Exhibit 10.32



 







Exhibit 10.32




December 28, 2005                




Kenneth L. Bloom

c/o Benesch, Friedlander, Coplan & Aronoff LLP




          Re: Separation Agreement and General Release




Dear Ken:




          This letter confirms the resignation of your employment with Associated Materials Incorporated
(“AMI”), with your last day of employment being December 31, 2005. You understand and agree that,
effective October 21, 2005, you have no longer been authorized to incur any expenses or obligations
or liabilities on behalf of AMI and you represent that you have not incurred any such expenses or
obligations or liabilities on behalf of AMI.




          In connection with your resignation, AMI is prepared to provide you with severance pay equal
to four (4) months of your current base salary (less applicable deductions and withholdings). You
will receive this severance pay by remaining on the payroll through April 30, 2006. In addition,
your group medical, dental and life insurance benefits (as may be amended from time to time for
active employees and provided that you will continue to be responsible for that portion of the
monthly premiums for which you would be responsible as an active employee) will remain in effect
until the earlier of April 30, 2006 or the date on which such coverage is available to you from
other employment.




          In order to be eligible to receive the severance payment and other benefits to which you are
not otherwise entitled, you are required to (i) agree to the terms contained in this letter,
including the General Release, indicate your agreement by signing and returning this letter, and
not revoke this agreement as provided below, and (ii) sign the Stock Repurchase Agreement, a copy
of which is attached hereto.




          In consideration for AMI’s payment of the severance payment and other benefits to which you
are not otherwise entitled, you hereby agree to release AMI and any and all of AMI’s predecessors,
successors, assigns, subsidiaries, parents, branches, divisions, affiliates, related entities and
present and former owners, stockholders, officers, directors, employees, insurers, representatives,
attorneys and agents (of either AMI or any and all of AMI’s predecessors, successors, assigns,
subsidiaries, parents, branches, divisions, affiliates and related entities) (collectively, “AMI
Officials”), individually and in their official capacities, of and from all causes of action,
claims, damages, judgments or agreements of any kind including, but not limited to, all matters
arising out of your employment with AMI and the cessation thereof. This

 









 








release includes, but is not limited to, any and all alleged claims based on Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act
(including the Older Workers Benefit Protection Act), the Americans with Disabilities Act, the Ohio
State Labor and Industry Law (including, but not limited to, the Ohio Civil Rights Act), the
Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the
Worker Adjustment and Retraining Notification Act, or any common law, public policy, contract
(whether oral or written, express or implied) or tort law, or any other local, state or federal
law, regulation, ordinance or rule having any bearing whatsoever on the terms and conditions of
your employment and the cessation thereof.




          In addition, you will keep in confidence and will not, except as specifically authorized in
writing by AMI or as otherwise required by law, disclose to any third party or use for the benefit
of himself or any third party any confidential or proprietary information about AMI (or its
parents, subsidiaries, affiliates or related entities) which you acquired, developed or created by
reason of your employment, except for information that is or becomes public other than through your
breach of this paragraph.




          You will also promptly return to AMI all documents, materials and property in your possession,
custody or control that are the property of AMI or any AMI Officials, including but not limited to
all AMI information and related reports, maps, files, memoranda and records, credit cards, cardkey
passes, door and file keys, computer access codes, software and including all copies, duplicates,
reproductions or excerpts thereof.




          You agree not to criticize, denigrate, disparage or impair the commercial reputation, goodwill
or interests of AMI or any AMI Officials in any manner whatsoever.




          You agree that you will cooperate with AMI (or its parents, subsidiaries, affiliates or
related entities) and its legal counsel in connection with any current or future investigation or
litigation relating to any matter with which you were involved or of which you have knowledge or
which occurred during your employment at AMI. Such assistance shall include, but not be limited
to, depositions and testimony and shall continue until such matters are resolved. AMI will
reimburse you for any reasonable and pre-approved travel-related expenses and reasonable telephone
and facsimile expenses that you incur as a result of your cooperation.




          You acknowledge and agree that you continue to be bound by the terms of the covenants set
forth in Section 5 of your employment agreement, dated as of August 21, 2002 and amended and
restated as of July 27, 2004 (and attached hereto and incorporated herein as Exhibit A), including
but not limited to the covenants regarding Noncompetition and Nonsolicitation, each of which
continues for two (2) years following the date of your termination, and the covenants regarding
Nondisclosure and Nondisparagement.




          This Agreement and Release is not an admission of any liability or wrongdoing by AMI or any
AMI Officials, and AMI and AMI Officials expressly deny any such wrongdoing or liability.




          By signing this Agreement and Release, you are providing a complete waiver of all claims that
may have arisen, whether known or unknown, up until the time that this




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Agreement and Release is executed. If you breach this Agreement and Release, AMI will seek
restitution and/or offset of any payments or benefits provided to the extent permitted by law.




          This Agreement and Release does not affect your entitlement to previously accrued or vested
benefits to which you may be entitled, which are summarized as follows:





	 	•	 	You have no accrued but unused vacation days.
	 
	 	•	 	Your group medical and dental benefits will remain in effect until December 31,
2005. Upon the termination of your group medical and dental benefits, you will be
provided separate information regarding your right thereafter to continue group
coverage as required by the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”).
	 
	 	•	 	Your group life insurance will remain in effect until December 31, 2005, which
is the last day of your employment. Upon the termination of your group life
insurance, you will be provided separate information regarding your right to
convert your group life insurance to an individual policy.
	 
	 	•	 	You will be provided a separate statement of your benefits, if any, under any
AMI savings and/or pension plan. Your rights to benefits under any AMI savings
and/or pension plan will be determined by law and in accordance with the terms of
the specific plan.





          Since your execution of this Agreement and Release releases AMI and any AMI Officials from all
claims you may have, you should review this carefully before signing it. You can take at least
twenty-one (21) days from your receipt of this Agreement and Release to consider its meaning and
effect and to determine whether you wish to enter into it. During that time, you are advised to
consult with anyone of your choosing, including an attorney, prior to executing this Agreement and
Release.




          Once you have signed this Agreement and Release, you may choose to revoke your execution
within seven (7) days. Any revocation of this Agreement and Release must be in writing and
personally delivered to John Haumesser, Associated Materials Incorporated, 3773 State Road,
Cuyahoga Falls, Ohio 44223, or if mailed, postmarked within seven (7) days of the date upon which
it was signed by you.




          TO RECEIVE THE SEVERANCE PAYMENT AND OTHER BENEFITS, YOU MUST SIGN AND RETURN THE AGREEMENT
AND RELEASE NO EARLIER THAN DECEMBER 31, 2005 AND NO LATER THAN JANUARY 21, 2006, AND DELIVER THE
ATTACHED LETTER INDICATING THAT YOU DO NOT WISH TO REVOKE YOUR AGREEMENT SEVEN (7) DAYS AFTER THE
DATE YOU SIGN THIS AGREEMENT AND RELEASE. This Agreement and Release should be returned to John
Haumesser, Associated Materials Incorporated, 3773 State Road, Cuyahoga Falls, Ohio 44223. AMI
will not make any payments or provide any other benefits pursuant to this Agreement and Release
until after the seven (7) day period expires and AMI receives the attached letter indicating that
you have not revoked your agreement.




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          This Agreement and Release (including the attached Stock Repurchase Agreement and attached
employment agreement) contains the entire understanding of the parties relating to the subject
matter hereof, and supersedes and replaces the Separation Agreement and General Release, dated
December 27, 2005, which you previously received from AMI. You acknowledge that no
representations, oral or written, have been made other than those expressly set forth herein, and
that you have not relied on any other representations in executing this Agreement and Release.
This Agreement and Release may be modified only in a document signed by the parties and referring
specifically hereto.




Sincerely yours,




Associated Materials Incorporated




John Haumesser

Vice President, Human Resources




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ACKNOWLEDGMENT




          I AGREE TO THE TERMS AND CONDITIONS SPECIFIED IN THIS AGREEMENT AND RELEASE AND I INTEND TO
WAIVE AND RELEASE ALL CLAIMS THAT I MAY HAVE AGAINST AMI AND ANY AMI OFFICIALS. I UNDERSTAND THAT
THIS WAIVER AND RELEASE CREATES A TOTAL AND UNLIMITED RELEASE OF ALL CLAIMS, WHETHER KNOWN OR
UNKNOWN, EXISTING AS OF THIS DATE THAT I MAY HAVE AGAINST AMI AND ANY AMI OFFICIALS.




          I HAVE HAD AMPLE TIME TO REVIEW THIS AGREEMENT AND TO CONSIDER MY GENERAL RELEASE OF ALL
CLAIMS AS SET FORTH IN THIS AGREEMENT AND RELEASE. I AM SIGNING THIS AGREEMENT AND RELEASE
KNOWINGLY, VOLUNTARILY AND WITH FULL UNDERSTANDING OF ITS TERMS AND EFFECTS. I UNDERSTAND THAT I
CAN TAKE AT LEAST TWENTY-ONE (21) DAYS FROM RECEIPT OF THIS AGREEMENT AND RELEASE TO DETERMINE
WHETHER I WISH TO SIGN IT, THAT I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING
IT, AND THAT I HAVE SEVEN (7) DAYS FROM THE DATE I SIGN THIS AGREEMENT AND RELEASE TO REVOKE IT.




          I ACKNOWLEDGE THAT I HAVE NOT RELIED ON ANY REPRESENTATIONS OR STATEMENTS NOT SET FORTH
HEREIN. I WILL NOT DISCLOSE THIS AGREEMENT AND RELEASE TO ANYONE EXCEPT TO MY IMMEDIATE FAMILY AND
ANY TAX, LEGAL OR OTHER COUNSEL THAT I HAVE CONSULTED REGARDING THE MEANING OR EFFECT OF THIS
AGREEMENT, EXCEPT AS OTHERWISE REQUIRED BY LAW.




          In
witness hereof, I have executed this Separation Agreement and General Release this ___ day
of                     , 200__.




	 	 	 	 	 	 	 
	                                                            
	 	 	 	 	 	 
	Kenneth L. Bloom
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	STATE OF OHIO

	 	 	)	 	 	 
	 

	 	 	 	 	 	ss.:
	COUNTY OF                     

	 	 	)	 	 	 






          On
this                      day of                     , 200_, before me, a Notary Public of the State of Ohio,
personally appeared KENNETH L. BLOOM, to me known and known to me to be the person described and
who executed the foregoing agreement and release and did then and there acknowledge to me that s/he
voluntarily executed the same.




	 	 	 
	 

	 	 


	 

	 	Notary Public





YOU MUST RETURN THE ENTIRE SEPARATION AGREEMENT AND GENERAL RELEASE (INCLUDING THIS ACKNOWLEDGMENT
PAGE).





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                                        , 200_




John Haumesser

Vice President, Human Resources

Associated Materials Incorporated

3773 State Road

Cuyahoga Falls, Ohio 44223




          Re:  Separation Agreement and General Release




Dear John:




          On                     , 200_, I executed a Separation Agreement and General Release between
Associated Materials Incorporated and me. I was advised in writing to consult with an attorney of
my choosing prior to signing the Agreement and Release.




          At least seven (7) days have elapsed since I executed the above-mentioned Agreement and
Release, and I have not revoked my acceptance or execution thereof. I hereby request payment of
the monies and other benefits described in that Agreement and Release.




Very truly yours,