Exhibit 10.1


 


NCI Building Systems, Inc. Senior Executive
Bonus Plan


 


I. Purposes


 


The purposes of the
NCI Building Systems, Inc. Senior Executive Bonus Plan (the “Plan”) are to retain and motivate executive officers
and key employees of the Company or any of its Subsidiaries who have been designated by the Compensation Committee (the “Committee”)
to participate in the Plan by providing them with the opportunity to earn performance-based incentive payments. It is intended
that all amounts payable to Participants who are “covered employees” within the meaning of Section 162(m) of the Code
will constitute “qualified performance-based compensation” within the meaning of the U.S. Treasury regulations promulgated
thereunder, and the Plan and the terms of any Awards hereunder shall be so interpreted and construed to the maximum extent possible.


 


II. Certain Definitions


 


“Adjusted
EBITDA” shall mean, for a Performance Period, net income before equity in earnings of unconsolidated Subsidiaries, income
tax expense, loss on early debt extinguishment, interest and other (expense) income, realized gain (loss) on investments, interest
expense, equity-based compensation expense, related party management fees, restructuring charges and depreciation and amortization
expense and net income attributable to noncontrolling interests. If Adjusted EBITDA is negative for a fiscal year, Adjusted EBITDA
for purposes of this Plan shall be deemed to be zero.


 


“Award” shall mean any
incentive payment made to a Participant pursuant to the Plan.


 


“Board” shall mean the
Board of Directors of the Company.


 


“Code” shall mean the
Internal Revenue Code of 1986, as amended.


 


“Committee”
shall mean the Compensation Committee of the Board or such other committee or subcommittee designated by the Board that satisfies
any then applicable requirements of the principal national stock exchange on which the common stock of the Company is then traded
to constitute a compensation committee, and which, as to any compensation intended to qualify as performance-based compensation
under Section 162(m) of the Code, shall consist of two or more members, each of whom is an “outside director” within
the meaning of Section 162(m) of the Code.


 


“Company” shall mean
NCI Building Systems, Inc., a Delaware corporation, and any successor thereto.


 


“Covered Employee” means
any “covered employee” as defined in Section 162(m) of the Code.


 


“Designation Period”
shall mean, with respect to any Performance Period, a period commencing on or before the first day of the Performance Period and
ending not later than the earlier of (i) ninety (90) days after the commencement of the Performance Period and (ii)
the date on which twenty-five percent (25%) of the Performance Period has been completed. Any action required to be taken within
a Designation Period may be taken at a later date if permissible under Section 162(m) of the Code.


 


“Participant”
shall mean, for a Performance Period, the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial
Officer; the Presidents of each of the Company’s operating divisions or Subsidiaries; and any other executive officer, officer
or key employee of the Company or any Subsidiary who is designated to participate in the Plan by the Committee or the Chief Executive
Officer of the Company. Participants who are or who could reasonably be expected to be Covered Employees shall be designated as
Participants by the Committee on or before the end of the Designation Period (or a later date if permissible under Section 162(m)
of the Code).


 


“Performance
Period” shall mean the fiscal year of the Company; provided, however, that the Committee may designate
that the Performance Period for an Award be more than one fiscal year (with any such designation by the Committee to be made within
the time period permitted under Section 162(m) of the Code).


 


“Plan” shall mean the
NCI Building Systems, Inc. Senior Executive Bonus Plan as set forth herein, as it may be amended from time to time.


 


“Section 162(m) of the Code”
means Section 162(m) of the Code, as amended from time to time, and the applicable rules and regulations promulgated thereunder.


 


“Section 409A of the Code”
means Section 409A of the Code, as amended from time to time, and the applicable rules and regulations promulgated thereunder.


 




    	 



    	 



    

 


“Subsidiary” shall mean
any entity that is directly or indirectly controlled by the Company or any entity in which the Company directly or indirectly has
at least a 50% equity interest.


 


III. Administration


 


3.1.        General.
The Plan shall be administered by the Committee, which shall have the full power and authority to interpret, construe and administer
the Plan and any Award granted hereunder (including reconciling any inconsistencies, correcting any defaults and addressing any
omissions). The Committee’s interpretation, construction and administration of the Plan and all its determinations hereunder
shall be final, conclusive and binding on all persons for all purposes.


 


3.2.        Powers and Responsibilities.
The Committee shall have the following discretionary powers, rights and responsibilities in addition to those described in Section
3.1:


 


(a)        to designate the Participants
for a Performance Period;


 


(b)        to determine the amounts
of the Awards and any other material terms and conditions applicable to the Awards;


 


(c)        to
decide whether, and under what circumstances and subject to what terms, Awards are to be paid on a deferred basis, including whether
such a deferred payment shall be made solely at the Committee’s discretion or whether a Participant may elect deferred payment,
in each case, so long as such deferral or deferral election is permissible under, and complies, with the requirements set forth
in Section 409A of the Code; provided, however, that, any deferral contemplated by the Plan must be permitted by,
and shall be governed by, the terms of the deferred compensation plan or program pursuant to which the Participant may be entitled
to defer his or her annual bonuses from time to time;


 


(d)        to
decide whether, and under what circumstances and subject to what terms, Awards are to be settled in shares of common stock or other
equity awards of the Company (provided, that any such equity awards shall be issued under the Company’s long-term
equity incentive plan as in effect from time to time), and the terms and conditions applicable to such awards, including without
limitation vesting terms; and


 


(e)        to
adopt, revise, suspend, waive or repeal, when and as appropriate, in its sole and absolute discretion, such administrative rules,
guidelines and procedures for the Plan as it deems necessary or advisable to implement the terms and conditions of the Plan, so
long as permitted under Section 162(m) of the Code.


 


3.3.        Delegation
of Power. The Committee may delegate some or all of its power and authority hereunder to the Chief Executive Officer or other
executive officer of the Company as the Committee deems appropriate; provided, however, that with respect to any
person who is a Covered Employee or who, in the Committee’s judgment, is likely to be a Covered Employee at any time during
the applicable Performance Period, only the Committee shall be permitted to (i) designate such person to participate
in the Plan for such Performance Period, (ii) determine the amount of such person’s Award for such Performance
Period and (iii) take any other action required to be taken under Section 162(m) of the Code. Notwithstanding the foregoing,
no Participant shall make decisions under the Plan with respect to his or her own compensation under the Plan, including, without
limitation, regarding his or her own Award.


 


3.4.        Limitations
on Discretion. It is the intention that Awards under the Plan qualify as qualified performance-based compensation under Section
162(m) of the Code and that all payments made under the Plan be excluded from the deduction limitations contained in Section 162(m)
of the Code. The Plan shall be construed at all times in favor of its meeting the exception for qualified performance-based compensation
contained in Section 162(m) of the Code. Accordingly, the Committee shall have no discretion under this Plan (including, without
limitation, with respect to adjustments to Adjusted EBITDA) if the actual exercise of such discretion or the ability to exercise
such discretion would cause any Award to fail to qualify as qualified performance-based compensation under Section 162(m) of the
Code. Therefore, if any Plan provision is found not to be in compliance with the exception for qualified performance-based compensation,
that provision shall be deemed amended so that the Plan does so comply to the extent permitted by law and deemed advisable by the
Committee.


 


IV. Awards


 


4.1.        Determination
of Award Amounts. The maximum aggregate Award payable to each Participant under the Plan shall not exceed three percent (3%)
of the Company’s Adjusted EBITDA for the applicable Performance Period. The amount of each Participant’s Award for
a Performance Period shall be determined by the Committee, acting in its sole discretion subject to the maximum amount set forth
above. For the avoidance of doubt, the Committee, acting in its sole discretion using whatever individual or corporate performance
goals it determines to use, may determine to pay a lesser amount with respect to an Award than the maximum amount specified herein.
However, no Participant shall receive payment with respect to an Award unless Adjusted EBITDA in respect of the applicable Performance
Period exceeds zero. For the avoidance of doubt, the exercise of negative discretion with respect to any Participant shall not
operate to result in an increase in a payment to any other Participant.


 




    	 



    	 



    

 


4.2.        Timing of
Payment. Subject to Section 3.2(d), payment in respect of an Award under the Plan shall be in cash and shall be paid as soon
as practicable after the end of the Performance Period, but no later than the 15th day of the third month following the end of
the Performance Period. As conditions to the right of a Participant to receive an Award, (i) the Committee shall first certify
in writing the Company’s Adjusted EBITDA (which must be greater than zero) and that the Award has been determined in accordance
with the provisions of the Plan and (ii) such Participant must be employed by the Company on the payment date. Notwithstanding
clause (ii) of the preceding sentence but subject to the other terms and conditions of the Plan and to the extent consistent with
Section 162(m) of the Code, the Committee may make payment in respect of an Award under the Plan to a Participant whose employment
with the Company terminates prior to the end of the Performance Period, whether pursuant to an individual agreement between the
Participant and the Company or its Subsidiary or otherwise.


 


V. General


 


5.1.        Effective
Date and Term of Plan. The Plan shall become effective with respect to the fiscal year of the Company beginning on November
4, 2013, subject to Section 5.16. The Plan shall remain in effect until it is terminated by the Board or the Committee.


 


5.2.        Amendment
and Termination. The Board or the Committee may at any time amend, suspend, discontinue or terminate the Plan; provided,
however, that no such action shall be effective without approval by the stockholders of the Company to the extent necessary
to continue to qualify the amounts payable hereunder to Covered Employees as performance-based compensation for purposes of Section
162(m) of the Code.


 


5.3.        Non-Transferability
of Awards. No Award under the Plan shall be transferable other than by will, the laws of descent and distribution or pursuant
to beneficiary designation procedures approved by the Company (including the procedures in Section 5.7, if applicable). Except
to the extent permitted by the foregoing sentence, no Award may be sold, transferred, assigned, pledged, hypothecated, encumbered
or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.
Upon any attempt to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any such Award, such Award and
all rights thereunder shall immediately become null and void.


 


5.4.        Tax Withholding.
The Company and each Subsidiary shall have the right and power to deduct from all amounts paid to a Participant (whether under
the Plan or otherwise) or to require a Participant to remit to the Company promptly upon notification of the amount due, an amount
to satisfy the minimum federal, state or local or foreign taxes or other obligations required by law to be withheld with respect
thereto with respect to any Award.


 


5.5.        Payment
by a Subsidiary. The Company may satisfy its obligations under the Plan with respect to a Participant by causing any Subsidiary
to make the payment to which such Participant is entitled under the Plan.


 


5.6.        No Right
of Participation or Employment. No person shall have any right to participate in the Plan. Neither the Plan nor any Award shall
confer upon any person any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect
in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person
at any time without liability hereunder.


 


5.7.        Designation
of Beneficiary. If permitted by the Company, a Participant may file with the Committee a written designation of one or more
persons as such Participant’s beneficiary or beneficiaries (both primary and contingent) in the event of the Participant’s
death. Each beneficiary designation shall become effective only when filed in writing with the Committee during the Participant’s
lifetime on a form prescribed by the Committee. The spouse of a married Participant domiciled in a community property jurisdiction
shall join in any designation of a beneficiary other than such spouse. The filing with the Committee of a new beneficiary designation
shall cancel all previously filed beneficiary designations. If a Participant fails to designate a beneficiary, or if all designated
beneficiaries of a Participant predecease the Participant, then each outstanding Award shall be payable to the Participant’s
estate of legal representative.


 


5.8.        Governing
Law. The Plan and each Award, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed
by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance
therewith without giving effect to principles of conflicts of laws.


 


5.9.        Other Plans.
Award payments under the Plan shall not be treated as compensation for purposes of any other compensation or benefit plan, program
or arrangement of the Company or any of its Subsidiaries, unless either (i) such other plan provides compensation such
as Award payments made pursuant to the Plan are to be considered as compensation thereunder or (ii) the Board or the
Committee so determines in writing. Neither the adoption of the Plan nor the submission of the Plan to the Company’s stockholders
for their approval shall be construed as limiting the power of the Board or the Committee to adopt such other incentive arrangements
as it may otherwise deem appropriate.


 




    	 



    	 



    

 


5.10.      Binding
Effect. The Plan shall be binding upon the Company and its successors and assigns and the Participants and their beneficiaries,
personal representatives and heirs. If the Company becomes a party to any merger, consolidation or reorganization, then the Plan
shall remain in full force and effect as an obligation of the Company or its successors in interest, unless the Plan is amended
or terminated pursuant to Section 5.2.


 


5.11.      Forfeiture
of Awards under Applicable Laws or Regulations. Awards granted under the Plan shall be subject to clawback policies as the
Company may adopt or approve from time to time or as required by applicable law, regulation or stock exchange rule. Pursuant to
such clawback policies, the Company may (i) cancel, reduce, or require a Participant to forfeit any Award granted under
the Plan or (ii) require a Participant to reimburse or disgorge to the Company any amounts received pursuant to the
payment of an Award granted under the Plan, in each case, to the extent not prohibited by applicable law, regulation or stock exchange
rule in effect on or after the effective date of the Plan.


 


5.12.      Unfunded
Plan; Plan Not Subject to ERISA. The Plan is an unfunded plan and Participants shall have the status of unsecured creditors
of the Company. The Plan is not intended to be subject to the Employee Retirement Income and Security Act of 1974, as amended.


 


5.13.      Limitation
Period for Claims. Any person who believes he or she is being denied any benefit or right under the Plan may file a written
notice with the Committee. Any claim must be delivered to the Committee within forty-five (45) days of the later of the payment
date of the award or the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied.
The Committee will notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded
to by the Committee in writing within ninety (90) days of the date the written claim is delivered to the Committee shall be deemed
denied. The Committee’s decision is final and conclusive and binding on all persons. No lawsuit relating to the Plan may
be filed before a written claim is filed with the Committee and is denied or deemed denied and any lawsuit must be filed within
one year of such denial or deemed denial or be forever barred.


 


5.14.      409A Compliance.
The Plan is intended to provide for payments that are exempt from the provisions of Section 409A of the Code to the maximum extent
possible and otherwise to be administered in a manner consistent with the requirements, where applicable, of Section 409A of the
Code. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants
of immediate tax recognition and additional taxes pursuant to Section 409A of the Code. Notwithstanding the foregoing, neither
the Company nor the Committee, nor any of the Company’s directors, officers or employees shall have any liability to any
person in the event Section 409A of the Code applies to any payment or right under the Plan in a manner that results in adverse
tax consequences for the Participant or any of his beneficiaries or transferees. Notwithstanding any provision of the Plan to the
contrary, the Board or the Committee may unilaterally amend, modify or terminate the Plan or any right hereunder if the Board or
Committee determines, in its sole discretion, that such amendment, modification or termination is necessary or advisable to comply
with applicable U.S. law, as a result of changes in law or regulation or to avoid the imposition of an additional tax, interest
or penalty under Section 409A of the Code.


 


5.15.      Severability.
If any provision of the Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard
to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan.


 


5.16.      Stockholder
Approval. The Plan shall be submitted to the stockholders of the Company for approval at the annual meeting of the stockholders
of the Company to be held in February 2014. The effectiveness of the Plan is subject to such stockholder approval.