a102lilly_interimceoadde






 Exhibit 10.2             JELD-WEN, Inc.                             2645 Silver Crescent Drive, Charlotte, NC 28273 USA                               www.jeld-wen.com                      August 3, 2022      CONFIDENTIAL    Kevin Lilly  2645 Silver Crescent Drive  Charlotte, NC  28273    Re: Interim CEO Amendment to Executive Employment Agreement    Dear Kevin,    On behalf of JELD-WEN Holding, Inc. (“JELD-WEN” or “Company”) I am pleased to offer you  the role of Interim Chief Executive Officer (CEO), to serve in such role during an undetermined  transitional period while the Board of Directors selects and places a new Chief Executive Officer  within the Company.  During this transitional period, you will report directly to me, David Nord,  Chair of the Board of Directors and have the duties normally associated with this position and  such other duties as may be assigned from time to time.      This letter (the “Amendment”) amends your existing Executive Employment Agreement and  except as expressly amended by this Amendment, your terms of employment will continue to be  governed by your Executive Employment Agreement.  Any defined terms in this Amendment are  as defined in your Executive Employment Agreement.     Term  The terms of this Amendment are to commence on or around August 3, 2022 and shall remain in  effect until terminated by the Board of Directors in its sole discretion (the “Interim Period”). You  hereby agree and acknowledge that none of (i) the modification of your duties, roles,  responsibilities and reporting relationships, to include the role of Interim Chief Executive  Officer, (ii) any changes to your compensation (including incentive compensation) and benefits  provided under this Amendment, (iii) the modification of your duties, roles, responsibilities and  reporting relationships to no longer include those associated with the role of Interim Chief  Executive Officer at the conclusion of the Interim Period, and (iv) any changes to your  compensation (including incentive compensation) and benefits provided under this Amendment  to no longer include those associated with the role of Interim Chief Executive Officer at the  conclusion of the Interim Period will provide a basis for any claim of Good Reason under the  Executive Employment Agreement (including this Amendment).    





 






     2    Stipend  During the Interim Period, you will receive a stipend of $475,000 per annum (“Stipend”), which  shall be paid $18,269 bi-weekly in accordance with the normal payroll practices of the Company  in the United States as in effect from time to time.  The Stipend will discontinue on the last full  payroll at the time of the termination of this Amendment.      Annual Bonus   During the Interim Period, your target annual bonus under the MIP in respect of each Fiscal Year  shall be 110% of your Base Salary, prorated for the months in which you are in the interim role.   The prorated annual target % will be calculated by the number of months in the year while in the  interim role multiplied by 110% and the remaining months while not in the interim role will be  multiplied by 60%.  For example, if you remain in the interim role for the remainder of Fiscal  Year 2022, your pro-rated target bonus percent in 2022 will be 81% (calculated at 7 months at  60% and 5 months at 110%).  For Fiscal Year 2022, you will receive a minimum guaranteed  Annual Bonus of $250,000, payable in March 2023 and in accordance with the Company’s  normal annual bonus practices and MIP.      Annual Long-Term Incentive Awards    During the Interim Period, your annual target long-term incentive award shall be 140% of your  Base Salary, and your maximum annual long-term incentive award will be 210% of your Base  Salary.  Any grant values under the plan or adjustments of your annual target long-term incentive  award are at the discretion of and approved by the Compensation Committee of the Board of  Directors as outlined in the Executive Employment Agreement.    Thank you for your consideration and support in fulfilling the interim role of Interim  CEO.  The Board of Directors and the Senior Leadership Team are at your disposal  and support.    Best regards,       David Nord  Chair, JELD-WEN’s Board of Directors            Accepted and Agreed,      __/s/ Kevin C. Lilly____________  Kevin C. Lilly