Exhibit 10.1





Exhibit 10.1

Execution Copy




EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 1, 2011, is made by
and between Associated Materials LLC, a Delaware limited liability company (the “Company”),
and Robert C. Gaydos (“Executive”).



WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept such
employment, on the terms and subject to the conditions set forth in this Agreement.



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 to this
Agreement hereby agree as follows:



1. Employment. On the terms and subject to the conditions set forth herein, the Company
hereby employs Executive as the Company’s Senior Vice President, Operations, and Executive accepts
such employment, for the Employment Term (as defined in Section 3). During the Employment Term,
Executive shall report to the Chief Executive Officer of the Company, performing such duties as
shall be reasonably required of a senior vice president of a corporation of a similar size and
nature to the Company, and shall have such other powers and perform such other duties as may from
time to time be assigned to him by the Chief Executive Officer of the Company and the Board of
Directors of AMH Investment Holdings Corp., a Delaware corporation (“Parent”). To the
extent requested by the Company’s Chief Executive Officer or the Board of Directors of Parent (the
“Board”), Executive shall also serve on any committees of the Board and/or as a director,
officer or employee of Parent or any other person or entity which, from time to time, is a direct
or indirect subsidiary of Parent (Parent and each such subsidiary, person or entity, other than the
Company, are hereinafter referred to collectively as the “Affiliates,” and individually as
an “Affiliate”). 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. 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, that it shall not be a violation of this
Agreement for 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 Executive’s performance of his
duties hereunder. 



3. Employment Term. Subject to earlier termination pursuant to Section 6, Executive’s
term of employment hereunder shall begin upon August 1, 2011 (the “Commencement Date”), and
continue through the date which is three years following the Commencement Date; provided,
that beginning on the third anniversary of the Commencement Date, and on each subsequent
anniversary of the Commencement Date, such term shall be automatically extended by an additional
one year beyond the end of the then-current term, unless, at least 90 days before such second
anniversary of the Commencement Date, or 90 days before any such subsequent anniversary of the
Commencement Date, the Board gives written notice to 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 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
Executive’s other agreements hereunder, during the Employment Term, the Company shall pay Executive
a base salary, payable in equal installments in accordance with the Company’s payroll procedures,
at an annual rate of $325,000, subject to annual review by the Board (or its compensation
committee) which may increase, but not decrease, Executive’s base salary.



(b) Signing Bonus. Executive will be paid a signing bonus of $125,000, less
applicable withholding, upon the Commencement Date.



(c) Annual Incentive Bonus. Commencing on the Commencement Date, 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. Any annual incentive
bonus to which Executive is entitled under this Agreement for any calendar year shall be paid in a
cash lump-sum within 30 days following the close of books of AMH Intermediate Holdings Corp., a
Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”) and
completion of Intermediate’s annual audit by its external accountants for such calendar year but in
any event shall not be paid later than March 15th of the calendar year immediately
following the calendar year to which the bonus relates.



(d) Retirement, Medical, Dental and Other Benefits. During the Employment Term,
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.



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



(f) Business Expenses. The Company shall reimburse or advance payment to 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.



(g) Relocation. The Company shall reimburse or advance payment to Executive for
expenses incurred by him in connection with his relocation to the Northeast Ohio area. Such
expenses include temporary living costs for up to 90 days, two house searching trips for Executive
and his family, closing costs and real estate commissions in connection with the sale of
Executive’s existing home, and household goods moving expenses. In addition, the Company will
reimburse Executive for round trip travel from the Company’s head office to Executive’s existing
home in Tennessee every second weekend during the 90-day period referred to above. With respect to
selling Executive’s existing home:




(i) If Executive sells his home for less than his original purchase cost of $455,000,
the Company will reimburse Executive for his loss up to a total amount of $50,000; or




(ii) the Company will arrange for a third party relocation management company to
purchase Executive’s current home at the appraised value determined by appraisals obtained
by the Company and based upon the average of two appraisals. If the two appraisals vary by
more than 5%, then a third appraisal will be obtained and the appraised value will be the
average of the three appraisals. If this appraised value is below Executive’s original
purchase cost of $455,000, the Company will reimburse Executive for his loss up to a total
amount of $50,000.


 


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5. Covenants of Executive. Executive acknowledges that in the course of his
employment with the Company he 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 Executive mutually agree that it is in the interest of both parties for
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 Executive’s duties and the nature of
the Company’s business.



(a) Noncompetition. During the Employment Term and for the two year period following
termination of the Employment Term (the “Restricted Period”), 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 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 (including, without limitation, any
business in which the Company or any Affiliate has specific plans to conduct in the future and as
to which Executive was aware of such planning at or prior to the time Executive’s employment is
terminated).



(b) Nonsolicitation. During the Employment Term and the Restricted Period, Executive
shall not, directly or indirectly, (i) hire or employ, solicit for employment or otherwise contract
for the services of any individual who is or was an employee or consultant of the Company or any
Affiliate; (ii) otherwise induce or attempt to induce any employee or consultant of the Company or
an Affiliate to leave the employ or service of the Company or such Affiliate, or in any way
interfere with the relationship between the Company or any Affiliate and any employee or consultant
respectively thereof; or (iii) 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, or interfere in any way with the relationship between any such customer, supplier,
licensee or business relation and the Company or any Affiliate.



(c) Nondisclosure; Inventions. For the Employment Term and at all times thereafter,
(i) 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, including, without limitation, any know-how, research and
development, software, databases, inventions, processes, formulae, technology, designs and other
intellectual property, information concerning finances, investments, profits, pricing, costs,
products, services, vendors, customers, clients, partners, investors, personnel, compensation,
recruiting, training, advertising, sales, marketing, promotions, government and regulatory
activities and approvals concerning the past, current or future business, activities and operations
of the Company and the Affiliates (all of the foregoing collectively hereinafter referred to as
“Confidential Information”), and (ii) Executive will not use, directly or indirectly, any
Confidential Information for the benefit of anyone other than the Company and the Affiliates;
provided, that 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 Executive. All Confidential Information, new processes, techniques, know-how,
methods, inventions, plans, products, patents and devices developed, made or invented by 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 Executive hereby assigns any and all rights therein or thereto to the
Company.



 


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(d) Nondisparagement. During the Employment Term and at all times thereafter,
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 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 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 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. 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, 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 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 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 Executive hereunder shall automatically terminate
at the end of the Employment Term. The employment of 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, “Cause” shall mean: (i) embezzlement, theft or misappropriation by Executive of
any property of the Company or an Affiliate; (ii) any breach by Executive of Executive’s covenants
under Section 5; (iii) any breach by Executive of any other material provision of this Agreement
which breach is not cured, to the extent susceptible to cure, within 30 days after the Company has
given written notice to Executive describing such breach; (iv) willful failure by Executive to
perform the duties of his employment hereunder which continues for a period of 14 days following
written notice thereof by the Company to 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



 


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criminal offense punishable by imprisonment of at least one year or materially injurious to the business or reputation of the
Company or an Affiliate involving theft, dishonesty, misrepresentation or moral turpitude; (vi)
gross negligence or willful misconduct on the part of Executive in the performance of his duties as
an employee, officer or director of the Company or an Affiliate; (vii) Executive’s breach of his
fiduciary obligations to the Company or an Affiliate; (viii) Executive’s commission of intentional,
wrongful damage to property of the Company or an Affiliate; (ix) any chemical dependence of
Executive which adversely affects the performance of his duties and responsibilities to the Company
or an Affiliate; or (x) Executive’s violation of the Company’s or an Affiliate’s code of ethics,
code of business conduct or similar policies applicable to Executive. The existence or
non-existence of Cause shall be determined in good faith by the Board. The employment of Executive
may also be terminated at any time by Executive by notice of resignation delivered to the Company
not less than 90 days prior to the effective date of such resignation.



7. Severance for Terminations. Subject to Section 8, if Executive’s employment
hereunder is terminated during the Employment Term by the Company or is terminated due to
expiration of the Employment Term following notice by the Company not to extend the Employment Term
in accordance with Section 3, in each case other than for Cause or due to disability (as determined
in the good faith discretion of the Board) or death, Executive shall be entitled to receive as
severance: (i) an amount equal to Executive’s base salary pursuant to Section 4(a) (at the rate in
effect immediately prior to the Termination Date), which amount shall be payable, commencing no
earlier than the sixty-first day following such termination, in 12 equal monthly installments
(other than the first such installment, which shall include all amounts that would otherwise have
been paid to Executive if payment had commenced immediately following such termination of
employment) in accordance with the Company’s payroll procedures over the 12-month period following
the date of Executive’s termination (such 12-month period, the “Severance Period”); (ii)
continued medical and dental benefits described in Section 4(d) 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
Executive was employed by the Company during the calendar year of termination) of any annual
incentive bonus otherwise payable in accordance with Section 4(c) for the year of termination of
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,
but no later than March 15th of the calendar year immediately following the calendar
year of such termination. With respect to any such continued medical and dental benefits described
in clause (ii) of the first sentence of this Section 7 for which Executive is eligible, (I) if the
Company cannot continue such benefits without adverse tax consequences to Executive or the Company
or for any other reason, the Company shall pay Executive for the cost of such benefits; (II) such
benefits shall be discontinued in the event Executive becomes eligible for similar benefits from a
successor employer (and Executive’s eligibility for any such benefits shall be reported by
Executive to the Company); and (III) Executive’s period of “continuation coverage” for purposes of
Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be
deemed to commence on the date of Executive’s termination of employment.



8. Termination of Compensation and Benefits; Execution of Release; Coordination of
Provisions. If Executive’s employment terminates otherwise than in a termination entitling him
to severance pay and benefits pursuant to Section 7, Executive shall not be entitled to any
severance, termination pay or similar compensation or benefits, provided that
Executive shall be entitled to any benefits then due or accrued in accordance with the applicable
employee benefit plans of the Company or applicable law, including “continuation coverage” under
the Company’s group health plans for purposes of Section 4980B of the Code. As a condition of
receiving any severance compensation for which Executive otherwise qualifies under Section 7,
Executive agrees to execute within sixty (60) days following the date of Executive’s termination of
employment a general release in favor of the Company in substantially the form set forth hereto as
Exhibit B, such release to be delivered, and to have become fully irrevocable,



 


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on or before the end of such 60-day period. It is expressly agreed and
understood that if such a release has not been executed and delivered and become fully irrevocable
by the end of such 60-day period, no amounts or benefits under Section 7 shall be or become payable
(except that any continued medical, dental or life insurance benefits may be provided during such
60-day period pursuant to Section 7, as the case may be, but will cease to be provided on the last
day of such period). Executive acknowledges and agrees that, except as specifically described in
Section 7, all of 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.



9. 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 or
otherwise 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, or any successor provision thereto (or that would
result in 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 Executive would
be subject to such excise tax) shall be made at the expense of the Company, if requested by either
Executive or the Company, by a firm of independent accountants or a law firm selected by the
Company and reasonably acceptable to 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 Company shall designate the payments and/or benefits (beginning
with cash payments) 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 Executive is not subject to the excise tax imposed by Section 4999 of the Code).



10. 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
mail, or sent by reputable overnight courier, postage prepaid, to the addresses set forth as
follows:


If to the Company:



Associated Materials LLC

3773 State Road

Cuyahoga Falls, OH 44223

Attention: Corporate Secretary



With copies, which shall not constitute notice, to:



AMH Investment Holdings Corp.

c/o Hellman & Friedman LLC

One Maritime Plaza, 12th Floor

San Francisco, CA 94111

Attention: Erik Ragatz and Arrie Park, Esq.



          -and-



Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, CA 94304



Attention: Chad Skinner, Esq. and Tristan Brown, Esq.



If to Executive, to such address as shall most currently appear on the records of the Company.




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.



 


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11. General. 



(a) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE
APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL
THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF
LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY
APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO MUST BE BROUGHT IN, AND THE
PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN THE CITY OF WILMINGTON,
DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT
FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL
BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE
MATTERS CONTEMPLATED HEREBY.



(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. Executive may not assign his interest in or delegate his duties
under this Agreement. This Agreement is for the employment of Executive, 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 Executive. Executive represents and warrants to the Company that
Executive is not subject to any contract, agreement, judgment, order or decree of any kind, or any
restrictive agreement of any character, that restricts Executive’s ability to perform his
obligations under this Agreement or that would be breached by Executive upon his performance of his
duties pursuant to this Agreement, and Executive shall indemnify and hold harmless the Company and
the Affiliates from
and against any and all liabilities, losses, claims, obligations or the like arising from or
in connection with any breach of, or inaccuracy in, Executive’s representations and warranties
contained in this sentence.



 


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(e) Compliance with Rules and Policies. Executive shall perform all services in
accordance with the lawful policies, procedures and rules established by the Company and the Board.
In addition, 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 constitutes 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.



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



(i) Termination On or After Expiration of the Employment Term. Unless the Company and
Executive otherwise agree in writing, any continuation of Executive’s employment with the Company
and its Affiliates beyond the expiration of the Employment Term shall be deemed an employment “at
will” and shall not be deemed to extend any of the provisions of this Agreement (other than as
provided in Section 11(j) below), and Executive’s employment may thereafter be terminated “at will”
by Executive or the Company.



(j) Survival. The covenants set forth in Section 5 and the parties’ respective rights
and obligations under Section 7 shall survive and shall continue to be binding upon Executive and
the Company, as the case may be, in accordance with their terms, notwithstanding the termination or
expiration of this Agreement or the termination of Executive’s employment for any reason
whatsoever.



(k) 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 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.



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



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



[Signature page follows]



 


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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 LLC

 	 
	 	/s/ Stephen Graham
 	 
	 	By: Stephen Graham 	 
	 	Its:  Chief Financial Officer 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ Robert C. Gaydos
 	 
	 	Robert C. Gaydos 	 
	 	 	 
	 



[Signature Page to Gaydos Employment Agreement]




 


 









 







EXHIBIT A




Annual Incentive Bonus





Executive is eligible to receive an annual bonus under the Company’s Senior Executive Incentive
Compensation Program, with a target bonus equal to 60% of base salary (the “Target Bonus”).
With respect to each fiscal year, the amount of annual bonus payable will be based upon the
achievement of both (i) an Adjusted EBITDA goal (the “EBITDA Bonus”) and (ii) other
operating metrics (the “OM Bonus”). The EBITDA Bonus will constitute at least 50% of the
Target Bonus. For the 2011 fiscal year, Executive (x) will participate in the Company’s Executive
Bonus Program applicable to the second half of 2011, but the actual bonus, if any payable under
such Program shall be appropriately prorated based on the actual number of days Executive is
employed by the Company in 2011 and (y) the EBITDA Bonus will constitute 70% of the target bonus
and the OM Bonus will constitute the remaining 30% of the target bonus. For the OM Bonus, the
applicable operating metrics for each fiscal year, as well as the bonus ranges for these metrics,
will be mutually agreed by the Company and the Company’s Chief Executive Officer within the first
90 days of each such fiscal year (or, in the case of 2011, within the first 90 days of the
Commencement Date).



For purposes of Executive’s annual incentive bonus and the computation thereof:




	 	1.	 	Base salary shall mean the annual rate of base salary in effect under this Agreement as
of December 31 of the calendar year to which the bonus relates.
	 
	 	2.	 	“Adjusted EBITDA” means the “EBITDA” of Intermediate for the applicable fiscal
year, as such term is as defined in the Indenture, except that clause (1)(i) of such
definition shall not apply for purposes of this Agreement. “Indenture” means the
Indenture dated as of October 13, 2010 among Carey Acquisition Corp., AMH New Finance, Inc.
(formerly known as Carey New Finance, Inc.), Associated Materials, LLC, Wells Fargo Bank,
National Association and the other parties thereto, as amended from time to time.
	 
	 	3.	 	Adjusted EBITDA targets will be adjusted by the Board (or its compensation committee) in good
faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent
to the Commencement Date of any business, operation, entity (including the acquisition of only a
portion of an entity whose results will be consolidated by the Company in accordance with generally
accepted accounting principles), division of any entity or any assets outside the ordinary course
of business. If the Company or any Affiliate makes such an acquisition or disposition in a given
fiscal year, the Adjusted EBITDA target for such fiscal year and subsequent fiscal years, if
applicable, shall be proportionately adjusted, fairly and appropriately, and only to the extent
deemed necessary by the Board (or its compensation committee) (after consultation with the
Company’s accountants), in the exercise of its good faith judgment, in order to accurately reflect
the direct and measurable effect such acquisition or disposition has or is reasonably expected to
have on such Adjusted EBITDA target(s). In addition, to the extent applicable, Adjusted EBITDA
target(s) will be adjusted by the Board (or its compensation committee) (after consultation with
the Company’s accountants) in good faith to reflect any changes in generally accepted accounting
principles promulgated by accounting standard setters in order to accurately reflect the effect of
such changes on such Adjusted EBITDA target(s). The intent of such adjustments is to keep the
probability of achieving the Adjusted EBITDA targets the same as if the event triggering such
adjustment had not occurred. The Board’s (or its compensation committee’s) determination of such
necessary adjustment(s) shall be made within 90 days following the completion or closing of such
event, as applicable, and shall be based on the Company’s accounting as set forth in its books and
records and on the Company’s financial plan pursuant to which the Adjusted EBITDA targets were
originally established. Any such adjustment(s) made in good faith shall be final and binding on
all persons.




 


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EXHIBIT B




GENERAL RELEASE




THIS AGREEMENT AND RELEASE, dated as of                     , 20      (this “Agreement”), is entered
into by and between Robert C. Gaydos (“Executive”) and Associated Materials LLC (the
“Company”).



WHEREAS, Executive entered into an employment agreement by and between Executive and the
Company, dated as of August 1, 2011 (the “Employment Agreement”); and



WHEREAS, Executive’s employment with the Company will terminate effective as of                     , 20     ;



NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this
Agreement and other good and valuable consideration, Executive and the Company hereby agree as
follows:



1. Executive shall be provided severance pay and other benefits (the “Severance
Benefits”) in accordance with the terms and conditions of Section 7 of the Employment
Agreement; provided that, no such Severance Benefits shall be paid or provided if
Executive revokes this Agreement pursuant to Section 4 below.



2. Executive, for and on behalf of himself and Executive’s heirs, successors, agents,
representatives, executors and assigns, hereby waives and releases any common law, statutory or
other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action
(each, a “Claim”) arising out of or relating to Executive’s employment or termination of
employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any
time as a holder of any securities of, any of the Company and any of its affiliates (collectively,
the “Company Group”), both known and unknown, in law or in equity, which Executive may now
have or ever had against any member of the Company Group or any equityholder, agent,
representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer
of any member of the Company Group, including their successors and assigns (collectively, the
“Company Releasees”), including, without limitation, any claim for any severance benefit
which might have been due Executive under any previous agreement executed by and between any member
of the Company Group and Executive, and any complaint, charge or cause of action arising out of his
employment with the Company Group under the Age Discrimination in Employment Act of 1967
(“ADEA,” a law which prohibits discrimination on the basis of age against individuals who
are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans
with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement
Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of
1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment
and Retraining Notification Act, and the New York State Human Rights Law, all as amended; and all
other federal, state and local statutes, ordinances and regulations. By signing this Agreement,
Executive acknowledges that Executive intends to waive and release any rights known or unknown
Executive may have against the Company Releasees under these and any other laws; provided
that, Executive does not waive or release Claims (i) with respect to the right to enforce
this Agreement or those provisions of the Employment Agreement that expressly survive the
termination of Executive’s employment with the Company, (ii) with respect to any vested right
Executive may have under any employee pension or welfare benefit plan of the Company Group, or
(iii) any rights to indemnification under any applicable indemnification agreement, any D&O
insurance policy applicable to Executive and/or the Company’s certificates of incorporation,
charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.


 


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3. Executive acknowledges that Executive has been given twenty-one (21) days from the date of
receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he
has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly
and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE
HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND
FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR
ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS
HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER
TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.



4. Executive shall have seven (7) days from the date of Executive’s execution of this
Agreement to revoke the release, including with respect to all claims referred to herein
(including, without limitation, any and all claims arising under ADEA). If Executive revokes the
Agreement, Executive will be deemed not to have accepted the terms of this Agreement.



[Signature page follows]





 


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



	 	 	 	 	 
	 

	 	ASSOCIATED MATERIALS LLC	 	 
	 
	 	 	 	 
	 

	 	 

By:
	 	 
	 

	 	Its:	 	 
	 
	 	 	 	 
	 

	 	EXECUTIVE	 	 
	 
	 	 	 	 
	 

	 	 

Robert C. Gaydos