**Exhibit10.3**

**EMPLOYMENT AGREEMENT**

THIS EMPLOYMENT AGREEMENT(this “Agreement”) is made as of December 11, 2006, between WII MergerCorporation, a Delaware corporation (the “Company”), WII Holding, Inc.,a Delaware corporation (“Parent”) and John Fitzpatrick (“Executive”)and shall become effective as of the Effective Date (as defined below).

WHEREAS, the Company isparty to that certain Agreement and Plan of Merger, dated as of the datehereof, by and among the Company, WII Components, Inc., a Delaware corporation(“WII Components”), Parent and Behrman Capital III, L.P. (the “MergerAgreement”);

WHEREAS, Executive iscurrently employed by Woodcraft Industries, Inc., a Minnesota corporation and aSubsidiary of WII Components, pursuant to the terms of that certain Amended andRestated Employment Agreement, dated as of April 9, 2003 and whereas, Executiveand the Company are parties to that certain Bonus Agreement, dated as of May31, 2006 (the “Existing Agreements”); and

WHEREAS, upon the closingof the transactions contemplated by the Merger Agreement (the “EffectiveDate”), the Company desires to employ Executive, and Executive desires toaccept such employment, on the terms and conditions set forth herein.

NOW THEREFORE, inconsideration of the mutual covenants contained herein and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

# 1.             Employment. The Company shall employ Executive,and Executive hereby accepts employment with the Company, upon the terms andconditions set forth in this Agreement for the period beginning on theEffective Date and ending as provided in Paragraph4 hereof (the “EmploymentPeriod”).

# 2.             Position and Duties.

## (a)           During theEmployment Period, Executive shall serve as the Chief Executive Officer of theCompany and shall have the normal duties, responsibilities, functions andauthority of the Chief Executive Officer, subject to the power and authority ofthe Company’s board of directors (the “Board”) to expand or limit suchduties, responsibilities, functions and authority and to overrule actions ofofficers of the Company.  During theEmployment Period, Executive shall render such administrative, financial and otherexecutive and managerial services to the Company and its Subsidiaries which areconsistent with Executive’s positions as the Board may from time to timedirect.  With respect to all regularelections of directors so long as Executive remains as the Chief ExecutiveOfficer of the Company, the Parent shall nominate, and use its reasonableefforts to cause the election of, Executive to serve as a member of the ParentBoard (as defined in Paragraph 10(b)). Upon Executive ceasing to be the Chief Executive Officer of the Company,Executive shall, at the Parent’s or the Parent Board’s request, resign as adirector of the Parent and its Subsidiaries, as the case may be.

## (b)           During theEmployment Period, Executive shall report to the Board and shall devote hisbest efforts and his full business time and attention (except for permittedvacation periods and reasonable periods of illness or other incapacity) to thebusiness and affairs of the Company and its Subsidiaries; providedthatExecutive shall be permitted to serve on the boards of non-profit entities andthe corporate boards set forth on Exhibit B hereto so long as suchparticipation is consistent with past practice and does not interfere withExecutive’s responsibilities and obligations as Chief Executive Officer of theCompany. Executive shall perform his duties, responsibilities and functions tothe Company and its Subsidiaries

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## hereunder tothe best of his abilities in a diligent, trustworthy, professional andefficient manner and shall comply with the Company’s and its Subsidiaries’policies and procedures in all material respects. So long as Executive isemployed by the Company, Executive shall not, without the prior written consentof the Board, accept other employment or perform other services forcompensation.

## (c)           It is understoodthat Executive shall undertake such business travel as reasonably required bythe Company to perform his duties and responsibilities.

## (d)           For purposes of thisAgreement, “Subsidiaries” shall mean any corporation or other entity ofwhich the securities or other ownership interests having the voting power toelect a majority of the board of directors or other governing body are, at thetime of determination, owned by Parent, directly or through one of moreSubsidiaries (including, without limitation, the Company).

# 3.             Compensation and Benefits.

## (a)           During theEmployment Period, Executive’s base salary shall be $350,000 per annum or suchother rate as the Board may determine from time to time (the “Base Salary”).  Executive’s Base Salary (as in effect fromtime to time) shall be reviewed on no less than an annual basis, and, withoutthe prior written consent of Executive, it shall not be reduced during theEmployment Period (except as part of a general reduction in the base salariesfor all executive officers of the Company). Executive’s Base Salary shall be payable by the Company in regularinstallments in accordance with the Company’s general payroll practices (as ineffect from time to time).

## (b)           During theEmployment Period, the Company shall reimburse Executive for all reasonablebusiness expenses incurred by him in the course of performing his duties andresponsibilities under this Agreement which are consistent with the Company’spolicies in effect from time to time with respect to travel, entertainment andother business expenses, subject to the Company’s requirements with respect toreporting and documentation of such expenses.

## (c)           In addition to theBase Salary, Executive shall be eligible to receive a performance bonus withrespect to each year during the Employment Period in an aggregate target amountof up to one-hundred thirty percent (130%) of Executive’s Base Salary; providedthat for the fiscal year ended December 31, 2006 (to the extent notalready paid prior to the effective date hereof) and the fiscal year endedDecember 31, 2007, such bonus shall be based on the measures set forth on ExhibitC hereto and providedfurtherthat for each fiscalyear of the Company beginning after December 31, 2007, such bonus shall bebased on the terms of the Company’s management incentive plan in effect fromtime to time as determined by the Board after consultations with members of theCompany’s senior management team.

## (d)           All amounts payableto Executive as compensation hereunder shall be subject to all required andcustomary withholding by the Company.

## (e)           During the Employment Period, Executive shallbe included in all employee benefit plans, programs, arrangements (including,without limitation, any plans, programs or arrangements providing fordisability benefits, health insurance, vacation and paid holidays) to theextent established by the Company for, or made available to all its seniorexecutives, subject to Executive’s satisfaction of all applicable eligibilityrequirements.

# 4.             Term.

## (a)           The EmploymentPeriod shall continue from the Effective Date and (i) will terminateimmediately upon Executive’s resignation for any reason (with or without GoodReason (as defined

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## below)), deathor Disability (as defined below) and (ii) may be terminated by the Company atany time for Cause (as defined below) or without Cause.

## (b)           Subject to the otherterms and conditions of this Paragraph 4, if (1) the Employment Periodis terminated by the Company or its successors in interest without Cause, (2)Executive resigns with Good Reason or (3) the Employment Period is terminatedupon Executive’s Disability, Executive shall be entitled to receive (i) his Base Salary through thedate of such termination, (ii) any portion of a bonus from a prior period(i.e., from a prior year) that has been fully earned and was fully payableprior to the date on which the Employment Period is terminated but that had notyet been paid, (iii) a pro rata portion (based on the number of calendar daysof employment during such fiscal year) of any annual bonus that would havepayable to Executive during any year in which his Employment Period isterminated, provided that any such amount shall only be payable if Executivewas employed by the Company for six months or more of such fiscal year andprovided further that any such payment will be due and payable at such time asany such bonus amounts would have been paid had Executive remained employedthroughout the entire fiscal year and (iv) twenty-four months Base Salary (providedthat it is expressly understood that included in this sum is such severance andother payments that may be due to Executive); provided further that upon any termination or resignation of thetype set forth above in (1), (2) and (3), Executive shall be entitled tocontinue to participate (at the Company’s cost) in employee benefit plans forsenior executive employees (other than bonus and incentive compensation plans)to the extent not prohibited under the terms of such programs as of the date oftermination or required under applicable law, for a period of twenty-fourmonths after such termination or resignation. The severance payments contemplated by the preceding sentence shall bepayable by the Company in regular installments in accordance with the Company’sgeneral payroll practices (as in effect on the date of termination) from thedate of termination for a period of twenty-four months thereafter (the “SeverancePeriod”).  The severancepayments described in clause (iv) of the first sentence of this paragraph shallbecome due and owing if, and only if, Executive has executed and delivered tothe Company and Parent a general release in favor of them in the form attachedhereto as Exhibit A (the “General Release”) and the GeneralRelease has become effective, and only so long as Executive has not revoked orbreached the provisions of the General Release or breached the provisions of Paragraphs5, 6 and 7 hereof and does not apply for unemploymentcompensation chargeable to the Company or any Subsidiary during the SeverancePeriod.  Executive shall not be entitledto any other salary, compensation or benefits after termination of theEmployment Period, except as expressly required by applicable law.  The Company may offset the amounts otherwisepayable pursuant to this Paragraph4(b) by the amount ofcompensation and/or income Executive receives with respect to any otheremployment or consulting arrangement (including self-employment) during theSeverance Period.  The offsets to theseverance payments, if any, shall be determined on a month-by-month basis and,upon request from time to time, Executive shall furnish the Company with a trueand complete certificate specifying any such compensation and/or income earnedor received by him during any applicable month during the Severance Period.  Furthermore, the Company shall be entitled todeduct from any payment otherwise payable to Executive pursuant to this Paragraph4(b), any amount received by Executive after termination of the EmploymentPeriod under any short-term or long-term disability insurance plan or programprovided to him by the Company; and providedthat Executive shallpromptly and fully disclose to the Company in writing the amount of any suchdisability insurance payments.

## (c)           If the EmploymentPeriod is terminated for any other reason (including (1) by the Company forCause, (2) due to Executive’s death or (3) by Executive’s resignation for anyreason without Good Reason), Executive shall only be entitled to receive (i) his Base Salary throughthe date of such termination and (ii) any portion of a bonus from a priorperiod (i.e., from a prior year) that has been fully earned and was fullypayable prior to the date on which the Employment Period is terminated but thathad not yet been paid, and Executive shall not be entitled to any other salary,compensation or benefits from

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## the Company, Parent and/orany of its Subsidiaries thereafter, except as otherwise expressly required byapplicable law.

## (d)           Except as otherwiseexpressly provided herein, all of Executive’s rights to salary, bonuses,employee benefits and other compensation hereunder (if any) which would haveaccrued or become payable after the termination of the Employment Period shallcease upon such termination, other than those expressly required underapplicable law (such as COBRA). Termination of Executive’s employment with the Company for any reasonshall be deemed to automatically remove Executive, without further action, fromany and all offices held by Executive with the Company or any of itsaffiliates.

## (e)           The Company mayoffset any amounts Executive owes it or its affiliates against any amounts itor its affiliates owes Executive.

## (f)            For purposes ofthis Agreement, “Cause” shall mean with respect to Executive one or moreof the following: (i) the commission of a felony or other crime involving moralturpitude, (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 itsSubsidiaries, or involving dishonesty in connection with the Company or any ofits Subsidiaries, which is materially detrimental to the Company or any of itsSubsidiaries, (iii) reporting to the workplace under the influence of alcoholor illegal drugs, the use of illegal drugs (whether or not at the workplace) orother repeated conduct causing the Company or any of its Subsidiariessubstantial public disgrace or disrepute or substantial economic harm, (iv)failure to perform duties as reasonably directed by the Board, and such failureis not cured within twenty (20) days after the Executive receives writtennotice thereof from the Board, (v) unlawful conduct or gross misconduct that iswillful and deliberate on Executive’s part and that, in either event, ismaterially injurious to the Company or any of its Subsidiaries, or (vi) anyother material breach of this Agreement or of any other agreement betweenExecutive and the Company, which breach has not been cured by Executive withinten days after written notice thereof to Executive from the Board.

## (g)           For purposes of thisAgreement, “Disability” shall mean the inability of Executive to perform on a full-time basisthe duties and responsibilities of his employment with the Company by reason ofhis illness or other physical or mental impairment or condition, if suchinability continues for an uninterrupted period of 180 days or more during any360-day period.  A period of inabilityshall be “uninterrupted” unless and until Executive returns to full-time workfor a continuous period of at least 30 days.

## (h)           For purposes of thisAgreement, “Good Reason” shall mean (i) any requirement by the Companythat Executive’s principal office be moved by more than fifty (50) miles fromthe St. Cloud metropolitan area without Executive’s consent, (ii) a reductionof Executive’s base salary or aggregate target bonus amount (except as part ofa general reduction in the base salaries or aggregate target bonus amounts forall executive officers of the Company) or (iii) the material breach of anyterms and conditions of this Agreement by the Company not caused by Executive; providedthat no such occurrence shall constitute the basis for a termination with “GoodReason” unless Executive notifies the Company in writing within 30 days of suchoccurrence that Executive considers such occurrence to be the basis for atermination with “Good Reason” and the Company fails to cure such occurrencewithin 30 days following receipt of such notice; providedfurtherthat 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 dayperiod to terminate his employment with “Good Reason” on the basis of suchoccurrence and if Executive thereafter remains in the employ of the Company orany of its Subsidiaries, Executive’s continued employment shall constitute awaiver of all rights hereunder to terminate his employment for “Good Reason” onthe basis of such occurrence. Notwithstanding any provision herein to the contrary, in the

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## event that theCompany provides Executive with written notice of its intent to move Executive’sprincipal office by more than fifty (50) miles from the St. Cloud metropolitanarea (a “Relocation Notice”), and Executive does not notify the Companyin writing within 30 days following his receipt of any such Relocation Noticethat Executive would consider such a move to be the basis for a terminationwith “Good Reason”, then Executive shall be deemed to waive any and all rightsto terminate his employment for “Good Reason” in connection with any such moveas described in such Relocation Notice (it also being understood and agreedthat the Company’s abandonment of any such contemplated move described in anysuch Relocation Notice shall be deemed to cure any and all bases for Executiveto claim that any such proposed move would constitute the basis for atermination with “Good Reason”).

# 5.             Confidential Information.  Executive acknowledges that the information,observations and data (including trade secrets) obtained by him during thecourse of his employment with the Company and/or any of its affiliates(including those obtained by him while employed by the Company and/or itsaffiliates (including Woodcraft Industries, Inc.) prior to the date of thisAgreement) concerning the business or affairs of the Company or any affiliate (“ConfidentialInformation”) are the property of the Company or such affiliate.  Therefore, Executive agrees that he shall notdisclose to any person or entity or use for any purpose (other than for thebenefit of the Company and its affiliates) any Confidential Information or anyconfidential or proprietary information of other persons or entities in thepossession of the Company and its affiliates (“Third Party Information”),without the prior written consent of the Board, unless and to the extent thatthe Confidential Information or Third Party Information becomes generally knownto and available for use by the public other than as a result of Executive’sacts or omissions.  Executive shalldeliver to the Company at the termination or expiration of the EmploymentPeriod, or at any other time the Company may request, all memoranda, notes,plans, records, reports, computer tapes, printouts and software and otherdocuments and data (and copies thereof) embodying or relating to theConfidential Information, Work Product (as defined below) or the business ofthe Company or any affiliate which he may then possess or have under hiscontrol.

# 6.             Intellectual Property.  Executive acknowledges that all discoveries,concepts, ideas, inventions, innovations, improvements, developments, methods,designs, analyses, drawings, reports, patent applications, copyrightable workand mask work (whether or not including any confidential information) and allregistrations or applications related thereto, all other proprietaryinformation and all similar or related information (whether or not patentable)which relate to the Company’s or any of its affiliates’ actual or anticipatedbusiness, research and development or existing or future products or servicesand which are conceived, developed or made by Executive (whether alone orjointly with others) while employed by the Company or its predecessor and itsaffiliates, whether before or after the date of this Agreement (“WorkProduct”), belong to the Company or such affiliate.  Executive shall promptly disclose such WorkProduct to the Board and, at the Company’s expense, perform all actionsreasonably requested by the Board (whether during or after the EmploymentPeriod) to establish and confirm such ownership (including, without limitation,assignments, consents, powers of attorney and other instruments). Executiveacknowledges that all Work Product shall be deemed to constitute “works madefor hire” under the U.S. Copyright Act of 1976, as amended.

# 7.             Non-Compete. Non-Solicitation.

## (a)           Executive herebyacknowledges that, during the course of his employment with the Company he hasand shall become familiar with the Company’s and its affiliates’ trade secretsand other Confidential Information. Executive acknowledges and agrees that theCompany and its affiliates would be irreparably damaged if he were to provideservices to or otherwise participate in the business of any person or entitycompeting with the Company or its Subsidiaries or providing services similar tothe Company and its Subsidiaries and that any such competition or provision ofservices by Executive would result in a significant loss of goodwill by theCompany and its Subsidiaries.  Executivefurther

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## acknowledgesand agrees that the covenants and agreements set forth in this Paragraph7 were a material inducement to the Company to enter into this Agreementand to perform its obligations hereunder, and that the Company would not obtainthe benefit of the bargain set forth in this Agreement as specifically negotiatedby the parties hereto if Executive breached the provisions of this Paragraph7. Therefore, Executive agrees that, during the Employment Period andfor 24 months thereafter (the “Noncompete Period”), he shall notdirectly or indirectly own any interest in, manage, control, participate in(whether as an officer, director, employee, partner, agent, representative orotherwise), consult with, render services for, or in any other manner engage inany business competing with the businesses of the Company or its Subsidiaries,as such businesses exist or are or were in the process of being developedduring the Employment Period within North America or any other geographicalarea in which the Company or its Subsidiaries engage or plan to engage in suchbusinesses.  Nothing herein shallprohibit Executive from being a passive owner of not more than 2% of theoutstanding stock of any class of a corporation which is publicly traded solong as he does not have any active participation in the business of suchcorporation.

## (b)           During theNoncompete Period, Executive shall not directly or indirectly through anotherperson or entity (i) induce or attempt to induce any employee of the Company orany Subsidiary to leave the employ of the Company or such Subsidiary, or in anyway interfere with the relationship between the Company or any Subsidiary andany employee thereof, (ii) hire any person who was an employee of the Companyor any Subsidiary at any time during the twelve month period prior to the dateof hire, (iii) callon, solicit, or service any customer, supplier, licensee, licensor or otherbusiness relation or prospective client of the Company or any of itsSubsidiaries with respect to products and/or services that are or have beenprovided by the Company or such Subsidiary during the twelve-month period priorto the termination of the Employment Period, or which the Company or any of itsSubsidiaries is currently in the process of developing or (iv) induce orattempt to induce any customer, supplier, licensee, licensor, franchisee orother business relation of the Company or any Subsidiary to cease doing (orreduce its) business with the Company or such Subsidiary, or in any wayinterfere with the relationship between any such customer, supplier, licenseeor business relation and the Company or any Subsidiary (including, withoutlimitation, making any negative or disparaging statements or communicationsregarding the Company or its Subsidiaries).

## (c)           In the event of abreach or a threatened breach by Executive of any of the provisions of this Paragraph7, the Company would suffer irreparable harm, and in addition andsupplementary to other rights and remedies existing in its favor, the Companyshall be entitled to specific performance and/or injunctive or other equitablerelief from a court of competent jurisdiction in order to enforce or preventany violations of the provisions hereof In addition, in the event of a breach or violation by Executive of this Paragraph7, the Noncompete Period shall be automatically extended by the amountof time between the initial occurrence of the breach or violation and when suchbreach or violation has been duly cured. Executive acknowledges that therestrictions contained in this Paragraph7 are reasonable andthat he has reviewed the provisions of this Agreement with his legal counsel.

## (d)           Executive agrees that Executive shall not atany time, whether during or after Executive ceases to provide services to theCompany or any of its Subsidiaries, make or publish any untruthful statement(orally or in writing) that intentionally libels, slanders, disparages orotherwise defaces the goodwill or reputation (whether or not such disparagementlegally constitutes libel or slander) of the Company, any Subsidiary or any oftheir affiliates, or its other officers, managers, directors, partners orinvestment professionals.  Executiveacknowledges that he, as part of his employment hereunder, is responsible forpreserving the goodwill or reputation of the aforementioned parties.

# 8.             Enforcement. If, at the time of enforcement of Paragraph5, 6 or7 of this Agreement, a court holds that the restrictions stated hereinare unreasonable under circumstances then existing, the parties hereto agreethat the maximum period, scope or geographical area reasonable under such

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# circumstances shall be substituted for the statedperiod, scope or area and that the court shall be allowed to revise therestrictions contained herein to cover the maximum period, scope and areapermitted by law.  Because Executive’sservices are unique and because Executive has access to ConfidentialInformation and Work Product, the parties hereto agree that the Company couldsuffer irreparable harm from a breach of Paragraph5, 6 or7 by Executive and that money damages would not be an adequate remedyfor any such breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement,the Company or its successors or assigns, in addition to other rights andremedies existing in their favor, shall be entitled to specific performanceand/or injunctive or other equitable relief from a court of competentjurisdiction in order to enforce, or prevent any violations of, the provisionshereof.

# 9.             Executive’s Representations.

## (a)           Executiveacknowledges that the provisions of Paragraphs5, 6 and 7are in consideration of his employment with the Company and additional good andvaluable consideration set forth in this Agreement.  In addition, Executive agrees andacknowledges that the restrictions contained in Paragraphs5, 6and 7 do not preclude Executive from earning a livelihood, nor do theyunreasonably impose limitations on Executive’s ability to earn a living.  In addition, Executive acknowledges (a) thatthe business of the Company and its Subsidiaries will include all of NorthAmerica, (b) notwithstanding the state of incorporation or principal office ofthe Company or its Subsidiaries, or any of their respective executives oremployees (including Executive), it is expected that the Company will havebusiness activities and have valuable business relationships within itsindustry throughout North America, and (c) as part of his responsibilities,Executive may travel around North America in furtherance of the Company’sbusiness and its relationships.

## (b)           Executive herebyrepresents and warrants to the Company and Parent that (i) the execution,delivery and performance of this Agreement by Executive do not and shall notconflict with, breach, violate or cause a default under any contract,agreement, instrument, order, judgment or decree to which Executive is a partyor by which he is bound, (ii) except for the Existing Agreements (which shallbe deemed to be superceded and preempted effective as of the Effective Date;provided that Executive is not waiving his right to receive the bonus amountscontemplated by that certain Bonus Agreement dated as of May 31, 2006 betweenExecutive and the Company, which are to be paid by the Company to Executiveupon the closing of the transactions contemplated by the Merger Agreement), Executiveis not a party to or bound by any employment agreement, noncompete agreement orconfidentiality agreement with any other person or entity and (iii) upon theexecution and delivery of this Agreement by the Company and Parent, thisAgreement shall be the valid and binding obligation of Executive, enforceablein accordance with its terms.  Executivehereby acknowledges and represents that he has consulted with independent legalcounsel regarding his rights and obligations under this Agreement and that hefully understands the terms and conditions contained herein.

# 10.           Retirement Put.

## (a)           In the event (i)Executive resigns for retirement purposes from the employment of the Companyand its Subsidiaries after December 31, 2009 (or such earlier date as the Boardand Executive mutually agree upon) and (ii) Executive provided at least twelvemonths’ prior written notice to the Company and Parent of such resignation forretirement purposes (which notice, for example and for avoidance of doubt, maybe given as early as December 31, 2008 since such date is 12 months prior tothe earliest retirement date specified in clause (i) above) (for purposes ofthis Agreement, the satisfaction of the foregoing two (2) conditions, a “PutTermination”), Executive may elect to have Parent repurchase up to 50% ofthe shares of Common Stock (as defined in Paragraph12) and 50% of the sharesof Series A Preferred Stock (as definedin Paragraph12) acquired by Executive pursuant to theStock Purchase Agreement (as defined in Paragraph12)(collectively, the “Subject Shares”), in accordance with the terms

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## and conditionsset forth in this Paragraph10 (the “Put Option”); provided, however, that in the event thatExecutive elects to have Parent repurchase less than 50% of the shares of Common Stock and 50% of the shares of Series A Preferred Stockacquired by Executive pursuant to the Stock Purchase Agreement, Executive’s PutOption with respect to the Subject Shares must be proportionately exercisedwith respect to the Subject Shares (i.e., if Executive desires to cause Parentto repurchase 25% of the shares of Series A Preferred Stock acquired byExecutive pursuant to the Stock Purchase Agreement, Executive must also electto have Parent repurchase 25% of the shares of Common Stock acquired by theExecutive pursuant to the Stock Purchase Agreement).

## (b)           In the event of aPut Termination, the purchase price for each share of Series A Preferred Stockshall be the fair market value (measured as of the date of receipt of theRepurchase Notice) for such share as determined in good faith by Parent’s boardof directors (the “Parent Board”) without regard to any minoritydiscount.  The purchase price for eachshare of Common Stock shall be the fair market value for such share asdetermined in good faith by the Parent Board without regard to any minoritydiscount.  If Executive objects in writing to the ParentBoard’s determination of fair market value within 15 days after deliverythereof to Executive, the Parent Board shall engage an independent investmentbanking or other professional valuation firm (which firm must be mutuallyagreed upon by Executive) to conduct a valuation (the “Independent Valuation”)of the fair market value, and such investment banking or other professionalvaluation firm’s determination of fair market value shall be delivered to theParent Board and used instead of the fair market value previously asserted bythe Parent Board.  Parent or the Company,on the one hand, and Executive, on the other hand, shall bear equally the costsand fees of such independent investment banking or other professional valuationfirm.

## (c)           Subject to the termsand conditions set forth herein, in the event of a Put Termination, Executivemay elect to have Parent purchase all or any portion of the Subject Shares bydelivering written notice setting forth the number of Subject Shares to bepurchased (the “Repurchase Notice”) to the Parent Board within 30 daysafter the effective date of Executive’s retirement described in Paragraph10(a)(i).  Within 30 daysfollowing receipt of the Repurchase Notice, the Parent Board shall providewritten notice to Executive of the Parent Board’s determination of fair marketvalue of the Series A Preferred Stock and the Common Stock, the calculation ofthe aggregate purchase price for the Subject Shares and the date of the closingof the purchase of such Subject Shares, which date shall not be more than 60days nor less than 15 days after the delivery of the Repurchase Notice (or, ifapplicable, from the date on which the independent investment banking or otherprofessional valuation firm has presented its fair market value determinationto the Parent Board).  Parent shall paythe aggregate purchase price for the Subject Shares to be purchased pursuant tothe Put Option by immediately available funds. In addition, Parent may pay the purchase price for such shares byoffsetting bona fide debts owed by Executive to Parent or any of itsSubsidiaries.  Parent and its Affiliatesshall be entitled to receive customary representations and warranties (andthere shall be no other representations and warranties and there shall be noindemnification other than as a result of the breach of such agreement) fromExecutive regarding good title to such shares, that the shares are free andclear of any liens, security interests, mortgages, pledges or otherencumbrances, that Executive has the capacity and all necessary authority toenter into such agreement, that the agreement is not in violation orcontravention of any other agreement and that Executive has consulted withcounsel.  There shall be norepresentations or warranties other than described in the previous sentence andthe only indemnification obligation shall be for a breach of such representationsand warranties.  Executive shall furtheragree to release and discharge any and all claims related to such repurchase.

## (d)           The repurchasepayments provided for in this Paragraph 10 shall become due and owingif, and only if, Executive has executed and delivered to Parent and the Companya General Release and the General Release has become effective.

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## (e)           Notwithstandinganything to the contrary contained in this Agreement, all repurchases ofSubject Shares by Parent shall be subject to applicable restrictions, containedin the Delaware General Corporation Law and in Parent’s and its Subsidiaries’debt financing agreements with unaffiliated third parties.  If any such restrictions prohibit therepurchase of the Subject Shares hereunder which Parent is otherwise requiredto make, the time periods provided in this Paragraph10 shall besuspended, and Parent may make such repurchases as soon as it is permitted todo so under such restrictions.

## (f)            The obligation ofParent to repurchase the Subject Shares pursuant to this Paragraph10shall terminate upon an underwritten public offering of Parent’s Common Stock,registered under the Securities Act of 1933, as amended from time to time.

# 11.   Call.

## (a)   Inthe event (i) Executive’s employment with the Company and its Subsidiaries isterminated by the Company for Cause, (ii) Executive’s employment with theCompany and its Subsidiaries is terminated by Executive for any reason (otherthan a termination of employment by Executive for Good Reason or a PutTermination), (iii) the Employment Period is terminated due to Executive’sDeath or Disability or (iv) the Employment Period is terminated pursuant to aPut Termination, then (A) in the case of a Put Termination, the Subject Shares (excluding any SubjectShares in respect of which Executive has exercised his Put Option under Paragraph10 above) (such Subject Shares being referred to herein as the “RetirementCall Option Shares”) held by Executive (or any of his transferees) shall besubject to repurchase by Parent and the Investor pursuant to the terms andconditions set forth in this Paragraph11 (the “RetirementCall Option”) and (B) in the case of any other termination of Executive’semployment described above, 100% of the shares of Common Stock and 100% of theshares of Series A Preferred Stock acquired by Executive pursuant to the StockPurchase Agreement (collectively, the “Non-Retirement Call Option Shares”)held by Executive (or any of histransferees) shall be subject to repurchase by Parent and the Investorpursuant to the terms and conditions set forth in this Paragraph11(the “Non-Retirement Call Option” and, together with the “RetirementCall Option”, the “Call Options”). For purposes hereof, “Investor” shall mean Olympus Growth FundIV, L.P. and its affiliates.  For purposes of this Agreement, the term “OriginalCost” for (1) each share of Common Stock shall be equal to the originalprice per share paid therefor by Investor under the Stock Purchase Agreement,and (2) for each share of Series A Preferred Stock shall be equal to theoriginal price per share paid therefor by Investor under the Stock PurchaseAgreement, in each case as such amounts may from time to time beproportionately adjusted by Parent in good faith to reflect any stock split,stock dividend, reclassification or recapitalization affecting any such shares.

## (b)   In the event of an exercise of theNon-Retirement Call Option pursuant to Paragraph11(a)(i) or (ii)above, (x) the purchase price for each share of Series A Preferred Stocksubject to the Non-Retirement Call Option shall be equal the lower of (A) theOriginal Cost thereof and (B) the fair market value thereof as determined ingood faith by the Parent Board without regard to any minority discount(provided that Executive shall have the 15-day right to object to the Parent Board’sdetermination of fair market value and demand an Independent Valuation inaccordance with the terms provided in Paragraph 10(b)) and (y) thepurchase price for each share of Common Stock subject to the Non-RetirementCall Option shall be equal to the lower of (A) the Original Cost thereof and(B) the fair market value thereof as determined in good faith by the ParentBoard.  In the event of an exercise ofthe Non-Retirement Call Option pursuant to Paragraph11(a)(iii)above or an exercise of the Retirement Call Option pursuant to Paragraph11(a)(iv) above, (1) the purchase price for each share of Series APreferred Stock subject to such applicable Call Option shall be the fairmarket value for such share as determined in good faith by the Parent Board and (2) the purchase price for each share ofCommon Stock subject to such applicable Call Option shall be the fair marketvalue for such share as determined in good faith by the Parent Board (provided,in the case of each of (1) and (2), that Executive shall have the 15-day rightto object to the

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## ParentBoard’s determination of fair market value and demand an Independent Valuationin accordance with the terms provided in Paragraph 10(b)).

## (c)   Parent (as directed by the Parent Board) may elect to purchaseall or any portion of the Call Option Shares subject to the applicable CallOption by delivering written notice (the “Call Option Notice”) to theholder or holders of the Call Option Shares subject to such applicable CallOption at any time after 30 days afterthe effective date of the termination of Executive’s employment with theCompany and its Subsidiaries but within 120 days after such date.  The Call Option Notice shall set forththe number and class of Call Option Shares subject to the applicable CallOption to be acquired from each holder of Call Option Shares subject to theapplicable Call Option, the aggregate consideration to be paid for such sharesand the time and place for the closing of the transaction.  The number of shares of each class of CallOption Shares subject to the applicable Call Option to be repurchased by Parent shall first be satisfied to theextent possible from the Call Option Shares subject to the applicable CallOption held by Executive at the time of delivery of the Call Option Notice. Ifthe number of such class of Call Option Shares subject to the applicable CallOption then held by Executive is less than the total number of shares of suchclass of Call Option Shares subject to the applicable Call Option which Parent has elected to purchase,Parent shall purchase theremaining shares elected to be purchased from the other holder(s) of such classof Call Option Shares subject to the applicable Call Option under thisAgreement pro rata according to the number of shares of such class of CallOption Shares subject to the applicable Call Option held by such otherholder(s) at the time of delivery of such Call Option Notice (determined asclose as practicable to the nearest whole shares).  The number of each class of Call Option Sharessubject to the applicable Call Option to be repurchased hereunder shall beallocated among Executive and the other holders of such class of Call OptionShares (if any) subject to the applicable Call Option pro rata according to thenumber of shares of  such class of CallOption Shares to be purchased from such persons.

## (d)   Iffor any reason Parentdoes not elect to purchase all of the Call Option Shares pursuant to theapplicable Call Option, the Investor shall be entitled to exercise theapplicable Call Option for the Call Option Shares subject thereto which Parent has not elected to purchase(the “Available Shares”).  As soonas practicable after Parent hasdetermined that there will be Available Shares, but in any event within 150days after the termination of Executive’s employment with the Company and itsSubsidiaries, Parent shall givewritten notice (the “Investor Call Notice”) to the Investor settingforth the number of Available Shares and the purchase price for each class ofthe Available Shares. The Investor may elect to purchase any or all of theAvailable Shares by giving written notice to Parent within 30 days after the Investor Call Notice has beengiven by Parent.  As soon as practicable, and in any eventwithin ten days after the expiration of the 30-day period set forth above, Parent shall notify each holder ofCall Option Shares subject to the applicable Call Option as to the number ofeach class of Call Option Shares being purchased from such holder by theInvestor (the “Supplemental Call Option Notice”).  At the time Parent delivers the Supplemental Call Option Notice to theholder(s) of Call Option Shares subject to the applicable Call Option, Parent shall also deliver writtennotice to the Investor setting forth the number of each class of Call OptionShares subject to the applicable Call Option the Investor is entitled topurchase, the aggregate purchase price and the time and place of the closing ofthe transaction. The number of each class of Call Option Shares subject to theapplicable Call Option to be repurchased hereunder shall be allocated among Parent and the Investor pro rataaccording to the number of shares of each class of Call Option Shares to bepurchased by each of them.  In the eventthat Parent and the Investor collectively electto repurchase less than 100% of the Call Option Shares subject to theapplicable Call Option, such CallOption must be proportionately exercised with respect to the Call Option Sharessubject to the applicable Call Option (i.e., if Parent and the Investor collectively desire to repurchase50% of the shares of Common Stock subject to the applicable Call Option, Parentand the Investor collectively must also repurchase 50% of the shares of SeriesA Preferred Stock subject to the applicable Call Option).

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## (e)   Theclosing of the purchase of the Call Option Shares pursuant to a particular CallOption shall take place on the date designated by Parent in the Call Option Notice orSupplemental Call Option Notice, which date shall not be more than 60 days norless than 15 days after the delivery of the later of either such notice to bedelivered (or, if applicable, from the date on which the independent investmentbanking or other professional valuation firm has presented its fair marketvalue determination to the Parent Board). Parent and/or the Investor (asapplicable) shall each pay the portion of the aggregate purchase price for theCall Option Shares subject to the applicable Call Option to be purchased pursuant to such Call Optionby Parent or the Investor (as applicable) by immediately available funds.  In addition, Parent and/or the Investor (as applicable) may pay the purchaseprice for such shares by offsetting bona fide debts owed by Executive to eitherof them or any of their respective affiliates. Parent and its Affiliates shall be entitled to receive customaryrepresentations and warranties (and there shall be no other representations andwarranties and there shall be no indemnification other than as a result of thebreach of such agreement) from Executive regarding good title to such shares,that the shares are free and clear of any liens, security interests, mortgages,pledges or other encumbrances, that Executive has the capacity and allnecessary authority to enter into such agreement, that the agreement is not inviolation or contravention of any other agreement and that Executive hasconsulted with counsel.  There shall beno representations or warranties other than described in the previous sentenceand the only indemnification obligation shall be for a breach of suchrepresentations and warranties. Executive shall further agree to release and discharge any and allclaims related to such repurchase.

## (f)    Theright of Parent andthe Investor to repurchase Call Option Shares pursuant to this Paragraph11 shall terminate upon anunderwritten public offering of Parent’s Common Stock, registered under theSecurities Act of 1933, as amended from time to time.

## (g)   Notwithstandinganything to the contrary contained in this Agreement, all repurchases of CallOption Shares hereunder shall be subject to applicable restrictions containedin the Delaware General Corporation Law and in Parent’s and its Subsidiaries’ debtfinancing agreements with unaffiliated third parties. If any such restrictionsprohibit the repurchase of Call Option Shares hereunder which Parent and/or the Investor isotherwise entitled to make, the time periods provided in this Paragraph 11shall be suspended, and Parent andthe Investor may make such repurchases as soon as it is permitted to do sounder such restrictions.

# 12.           Purchase Obligation.  On the Effective Date and concurrently withthe closing of the transactions contemplated by the Merger Agreement, Executiveshall (i) execute and deliver to Parent a counterpart signature page to thestock purchase agreement attached hereto in the form of Exhibit D (the “StockPurchase Agreement”) and (ii) on and subject to the terms set forth in theStock Purchase Agreement, make an investment in Parent in an aggregate amountin cash (and/or, provided that the Parent has consented to such exchange andagreed to the number of shares to be exchanged, a number of exchanged shares ofvoting common stock of WII Components each having a value equal to the PricePer Common Share (as defined in the Merger Agreement)) equal to $1,000,000 inthe aggregate (the “Cash Investment Amount”) to purchase (x) a number ofshares of Parent’s Common Stock (as defined in the Stock Purchase Agreement)equal to the quotient determined by dividing (1) the product of (A) theCommon Investment Percentage (as defined below) and (B) the Cash InvestmentAmount, by (2) the per share purchase price for the Common Stock setforth therein (which shall be the same per share purchase price for the CommonStock to be paid by the other purchasers thereof on the Effective Date pursuantto the Stock Purchase Agreement) and (y) a number of shares of Parent’s SeriesA Preferred Stock (as defined in the Stock Purchase Agreement) equal to thequotient determined by dividing (1) the product of (A) the PreferredInvestment Percentage (as defined below) and (B) the Cash Investment Amount, by(2) the per share purchase price for the Series A Preferred Stock set forththerein (which shall be the same per share purchase price for the Series A PreferredStock to be paid by the other purchasers thereof on the Effective Date pursuantto the Stock Purchase Agreement).  Forpurposes hereof, (1) the term “Common

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# Investment Percentage” shall mean the quotient(expressed as a decimal) determined by dividing (A) the aggregatepurchase price to be paid by Investor on the Effective Date under the StockPurchase Agreement in exchange for the shares of Common Stock to be purchasedby the Investor thereunder on the Effective Date, by (B) the aggregatepurchase prices to be paid by Investor on the Effective Date under the StockPurchase Agreement in exchange for the shares of Common Stock and the shares ofSeries A Preferred Stock to be purchased by the Investor thereunder on theEffective Date and (2) the term “Preferred Investment Percentage” shall meanthe quotient (expressed as a decimal) determined by dividing (A) theaggregate purchase price to be paid by Investor on the Effective Date under theStock Purchase Agreement in exchange for the shares of Series A Preferred Stockto be purchased by the Investor thereunder on the Effective Date, by (B)the aggregate purchase prices to be paid by Investor on the Effective Dateunder the Stock Purchase Agreement in exchange for the shares of Common Stockand the shares of Series A Preferred Stock to be purchased by the Investorthereunder on the Effective Date.

For purposes hereof, theterm “Common Stock” shall have the meaning ascribed to such term in the StockPurchase Agreement and the term “Series A Preferred Stock” shall have themeaning ascribed to such term in the Stock Purchase Agreement.

# 13.           Survival.  Paragraphs5 through 27,inclusive, shall survive and continue in full force in accordance with theirterms notwithstanding the expiration or termination of the Employment Period.

# 14.           Notices.  Any notice provided for in this Agreementshall be in writing and shall be either personally delivered, sent by reputableovernight courier service or mailed by first class mail, return receiptrequested, to the recipient at the address below indicated:

| Notices to Executive:                                       |
|-------------------------------------------------------------|
|                                                        |
| John Fitzpatrick                                            |
| 1710 Shadywood Road                                         |
| Wayzata, MN 55391                                           |
|                                                        |
| Notices to the Company:                                     |
|                                                        |
| WII Merger Corporation                                      |
| c/o WII Components,  Inc.                                   |
| 525 Lincoln Avenue SE

St. Cloud, MN 56304                  |
| Attn: Chief Executive  Officer                              |
|                                                        |
| With a copy (which  shall not constitute notice) to:        |
|                                                        |
| WII Merger Corporation  c/o Olympus Partners                |
| One Station Place, 4th Floor  Stamford, CT  06902 |
| Attn:  L. David Cardenas                               |
|                                                        |
| With a copy (which  shall not constitute notice) to:        |
|                                                        |
| Kirkland & Ellis  LLP                                   |
| 200 East Randolph Drive    Chicago, IL 60601                |

 

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| Attn: John A Schoenfeld,  P.C.                                               |
|------------------------------------------------------------------------------|
|                                                                         |
| Notices  to Parent                                                           |
|                                                                         |
| WII  Holding, Inc.  c/o Olympus Partners                                     |
| One  Station Place, 4th Floor  Stamford, CT  06902                 |
| Attn:  L. David Cardenas                                                |
|                                                                         |
|                                                                         |
| With  a copy (which shall not constitute notice) to:                         |
|                                                                         |
| Kirkland  & Ellis LLP                                                    |
| 200  East Randolph Drive   Chicago, IL 60601   Attn: John A Schoenfeld, P.C. |

 

or such other address orto the attention of such other person as the recipient party shall havespecified by prior written notice to the sending party. Any notice under thisAgreement shall be deemed to have been given when so delivered, sent or mailed.

# 15.           Severability.  Whenever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement is held to beinvalid, illegal or unenforceable in any respect under any applicable law orrule in any jurisdiction, such invalidity, illegality or unenforceability shallnot affect any other provision of this Agreement or any action in any otherjurisdiction, but this Agreement shall be reformed, construed and enforced insuch jurisdiction as if such invalid, illegal or unenforceable provision hadnever been contained herein.

# 16.           Complete Agreement.  This Agreement contains the completeagreement and understanding among the parties relating to the subject matterhereof and supersedes and preempts any prior understandings, agreements orrepresentations by or among the parties, written or oral, which may haverelated to the subject matter hereof in any way (including the ExistingAgreements).

# 17.           No Strict Construction. Thelanguage used in this Agreement shall be deemed to be the language chosen bythe parties hereto to express their mutual intent, and no rule of strictconstruction shall be applied against any party.

# 18.           Counterparts. This Agreementmay be executed in separate counterparts, each of which is deemed to be anoriginal and all of which taken together constitute one and the same agreement.

# 19.           Successors and Assigns. ThisAgreement is intended to bind and inure to the benefit of and be enforceable byExecutive, Parent, the Company and their respective heirs, successors andassigns, except that Executive may not assign his rights or delegate his dutiesor obligations hereunder without the prior written consent of the Company andParent.  Investor and each of the Company’sSubsidiaries are intended third party beneficiaries of the covenants andagreements made by Executive in this Agreement.

# 20.           Choice of Law.  All issues and questions concerning theconstruction, validity, enforcement and interpretation of this Agreement andthe exhibits and schedules hereto shall be governed by, and construed inaccordance with, the laws of the State of Minnesota, without giving effect toany 

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# choice of law or conflict of law rules or provisions(whether of the State of Minnesota or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Minnesota.

# 21.           Amendment and Waiver. Theprovisions of this Agreement may be amended or waived only with the priorwritten consent of the Company (as approved by the Board), Parent (as approvedby the Parent Board), Investor and Executive, and no course of conduct orcourse of dealing or failure or delay by any party hereto in enforcing orexercising any of the provisions of this Agreement (including, withoutlimitation, the Company’s right to terminate the Employment Period for Cause)shall affect the validity, binding effect or enforceability of this Agreementor be deemed to be an implied waiver of any provision of this Agreement.

# 22.           Insurance. The Company may, atits discretion, apply for and procure in its own name and for its own benefitlife and/or disability insurance on Executive in any amount or amountsconsidered advisable. Executive agrees to cooperate in any medical or otherexamination, supply any information and execute and deliver any applications orother instruments in writing as may be reasonably necessary to obtain andconstitute such insurance. Executive hereby represents that he has no reason tobelieve that his life is not insurable at rates now prevailing for healthy menof his age.

# 23.           Corporate Opportunity.  During the Employment Period, Executive shallsubmit to the Board all business, commercial and investment opportunities oroffers presented to Executive or of which Executive becomes aware which relateto the business of the Company at any time during the Employment Period (“CorporateOpportunities”). Unless approved by the Board, Executive shall not acceptor pursue, directly or indirectly, any Corporate Opportunities on Executive’sown behalf.

# 24.           Executive’s Cooperation.During the Employment Period and thereafter for a period of six (6) years,Executive shall cooperate with the Company and its Subsidiaries in any internalinvestigation, any administrative, regulatory or judicial proceeding or anydispute with a third party as reasonably requested by the Company (including,without limitation, Executive being available to the Company upon reasonablenotice for interviews and factual investigations, appearing at the Company’srequest to give testimony without requiring service of a subpoena or otherlegal process, volunteering to the Company all pertinent information andturning over to the Company all relevant documents which are or may come intoExecutive’s possession, all at times and on schedules that are reasonablyconsistent with Executive’s other permitted activities and commitments). In theevent the Company requires Executive’s cooperation in accordance with thisparagraph after the Employment Period, the Company shall reimburse Executivefor reasonable travel expenses (including lodging and meals) upon submission ofreceipts.

# 25.           Tax Disclosures.Notwithstanding anything herein to the contrary, the Company and Executive andeach other party to the transaction contemplated hereby (and each affiliate andperson acting on behalf of any such party) agree that each party (and eachemployee, representative and other agent of such party) may disclose to any andall persons, without, limitation of any kind, the tax treatment and taxstructure of the transaction and all materials of any kind (including opinionsor other tax analyses) that are provided to such party or such person relatingto such tax treatment and tax structure, except to the extent necessary tocomply with any applicable federal or state securities laws. This authorizationis not intended to permit disclosure of any other information, including,without limitation (i) any portion of any materials to the extent not relatedto the tax treatment or tax structure of the transaction, (ii) the identitiesof participants or potential participants in the transaction, (iii) theexistence or status of any negotiations, (iv) any pricing or financialinformation (except to the extent such pricing or financial information isrelated to the tax treatment or tax structure of the transaction) or (v) anyother term or detail not relevant to the tax treatment or the tax structure ofthe transaction.

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# 26.           Arbitration.

## (a)           Except with respectto disputes and claims under Paragraphs5, 6 and 7hereof (which the parties hereto may pursue in any court of competentjurisdiction and which may be pursued in any court of competent jurisdiction asspecified below and with respect to which each party shall bear the cost of itsown attorneys’ fees and expenses, except to the extent otherwise required byapplicable law), each party hereto agrees that arbitration, pursuant to theprocedures set forth in the National Rules for the Resolution of EmploymentDisputes of the American Arbitration Association (as adopted and effective as ofJune 1, 1997 or such later version as may then be in effect) (the “AAA Rules”),shall be the sole and exclusive method for resolving any claim or dispute (“Claim”)arising out of or relating to the rights and obligations of the parties underthis Agreement and the employment of Executive by the Company (including,without limitation, claims and disputes regarding employment discrimination,sexual harassment, termination and discharge), whether such claim arose or thefacts on which such Claim is based occurred prior to or after the execution anddelivery of this Agreement.  The partieshereto agree that (i) one arbitrator shall be appointed pursuant to the AAARules to conduct any such arbitration, (ii) all meetings of the parties and allhearings with respect to any such arbitration shall take place in Minneapolis,Minnesota, (iii) each party to the arbitration shall bear its own costs andexpenses (including, without limitation, all attorneys’ fees and expenses,except to the extent otherwise provided by applicable law), (iv) all costs andexpenses of the arbitration proceeding (such as filing fees, the arbitrator’sfees, hearing expenses, etc.) shall be borne equally by the parties hereto. Theparties agree that the judgment, award or other determination of anyarbitration under the AAA Rules shall be final, conclusive and binding on allof the parties hereto. Nothing in this Paragraph26 shallprohibit any party hereto from instituting litigation to enforce any finaljudgment, award or determination of the arbitration. Each party hereto herebyirrevocably submits to the jurisdiction of the appropriate state courts sittingin Minneapolis, Minnesota, and agrees that either court shall be the exclusiveforum for the enforcement of any such final judgment, award or determination ofthe arbitration.  Each party heretoirrevocably consents to service of process by registered mail or personalservice and waives any objection on the grounds of personal jurisdiction, venueor inconvenience of the forum.  Eachparty hereto further agrees that each other party hereto may initiatelitigation in any court of competent jurisdiction to execute any judicialjudgment enforcing or not enforcing any award, judgment or determination of thearbitration.

## (b)           Notwithstanding theforegoing, prior to any party hereto instituting any arbitration proceedinghereunder to resolve any Claim, such party first shall submit the Claim to amediation proceeding between the parties hereto which shall be governed by theprevailing procedures of the American Arbitration Association and shall beconducted in Minneapolis, Minnesota. If the parties hereto have not agreed inwriting to a resolution of the Claim pursuant to the mediation within 45 daysafter the commencement thereof of if any party refuses to participate in themediation process, then the Claim may ‘be submitted to arbitration under Paragraph26(a) above.  Each party heretoshall bear its own costs and expenses incurred in connection with themediation, and all costs and expenses of the mediation proceeding shall beborne equally by the parties hereto.

# 27.           Effect of the Merger.  From and after the Effective Date, by virtueof the merger contemplated by the Merger Agreement whereupon the Company shallmerge with and into WII Components, with WII Components as the survivingcorporation and a Subsidiary of Parent, and without any action on the part ofany party hereto, all references herein to the “Company” shall be deemed torefer to “WII Components, Inc.”

# 28.           Effectiveness.  In the event that the transactionscontemplated by the Merger Agreement (including the merger contemplatedthereby) do not close for any reason, this Agreement shall be nullified andshall have no further force and effect.

*  * *  *  *  *

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the date first written above.
|        | WII MERGER CORPORATION |
|--------|------------------------|
|   |                   |
|   | By:                    |   |   |
|   | Its:                   |   |   |
|   |                   |
|   |                   |
|   | WII HOLDING, INC.      |
|   |                   |
|   | By:                    |   |   |
|   | Its:                   |   |   |
|   |                   |
|   |                   |
|   |                   |   |
|   | John Fitzpatrick       |

 

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Exhibit A

**GENERAL RELEASE**

I,                                            ,in  consideration of and subject to theperformance by                            ,a Delaware corporation (together with its subsidiaries, the “Company”)of its obligations under the Employment Agreement, dated as of                        (the “Agreement”), do hereby release and forever discharge as of thedate hereof the Company and its affiliates and all present and formerdirectors, officers, agents, representatives, employees, successors and assignsof the Company and its affiliates and the Company’s direct or indirect owners(collectively, the “Released Parties”) to the extent provided below.

# 1.     I understand that any payments or benefitspaid or granted to me under Paragraph 4(b) of the Agreement represent,in part, consideration for signing this General Release and are not salary,wages or benefits to which I was or may have been already entitled. Iunderstand and agree that I will not receive the payments and benefitsspecified in Paragraph 4(b) of the Agreement unless I execute thisGeneral Release and do not revoke this General Release within the time periodpermitted hereafter or breach this General Release.  Such payments and benefits will not be consideredcompensation for purposes of any employee benefit plan, program, policy orarrangement maintained or hereafter established by the Company or itsaffiliates.  I also acknowledge andrepresent that I have received all payments and benefits that I am entitled toreceive (as of the date hereof) by virtue of any employment by the Companyand/or any of its affiliates.

# 2.     Except (i) as provided in paragraph 4below, (ii) as provided in the Merger Agreement, (iii) as to suchindemnification rights provided by the Company to its directors and officers,in their capacity as such, to the maximum extent allowed by applicable law,(iv) as to claims with respect to any earned but unpaid vacation and paid-timeoff that has been accrued prior to Executive’s termination pursuant to theCompany’s benefits plans and policies and (v) for the provisions of theAgreement which expressly survive the termination of my employment with theCompany and/or any of its affiliates, I knowingly and voluntarily (for myself,my heirs, executors, administrators and assigns) release and forever dischargethe Company and the other Released Parties from any and all claims, suits,controversies, actions, causes of action, cross-claims, counter-claims,demands, debts, compensatory damages, liquidated damages, punitive or exemplarydamages, other damages, claims for costs and attorneys’ fees, or liabilities ofany nature whatsoever in law and in equity, both past and present (through thedate this General Release becomes effective and enforceable) and whether knownor unknown, suspected, or claimed against the Company or any of the ReleasedParties which I, my spouse, or any of my heirs, executors, administrators orassigns, may have, which arise out of or are connected with my employment with,or my separation or termination from, the Company (including, but not limitedto, any allegation, claim or violation, arising under: Title VII of the CivilRights Act of 1964, as amended; the Civil Rights Act of 1991; the AgeDiscrimination in Employment Act of 1967, as amended (including the OlderWorkers Benefit Protection Act); the Equal Pay Act of 1963, as amended; theAmericans with Disabilities Act of 1990; the Family and Medical Leave Act of1993; the Worker Adjustment Retraining and Notification Act; the EmployeeRetirement Income Security Act of 1974; any applicable Executive OrderPrograms; the Fair Labor Standards Act; or their state or local counterparts;or under any other federal, state or local civil or human rights law, or underany other local, state, or federal law, regulation or ordinance; or under anypublic policy, contract or tort, or under common law; or arising under anypolicies, practices or procedures of the Company and/or any of its affiliates;or any claim for wrongful discharge, breach of contract, infliction ofemotional distress, defamation; or any claim for costs, fees, or otherexpenses, including attorneys’ fees incurred in these matters) (all of theforegoing collectively referred to herein as the “Claims”).

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# 3.     I represent that I have made no assignmentor transfer of any right, claim, demand, cause of action, or other mattercovered by paragraph 2 above.

# 4.     I agree that this General Release does notwaive or release any rights or claims that I may have under the AgeDiscrimination in Employment Act of 1967 which arise after the date I executethis General Release. I acknowledge and agree that my separation fromemployment with the Company and/or any of its affiliates in compliance with theterms of the Agreement shall not serve as the basis for any claim or action(including, without limitation, any claim under the Age Discrimination inEmployment Act of 1967).

# 5.     In signing this General Release, Iacknowledge and intend that it shall be effective as a bar to each and everyone of the Claims hereinabove mentioned or implied. I expressly consent thatthis General Release shall be given full force and effect according to each andall of its express terms and provisions, including those relating to unknownand unsuspected Claims (notwithstanding any state statute that expressly limitsthe effectiveness of a general release of unknown, unsuspected andunanticipated Claims), if any, as well as those relating to any other Claimshereinabove mentioned or implied. I acknowledge and agree that this waiver isan essential and material term of this General Release and that without suchwaiver the Company would not have agreed to the terms of the Agreement.  I further agree that in the event I shouldbring a Claim seeking damages against the Company or any of the other ReleasedParties, or in the event I should seek to recover against the Company or any ofthe Other Released Parties in any Claim brought by a governmental agency on mybehalf, this General Release shall serve as a complete defense to such Claims.I further agree that I am not aware of any pending claim of the type describedin paragraph 2 as of the execution of this General Release.

# 6.     [I represent that I am not aware of anyclaim by me other than the claims that are released by this Agreement.  I acknowledge that I may hereafter discoverclaims or facts in addition to or different than those which I now know orbelieve to exist with respect to the subject matter of this General Release andwhich,  if known or suspected at the timeof entering into this General Release, may have materially affected thisGeneral Release and my decision to enter into it.  Nevertheless, I hereby waive any right, claimor cause of action that might arise as a result of such different or additionalclaims or facts and I hereby expressly waive any and all rights and benefitsconfirmed upon me by the provisions of California Civil Code Section 1542,which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HISSETTLEMENT WITH THE DEBTOR.”

Being aware of suchprovisions of law, I agree to expressly waive any rights I may have thereunder,as well as under any other statute or common law principles of similar effect.](1)

# 7.     I agree that neither this General Release,nor the furnishing of the consideration for this General Release, shall bedeemed or construed at any time to be an admission by the Company, any ReleasedParty or myself of any improper or unlawful conduct.

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(1)           To be included as applicable.

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# 8.     I agree that I will forfeit all amountspayable by the Company pursuant to the Agreement if I challenge the validity ofthis General Release. I also agree that if I violate this General Release bysuing the Company or the other Released Parties, I will pay all costs andexpenses of defending against the suit incurred by the Released Parties,including reasonable attorneys’ fees, and return all payments received by mepursuant to the Agreement.

# 9.     I agree that this General Release and theAgreement are confidential and agree not to disclose any information regardingthe terms of this General Release or the Agreement, except to my immediatefamily and any tax, legal or other counsel I have consulted regarding themeaning or effect hereof or as required by law, and I will instruct each of theforegoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the parties(and each affiliate and person acting on behalf of any such party) agree thateach party (and each employee, representative, and other agent of such party)may disclose to any and all persons, without limitation of any kind, the taxtreatment and tax structure of this transaction contemplated in the Agreementand all materials of any kind (including opinions or other tax analyses) thatare provided to such party or such person relating to such tax treatment andtax structure, except to the extent necessary to comply with any applicablefederal or state securities laws.  Thisauthorization is not intended to permit disclosure of any other informationincluding (without limitation) (i) any portion of any materials to theextent not related to the tax treatment or tax structure of this transaction,(ii) the identities of participants or potential participants in theAgreement, (iii) any financial information (except to the extent suchinformation is related to the tax treatment or tax structure of thistransaction), or (iv) any other term or detail not relevant to the taxtreatment or the tax structure of this transaction.

# 10.   Any non-disclosure provision in this GeneralRelease does not prohibit or restrict me (or my attorney) from responding toany inquiry about this General Release or its underlying facts andcircumstances by the Securities and Exchange Commission (SEC), the NationalAssociation of Securities Dealers, Inc. (NASD), any other self-regulatoryorganization or governmental entity.

# 11.   I agree to reasonably cooperate with theCompany and its affiliates in any internal investigation, any administrative,regulatory, or judicial proceeding or any dispute with a third party. Iunderstand and agree that my cooperation may include, but not be limited to,making myself available to the Company and its affiliates upon reasonablenotice for interviews and factual investigations; appearing at the Company’srequest to give testimony without requiring service of a subpoena or otherlegal process; volunteering to the Company pertinent information; and turningover to the Company all relevant documents which are or may come into mypossession all at times and on schedules that are reasonably consistent with myother permitted activities and commitments. I understand that in the event theCompany asks for my cooperation in accordance with this provision, the Companywill reimburse me solely for reasonable travel expenses, (including lodging andmeals), upon my submission of receipts, and for my time, to the extent renderedat the Company’s request, at a reasonable consulting fee.

# 12.   I agree not to disparage the Company, itspast and present investors, officers, directors or employees or its affiliatesand to keep all confidential and proprietary information about the past orpresent business affairs of the Company and its affiliates confidential unlessa prior written release from the Company is obtained.  I further agree that as of the date hereof, Ihave returned to the Company any and all property, tangible or intangible,relating to its business, which I possessed or had control over at any time(including, but not limited to, company-provided credit cards, building oroffice access cards, keys, computer equipment, manuals, files, documents,records, software, customer data base and other data) and that I shall notretain any copies, compilations, extracts, excerpts, summaries or other notesof any such manuals, files, documents, records, software, customer data base orother data.

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# 13.   Notwithstanding anything in this GeneralRelease to the contrary, this General Release shall not relinquish, diminish,or in any way affect any rights or claims arising out of any breach by theCompany or by any Released Party of the Agreement after the date hereof.

# 14.   Whenever possible, each provision of thisGeneral Release shall be interpreted in, such manner as to be effective andvalid under applicable law, but if any provision of this General Release isheld to be invalid, illegal or unenforceable in any respect under anyapplicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability shall not affect any other provision or any otherjurisdiction, but this General Release shall be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceableprovision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREETHAT:

(i)                                     IHAVE READ IT CAREFULLY;

(ii)                                  IUNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENTACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED;THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THEEMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

(iii)                               IVOLUNTARILY CONSENT TO EVERYTHING IN IT;

(iv)                              IHAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVEDONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SOOF MY OWN VOLITION;

(v)                                 IHAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASESUBSTANTIALLY IN ITS FINAL FORM ON                                    ,            TO CONSIDERIT AND THE CHANGES MADE SINCE THE                                  ,            VERSION OF THISRELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

(vi)                              THECHANGES TO THE AGREEMENT SINCE                                   ,           EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.

(vii)                           IUNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKEIT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THEREVOCATION PERIOD HAS EXPIRED;

(viii)                        IHAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICEOF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

(ix)                                IAGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED,CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZEDREPRESENTATIVE OF THE COMPANY AND BY ME.

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| DATE: |   |   |   |   |
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Exhibit B

Permitted BoardMemberships

Baker Manufacturing (anEvansville, Wisconsin based make of pumps and well-water equipment)

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Exhibit C

Bonus TargetMethodologies for Years Ended December 31, 2006 and December 31, 2007

INCENTIVECOMPENSATION

For each fiscalyear of the Company beginning after December 31, 2005, Executive shall earn, asincentive compensation, a percentage of his base salary, up to a maximum of130%. The incentive compensation will be determined on the basis of EBITDA ofthe Company.  Incentive compensationshall be determined as follows:

A.           For each percentagepoint (rounded up or down to the nearest whole number) that the Company’sEBITDA is greater than 85% of the Company’s projected aggregate EBITDA, up toand including 100%, Executive shall earn the product of 4.333% of his basesalary not to exceed 65%; and

B.             For each percentagepoint (rounded up or down to the nearest whole number) that the Company’sEBITDA is greater than 100% of the Company’s projected aggregate EBITDA, up toand including 125%, Executive shall earn 2.6% of his base salary not to exceed65%.

All calculationsthat are required to determine the amount of Executive’s incentive compensationfor a fiscal year shall be calculated as of December 31.  The Company shall pay Executive the amount ofincentive compensation that he has earned for a fiscal year, if any, within 75days after the end of the year.

For purposes ofdetermining Executive’s incentive compensation, the terms used in this exhibithave the following meanings:

“Base Salary”shall mean the total base salary paid to Executive in accordance with Paragraph3(a) of this Agreement during the applicable full fiscal year.

“ProjectedAggregate EBITDA” shall mean, for any year, the amount proposed by managementand approved by the Company’s Board of Directors in the Company’s annual planfor a fiscal year as the Company’s projected EBITDA.

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Exhibit D

Form of StockPurchase Agreement

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