**Exhibit 10.2**

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**RESTRICTED STOCKAGREEMENT**

THIS RESTRICTED STOCKAGREEMENT (this “Agreement”) is made as of August 31, between WIIHolding, Inc., a Delaware corporation (the “Company”), and Dale Herbst (“Executive”).

The Company and Executivedesire to enter into an agreement pursuant to which Executive shall purchase,and the Company shall sell, 5,605.97 shares of the Company’s Common Stock, parvalue $0.01 per share (the “Common Stock”).  All of such shares of Common Stock acquiredby Executive pursuant to this Agreement are referred to herein as “ExecutiveStock.” Certain definitions are set forth in Section8 ofthis Agreement.

Olympus Growth Fund IV,L.P. and its affiliates (the “Investor”) acquired capital stock of theCompany pursuant to a Stock Purchase Agreement, dated as of January 9, 2007,among the Company, the Investor and the other stockholders of the Company partythereto.  Certain provisions of thisAgreement are intended for the benefit of, and shall be enforceable by, theInvestor.

In consideration of themutual covenants contained herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto agree as follows:

# 1.             Purchase and Sale of Executive Stock.

## (a)           Upon execution of this Agreement,Executive shall purchase, and the Company shall sell, 5,605.97 shares of CommonStock at a price of $0.01 per share. The Company shall deliver to Executive acopy of the certificate representing such shares of Common Stock (subject to Section1(b) below), and Executive shall deliver to the Company a check in theaggregate amount of $56.06.

## (b)           Until the occurrence of a Sale of theCompany or a Public Offering, all certificates evidencing shares of ExecutiveStock shall be held by the Company for the benefit of Executive and the otherholder(s) of Executive Stock.  Upon theoccurrence of a Sale of the Company or a Public Offering, the Company shalldeliver the certificates for the Executive Stock to the record holders thereof.

## (c)           Within thirty (30) days afterExecutive purchases any Executive Stock from the Company, Executive may make anelection with the Internal Revenue Service under Section 83(b) of the InternalRevenue Code and the regulations promulgated thereunder with respect to anysuch purchase in the form of Annex A attached hereto.

## (d)           In connection with the purchase andsale of the Executive Stock hereunder, Executive represents and warrants to theCompany that:

### (i)            The Executive Stockto be acquired by Executive pursuant to this Agreement shall be acquired forExecutive’s own account and not with a view to, or intention of, distributionthereof in violation of the 1933 Act, or any applicable state securities laws,and the Executive Stock shall not be disposed of in contravention of the 1933Act or any applicable state securities laws.

### (ii)           Executive is anexecutive officer or management employee of the Company or its Subsidiaries, isan “accredited investor” as defined in Rule 501(a) under Regulation Dpromulgated under the Securities Act, and, by reason of his business andfinancial experience, and the business and financial experience of thoseretained by or on behalf of Executive to advise him with respect to hissubscription for the Executive Stock being purchased hereunder, 

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### Executive,together with such advisors, has such knowledge, sophistication and experiencein business and financial matters so as to be capable of evaluating the risksand benefits of the investment in the Executive Stock.

### (iii)          Executive is ableto bear the economic risk of Executive’s investment in the Executive Stock foran indefinite period of time because the Executive Stock has not beenregistered under the 1933 Act and, therefore, cannot be sold unlesssubsequently registered under the 1933 Act or an exemption from suchregistration is available.

### (iv)          Executive and hisadvisors have had an opportunity to ask questions and receive answersconcerning the terms and conditions of the offering of Executive Stock and hashad full access to such other information concerning the Company as Executivehas requested.

### (v)           This Agreementconstitutes the legal, valid and binding obligation of Executive, enforceablein accordance with its terms, and the execution, delivery and performance ofthis Agreement by Executive do not and shall not conflict with, violate orcause a breach of any agreement, contract or instrument to which Executive is aparty or any judgment, order or decree to which Executive is subject.

## (e)           As an inducement to the Company toissue the Executive Stock to Executive, as a condition thereto, Executiveacknowledges and agrees that:

### (i)            neither theissuance of the Executive Stock to Executive nor any provision contained hereinshall entitle Executive to remain in the employment of the Company and/or its Subsidiariesor affect the right of the Company to terminate Executive’s employment at anytime;

### (ii)           the Company shallhave no duty or obligation to disclose to Executive, and Executive shall haveno right to be advised of, any material information regarding the Company andits Subsidiaries at any time prior to, upon or in connection with therepurchase of Executive Stock upon the termination of Executive’s employmentwith the Company and its Subsidiaries or as otherwise provided hereunder; and

### (iii)          he shall be boundby the obligations set forth in Section6 hereof.

# 2.             Vesting of Executive Stock.

## (a)           Except as otherwise provided in Sections2(b), 2(c) and 2(d) below, the Executive Stock shallbecome vested in accordance with the following schedule (provided thatif only clause (ii) is satisfied in a given year, then half of the amount thatwould vest if both (i) and (ii) were satisfied shall vest as of such fiscalyear end), if (i) theCompany’s EBITDA meets the applicable EBITDA Target Amount as of such fiscalyear end, and (ii) if as of each such date Executive is, and has been since thedate hereof, employed by the Company or any of its Subsidiaries:

| **Date**                                                          | ** ** | **Annual Percentage of  Executive Stock Vested** | ** ** |
|-------------------------------------------------------------------|------------|--------------------------------------------------|------------|
| Company’s fiscal  year ending on or around December 31, 2007 |       | 25                                               | %          |
| Company’s fiscal  year ending on or around December 31, 2008 |       | 25                                               | %          |
| Company’s fiscal  year ending on or around December 31, 2009 |       | 25                                               | %          |
| Company’s fiscal  year ending on or around December 31, 2010 |       | 25                                               | %          |

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## (b)           To the extent the EBITDA TargetAmount is not achieved in a certain fiscal year (a “Missed Fiscal Year”),if the Company’s EBITDA in a subsequent fiscal year (through and including thelast fiscal year) is at least equal to the EBITDA Target Amount for such fiscalyear (an “Achieved Fiscal Year”), then for each Missed Fiscal Year, ifthe Company’s aggregate EBITDA for such Missed Fiscal Year and all subsequentfiscal years (up to and including the Achieved Fiscal Year) is at least equalto the sum of the EBITDA Target Amounts for such fiscal years, then thepercentage of Executive Stock that will be vested for achieving the AchievedFiscal Year shall include the percentage of the Executive Stock for such MissedFiscal Year.  If the percentage ofExecutive Stock for any Missed Fiscal Year is vested in accordance with this Section2(b), such fiscal year shall no longer be deemed to be a Missed FiscalYear.  Notwithstanding anything set forthherein to the contrary, (i) all Executive Stock shall become fully vested onthe date that is seven (7) years from the date hereof, provided that Executiveis, and has been since the date hereof, employed by the Company or any of itsSubsidiaries on such date, and (ii) in no event shall the aggregate amount ofExecutive Stock to be vested exceed the amount of Executive Stock purchasedhereunder.

## (c)           Shares of Executive Stock which havebecome vested are referred to herein as “Vested Shares” and all othershares of Executive Stock are referred to herein as “Unvested Shares.”  Upon the occurrence of a Sale of the Company,all Unvested Shares shall become Vested Shares at the time of such event if theInvestor receives an aggregate amount in such Sale of the Company in respect ofthe capital stock of the Company held by the Investor at least equal to theproduct of (i) the Investor’s aggregate original cost for all of the capitalstock of the Company held by the Investor at the time of such Sale of theCompany, and (ii) the Target Return Rate set forth in Appendix A for theyear in which such Sale of the Company is consummated.  Any Unvested Shares held by Executive at thetime of a Sale of the Company (excluding the Unvested Shares that shall becomeVested Shares in connection with such Sale of the Company in accordance withthis Section2(c)) shall be subject to repurchase by the Companyin accordance with the terms of Section3 below.  All Unvested Shares held by Executive at thetime of a Public Offering shall remain outstanding and be subject to theoriginal vesting schedule set forth in Section2(a) above.

## (d)           Notwithstanding anything herein tothe contrary, the Board may, in its sole discretion, accelerate the vesting ofshares of Executive Stock at any time.

# 3.             Repurchase Option.

## (a)           In the event Executive ceases to beemployed by the Company and its Subsidiaries for any reason (the “Termination”),the Executive Stock (whether held by Executive or one or more of Executive’stransferees) shall be subject to repurchase by the Company and the Investorpursuant to the terms and conditions set forth in this Section3(the “Repurchase Option”).

## (b)           The purchase price for each UnvestedShare shall be the lesser of (i) Executive’s Original Cost for such share and(ii) the Fair Market Value for such share (in each case, with shares having thelowest cost subject to repurchase prior to shares with a higher cost).  The purchase price for each Vested Shareshall be the Fair Market Value for such share; provided that, if Executive isterminated for Cause, then the purchase price for each Vested Share shall bethe lesser of (A) Executive’s Original Cost for such share and (B) the FairMarket Value for such share (in each case, with shares having the lowest costsubject to repurchase prior to shares with a higher cost).

## (c)           The Board may elect to purchase allor any portion of the Unvested Shares and/or the Vested Shares by deliveringwritten notice (the “Repurchase Notice”) to the holder or holders of theExecutive Stock within 120 days after the Termination. The Repurchase Noticeshall set forth the number of Unvested Shares and Vested Shares to be acquiredfrom each holder of Executive Stock, the aggregate 

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## consideration to be paid for such shares and the timeand place for the closing of the transaction. The number of shares to berepurchased by the Company shall first be satisfied to the extent possible fromthe shares of Executive Stock held by Executive at the time of delivery of theRepurchase Notice. If the number of shares of Executive Stock then held byExecutive is less than the total number of shares of Executive Stock theCompany has elected to purchase, the Company shall purchase the remainingshares elected to be purchased from the other holder(s) of Executive Stock underthis Agreement pro rata according to the number of shares of Executive Stockheld by such other holder(s) at the time of delivery of such Repurchase Notice(determined as close as practicable to the nearest whole shares). The number ofUnvested Shares and Vested Shares to be repurchased hereunder shall beallocated among Executive and the other holders of Executive Stock (if any) prorata according to the number of shares of Executive Stock to be purchased fromsuch persons.

## (d)           If for any reason the Company doesnot elect to purchase all of the Executive Stock pursuant to the RepurchaseOption, the Investor shall be entitled to exercise the Repurchase Option forthe shares of Executive Stock the Company has not elected to purchase (the “AvailableShares”). As soon as practicable after the Company has determined thatthere will be Available Shares, but in any event within 120 days after theTermination, the Company shall give written notice (the “Option Notice”)to the Investor setting forth the number of Available Shares and the purchaseprice for the Available Shares. The Investor may elect to purchase any or allof the Available Shares by giving written notice to the Company within 30 daysafter the Option Notice has been given by the Company.  As soon as practicable, and in any eventwithin ten days after the expiration of the 30-day period set forth above, theCompany shall notify each holder of Executive Stock as to the number of sharesbeing purchased from such holder by the Investor (the “SupplementalRepurchase Notice”). At the time the Company delivers the SupplementalRepurchase Notice to the holder(s) of Executive Stock, the Company shall alsodeliver written notice to the Investor setting forth the number of shares theInvestor is entitled to purchase, the aggregate purchase price and the time andplace of the closing of the transaction. The number of Unvested Shares andVested Shares to be repurchased hereunder shall be allocated among the Companyand the Investor pro rata according to the number of shares of Executive Stockto be purchased by each of them.

## (e)           The closing of the purchase of theExecutive Stock pursuant to the Repurchase Option shall take place on the datedesignated by the Company in the Repurchase Notice or Supplemental RepurchaseNotice, which date shall not be more than 60 days nor less than 15 days afterthe delivery of the later of either such notice to be delivered. The Companyand/or the Investor shall pay for the Executive Stock to be purchased pursuantto the Repurchase Option by delivery of a check or wire transfer of funds.  In addition, the Company may pay the purchaseprice for such shares by offsetting bona fide debts owed by Executive to theCompany or any of its subsidiaries.  Thepurchasers of Executive Stock hereunder shall be entitled to receive customaryrepresentations and warranties from the sellers regarding such sale of shares(including, without limitation, representations and warranties regarding goodtitle to such shares, free and clear of any liens or encumbrances) and torequire all sellers’ signatures be guaranteed by a national bank or reputablesecurities broker.

## (f)            The right of the Company and theInvestor to repurchase Vested Shares pursuant to this Section3shall terminate upon the first to occur of the Sale of the Company or a PublicOffering.

## (g)           Notwithstanding anything to thecontrary contained in this Agreement, all repurchases of Employee Stock by theCompany shall be subject to applicable restrictions contained in the DelawareGeneral Corporation Law and in the Company’s and its Subsidiaries’ debtfinancing agreements with unaffiliated third parties. If any such restrictionsprohibit the repurchase of Employee Stock hereunder which the Company isotherwise required to make, the time periods provided in this Section 3shall be suspended, and the Company may make such repurchases as soon as it ispermitted to do so under such restrictions.

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# 4.             Restrictions on Transfer.

## (a)           Transfer of Stockholder Shares.The Executive shall not sell, transfer, assign, pledge or otherwise dispose of(whether with or without consideration and whether voluntarily or involuntarilyor by operation of law) any interest in Executive’s Unvested Shares or VestedShares, except in accordance with the provisions of Section3hereof or in accordance with Section8 of the StockholdersAgreement.

## (b)           The certificates representing theExecutive Stock shall bear the following legend:

“THE SECURITIESREPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON AUGUST 31, 2007, HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THESECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONALRESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHERAGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND ACERTAIN INVESTOR DATED AS OF AUGUST 31, 2007, AS AMENDED AND MODIFIED FROM TIMETO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THECOMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

## (c)           No holder of Executive Stock maysell, transfer or dispose of any Executive Stock (except pursuant to aneffective registration statement under the 1933 Act) without first deliveringto the Company an opinion of counsel (reasonably acceptable in form andsubstance to the Company) that neither registration nor qualification under the1933 Act and applicable state securities laws is required in connection withsuch transfer.

# 5.             Transfer. Prior to transferring any ExecutiveStock (other than a Public Sale or an Approved Sale (as defined in theStockholders Agreement)) to any Person, the Executive shall cause theprospective transferee to be bound by this Agreement and to execute and deliverto the Company and the Investor a counterpart of this Agreement.

# 6.     Non-Compete. Non-Solicitation.

## (a)           Executive hereby acknowledges that,during the course of his employment with the Company and its Subsidiaries hehas and shall become familiar with the Company’s and its Subsidiaries’ tradesecrets and other Confidential Information. Executive acknowledges and agreesthat the Company and its Subsidiaries would be irreparably damaged if he wereto provide services to or otherwise participate in the business of any personor entity competing with the Company or its Subsidiaries or providing servicessimilar to those of the Company and its Subsidiaries and that any suchcompetition or provision of services by Executive would result in a significantloss of goodwill by the Company and its Subsidiaries.  Executive further acknowledges and agreesthat the covenants and agreements set forth in this Section6were a material inducement to the Company to enter into this Agreement and toperform its obligations hereunder, and that the Company would not obtain thebenefit of the bargain set forth in this Agreement as specifically negotiatedby the parties hereto if Executive breached the provisions of this 

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## Section6. Therefore, Executive agreesthat, during the term of his employment with the Company and its Subsidiaries(the “Employment Period”) and for 12 months thereafter (the “NoncompetePeriod”), he shall not directly or indirectly own any interest in, manage,control, participate in (whether as an officer, director, employee, partner,agent, representative or otherwise), consult with, render services for, or inany other manner engage in any business competing with the businesses of theCompany or its Subsidiaries, as such businesses exist or are or were in theprocess of being developed during the Employment Period within North America orany other any geographical area in which the Company or its Subsidiaries engageor plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner ofnot more than 2% of the outstanding stock of any class of a corporation whichis publicly traded so long as he does not have any active participation in thebusiness of such corporation. Notwithstanding the foregoing, in the event that the Employment Periodis terminated by the Company without Cause or by Executive with Good Reason,then the obligations under this Section 6(a), and under each of 6(b)(iii)and, to the extent undertaken in connection with an activity permitted under 6(b)(iii),6(b)(iv), shall terminate concurrently with Executive’s termination forpurposes of this Agreement. Notwithstanding the foregoing, the Company hereby acknowledges thatExecutive’s ownership at its then current levels as of January 9, 2007 of hisbrother’s lumber company from which the Company purchases lumber shall not bedeemed a violation or breach of this Section 6.

## (b)   During the Noncompete Period, Executive shallnot directly or indirectly through another person or entity (i) induce orattempt to induce any employee of the Company or any Subsidiary to leave theemploy of the Company or such Subsidiary, or in any way interfere with therelationship between the Company or any Subsidiary and any employee thereof,(ii) hire any person who was an employee of the Company or any Subsidiary atany time during the twelve month period prior to the date of hire, (iii) call on,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 or attempt to induce anycustomer, supplier, licensee, licensor, franchisee or other business relationof the Company or any Subsidiary to cease doing (or reduce its) business withthe Company or such Subsidiary, or in any way interfere with the relationshipbetween any such customer, supplier, licensee or business relation and theCompany or any Subsidiary (including, without limitation, making any negativeor disparaging statements or communications regarding the Company or itsSubsidiaries).

## (c)   In the event of a breach or a threatenedbreach by Executive of any of the provisions of this Section6,the Company would suffer irreparable harm, and in addition and supplementary toother rights and remedies existing in its favor, the Company shall be entitledto specific performance and/or injunctive or other equitable relief from acourt of competent jurisdiction in order to enforce or prevent any violationsof the provisions hereof.  In addition,in the event of a breach or violation by Executive of this Section6,the Noncompete Period shall be automatically extended by the amount of timebetween the initial occurrence of the breach or violation and when such breachor violation has been duly cured. Executive acknowledges that the restrictionscontained in this Section6 are reasonable and that he hasreviewed the provisions of this Agreement with his legal counsel.  Executive acknowledges and agrees that thecovenants contained in this Section6 are in addition to, ratherthan in lieu of, any similar or related covenants to which Executive is a partyor by which he is bound.

## (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 or 

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## investmentprofessionals.  Executive acknowledgesthat he, as part of his employment, is responsible for preserving the goodwillor reputation of the aforementioned parties.

# 7.             Confidential Information.  Executive acknowledges that the ConfidentialInformation is the property of the Company or such Subsidiary.  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 Subsidiaries) any Confidential Information orany confidential or proprietary information of other persons or entities in thepossession of the Company and its Subsidiaries (“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 Subsidiary which he may then possess or have under hiscontrol.

# 8.             Definitions.

“1933 Act” meansthe Securities Act of 1933, as amended from time to time.

“Board” means theboard of directors of the Company.

“Cause” means,with respect to Executive, one or more of the following: (i) the commission ofa felony or other crime involving moral turpitude, (ii) the commission of anyact or the omission to take an act, either of which results in disloyalty orfraud toward the Company or any of its Subsidiaries, or involving dishonesty inconnection with the Company or any of its Subsidiaries, which is materially detrimentalto the Company or any of its Subsidiaries, (iii) reporting to the workplaceunder the influence of alcohol or illegal drugs, the use of illegal drugs(whether or not at the workplace) or other repeated conduct causing the Companyor any of its Subsidiaries substantial public disgrace or disrepute orsubstantial economic harm, (iv) failure to perform duties as reasonablydirected by the Board, and such failure is not cured within twenty (20) daysafter the Executive receives written notice thereof from the Board, (v)unlawful conduct or gross misconduct that is willful and deliberate onExecutive’s part and that, in either event, is materially injurious to theCompany or any of its Subsidiaries, or (vi) any other material breach of anyemployment agreement with Executive or of any other agreement between Executiveand the Company, which breach has not been cured by Executive within ten daysafter written notice thereof to Executive from the Board.

“ConfidentialInformation” means information, observations and data (including tradesecrets) obtained by the Executive during the course of his employment with theCompany and its Subsidiaries (including those obtained by him while employed bythe Company and its Subsidiaries prior to the date of this Agreement)concerning the business or affairs of the Company or any Subsidiary.

“EBITDA” shallmean the consolidated earnings of the Company and its subsidiaries beforedeductions for LIFO, gain or loss on sale of assets, interest, taxes,depreciation and non-cash amortization, determined in manner consistent withthe methodologies and adjustments utilized in calculating “Consolidated EBITDA”(or its replacement definition, as applicable) under the Operating CreditAgreement.  .

“EBITDA Target Amount”means the target amount of EBITDA for each fiscal year ending December 31, 2007through December 31, 2010 determined annually by the Board, after consultationwith members of the Company’s senior management team.  The Board may adjust EBITDA targets for (i) 

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general marketconditions, (ii) new businesses entered or new businesses or assets acquired or(iii) assets sold or businesses exited.

“Executive Stock”shall continue to be Executive Stock in the hands of any holder other thanExecutive (except for the Company and the Investor and except for transfereesin a Public Sale), and except as otherwise provided herein, each such otherholder of Executive Stock shall succeed to all rights and obligationsattributable to Executive as a holder of Executive Stock hereunder. ExecutiveStock shall also include shares of the Company’s capital stock issued withrespect to Executive Stock by way of a stock split, stock dividend or otherrecapitalization.

“Fair Market Value”of each share of Executive Stock means the average of the closing prices of thesales of the Company’s Common Stock on all securities exchanges on which theCommon Stock may at the time be listed, or, if there have been no sales on anysuch exchange on any day, the average of the highest bid and lowest askedprices on all such exchanges at the end of such day, or, if on any day theCommon Stock is not so listed, the average of the representative bid and askedprices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if onany day the Common Stock is not quoted in the NASDAQ System, the average of thehighest bid and lowest asked prices on such day in the domesticover-the-counter market as reported by the National Quotation BureauIncorporated, or any similar successor organization, in each such case averagedover a period of 21 days consisting of the day as of which the Fair MarketValue is being determined and the 20 consecutive business days prior to suchday. If at any time the Common Stock is not listed on any securities exchangeor quoted in the NASDAQ System or the over-the-counter market, the Fair MarketValue shall be the fair value of the Common Stock determined in good faith bythe Board (without taking into account any minority discount, or the effect ofany contemporaneous repurchase of Unvested Shares under Section3hereof).

“Good Reason”shall mean (i) any requirement by the Company that Executive’s principal officebe moved by more than fifty (50) miles from the St. Cloud metropolitan areawithout Executive’s consent, (ii) a reduction of Executive’s base salary oraggregate target bonus amount (except as part of a general reduction in thebase salaries or aggregate target bonus amounts for all executive officers ofthe Company) or (iii) the material breach of any terms and conditions of anyemployment agreement with Executive 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.  Notwithstandingany provision herein to the contrary, in the event that the Company providesExecutive with written notice of its intent to move Executive’s principaloffice by more than fifty (50) miles from the St. Cloud metropolitan area (a “RelocationNotice”), and Executive does not notify the Company in writing within 30days following his receipt of any such Relocation Notice that Executive wouldconsider such a move to be the basis for a termination with “Good Reason”, thenExecutive shall be deemed to waive any and all rights to terminate hisemployment for “Good Reason” in connection with any such move as described insuch Relocation Notice (it also being understood and agreed that the Company’sabandonment of any such contemplated move described in any such RelocationNotice shall be deemed to cure any and all bases for Executive to claim thatany such proposed move would constitute the basis for a termination with “GoodReason”).

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“Independent ThirdParty” means any Person who, immediately prior to the contemplatedtransaction, does not own directly or indirectly in excess of 5% of the Company’svoting capital stock on a fully-diluted basis (a “5% Owner”), who doesnot control, is not controlled by or under common control with any such 5%Owner and who is not the spouse or descendent (by birth or adoption) of anysuch 5% Owner or a trust for the benefit of such 5% Owner and/or such otherPersons.

                “Operating Credit Agreement” means (x) thatcertain First Lien Senior Secured Credit Agreement, dated as of January 9,2007, among WII Components, Inc. as the borrower, Credit Suisse asadministrative agent, swing line lender, an L/C issuer and as collateral agentand each Lender from time to time party thereto (as from time to time amended,amended and restated, modified, supplemented or refinanced in whole or in part)and (y) any agreement governing indebtedness for borrowed money incurred fromtime to time under one or more successor or replacement credit agreements,whether by the same or any other lender or group of lenders.

“Original Cost” ofeach share of Common Stock purchased hereunder shall be equal to $0.01 (asproportionately adjusted for all subsequent stock splits, stock dividends andother recapitalizations).

“Person” means anindividual, a partnership, a corporation, a limited liability company, anassociation, a joint stock company, a trust, a joint venture, an unincorporatedorganization and a governmental entity or any department, agency or political subdivisionthereof.

“Public Offering”means the sale, in an underwritten public offering registered under the 1933Act, of shares of the Company’s Common Stock.

“Public Sale”means any sale pursuant to a registered public offering under the 1933 Act orany sale to the public pursuant to Rule 144 promulgated under the 1933 Acteffected through a broker, dealer or market maker.

“Sale of the Company”means the sale of the Company to an Independent Third Party or group ofIndependent Third Parties pursuant to which such party or parties acquire (i)all or substantially all of the Company’s capital stock (whether by merger,consolidation or sale or transfer of the Company’s capital stock) or (ii) allor substantially all of the Company’s assets determined on a consolidatedbasis.

“StockholdersAgreement” means that certain Stockholders Agreement, dated as of January9, 2007 (as amended, modified and/or supplemented from time to time), among theCompany and its stockholders.

“Subsidiary” meansany corporation of which the Company owns securities having a majority of theordinary voting power in electing the board of directors directly or throughone or more subsidiaries.

“Work Product”means discoveries, concepts, ideas, inventions, innovations, improvements,developments, methods, designs, analyses, drawings, reports, patentapplications, copyrightable work and mask work (whether or not including anyconfidential information) and all registrations or applications relatedthereto, all other proprietary information and all similar or relatedinformation (whether or not patentable) which relate to the Company’s or any ofits Subsidiaries’ actual or anticipated business, research and development orexisting or future products or services and which are conceived, developed ormade by Executive (whether alone or jointly with others) while employed by theCompany or its predecessor and its Subsidiaries, whether before or after thedate of this Agreement.

# 9.             Notices. Any notice provided for in thisAgreement must be in writing and must be either personally delivered, mailed byfirst class mail (postage prepaid and return receipt requested), sent by

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# reputable overnight courier service (charges prepaid)or sent by facsimile to the recipient at the address or facsimile number belowindicated:

| To the Company:                                                                                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                     |
| WII Holding, Inc.  c/o Olympus Partners  Metro Center  One Station Place  Stamford, Connecticut 06902  Attention: L. David Cardenas  Telecopy: (203) 353-5910            |
|                                                                                                                                                                     |
| with a copy to:                                                                                                                                                          |
|                                                                                                                                                                     |
| Kirkland & Ellis LLP                                                                                                                                                 |
| 200 East Randolph Drive  Chicago, Illinois 60601  Attention: John A. Schoenfeld, P.C.  Telecopy: (312) 861-2200                                                          |
|                                                                                                                                                                     |
| To Executive:                                                                                                                                                            |
|                                                                                                                                                                     |
| At the Executive’s address indicated   in the Company’s records                                                                                                |
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| To the Investor:                                                                                                                                                         |
|                                                                                                                                                                     |
| Olympus Growth Fund IV, L.P.  c/o Olympus Partners  Metro Center  One Station Place  Stamford, Connecticut 06902  Attention: L. David Cardenas  Telecopy: (203) 353-5910 |
|                                                                                                                                                                     |
| with a Copy to:                                                                                                                                                          |
|                                                                                                                                                                     |
| Kirkland & Ellis LLP                                                                                                                                                 |
| 200 East Randolph Drive                                                                                                                                                  |
| Chicago, Illinois 60601                                                                                                                                                  |
| Attention: John A. Schoenfeld, P.C.                                                                                                                                      |
| Telecopy: (312) 861-2200                                                                                                                                                 |

 

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 or sent byovernight courier service or, if mailed, five days after deposit in the U.S.mail.

 

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# 10.           General Provisions.

## (a)           Transfers in Violation ofAgreement. Any transfer or attempted transfer of any Executive Stock inviolation of any provision of this Agreement shall be void, and the Companyshall not record such transfer on its books or treat any purported transfereeof such Executive Stock as the owner of such stock for any purpose.

## (b)           Severability. Wheneverpossible, each provision of this Agreement shall be interpreted in such manneras to be effective and valid under applicable law, but if any provision of thisAgreement is held to be invalid, illegal or unenforceable in any respect underany applicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability shall not affect any other provision or any other jurisdiction,but this Agreement shall be reformed, construed and enforced in suchjurisdiction as if such invalid, illegal or unenforceable provision had neverbeen contained herein.

## (c)           Complete Agreement.  This Agreement, those documents expresslyreferred to herein and other documents of even date herewith embody thecomplete agreement and understanding among the parties and supersede andpreempt any prior understandings, agreements or representations by or among theparties, written or oral, which may have related to the subject matter hereofin any way.

## (d)           Counterparts.  This Agreement may be executed in separatecounterparts, each of which is deemed to be an original and all of which takentogether constitute one and the same agreement.

## (e)           Successors and Assigns.  Except as otherwise provided herein, thisAgreement shall bind and inure to the benefit of and be enforceable byExecutive, the Company, the Investor and their respective successors andassigns (including subsequent holders of Executive Stock); provided that therights and obligations of Executive under this Agreement shall not beassignable except in connection with a permitted transfer of Executive Stockhereunder.

## (f)            Choice of Law. The corporatelaw of the State of Delaware shall govern all questions concerning the relativerights of the Company and its stockholders. All other questions concerning theconstruction, validity, enforcement and interpretation of this Agreement andthe exhibits hereto shall be governed by the internal law, and not the law ofconflicts, of the State of Delaware.

## (g)           Remedies. Each of the partiesto this Agreement (including the Investor) shall be entitled to enforce itsrights under this Agreement specifically, to recover damages and costs(including reasonable attorney’s fees) caused by any breach of any provision ofthis Agreement and to exercise all other rights existing in its favor. Theparties hereto agree and acknowledge that money damages would not be anadequate remedy for any breach of the provisions of this Agreement and that anyparty may in its sole discretion apply to any court of law or equity ofcompetent jurisdiction (without posting any bond or deposit) for specificperformance and/or other injunctive relief in order to enforce or prevent anyviolations of the provisions of this Agreement.

## (h)           Amendment and Waiver.  The provisions of this Agreement may beamended and waived only with the prior written consent of the Company,Executive and the Investor.

## (i)            Business Days. If any timeperiod for giving notice or taking action hereunder expires on a day which is aSaturday, Sunday or legal holiday in the state in which the Company’s chiefexecutive office is located, the time period shall be automatically extended tothe business day immediately following such Saturday, Sunday or holiday.

## (j)            Other Matters.  This Agreement is designed to provideincentive to Executive as an employee of the Company and/or one or more of itsSubsidiaries.  This Agreement is acompensatory 

##  

## 11

## 

## benefit planwithin the meaning of the 1933 Act, and the issuance of Common Stock hereunderis intended to qualify for the exemption from registration under Rule 701 ofthe 1933 Act.

##  

*    *   *    *    *

 

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IN WITNESS WHEREOF, theparties hereto have executed this Restricted Stock Agreement on the date firstwritten above.
|   | WII HOLDING, INC. |
|--------|-------------------|
|   |              |   |
|   | By:               |   |
|   | Its:              |   |
|   |              |
|   |              |
|   |              |
|   | Dale Herbst       |

 

 
| Agreed and Accepted:         |            |
|------------------------------|-----------------|
|                         |            |
| OLYMPUS GROWTH FUND IV, L.P. |            |
|                         |            |   |
| By:                          | OGP IV, LLC     |   |
| Its:                         | General Partner |   |
|                         |            |   |
| By:                          |            |   |
| Name:                        |            |   |
| Its:                         |            |   |

 

 

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**CONSENT**

I, the undersigned spouseof Dale Herbst (“Executive”), hereby acknowledge that I have read eachof the Restricted Stock Agreement, dated as of August     ,2007, between WII Holding, Inc. (the “Company”) and Executive and eachof the Employment Agreement among the Company, WII Components, Inc. (assuccessor-in-in-interest to WII Merger Corporation) and Executive, the StockPurchase Agreement among the Company, Executive and certain other partiesthereto, and the Stockholders Agreement among the Company, Executive andcertain other parties thereto, each dated as of January 9, 2007 (collectively,the “Agreements”), and that I understand the contents of theAgreements.  I am aware that theAgreements provide for the repurchase of my spouse’s shares of capital stock ofthe Company under certain circumstances and imposes other restrictions on thetransfer of such capital stock. I agree that my spouse’s interest in thecapital stock of the Company is subject to the Agreements and any interest Imay have in such capital stock shall be irrevocably bound by the Agreements andfurther that my community property interest, if any, shall be similarly boundby the Agreements.

I am aware that thelegal, financial and other matters contained in the Agreements are complex andI am free to seek advice with respect thereto from independent counsel. I haveeither sought such advice or determined after carefully reviewing theAgreements that I will waive such right.
| Date:   | ,      |   |   |
|---------|--------|--------|--------|
|    |   |   | Name   |
|    |   |   |   |
|    |   |   |
| Witness |   |   |   |

 

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ANNEXA

                                    ,          

**ELECTION TO INCLUDE STOCKIN GROSSINCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE**

The undersigned purchasedshares of Common Stock, par value $0.01 per share (the “Shares”), of WIIHolding, Inc., a Delaware corporation (the “Company”) on **[                         ]**, [         ].Under certain circumstances, the Company has the right to repurchase the Sharesat cost from the undersigned (or from the holder of the Shares, if differentfrom the undersigned) should the undersigned cease to be employed by theCompany and its subsidiaries. Hence, the Shares are subject to a substantialrisk of forfeiture and are nontransferable. The undersigned desires to make anelection to have the Shares taxed under the provision of Code §83(b) at thetime the undersigned purchased the Shares.

Therefore, pursuant toCode §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersignedhereby makes an election with respect to the Shares (described below), toreport as taxable income for calendar year [          ]the excess (if any) of the Shares’ fair market value on **[                      ]**, [        ]overthe purchase price thereof.

The following informationis supplied in accordance with Treasury Regulation §1.83-2(e):

# 1.             The name, address and social security number of theundersigned:

|   |
|--------|
|   |
|   |

Social SecurityNumber:  **[                     ]**

 

# 2.             A description of the property with respect to which theelection is being made: **[            ]**shares of                                Common Stock, par value $0.01 per share.

# 3.             The date on which the property was transferred: **[                       ]**, [         ].The taxable year for which such election is made: calendar [           ].

# 4.             The restrictions to which the property is subject: Ifthe undersigned ceases to be employed by the Company or any of its subsidiariesprior to the end of the Company’s fiscal year ending on or around December 31,[2010], the unvested portion of the Shares shall be subject to repurchase bythe Company at the lower of cost or fair market value.  Twenty-five percent (25%) of the Shares shallbecome vested on the last day of each of the Company’s next four fiscal years,provided that certain performance targets are met.

# 5.             The fair market value on **[                          ]**, [         ]ofthe property with respect: to which the election is being made, determinedwithout regard to any lapse restrictions: $**[         ]**per share of Common Stock.

 

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# 6.             The amount paid for such property: $0.01****per share of Common Stock.  A copy of this election has been furnished tothe Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7).

| Dated: |                                  ,  [         ] |   |   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   | [Executive]                                                                                                                                                                                                                                             |

 

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**APPENDIX A**

**TARGET RETURN RATE**

The Target Return Rateshall be as set forth below:
| **Fiscal year in which the Sale of the Company occurs:** | ** ** | **Target Return Rate:** | ** ** |
|----------------------------------------------------------|------------|-------------------------|------------|
| Fiscal year  ended December 31, 2007                     |       | 150%                    |       |
| Fiscal year  ended December 31, 2008                     |       | 175%                    |       |
| Fiscal year  ended December 31, 2009                     |       | 200%                    |       |
| Fiscal year  ended December 31, 2010                     |       | 225%                    |       |
| Fiscal year  ended December 31, 2011                     |       | 250%                    |       |
| Fiscal year  ended December 31, 2012                     |       | 250%                    |       |
| Fiscal year  ended December 31, 2013                     |       | 250%                    |       |

 

 

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