Exhibit 10.13



 






EXHIBIT 10.12




AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




          EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of July 1, 2002, and
hereby amended and restated in its entirety, as of July 27, 2004 (the “Restatement Date”),
by and between ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (the “Company”),
and MICHAEL CAPORALE, JR., an individual residing in the State of Ohio (the “Executive”).



W I T
N E S S E T H :




          WHEREAS, the Executive and the Company are currently parties to that certain Amended and
Restated Agreement, dated February 5, 2002, by and between the Company and the Executive (the
“Predecessor Agreement”);



          WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of March 16, 2002,
among Associated Materials Holdings Inc. (formerly known as Harvest/AMI Holdings Inc.)
(“Parent”), Simon Acquisition Corp. and the Company (the “Merger Agreement”), the
Company became a wholly-owned subsidiary of Parent upon consummation of the transactions
contemplated by the Merger Agreement;



          WHEREAS, the Executive and the Company, mutually desire to cancel the Predecessor Agreement,
and, in connection therewith, for the Company and the Executive to enter into this Agreement;



          WHEREAS, on March 4, 2004, all of the stock of Parent was exchanged for stock of AMH Holdings,
Inc. (“AMH”) as part of a series of corporate reorganization transactions, and Parent
became a wholly-owned subsidiary of AMH;



          WHEREAS, the Company desires to retain the services and employment of the Executive on behalf
of the Company following the Offer Completion Date, as such term is defined in the Merger
Agreement, and the Executive desires to continue his employment with the Company, upon the terms
and conditions hereinafter set forth;



          WHEREAS, pursuant to Section 12(g) of this Agreement, this Agreement may be amended in writing
by the parties hereto; and



          WHEREAS, the Company and the Executive mutually desire to amend and restate this Agreement as
set forth herein.



          NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for
good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto,
each intending to be legally bound hereby, agree as follows:



 









 





     1. Employment. On the terms and subject to the conditions set forth herein, the
Company hereby employs the Executive as the President and Chief Executive Officer of the Company,
and the Executive accepts such employment, for the Employment Term (as defined in Section 3).
During the Employment Term, the Executive shall serve as the President and Chief Executive Officer
of the Company and shall report solely to the Board of Directors of the Company (the
“Board”), performing such duties as shall be reasonably required of a president and chief
executive officer, and shall have such other powers and perform such other duties as may from time
to time be assigned to him by the Board. The Executive’s principal place of employment hereunder
shall be the Company’s current headquarters in Cuyahoga Falls, Ohio, or at any place of business of
the Company that is within a fifty (50)-mile radius of the Company’s current headquarters (unless
otherwise consented to by the Executive), subject to ordinary travel required by his employment.
Promptly following the commencement of the Employment Term, the Company shall take all action
necessary to appoint the Executive as a director of the Company, and thereafter, for so long as the
Executive remains the President and Chief Executive Officer of the Company, (a) AMH shall vote the
common stock of the Company owned by AMH for the election of the Executive as a director of the
Company, and the Executive agrees to serve as such a director, and (b) while the Executive is a
director of the Company, the Executive shall be a member of any Executive Committee or
substantially similar committee of the Board, if such a committee exists at any time. To the
extent requested by the Board, the Executive shall also serve on any other committees of the Board
and/or as a director, officer or employee of AMH or any other person or entity which, from time to
time, is a direct or indirect subsidiary of AMH (AMH and each such subsidiary, person or entity,
other than the Company, are hereinafter referred to collectively as the “Affiliates,” and
individually as an “Affiliate”). The Executive’s service as a director of the Company or
as a director, officer or employee of any Affiliate shall be without additional compensation.



     2. Performance. The Executive will serve the Company faithfully and to the best of
his ability and will devote his full business time, energy, experience and talents to the business
of the Company and the Affiliates; provided, however, that it shall not be a violation of this
Agreement for the Executive to manage his personal investments and business affairs, or to engage
in or serve such civic, community, charitable, educational, or religious organizations as he may
reasonably select so long as such service does not interfere with the Executive’s performance of
his duties hereunder.



     3. Employment Term. Subject to earlier termination pursuant to Section 6, the
Executive’s term of employment hereunder shall begin on the Offer Completion Date (hereinafter
referred to as the “Commencement Date”) and continue through the date which is three (3)
years following the Commencement Date; provided, however, that beginning on the first anniversary
of the Commencement Date, and on each subsequent anniversary of the Commencement Date, such term
shall be automatically extended by an additional one (1) year beyond the end of the then-current
term, unless, at least thirty (30) days before such first anniversary of the Commencement Date, or
thirty (30) days before any such subsequent anniversary of the Commencement Date, the Company gives
written notice to the Executive that the Company does not desire to extend the term of this
Agreement, in which case, the term of employment hereunder shall terminate as of the third
anniversary of the Commencement Date or the end of the then-current term, as applicable (the term
of employment hereunder, including any



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extensions, in accordance with this Section 3, shall be referred to herein as the
“Employment Term”).




     4. Compensation and Benefits.



          (a) Salary. As compensation for his services hereunder and in consideration of the
Executive’s other agreements hereunder, during the Employment Term, the Company shall pay the
Executive a base salary, payable in equal installments in accordance with the Company’s payroll
procedures, at an annual rate of Six Hundred Thousand Dollars ($600,000), subject to annual review
by the Board, which may increase, but not decrease, the Executive’s base salary.



          (b) Annual Incentive Bonus; Stock Options. (1) The Executive shall be entitled to
participate in an annual incentive bonus arrangement established by the Company on terms and
conditions substantially as set forth in Exhibit A hereto. The Executive shall not be
entitled to participate in any other annual cash bonus plan, program or arrangement with respect to
any period to which the annual incentive bonus arrangement described in the immediately preceding
sentence applies.




          (2) The Executive shall also be entitled to participate in the stock option plan
established by Parent or AMH.



          (c) Retirement, Medical, Dental and Other Benefits. During the Employment Term, the
Executive shall, in accordance with the terms and conditions of the applicable plan documents and
all applicable laws, be eligible to participate in the various retirement, medical, dental and
other employee benefit plans made available by the Company, from time to time, for its executives.



          (d) Vacation; Sick Leave. During the Employment Term, the Executive shall be entitled
to not less than four (4) weeks of vacation during each calendar year and sick leave in accordance
with the Company’s policies and practices with respect to its executives.



          (e) Business Expenses. (1) The Company shall reimburse or advance payment to the
Executive for all reasonable expenses actually incurred by him in connection with the performance
of his duties hereunder in accordance with policies established by the Company from time to time
and subject to receipt by the Company of appropriate documentation.




          (2) During the Employment Term, the Executive shall be paid an automobile allowance in
the amount of $1,000 per month and such additional amount as necessary to reimburse the
Executive for the use and maintenance of such automobile in the performance of his duties on
behalf of the Company, in accordance with Company policies and upon receipt by the Company
of such appropriate documentation as it may require. Such allowance shall be paid by the
Company to the Executive on the last business day of each month or otherwise in accordance
with Company policy.




          (3) During the Employment Term, the Company shall reimburse the Executive for monthly
dues for one country-club membership and business-related expenses in connection with such
country club membership in accordance with policies established



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by the Company from time to time and upon receipt by the Company of appropriate
documentation.



     5. Covenants of the Executive. The Executive acknowledges that in the course of his
employment with the Company he has and will become familiar with the Company’s and the Affiliates’
trade secrets and with other confidential information concerning the Company and the Affiliates,
and that his services are of special, unique and extraordinary value to the Company and the
Affiliates. Therefore, the Company and the Executive mutually agree that it is in the interest of
both parties for the Executive to enter into the restrictive covenants set forth in this Section 5
and that such restrictions and covenants are reasonable given the nature of the Executive’s duties
and the nature of the Company’s business.



          (a) Noncompetition. During the Employment Term and for the Restricted Period (as
hereinafter defined) following termination of the Employment Term, the Executive shall not, within
any jurisdiction or marketing area in which the Company or any Affiliate is doing or is qualified
to do business, directly or indirectly, own, manage, operate, control, be employed by or
participate in the ownership, management, operation or control of, or be connected in any manner
with, any Business (as hereinafter defined), provided that the Executive’s ownership of securities
of two percent (2%) or less of any class of securities of a public company shall not, by itself, be
considered to be competition with the Company or any Affiliate. For purposes of this Agreement,
“Business” shall mean the manufacturing, production, distribution or sale of exterior
residential building products, including, without limitation, vinyl siding, windows, fencing,
decking, railings and garage doors, or any other business of a type and character engaged in by the
Company or an Affiliate during the Employment Term. For purposes of this Agreement, the
“Restricted Period” shall be (1) in the case of termination of the Executive’s employment
as a result of termination by the Company for Cause (as defined in Section 6 or Section 8(e)(i)) or
the Executive’s resignation without Good Reason (as defined in Section 7(b)) or the Executive’s
resignation during the Post-Change Period (as defined in Section 8(e)(iv)) other than in accordance
with Section 8(b), the remaining Employment Term; and (2) in the case of termination of employment
under any other circumstances, the two (2) year period with respect to which the Executive receives
cash severance payments, whether paid in installments or a lump-sum.



          (b) Nonsolicitation. During the Employment Term and for the Restricted Period
following termination of the Employment Term, the Executive shall not, directly or indirectly, (i)
employ any individual who is or was an employee of the Company or any Affiliate during the
Employment Term and who is or was granted options to purchase stock of an Affiliate or the Company
or who is or was a party to an employment or severance agreement with the Company; (ii) solicit for
employment or otherwise contract for the services of any individual who is or was an employee of
the Company or any Affiliate during the Employment Term; (iii) otherwise induce or attempt to
induce any employee of the Company or an Affiliate to leave the employ of the Company or such
Affiliate, or in any way knowingly interfere with the relationship between the Company or any
Affiliate and any employee respectively thereof; or (iv) induce or attempt to induce any customer,
supplier, licensee or other business relation of the Company or any Affiliate to cease doing
business with the Company or such Affiliate.



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          (c) Nondisclosure; Inventions. For the Employment Term and thereafter, (i) the
Executive shall not divulge, transmit or otherwise disclose (except as legally compelled by court
order, and then only to the extent required, after prompt notice to the Board of any such order),
directly or indirectly, other than in the regular and proper course of business of the Company and
the Affiliates, any customer lists, trade secrets or other confidential knowledge or information
with respect to the operations or finances of the Company or any Affiliates or with respect to
confidential or secret processes, services, techniques, customers or plans with respect to the
Company or the Affiliates (all of the foregoing collectively hereinafter referred to as,
“Confidential Information”), and (ii) the Executive will not use, directly or indirectly,
any Confidential Information for the benefit of anyone other than the Company and the Affiliates;
provided, however, that the Executive has no obligation, express or implied, to refrain from using
or disclosing to others any such knowledge or information which is or hereafter shall become
available to the general public other than through disclosure by the Executive. All Confidential
Information, new processes, techniques, know-how, methods, inventions, plans, products, patents and
devices developed, made or invented by the Executive, alone or with others, while an employee of
the Company which are related to the business of the Company and the Affiliates shall be and become
the sole property of the Company, unless released in writing by the Board, and the Executive hereby
assigns any and all rights therein or thereto to the Company.



          (d) Nondisparagement. During the Employment Term and thereafter, the Executive shall
not take any action to disparage or criticize the Company or any Affiliate or their respective
employees, directors, owners or customers or to engage in any other action that injures or hinders
the business relationships of the Company or any Affiliate. Nothing contained in this Section 5(d)
shall preclude the Executive from enforcing his rights under this Agreement.



          (e) Return of Company Property. All Confidential Information, files, records,
correspondence, memoranda, notes or other documents (including, without limitation, those in
computer-readable form) or property relating or belonging to the Company or an Affiliate, whether
prepared by the Executive or otherwise coming into his possession in the course of the performance
of his services under this Agreement, shall be the exclusive property of the Company and shall be
delivered to the Company, and not retained by the Executive (including, without limitations, any
copies thereof), promptly upon request by the Company and, in any event, promptly upon termination
of the Employment Term.



          (f) Enforcement. The Executive acknowledges that a breach of his covenants contained
in this Section 5 may cause irreparable damage to the Company and the Affiliates, the exact amount
of which would be difficult to ascertain, and that the remedies at law for any such breach or
threatened breach would be inadequate. Accordingly, the Executive agrees that if he breaches or
threatens to breach any of the covenants contained in this Section 5, in addition to any other
remedy which may be available at law or in equity, the Company and the Affiliates shall be entitled
to specific performance and injunctive relief to prevent the breach or any threatened breach
thereof without bond or other security or a showing that monetary damages will not provide an
adequate remedy.



          (g) Scope of Covenants. The Company and the Executive further acknowledge that the
time, scope, geographic area and other provisions of this Section 5 have been specifically
negotiated by sophisticated commercial parties and agree that all such provisions are reasonable



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under the circumstances of the activities contemplated by this Agreement. In the event that
the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of their extending for too great a period of time or over too great a
geographical area or by reason of their being too extensive in any other respect, they shall be
interpreted to extend only over the maximum period of time for which they may be enforceable and/or
over the maximum geographical area as to which they may be enforceable and/or to the maximum extent
in all other respects as to which they may be enforceable, all as determined by such court in such
action.




     6. Termination. The employment of the Executive hereunder shall automatically
terminate at the end of the Employment Term. The employment of the Executive hereunder and the
Employment Term may also be terminated at any time by the Company with or without Cause. For
purposes of this Agreement, except as otherwise provided in Section 8, “Cause” shall mean:
(i) embezzlement, theft or misappropriation by the Executive of any material property of the
Company or an Affiliate; (ii) any material breach by the Executive of the Executive’s covenants
under Section 5; (iii) any breach by the Executive of any other material provision of this
Agreement which breach is not cured, to the extent susceptible to cure, within thirty (30) days
after the Company has given written notice to the Executive describing such breach; (iv) willful
failure by the Executive to perform the duties of his employment hereunder which continues for a
period of fourteen (14) days following written notice thereof by the Company to the Executive; (v)
the conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal offense that
is a felony or involves fraud, or any other criminal offense punishable by imprisonment of at least
one year or materially injurious to the business or reputation of the Company involving theft,
dishonesty, misrepresentation or moral turpitude; (vi) gross negligence or willful misconduct on
the part of the Executive in the performance of his material duties as an employee, officer or
director of the Company or an Affiliate; (vii) the Executive’s commission of intentional, wrongful
material damage to material property of the Company or an Affiliate; (viii) any chemical dependence
of the Executive which materially adversely affects the performance of his duties and
responsibilities to the Company or an Affiliate (excluding any legal drug prescribed for the
Executive by a physician not resulting in or related to Disability of the Executive); or (ix) the
Executive’s violation of the Company’s or an Affiliate’s code of ethics, code of business conduct
or similar policies applicable to the Executive, including but not limited to, the Company’s Code
of Ethics for the Chief Executive Officer and the Senior Financial Officers. The existence or
non-existence of Cause shall be determined in good faith by the Board pursuant to a vote of at
least two-thirds of the members of the Board (other than the Executive). The employment of the
Executive may also be terminated at any time by the Executive by notice of resignation delivered to
the Company not less than ninety (90) days prior to the effective date of such resignation.



     7. Severance. (a) Except as otherwise provided in Section 8, if the Executive’s
employment hereunder is terminated during the Employment Term (1) by the Company other than for
Cause or due to Disability, death or expiration of the Employment Term following notice by the
Company not to extend the Employment Term in accordance with Section 3, or (2) by the Executive for
Good Reason, the Executive shall be entitled to receive as severance: (i) an amount equal to
$1,000,000 per year for two (2) years (payable, at the Company’s option, in a lump-sum or in equal
installments in accordance with the Company’s payroll procedures during the two-year period
following the date of the Executive’s termination) (such two-year period, the



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“Severance Period”); (ii) continued medical and dental benefits described in Section
4(c) for the Severance Period, at the same rate of employee and Company shared costs of such
coverage as in effect from time to time for active employees of the Company, and (iii) a pro rata
portion (based on the number of days the Executive was employed by the Company during the calendar
year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b)(1)
for the year of termination of the Executive’s employment, payable no earlier than the date on
which such bonus, if any, would have been paid under the applicable plan or policy of the Company
absent such termination of employment. With respect to any such continued medical and dental
benefits described in clause (ii) of the immediately preceding sentence for which the Executive is
eligible, (I) if the Company cannot continue such benefits, the Company shall pay the Executive for
the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive
becomes eligible for similar benefits from a successor employer (and the Executive’s eligibility
for any such benefits shall be reported by the Executive to the Company); and (III) the Executive’s
period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of
1986, as amended (“COBRA”), shall be deemed to commence on the date of the Executive’s
termination of employment.





          (b) For purposes of this Agreement:




          (1) “Good Reason” shall mean the occurrence, without the Executive’s consent,
of any of the following events: (i) a reduction in the Executive’s rate of base salary
stated in Section 4(a); (ii) an action by the Company to materially change the terms and
conditions of the Executive’s annual incentive bonus in a manner which disproportionately
adversely affects the Executive in relation to other employees of the Company or any
Affiliate who at such time are or may be entitled to an annual incentive bonus from the
Company or such Affiliate (for the avoidance of doubt, changes in the value or performance
of the Company or an Affiliate that have the effect of reducing such bonus in accordance
with the terms of the bonus arrangement shall not be deemed to constitute Good Reason
pursuant to this clause (ii) of Section 7(b)(1)); (iii) an action by the Company resulting
in a material adverse change in the Executive’s reporting responsibilities or a material
diminution in the Executive’s duties or direct reports; (iv) the reassignment by the Company
of the Executive to a principal place of employment outside a fifty (50)-mile radius of the
Company’s current headquarters located in Cuyahoga Falls, Ohio (other than ordinary travel
requirements); (v) the failure of the Executive to be elected or re-elected to the Board as
contemplated by Section 1; or (vi) a material breach of any material provision of this
Agreement by the Company (which is not in connection with the termination of the Executive’s
employment for Cause or due to the Executive’s Disability); provided, however, that the
occurrence of any event described in clause (iii) or (iv) of this Section 7(b)(1) may only
constitute Good Reason if the relevant circumstances or conditions are not remedied by the
Company within thirty (30) days after receipt by the Company of written notice thereof from
the Executive.




          (2) “Disability” shall mean “total disability” within the meaning of, and
pursuant to which the Executive has commenced the receipt of benefits under, the Company’s
long-term disability plan applicable to the Executive, or, in the absence thereof, an
inability to perform duties and services as an employee of the Company by reason of a
medically determinable physical or mental impairment, supported by medical evidence,



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which can be expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than six (6) months, as determined by the Board in its
good faith discretion.



     8. Change in Control. This Section 8 will be binding upon the Restatement Date, but
notwithstanding anything in this Agreement to the contrary, this Section 8 will not be operative
unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any
time during the Employment Term, this Section 8 shall become immediately operative without further
action; provided, however, that if, prior to a Change in Control, the Executive ceases for any
reason to be an employee of the Company and any Affiliate, the effectiveness of this Section 8 will
immediately terminate without further action and be of no further effect. Certain capitalized
terms used in this Section 8 are defined for purposes of this Section 8 in Section 8(e).



          (a) Termination Following a Change in Control. In the event of a Change in Control,
if the Executive’s employment is terminated by the Company or an Affiliate during the Post-Change
Period, the Executive shall be entitled to the benefits provided by Section 8(c) unless such
termination is the result of the occurrence of one or more of the following events:




	 	(i)  	The Executive’s death;
	 
	 	(ii)  	If the Executive becomes permanently disabled
within the meaning of, and begins actually to receive disability
benefits under, the long-term disability plan applicable to the
Executive immediately prior to the Change in Control; or
	 
	 	(iii)  	Cause (as defined in Section 8(e)(i)).






If, during the Post-Change Period, the Executive’s employment is terminated by the Company
or an Affiliate other than as described in clause (i), (ii) or (iii) of this Section 8(a),
the Executive will be entitled to the benefits provided by Section 8(c).



          (b) Termination by Executive. In the event of a Change in Control, the Executive may
terminate employment with the Company during the Post-Change Period with the right to severance
compensation as provided in Section 8(c) upon the occurrence of one or more of the following events
(regardless of whether any other reason, other than death, permanent disability or Cause, for such
termination has occurred, including other employment):




	 	(i)  	the failure to maintain the Executive in the position, or a
substantially equivalent or superior position, with the Company and/or with a
direct or indirect parent company of the Company that the Executive held
immediately prior to the Change in Control, which is not remedied by the
Company within 10 calendar days after receipt by the Company of notice from the
Executive of such failure;
	 
	 	(ii)  	(A) a reduction in the Executive’s base salary pursuant to
Section 4(a) hereof or (B) the termination or significant reduction in the
aggregate of the Executive’s right to participate in employee benefit plans or
programs of the Company as in effect prior to the Change in Control (other than




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Incentive Pay (as hereinafter defined) or any other bonus, incentive or
stock or equity-based compensation or benefits), in either case which is not
remedied by the Company within 10 calendar days after receipt by the Company
of notice from the Executive of such reduction or termination;




	 	(iii)  	a reduction or elimination of the Executive’s opportunity to
earn Incentive Pay pursuant to any plan or program in effect immediately prior
to the Change in Control which is not remedied by the Company within 10
calendar days after receipt by the Company of notice from the Executive of such
reduction or elimination (for the avoidance of doubt, changes in the value or
performance of the Company or an Affiliate or successor of either following the
Change in Control shall not be considered a reduction or elimination of the
Executive’s opportunity to earn Incentive Pay); or
	 
	 	(iv)  	the Company requires the Executive to have his principal place
of work changed to any location that is more than 35 miles from the location
thereof immediately prior to the Change in Control, without his prior written
consent.





          (c) Change in Control Severance. If, following the occurrence of a Change in Control,
the Company or an Affiliate terminates the Executive’s employment during the Post-Change Period
other than as described in clause (i), (ii) or (iii) of Section 8(a), or if the Executive
terminates his employment pursuant to Section 8(b), the Executive shall not be entitled to the
severance compensation described in Section 7, and the Company will (i) pay or cause to be paid to
the Executive the amounts described in Sections 8(c)(1), 8(c)(2), 8(c)(3), 8(c)(6) and 8(c)(7)
within five business days after the Termination Date; (ii) pay or cause to be paid to the Executive
the amount described in Section 8(c)(4), such amount to be payable no earlier than the date on
which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the
Company absent such termination of employment; and (iii) provide the Executive the benefits
described in Section 8(c)(5) for the period described therein.




	 	(1)  	A lump sum payment in an amount equal to all Base Pay and
Incentive Pay (other than for the calendar year of such termination of
employment) owed to the Executive for periods on or prior to the Termination
Date.






	 	(2)  	A lump sum payment in an amount equal to two times the
Executive’s base salary pursuant to Section 4(a) (at the rate in effect
immediately prior to the Termination Date).
	 
	 	(3)  	A lump sum payment equal to two times Incentive Pay (in an
amount equal to the highest amount of Incentive Pay earned by the Executive in
any calendar year during the three calendar years immediately preceding the
calendar year in which the Change in Control occurred).
	 
	 	(4)  	In the event that the Termination Date occurs after June 30 in
any calendar year, a lump sum payment equal to one times Incentive Pay for such
calendar year, multiplied by a fraction, the numerator of which is the number
of days between (and including) January 1 of the calendar year in




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which the Termination Date occurs and the Termination Date, and the
denominator of which is 365.




	 	(5)  	For a period of 24 months following the Termination Date (the
“Continuation Period”), the Company will provide the Executive with
medical, dental and life insurance benefits consistent with the terms in effect
for such benefits for active employees of the Company during the Continuation
Period. If and to the extent that any benefit described in this Section
8(c)(5) is not or cannot be paid or provided under any Company plan or program,
then the Company will pay or provide for the payment to the Executive, his
dependants and beneficiaries, of such employee benefits. Without otherwise
limiting the purposes of Section 8(d), employee benefits otherwise receivable
by the Executive pursuant to this Section 8(c)(5) will be reduced to the extent
comparable welfare benefits are actually received by the Executive from another
employer during the Continuation Period following the Executive’s Termination
Date, and any such benefits actually received by the Executive shall be
reported by the Executive to the Company.
	 
	 	(6)  	The Company will pay to the Executive the cost of employee
outplacement services for the Executive in the amount of $30,000.
	 
	 	(7)  	The Company will pay the Executive a two-year automobile
allowance in the amount provided to the Executive immediately prior to the
Termination Date.





          (d) No Mitigation Obligation; Effect on Other Rights The payment of the severance
compensation by the Company to the Executive in accordance with the terms of this Section 8 is
hereby acknowledged by the Company to be reasonable, and the Executive will not be required to
mitigate the amount of any payment provided for in this Section 8 by seeking other employment or
otherwise, except as expressly provided in the last sentence of Section 8(c)(5). This Section 8
will not affect any rights (other than any rights to severance, termination, retention or similar
compensation or benefits) that the Executive may have pursuant to any agreement, plan or policy of
the Company or a Subsidiary providing employee benefits, which rights shall be governed by the
terms thereof.



          (e) Certain Defined Terms. The following terms have the following meanings when used
in this Section 8:




	 	(i)  	“Cause” means that, prior to any termination pursuant
to Section 8(b), the Executive shall have:






	 	(1)  	been convicted of a criminal violation
involving fraud, embezzlement or theft;
	 
	 	(2)  	committed intentional wrongful damage to
property of the Company or any Affiliate; or




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	 	(3)  	committed intentional wrongful disclosure of
confidential information of the Company or any Affiliate.





Nothing herein will limit the right of the Executive or his
beneficiaries to contest the validity of any determination by the
Company to terminate the Executive for Cause.




	 	(ii)  	“Change in Control” means (A) a stock sale, merger,
consolidation, combination, reorganization or other transaction involving the
Company resulting in less than fifty percent (50%) of the combined voting power
of the surviving or resulting entity being owned by the shareholders of the
Company immediately prior to such transaction; (B) a stock sale, merger,
consolidation, combination, reorganization or other transaction involving AMH
or Parent resulting in less than fifty percent (50%) of the combined voting
power of the surviving or resulting entity being owned by the shareholders of
AMH or Parent, as applicable, immediately prior to such transaction or (C) the
liquidation or dissolution of the Company, AMH or Parent or the sale or other
disposition of all or substantially all of the assets or business of the
Company, AMH or Parent (other than, in the case of either clause (A), (B) or
(C) above, in connection with any employee benefit plan of the Company or an
Affiliate).
	 
	 	(iii)  	“Incentive Pay” means an annual cash bonus or annual
cash incentive compensation, in addition to base salary, made or to be made in
regard to services rendered in any year or other period pursuant to any bonus,
incentive, profit-sharing, performance, discretionary pay or similar agreement,
policy, plan, program or arrangement (whether or not funded) of the Company or
an Affiliate, or any successor thereto; provided that the Incentive Pay
shall not include any stock options or other stock-based compensation or any
special management bonuses paid in connection with the debt offering or
recapitalization of AMH and/or another Affiliate during calendar year 2004.
For the avoidance of doubt, as of the date hereof, Incentive Pay shall mean the
annual incentive bonus arrangement described in Section 4(b).
	 
	 	(iv)  	“Post-Change Period” means the period of time
commencing on the date of the first occurrence of a Change in Control and
continuing until the second anniversary of the occurrence of such Change in
Control.
	 
	 	(v)  	“Termination Date” means the date on which the
Executive’s employment with the Company or an Affiliate is terminated.





     9. Termination of Compensation and Benefits; Execution of Release; Coordination of
Provisions. If the Executive’s employment terminates otherwise than in a termination entitling
him to severance pay and benefits pursuant to Section 7 or Section 8, the Executive shall not be
entitled to any severance, termination pay or similar compensation or benefits, provided that the
Executive shall be entitled to any benefits then due or accrued in accordance with the applicable



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employee benefit plans of the Company or applicable law, including COBRA. As a condition of
receiving any severance compensation for which the Executive otherwise qualifies under Section 7 or
Section 8, the Executive agrees to execute a general release of the Company and the Affiliates and
their respective officers, directors and employees from any and all claims, obligations and
liabilities of any kind whatsoever arising from or in connection with the Executive’s employment or
termination of employment with the Company or this Agreement (including, without limitation, civil
rights claims), in such form as is reasonably requested by the Company. Any severance compensation
and benefits to which the Executive may be entitled under Section 8 shall be in lieu of any
severance compensation or benefits to which the Executive may be entitled under Section 7. The
Executive acknowledges and agrees that, except as specifically described in Section 7 or Section 8,
all of the Executive’s rights to any compensation, benefits (other than base salary earned through
the date of termination of employment and any benefits due or accrued prior to termination of
employment in accordance with the applicable employee benefit plans of the Company or applicable
law), bonuses or severance from the Company or any Affiliate after termination of the Employment
Term shall cease upon such termination. In the event of any termination of the Executive’s
employment, the Executive shall have no duty to mitigate the amount of any severance to which he
may be entitled pursuant to Section 7(a) by seeking other employment or otherwise, and any
severance to which the Executive is entitled pursuant to Section 7(a) shall be determined without
regard to whether the Executive obtains any other employment (subject to clause (II) of the second
sentence of Section 7(a), relating to discontinuation of Company medical and dental benefits, and
the Executive’s obligations under Section 5).




     10. Limitation on Payments and Benefits. Notwithstanding any provision of this
Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement to
an extent or in a manner that would result in payments or benefits (or other compensation) not
being fully deductible by the Company or an Affiliate for federal income tax purposes because of
Section 280G of the Code (the “Code”), or any successor provision thereto (or that would
result in the Executive being subject to the excise tax imposed by Section 4999 of the Code, or any
successor provision thereto). The determination of whether any such payments or benefits to be
provided under this Agreement or otherwise would not be so deductible (or whether the Executive
would be subject to such excise tax) shall be made at the expense of the Company, if requested by
either the Executive or the Company, by a firm of independent accountants or a law firm selected by
the Company and reasonably acceptable to the Executive. In the event that any payment or benefit
intended to be provided under this Agreement or otherwise would constitute a “parachute payment,”
as defined in Section 280G of the Code, the Executive shall be entitled to designate the payments
and/or benefits to be reduced or modified so that the Company or an Affiliate is not denied any
federal income tax deductions for any such parachute payment because of Section 280G of the Code
(or so that the Executive is not subject to the excise tax imposed by Section 4999 of the Code).
The Company shall provide the Executive with all information reasonably requested by the Executive
to permit the Executive to make such designation. In the event that the Executive fails to make
such designation within 10 business days of the Termination Date, the Company may effect such
reduction in any manner it deems appropriate.



     11. Notice. Any notices required or permitted hereunder shall be in writing and shall
be deemed to have been given when personally delivered or when mailed, certified or registered



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mail, or sent by reputable overnight courier, postage prepaid, to the addresses set forth as
follows:




	 	 	 
	If to the Company:

	 	Associated Materials Incorporated
	

	 	3773 State Road
	

	 	Cuyahoga Falls, Ohio 44223
	 
	 	 
	With copies to:

	 	Harvest Partners, Inc.
	

	 	280 Park Avenue, 33rd Floor
	

	 	New York, New York 10017
	

	 	Attention: Ira D. Kleinman
	 
	 	 
	and
	 	 
	 
	 	 
	

	 	White & Case LLP
	

	 	1155 Avenue of the Americas
	

	 	New York, New York 10036
	

	 	Attention: Oliver C. Brahmst, Esq.
	 
	 	 
	If to the Executive:

	 	Michael Caporale, Jr.
	

	 	3668 Shetland Trail
	

	 	Richfield, Ohio 44286
	 
	 	 
	With copies to:

	 	Day, Berry & Howard LLP
	

	 	One Canterbury Green
	

	 	Stamford, CT 06901
	

	 	Attention: Sabino Rodriguez III, Esq.






or to such other address as shall be furnished in writing by either party to the other party;
provided that such notice or change in address shall be effective only when actually received by
the other party.




     12. General.



          (a) Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York applicable to contracts executed
and to be performed entirely within said State.



          (b) Construction and Severability. If any provision of this Agreement shall be held
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or impaired, and the
parties undertake to implement all efforts which are necessary, desirable and sufficient to amend,
supplement or substitute all and any such invalid, illegal or unenforceable provisions with
enforceable and valid provisions which would produce as nearly as may be possible the result
previously intended by the parties without renegotiation of any material terms and conditions
stipulated herein.



          (c) Assignability. The Executive may not assign his interest in or delegate his
duties under this Agreement. This Agreement is for the employment of the Executive,



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personally, and the services to be rendered by him under this Agreement must be rendered by
him and no other person. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the Company and its successors and assigns. Without limiting the foregoing and
notwithstanding anything else in this Agreement to the contrary, the Company may assign this
Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary of the Company
or any person, firm or corporation resulting from the reorganization of the Company or succeeding
to the business or assets of the Company by purchase, merger, consolidation or otherwise.




          (d) Warranty by the Executive. The Executive represents and warrants to the Company
that the Executive is not subject to any contract, agreement, judgment, order or decree of any
kind, or any restrictive agreement of any character, that restricts the Executive’s ability to
perform his obligations under this Agreement or that would be breached by the Executive upon his
performance of his duties pursuant to this Agreement.



          (e) Compliance with Rules and Policies. The Executive shall perform all services in
accordance with the lawful policies, procedures and rules established by the Company and the Board.
In addition, the Executive shall comply with all laws, rules and regulations that are generally
applicable to the Company or its subsidiaries and their respective employees, directors and
officers.



          (f) Withholding Taxes. All amounts payable hereunder shall be subject to the
withholding of all applicable taxes and deductions required by any applicable law.



          (g) Entire Agreement; Modification. This Agreement, together with the Indemnification
Agreement between the Company and the Executive, dated August 25, 2000, and any other written
agreements between the Company or Parent and the Executive expressly contemplated by this
Agreement, constitute the entire agreement of the parties hereto with respect to the subject matter
hereof, supersedes all prior agreements and undertakings, both written and oral, and may not be
modified or amended in any way except in writing by the parties hereto. To the extent that any
provision of this Agreement conflicts with a provision of any other written agreement between the
Company or Parent and the Executive (without regard to when such other agreement was executed), the
provisions of this Agreement shall govern. As of the date hereof, the Predecessor Agreement shall
be cancelled and be of no further force or effect, without the payment of any additional
consideration by or to either of the parties thereto.



          (h) Duration. Notwithstanding the Employment Term hereunder, this Agreement shall
continue for so long as any obligations remain under this Agreement.



          (i) Survival. The covenants set forth in Section 5 and the parties’ respective rights
and obligations under Section 8 shall survive and shall continue to be binding upon the Executive
and the Company as the case may be, notwithstanding the termination or expiration of this Agreement
or the termination of the Executive’s employment following a Change in Control for any reason
whatsoever.



          (j) Waiver. No waiver by either party hereto of any of the requirements imposed by
this Agreement on, or any breach of any condition or provision of this Agreement to be



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performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement,
provision or condition of this Agreement at the same or any prior or subsequent time. Any such
waiver shall be express and in writing, and there shall be no waiver by conduct. Pursuit by either
party of any available remedy, either in law or equity, or any action of any kind, does not
constitute waiver of any other remedy or action. Such remedies are cumulative and not exclusive.




          (k) Counterparts. This Agreement may be executed in two or more counterparts, all of
which taken together shall constitute one instrument.



          (l) Section References. The words Section and paragraph herein shall refer to
provisions of this Agreement unless expressly indicated otherwise.



          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed
this Agreement as of the day and year first written above.



	 	 	 	 	 
	 	 	ASSOCIATED MATERIALS INCORPORATED
	 
	 	 	 	 
	Date: July 28, 2004

	 	By:
	 	/s/ D. Keith LaVanway
	

	 	 	 	 
	

	 	 	 	Name: D. Keith LaVanway
	

	 	 	 	Title: Vice President-Chief Financial Officer
	

	 	 	 	               and Secretary
	 
	 	 	 	 
	

	 	 	 	MICHAEL CAPORALE, JR.
	 
	 	 	 	 
	Date: July 28, 2004

	 	 	 	/s/ Michael Caporale, Jr.
	

	 	 	 	 






For the sole and limited purpose of evidencing its agreement with and consent to the matters stated
in clause (a) of the fourth sentence of Section 1 and in Section 4(b)(2) of this Agreement:



	 	 	 	 	 
	 	 	AMH HOLDINGS, INC.
	 
	 	 	 	 
	Date: July 28, 2004

	 	By:
	 	/s/ Ira D. Kleinman
	

	 	 	 	 
	

	 	 	 	Name: Ira D. Kleinman
	

	 	 	 	Title: Chairman of the Board






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Exhibit A




Annual Incentive Bonus




     The Executive’s annual incentive bonus for each calendar year during the Employment Term,
beginning with calendar year 2004, shall be a percentage of the Executive’s base salary based upon
the year over year growth in EBITDA stated as a percentage change in EBITDA (the “Growth
Rate”) as follows:



	 	 	 	 	 
	Growth Rate Hurdles	 	Percentage of Base Salary
	Less than 5.00%

	 	Zero

	 
	5.00%

	 	 	20.00	%
	 
	10.00%

	 	 	100.00	%
	 
	15.00% or greater

	 	 	200.00	%






          If the actual Growth Rate for a particular calendar year is between two Growth Rate Hurdles,
the applicable percentage of base salary shall be determined by linear interpolation based on the
difference between such Growth Rate Hurdles. Notwithstanding the foregoing, if the actual Growth
Rate is less than 5.00% the bonus shall be zero, and if the actual Growth Rate is equal to or
greater than 15.00% the bonus shall be 200.00% of base salary. For purposes of the Executive’s
annual incentive bonus and the computation thereof:




	1.  	Base salary shall mean the annual rate of base salary in effect under the Employment
Agreement as of April 1 of the calendar year to which the bonus relates.
	 
	2.  	EBITDA shall mean the consolidated net income of AMH, adjusted to exclude deduction of
interest expense (net of interest income), income taxes, depreciation and amortization and the
Harvest Fee pursuant to the Management Agreement, dated as of April 19, 2002, between Harvest
Partners, Inc. and Associated Materials Incorporated, as amended from time to time, and to
exclude gain or loss from sale of capital assets, and including deduction of all bonuses paid
or accrued with respect to the Executive and all other officers and employees of AMH and its
subsidiaries (including, without limitation, the Executive’s bonus hereunder), for the
relevant calendar year, calculated otherwise in accordance with generally accepted accounting
principles, subject to any adjustments made in good faith by the Board. EBITDA shall be
determined by the Company’s management, subject to audit or review by AMH’s external
accountants and approval, in good faith, by the Board. EBITDA shall exclude, without
duplication, any transaction- or merger-related costs which are expensed rather than
capitalized; any revenue, expense, gain or loss from operations divested during the relevant
calendar year; the effect of inventory write-ups made due to purchase accounting; any special
management bonuses paid in connection with the debt offering or recapitalization of AMH and/or
another Affiliate during calendar year 2004; and any other non-recurring, extraordinary items
subject to approval, in good faith, by the Board.




 









 











Exhibit A





	3.  	Any annual incentive bonus to which the Executive is entitled under this Agreement for any
calendar year shall be paid in a cash lump-sum within thirty days following the close of AMH’s
books and completion of AMH’s annual audit by its external accountants for such calendar
year.





The Executive’s entitlement to an annual incentive bonus shall be determined by the Board in good
faith in accordance with this Exhibit A.





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