Exhibit
10.1


EXECUTION VERSION


SUPPORT AGREEMENT


THIS SUPPORT AGREEMENT
(this “Agreement”) is made and entered into as of January 9, 2007, by
and among IAC Holding Co., a Delaware corporation (“Parent”), IAL
Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger
Subsidiary”), and Cornelius C. Vanderstar, individually and as Co-trustee
of the Vanderstar Family Trust (“Shareholder”).


WHEREAS, concurrently
with the execution of this Agreement, Parent, Merger Subsidiary and International
Aluminum Corporation, a California corporation (the “Company”), are
entering into an Agreement and Plan of Merger, dated as of the date hereof (the
“Merger Agreement”), providing for the merger of Merger Subsidiary with
and into the Company (the “Merger”), pursuant to which the Company will
become a wholly owned subsidiary of Parent;


WHEREAS, as of the date
hereof, Shareholder is the record or beneficial owner of 1,720,700 shares of
common stock, par value $1.00 per share, of the Company (such shares, together
with any other shares of Company common stock acquired by Shareholder after the
date hereof, being collectively referred to herein as the “Shares”); and


WHEREAS, as a condition
to their willingness to enter into the Merger Agreement, Parent and Merger
Subsidiary have required that Shareholder enter into this Agreement and, in
order to induce Parent and Merger Subsidiary to enter into the Merger
Agreement, Shareholder is willing to enter into this Agreement.


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:


1.     Agreements of
Shareholder.


(a)           Voting; Refrain
From Certain Proxy Solicitations. 
From the date hereof until any termination of this Agreement in
accordance with its terms, at any meeting of the shareholders of the Company
however called (or any action by written consent in lieu of a meeting) and any
adjournment thereof, Shareholder shall vote the Shares (or cause them to be
voted) or (as appropriate) execute written consents in respect thereof, (i) in
favor of the adoption of the Merger Agreement and the approval of the
transactions contemplated thereby, (ii) against any action or agreement
(including, without limitation, any amendment of any agreement) that would
result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (iii) against any
Acquisition Proposal and (iv) against any agreement (including, without
limitation, any amendment of any agreement), amendment of the Company’s charter
documents or other action that is intended or could reasonably be expected to
prevent, impede, interfere with, delay, postpone or discourage the consummation
of the Merger.  Any such vote shall be
cast (or consent shall be given) by Shareholder in accordance with such
procedures relating thereto so as to ensure that it is










 



duly counted, including for purposes of determining that a quorum is
present and for purposes of recording the results of such vote (or
consent).  Shareholder further covenants
and agrees that he shall not, in his capacity as owner of the Shares, solicit
proxies or participate in a solicitation with respect to an Acquisition
Proposal.  Notwithstanding any other
provision of this Agreement, Shareholder’s obligations under this Section 1(a)
shall not extend to any modification or amendment to the Merger Agreement
unless Shareholder otherwise agrees in a subsequent writing.


(b)           Irrevocable Proxy.  Concurrently with the execution of this
Agreement, Shareholder agrees to deliver to Parent a proxy in the form attached
hereto as Annex A (the “Proxy”), which shall be irrevocable to
the extent provided therein.


(c)           Restriction on
Transfer; Other Restrictions.  From
the date hereof until any termination of this Agreement in accordance with its
terms, Shareholder shall not directly or indirectly (i) sell, transfer
(including by operation of law), give, pledge, encumber, assign or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, gift, pledge, encumbrance,
assignment or other disposition of, any of the Shares (or any right, title or
interest thereto or therein), (ii) deposit any of the Shares into a voting
trust or grant any proxies or enter into a voting agreement, power of attorney
or voting trust with respect to any of the Shares, (iii) take any action that
would make any representation or warranty of Shareholder set forth in this
Agreement untrue or incorrect in any material respect or have the effect of
preventing, disabling or delaying Shareholder from performing any of his
obligations under this Agreement or (iv) agree (whether or not in writing) to
take any of the actions referred to in the foregoing clauses of this Section
1(c).  Notwithstanding the foregoing,
Shareholder may transfer, give or otherwise assign Shares for estate planning
or charitable purposes; provided, however, that, as a condition precedent
thereto, the transferee shall agree in writing to become party to this
Agreement with respect to such Shares.


2.     Representation and
Warranties of Parent and Merger Subsidiary. 
Parent and Merger Subsidiary jointly and severally represent and warrant
to Shareholder as follows:


(a)           Due Authorization.  This Agreement has been authorized by all
necessary corporate action on the part of each of Parent and Merger Subsidiary
and has been duly executed by a duly authorized officer of each of Parent and
Merger Subsidiary.


(b)           Validity; No
Conflict.  This Agreement constitutes
the legal, valid and binding obligation of each of Parent and Merger
Subsidiary, enforceable against each of them in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to creditors’ rights
generally and by general principles of equity. 
Neither the execution of this Agreement by Parent and Merger Subsidiary
nor the consummation of the transactions contemplated hereby will result in a
breach or violation of the terms of any agreement by which Parent or Merger
Subsidiary is bound or of any decree, judgment,



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order, law or regulation now in effect of any court or other
governmental body applicable to Parent or Merger Subsidiary.


3.     Representations and
Warranties of Shareholder. 
Shareholder hereby represents and warrants to Parent and Merger
Subsidiary as follows:


(a)           Validity;
Consents and Approvals; No Conflict. 
This Agreement constitutes the legal, valid and binding obligation of
Shareholder, enforceable against Shareholder in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to creditors’ rights
generally and by general principles of equity. 
No consents or approvals of, or filings, declarations or registrations
with, any governmental agency are necessary for the performance by Shareholder
of its obligations under this Agreement, other than such other consents,
approvals, filings, declarations or registrations that, if not obtained, made
or given, would not, individually or in the aggregate, reasonably be expected
to prevent or materially delay the performance by Shareholder of any of his
obligations under this Agreement. 
Neither the execution and delivery of this Agreement by Shareholder, nor
the performance by Shareholder of his obligations hereunder, will result in a
breach or violation of the terms of any agreement by which Shareholder is bound
or of any decree, judgment, order, law or regulation now in effect of any court
or other governmental body applicable to Shareholder.


(b)           Ownership of
Shares.  Except as specifically
described on Annex B, Shareholder (i) is the record and beneficial owner
of all of the Shares and (ii) owns all of the Shares free and clear of any
proxy, voting restriction, adverse claim or other Lien (other than proxies and
restrictions in favor of Parent and Merger Subsidiary pursuant to this
Agreement and except for such transfer restrictions of general applicability as
may be provided under the Securities Act and the “blue sky” laws of the various
states of the United States).  Without
limiting the foregoing, except for certain proxies and restrictions provided
for in clause (ii) above, Shareholder has sole voting power and sole power of
disposition with respect to all of the Shares, with no restrictions on
Shareholder’s rights of voting or disposition pertaining thereto and no Person
other than Shareholder has any right to direct or approve the voting or
disposition of any of the Shares.  As of
the date hereof, Shareholder does not own, beneficially or of record, any
securities of the Company other than 1,720,700 shares of common stock which
constitute the “Shares.”


4.     Termination.  This Agreement may be terminated by
Shareholder upon notice to Parent at any time within ten (10) days following
any Company Adverse Recommendation Change in accordance with the Merger
Agreement; provided, that, the Company pays Parent the Termination Fee prior to
or simultaneously with such termination. 
This Agreement and the Proxy
shall terminate automatically on the first to occur of (a) the termination of
the Merger Agreement in accordance with its terms and (b) the Effective
Time.  Notwithstanding the foregoing, (i)
nothing herein shall relieve any party from liability for breach of this
Agreement and (ii) the provisions of this Section 4 and Section 5 of this
Agreement shall survive any termination of this Agreement.



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5.     Miscellaneous.


(a)   Action
in Shareholder Capacity Only.  The
parties acknowledge that this Agreement is entered into by Shareholder in his
capacity as owner of the Shares only, and that nothing in this Agreement shall
in any way restrict or limit Shareholder from taking any action in his capacity
as a director or officer of the Company, including, without limitation,
participating in his capacity as a director or officer of the Company in any
discussions or negotiations in accordance with Section 5.02 of the Merger
Agreement.


(b)   Expenses.  Except as otherwise expressly provided in
this Agreement, all costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses.


(c)   Additional
Shares.  Until any termination of
this Agreement in accordance with its terms, Shareholder shall promptly notify
Parent of the number of shares of Company common stock, if any, as to which
Shareholder acquires record or beneficial ownership after the date hereof.  Any shares of Company common stock as to
which Shareholder acquires record or beneficial ownership after the date hereof
and prior to termination of this Agreement shall be “Shares” for purposes of
this Agreement.  Without limiting the
foregoing, in the event of any stock split, stock dividend or other change in
the capital structure of the Company affecting the Company common stock, the
number of shares constituting “Shares” shall be adjusted appropriately and this
Agreement and the obligations hereunder shall attach to any additional shares
of Company common stock or other voting securities of the Company issued to
Shareholder in connection therewith.


(d)   Definition
of “Beneficial Ownership”. For purposes of this Agreement, “beneficial
ownership” with respect to (or to “own beneficially”) any securities shall mean
having “beneficial ownership” of such securities (as determined pursuant to
Rule 13d-3 under the Exchange Act), including pursuant to any agreement,
arrangement or understanding, whether or not in writing.


(e)   Further
Assurances.  From time to time, at
the request of Parent and without further consideration, Shareholder shall
execute and deliver such additional documents and take all such further action
as may be reasonably required to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this
Agreement.


(f)    Entire
Agreement; No Third Party Beneficiaries. 
This Agreement constitutes the entire agreement, and supersedes all
prior agreements and understandings, both written and oral, among the parties,
or any of them, with respect to the subject matter hereof.  This Agreement is not intended to and shall
not confer upon any Person other than the parties hereto any rights hereunder.


(g)   Assignment;
Binding Effect.  Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto



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without the prior written consent of the
other parties, except that (i) Merger Subsidiary may assign its rights and
interests hereunder to Parent or to any wholly owned subsidiary of Parent if
such assignment would not cause a delay in the consummation of any of the
transactions contemplated by the Merger Agreement and (ii) the rights,
interests and obligations of Shareholder hereunder shall be binding upon
Shareholder’s heirs, trustees, executors and other representatives in the event
of Shareholder’s death or incapacity. 
Subject to the preceding sentence, this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.  No
past, present or future director, officer, employee, incorporator, member,
partner or shareholder of Genstar Capital Partners IV, L.P. shall have any
liability for any obligations of Parent or Merger Subsidiary under this
Agreement or for any claim based on, in respect of, or by reason of, the
transactions contemplated hereunder and under the Merger Agreement.  Any purported assignment not permitted under
this Section shall be null and void.


(h)   Amendments.  This Agreement may not be amended or
supplemented, except by a written agreement executed by the parties hereto.


(i)    Severability.  If any term or other provision of this
Agreement is determined by a court of competent jurisdiction to be invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other terms, provisions and conditions of this Agreement shall nevertheless
remain in full force and effect.  Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible to the fullest extent permitted by applicable law in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.


(j)    Counterparts.  This Agreement may be executed in two or more
separate counterparts, each of which shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.  This Agreement shall become effective when
each party hereto shall have received counterparts hereof signed by the other
parties hereto.


(k)   Descriptive
Headings.  Headings of Sections and
subsections of this Agreement are for convenience of the parties only, and
shall be given no substantive or interpretive effect whatsoever.


(l)    Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission) and shall be given,



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If to Parent or Merger Subsidiary, to:


c/o Genstar Capital Partners IV, L.P.

Four Embarcadero Center, Suite 1900

San Francisco, CA 94111

Attention:  Darren J. Gold

Facsimile:  (415) 834-2383


with a copy (which shall not constitute notice) to:


Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Redwood Shores, CA 94065

Attention:  Craig W. Adas, Esq.

Facsimile:  (650) 802-3100


If to Shareholder, to:


Cornelius C. Vanderstar

c/o International Aluminum Corporation

767 Monterey Pass Road

Monterey Park, California 91754

Facsimile:  (323) 266-3838


with a copy (which shall not constitute notice) to:


Troy & Gould Professional Corporation

1801 Century Park East, 16th Floor

Los Angeles, California 90067

Attention:   Dale E. Short, Esq.

Facsimile:  (310) 201-4746


or
such other address or facsimile number as such party may hereafter specify for
the purpose by notice to the other parties hereto.  All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5 P.M. in the place of receipt and such day is a
business day in the place of receipt. 
Otherwise, any such notice, request or communication shall be deemed not
to have been received until the next succeeding business day in the place of
receipt.


(m)  Governing
Law; Enforcement; Jurisdiction.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of California, applicable to contracts executed in and to be
performed entirely within that State. 
All actions and proceedings arising out of or relating to this Agreement
shall be heard and determined in any federal or state court sitting in the
State of California, and the parties hereto hereby irrevocably submit to the
exclusive jurisdiction of such courts in any such



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action or proceeding and irrevocably waive
the defense of an inconvenient forum to the maintenance of any such action or
proceeding.  The parties hereto agree that
a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by applicable law.


(n)   Specific
Performance; Injunctive Relief.  The
parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. 
It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any federal or state
court sitting in the State of California, this being in addition to any other
remedy to which they are entitled at law or in equity.


(o)   Definitions.  Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Merger Agreement.


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


	
  

  	
  PARENT

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darren J. Gold

  
	
   

  	
   

  	
  Darren J. Gold

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  MERGER SUBSIDIARY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darren J. Gold

  
	
   

  	
   

  	
  Darren J. Gold

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  SHAREHOLDER

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cornelius C. Vanderstar

  
	
   

  	
   

  	
  Cornelius C. Vanderstar, individually

  and as Co-trustee of the Vanderstar

  Family Trust

  



 


 


THE UNDERSIGNED,
SPOUSE OF THE SHAREHOLDER, BOTH
INDIVIDUALLY AND AS CO-TRUSTEE OF THE VANDERSTAR FAMILY TRUST, HEREBY EXPRESSLY
APPROVES AND AGREES TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT, AND
HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY PROPERTY INTEREST OR
QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS AGREEMENT.


 


	
  

  	
  /s/ Cornelius C. Vanderstar

  
	
   

  	
  Cornelius C. Vanderstar, attorney-in-fact

  to Marguerite D. Vanderstar

  



 















 


ANNEX A


IRREVOCABLE PROXY


The undersigned Shareholder of International Aluminum
Corporation, a California corporation (the “Company”), hereby
irrevocably appoints and constitutes the members of the Board of Directors of
IAC Holding Co., a Delaware corporation (“Parent”), and each of them
(the “Proxyholders”), the proxies of the undersigned, with full power of
substitution and resubstitution, to the full extent of the undersigned’s rights
with respect to the shares of common stock of the Company beneficially owned by
the undersigned, which shares are listed below (the “Shares”), and any
and all other shares or securities issued or issuable in respect thereof on or
after the date hereof and prior to the date this proxy terminates, to vote the
Shares for the following limited, and for no other, purposes:


1.             In favor of adoption of the
Agreement and Plan of Merger, dated as of January 9, 2007, by and among Parent,
IAL Acquisition Co., a Delaware corporation and wholly owned subsidiary of
Parent (“Merger Subsidiary”), and the Company, and approval of the
transactions contemplated by the Merger Agreement; and


2.             Against (A) any action or agreement
(including, without limitation, any amendment of any agreement) that would
result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition
Proposal (as such term is defined in the Merger Agreement) and (C) any
agreement (including, without limitation, any amendment of any agreement), amendment
of the Company’s charter documents or other action that is intended or could
reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.


The
Proxyholders may not exercise this proxy on any other matter.  The undersigned Shareholder may vote the
Shares on all such other matters.


The
proxies named above are empowered at any time prior to termination of this
proxy to exercise all voting rights (including the power to execute and deliver
written consents with respect to the Shares) of the undersigned at every
annual, special or adjourned meeting of Company shareholders, and in every
written consent in lieu of such meeting, or otherwise.


The
proxy granted by the Shareholder to the Proxyholders is hereby granted as of
the date hereof in connection with the obligations of the Shareholder set forth
in the Support Agreement, dated as of January 9, 2007, among Parent, Merger
Subsidiary and the Shareholder (the “Support Agreement”), and is
irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger
Agreement.  This proxy will automatically
terminate upon the termination of the Support Agreement in accordance with its terms.









 



Upon
the execution hereof, all prior proxies given by the undersigned with respect
to the Shares, and any and all other shares or securities issued or issuable in
respect thereof on or after the date hereof, are hereby revoked and no
subsequent proxies will be given until such time as this proxy shall be
terminated in accordance with its terms.


Any
obligation of the undersigned hereunder shall be binding upon the successors
and assigns of the undersigned.  The
undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company
and with any Inspector of Elections at any meeting of Shareholders of the
Company.


This
proxy is irrevocable and shall survive the incapacity or death of the
undersigned.


 


Dated:                              ,
2007


	
  

  	
   

  
	
  

  	
  Cornelius C.
  Vanderstar,

  individually and as Co-trustee of the

  Vanderstar Family Trust

  



 


 


THE UNDERSIGNED,
SPOUSE OF THE SHAREHOLDER, BOTH
INDIVIDUALLY AND AS CO-TRUSTEE OF THE VANDERSTAR FAMILY TRUST, HEREBY
EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE PROVISIONS OF THIS PROXY, AND
HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY PROPERTY INTEREST OR
QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS PROXY.


 


	
  

  	
   

  
	
   

  	
  Cornelius C.
  Vanderstar, attorney-in-fact

  to Marguerite D. Vanderstar

  



 









 



ANNEX B


OWNERSHIP
OF SHARES


	
  Record Owner

  	
   

  	
  Number of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vanderstar
  Family Trust

  	
   

  	
  1,720,700