EX-10.1



 Exhibit 10.1 

NORCRAFT COMPANIES, INC. 

2013 INCENTIVE PLAN 
  

	1.	 	DEFINED TERMS 

 Exhibit A, which is incorporated by reference, defines the terms
used in the Plan and sets forth certain operational rules related to those terms. 
  

	2.	 	PURPOSE 

 The Plan has been established to advance the interests of the Company by
providing for the grant to Participants of Stock-based and other incentive Awards. 
  

	3.	 	ADMINISTRATION 

 The Administrator has discretionary authority, subject only to the
express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures relating to the Plan; and otherwise do all
things necessary or appropriate to carry out the purposes of the Plan. Any reference in the Plan or in any Award to a determination or action by the Administrator, or to the power or ability of the Administrator to make any determination or to take
any action, shall be construed as permitting the Administrator to make any such determination or to take any such action in its sole and absolute discretion. Determinations of the Administrator made under the Plan will be conclusive and will bind
all parties. 
  

	4.	 	LIMITS ON AWARDS UNDER THE PLAN 

 (a) Number of Shares. The maximum number
of shares of Stock that may be delivered in satisfaction of Awards under the Plan is [number of shares equal to 10% of the outstanding stock]. Up to the total number of shares available for awards to employee Participants may be issued in
satisfaction of ISOs, but nothing in this Section 4(a) will be construed as requiring that any, or any fixed number of, ISOs be awarded under the Plan. For purposes of this Section 4(a), the number of shares of Stock delivered in
satisfaction of Awards will be determined (i) net of shares of Stock underlying the portion of any Award that is settled in cash or the portion of any Award that expires, terminates or is forfeited prior to the issuance of Stock thereunder, and
(ii) by treating as having been delivered the full number of shares covered by any portion of an SAR that is settled in Stock (and not only the number of shares of Stock delivered in settlement) and shares of Stock withheld by the Company in
payment of the exercise price of the Award or in satisfaction of tax withholding requirements with respect to the Award. 
 (b) Type
of Shares. Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company.  

(c) Section 162(m) Limits. The following additional limits will apply to Awards of the specified type granted, or in the
case of Cash Awards, payable to any person in any calendar year: 







 (1) Stock Options: [number of shares equal to 2% of the outstanding] shares of Stock. 

(2) SARs: [number of shares equal to 2% of the outstanding] shares of Stock. 

(3) Awards other than Stock Options, SARs or Cash Awards: [number of shares equal to 2% of the outstanding] shares of Stock. 

(4) Cash Awards: $[2,000,000]. 

In applying the foregoing limits, (i) all Awards of the specified type granted to the same person in the same calendar year will be
aggregated and made subject to one limit; (ii) the limits applicable to Stock Options and SARs refer to the number of shares of Stock subject to those Awards; (iii) the share limit under clause (3) refers to the maximum number of
shares of Stock that may be delivered, or the value of which could be paid in cash or other property, under an Award or Awards of the type specified in clause (3) assuming a maximum payout; and (iv) the dollar limit under clause
(4) refers to the maximum dollar amount payable under an Award or Awards of the type specified in clause (4) assuming a maximum payout. The foregoing provisions will be construed in a manner consistent with Section 162(m), including,
without limitation, where applicable, the rules under Section 162(m) pertaining to permissible deferrals of exempt awards. 
  

	5.	 	ELIGIBILITY AND PARTICIPATION 

 The Administrator will select Participants from among key
Employees and directors of, and consultants and advisors to, the Company and its Affiliates who in the determination of the Administrator are in a position to contribute to the success of the Company and its Affiliates. Eligibility for ISOs is
limited to individuals described in the first sentence of this Section 5 who are employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424
of the Code. Eligibility for Stock Options other than ISOs is limited to individuals described in the first sentence of this Section 5 who are providing direct services on the date of grant of the Stock Option to the Company or to a subsidiary
of the Company that would be described in the first sentence of Treas. Regs. §1.409A-1(b)(5)(iii)(E). 
  

	6.	 	RULES APPLICABLE TO AWARDS 

 (a) All Awards. 

(1) Award Provisions. The Administrator will determine the terms of all Awards, subject to the limitations provided herein. By
accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant will be deemed to have agreed to the terms of the Award and the Plan. Notwithstanding any provision of this Plan to the
contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the
Administrator. 

  
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 (2) Term of Plan. No Awards may be made after ten years from the Date of Adoption,
but previously granted Awards may continue beyond that date in accordance with their terms. 
 (3) Transferability. Neither
ISOs nor, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution. During a
Participant’s lifetime, ISOs (and, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3), SARs and NSOs) may be exercised only by the Participant. The Administrator may
permit the gratuitous transfer (i.e., transfer not for value) of Awards other than ISOs, subject to such limitations as the Administrator may impose. 

(4) Vesting, etc. The Administrator will determine the time or times at which an Award will vest or become exercisable and the
terms on which a Stock Option or SAR will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax or other
consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will apply if a Participant’s Employment ceases: 

(A) Immediately upon the cessation of the Participant’s Employment and except as provided in (B) and
(C) below, each Stock Option and SAR that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate and all other Awards that are then held by the Participant or
by the Participant’s permitted transferees, if any, to the extent not already vested will be forfeited. 
 (B)
Subject to (C) and (D) below, all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then
exercisable, will remain exercisable for the lesser of (i) a period of forty-five (45) days or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this
Section 6(a)(4), and will thereupon immediately terminate. 
 (C) All Stock Options and SARs held by a
Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s employment due to his or her death or Disability, to the extent then exercisable, will remain exercisable for the
lesser of (i) twelve (12) months or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate. 

(D) For the avoidance of doubt, all Stock Options and SARs (whether or not exercisable) held by a Participant or the
Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the termination is for Cause or occurs in circumstances that in
the sole determination of the Administrator would have constituted grounds for the Participant’s Employment to be terminated for Cause. 

  
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 (5) Additional Restrictions. The Administrator may cancel, rescind, withhold or
otherwise limit or restrict any Award at any time if the Participant is not in compliance with all applicable provisions of the Award agreement and the Plan, or if the Participant breaches any agreement with the Company or its Affiliates with
respect to non-competition, non-solicitation or confidentiality. Without limiting the generality of the foregoing, the Administrator may recover Awards made under the Plan and payments under or gain in respect of any Award to the extent required to
comply with Section 10D of the Securities Exchange Act of 1934, as amended, or any stock exchange or similar rule adopted under said Section. 

(6) Taxes. The delivery, vesting and retention of Stock, cash or other property under an Award are conditioned upon full satisfaction
by the Participant of all tax withholding requirements with respect to the Award. The Administrator will prescribe such rules for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an
Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by law). 

(7) Dividend Equivalents, Etc. The Administrator may provide for the payment of amounts (on terms and subject to conditions established
by the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award whether or not the holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such
Award. Any entitlement to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in compliance with, the requirements of Section 409A. Dividends or dividend equivalent
amounts payable in respect of Awards that are subject to restrictions may be subject to such limits or restrictions as the Administrator may impose. 

(8) Rights Limited. Nothing in the Plan will be construed as giving any person the right to continued employment or service with the
Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of
Employment for any reason, even if the termination is in violation of an obligation of the Company or any Affiliate to the Participant. 

(9) Section 162(m). In the case of any Performance Award (other than a Stock Option or SAR) intended to qualify for the
performance-based compensation exception under Section 162(m), the Administrator will establish the applicable Performance Criterion or Criteria in writing no later than ninety (90) days after the commencement of the period of service to
which the performance relates (or at such earlier time as is required to qualify the Award as performance-based under Section 162(m)) and, prior to the event or occurrence (grant, vesting or payment, as the case may be) that is conditioned on
the attainment of such Performance Criterion or Criteria, will certify whether it or they have been attained. The preceding sentence will not apply to an Award eligible (as determined by the Administrator) for exemption from the limitations of
Section 162(m) by reason of the post-initial public offering transition relief in Section 1.162-27(f) of the Treasury Regulations. 

  
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 (10) Coordination with Other Plans. Awards under the Plan may be granted in tandem
with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or its Affiliates. For example, but without limiting the generality of the foregoing, awards under
other compensatory plans or programs of the Company or its Affiliates may be settled in Stock (including, without limitation, Unrestricted Stock) if the Administrator so determines, in which case the shares delivered will be treated as awarded under
the Plan (and will reduce the number of shares thereafter available under the Plan in accordance with the rules set forth in Section 4). In any case where an award is made under another plan or program of the Company or its Affiliates and such
award is intended to qualify for the performance-based compensation exception under Section 162(m), and such award is settled by the delivery of Stock or another Award under the Plan, the applicable Section 162(m) limitations under both
the other plan or program and under the Plan will be applied to the Plan as necessary (as determined by the Administrator) to preserve the availability of the Section 162(m) performance-based compensation exception with respect thereto. 

(11) Section 409A. Each Award will contain such terms as the Administrator determines, and will be construed and
administered, such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements. 

(12) Fair Market Value. In determining the fair market value of any share of Stock under the Plan, the Administrator will make
the determination in good faith consistent with the rules of Section 422 and Section 409A to the extent applicable. 
 (b)
Stock Options and SARs. 
 (1) Time And Manner Of Exercise. Unless the Administrator expressly provides otherwise,
no Stock Option or SAR will be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator), which may be an electronic notice, signed (including electronic signature in form
acceptable to the Administrator) by the appropriate person and accompanied by any payment required under the Award. A Stock Option or SAR exercised by any person other than the Participant will not be deemed to have been exercised until the
Administrator has received such evidence as it may require that the person exercising the Award has the right to do so. 
 (2)
Exercise Price. The exercise price (or the base value from which appreciation is to be measured) of each Award requiring exercise will be no less than 100% (or in the case of an ISO granted to a ten-percent shareholder within the meaning
of subsection (b)(6) of Section 422, 110%) of the fair market value of the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant. Fair market value
will be determined by the Administrator consistent with the applicable requirements of Section 422 and Section 409A. 

  
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 (3) Payment Of Exercise Price. Where the exercise of an Award is to be accompanied
by payment, payment of the exercise price will be by cash or check acceptable to the Administrator or by such other legally permissible means, if any, as may be acceptable to the Administrator. 

(4) Maximum Term. Stock Options and SARs will have a maximum term not to exceed ten (10) years from the date of grant (five
(5) years from the date of grant in the case of an ISO granted to a ten-percent shareholder described in Section 6(b)(2) above); provided, however, that, if a Participant still holding an outstanding but unexercised NSO or SAR ten
(10) years from the date of grant (or, in the case of an NSO or SAR with a maximum term of less than ten (10) years, such maximum term) is prohibited by applicable law or a written policy of the Company applicable to similarly situated
employees from engaging in any open-market sales of Stock, and if at such time the Stock is publicly traded (as determined by the Administrator), the maximum term of such Award will instead be deemed to expire on the thirtieth (30th) day following the date the Participant is no longer prohibited from engaging in such open market sales. 

(5) Special Provisions Applicable to Stock Options and SARs. No Stock Option or SAR, once granted, may be repriced other than
with stockholder approval, and, except upon exercise as hereinabove provided and except as provided in Section 7, no payment shall be made in respect of any Stock Option or SAR in connection with its cancellation. 

 

	7.	EFFECT OF CERTAIN TRANSACTIONS 

 (a) Mergers,
etc. Except as otherwise provided in an Award agreement, the following provisions will apply in the event of a Covered Transaction: 

(1) Assumption or Substitution. If the Covered Transaction is one in which there is an acquiring or surviving entity, the
Administrator may (but, for the avoidance of doubt, need not) provide (i) for the assumption or continuation of some or all outstanding Awards or any portion thereof or (ii) for the grant of new awards in substitution therefor by the
acquiror or survivor or an affiliate of the acquiror or survivor. 
 (2) Cash-Out of Awards. Subject to Section 7(a)(5)
below the Administrator may (but, for the avoidance of doubt, need not) provide for payment (a “cash-out”), with respect to some or all Awards or any portion thereof, equal in the case of each affected Award or portion thereof to the
excess, if any, of (A) the fair market value of one share of Stock (as determined by the Administrator) times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate exercise or purchase price, if any,
under the Award or such portion (in the case of an SAR, the aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and
subject to such conditions, as the Administrator determines, it being understood that if the exercise or purchase price (or base value) of an Award is equal to or greater than the fair market value of one share of Stock (as determined by the
Administrator), the Award may be cancelled with no payment due hereunder. 

  
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 (3) Acceleration of Certain Awards. Subject to Section 7(a)(5) below, the
Administrator may (but, for the avoidance of doubt, need not) provide that any Award requiring exercise will become exercisable, in full or in part and/or that the delivery of any shares of Stock remaining deliverable under any outstanding Award of
Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated in full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined
by the Administrator, following exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction. 

(4) Termination of Awards Upon Consummation of Covered Transaction. Except as the Administrator may otherwise determine in any
case, each Award will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited) upon consummation of the Covered Transaction, other than Awards assumed pursuant to Section 7(a)(1)
above. 
 (5) Additional Limitations. Any share of Stock and any cash or other property delivered pursuant to
Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, if the Administrator so determines, contain such restrictions, if any, as the Administrator determines to be appropriate to reflect any performance or other vesting
conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. For purposes of the immediately preceding sentence, a cash-out under Section 7(a)(2) above or acceleration
under Section 7(a)(3) above will not, in and of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition. In the case of Restricted Stock that does not vest and is not forfeited in connection with the
Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the
Administrator determines to be appropriate to carry out the intent of the Plan. 
 (b) Changes in and Distributions With Respect to
Stock. 
 (1) Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares
(including a reverse stock split), recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning of FASB ASC 718, the Administrator will make appropriate adjustments to the
maximum number of shares specified in Section 4(a) that may be delivered under the Plan and to the maximum share limits described in Section 4(c), and will also make appropriate adjustments to the number and kind of shares of stock or
securities subject to Awards then outstanding or subsequently granted, any exercise or purchase prices (or base values) relating to Awards and any other provision of Awards affected by such change. 

(2) Certain Other Adjustments. The Administrator may also make adjustments of the type described in Section 7(b)(1) above
to take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan,
having due regard for the qualification of ISOs under Section 422, the requirements of Section 409A, and for the performance-based compensation rules of Section 162(m), where applicable. 

  
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 (3) Continuing Application of Plan Terms. References in the Plan to shares of Stock
will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7. 
  

	8.	LEGAL CONDITIONS ON DELIVERY OF STOCK 

 The Company will not be obligated to deliver any
shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares
have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system
upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. The Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider
appropriate to avoid violation of the Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Stock required to be issued to Participants under the Plan will be evidenced in such manner as the Administrator may
deem appropriate, including book-entry registration or delivery of stock certificates. In the event that the Administrator determines that Stock certificates will be issued to Participants under the Plan, the Administrator may require that
certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions. 

 

	9.	AMENDMENT AND TERMINATION 

 The Administrator may at any time or times amend the Plan or
any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that, except as otherwise expressly provided in the Plan, the Administrator may not,
without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time the Award was
granted. Any amendments to the Plan will be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including the Code and applicable stock exchange requirements), as determined by the Administrator. 

 

	10.	OTHER COMPENSATION ARRANGEMENTS 

 The existence of the Plan or the grant of any Award
will not in any way affect the Company’s right to Award a person bonuses or other compensation in addition to Awards under the Plan. 
  

	11.	MISCELLANEOUS 

 (a) Waiver of Jury Trial. By accepting an Award under the
Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any  

  
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rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith,
and agrees that any such action, proceedings or counterclaim will be tried before a court and not before a jury. By accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has
represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed
as limiting the ability of the Company and a Participant to agree to submit disputes arising under the terms of the Plan or any Award made hereunder to binding arbitration or as limiting the ability of the Company to require any eligible individual
to agree to submit such disputes to binding arbitration as a condition of receiving an Award hereunder. 
 (b) Limitation of
Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any
Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to
satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 11(b) will limit the ability of the
Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for any payment in connection with any such acceleration of income or additional tax. 

 

	12.	ESTABLISHMENT OF SUB-PLANS 

 The Administrator may from time to time establish one or
more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Administrator will establish such sub-plans by adopting supplements to the Plan setting forth (i) such
limitations as the Administrator determines to be necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as it deems necessary or desirable. All supplements so established will be deemed to
be part of the Plan, but each supplement will apply only to Participants within the affected jurisdiction (as determined by the Administrator). 
  

	13.	GOVERNING LAW 

 (a) Certain Requirements of Corporate Law. Awards will be
granted and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading
systems on which the Stock is listed or entered for trading, in each case as determined by the Administrator. 
 (b) Other
Matters. Except as otherwise provided by the express terms of an Award agreement, under a sub-plan described in Section 12 or as provided in Section 13(a) above, the provisions of the Plan and of Awards under the Plan and all
claims or disputes arising out of our based upon the Plan or any Award under the Plan or relating to the subject matter hereof or thereof will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware
without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. 

  
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 (c) Jurisdiction. By accepting an Award, each Participant will be deemed to
(a) have submitted irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Delaware for the purpose of any suit, action
or other proceeding arising out of or based upon the Plan or any Award; (b) agree not to commence any suit, action or other proceeding arising out of or based upon the Plan or an Award, except in the federal and state courts located within the
geographic boundaries of the United States District Court for the District of Delaware; and (c) waive, and agree not to assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that it is not subject
personally to the jurisdiction of the above-named courts that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is
improper or that the Plan or an Award or the subject matter thereof may not be enforced in or by such court. 

  
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 EXHIBIT A 

Definition of Terms 

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below: 

“Administrator”: The Compensation Committee, except that the Compensation Committee may delegate (i) to one or more of
its members (or one or more other members of the Board (including the full Board)) such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant Awards to the extent
permitted by Section 157(c) of the Delaware General Corporation Law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. In the event of any delegation described in the preceding
sentence, the term “Administrator” will include the person or persons so delegated to the extent of such delegation. 

“Affiliate”: Any corporation or other entity that stands in a relationship to the Company that would result in the Company
and such corporation or other entity being treated as one employer under Section 414(b) and Section 414(c) of the Code. 

“Award”: Any or a combination of the following: 

(i) Stock Options. 

(ii) SARs. 

(iii) Restricted Stock. 

(iv) Unrestricted Stock. 

(v) Stock Units, including Restricted Stock Units. 

(vi) Performance Awards. 

(vii) Cash Awards. 

(viii) Awards (other than Awards described in (i) through (vii) above) that are convertible into or otherwise based
on Stock. 
 “Board”: The Board of Directors of the Company. 

“Cash Award”: An Award denominated in cash. 

“Cause”: In the case of any Participant who is party to an employment or severance-benefit agreement that contains a
definition of “Cause,” the definition set forth in such agreement will apply with respect to such Participant under the Plan for so long as such agreement is in effect. In the case of any other Participant, “Cause” will mean, as
determined by the Administrator in its reasonable judgment, (i) a substantial failure of the Participant to perform the Participant’s duties and responsibilities to the Company or subsidiaries or substantial








 
negligence in the performance of such duties and responsibilities; (ii) the commission by the Participant of a felony or a crime involving moral turpitude; (iii) the commission by the
Participant of theft, fraud, embezzlement, material breach of trust or any material act of dishonesty involving the Company or any of its subsidiaries; (iv) a significant violation by the Participant of the code of conduct of the Company or its
subsidiaries of any material policy of the Company or its subsidiaries, or of any statutory or common law duty of loyalty to the Company or its subsidiaries; (v) material breach of any of the terms of the Plan or any Award made under the Plan,
or of the terms of any other agreement between the Company or subsidiaries and the Participant; or (vi) other conduct by the Participant that could reasonably be expected to be harmful to the business, interests or reputation of the Company.

 “Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as
from time to time in effect. 
 “Compensation Committee”: The Compensation Committee of the Board. 

“Company”: Norcraft Companies, Inc. 

“Covered Transaction”: Any of (i) a consolidation, merger, or similar transaction or series of related transactions,
including a sale or other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or
by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company. Where a Covered Transaction involves a tender
offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction will be deemed to have occurred upon consummation of the tender offer. 

“Date of Adoption”: The earlier of the date the Plan was approved by the Company’s stockholders or adopted by the Board,
as determined by the Compensation Committee. 
 “Disability”: In the case of any Participant who is party to an employment
agreement or similar agreement that contains a definition of permanent or long-term disability, the definition set forth in such agreement will apply with respect to such Participant under the Plan for so long as such agreement is in effect. In the
case of any other Participant, “Disability” will have the meaning assigned to that term in the Company’s [Long Term Disability Plan]. 

“Employee”: Any person who is employed by the Company or an Affiliate. 

“Employment”: A Participant’s employment or other service relationship with the Company and its Affiliates. Employment
will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to the Company or an Affiliate. If a
Participant’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated when the entity ceases to be an Affiliate unless the
Participant transfers Employment to the Company or its remaining Affiliates. Notwithstanding the foregoing and the definition of “Affiliate” above, in 

  
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construing the provisions of any Award relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a termination or cessation of Employment,
references to termination or cessation of employment, separation from service, retirement or similar or correlative terms will be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the
Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations.
The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether
a “separation from service” has occurred. Any such written election will be deemed a part of the Plan. 
 “ISO”:
A Stock Option intended to be an “incentive stock option” within the meaning of Section 422. Each Stock Option granted pursuant to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of
grant, it is expressly designated as an ISO. 
 “NSO”: A Stock Option that is not intended to be an “incentive stock
option” within the meaning of Section 422. 
 “Participant”: A person who is granted an Award under the Plan.

 “Performance Award”: An Award subject to Performance Criteria. The Administrator may grant Performance Awards that are
intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify. 

“Performance Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the
satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. 
 Subject to the special rules
set forth below in the case of Awards that that are intended to qualify for the performance-based compensation exception under Section 162(m), the Administrator may apply such rules for determining or adjusting Performance Criteria or related
goals or factors as it determines. 
 For purposes of Awards that are intended to qualify for the performance-based compensation exception
under Section 162(m), a Performance Criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined
either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof, and expressed as an absolute goal, percentage of revenue, on a per share basis, or as
growth or improvement over a particular period): net income; pre-tax income; sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a
continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; operating
cash flow; free cash flow; stock price; stockholder return; 

  
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return on stockholder equity; book value; expense control; economic value added; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in
whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion and any targets
with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception
under Section 162(m), the Administrator may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria, goals or other factors applicable to such Award will be adjusted in an objectively
determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion or Criteria. 

“Plan”: The Norcraft Companies, Inc. Incentive Plan as from time to time amended and in effect. 

“Restricted Stock”: Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if
specified conditions are not satisfied. 
 “Restricted Stock Unit”: A Stock Unit that is, or as to which the delivery of
Stock or cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions. 

“SAR”: A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent
value) equal to the excess of the fair market value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be measured. 

“Section 409A”: Section 409A of the Code. 

“Section 422”: Section 422 of the Code. 

“Section 162(m)”: Section 162(m) of the Code. 

“Stock”: Common stock of the Company, par value $0.01 per share. 

“Stock Option”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price. 

“Stock Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the
value of Stock in the future. 
 “Unrestricted Stock”: Stock not subject to any restrictions under the terms of the Award.


  
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