exhibit10-13.htm


     

    
      

      

    

    Exhibit 10.13
 

    Ply
Gem Industries, Inc.

    5020
Weston Pkwy, Suite 400

    Cary,
North Carolina 27513

    


    


    


     

    December
31, 2008

     

    Mr. John
C. Wayne

    1235 West
61st
Street

    Kansas
City, MO  64113

    


     

    Re:           Amended
and Restated Retention Agreement

     

    Dear Mr.
Wayne:

     

    Ply Gem
Industries, Inc. (“Ply Gem”) considers the continuity of management essential to
the best interests of Ply Gem and its stockholders and desires to reinforce and
encourage your continued attention and dedication to your duties to Ply Gem and
its subsidiaries and affiliates (each, an “Employer”).  To assure your
continued focus on your duties to your Employer, the Board of Directors of Ply
Gem (the “Board”) has authorized Ply Gem to enter into this letter agreement
with you, which is an amended and restated version of the Retention Agreement
between you and Ply Gem, dated December 1, 2005 (as amended from time to time
prior to the date hereof, the “Original Retention Agreement”).  This
letter agreement sets forth the compensation that Ply Gem agrees to pay you if
your employment is terminated during the term of this agreement under the
circumstances described herein.

     

    This
letter agreement sets forth the terms and conditions of Ply Gem’s agreement to
pay you the compensation under the circumstances described herein, and the
parties to this letter agreement acknowledge the receipt and sufficiency of good
and valuable consideration in support of this letter agreement, including the
covenants and agreements set forth herein.

     

    1. Term

     

    This
letter agreement is effective as of the date hereof and shall expire on December
31, 2009 (the “Expiration Date”) provided, that, Ply Gem shall have the right to
renew this letter agreement for successive one year periods (each, a “Renewal
Term”), which right it must exercise prior the Expiration Date, or the last day
of any Renewal Term, as applicable.

     

    2. Compensation

     

    If,
during the term of this agreement, your employment is terminated (A) by your
Employer without “Cause” or (B) by you following a “Material Adverse Change” (as
such terms are defined below), and subject to (X) your execution of a Release
and Restrictive Covenant Agreement substantially in the form attached to
this

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    letter
agreement as Exhibit A (the “Release and Restrictive Covenant Agreement”) within
30 days following the date of your termination of employment and (Y) your
continued compliance with such Release and
Restrictive Covenant Agreement for the periods described therein, you will be
entitled to receive:

     

    (a) An amount
equal to your annual base salary in effect on the date of your termination
(which, for the avoidance of doubt shall not include any amounts in respect of
any car allowance or payments for any other perquisites or benefits that you may
be entitled to).  This salary continuation shall be payable in equal
installments over the 12-month period following the date of your termination of
employment (the “Payment Period”), in accordance with your Employer’s normal
payroll practices;

     

    (b) An amount
equal to the pro rata portion, based upon the percentage of such year that shall
have elapsed through the date of your termination of employment, of the lesser
of (I) your target annual cash bonus with respect to the fiscal year during
which your termination of employment occurs (the “Year of Termination”) and (II)
the actual annual cash bonus you would have received with respect to the Year of
Termination based on actual performance during that year, measured as of the
time such performance is measured for purposes of paying annual cash bonuses to
other executives of your Employer with respect to such year (the “Pro Rata
Bonus”).  You shall be paid a lump sum cash payment equal to the Pro
Rata Bonus when annual cash bonuses with respect to the Year of Termination are
paid to other executives of your Employer, which shall be not later than March
15 next following the close of the fiscal year to which the bonus relates;
provided that it shall not be a breach of this letter agreement if payment is
made later in such year to the extent financial results are not available by
March 15 so long as payment is made by payroll as soon as practicable following
certification of such results;

     

    (c) To the
extent not already paid prior to the date of your termination, an amount equal
to the actual annual cash bonus you would have received with respect to the year
prior to the Year of Termination based on actual performance during that year,
measured as of the time such performance is measured for purposes of paying
annual cash bonuses to other executives of your Employer with respect to such
year (the “Actual Bonus”).  You shall be paid a lump sum cash payment
equal to the Actual Bonus as soon as reasonably practicable following the date
that the amount of the Actual Bonus is determined, which shall be not later than
March 15 next following the close of the fiscal year to which the bonus relates;
provided that it shall not be a breach of this letter agreement if payment is
made later in such year to the extent financial results are not available by
March 15 so long as payment is made by payroll as soon as practicable following
certification of such results;

     

    (d) Continuation
of medical and dental benefits for you and your spouse and dependents, if any,
during the Payment Period, in the

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    
       

    

    
      
        same
plans and on the same basis (including, without limitation, contribution rates)
as such benefits are provided from time to time to actively employed executives
of your Employer, subject to the terms of such plans as the same may exist from
time to time; provided, that, the Employer’s obligation to provide such medical
and dental benefits shall cease at the time you become eligible for such
benefits from another employer; and

      

    

     

    (e) (i) Your
base salary through the date of termination; (ii) any declared but unpaid annual
cash bonus for any fiscal year preceding the year in which the termination
occurs; (iii) reimbursement for any unreimbursed business expenses properly
incurred by you in accordance with Employer policy through your date of
termination; and (iv) any other amounts, including without limitation, accrued
but unused vacation, required to be paid to you under any applicable state
statute or regulation.

     

    The
Employer shall have the authority to delay the provision of any amounts or
benefits under this letter agreement to the extent it reasonably deems necessary
to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as
amended (the “Code”) (relating to payments made to “specified employees”); in
such event any such amount or benefit to which you would otherwise be entitled
during the six-month period following your separation from service will be
provided or paid on the first business day following the expiration of such
six-month period, or, if earlier, the date of death.  For purposes of
Section 409A of the Code, the right to a series of installment payments under
this letter agreement shall be treated as a right to a series of separate
payments except where otherwise specifically provided.

     

    Your
employment shall not be deemed to be terminated by your Employer without Cause
or by you following a Material Adverse Change, and you shall not be entitled to
any payments or benefits under this Section 2 solely on account of, the sale or
disposition by Ply Gem or any Employer, or any parent of Ply Gem or any
Employer, as applicable, of the subsidiary or division for which you are
employed if you are offered employment by the purchaser or acquirer of such
subsidiary or division and such acquirer or purchaser agrees to assume the terms
of this letter agreement.

     

    Notwithstanding
anything to the contrary in this letter agreement, no further payments or
benefits are due under this Section 2, and all other benefits, if any, due you
following a termination of employment shall be determined in accordance with the
plans, policies and practices of your Employer.  In addition, subject
to applicable state law, Ply Gem and any Employer, as applicable, shall have the
right to reclaim any amounts already paid to you under this Section 2 if, at any
time during the Restricted Period (as such term is defined in the attached
Release and Restrictive Covenant Agreement) after your employment is terminated,
(i) you breach any of the provisions of Section VI of the Release and
Restrictive Covenant Agreement, or (ii) the Board determines, in good
faith,  that grounds existed, on or prior to the date of termination
of your employment with Employer, including prior to the date of this letter
agreement, for your Employer to terminate your employment for Cause; provided,
that, in all events you will be entitled to receive amounts in sub-clauses (i),
(iii), and (iv) of Section 2(e) above.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    3.
Definitions

     

    For
purposes of this letter agreement, “Cause” shall mean:  (i) your
willful and continued failure to perform substantially your material duties
(other than any such failures resulting from, or contributed to by, incapacity
due to physical or mental illness), after a written demand for substantial
performance is delivered to you by the Board, which notice specifically
identifies the manner in which you have not substantially performed your
material duties, and you neglect to cure such failure within 30 days; (ii) a
willful failure to follow the lawful direction of the Board or of the senior
executive officer of Ply Gem to whom you directly report (if applicable);
(iii) your material act of dishonesty or breach of trust in connection with
the performance of your duties to Ply Gem or your Employer; (iv) your
conviction of, or plea of guilty or no contest to, (x) any felony or
(y) any misdemeanor having as its predicate element fraud, dishonesty or
misappropriation; or (v) a civil judgment in which Employer is awarded damages
from you in respect of a claim of loss of funds through fraud or
misappropriation by you, which has become final and is not subject to further
appeal.

     

    For
purposes of this letter agreement, a “Material Adverse Change” shall mean any of
the following, without your express written consent:

     

    
      	
              (1)  

            	
              Assignment
      to you of any duties that are inconsistent with your position, duties and
      responsibilities and status with Employer as of the date of this
      Agreement;

            


    

     

    
      	
              (2)  

            	
              Your
      Employer’s reduction of your base
salary;

            


    

     

    
      	
              (3)  

            	
              Without
      your express written consent, your Employer’s requiring you to be based
      anywhere other than within 50 miles of your office location immediately
      prior to such required relocation, except for required travel on your
      Employer’s business;

            


    

     

    
      	
              (4)  

            	
              Any
      action by your Employer that would deprive you of any material employee
      benefit enjoyed by you, except where such change is applicable to all
      employees participating in such benefit
plan;

            


    

     

    
      	
              (5)  

            	
              Any
      breach by Ply Gem or your Employer of any provision of this letter
      agreement or the Release and Restrictive Covenant
    Agreement.

            


    

     

    4. Release
and Restrictive Covenant Agreement

     

    All
payments and benefits described in Section 2 of this letter agreement are
conditional upon and subject to your execution of the Release and Restrictive
Covenant Agreement.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    5.
Notices

     

    Any
notice required by this letter agreement must be in writing and will be deemed
to have been duly given (i) if delivered personally or by overnight courier
service, sent by
facsimile transmission or mailed by United States registered mail, return
receipt requested, postage prepaid, and (ii) addressed to the respective
addresses or sent via facsimile to the respective facsimile numbers, as the case
may be, as set forth below, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt; provided, however, that
(X) notices sent by personal delivery or overnight courier shall be deemed given
when delivered; (Y) notices sent by facsimile transmission shall be deemed given
upon the sender’s receipt of confirmation of complete transmission, and (Z)
notices sent by United States registered mail shall be deemed given two days after the date of
deposit in the United States mail.

     

    
      	
               
      

            	
              If
      to you, to the address as shall most currently appear on the records of
      your Employer

            


    

     

    
      	
               
      

            	
              If
      to Ply Gem, to:

            


    

    


    
      	
               
      

            	
              Ply
      Gem Industries, Inc.

            


    

    
      	
               
      

            	
              5020
      Weston Parkway, Suite 400

            


    

                                                           
Cary, North Carolina 27513

                                                          
Fax:
(919) 677-3914             


                                                            
Attn:  Senior Vice President, Human Resources

     

    6. General

     

    Your
Employer may withhold from any amounts payable under Section 2 of this letter
agreement such federal, state, local or other taxes required to be withheld
pursuant to applicable law or regulation.

     

    The
payments and benefits provided for in Section 2 of this letter agreement shall
not be counted as compensation for purposes of determining benefits under other
benefit plans, programs, policies and agreements of your Employer, except to the
extent expressly provided therein or herein.

     

    This
letter agreement is not intended to result in any duplication of payments or
benefits to you and does not give you any right to any compensation or benefits
from Ply Gem or your Employer except as specifically stated in this letter
agreement.

     

    For you
to receive the payments and benefits described in Section 2 of this letter
agreement, you will not be required to seek other employment or otherwise
mitigate the obligations of your Employer under this letter
agreement.  Except as described in Section 2(d) of this letter
agreement, there will be no offset against any amounts due under this letter
agreement on account of any remuneration attributable to any subsequent
employment that you may obtain.

     


    
      
         


      

      
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    This
letter agreement is not a contract of employment and does not give you any right
of continued employment or limit the right of your Employer to terminate or
change the status of your employment at any time or change any employment
policies.

     

    This
letter agreement is governed by the laws of the state of Delaware, without
reference to the principles of conflict of laws which would cause the laws of
another state to apply.  By signing this letter agreement, you and Ply
Gem irrevocably agree, for the exclusive benefit of the other, that any and all
suits, actions or proceedings relating to Section VI of the Release and
Restrictive Covenant Agreement (collectively, “Proceedings” and, individually, a
“Proceeding”) will be maintained in either the courts of the State of Delaware
or the federal District Courts sitting in Wilmington, Delaware (collectively,
the “Chosen Courts”) and that the Chosen Courts shall have exclusive
jurisdiction to hear and determine or settle any such Proceeding and that any
such Proceedings shall only be brought in the Chosen Courts.  You and
Ply Gem irrevocably waive any objection that you or Ply Gem may have now or
hereafter to the laying of the venue of any Proceedings in the Chosen Courts and
any claim that any Proceedings have been brought in an inconvenient forum and
further irrevocably agree that a judgment in any Proceeding brought in the
Chosen Courts shall be conclusive and binding upon you and Ply Gem and may be
enforced in the courts of any other jurisdiction.

     

    You and
Ply Gem agree that this letter agreement involves at least $100,000 and that
this letter agreement has been entered into in express reliance on Section 2708
of Title 6 of the Delaware Code.  You and Ply Gem irrevocably and
unconditionally agree (i) that, to the extent you or Ply Gem are not otherwise
subject to service of process in the State of Delaware, you or Ply Gem will
appoint (and maintain an agreement with respect to) an agent in the State of
Delaware as your agent for acceptance of legal process and notify Ply Gem or
you, as applicable, of the name and address of said agent, (ii) that service of
process may also be made on you or Ply Gem by pre-paid certified mail with a
validated proof of mailing receipt constituting evidence of valid service sent
to you or Ply Gem at the address set forth in this letter agreement, as such
address may be changed from time to time pursuant hereto, and (iii) that service
made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted
by applicable law, have the same legal force and effect as if served upon such
party personally within the State of Delaware.

     

    Your
rights under this letter agreement are not transferable, assignable or subject
to lien or attachment.

     

    You and
Ply Gem acknowledge that you intend that the compensation arrangements set forth
in this agreement either are not governed by or are in compliance with Section
409A of the Code; however, owing to the uncertain application of Section 409A of
the Code, Ply Gem agrees to use its reasonable best efforts such that no earlier
and/or additional taxes to you will arise under Section 409A of the Code as a
result of any compensation payable under this letter agreement.

     

    This
letter agreement contains the entire understanding and agreement between you and
Ply Gem in respect of the matters addressed herein, and supersedes any and all
prior agreements and understandings, whether written or oral, with respect to
such matters including, without limitation, the Original Retention
Agreement.  This letter

     


    
      
         


      

      
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    agreement
may not be amended except in a writing signed by you and by an authorized
officer on behalf of Ply Gem.

     

     

    Sincerely,

    


    PLY GEM
INDUSTRIES, INC.

     

     

    
      
        	
                By

              	 
      	
                /s/
      Gary E. Robinette     

              
	
                Name:

              	 
      	
                Gary
      E. Robinette       

              
	
                Title:

              	 
      	
                President
      and Chief Executive Officer

              


      

    

     

     

     

    Acknowledged
and Agreed:

     

     

     

    /s/ John C.
Wayne               


    John C.
Wayne

     


    
      
         


      

      
        7

        
          

        

      

      
         


        
          Exhibit
A

        

      

    


    RELEASE AND RESTRICTIVE
COVENANT AGREEMENT

     

    This
Release and Restrictive Covenant Agreement (the “Agreement”) is entered into by
and between John C. Wayne (the “Employee”) and Ply Gem Industries, Inc. (the
“Company”), on ______________ ___, 20___.

     

    I. Release of
Claims

     

    In
partial consideration of certain of the payments and benefits described in
Section 2 of the letter agreement between you and the Company, dated December 31
2008 (the “Letter”), to which the Employee agrees the Employee is not entitled
until and unless he executes this Agreement, the Employee, for and on behalf of
himself and his heirs and assigns, subject to the last sentence of this
paragraph, hereby waives and releases any common law, statutory or other
complaints, claims, charges or causes of action of any kind whatsoever, both
known and unknown, in law or in equity, which the Employee ever had, now has or
may have against the Company and its shareholders and their respective
subsidiaries, successors, assigns, affiliates, directors, officers, partners,
members, employees or agents (collectively, the “Releasees”) by reason of facts
or omissions which have occurred on or prior to the date that the Employee signs
this Agreement, including, without limitation, any complaint, charge or cause of
action arising under federal, state or local laws pertaining to employment,
including the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which
prohibits discrimination on the basis of age), 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, all as amended; and all other federal,
state and local laws and regulations.  By signing this Agreement, the
Employee acknowledges that he intends to waive and release any rights known or
unknown that he may have against the Releasees under these and any other laws;
provided, that the Employee does not waive or release claims with respect to the
right to enforce his rights under the Letter (the “Unreleased
Claims”).

     

    II. Proceedings

     

    The
Employee acknowledges that he has not filed any complaint, charge, claim or
proceeding, except with respect to an Unreleased Claim, if any, against any of
the Releasees before any local, state or federal agency, court or other body
(each individually a “Proceeding”).  The Employee represents that he
is not aware of any basis on which such a Proceeding could reasonably be
instituted.  The Employee (a) acknowledges that he will not initiate
or cause to be initiated on his behalf any Proceeding and will not participate
in any Proceeding, in each case, except as required by law; and (b) waives any
right he may have to benefit in any manner from any relief (whether monetary or
otherwise) arising out of any Proceeding, including any Proceeding conducted by
the Equal Employment Opportunity Commission (“EEOC”).  Further, the
Employee understands that, by executing this Agreement, he will be limiting the
availability of certain remedies that he may have against the Company and
limiting also his ability to pursue certain claims against the
Releasees.  Notwithstanding the above, nothing in Section I of this
Agreement shall prevent the Employee from (x) initiating or causing to be
initiated on his behalf any complaint, charge, claim or proceeding
against

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the
Company before any local, state or federal agency, court or other body
challenging the validity of the waiver of his claims under the ADEA contained in
Section I of this Agreement (but no other portion of such waiver); or (y)
initiating or participating in an investigation or proceeding conducted by the
EEOC.

     

    III. Time to
Consider

     

    The
Employee acknowledges that he has been advised that he has 21 days from the date
of receipt of this Agreement to consider all the provisions of this Agreement
and he does hereby knowingly and voluntarily waive said given 21 day
period.  THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS
AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT,
CONSULTED 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
RELEASEES, AS DESCRIBED IN SECTION I OF THIS AGREEMENT AND THE OTHER PROVISIONS
HEREOF.  THE EMPLOYEE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR
PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT, AND THE EMPLOYEE
AGREES TO ALL OF ITS TERMS VOLUNTARILY.

     

    IV. Revocation

     

    The
Employee hereby acknowledges and understands that the Employee shall have seven
days from the date of the Employee’s execution of this Agreement to revoke this
Agreement (including, without limitation, any and all claims arising under the
ADEA) and that neither the Company nor any other person is obligated to provide
any benefits to the Employee pursuant to Section 2 of the Letter until eight
days have passed since the Employee’s signing of this Agreement without the
Employee having revoked this Agreement, in which event the Company immediately
shall arrange and/or pay for any such benefits otherwise attributable to said
eight-day period, consistent with the terms of the Letter.  If the
Employee revokes this Agreement, the Employee will be deemed not to have
accepted the terms of this Agreement, and no action will be required of the
Company under any section of this Agreement.

     

    V. No
Admission

     

    This
Agreement does not constitute an admission of liability or wrongdoing of any
kind by the Employee or the Company.

     

    VI. Restrictive
Covenants

     

    A. Non-Competition/Non-Solicitation

     

    The
Employee acknowledges and recognizes the highly competitive nature of the
businesses of the Company and its subsidiaries and controlled affiliates and
accordingly agrees as follows:

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1. During
the period commencing on the date of the Employee’s termination of employment
and ending on the last day of the Payment Period (as defined in Section 2(a) of
the Letter) (the “Restricted Period”), or such longer period as described in the
last sentence of Section VII of this Agreement, the Employee will not, directly
or indirectly, (w) engage in any
“Competitive Business” (as defined below) for the Employee’s own account,
(x) enter the employ of, or render any services to, any person engaged in
any Competitive Business, (y) acquire a financial interest in, or otherwise
become actively involved with, any person engaged in any Competitive Business,
directly or indirectly, as an individual, partner, shareholder, officer,
director, principal, agent, trustee or consultant, or (z) interfere with
business relationships between the Company and customers or suppliers of, or
consultants to, the Company.

     

    2. For
purposes of this Section VI, a “Competitive Business” means, as of any date,
including during the Restricted Period, any person or entity (including any
joint venture, partnership, firm, corporation or limited liability company) that
engages in or proposes to engage in the following activities in any geographical
area in which the business unit for which the Employee works does
business:  the manufacture and sale of stone veneer, manufactured
stone, cultured stone, vinyl or composite siding, metal accessories, injection
molded exterior cladding products, vinyl decking, vinyl or composite railing and
any other building product category that the Ply Gem Siding Group may
manufacture or sell within the tenure of your employment with Ply
Gem.

     

    3. For
purposes of this Section VI and of Section VII of this Agreement, the
Company shall be construed to include the Company and its subsidiaries and
controlled affiliates.

     

    4. Notwithstanding
anything to the contrary in this Agreement, the Employee may, directly or
indirectly, own, solely as an investment, securities of any person engaged in
the business of the Company which are publicly traded on a national or regional
stock exchange or on the over-the-counter market if the Employee (A) is not
a controlling person of, or a member of a group which controls, such person and
(B) does not, directly or indirectly, own one percent (1%) or more of any
class of securities of such person.

     

    5. During
the Restricted Period, the Employee will not, directly or indirectly, without
the Company’s written consent, solicit or encourage to cease to work with the
Company any employee or any consultant of the Company or any person who was an
employee of or consultant then under contract with the Company within the
six-month period preceding such activity.  In addition, during the
Restricted Period, the Employee will not, without the Company’s written consent,
directly or indirectly hire any person who is or who was, within the six-month
period preceding such activity, an employee of the Company.

     

    6. The
Employee understands that the provisions of this Section VI.A may limit the
Employee’s ability to earn a livelihood in a business similar to the business of
the Company, but the Employee nevertheless agrees and hereby acknowledges that
(A) such provisions do not impose a greater restraint than is necessary to
protect the goodwill

     


    
      
         


      

      
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    or other
business interests of the Company, (B) such provisions contain reasonable
limitations as to time, territory and scope of activity to be restrained, (C)
such provisions are not harmful to the general public and (D) such provisions
are not unduly burdensome to the Employee.  In consideration of the
foregoing and in light of the Employee’s education, skills and abilities, the
Employee agrees that he shall not assert that, and it should not be considered
that, any provisions of Section VI.A. or otherwise are void, voidable or
unenforceable or should be voided or held unenforceable.

     

    7. It is
expressly understood and agreed that, although the Employee and the Company
consider the restrictions contained in this Section VI.A to be reasonable,
if a judicial determination is made by a court of competent jurisdiction that
the time, territory or scope or any other restriction contained in this Section
VI.A or elsewhere in this Agreement is an unenforceable restriction against the
Employee, the provisions of this Agreement shall not be rendered void but shall
be deemed amended to apply as to such maximum time, territory and scope and to
such maximum extent as such court may judicially determine or indicate to be
enforceable.  Alternatively, if any court of competent jurisdiction
finds that any restriction contained in this Agreement is unenforceable, and
such restriction cannot be amended so as to make it enforceable, such finding
shall not affect the enforceability of any of the other restrictions contained
herein.

     

    B. Nondisparagement

     

    The
Employee agrees (whether during or after the Employee’s employment with the
Company) not to issue, circulate, publish or utter any false or disparaging
statements, remarks or rumors about the Company or the shareholders, officers,
directors or managers of the Company other than to the extent reasonably
necessary in order to (i) assert a bona fide claim against the Company arising out of the Employee’s employment with the
Company, or (ii) respond in a truthful and appropriate manner to any legal
process or give truthful and appropriate testimony in a legal or regulatory
proceeding. 

     

    C. Company
Policies

     

    The
Employee agrees to abide by the terms of any employment policies or codes of
conduct of the Company that apply to the Employee after termination of
employment.

     

    D. Confidentiality/Company
Property

     

    The
Employee shall not, without the prior written consent of the Company, use,
divulge, disclose or make accessible to any other person, firm, partnership,
corporation or other entity any “Confidential Information” (as defined below),
except while employed by the Company, in furtherance of the business of and for
the benefit of the Company, or any “Personal Information” (as defined below);
provided that the Employee may disclose such information when required to do so
by a court of competent jurisdiction, by any governmental agency having
supervisory authority over the business of the Company and/or its affiliates, as
the case may be, or by any

     


    
      
         


      

      
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    administrative
body or legislative body (including a committee thereof) with jurisdiction to
order the Employee to divulge, disclose or make accessible such information;
provided, further, that in the event that the Employee is ordered by a court or
other government agency to disclose any Confidential Information or Personal
Information, the Employee shall (i) promptly notify the Company of such
order, (ii) at the written request of the Company, diligently contest such
order at the sole expense of the Company as expenses occur, and (iii) at
the written request of the Company, seek to obtain, at the sole expense of the
Company, such confidential treatment as may be available under applicable laws
for any information disclosed under such order.  For purposes of this
Section VI.D, (i) “Confidential Information” shall mean non-public
information concerning the financial data, strategic business plans, product
development (or other proprietary product data), customer lists, marketing plans
and other proprietary or confidential information relating to the business of
the Company or its affiliates or customers, that, in any case, is not otherwise
available to the public (other than by the Employee’s breach of the terms
hereof) and (ii) “Personal Information” shall mean any information
concerning the personal, social or business activities of the shareholders,
officers or directors of the Company.  Upon termination of the
Employee’s employment with the Company, the Employee shall return all Company
property, including, without limitation, files, records, disks and any media
containing Confidential Information or Personal Information.

     

    E. Developments

     

    All
discoveries, inventions, ideas, technology, formulas, designs, software,
programs, algorithms, products, systems, applications, processes, procedures,
methods, modifications, improvements and enhancements conceived, developed or
otherwise made or created or produced by the Employee, alone or with others, and
in any way relating to the business or any proposed business of the Company of
which the Employee has been made aware, or the products or services of the
Company of which the Employee has been made aware, whether or not subject to
patent, copyright or other protection and whether or not reduced to tangible
form, at any time during the Employee’s employment with the Company or any
subsidiary of the Company (collectively, “Developments”) shall be the sole and
exclusive property of the Company.  The Employee agrees to, and hereby
does, assign to the Company, without any further consideration, all of the
Employee’s right, title and interest throughout the world in and to all
Developments.  The Employee agrees that all such Developments that are
copyrightable may constitute works made for hire under the copyright laws of the
United States and, as such, acknowledges that the Company is the author of such
Developments and owns all of the rights comprised in the copyright of such
Developments, and the Employee hereby assigns to the Company, without any
further consideration, all of the rights comprised in the copyright and other
proprietary rights the Employee may have in any such Development to the extent
that it might not be considered a work made for hire.  The Employee
shall make and maintain adequate and current written records of all Developments
and shall disclose all Developments promptly, fully and in writing to the
Company promptly after development of the same, and at any time upon
request.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

                
F. Cooperation

     

    At any
time after the date of the Employee’s termination of employment, the Employee
agrees to cooperate (i) with the Company in the defense of any legal matter
involving any matter that arose during the Employee’s employment with the
Company and (ii) with all government authorities on matters pertaining to any
investigation, litigation or administrative proceeding pertaining to the
Company.  The Company will reimburse the Employee for any earnings
lost by the Employee and any reasonable travel and out of pocket expenses
incurred by the Employee in providing such cooperation.

     

    VII. Enforcement

     

    The
Employee acknowledges and agrees that the Company’s remedies at law for a breach
or threatened breach of any of the provisions of Sections VI.A,B,D and E of this
Agreement would be inadequate, and in recognition of this fact, the Employee
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, the Company, without posting any bond, shall be entitled to
obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other equitable
remedy which may then be available.  In addition, the Company shall be
entitled to immediately cease paying any amounts remaining due or providing any
benefits to the Employee pursuant to Section 2 of the Letter and, subject to
applicable state law, to reclaim any amounts already paid under Section 2 of the
Letter upon a good faith determination by the Board of Directors of the Company
that the Employee has violated any provision of Section VI of this Agreement,
subject to payment of all such amounts upon a final determination that the
Employee had not violated Section VI of this Agreement.  If the
Employee breaches any of the covenants contained in Section VI.A, B, D or E of
this Agreement, and the Company Group obtains injunctive relief with respect
thereto, the period during which the Employee is required to comply with that
particular covenant shall be extended by the same period that the Employee was
in breach of such covenant prior to the effective date of such injunctive
relief.

     

    VIII. General
Provisions

     

    A. No
Waiver; Severability

     

    A failure
of the Company or any of the Releasees to insist on strict compliance with any
provision of this Agreement shall not be deemed a waiver of such provision or
any other provision hereof.  If any provision of this Agreement is
determined to be so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable, and in the event that any
provision is determined to be entirely unenforceable, such provision shall be
deemed severable, such that all other provisions of this Agreement shall remain
valid and binding upon the Employee and the Releasees.

     

    B. Governing
Law

     

    THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE
AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF
LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION
WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF
DELAWARE.

     

    Each
party to this Agreement irrevocably agrees for the exclusive benefit of the
other that any and all suits, actions or proceedings relating to Section VI of
this Agreement (collectively, “Proceedings” and, individually, a
“Proceeding”)  shall be maintained in either the courts of the State
of Delaware or the federal District Courts sitting in Wilmington, Delaware
(collectively, the “Chosen Courts”) and that the Chosen Courts shall have
exclusive jurisdiction to hear and determine or settle any such Proceeding and
that any such Proceedings shall only be brought in the Chosen
Courts.  Each party irrevocably waives any objection that it may have
now or hereafter to the laying of the venue of any Proceedings in the Chosen
Courts and any claim that any Proceedings have been brought in an inconvenient
forum and further irrevocably agrees that a judgment in any Proceeding brought
in the Chosen Courts shall be conclusive and binding upon it and may be enforced
in the courts of any other jurisdiction.

     

    Each of
the parties hereto agrees that this Agreement involves at least $100,000 and
that this Agreement has been entered into in express reliance on Section 2708 of
Title 6 of the Delaware Code.  Each of the parties hereto irrevocably
and unconditionally agrees (i) that, to the extent such party is not otherwise
subject to service of process in the State of Delaware, it will appoint (and
maintain an agreement with respect to) an agent in the State of Delaware as such
party’s agent for acceptance of legal process and notify the other parties
hereto of the name and address of said agent, (ii) that service of process may
also be made on such party by pre-paid certified mail with a validated proof of
mailing receipt constituting evidence of valid service sent to such party at the
address set forth in this Agreement, as such address may be changed from time to
time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii)
above shall, to the fullest extent permitted by applicable law, have the same
legal force and effect as if served upon such party personally within the State
of Delaware.

     

    C. Counterparts

     

    This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.

     

    D. Notice

     

    For the
purpose of this Agreement, notices and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given
if delivered personally, if delivered by overnight courier service, if sent by facsimile
transmission or if mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to the respective addresses or
sent via facsimile to

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    the
respective facsimile numbers, as the case may be, as set forth below, or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt; provided, however, that (i) notices sent by personal delivery
or overnight courier shall be deemed given when delivered, (ii) notices sent by
facsimile transmission shall be deemed given upon the sender’s receipt of
confirmation of complete transmission, and (iii) notices sent by United States
registered mail shall be deemed given two days after the date of
deposit in the United States mail.

     

    
      	
               
      

            	
              If
      to the Employee, to the address as shall most currently appear on the
      records of the Company

            


    

     

    
      	
               
      

            	
              If
      to the Company, to:

            


    

    


    
      	
               
      

            	
              Ply
      Gem Industries, Inc.

            


    

    
      	
               
      

            	
              5020
      Weston Parkway, Suite 400

            


    

     Cary,
North Carolina 27513

     Fax:
(919) 677-3914

    Attn:  Senior
Vice President, Human Resources

     

    


     

    IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the day and year first
above written.

     

    


     

    EMPLOYEE

    


    


    ______________________________

    John C.
Wayne

    


    


    PLY GEM
INDUSTRIES, INC.

    


    


    By:___________________________

    Name:  Gary
E. Robinette

    Title:  President
and Chief Executive Officer


    
      
         


      

      
        8