Exhibit 10.2


 


RESTRICTED STOCK
AGREEMENT


THIS RESTRICTED STOCK
AGREEMENT (this “Agreement”) is made as of August 31, between WII
Holding, Inc., a Delaware corporation (the “Company”), and Dale Herbst (“Executive”).


The Company and Executive
desire to enter into an agreement pursuant to which Executive shall purchase,
and the Company shall sell, 5,605.97 shares of the Company’s Common Stock, par
value $0.01 per share (the “Common Stock”).  All of such shares of Common Stock acquired
by Executive pursuant to this Agreement are referred to herein as “Executive
Stock.” Certain definitions are set forth in Section  8 of
this Agreement.


Olympus Growth Fund IV,
L.P. and its affiliates (the “Investor”) acquired capital stock of the
Company pursuant to a Stock Purchase Agreement, dated as of January 9, 2007,
among the Company, the Investor and the other stockholders of the Company party
thereto.  Certain provisions of this
Agreement are intended for the benefit of, and shall be enforceable by, the
Investor.


In consideration of the
mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


1.             Purchase and Sale of Executive Stock.


(a)           Upon execution of this Agreement,
Executive shall purchase, and the Company shall sell, 5,605.97 shares of Common
Stock at a price of $0.01 per share. The Company shall deliver to Executive a
copy of the certificate representing such shares of Common Stock (subject to Section
1(b) below), and Executive shall deliver to the Company a check in the
aggregate amount of $56.06.


(b)           Until the occurrence of a Sale of the
Company or a Public Offering, all certificates evidencing shares of Executive
Stock shall be held by the Company for the benefit of Executive and the other
holder(s) of Executive Stock.  Upon the
occurrence of a Sale of the Company or a Public Offering, the Company shall
deliver the certificates for the Executive Stock to the record holders thereof.


(c)           Within thirty (30) days after
Executive purchases any Executive Stock from the Company, Executive may make an
election with the Internal Revenue Service under Section 83(b) of the Internal
Revenue Code and the regulations promulgated thereunder with respect to any
such purchase in the form of Annex A attached hereto.


(d)           In connection with the purchase and
sale of the Executive Stock hereunder, Executive represents and warrants to the
Company that:


(i)            The Executive Stock
to be acquired by Executive pursuant to this Agreement shall be acquired for
Executive’s own account and not with a view to, or intention of, distribution
thereof in violation of the 1933 Act, or any applicable state securities laws,
and the Executive Stock shall not be disposed of in contravention of the 1933
Act or any applicable state securities laws.


(ii)           Executive is an
executive officer or management employee of the Company or its Subsidiaries, is
an “accredited investor” as defined in Rule 501(a) under Regulation D
promulgated under the Securities Act, and, by reason of his business and
financial experience, and the business and financial experience of those
retained by or on behalf of Executive to advise him with respect to his
subscription for the Executive Stock being purchased hereunder, 





















Executive,
together with such advisors, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the risks
and benefits of the investment in the Executive Stock.


(iii)          Executive is able
to bear the economic risk of Executive’s investment in the Executive Stock for
an indefinite period of time because the Executive Stock has not been
registered under the 1933 Act and, therefore, cannot be sold unless
subsequently registered under the 1933 Act or an exemption from such
registration is available.


(iv)          Executive and his
advisors have had an opportunity to ask questions and receive answers
concerning the terms and conditions of the offering of Executive Stock and has
had full access to such other information concerning the Company as Executive
has requested.


(v)           This Agreement
constitutes the legal, valid and binding obligation of Executive, enforceable
in accordance with its terms, and the execution, delivery and performance of
this Agreement by Executive do not and shall not conflict with, violate or
cause a breach of any agreement, contract or instrument to which Executive is a
party or any judgment, order or decree to which Executive is subject.


(e)           As an inducement to the Company to
issue the Executive Stock to Executive, as a condition thereto, Executive
acknowledges and agrees that:


(i)            neither the
issuance of the Executive Stock to Executive nor any provision contained herein
shall entitle Executive to remain in the employment of the Company and/or its Subsidiaries
or affect the right of the Company to terminate Executive’s employment at any
time;


(ii)           the Company shall
have no duty or obligation to disclose to Executive, and Executive shall have
no right to be advised of, any material information regarding the Company and
its Subsidiaries at any time prior to, upon or in connection with the
repurchase of Executive Stock upon the termination of Executive’s employment
with the Company and its Subsidiaries or as otherwise provided hereunder; and


(iii)          he shall be bound
by the obligations set forth in Section  6 hereof.


2.             Vesting of Executive Stock.


(a)           Except as otherwise provided in Sections
2(b), 2(c) and 2(d) below, the Executive Stock shall
become vested in accordance with the following schedule (provided that
if only clause (ii) is satisfied in a given year, then half of the amount that
would vest if both (i) and (ii) were satisfied shall vest as of such fiscal
year end), if (i) the
Company’s EBITDA meets the applicable EBITDA Target Amount as of such fiscal
year end, and (ii) if as of each such date Executive is, and has been since the
date hereof, employed by the Company or any of its Subsidiaries:


	
  Date

  	
   

  	
  Annual Percentage of

  Executive Stock Vested

  	
   

  
	
  Company’s fiscal
  year ending on or around December 31, 2007

  	
   

  	
  25

  	
  %

  
	
  Company’s fiscal
  year ending on or around December 31, 2008

  	
   

  	
  25

  	
  %

  
	
  Company’s fiscal
  year ending on or around December 31, 2009

  	
   

  	
  25

  	
  %

  
	
  Company’s fiscal
  year ending on or around December 31, 2010

  	
   

  	
  25

  	
  %

  



 


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(b)           To the extent the EBITDA Target
Amount is not achieved in a certain fiscal year (a “Missed Fiscal Year”),
if the Company’s EBITDA in a subsequent fiscal year (through and including the
last fiscal year) is at least equal to the EBITDA Target Amount for such fiscal
year (an “Achieved Fiscal Year”), then for each Missed Fiscal Year, if
the Company’s aggregate EBITDA for such Missed Fiscal Year and all subsequent
fiscal years (up to and including the Achieved Fiscal Year) is at least equal
to the sum of the EBITDA Target Amounts for such fiscal years, then the
percentage of Executive Stock that will be vested for achieving the Achieved
Fiscal Year shall include the percentage of the Executive Stock for such Missed
Fiscal Year.  If the percentage of
Executive Stock for any Missed Fiscal Year is vested in accordance with this Section
2(b), such fiscal year shall no longer be deemed to be a Missed Fiscal
Year.  Notwithstanding anything set forth
herein to the contrary, (i) all Executive Stock shall become fully vested on
the date that is seven (7) years from the date hereof, provided that Executive
is, and has been since the date hereof, employed by the Company or any of its
Subsidiaries on such date, and (ii) in no event shall the aggregate amount of
Executive Stock to be vested exceed the amount of Executive Stock purchased
hereunder.


(c)           Shares of Executive Stock which have
become vested are referred to herein as “Vested Shares” and all other
shares of Executive Stock are referred to herein as “Unvested Shares.”  Upon the occurrence of a Sale of the Company,
all Unvested Shares shall become Vested Shares at the time of such event if the
Investor receives an aggregate amount in such Sale of the Company in respect of
the capital stock of the Company held by the Investor at least equal to the
product of (i) the Investor’s aggregate original cost for all of the capital
stock of the Company held by the Investor at the time of such Sale of the
Company, and (ii) the Target Return Rate set forth in Appendix A for the
year in which such Sale of the Company is consummated.  Any Unvested Shares held by Executive at the
time of a Sale of the Company (excluding the Unvested Shares that shall become
Vested Shares in connection with such Sale of the Company in accordance with
this Section  2(c)) shall be subject to repurchase by the Company
in accordance with the terms of Section  3 below.  All Unvested Shares held by Executive at the
time of a Public Offering shall remain outstanding and be subject to the
original vesting schedule set forth in Section  2(a) above.


(d)           Notwithstanding anything herein to
the contrary, the Board may, in its sole discretion, accelerate the vesting of
shares of Executive Stock at any time.


3.             Repurchase Option.


(a)           In the event Executive ceases to be
employed by the Company and its Subsidiaries for any reason (the “Termination”),
the Executive Stock (whether held by Executive or one or more of Executive’s
transferees) shall be subject to repurchase by the Company and the Investor
pursuant to the terms and conditions set forth in this Section  3
(the “Repurchase Option”).


(b)           The purchase price for each Unvested
Share shall be the lesser of (i) Executive’s Original Cost for such share and
(ii) the Fair Market Value for such share (in each case, with shares having the
lowest cost subject to repurchase prior to shares with a higher cost).  The purchase price for each Vested Share
shall be the Fair Market Value for such share; provided that, if Executive is
terminated for Cause, then the purchase price for each Vested Share shall be
the lesser of (A) Executive’s Original Cost for such share and (B) the Fair
Market Value for such share (in each case, with shares having the lowest cost
subject to repurchase prior to shares with a higher cost).


(c)           The Board may elect to purchase all
or any portion of the Unvested Shares and/or the Vested Shares by delivering
written notice (the “Repurchase Notice”) to the holder or holders of the
Executive Stock within 120 days after the Termination. The Repurchase Notice
shall set forth the number of Unvested Shares and Vested Shares to be acquired
from each holder of Executive Stock, the aggregate 


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consideration to be paid for such shares and the time
and place for the closing of the transaction. The number of shares to be
repurchased by the Company shall first be satisfied to the extent possible from
the shares of Executive Stock held by Executive at the time of delivery of the
Repurchase Notice. If the number of shares of Executive Stock then held by
Executive is less than the total number of shares of Executive Stock the
Company has elected to purchase, the Company shall purchase the remaining
shares elected to be purchased from the other holder(s) of Executive Stock under
this Agreement pro rata according to the number of shares of Executive Stock
held by such other holder(s) at the time of delivery of such Repurchase Notice
(determined as close as practicable to the nearest whole shares). The number of
Unvested Shares and Vested Shares to be repurchased hereunder shall be
allocated among Executive and the other holders of Executive Stock (if any) pro
rata according to the number of shares of Executive Stock to be purchased from
such persons.


(d)           If for any reason the Company does
not elect to purchase all of the Executive Stock pursuant to the Repurchase
Option, the Investor shall be entitled to exercise the Repurchase Option for
the shares of Executive Stock the Company has not elected to purchase (the “Available
Shares”). As soon as practicable after the Company has determined that
there will be Available Shares, but in any event within 120 days after the
Termination, the Company shall give written notice (the “Option Notice”)
to the Investor setting forth the number of Available Shares and the purchase
price for the Available Shares. The Investor may elect to purchase any or all
of the Available Shares by giving written notice to the Company within 30 days
after the Option Notice has been given by the Company.  As soon as practicable, and in any event
within ten days after the expiration of the 30-day period set forth above, the
Company shall notify each holder of Executive Stock as to the number of shares
being purchased from such holder by the Investor (the “Supplemental
Repurchase Notice”). At the time the Company delivers the Supplemental
Repurchase Notice to the holder(s) of Executive Stock, the Company shall also
deliver written notice to the Investor setting forth the number of shares the
Investor is entitled to purchase, the aggregate purchase price and the time and
place of the closing of the transaction. The number of Unvested Shares and
Vested Shares to be repurchased hereunder shall be allocated among the Company
and the Investor pro rata according to the number of shares of Executive Stock
to be purchased by each of them.


(e)           The closing of the purchase of the
Executive Stock pursuant to the Repurchase Option shall take place on the date
designated by the Company in the Repurchase Notice or Supplemental Repurchase
Notice, which date shall not be more than 60 days nor less than 15 days after
the delivery of the later of either such notice to be delivered. The Company
and/or the Investor shall pay for the Executive Stock to be purchased pursuant
to the Repurchase Option by delivery of a check or wire transfer of funds.  In addition, the Company may pay the purchase
price for such shares by offsetting bona fide debts owed by Executive to the
Company or any of its subsidiaries.  The
purchasers of Executive Stock hereunder shall be entitled to receive customary
representations and warranties from the sellers regarding such sale of shares
(including, without limitation, representations and warranties regarding good
title to such shares, free and clear of any liens or encumbrances) and to
require all sellers’ signatures be guaranteed by a national bank or reputable
securities broker.


(f)            The right of the Company and the
Investor to repurchase Vested Shares pursuant to this Section  3
shall terminate upon the first to occur of the Sale of the Company or a Public
Offering.


(g)           Notwithstanding anything to the
contrary contained in this Agreement, all repurchases of Employee Stock by the
Company shall be subject to applicable restrictions contained in the Delaware
General Corporation Law and in the Company’s and its Subsidiaries’ debt
financing agreements with unaffiliated third parties. If any such restrictions
prohibit the repurchase of Employee Stock hereunder which the Company is
otherwise required to make, the time periods provided in this Section 3
shall be suspended, and the Company may make such repurchases as soon as it is
permitted to do so under such restrictions.


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4.             Restrictions on Transfer.


(a)           Transfer of Stockholder Shares.
The Executive shall not sell, transfer, assign, pledge or otherwise dispose of
(whether with or without consideration and whether voluntarily or involuntarily
or by operation of law) any interest in Executive’s Unvested Shares or Vested
Shares, except in accordance with the provisions of Section  3
hereof or in accordance with Section  8 of the Stockholders
Agreement.


(b)           The certificates representing the
Executive Stock shall bear the following legend:


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON AUGUST 31, 2007, HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER
AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND A
CERTAIN INVESTOR DATED AS OF AUGUST 31, 2007, AS AMENDED AND MODIFIED FROM TIME
TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


(c)           No holder of Executive Stock may
sell, transfer or dispose of any Executive Stock (except pursuant to an
effective registration statement under the 1933 Act) without first delivering
to the Company an opinion of counsel (reasonably acceptable in form and
substance to the Company) that neither registration nor qualification under the
1933 Act and applicable state securities laws is required in connection with
such transfer.


5.             Transfer. Prior to transferring any Executive
Stock (other than a Public Sale or an Approved Sale (as defined in the
Stockholders Agreement)) to any Person, the Executive shall cause the
prospective transferee to be bound by this Agreement and to execute and deliver
to the Company and the Investor a counterpart of this Agreement.


6.     Non-Compete. Non-Solicitation.


(a)           Executive hereby acknowledges that,
during the course of his employment with the Company and its Subsidiaries he
has and shall become familiar with the Company’s and its Subsidiaries’ trade
secrets and other Confidential Information. Executive acknowledges and agrees
that the Company and its Subsidiaries would be irreparably damaged if he were
to provide services to or otherwise participate in the business of any person
or entity competing with the Company or its Subsidiaries or providing services
similar to those of the Company and its Subsidiaries and that any such
competition or provision of services by Executive would result in a significant
loss of goodwill by the Company and its Subsidiaries.  Executive further acknowledges and agrees
that the covenants and agreements set forth in this Section  6
were a material inducement to the Company to enter into this Agreement and to
perform its obligations hereunder, and that the Company would not obtain the
benefit of the bargain set forth in this Agreement as specifically negotiated
by the parties hereto if Executive breached the provisions of this 


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Section  6. Therefore, Executive agrees
that, during the term of his employment with the Company and its Subsidiaries
(the “Employment Period”) and for 12 months thereafter (the “Noncompete
Period”), he shall not directly or indirectly own any interest in, manage,
control, participate in (whether as an officer, director, employee, partner,
agent, representative or otherwise), consult with, render services for, or in
any other manner engage in any business competing with the businesses of the
Company or its Subsidiaries, as such businesses exist or are or were in the
process of being developed during the Employment Period within North America or
any other any geographical area in which the Company or its Subsidiaries engage
or plan to engage in such businesses. 
Nothing herein shall prohibit Executive from being a passive owner of
not more than 2% of the outstanding stock of any class of a corporation which
is publicly traded so long as he does not have any active participation in the
business of such corporation. 
Notwithstanding the foregoing, in the event that the Employment Period
is terminated by the Company without Cause or by Executive with Good Reason,
then the obligations under this Section 6(a), and under each of 6(b)(iii)
and, to the extent undertaken in connection with an activity permitted under 6(b)(iii),
6(b)(iv), shall terminate concurrently with Executive’s termination for
purposes of this Agreement. 
Notwithstanding the foregoing, the Company hereby acknowledges that
Executive’s ownership at its then current levels as of January 9, 2007 of his
brother’s lumber company from which the Company purchases lumber shall not be
deemed a violation or breach of this Section 6.


(b)   During the Noncompete Period, Executive shall
not directly or indirectly through another person or entity (i) induce or
attempt to induce any employee of the Company or any Subsidiary to leave the
employ of the Company or such Subsidiary, or in any way interfere with the
relationship between the Company or any Subsidiary and any employee thereof,
(ii) hire any person who was an employee of the Company or any Subsidiary at
any time during the twelve month period prior to the date of hire, (iii) call on,
solicit, or service any customer, supplier, licensee, licensor or other
business relation or prospective client of the Company or any of its
Subsidiaries with respect to products and/or services that are or have been
provided by the Company or such Subsidiary during the twelve-month period prior
to the termination of the Employment Period, or which the Company or any of its
Subsidiaries is currently in the process of developing or (iv) induce or attempt to induce any
customer, supplier, licensee, licensor, franchisee or other business relation
of the Company or any Subsidiary to cease doing (or reduce its) business with
the Company or such Subsidiary, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation and the
Company or any Subsidiary (including, without limitation, making any negative
or disparaging statements or communications regarding the Company or its
Subsidiaries).


(c)   In the event of a breach or a threatened
breach by Executive of any of the provisions of this Section  6,
the Company would suffer irreparable harm, and in addition and supplementary to
other rights and remedies existing in its favor, the Company shall be entitled
to specific performance and/or injunctive or other equitable relief from a
court of competent jurisdiction in order to enforce or prevent any violations
of the provisions hereof.  In addition,
in the event of a breach or violation by Executive of this Section  6,
the Noncompete Period shall be automatically extended by the amount of time
between the initial occurrence of the breach or violation and when such breach
or violation has been duly cured. Executive acknowledges that the restrictions
contained in this Section  6 are reasonable and that he has
reviewed the provisions of this Agreement with his legal counsel.  Executive acknowledges and agrees that the
covenants contained in this Section  6 are in addition to, rather
than in lieu of, any similar or related covenants to which Executive is a party
or by which he is bound.


(d)   Executive agrees that Executive shall not, at
any time, whether during or after Executive ceases to provide services to the
Company or any of its Subsidiaries, make or publish any untruthful statement
(orally or in writing) that intentionally libels, slanders, disparages or
otherwise defaces the goodwill or reputation (whether or not such disparagement
legally constitutes libel or slander) of the Company, any Subsidiary or any of
their affiliates, or its other officers, managers, directors, partners or 


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investment
professionals.  Executive acknowledges
that he, as part of his employment, is responsible for preserving the goodwill
or reputation of the aforementioned parties.


7.             Confidential Information.  Executive acknowledges that the Confidential
Information is the property of the Company or such Subsidiary.  Therefore, Executive agrees that he shall not
disclose to any person or entity or use for any purpose (other than for the
benefit of the Company and its Subsidiaries) any Confidential Information or
any confidential or proprietary information of other persons or entities in the
possession of the Company and its Subsidiaries (“Third Party Information”),
without the prior written consent of the Board, unless and to the extent that
the Confidential Information or Third Party Information becomes generally known
to and available for use by the public other than as a result of Executive’s
acts or omissions.  Executive shall
deliver to the Company at the termination or expiration of the Employment
Period, or at any other time the Company may request, all memoranda, notes,
plans, records, reports, computer tapes, printouts and software and other
documents and data (and copies thereof) embodying or relating to the
Confidential Information, Work Product (as defined below) or the business of
the Company or any Subsidiary which he may then possess or have under his
control.


8.             Definitions.


“1933 Act” means
the Securities Act of 1933, as amended from time to time.


“Board” means the
board of directors of the Company.


“Cause” means,
with respect to Executive, one or more of the following: (i) the commission of
a felony or other crime involving moral turpitude, (ii) the commission of any
act or the omission to take an act, either of which results in disloyalty or
fraud toward the Company or any of its Subsidiaries, or involving dishonesty in
connection with the Company or any of its Subsidiaries, which is materially detrimental
to the Company or any of its Subsidiaries, (iii) reporting to the workplace
under the influence of alcohol or illegal drugs, the use of illegal drugs
(whether or not at the workplace) or other repeated conduct causing the Company
or any of its Subsidiaries substantial public disgrace or disrepute or
substantial economic harm, (iv) failure to perform duties as reasonably
directed by the Board, and such failure is not cured within twenty (20) days
after the Executive receives written notice thereof from the Board, (v)
unlawful conduct or gross misconduct that is willful and deliberate on
Executive’s part and that, in either event, is materially injurious to the
Company or any of its Subsidiaries, or (vi) any other material breach of any
employment agreement with Executive or of any other agreement between Executive
and the Company, which breach has not been cured by Executive within ten days
after written notice thereof to Executive from the Board.


“Confidential
Information” means information, observations and data (including trade
secrets) obtained by the Executive during the course of his employment with the
Company and its Subsidiaries (including those obtained by him while employed by
the Company and its Subsidiaries prior to the date of this Agreement)
concerning the business or affairs of the Company or any Subsidiary.


“EBITDA” shall
mean the consolidated earnings of the Company and its subsidiaries before
deductions for LIFO, gain or loss on sale of assets, interest, taxes,
depreciation and non-cash amortization, determined in manner consistent with
the methodologies and adjustments utilized in calculating “Consolidated EBITDA”
(or its replacement definition, as applicable) under the Operating Credit
Agreement.  .


“EBITDA Target Amount”
means the target amount of EBITDA for each fiscal year ending December 31, 2007
through December 31, 2010 determined annually by the Board, after consultation
with members of the Company’s senior management team.  The Board may adjust EBITDA targets for (i) 


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general market
conditions, (ii) new businesses entered or new businesses or assets acquired or
(iii) assets sold or businesses exited.


“Executive Stock”
shall continue to be Executive Stock in the hands of any holder other than
Executive (except for the Company and the Investor and except for transferees
in a Public Sale), and except as otherwise provided herein, each such other
holder of Executive Stock shall succeed to all rights and obligations
attributable to Executive as a holder of Executive Stock hereunder. Executive
Stock shall also include shares of the Company’s capital stock issued with
respect to Executive Stock by way of a stock split, stock dividend or other
recapitalization.


“Fair Market Value”
of each share of Executive Stock means the average of the closing prices of the
sales of the Company’s Common Stock on all securities exchanges on which the
Common Stock may at the time be listed, or, if there have been no sales on any
such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day the
Common Stock is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on
any day the Common Stock is not quoted in the NASDAQ System, the average of the
highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau
Incorporated, or any similar successor organization, in each such case averaged
over a period of 21 days consisting of the day as of which the Fair Market
Value is being determined and the 20 consecutive business days prior to such
day. If at any time the Common Stock is not listed on any securities exchange
or quoted in the NASDAQ System or the over-the-counter market, the Fair Market
Value shall be the fair value of the Common Stock determined in good faith by
the Board (without taking into account any minority discount, or the effect of
any contemporaneous repurchase of Unvested Shares under Section  3
hereof).


“Good Reason”
shall mean (i) any requirement by the Company that Executive’s principal office
be moved by more than fifty (50) miles from the St. Cloud metropolitan area
without Executive’s consent, (ii) a reduction of Executive’s base salary or
aggregate target bonus amount (except as part of a general reduction in the
base salaries or aggregate target bonus amounts for all executive officers of
the Company) or (iii) the material breach of any terms and conditions of any
employment agreement with Executive by the Company not caused by Executive; provided
that no such occurrence shall constitute the basis for a termination with “Good
Reason” unless Executive notifies the Company in writing within 30 days of such
occurrence that Executive considers such occurrence to be the basis for a
termination with “Good Reason” and the Company fails to cure such occurrence
within 30 days following receipt of such notice; provided  further
that if the Company fails to cure such occurrence within such 30 day period,
Executive shall have period of 15 days following the expiration of such 30 day
period to terminate his employment with “Good Reason” on the basis of such
occurrence and if Executive thereafter remains in the employ of the Company or
any of its Subsidiaries, Executive’s continued employment shall constitute a
waiver of all rights hereunder to terminate his employment for “Good Reason” on
the basis of such occurrence.  Notwithstanding
any provision herein to the contrary, in the event that the Company provides
Executive with written notice of its intent to move Executive’s principal
office by more than fifty (50) miles from the St. Cloud metropolitan area (a “Relocation
Notice”), and Executive does not notify the Company in writing within 30
days following his receipt of any such Relocation Notice that Executive would
consider such a move to be the basis for a termination with “Good Reason”, then
Executive shall be deemed to waive any and all rights to terminate his
employment for “Good Reason” in connection with any such move as described in
such Relocation Notice (it also being understood and agreed that the Company’s
abandonment of any such contemplated move described in any such Relocation
Notice shall be deemed to cure any and all bases for Executive to claim that
any such proposed move would constitute the basis for a termination with “Good
Reason”).


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“Independent Third
Party” means any Person who, immediately prior to the contemplated
transaction, does not own directly or indirectly in excess of 5% of the Company’s
voting capital stock on a fully-diluted basis (a “5% Owner”), who does
not control, is not controlled by or under common control with any such 5%
Owner and who is not the spouse or descendent (by birth or adoption) of any
such 5% Owner or a trust for the benefit of such 5% Owner and/or such other
Persons.


                “Operating Credit Agreement” means (x) that
certain First Lien Senior Secured Credit Agreement, dated as of January 9,
2007, among WII Components, Inc. as the borrower, Credit Suisse as
administrative agent, swing line lender, an L/C issuer and as collateral agent
and each Lender from time to time party thereto (as from time to time amended,
amended and restated, modified, supplemented or refinanced in whole or in part)
and (y) any agreement governing indebtedness for borrowed money incurred from
time to time under one or more successor or replacement credit agreements,
whether by the same or any other lender or group of lenders.


“Original Cost” of
each share of Common Stock purchased hereunder shall be equal to $0.01 (as
proportionately adjusted for all subsequent stock splits, stock dividends and
other recapitalizations).


“Person” means an
individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision
thereof.


“Public Offering”
means the sale, in an underwritten public offering registered under the 1933
Act, of shares of the Company’s Common Stock.


“Public Sale”
means any sale pursuant to a registered public offering under the 1933 Act or
any sale to the public pursuant to Rule 144 promulgated under the 1933 Act
effected through a broker, dealer or market maker.


“Sale of the Company”
means the sale of the Company to an Independent Third Party or group of
Independent Third Parties pursuant to which such party or parties acquire (i)
all or substantially all of the Company’s capital stock (whether by merger,
consolidation or sale or transfer of the Company’s capital stock) or (ii) all
or substantially all of the Company’s assets determined on a consolidated
basis.


“Stockholders
Agreement” means that certain Stockholders Agreement, dated as of January
9, 2007 (as amended, modified and/or supplemented from time to time), among the
Company and its stockholders.


“Subsidiary” means
any corporation of which the Company owns securities having a majority of the
ordinary voting power in electing the board of directors directly or through
one or more subsidiaries.


“Work Product”
means discoveries, concepts, ideas, inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, patent
applications, copyrightable work and mask work (whether or not including any
confidential information) and all registrations or applications related
thereto, all other proprietary information and all similar or related
information (whether or not patentable) which relate to the Company’s or any of
its Subsidiaries’ actual or anticipated business, research and development or
existing or future products or services and which are conceived, developed or
made by Executive (whether alone or jointly with others) while employed by the
Company or its predecessor and its Subsidiaries, whether before or after the
date of this Agreement.


9.             Notices. Any notice provided for in this
Agreement must be in writing and must be either personally delivered, mailed by
first class mail (postage prepaid and return receipt requested), sent by


9






 












reputable overnight courier service (charges prepaid)
or sent by facsimile to the recipient at the address or facsimile number below
indicated:


	
  To the Company:

  
	
   

  
	
  WII Holding, Inc.

  c/o Olympus Partners

  Metro Center

  One Station Place

  Stamford, Connecticut 06902

  Attention: L. David Cardenas

  Telecopy: (203) 353-5910

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  Kirkland & Ellis LLP

  
	
  200 East Randolph Drive

  Chicago, Illinois 60601

  Attention: John A. Schoenfeld, P.C.

  Telecopy: (312) 861-2200

  
	
   

  
	
  To Executive:

  
	
   

  
	
  At the Executive’s address indicated 

  in the Company’s records

  
	
   

  
	
  To the Investor:

  
	
   

  
	
  Olympus Growth Fund IV, L.P.

  c/o Olympus Partners

  Metro Center

  One Station Place

  Stamford, Connecticut 06902

  Attention: L. David Cardenas

  Telecopy: (203) 353-5910

  
	
   

  
	
  with a Copy to:

  
	
   

  
	
  Kirkland & Ellis LLP

  
	
  200 East Randolph Drive

  
	
  Chicago, Illinois 60601

  
	
  Attention: John A. Schoenfeld, P.C.

  
	
  Telecopy: (312) 861-2200

  



 


or such other address or
to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this
Agreement shall be deemed to have been given when so delivered or sent by
overnight courier service or, if mailed, five days after deposit in the U.S.
mail.


 


10

















 


10.           General Provisions.


(a)           Transfers in Violation of
Agreement. Any transfer or attempted transfer of any Executive Stock in
violation of any provision of this Agreement shall be void, and the Company
shall not record such transfer on its books or treat any purported transferee
of such Executive Stock as the owner of such stock for any purpose.


(b)           Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction,
but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.


(c)           Complete Agreement.  This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the
complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof
in any way.


(d)           Counterparts.  This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.


(e)           Successors and Assigns.  Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company, the Investor and their respective successors and
assigns (including subsequent holders of Executive Stock); provided that the
rights and obligations of Executive under this Agreement shall not be
assignable except in connection with a permitted transfer of Executive Stock
hereunder.


(f)            Choice of Law. The corporate
law of the State of Delaware shall govern all questions concerning the relative
rights of the Company and its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement and
the exhibits hereto shall be governed by the internal law, and not the law of
conflicts, of the State of Delaware.


(g)           Remedies. Each of the parties
to this Agreement (including the Investor) shall be entitled to enforce its
rights under this Agreement specifically, to recover damages and costs
(including reasonable attorney’s fees) caused by any breach of any provision of
this Agreement and to exercise all other rights existing in its favor. The
parties hereto agree and acknowledge that money damages would not be an
adequate remedy for any breach of the provisions of this Agreement and that any
party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.


(h)           Amendment and Waiver.  The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company,
Executive and the Investor.


(i)            Business Days. If any time
period for giving notice or taking action hereunder expires on a day which is a
Saturday, Sunday or legal holiday in the state in which the Company’s chief
executive office is located, the time period shall be automatically extended to
the business day immediately following such Saturday, Sunday or holiday.


(j)            Other Matters.  This Agreement is designed to provide
incentive to Executive as an employee of the Company and/or one or more of its
Subsidiaries.  This Agreement is a
compensatory 


 


11





















benefit plan
within the meaning of the 1933 Act, and the issuance of Common Stock hereunder
is intended to qualify for the exemption from registration under Rule 701 of
the 1933 Act.


 


*    *   
*    *    *


 


12

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Restricted Stock Agreement on the date first
written above.


	
   

  	
  WII HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dale Herbst

  



 


 


	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  OLYMPUS GROWTH FUND IV, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  OGP IV, LLC

  	
   

  
	
  Its:

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  



 


 

















 


CONSENT


I, the undersigned spouse
of Dale Herbst (“Executive”), hereby acknowledge that I have read each
of the Restricted Stock Agreement, dated as of August     ,
2007, between WII Holding, Inc. (the “Company”) and Executive and each
of the Employment Agreement among the Company, WII Components, Inc. (as
successor-in-in-interest to WII Merger Corporation) and Executive, the Stock
Purchase Agreement among the Company, Executive and certain other parties
thereto, and the Stockholders Agreement among the Company, Executive and
certain other parties thereto, each dated as of January 9, 2007 (collectively,
the “Agreements”), and that I understand the contents of the
Agreements.  I am aware that the
Agreements provide for the repurchase of my spouse’s shares of capital stock of
the Company under certain circumstances and imposes other restrictions on the
transfer of such capital stock. I agree that my spouse’s interest in the
capital stock of the Company is subject to the Agreements and any interest I
may have in such capital stock shall be irrevocably bound by the Agreements and
further that my community property interest, if any, shall be similarly bound
by the Agreements.


I am aware that the
legal, financial and other matters contained in the Agreements are complex and
I am free to seek advice with respect thereto from independent counsel. I have
either sought such advice or determined after carefully reviewing the
Agreements that I will waive such right.


	
  Date: 

  	
  ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  



 

















ANNEX
A


                            
        ,          


ELECTION TO INCLUDE STOCK
IN GROSS

INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE


The undersigned purchased
shares of Common Stock, par value $0.01 per share (the “Shares”), of WII
Holding, Inc., a Delaware corporation (the “Company”) on [                   
      ], [         ].
Under certain circumstances, the Company has the right to repurchase the Shares
at cost from the undersigned (or from the holder of the Shares, if different
from the undersigned) should the undersigned cease to be employed by the
Company and its subsidiaries. Hence, the Shares are subject to a substantial
risk of forfeiture and are nontransferable. The undersigned desires to make an
election to have the Shares taxed under the provision of Code §83(b) at the
time the undersigned purchased the Shares.


Therefore, pursuant to
Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned
hereby makes an election with respect to the Shares (described below), to
report as taxable income for calendar year [          ]
the excess (if any) of the Shares’ fair market value on [                 
     ], [        ]over
the purchase price thereof.


The following information
is supplied in accordance with Treasury Regulation §1.83-2(e):


1.             The name, address and social security number of the
undersigned:


	
   

  
	
   

  
	
   

  



Social Security
Number:  [                     ]


 


2.             A description of the property with respect to which the
election is being made: [            ]
shares of                                
Common Stock, par value $0.01 per share.


3.             The date on which the property was transferred: [                 
      ], [         ].
The taxable year for which such election is made: calendar [           ].


4.             The restrictions to which the property is subject: If
the undersigned ceases to be employed by the Company or any of its subsidiaries
prior to the end of the Company’s fiscal year ending on or around December 31,
[2010], the unvested portion of the Shares shall be subject to repurchase by
the Company at the lower of cost or fair market value.  Twenty-five percent (25%) of the Shares shall
become vested on the last day of each of the Company’s next four fiscal years,
provided that certain performance targets are met.


5.             The fair market value on [                   
       ], [         ]of
the property with respect: to which the election is being made, determined
without regard to any lapse restrictions: $[         ]
per share of Common Stock.


 

















 


6.             The amount paid for such property: $0.01  per share of Common Stock.  A copy of this election has been furnished to
the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7).


	
  Dated: 

  	
                         
          ,
  [         ]

  	
   

  	
   

  
	
   

  	
  [Executive]

  



 

















 


APPENDIX A


TARGET RETURN RATE


The Target Return Rate
shall be as set forth below:


	
  Fiscal year in which the Sale of the Company occurs:

  	
   

  	
  Target Return Rate:

  	
   

  
	
  Fiscal year
  ended December 31, 2007

  	
   

  	
  150%

  	
   

  
	
  Fiscal year
  ended December 31, 2008

  	
   

  	
  175%

  	
   

  
	
  Fiscal year
  ended December 31, 2009

  	
   

  	
  200%

  	
   

  
	
  Fiscal year
  ended December 31, 2010

  	
   

  	
  225%

  	
   

  
	
  Fiscal year
  ended December 31, 2011

  	
   

  	
  250%

  	
   

  
	
  Fiscal year
  ended December 31, 2012

  	
   

  	
  250%

  	
   

  
	
  Fiscal year
  ended December 31, 2013

  	
   

  	
  250%