Exhibit 10.14


    Exhibit
      10.14

    Ply
      Gem Industries, Inc.

    185
      Platte-Clay Way, Suite A

    Kearney,
      MO 64060

    


    


    February
      1, 2006

     

    Lynn
      A.
      Morstad

    5863
      Sugar Loaf Mountain Road

    Roanoke,
      VA 24018

     

    


     

    Re: Retention
      Agreement

     

    Dear
      Lynn:

     

    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”). You presently have an Employment
      Agreement, dated January 17, 2003, as amended, with MW Manufacturers, Inc.
      (the
“Current Agreement”). 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 during the
      term
      of this agreement 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 January
      31, 2008 (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 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. Furthermore, it is expressly understood and agreed that
      this
      agreement replaces and supersedes all provisions of the Current Agreement,
      that
      the Current Agreement is hereby terminated and of no further force and effect
      and that you are not entitled to any benefits hereunder.

     

    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.

     

     

                                            Sincerely,

     

    
      	 	 	 
	 	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 Lynn Morstad (the “Employee”) and Ply Gem Industries, Inc. (the
“Company”), on February 1, 2006.

     

    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 February 1, 2006, (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