Form of Stock Option Agreement under 2005



 Exhibit 10.8 
  
 Date 
  
 «First_Name_» «Last_Name_» 
 «Street_Address_» 
 «City_», «State_» «Zip» 
  
 Dear «First_Name_»: 
  
 Subject: Stock Option Grant 
  
 I am pleased to advise you that the Management Organization and Compensation Committee of
the Board of Directors of Huttig Building Products, Inc. (the “Company”), pursuant to the Company’s 2005 Executive Incentive Compensation Plan (the “Plan”), has awarded you a non-qualified stock option for the purchase of
«OptionsGranted_» shares of common stock of the Company at an exercise price of $             per share. The date of grant of the stock option is
                    . The terms and conditions of the option are set forth in Annex A attached to this letter and incorporated herein
by reference thereto. 
  
 A set of Questions and Answers regarding the Plan and
options granted thereunder is also attached. These are designed to provide you with general information about your option and the Plan. Among other matters, the Questions and Answers describe what happens to your option if your employment with the
Company terminates. Please read this document carefully and retain it for future reference. 
  
 Please sign and return the enclosed duplicate of this letter, which, when received by the Company, will constitute a binding option agreement at the price and for the number of shares set forth above and subject to
the terms and conditions set forth in Annex A. 
  
 Sincerely, 
  

			
	Michael A. Lupo
	President and Chief Executive Officer
		
	Enclosures:	 	Annex A – Stock Option Agreement Questions and Answers
	
	ACCEPTED AND AGREED TO:
	
	  


	«First_Name_» «Last_Name_»
	
	 Date: 










 Exhibit 10.8 
  
 ANNEX A 
  
 STOCK OPTION AGREEMENT 
  
 HUTTIG BUILDING PRODUCTS, INC. 
 2005
EXECUTIVE INCENTIVE COMPENSATION PLAN 
  
 1. GRANT OF OPTION 
  
 Huttig Building Products, Inc. (the “Company”) hereby grants to
the recipient of the letter of the Chairman, President and/or Secretary of the Company (“Letter”) to which this Annex A is attached (“Employee”), and the Employee accepts, an option (the “Option”) to purchase from the
Company, the number of shares of Huttig Building Products, Inc. common stock, $0.01 par value per share (“Common Stock”), at the option exercise price set forth in the Letter. The Letter and this Annex A together constitute the stock
option agreement between the parties (the “Agreement”). Except as otherwise expressly provided herein, the Option is subject to the terms and provisions of the Huttig Building Products, Inc. 2005 Executive Incentive Compensation Plan (the
“Plan”). The Option is hereby designated as a non-qualified stock option that does not qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. 
  
 2. TERM OF OPTION; EXERCISABILITY 
  
 The Option shall be exercisable in whole or in part (in lots of ten shares
or any multiple thereof) from time to time beginning from the date hereof, subject to the provision that an Option may not be exercised by the Employee, except as provided in paragraphs 4 and 5 hereof, (a) more than 90 days after the termination of
his employment by the Company or a subsidiary, or more than 10 years from the date the Option is granted, whichever period is shorter, or (b) prior to the expiration of one year from the date of grant as indicated in the Letter, and provided further
that the Option may not be exercised in excess of 50% of the total shares subject to the Option during the second year after the date of grant, 75% during the third year after the date of grant and 100% thereafter during the remainder of the Option
term. 
  
 3. FORM OF EXERCISE 
  
 The purchase price of the shares purchased upon the exercise of the Option
shall be paid in full at the time of exercise in cash or in whole or in part by tendering (either actually or by attestation) shares of Common Stock, or such other form of consideration approved by the Management Organization and Compensation
Committee of the Board of Directors of the Company (the “Committee”). Notwithstanding the foregoing, if shares acquired pursuant to this Option or any other option granted under a stock compensation plan of the Company are utilized to pay
such purchase price, such shares must have been acquired by the Employee more than six 








 
months prior to the exercise of this Option or held for such other period of time as the the Committee may establish. The value of each share delivered in
payment of all or part of the purchase price upon the exercise of the Option shall be the Fair Market Value of the Common Stock on the date the Option is exercised. The Option may also be exercised in accordance with a cashless exercise program
under which, if so instructed by the Employee, shares of Common Stock may be issued directly to the Employee’s broker or dealer upon receipt of an irrevocable written notice of exercise from the Employee. The Committee, upon such terms and
conditions as it shall deem appropriate, may (but shall not be obligated to) authorize the acceptance of the surrender of the right to exercise the Option or a portion thereof (but only to the extent and in the amounts that the Option shall then be
exercisable) and payment by the Company of an amount equal to the excess of the Fair Market Value on the date of surrender of the shares of Common Stock covered by such Option, or portion thereof, over the aggregate option price of such shares. Such
payment shall be made in shares of Common Stock (valued at such Fair Market Value), or in cash, or partly in cash and partly in Common Stock, as the Committee shall determine. For the purposes of this Agreement, the term “Fair Market
Value” as of any day shall mean the average of the high and low sales prices of the Common Stock on the New York Stock Exchange Composite Transaction Tape on such day or, if no sale of such Common Stock has been recorded on such day, on the
next preceding date on which a sale was so made. 
  
 4. EXERCISE UPON TERMINATION
OF EMPLOYMENT 
  
 If the Employee’s employment with the
Company or one of its subsidiaries terminates due to permanent disability (as determined by the Committee) or the Employee’s retirement on or after reaching age 65, or after a Change in Control (as defined in Section 2.7 of the Plan), the
Employee may exercise this Option, in whole or in part, whether or not previously exercisable, and/or the Committee may authorize the acceptance of the surrender of the right to exercise this Option or any portion thereof as provided in paragraph 3,
at any time within 90 days after such termination due to permanent disability or retirement, or termination after a Change in Control, but not after the expiration of the term of this Option. 
  
 If the Employee’s employment is terminated for any reason other than
death, disability or retirement or after a Change in Control, this Option may be exercised in whole or in part, at any time within 90 days after such termination of employment, but only to the extent this Option is vested and exercisable at the date
of termination in accordance with Paragraph 2, and in any event, not later than the expiration of the term of this Option. 
  
 5. DEATH 
  
 If the Employee shall die while employed by the Company or a subsidiary or within 90 days of the cessation or termination of such employment due to permanent disability or retirement, or termination after a Change in
Control as described in paragraph 4, this Option may be exercised, in whole or in part, whether or not previously exercisable, and/or the Committee may authorize the acceptance of the surrender of the right to exercise such Option or any portion
thereof as provided in paragraph 3, by the estate of such Employee (or by a person who shall have acquired the right to exercise such Option by bequest or inheritance), at any time within one year after the death of such Employee, but not after the
expiration of the term of the Option. 
  

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 6. DELIVERY OF STOCK CERTIFICATES 
  
 The obligation of the Company to sell and deliver shares of Common Stock under this Option shall be subject to, as deemed
necessary or appropriate by counsel for the Company, (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of a Registration Statement
under the Securities Act of 1933, and (ii) the condition that such shares shall have been duly listed on such stock exchanges as the Common Stock is then listed. 
  
 7. ASSIGNMENT AND TRANSFER 
  
 The Option shall not be transferable by the Employee otherwise than by will or the laws of descent and distribution, and shall be exercisable, during his
lifetime, only by him, except that the Option may be transferable, without payment of consideration, to immediate family members of the Employee or to trusts or partnerships for the benefit of such family members. Except as provided herein, neither
this Option nor the rights appurtenant hereto shall be subject to execution, attachment or similar process. Any attempt by the Employee to assign, pledge, hypothecate or otherwise dispose of this Option or of any right or privilege conferred hereby
contrary to the provisions of this Agreement, shall be null and void, and the Company shall have the right, at its option, to declare this Agreement and the rights and privileges hereby conferred immediately terminated. 
  
 8. ADJUSTMENT OF OPTION 
  
 In accordance with Section 4.4 of the Plan, in the event of any corporate event or transaction such as a merger,
consolidation, reorganization, recapitalization, separation, stock dividend, stock split or other similar event, the Committee, in its sole discretion, shall substitute or adjust in an equitable manner, the number an kind of shares that may be
issued under this Option, the applicable Exercise Price or other terms of this Option in order to prevent dilution or enlargement of your rights hereunder. 
  
 9. WITHHOLDING TAXES 
  
 The Employee shall pay to the Company in cash the amount of any taxes which the Company is required to withhold upon the exercise of this Option, provided
that the Company may, in accordance with such rules as the Committee may from time to time adopt, accept shares of Common Stock received in connection with the exercise of this Option being taxed or otherwise previously acquired in satisfaction of
such withholding requirements or up to the entire tax liability arising from the exercise of such Option. 
  
 10. GENERAL 
  
 Except as
otherwise expressly set forth in this Agreement, any notice required to be given 

  

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to the Employee shall be sent to the address of the Employee as the same appears on the records of the Company, or at such other address as the Employee may
hereafter designate in writing, and all notices required to be given to the Company shall be addressed to the Secretary of the Company at the address set forth in the Letter. Any such notice shall be deemed to be duly given if and when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, registered and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States. 
  
 The Employee shall not be deemed for any purpose to be a stockholder of the
Company in respect of any shares as to which the Option shall not have been exercised as herein provided. 
  
 Nothing in this Agreement shall confer upon the Employee any right to continue in the employ of the Company or shall affect the right of the Company to
terminate the employment of the Employee, with or without cause. 
  
 Nothing in this Agreement or otherwise shall obligate the Company to permit the Option to be exercised other than in accordance with the terms hereof or to grant any waivers of the terms of this Agreement, regardless of what actions the
Company, the Board of Directors or the Committee may take or waivers the Company, the Board of Directors or the Committee may grant under the terms of or with respect to any options now or hereafter granted to any other person or any other options
granted to the Employee. 
  
 This Agreement shall be governed by
the laws of the State of Delaware applicable to agreements made and performed wholly within the State of Delaware (regardless of the laws that might otherwise govern under applicable conflicts of laws principles). 
  
 This Agreement sets forth a complete understanding between the parties with
respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings with respect thereto. Any modification, amendment or waiver to this Agreement will be effective only if it in writing signed by the Company and
the Employee. The failure of any party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of that or any other provision of this Agreement. 
  
 In the event of any conflict between the terms of this Agreement and the terms of the Plan, as amended from time to time,
the terms of such Plan shall be controlling. Capitalized terms appearing but not defined herein shall have the meanings ascribed to them in the Plan. 
  

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