject to
the terms and conditions set forth in the Plan, the Participant’s Award or resolutions adopted by the Committee. The Committee shall establish the applicable Performance Measures in writing. 

SECTION 2.2 Determination and Payment of Awards. 
  

	(a)	 For each Performance Period, promptly after the date on which all necessary financial or other information
becomes available, the Committee shall certify the degree to which the applicable Performance Measures have been attained. Notwithstanding anything in the Plan to the contrary, the Committee may, in its sole discretion, adjust the amount of a
Participant’s Award. Any adjustments so made by the Committee shall be final, conclusive and binding. 


  

	(b)	 Amounts to which Participants are entitled shall be payable in a single lump sum cash payment as promptly as
practicable after the certifications and adjustments (if any) described in this Section 2.2 have been made by the Committee; but in no event later than the later of (1) the 15th day of the third month of the calendar year following the
calendar year in which the Participant’s right to payment ceased being subject to a substantial risk of forfeiture and (2) the 15th day of the third month of the Company’s fiscal year following the Company’s fiscal year in which
the Participant’s right to payment ceased being subject to a substantial risk of forfeiture. 


 SECTION 2.3 Deferral of Payment of
Awards. At the request of a Participant, the Committee may permit, in its sole discretion, payment with respect to an Award made hereunder to be deferred pursuant to a deferral election made by the Participant. All deferrals shall be for such
periods and upon such terms as the Committee may determine in its sole discretion, subject to Code Section 409A and may include the payment of an amount equivalent to interest, at such rate or rates fixed by the Committee or based on one or
more predetermined investments selected by the Committee. 
 SECTION 2.4 Termination of Employment. A Participant whose employment terminates for any
reason other than death, disability or retirement prior to the last day of the Performance Period shall not be entitled to receive any amounts pursuant to the Award, and any Award held by such Participant with respect to such Performance Period
shall be forfeited and cancelled, except as otherwise expressly provided by pursuant to the terms of the Award or any other agreement between the Participant and the Company. If a Participant’s employment terminates before the end of a
Performance Period as a result of death, disability, or retirement, the Participant (or in the event of death, the Participant’s designated beneficiary) shall be entitled to receive an amount under the Award equal to the payment the Participant
would have received had such Participant remained employed through the last day of the 












 
Performance Period, prorated for the portion of the Performance Period during which the Participant was employed. Such prorated Award shall be paid at the time and in the manner described in
Section 2.2(b) above. If a Participant dies without a valid, written beneficiary designation on file with the Company, payments under the Plan shall be made to the Participant’s estate. For purposes of the Plan, “retirement”
shall mean either (1) termination of employment on or after attaining age 55 and completion of at least five (5) years of service with the Company or a subsidiary (provided that retirement shall not include termination of employment for
cause), or (2) retirement within the meaning of the Company’s non-qualified supplemental retirement plan; “disability” shall mean the inability to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months within the meaning of Code
Section 22(e)(3); and “cause” shall have the meaning set forth in any employment, severance or other written agreement between the Participant and the Company or its subsidiaries. 

ARTICLE III 

MISCELLANEOUS 
 SECTION 3.1 Restriction
on Transfer. No Award shall be transferable other than by will, the laws of descent and distribution. Any attempt to transfer or otherwise dispose of an Award shall be null and void. 

SECTION 3.2 Tax Withholding. The Company shall deduct from all payments made under the Plan to a Participant (or, in the event of the
Participant’s death, to the Participant’s beneficiary or estate, as applicable) any Federal, state or local taxes required by law to be withheld with respect to such payments. Participants shall be solely responsible for all other taxes
associated with the amounts payable under an Award or the Plan. 
 SECTION 3.3 Source of Payments. This Plan shall be unfunded and constitutes a an
unvested promise by the Company to make payments in accordance with the terms of the Plan. The Company shall not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments under the Plan. To
the extent any person acquires any rights to receive payments hereunder from the Company, such rights shall be no greater than those of an unsecured creditor. 

SECTION 3.4 Employment Rights and Other Benefit Programs. The provisions of the Plan shall not give any Participant any right to be retained in the
employment of the Company. In the absence of any specific agreement to the contrary, the Plan shall not affect any right of the Company, or of any affiliate of the Company, to terminate, with or without cause, any Participant’s employment at
any time. The Plan shall not replace any contract of employment between the Company and any Participant, but shall be considered a supplement thereto. The Plan is in addition to, and not in lieu of, any other employee benefit plan or program in
which any Participant may be or become eligible to participate by reason of employment with the Company. 
 SECTION 3.5 Amendment and Termination.
The Board of Directors may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part, subject to any requirement of stockholder approval required by applicable law, rule or regulation. No termination or
amendment of the Plan or an Award may, without the consent of the Participant, adversely affect the rights of a Participant with respect to an Award for which the certifications and adjustments (if any) described in Section 2.2(a) have been
determined, nor shall any amendment increase the amount payable to a Participant under an outstanding Award after the date on which the terms of the Award have been determined by the Committee pursuant to Section 2.1. 

SECTION 3.6. Governing Law. The Plan and all rights and Awards hereunder shall be construed in accordance with and governed by the laws of the State of
Delaware without giving effect to principles of conflicts of laws. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Plan shall be exclusively in the courts in the State of
Illinois, County of Cook, including the Federal Courts located therein (should Federal jurisdiction exist). 
 SECTION 3.7 Severability. If any
provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the purpose or intent of the Plan, such provision shall be stricken as to such jurisdiction, and the remainder of the Plan shall remain in full force and effect. 












 SECTION 3.8 Effective Date. The Plan shall be effective as of the date the Board approves the Plan.