EX-10.1





 EXHIBIT 10.1 

AMENDMENT 
 TO 

CONFIDENTIALITY AGREEMENT 

THIS Amendment (this “Amendment”) is made as of August 5, 2019 to that certain CONFIDENTIALITY AGREEMENT (the
“Confidentiality Agreement”), dated as of February 8, 2019, made by and among Apogee Enterprises, Inc., a Minnesota corporation (the “Company”) and Engaged Capital LLC, Engaged Capital Flagship Master Fund, LP,
Engaged Capital Co-Invest VIII, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital Holdings, LLC and Glenn W. Welling (collectively, “Engaged
Capital”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Confidentiality Agreement. 

The Company and Engaged Capital hereby acknowledge and agree as follows: 

Paragraph 8 of the Confidentiality Agreement shall be amended to replace the first sentence of such paragraph in its entirety with the
following “The Company shall hold its 2019 annual meeting of shareholders (the “2019 Annual Meeting”) no earlier than 45 days after the Termination Date and the Company agrees not to file its preliminary proxy statement in
connection with the 2019 Annual Meeting prior to the Termination Date.” 
 Paragraph 9 of the Confidentiality Agreement shall be
amended to replace the words “the date that is six months from the effective date of this Agreement” with “September 15, 2019.” 

For the avoidance of doubt, Engaged Capital shall be permitted to file an amendment to its Schedule 13D in respect of the Company regarding
the fact that this Amendment has been entered into and attaching a copy of this Amendment as an exhibit thereto. 
 Except as expressly
amended hereby, the Confidentiality Agreement remains unchanged and in full force and effect according to the terms originally stated therein. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of
which taken together shall constitute one and the same agreement. 
 *  *  *  *  * 












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

					
	Apogee Enterprises, Inc.
		
	By:	 	/s/ Patricia A. Beithon
		 	Name:	 	Patricia A. Beithon
		 	Title:	 	General Counsel and Secretary


  

					
	Engaged Capital Flagship Master Fund, LP
		
	By:	 	 Engaged Capital, LLC
 General
Partner

		
	By:	 	/s/ Glenn W. Welling
		 	Name:	 	Glenn W. Welling
		 	Title:	 	Founder and Chief Investment Officer


  

					
	Engaged Capital Co-Invest VIII, LP
		
	By:	 	 Engaged Capital, LLC
 General
Partner

		
	By:	 	/s/ Glenn W. Welling
		 	Name:	 	Glenn W. Welling
		 	Title:	 	Founder and Chief Investment Officer


  

					
	Engaged Capital Flagship Fund, LP
		
	By:	 	 Engaged Capital, LLC
 General
Partner

		
	By:	 	/s/ Glenn W. Welling
		 	Name:	 	Glenn W. Welling
		 	Title:	 	Founder and Chief Investment Officer


  

					
	Engaged Capital Flagship Fund, Ltd.
		
	By:	 	/s/ Glenn W. Welling
		 	Name:	 	Glenn W. Welling
		 	Title:	 	Director



  
 SIGNATURE
PAGE TO AMENDMENT TO CONFIDENTIALITY AGREEMENT 













 
					
	Engaged Capital, LLC
		
	By:	 	/s/ Glenn W. Welling
		 	Name:	 	Glenn W. Welling
		 	Title:	 	Founder and Chief Investment Officer


  

					
	Engaged Capital Holdings, LLC
		
	By:	 	/s/ Glenn W. Welling
		 	Name:	 	Glenn W. Welling
		 	Title:	 	Sole Member


  

	
	/s/ Glenn W. Welling
	Glenn W. Welling



  
 SIGNATURE
PAGE TO AMENDMENT TO CONFIDENTIALITY AGREEMENT