EXHIBIT 10.1  Ply
Gem Industries, Inc.
 5020
Weston Parkway, Suite 400
 Cary,
N.C. 27513
 
 
 
 
 November
7, 2008
 
 Gary E.
Robinette
 2701
Glenwood Garden Lane
 Unit
208
 Raleigh,
NC 27608
 
 
 Re:           Retention
Bonus Award
 
 Dear
Gary:
 
 Ply Gem
Industries, Inc. (the “Company”) considers it essential to the best interests of
the Company and its stockholders to reinforce and encourage your continued
attention and dedication to your duties to the Company as its President and
Chief Executive Officer.  The Company recognizes that the performance
of your duties over the past several months, specifically those duties in
connection with the relocation of the Company’s corporate headquarters to North
Carolina, has required an increased commitment of your time and
energy.  The Company is aware that you will be required to continue to
devote a significant amount of time and energy to the performance of such duties
over the coming years, prior to your retirement from the Company.  The
Board of Directors of the Company (the “Board”) and the Compensation Committee
of the Board have determined that it is in the best interests of the Company and
its stockholders to pay you a retention bonus award to both reward you for the
services you have provided to the Company and to incentivize you to continue to
provide your undivided dedication and attention to your duties to the
Company.
  This
letter agreement sets forth the terms and conditions of the payment by the
Company to you of the retention bonus award described herein.
  Subject
to the terms of this letter agreement, you shall be entitled to receive a
one-time, lump-sum cash retention bonus (the “Retention Bonus”) of
$2,000,000.  The Retention Bonus will vest and be paid on September 1,
2011 (the “Payment Date”).  You must be employed by the Company on the
Payment Date to receive the Retention Bonus.  Notwithstanding the
foregoing, in the event that you die or become Disabled (as defined below) prior
to the Payment Date, the Company shall pay you a pro-rated portion of the
Retention Bonus (the “Pro-Rated Retention Bonus”), in an amount equal to (x) the
Retention Bonus multiplied by (y) a fraction, the denominator of which is 1,095
and the numerator of which is the number of days that you were employed by the
Company during the period beginning on September 1, 2008 and ending on the date
of termination of your employment due to your death or becoming
Disabled.
  
  For
purposes of this letter agreement, you shall be considered “Disabled” in the
event that you suffer any illness or disability, the nature of which as to
render you incapable of performing your duties and responsibilities for the
Company for a period of six (6) consecutive months or for an aggregate of twelve
(12) months within any consecutive eighteen (18) month period.  If
there is a dispute as to whether you are or were incapable of performing your
duties and responsibilities for the Company, such dispute shall be submitted for
resolution to an independent licensed physician chosen by the
Company.  If such a dispute arises, you shall submit to such
examinations and shall provide such information as such physician may request,
and the determination of the physician shall be released to the Company and, as
to your physical or mental condition, shall be binding and
conclusive.
  Notwithstanding
any of the provisions of this letter agreement, the Company shall not be
obligated to pay the Retention Bonus or the Pro-Rated Retention Bonus and may
defer the Retention Bonus or the Pro-Rated Retention Bonus, as applicable, if
there exists and is continuing a default or an event of default (or, if the
Company does not have sufficient cash to consummate the Retention Bonus or the
Pro-Rated Retention Bonus, as applicable, causing its subsidiaries to distribute
or advance the required funds) on the part of the Company or any of its
subsidiaries under any guarantee or other agreement under which the Company or
any of its subsidiaries has borrowed money or if such payment would constitute a
breach of, or result in a default or an event of default (with or without the
giving of notice or passage of time or both) on the part of the Company or any
of its subsidiaries under, any such guarantee or agreement, or if the payment of
the Retention Bonus or the Pro-Rated Retention Bonus, as applicable (or, if the
Company does not have sufficient cash to consummate the payment, causing its
subsidiaries to distribute or advance the required funds) would not be permitted
under any applicable laws.  If the Company is unable to pay the
Retention Bonus or the Pro-Rated Retention Bonus, as applicable, in accordance
with the preceding sentence, the Company shall pay the Retention Bonus or the
Pro-Rated Retention Bonus, as applicable, as soon as possible, with interest at
the prime rate offered by the Company’s principal lending institution, as in
effect from time to time.
  You and
the Company acknowledge that you intend that the compensation set forth in this
letter agreement either is not governed by or is in compliance with Section 409A
of the Code; however, owing to the uncertain application of Section 409A of the
Code, the Company agrees to use its reasonable best efforts such that no earlier
and/or additional taxes will arise under Section 409A of the Code as a result of
the compensation payable to you under this letter agreement.
  The terms
of this letter agreement may not be amended or modified other than by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.
  This
letter agreement may be executed in counterparts, each of which shall constitute
an original, but all of which taken together shall constitute one and the same
agreement.
  
   This
letter agreement shall be governed by and construed in accordance with the laws
of the State of Delaware, without regard to conflicts of laws principles which
could cause the laws of another jurisdiction to apply.
  The
Company may withhold from the Retention Bonus or the Pro-Rated Retention Bonus,
as applicable, such federal, state and local income and employment taxes as may
be required to be withheld pursuant to any applicable law or
regulation.
  This
letter agreement contains the sole and entire agreement between the parties with
respect to the subject matter hereof.  The parties acknowledge that
any statements or representations that may have been made heretofore regarding
the terms and matters dealt with in this letter agreement are void and have no
effect and that neither party has relied thereon.
  Your
rights to the Retention Bonus or the Pro-Rated Retention Bonus may not be
assigned, transferred, pledged or otherwise alienated, other than by will or the
laws of descent and distribution.
  Nothing
in this letter agreement shall be deemed to entitle you to continued employment
with the Company.
  Neither
the Retention Bonus nor the Pro-Rated Retention Bonus shall be counted as
compensation for purposes of determining benefits under other benefit plans,
programs, policies and agreements of the Company, 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 the Company except as specifically stated in this letter
agreement.
  Kindly
sign this letter agreement in the space indicated below at which time this
letter agreement shall become a binding agreement between you and the Company,
enforceable in accordance with its terms.
  
  
  
  [signature
page follows]
   
  Ply Gem Industries, Inc.
  
  By: /s/Shawn K.
Poe___________
 Name:  Shawn
K. Poe
 Title:   Vice
President and
 Chief Financial Officer
   Accepted
and Agreed to:
 
 
 By:  /s/Gary E.
Robinette___________
 Gary E. Robinette
  Signature
Page to Robinette Retention Bonus Award Letter