Form of Bonus Pool Award Agreement



 Exhibit 10.1 
 APOGEE ENTERPRISES, INC. 
 EXECUTIVE MANAGEMENT INCENTIVE PLAN 
 BONUS POOL AWARD AGREEMENT 
 Fiscal
Year 20     
 Section 1. Establishment 
 This Bonus Award Agreement (the “Agreement”) is entered into as of the              day of
                , 20    , by and between Apogee Enterprises, Inc., a Minnesota corporation (the “Company”), and
                    , an individual resident of the State of Minnesota (“Participant”). 
 Section 2. The Plan 
 The Company has established the
Apogee Enterprises, Inc., Executive Management Incentive Plan (the “Plan”) for certain executive officers. Participant has been selected by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to
be eligible to participate in the Plan. Participant hereby acknowledges receipt of a copy of the Plan. The Annual Bonus Pool Award made to Participant hereby is subject to all of the terms and conditions of the Plan, which terms and conditions are
hereby incorporated by reference herein and made a part hereof. 
 Section 3. Conditions to Participation 
 As a condition to participate in the Plan and to receive an Annual Bonus Pool Award, Participant shall execute and return to the Committee a duplicate of
this Agreement. 
 Section 4. Performance Based Award 
 (a) Performance-Based Award. The Annual Bonus Pool Award is intended to be a Performance-Based Award within the meaning of the Plan, and all of the terms and conditions of this Award shall be interpreted in
such a manner so as to qualify all compensation paid hereunder as “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). 
 (b) Bonus Pool. Not later than 90 days after the beginning of each fiscal year, the Committee will establish a bonus pool (the “Bonus
Pool”) equal to a percentage of one or more pre-established, objective Company performance factors (e.g., EBITDA, ROIC or sales) selected by the Committee for the fiscal year. The performance factors and the applicable percentage thereof
that make up the Bonus Pool for the 20     fiscal year (the “Performance Period”) are set forth in Appendix I, along with the percentage share in the Bonus Pool to be reserved as an Annual Bonus Pool Award to the
Participant for the Performance Period. 
  

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 Section 5. Earned Awards 
 Following the close of each Performance Period and prior to payment of any amount to any Participant under the Plan, the Committee must certify in writing as to the computation of the Annual Bonus Pool Award. As
provided for in the Plan, the maximum Annual Bonus Pool Award which may be awarded to the Participant pursuant to the Plan with respect to any Performance Period shall not exceed $1,500,000. 
 Section 6. Award Payments 
 On or around
May 1 following the close of the Performance Period, and following the computation of the Annual Bonus Pool Award, the Participant shall be paid in cash. The Committee shall retain sole and full discretion to reduce, in whole or in part, the
amount of any Annual Bonus Pool Award otherwise payable to the Participant under the Plan. Payment of the Annual Bonus Pool Award may be made, subject to any deferred compensation election which may be permitted pursuant to any deferred compensation
plan of the Company in which the Participant participates, at such times, with such restrictions and with such conditions as the Committee, in its sole discretion, may determine at the time of the grant of the Annual Bonus Pool Award. 
 Section 7. Termination of Employment 
 (a) If the
Participant’s employment with the Company or its subsidiaries is terminated during a Performance Period for any reason other than Disability or Retirement (as such terms are defined below) or death, the Participant shall forfeit any and all
rights under the Plan and this Agreement relating to such Performance Period. 
 (b) If the Participant’s employment with the Company or
its subsidiaries is terminated during a Performance Period as a result of Disability or Retirement (as such terms are defined below) or death, the Participant or the Participant’s beneficiary or estate shall receive a cash settlement after such
Performance Period has expired and all performance calculations have been made. Such settlement shall be computed by: 
 (i)
determining the Annual Bonus Pool Award at the end of the Performance Period that would have been earned if the Participant’s employment had continued through the Performance Period, and 
 (ii) multiplying the result in (i) by a fraction, the numerator of which is the number of full fiscal weeks in such Performance
Period that the Participant was an employee of the Company or its subsidiaries and the denominator of which is the number of full fiscal weeks comprising the Performance Period. 
 Unless the Participant has delivered to the Company a beneficiary designation in a form acceptable to the Company, the cash settlement shall be made according to the laws of descent and distribution upon the death of
the Participant. 
 (c) Disability. For purposes of this Agreement, “Disability” is as defined in the Company’s Tax
Relief Investment Plan, as amended and restated from time to time. 
  

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 (d) Retirement. For purposes of this Agreement, “Retirement” is defined as retirement at
age sixty-five. 
 Section 8. Nature of Payments 
 Any and all cash payments pursuant to any Annual Bonus Pool Award granted hereunder shall constitute special incentive payments to the Participant, and such payments shall not be taken into account in computing the
amount of the Participant’s salary or compensation for purposes of determining any pension, retirement, death or other benefits under (i) any pension, retirement, profit sharing, bonus, life insurance or other employee benefit plan of the
Company or any Affiliate or (ii) any agreement between the Company (or any Affiliate) and the Participant, except to the extent that such plan or agreement expressly provides to the contrary. 
 Section 9. Interpretations 
 This Agreement is
subject in all respects to the terms of the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this
Agreement shall be determined by the Committee, and such determination shall be final and conclusive upon all parties in interest. 
 Section 10.
Governing Law 
 This Bonus Award Agreement shall be governed by and construed in accordance with the internal laws, and not the laws of
conflicts, of the State of Minnesota. 
  

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 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first set forth
herein. 
  

			
	APOGEE ENTERPRISES, INC.
		
	By:	 	  

		 	
	Its:	 	Chair, Compensation Committee
	
	PARTICIPANT
	
	  



  

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 APPENDIX I 
 FISCAL YEAR 20     BONUS POOL AWARD OBJECTIVES AND AMOUNT 
  

			
	A. Bonus Pool
		
		 	             % of
                                         
                                         
               
	
	B. Annual Bonus Pool Award
		
		 	             % of the Bonus Pool

  

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