Filed by Bowne Pure Compliance





EXHIBIT 10.1




CONFIDENTIAL




July 15, 2008




Mr. Brent L. Korb

6110 South Royal Point Drive

Kingwood, Texas 77345




Dear Brent:



I am pleased to offer you the position of Senior Vice President — Finance & Chief Financial
Officer with Quanex Building Products Corporation (the “Company” or “QBP”), effective August 1,
2008 (the “Effective Date”), after approval of the Company’s Board of Directors. You will report
directly to me.



Your total compensation will include the following:




	 	1.	 	Base Salary. Your base salary will be $13,541.66 paid semi-monthly (annualized at
$325,000). Your base salary will be reviewed again in December 2008.
	 
	 	2.	 	Annual Incentive Award (AIA). The AIA target for your position is 75% of your base
salary with a maximum not to exceed 150% of your base salary. Your fiscal year 2008 AIA
will be based on the average RONA of QBP divisions and paid on your eligible wages earned
during the QBP stub period fiscal year from April 24, 2008 to October 31, 2008.
	 
	 	3.	 	Initial Restricted Stock Grant. You will receive 30,000 shares of the Company’s
Restricted Stock on the Effective Date of your employment. This stock will cliff vest on
the third anniversary date of the Effective Date. However in the event of a change in
control, as defined in the 2008 QBP Omnibus Incentive Plan, you will become fully vested in
your restricted stock award of 30,000 shares.
	 
	 	4.	 	Initial Stock Option Grant. You will receive a Non-Incentive Stock Option to purchase
100,000 shares of Quanex Building Products Corporation common stock for a per-share
exercise price equal to the closing price on the Effective Date. The option grant will
vest in thirds on your first, second and third employment anniversary dates. However, the
option will become fully vested and exercisable in the event of a change in control, as
defined in the QBP 2008 Omnibus Incentive Plan.
	 
	 	5.	 	Long Term Incentive Awards. You will also be eligible to receive a Long Term Incentive
Award in December 2008 based upon approval of the Compensation and Management Development
Committee. Currently, the Long Term Incentive Award is comprised of grants from the QBP
2008 Omnibus Incentive Plan that include a mix of options, restricted stock and Performance
Units. The Performance Units have historically been based on the Company achieving a
certain level of Earnings per Share growth and Relative Total Shareholder Return results against our peer group over a three
year period.




 


 









 






	 	6.	 	Company Furnished Automobile. The Company will assume the lease payment on your
recently leased vehicle and the insurance will be paid by the Company. You will be
reimbursed for gasoline and maintenance costs. After your lease expires, you will
participate in the Company’s program for automobiles in existence at the time your lease
expires.
	 
	 	7.	 	Vacation. You will be entitled to four weeks of paid vacation each calendar year.
	 
	 	8.	 	Benefits. You will be eligible to participate in the Quanex Building Products Group
Benefits Plan beginning on the Effective Date. It is a flexible cafeteria plan that offers
a variety of benefit choices from which you can select that will best meet the needs of you
and your family. Additionally, the Company provides certain benefits that are
employer-paid (i.e., short-term disability, long-term disability, basic life insurance, and
AD&D benefits).
	 
	 	9.	 	Officer Life Insurance. You will participate in the Quanex Building Products
Corporation Officer Life Insurance Plan.
	 
	 	10.	 	Financial and Tax Counsel. You will be eligible to receive financial, tax and legal
consulting services at Company expense up to a maximum of $7,500 per year.
	 
	 	11.	 	401(k) Plan. You will be eligible to participate in the Quanex Building Products
Salaried and Nonunion Employee 401(k) Plan beginning the first day of employment. You may
contribute up to a maximum of 50% of your eligible compensation up to the government
mandated maximum. Under the terms of the 401(k) Savings Plan, Quanex will match $0.50 for
each dollar you contribute up to a maximum of 5% of your eligible compensation. There is a
five year vesting schedule on the Company match. In addition, you may elect to save on a
before-tax or after-tax basis, or a combination of the two.
	 
	 	12.	 	Pension. You will be eligible for pension benefits from two programs, Quanex Building
Products Salaried and Nonunion Employee Pension Plan (the qualified plan), and the Quanex
Building Products Supplemental Employee Retirement Plan (SERP).






	 	a.	 	Qualified Plan. You are eligible for the qualified plan as of the
Effective Date. The qualified plan consists of a notional account balance in your
name. The account will receive an annual benefit credit of 4% based on your base pay
plus bonus paid during the year. In addition to annual interest credits based on the
30 year Treasury rate (which is established each August for the next year).
	 
	 	b.	 	SERP. The SERP is a nonqualified plan designed to provide substantial
additional pension benefits to Corporate Officers. In addition, it implicitly
restores benefits on pay in excess of the qualified plan limit (currently $185,000).
Under the SERP, an eligible participant receives a monthly single life annuity
payable at age 65 equal to:






	 	•	 	2.75% of the average of the highest 36-months of salary and bonus
compensation from the last 60 months of employment,




 


 









 






	 	•	 	multiplied by the named executive officer’s years of service (but not in
excess of 20 years), and
	 
	 	•	 	reduced by (i) any benefits payable under the qualified plan and (ii)
50% of the named executive officer’s Social Security benefits adjusted pro
rata for years of service not in excess of 20 years.






To be eligible to receive a benefit you must remain employed until you have
accumulated five years of service. You are eligible for early retirement benefits
when you attain age 55 with five years of service. The early retirement benefit is
calculated based on average compensation and service at early retirement, and
reduced by 5% for each year benefit commencement precedes age 65.




In the event of a change in control, you will be eligible to receive a lump sum
payment in lieu of any other benefit payable from the SERP. The lump sum is equal to
the present value of the SERP life annuity, which is payable immediately without
reduction for early payment, based on your years of service and compensation at date
of termination. The SERP will be administered in a manner that is intended to comply
with Section 409A of the Internal Revenue Code.




	 	13.	 	Change in Control. As an Officer of the Company you will be eligible for protection
under the provisions of the QBP Change in Control Agreement. A blank copy of the agreement
is attached.






	 	a.	 	The Change in Control Agreement provides for a “double trigger.” First a
change in control of the Company must occur. Generally a change in control would
occur if an unrelated person purchased 20 percent or more of the Company’s
outstanding stock. Second, your employment must be terminated by the acquiring
organization for other than cause, or you must resign for “good reason” as defined in
the Change in Control Agreement.
	 
	 	b.	 	Examples of “good reason” defined in the Change in Control Agreement
include: (1) when the common stock of QBP or the entity into which QBP is merged is
no longer being actively traded on the New York Stock Exchange; and (2) the
“relocation of the executive’s principal office outside the portion of the
metropolitan area of the City of Houston, Texas that is located within the Highway
known as ‘Beltway 8.’”






	 	14.	 	Severance Agreement. The Severance Agreement you originally executed as an officer of
the Company will be reinstituted and you will have an 18 month severance protection term in
place of the 12 month term originally noted in your original severance agreement.
	 
	 	15.	 	Principal Office. The QBP offices at 1900 West Loop South, Suite 1500, Houston, Texas
will be your principal office.
	 
	 	16.	 	Deferred Compensation Plan. You will be eligible to participate in the Company’s
Deferred Compensation Plan.
	 
	 	17.	 	Houstonian Club Membership — the Company will pay for the transfer of a Houstonian
Club membership to you and reimburse you for the monthly dues for a single membership.




 


 









 





Your employment may be terminated by either you or Quanex Building Products Corporation at any time
upon thirty days advance written notice. This agreement is governed by the laws of the State of
Texas.



We believe that you will help provide the leadership we need to meet the Company’s long-term goals.
The members of the Board of Directors and the executive management team look forward to welcoming
you back to the team.



I look forward to your positive response on or before July 16th.



Sincerely,




David D. Petratis

Chief Executive Officer and President



Enclosures




ACCEPTANCE OF OFFER




	 	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	Brent L. Korb

	 	Date