Exhibit 10.16


    

      Exhibit
        10.16

      Ply
        Gem Industries, Inc.

      185
        Platte-Clay Way, Suite A

      Kearney,
        MO 64060

      


      


      December
        1, 2005

       

      Jeff
        Klein

      4801
        Hyada Blvd. NE

      Tacoma,
        WA 98422

       

      


       

      Re: Retention
        Agreement

       

      Dear
        Jeff:

       

      Ply
        Gem
        Industries, Inc. (“Ply Gem”) considers the continuity of management essential to
        the best interests of Ply Gem and its stockholders and desires to reinforce
        and
        encourage your continued attention and dedication to your duties to Ply Gem
        and
        its subsidiaries (each, an “Employer”). To assure your continued focus on your
        duties to your Employer, the Board of Directors of Ply Gem (the “Board”) has
        authorized Ply Gem to enter into this letter agreement with you, which sets
        forth the compensation that Ply Gem agrees to pay you if your employment
        is
        terminated under the circumstances described herein.

       

      This
        letter agreement sets forth the terms and conditions of Ply Gem’s agreement to
        pay you the compensation under the circumstances described herein, and the
        parties to this letter agreement acknowledge the receipt and sufficiency
        of good
        and valuable consideration in support of this letter agreement, including
        the
        covenants and agreements set forth herein. 

       

      1.  Term

       

      This
        letter agreement is effective as of the date hereof and shall expire on December
        31, 2007 (the “Expiration Date”) provided, that, Ply Gem shall have the right to
        renew this letter agreement for successive one year periods (each, a “Renewal
        Term”), which right it must exercise prior the second anniversary of the
        Expiration Date, or the last day of any Renewal Term, as applicable.


       

      2.  Compensation

       

      If,
        during the term of this letter agreement, your employment is terminated (A)
        by
        your Employer without “Cause” or (B) by you following a “Material Adverse
        Change” (as such terms are defined below), you will be entitled to receive,
        subject to your execution of and continued compliance with a Release and
        Restrictive Covenant Agreement substantially in the form attached to this
        letter
        agreement as Exhibit A (the “Release and Restrictive Covenant Agreement”):


       

      (a)  An
        amount
        equal to your annual base salary in effect on the date of your termination
        (which, for the avoidance of doubt shall not include any amounts in respect
        of
        any car allowance or payments for any other perquisites or benefits that
        you may
        be entitled to). This salary continuation shall be payable in equal installments
        over the 12-month period following the date of your termination of employment
        (the “Payment Period”), in accordance with your Employer’s normal payroll
        practices;

       

      (b)  An
        amount
        equal to the lesser of (I) your target annual cash bonus with respect to
        the
        fiscal year during which your termination of employment occurs (the “Year of
        Termination”) and (II) the actual annual cash bonus you would have received with
        respect to the Year of Termination based on actual performance during that
        year,
        if you had been employed for the full year, measured as of the time such
        performance is measured for purposes of paying annual cash bonuses to other
        executives of your Employer with respect to such year (the “Actual Bonus”). As
        soon as reasonably practicable following the date that the amount of the
        Actual
        Bonus is determined, you shall be paid a lump sum cash payment equal to the
        portion of the Actual Bonus that you would have been paid prior to such date
        had
        such amount been determined as of the date of your termination of employment.
        

       

      (c)  A
        lump
        sum payment equal to a pro rata portion of any annual cash bonus that you
        would
        have been entitled to receive with respect to the Year of Termination based
        upon
        the percentage of such year that shall have elapsed through the date of your
        termination of employment, and determined as of the date such bonuses are
        determined for other executives of your Employer (the “Pro Rata Bonus”). The Pro
        Rata Bonus shall be payable when annual cash bonuses with respect to the
        Year of
        Termination are paid to other executives of your Employer. 

       

      (d)  Continuation
        of medical and dental benefits for you and your spouse and dependents, if
        any,
        during the Payment Period, in the same plans and on the same basis (including,
        without limitation, contribution rates) as such benefits are provided from
        time
        to time to actively employed executives of your Employer, subject to the
        terms
        of such plans as the same may exist from time to time; provided, that, the
        Employer’s obligation to provide such medical and dental benefits shall cease at
        the time you become eligible for such benefits from another
        employer;

       

      (e)  (i)
        your
        base salary through the date of termination; (ii) any declared but unpaid
        annual
        cash bonus for any fiscal year preceding the year in which the termination
        occurs; (iii) reimbursement for any unreimbursed business expenses properly
        incurred by you in accordance with Employer policy through your date of
        termination; and (iv) any other amounts, including without limitation, accrued
        but unused vacation, required to be paid to you under any applicable state
        statute or regulation.

       

      Your
        termination shall not be deemed to be terminated by your Employer without
        Cause
        or by you following a Material Adverse Change, and you shall not be entitled
        to
        any payments or benefits under this Section 2 solely on account of, the sale
        or
        disposition by Ply Gem or any Employer, or any parent of Ply Gem or any
        Employer, as applicable, of the subsidiary or division for which you are
        employed if you are offered employment by the purchaser or acquirer of such
        subsidiary or division and such acquirer or purchaser agrees to assume the
        terms
        of this letter agreement.

       

      Notwithstanding
        anything to the contrary in this letter agreement, no further payments or
        benefits are due under this Section 2 and, subject to applicable state law,
        Ply
        Gem and any Employer, as applicable, shall have the right to reclaim any
        amounts
        already paid to you under this Section 2 if, at any time during the Restricted
        Period (as such term is defined in the attached Release and Restrictive Covenant
        Agreement) after your employment is terminated, (i) you breach any of the
        provisions of Section VI of the Release and Restrictive Covenant Agreement,
        or
        (ii) the Board determines, in good faith, that grounds existed, on or prior
        to
        the date of termination of your employment with Employer, including prior
        to the
        date of this letter agreement, for your Employer to terminate your employment
        for Cause; provided, that, in all events you will be entitled to receive
        amounts
        in sub-clauses (i), (iii), and (iv) of Section 2(e) above. 

       

      3.  Definitions

       

      For
        purposes of this letter agreement, “Cause” shall mean: (i) your willful and
        continued failure to perform substantially your material duties (other than
        any
        such failures resulting from, or contributed to by, incapacity due to physical
        or mental illness), after a written demand for substantial performance is
        delivered to you by the Board, which notice specifically identifies the manner
        in which you have not substantially performed your material duties, and you
        neglect to cure such failure within 30 days; (ii) a willful failure to follow
        the lawful direction of the Board or of the senior executive officer of Ply
        Gem
        to whom you directly report (if applicable); (iii) your material act of
        dishonesty or breach of trust in connection with the performance of your
        duties
        to Ply Gem or your Employer; (iv) your conviction of, or plea of guilty or
        no contest to, (x) any felony or (y) any misdemeanor having as its
        predicate element fraud, dishonesty or misappropriation; or (v) a civil judgment
        in which Employer is awarded damages from you in respect of a claim of loss
        of
        funds through fraud or misappropriation by you, which has become final and
        is
        not subject to further appeal.

       

      For
        purposes of this letter agreement, a “Material Adverse Change” shall mean any of
        the following, without your express written consent:

       

      
        	(1)  	
                Assignment
                  to you of any duties that are inconsistent with your position,
                  duties and
                  responsibilities and status with Employer as of the Expiration
                  Date;

              


      

       

      
        	(2)  	
                Employer’s
                  reduction of your base salary;

              


      

       

      
        	(3)  	
                Any
                  action by Employer that would deprive you of any material employee
                  benefit
                  enjoyed by you, except where such change is applicable to all employees
                  participating in such benefit plan;

              


      

       

      
        	(4)  	
                Any
                  breach by the Company or Employer of any provision of this Letter
                  Agreement or the Release and Restrictive Covenant
                  Agreement.

              


      

       

      4.  Release
        and Restrictive Covenant Agreement

       

      All
        payments and benefits described in Section 2 of this letter agreement are
        conditional upon and subject to your execution of the Release and Restrictive
        Covenant Agreement.

       

      5.  Notices

       

      Any
        notice required by this letter agreement must be in writing and will be deemed
        to have been duly given (i) if delivered personally or by overnight courier
        service,
        sent by
        facsimile transmission or mailed
        by
        United States registered mail, return receipt requested, postage prepaid,
        and
        (ii) addressed to the respective addresses or sent via facsimile to the
        respective facsimile numbers, as the case may be, as set forth below, or
        to such
        other address as either party may have furnished to the other in writing
        in
        accordance herewith, except that notice of change of address shall be effective
        only upon receipt; provided, however, that (X) notices sent by personal delivery
        or overnight courier shall be deemed given when delivered; (Y) notices sent
        by
        facsimile transmission shall be deemed given upon the sender’s receipt of
        confirmation of complete transmission, and (Z) notices sent by United States
        registered mail shall be deemed given two
        days
        after the date of deposit in the United States mail.

       

      If
        to the
        Employee, to the address as shall most currently appear on the records of
        the
        Company

       

      If
        to the
        Company, to:

      


      Ply
        Gem
        Industries, Inc.

      606
        West
        Major Street

      Kearny,
        MO 64060

      Fax:
        (816) 903-4330

       

      Attn:
        President

       

      6.  General

       

      Your
        Employer may withhold from any amounts payable under Section 2 of this letter
        agreement such federal, state, local or other taxes required to be withheld
        pursuant to applicable law or regulation.

       

      The
        payments and benefits provided for in Section 2 of this letter agreement
        shall
        not be counted as compensation for purposes of determining benefits under
        other
        benefit plans, programs, policies and agreements of your Employer, except
        to the
        extent expressly provided therein or herein.

       

      This
        letter agreement is not intended to result in any duplication of payments
        or
        benefits to you and does not give you any right to any compensation or benefits
        from Ply Gem or your Employer except as specifically stated in this letter
        agreement.

       

      For
        you
        to receive the payments and benefits described in Section 2 of this letter
        agreement, you will not be required to seek other employment or otherwise
        mitigate the obligations of your Employer under this letter agreement. There
        will be no offset against any amounts due under this letter agreement on
        account
        of any remuneration attributable to any subsequent employment that you may
        obtain.

       

      This
        letter agreement is not a contract of employment and does not give you any
        right
        of continued employment or limit the right of your Employer to terminate
        or
        change the status of your employment at any time or change any employment
        policies. 

       

      This
        letter agreement is governed by the laws of the state of Delaware, without
        reference to the principles of conflict of laws which would cause the laws
        of
        another state to apply. By signing this letter agreement, you and Ply Gem
        irrevocably agree, for the exclusive benefit of the other, that any and all
        suits, actions or proceedings relating to Section VI of the Release and
        Restrictive Covenant Agreement (collectively, “Proceedings” and, individually, a
“Proceeding”) will be maintained in either the courts of the State of Delaware
        or the federal District Courts sitting in Wilmington, Delaware (collectively,
        the “Chosen Courts”) and that the Chosen Courts shall have exclusive
        jurisdiction to hear and determine or settle any such Proceeding and that
        any
        such Proceedings shall only be brought in the Chosen Courts. You and Ply
        Gem
        irrevocably waive any objection that you or Ply Gem may have now or hereafter
        to
        the laying of the venue of any Proceedings in the Chosen Courts and any claim
        that any Proceedings have been brought in an inconvenient forum and further
        irrevocably agree that a judgment in any Proceeding brought in the Chosen
        Courts
        shall be conclusive and binding upon you and Ply Gem and may be enforced
        in the
        courts of any other jurisdiction. 

       

      You
        and
        Ply Gem agree that this letter agreement involves at least $100,000 and that
        this letter agreement has been entered into in express reliance on Section
        2708
        of Title 6 of the Delaware Code. You and Ply Gem irrevocably and unconditionally
        agree (i) that, to the extent you or Ply Gem are not otherwise subject to
        service of process in the State of Delaware, you or Ply Gem will appoint
        (and
        maintain an agreement with respect to) an agent in the State of Delaware
        as your
        agent for acceptance of legal process and notify Ply Gem or you, as applicable,
        of the name and address of said agent, (ii) that service of process may also
        be
        made on you or Ply Gem by pre-paid certified mail with a validated proof
        of
        mailing receipt constituting evidence of valid service sent to you or Ply
        Gem at
        the address set forth in this letter agreement, as such address may be changed
        from time to time pursuant hereto, and (iii) that service made pursuant to
        clause (i) or (ii) above shall, to the fullest extent permitted by applicable
        law, have the same legal force and effect as if served upon such party
        personally within the State of Delaware.

       


      
        
          8

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Your
        rights under this letter agreement are not transferable, assignable or subject
        to lien or attachment.

       

      This
        letter agreement contains the entire understanding and agreement between
        you and
        Ply Gem concerning the matters described herein. This letter agreement may
        not
        be amended except in a writing signed by you and by an authorized officer
        on
        behalf of Ply Gem.

       

                                                      Sincerley,


       

      
        	 	 	 
	 	PLY
                GEM
                INDUSTRIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name: Lee
                D. Meyer
	 	Title: 
                 President


      

       

      Acknowledged
        and Agreed:

       

       

      ______________________

       

       

      


       

       


      RELEASE
        AND RESTRICTIVE COVENANT AGREEMENT

       

      This
        Release and Restrictive Covenant Agreement (the “Agreement”) is entered into by
        and between Jeff Klein (the “Employee”) and Ply Gem Industries, Inc. (the
“Company”), on December 1, 2005.

       

      I.  Release
        of Claims

       

      In
        partial consideration of the payments and benefits described in Section 2
        of the
        letter agreement between you and the Company, dated December 1, 2005, (the
        “Letter”), to which the Employee agrees the Employee is not entitled until and
        unless he executes this Agreement, the Employee, for and on behalf of himself
        and his heirs and assigns, subject to the last sentence of this paragraph,
        hereby waives and releases any common law, statutory or other complaints,
        claims, charges or causes of action of any kind whatsoever, both known and
        unknown, in law or in equity, which the Employee ever had, now has or may
        have
        against the Company and its shareholders and their respective subsidiaries,
        successors, assigns, affiliates, directors, officers, partners, members,
        employees or agents (collectively, the “Releasees”) by reason of facts or
        omissions which have occurred on or prior to the date that the Employee signs
        this Agreement, including, without limitation, any complaint, charge or cause
        of
        action arising under federal, state or local laws pertaining to employment,
        including the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which
        prohibits discrimination on the basis of age), the National Labor Relations
        Act,
        the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990,
        Title
        VII of the Civil Rights Act of 1964, all as amended; and all other federal,
        state and local laws and regulations. By signing this Agreement, the Employee
        acknowledges that he intends to waive and release any rights known or unknown
        that he may have against the Releasees under these and any other laws; provided,
        that the Employee does not waive or release claims with respect to the right
        to
        enforce his rights under the Letter (the “Unreleased Claims”).

       

      II.  Proceedings

       

      The
        Employee acknowledges that he has not filed any complaint, charge, claim
        or
        proceeding, except with respect to an Unreleased Claim, if any, against any
        of
        the Releasees before any local, state or federal agency, court or other body
        (each individually a “Proceeding”). The Employee represents that he is not aware
        of any basis on which such a Proceeding could reasonably be instituted. The
        Employee (a) acknowledges that he will not initiate or cause to be initiated
        on
        his behalf any Proceeding and will not participate in any Proceeding, in
        each
        case, except as required by law; and (b) waives any right he may have to
        benefit
        in any manner from any relief (whether monetary or otherwise) arising out
        of any
        Proceeding, including any Proceeding conducted by the Equal Employment
        Opportunity Commission (“EEOC”). Further, the Employee understands that, by
        executing this Agreement, he will be limiting the availability of certain
        remedies that he may have against the Company and limiting also his ability
        to
        pursue certain claims against the Releasees. Notwithstanding the above, nothing
        in Section I of this Agreement shall prevent the Employee from (x) initiating
        or
        causing to be initiated on his behalf any complaint, charge, claim or proceeding
        against the Company before any local, state or federal agency, court or other
        body challenging the validity of the waiver of his claims under the ADEA
        contained in Section I of this Agreement (but no other portion of such waiver);
        or (y) initiating or participating in an investigation or proceeding conducted
        by the EEOC.

       

      III.  Time
        to Consider

       

      The
        Employee acknowledges that he has been advised that he has 21 days from the
        date
        of receipt of this Agreement to consider all the provisions of this Agreement
        and he does hereby knowingly and voluntarily waive said given 21 day period.
        THE
        EMPLOYEE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY,
        HAS
        BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN ATTORNEY, AND
        FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH
        HE
        MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED
        IN
        SECTION I OF THIS AGREEMENT AND THE OTHER PROVISIONS HEREOF. THE EMPLOYEE
        ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER
        TO SIGN THIS AGREEMENT, AND THE EMPLOYEE AGREES TO ALL OF ITS TERMS
        VOLUNTARILY.

       

      IV.  Revocation

       

      The
        Employee hereby acknowledges and understands that the Employee shall have
        seven
        days from the date of the Employee’s execution of this Agreement to revoke this
        Agreement (including, without limitation, any and all claims arising under
        the
        ADEA) and that neither the Company nor any other person is obligated to provide
        any benefits to the Employee pursuant to Section 2 of the Letter until eight
        days have passed since the Employee’s signing of this Agreement without the
        Employee having revoked this Agreement, in which event the Company immediately
        shall arrange and/or pay for any such benefits otherwise attributable to
        said
        eight-day period, consistent with the terms of the Letter. If the Employee
        revokes this Agreement, the Employee will be deemed not to have accepted
        the
        terms of this Agreement, and no action will be required of the Company under
        any
        section of this Agreement. 

       

      V.  No
        Admission

       

      This
        Agreement does not constitute an admission of liability or wrongdoing of
        any
        kind by the Employee or the Company. 

       

      VI.  Restrictive
        Covenants

       

      A.  Non-Competition/Non-Solicitation
        

       

      The
        Employee acknowledges and recognizes the highly competitive nature of the
        businesses of the Company and its subsidiaries and controlled affiliates
        and
        accordingly agrees as follows:

       

      1.  During
        the period commencing on the date of the Employee’s termination of employment
        and ending on the last day of the Payment Period (the “Restricted Period”), or
        such longer period as described in the last sentence of Section VII of this
        Agreement, the Employee will not, directly or indirectly, (w) engage
        in any “Competitive Business” (defined below) for the Employee’s own account,
        (x) enter the employ of, or render any services to, any person engaged in
        any Competitive Business, (y) acquire a financial interest in, or otherwise
        become actively involved with, any person engaged in any Competitive Business,
        directly or indirectly, as an individual, partner, shareholder, officer,
        director, principal, agent, trustee or consultant, or (z) interfere with
        business relationships between the Company and customers or suppliers of,
        or
        consultants to, the Company.

       

      2.  For
        purposes of this Section VI, a “Competitive Business” means, as of any date,
        including during the Restricted Period, any person or entity (including any
        joint venture, partnership, firm, corporation or limited liability company)
        that
        engages in or proposes to engage in the following activities in any geographical
        area in which the business unit for which the Employee works does business:
        the
        manufacture and sale of vinyl, vinyl clad and aluminum windows.

       

      3.  For
        purposes of this Section VI and of Section VII of this Agreement, the
        Company shall be construed to include the Company and its subsidiaries and
        controlled affiliates.

       

      4.  Notwithstanding
        anything to the contrary in this Agreement, the Employee may, directly or
        indirectly, own, solely as an investment, securities of any person engaged
        in
        the business of the Company which are publicly traded on a national or regional
        stock exchange or on the over-the-counter market if the Employee (A) is not
        a controlling person of, or a member of a group which controls, such person
        and
        (B) does not, directly or indirectly, own one percent (1%) or more of any
        class of securities of such person.

       

      5.  During
        the Restricted Period, the Employee will not, directly or indirectly, without
        the Company’s written consent, solicit or encourage to cease to work with the
        Company any employee or any consultant of the Company or any person who was
        an
        employee of or consultant then under contract with the Company within the
        six-month period preceding such activity. In addition, during the Restricted
        Period, the Employee will not, without the Company’s written consent, directly
        or indirectly hire any person who is or who was, within the six-month period
        preceding such activity, an employee of the Company.

       

      6.  The
        Employee understands that the provisions of this Section VI.A may limit the
        Employee’s ability to earn a livelihood in a business similar to the business of
        the Company, but the Employee nevertheless agrees and hereby acknowledges
        that
        (A) such provisions do not impose a greater restraint than is necessary to
        protect the goodwill or other business interests of the Company, (B) such
        provisions contain reasonable limitations as to time and scope of activity
        to be
        restrained, (C) such provisions are not harmful to the general public and
        (D)
        such provisions are not unduly burdensome to the Employee. In consideration
        of
        the foregoing and in light of the Employee’s education, skills and abilities,
        the Employee agrees that he shall not assert that, and it should not be
        considered that, any provisions of Section VI.A. otherwise are void, voidable
        or
        unenforceable or should be voided or held unenforceable.

       

      7.  It
        is
        expressly understood and agreed that, although the Employee and the Company
        consider the restrictions contained in this Section VI.A to be reasonable,
        if a judicial determination is made by a court of competent jurisdiction
        that
        the time or territory or any other restriction contained in this Section
        VI.A or
        elsewhere in this Agreement is an unenforceable restriction against the
        Employee, the provisions of the Agreement shall not be rendered void but
        shall
        be deemed amended to apply as to such maximum time and territory and to such
        maximum extent as such court may judicially determine or indicate to be
        enforceable. Alternatively, if any court of competent jurisdiction finds
        that
        any restriction contained in this Agreement is unenforceable, and such
        restriction cannot be amended so as to make it enforceable, such finding
        shall
        not affect the enforceability of any of the other restrictions contained
        herein.

       

      B.  Nondisparagement

       


        The
          Employee agrees (whether during or after the Employee’s employment with the
          Company) not to issue, circulate, publish or utter any false or disparaging
          statements, remarks or rumors about the Company or the shareholders, officers,
          directors or managers of the Company other than to the extent reasonably
          necessary in order to (i) assert a bona fide claim against the Company
          arising
          out of the Employee’s employment with the Company, or (ii) respond in a truthful
          and appropriate manner to any legal process or give truthful and appropriate
          testimony in a legal or regulatory proceeding. 


       

      C.  Company
        Policies

       

      The
        Employee agrees to abide by the terms of any employment policies or codes
        of
        conduct of the Company that apply to the Employee after termination of
        employment. 

       

      D.  Confidentiality/Company
        Property

       

      The
        Employee shall not, without the prior written consent of the Company, use,
        divulge, disclose or make accessible to any other person, firm, partnership,
        corporation or other entity, any “Confidential Information” (as defined below)
        except while employed by the Company, in furtherance of the business of and
        for
        the benefit of the Company, or any “Personal Information” (as defined below);
        provided that the Employee may disclose such information when required to
        do so
        by a court of competent jurisdiction, by any governmental agency having
        supervisory authority over the business of the Company and/or its affiliates,
        as
        the case may be, or by any administrative body or legislative body (including
        a
        committee thereof) with jurisdiction to order the Employee to divulge, disclose
        or make accessible such information; provided, further, that in the event
        that
        the Employee is ordered by a court or other government agency to disclose
        any
        Confidential Information or Personal Information, the Employee shall
        (i) promptly notify the Company of such order, (ii) at the written
        request of the Company, diligently contest such order at the sole expense
        of the
        Company as expenses occur, and (iii) at the written request of the Company,
        seek to obtain, at the sole expense of the Company, such confidential treatment
        as may be available under applicable laws for any information disclosed under
        such order. For purposes of this Section VI.D, (i) “Confidential
        Information” shall mean non-public information concerning the financial data,
        strategic business plans, product development (or other proprietary product
        data), customer lists, marketing plans and other non-public, proprietary
        and
        confidential information relating to the business of the Company or its
        affiliates or customers, that, in any case, is not otherwise available to
        the
        public (other than by the Employee’s breach of the terms hereof) and
        (ii) “Personal Information” shall mean any information concerning the
        personal, social or business activities of the shareholders, officers or
        directors of the Company. Upon termination of the Employee’s employment with the
        Company, the Employee shall return all Company property, including, without
        limitation, files, records, disks and any media containing Confidential
        Information or Personal Information.

       

      E.  Developments

       

      All
        discoveries, inventions, ideas, technology, formulas, designs, software,
        programs, algorithms, products, systems, applications, processes, procedures,
        methods and improvements and enhancements conceived, developed or otherwise
        made
        or created or produced by the Employee, alone or with others, and in any
        way
        relating to the business or any proposed business of the Company of which
        the
        Employee has been made aware, or the products or services of the Company
        of
        which the Employee has been made aware, whether or not subject to patent,
        copyright or other protection and whether or not reduced to tangible form,
        at
        any time during the Employee’s employment with the Company or any subsidiary of
        the Company (“Developments”), shall be the sole and exclusive property of the
        Company. The Employee agrees to, and hereby does, assign to the Company,
        without
        any further consideration, all of the Employee’s right, title and interest
        throughout the world in and to all Developments. The Employee agrees that
        all
        such Developments that are copyrightable may constitute works made for hire
        under the copyright laws of the United States and, as such, acknowledges
        that
        the Company is the author of such Developments and owns all of the rights
        comprised in the copyright of such Developments, and the Employee hereby
        assigns
        to the Company, without any further consideration, all of the rights comprised
        in the copyright and other proprietary rights the Employee may have in any
        such
        Development to the extent that it might not be considered a work made for
        hire.
        The Employee shall make and maintain adequate and current written records
        of all
        Developments and shall disclose all Developments promptly, fully and in writing
        to the Company promptly after development of the same, and at any time upon
        request.

       

      F.  Cooperation

       

      At
        any
        time after the date of the Employee’s termination of employment, the Employee
        agrees to cooperate (i) with the Company in the defense of any legal matter
        involving any matter that arose during the Employee’s employment with the
        Company and (ii) with all government authorities on matters pertaining to
        any
        investigation, litigation or administrative proceeding pertaining to the
        Company. The Company will reimburse the Employee for any earnings lost by
        the
        Employee and any reasonable travel and out of pocket expenses incurred by
        the
        Employee in providing such cooperation.

       

      VII.  Enforcement

       

      The
        Employee acknowledges and agrees that the Company’s remedies at law for a breach
        or threatened breach of any of the provisions of Sections VI.A,B,D and E
        of this
        Agreement would be inadequate, and, in recognition of this fact, the Employee
        agrees that, in the event of such a breach or threatened breach, in addition
        to
        any remedies at law, the Company, without posting any bond, shall be entitled
        to
        obtain equitable relief in the form of specific performance, temporary
        restraining order, temporary or permanent injunction or any other equitable
        remedy which may then be available. In addition, the Company shall be entitled
        to immediately cease paying any amounts remaining due or providing any benefits
        to the Employee pursuant to Section 2 of the Letter and, subject to applicable
        state law, to reclaim any amounts already paid under Section 2 of the Letter
        upon a good faith determination by the Board of Directors of the Company
        that
        the Employee has violated any provision of Section VI of this Agreement,
        subject
        to payment of all such amounts upon a final determination that the Employee
        had
        not violated Section VI of this Agreement. If the Employee breaches any of
        the
        covenants contained in Section VI.A, B, D or E of this Agreement, and the
        Company Group obtains injunctive relief with respect thereto, the period
        during
        which the Employee is required to comply with that particular covenant shall
        be
        extended by the same period that the Employee was in breach of such covenant
        prior to the effective date of such injunctive relief.

       

      VIII.  General
        Provisions

       

      A.  No
        Waiver; Severability

       

      A
        failure
        of the Company or any of the Releasees to insist on strict compliance with
        any
        provision of this Agreement shall not be deemed a waiver of such provision
        or
        any other provision hereof. If any provision of this Agreement is determined
        to
        be so broad as to be unenforceable, such provision shall be interpreted to
        be
        only so broad as is enforceable, and in the event that any provision is
        determined to be entirely unenforceable, such provision shall be deemed
        severable, such that all other provisions of this Agreement shall remain
        valid
        and binding upon the Employee and the Releasees.

       

      B.  Governing
        Law

       

      THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED
        WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE
        CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE
        APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF DELAWARE.

       

      Each
        party to this Agreement irrevocably agrees for the exclusive benefit of the
        other that any and all suits, actions or proceedings relating to Section
        VI of
        this Agreement (collectively, “Proceedings” and, individually, a “Proceeding”)
        shall be maintained in either the courts of the State of Delaware or the
        federal
        District Courts sitting in Wilmington, Delaware (collectively, the “Chosen
        Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear
        and determine or settle any such Proceeding and that any such Proceedings
        shall
        only be brought in the Chosen Courts. Each party irrevocably waives any
        objection that it may have now or hereafter to the laying of the venue of
        any
        Proceedings in the Chosen Courts and any claim that any Proceedings have
        been
        brought in an inconvenient forum and further irrevocably agrees that a judgment
        in any Proceeding brought in the Chosen Courts shall be conclusive and binding
        upon it and may be enforced in the courts of any other jurisdiction.


       

      Each
        of
        the parties hereto agrees that this Agreement involves at least $100,000
        and
        that this Agreement has been entered into in express reliance on Section
        2708 of
        Title 6 of the Delaware Code. Each of the parties hereto irrevocably and
        unconditionally agrees (i) that, to the extent such party is not otherwise
        subject to service of process in the State of Delaware, it will appoint (and
        maintain an agreement with respect to) an agent in the State of Delaware
        as such
        party’s agent for acceptance of legal process and notify the other parties
        hereto of the name and address of said agent, (ii) that service of process
        may
        also be made on such party by pre-paid certified mail with a validated proof
        of
        mailing receipt constituting evidence of valid service sent to such party
        at the
        address set forth in this Agreement, as such address may be changed from
        time to
        time pursuant hereto, and (iii) that service made pursuant to clause (i)
        or (ii)
        above shall, to the fullest extent permitted by applicable law, have the
        same
        legal force and effect as if served upon such party personally within the
        State
        of Delaware.

       

      C.  Counterparts

       

      This
        Agreement may be signed in counterparts, each of which shall be an original,
        with the same effect as if the signatures thereto and hereto were upon the
        same
        instrument.

       

      D.  Notice

       

      For
        the
        purpose of this Agreement, notices and all other communications provided
        for in
        this Agreement shall be in writing and shall be deemed to have been duly
        given
        if delivered personally, if delivered by overnight courier service,
        if sent
        by facsimile transmission or if mailed
        by
        United States registered mail, return receipt requested, postage prepaid,
        addressed to the respective addresses or sent via facsimile to the respective
        facsimile numbers, as the case may be, as set forth below, or to such other
        address as either party may have furnished to the other in writing in accordance
        herewith, except that notice of change of address shall be effective only
        upon
        receipt; provided, however, that (i) notices sent by personal delivery or
        overnight courier shall be deemed given when delivered; (ii) notices sent
        by
        facsimile transmission shall be deemed given upon the sender’s receipt of
        confirmation of complete transmission, and (iii) notices sent by United States
        registered mail shall be deemed given two
        days
        after the date of deposit in the United States mail.

       

      If
        to the
        Employee, to the address as shall most currently appear on the records of
        the
        Company

       

      If
        to the
        Company, to:

      


      Ply
        Gem
        Industries, Inc.

      606
        West
        Major Street

      Kearny,
        MO 64060

      Fax:
        (816) 903-4330

       

      Attn:
        President

       

      


       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have duly executed this Agreement as of the day and year first
        above written.

       

      


       

                      EMPLOYEE

      


      


                      ______________________________

      


      


                      PLY
        GEM INDUSTRIES,
        INC.

      


      


                      By:___________________________

                      Name:
        Lee D.
        Meyer

                      Title:
        President