Exhibit 10.1





Exhibit 10.1


EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT (this
“Agreement”), dated as of June 22, 2009, by and between ASSOCIATED MATERIALS LLC, a Delaware
limited liability company (as successor to Associated Materials Incorporated, a Delaware corporation) (the
“Company”), and a wholly owned indirect subsidiary of AMH Holdings II, Inc., a Delaware corporation
(“AMH II”), and STEPHEN GRAHAM, an individual residing in the State of Ohio (the
“Executive”).


W I T N E S S E T H :


WHEREAS, the Company desires to continue to retain the
services and employment of the Executive on behalf of the Company, and the Executive desires to continue his employment
with the Company, upon the terms and conditions hereinafter set forth.


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 hereto, each intending to be legally bound hereby, agree as follows:


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





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3. Employment Term. Unless earlier terminated
pursuant to Section 6, the Executive’s term of employment hereunder shall begin on June 22, 2009
(hereinafter referred to as the “Commencement Date”), and continue through the date which is one
(1) year following the Commencement Date (the “Initial Term”); provided that such term
shall be automatically extended for additional one (1) year periods commencing on the first day immediately
following the expiration date of the Initial Term and successively thereafter on the first day immediately following
the expiration of each such one-year period (each such period an “Additional Term”) unless the
Company shall have given notice to the Executive that the Company does not desire to extend the term of this Agreement,
such notice to be given at least thirty (30) days prior to the end of the Initial Term or the applicable
Additional Term (the Initial Term and any Additional Terms, if applicable, collectively, the “Employment
Term”).


4. Compensation and Benefits.


(a) Salary. As compensation for his services
hereunder and in consideration of the Executive’s other agreements hereunder, during the Employment Term, the
Company shall pay the Executive a base salary, payable in equal installments in accordance with the Company’s
payroll procedures, at an annual rate of Three Hundred Thousand Dollars ($300,000), subject to annual review by the
Board or its Compensation Committee, which may increase, but not decrease, the Executive’s base salary.


(b) Annual Incentive Bonus; Stock Options. The
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. The Executive shall not be entitled to
participate in any other annual cash bonus plan, program or arrangement with respect to any period to which the annual
incentive bonus arrangement described in the immediately preceding sentence applies. The Executive shall also be
entitled to participate in the stock option plan established by AMH II.


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


(d) Vacation; Sick Leave. During the
Employment Term, the Executive shall be entitled to not less than four (4) weeks of vacation during each calendar
year and sick leave in accordance with the Company’s policies and practices with respect to its executives.


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


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




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(a) Noncompetition. During the Employment Term
and for the two (2)-year period (the “Restricted Period”) following termination of the Employment
Term, the 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 the 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.


(b) Nonsolicitation. During the Employment
Term and for the Restricted Period following termination of the Employment Term, the Executive shall not, directly or
indirectly, (i) employ, solicit for employment or otherwise contract for the services of any individual who is or
was an employee of the Company or any Affiliate during the Employment Term; (ii) otherwise induce or attempt to
induce any employee of the Company or an Affiliate to leave the employ of the Company or such Affiliate, or in any way
knowingly interfere with the relationship between the Company or any Affiliate and any employee 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 thereafter, (i) the 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 (all of the foregoing collectively
hereinafter referred to as, “Confidential Information”), and (ii) the Executive will not use,
directly or indirectly, any Confidential Information for the benefit of anyone other than the Company and the
Affiliates; provided, however, that the 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 the Executive. All Confidential Information, new processes, techniques,
know-how, methods, inventions, plans, products, patents and devices developed, made or invented by the Executive, alone
or with others, while an employee of the Company which are related to the business of the



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Company and the Affiliates shall be and become the sole property of the
Company, unless released in writing by the Board, and the Executive hereby assigns any and all rights therein or
thereto to the Company.


(d) Nondisparagement. During the Employment
Term and thereafter, the 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 the
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 the 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 the 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. The 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, the 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 the
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 the Executive
hereunder shall automatically terminate at the end of the Employment Term. The employment of the 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, except as otherwise provided in Section 8, “Cause” shall mean:
(i) embezzlement, theft or misappropriation by the Executive of any property of the Company or an Affiliate;
(ii) any breach by the Executive of the Executive’s covenants under



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Section 5; (iii) any breach by the Executive of any other material
provision of this Agreement which breach is not cured, to the extent susceptible to cure, within thirty (30) days
after the Company has given notice to the Executive describing such breach; (iv) willful failure by the Executive
to perform the duties of his employment hereunder which continues for a period of fourteen (14) days following
written notice thereof by the Company to the 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 criminal offense
punishable by imprisonment of at least one year or materially injurious to the business or reputation of the Company
involving theft, dishonesty, misrepresentation or moral turpitude; (vi) gross negligence or willful misconduct on
the part of the Executive in the performance of his duties as an employee, officer or director of the Company or an
Affiliate; (vii) the Executive’s breach of his fiduciary obligations to the Company or an Affiliate;
(viii) the Executive’s commission of intentional, wrongful damage to property of the Company or an
Affiliate; (ix) any chemical dependence of the Executive which adversely affects the performance of his duties and
responsibilities to the Company or an Affiliate; or (x) the Executive’s violation of the Company’s or
an Affiliate’s code of ethics, code of business conduct or similar policies applicable to the Executive. The
existence or non-existence of Cause shall be determined in good faith by the Board. The employment of the Executive may
also be terminated at any time by the Executive by notice of resignation delivered to the Company not less than ninety
(90) days prior to the effective date of such resignation.


7. Severance. Except as otherwise provided in
Section 8, if the Executive’s employment hereunder is terminated during the Employment Term, following the
Executive’s initial twelve (12) months of employment, 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, the Executive shall be entitled to receive as severance (subject to Section 9):
(i) an amount equal to the Executive’s base salary as in effect immediately prior to the date of the
Executive’s termination of employment for twelve (12) months, payable, commencing no later than sixty
(60) days following such termination, in equal installments in accordance with the Company’s payroll
procedures during the twelve (12) months following the date of the Executive’s termination (such
twelve-month period, the “Severance Period”); (ii) continued medical and dental benefits
described in Section 4(c) 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 the Executive was employed by the Company during the calendar year of termination) of any
incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the 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 15 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 the Executive is
eligible, (I) if the Company cannot continue such benefits, the Company shall pay the Executive for the cost of
such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar
benefits from a successor employer (and the Executive’s eligibility for any such benefits shall be reported by
the Executive to the Company); and (III) the Executive’s period of “continuation coverage” for
purposes of



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Section 4980B of the Internal Revenue Code of 1986, as amended (the
“Code”), shall be deemed to commence on the date of the Executive’s termination of employment.


8. Change in Control. This Section 8 will
be binding upon the date of this Agreement, but notwithstanding anything in this Agreement to the contrary, this
Section 8 will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in
Control at any time during the Employment Term, this Section 8 shall become immediately operative without further
action; provided, however, that if, prior to a Change in Control, the Executive ceases for any reason to be an
employee of the Company and any Affiliate, the effectiveness of this Section 8 will immediately terminate without
further action and be of no further effect. Certain capitalized terms used in this Section 8 are defined for
purposes of this Section 8 in Section 8(e).


(a) Termination Following a Change in Control.
In the event of a Change in Control, if the Executive’s employment is terminated by the Company or an Affiliate
during the Post-Change Period, the Executive shall be entitled to the benefits provided by Section 8(c) unless such
termination is the result of the occurrence of one or more of the following events:



	 	(i)	 	
The Executive’s death;








	 	(ii)	 	
If the Executive becomes permanently disabled within the meaning of, and begins
actually to receive disability benefits under, the long-term disability plan applicable to the Executive immediately
prior to the Change in Control; or








	 	(iii)	 	
Cause (as defined in Section 8(e)(i)).







If, during the Post-Change Period, the Executive’s
employment is terminated by the Company or an Affiliate as described in clause (i), (ii) or (iii) of this
Section 8(a), the Executive will not be entitled to the benefits provided by Section 8(c).


(b) Termination by Executive. In the event of
a Change in Control, the Executive may terminate employment with the Company during the Post-Change Period with the
right to severance compensation as provided in Section 8(c) upon the occurrence of one or more of the following events
(regardless of whether any other reason, other than death, permanent disability or Cause, for such termination has
occurred, including other employment):



	 	(i)	 	
the failure to maintain the Executive in the position, or a substantially equivalent
or superior position, with the Company and/or with a direct or indirect parent company of the Company that the
Executive held immediately prior to the Change in Control, which is not remedied by the Company within 10 calendar days
after receipt by the Company of notice from the Executive of such failure;








	 	(ii)	 	
(A) a reduction in the Executive’s base salary pursuant to Section 4(a)
hereof or (B) the termination or significant reduction in the aggregate of the Executive’s right to
participate in employee benefit plans or programs








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of the Company as in effect prior to the Change in Control
(other than Incentive Pay (as hereinafter defined) or any other bonus, incentive or stock or equity-based compensation
or benefits), in either case which is not remedied by the Company within 10 calendar days after receipt by the Company
of notice from the Executive of such reduction or termination;



	 	(iii)	 	
a reduction or elimination of the Executive’s opportunity to earn Incentive Pay
pursuant to any plan or program in effect immediately prior to the Change in Control which is not remedied by the
Company within 10 calendar days after receipt by the Company of notice from the Executive of such reduction or
elimination (for the avoidance of doubt, changes in the value or performance of the Company or an Affiliate or
successor of either following the Change in Control shall not be considered a reduction or elimination of the
Executive’s opportunity to earn Incentive Pay); or








	 	(iv)	 	
the Company requires the Executive to have his principal place of work changed to any
location that is more than 35 miles from the location thereof immediately prior to the Change in Control, without his
prior written consent.







(c) Change in Control Severance. If, following
the occurrence of a Change in Control, the Company or an Affiliate terminates the Executive’s employment during
the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if the
Executive terminates his employment pursuant to Section 8(b), the Executive shall not be entitled to the severance
compensation described in Section 7, and, subject to Section 9, the Company will (i) pay or cause to be
paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2), 8(c)(3), and 8(c)(6) in a lump-sum no
later than sixty (60) days after the Termination Date; (ii) pay or cause to be paid to the Executive the
amount described in Section 8(c)(4), such amount to be payable no earlier than the date on which such Incentive
Pay, 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 15 of the calendar year immediately following the calendar year of the
Termination Date; and (iii) provide the Executive the benefits described in Section 8(c)(5) for the period
described therein. The foregoing to the contrary notwithstanding, if the Executive is entitled to payments under this
Section 8(c) following a Change in Control that does not constitute a “change in the ownership or effective
control” of the relevant company or a “change in the ownership of a substantial portion of the
assets” of the relevant company, as such terms are used in Code Section 409A(a)(2)(A)(v), then an amount
equal to the amount that would have been paid under Section 7(i) had a Change in Control not occurred shall be paid in
installments during the twelve (12) month period following the Termination Date, and the remaining amounts
described in clause (i) of this Section 8(c) above (reduced by the amount so paid in installments) shall be paid
in a lump-sum.



	 	(1)	 	
A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than
for the calendar year of such termination of employment) owed to the Executive for periods on or prior to the
Termination Date.








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	 	(2)	 	
A lump sum payment in an amount equal to two times the Executive’s base salary
pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date).








	 	(3)	 	
A lump sum payment equal to two times Incentive Pay (in an amount equal to the highest
amount of Incentive Pay earned by the Executive in any calendar year during the three calendar years immediately
preceding the calendar year in which the Change in Control occurred).








	 	(4)	 	
In the event that the Termination Date occurs after June 30 in any calendar year,
a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of
which is the number of days between (and including) January 1 of the calendar year in which the Termination Date occurs
and the Termination Date, and the denominator of which is 365.








	 	(5)	 	
For a period of 24 months following the Termination Date (the
“Continuation Period”), the Company will provide the Executive with medical, dental and life
insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the
Continuation Period. If and to the extent that any benefit described in this Section 8(c)(5) is not or cannot be
paid or provided under any Company plan or program, then the Company will pay or provide for the payment to the
Executive, his dependants and beneficiaries, of such employee benefits. Without otherwise limiting the purposes of
Section 8(d), employee benefits otherwise receivable by the Executive pursuant to this Section 8(c)(5) will be
reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during
the Continuation Period following the Executive’s Termination Date, and any such benefits actually received by
the Executive shall be reported by the Executive to the Company. The foregoing to the contrary notwithstanding, to the
extent required in order to comply with Section 409A of the Code, in no event shall any such benefits be provided
beyond the end of the second calendar year that begins after the Executive’s “separation from
service” within the meaning of Section 409A of the Code.








	 	(6)	 	
The Company will pay to the Executive the cost of employee outplacement services for
the Executive in the amount of $30,000.







(d) No Mitigation Obligation; Effect on Other
Rights The payment of the severance compensation by the Company to the Executive in accordance with the terms of
this Section 8 is hereby acknowledged by the Company to be reasonable, and the Executive will not be required to
mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, except
as expressly provided in the last sentence of Section 8(c)(5). This Section 8 will not affect any rights
(other than any rights to severance, termination, retention or similar compensation or benefits) that the Executive may
have pursuant to any



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agreement, plan or policy of the Company or a subsidiary thereof providing
employee benefits, which rights shall be governed by the terms thereof.


(e) Certain Defined Terms. The following terms
have the following meanings when used in this Section 8:



	 	(i)	 	
“Cause” means that, prior to any termination pursuant to Section
8(b), the Executive shall have:








	 	(1)	 	
been convicted of a criminal violation involving fraud, embezzlement or theft;








	 	(2)	 	
committed intentional wrongful damage to property of the Company or any Affiliate;
or








	 	(3)	 	
committed intentional wrongful disclosure of confidential information of the Company
or any Affiliate.







Nothing herein will limit the right of the Executive or
his beneficiaries to contest the validity of any determination by the Company to terminate the Executive for Cause.



	 	(ii)	 	
“Change in Control” means (A) a stock sale, merger,
consolidation, combination, reorganization or other transaction involving the Company resulting in less than fifty
percent (50%) of the combined voting power of the surviving or resulting entity being owned by the owner or owners of
the Company immediately prior to such transaction; (B) a stock sale, merger, consolidation, combination,
reorganization or other transaction involving AMH II, AMH Holdings, Inc. (“AMH”) or Associated
Materials Holdings, LLC (“Parent”) resulting in less than fifty percent (50%) of the combined voting
power of the surviving or resulting entity being owned by the shareholders or owners of AMH II, AMH or Parent, as
applicable, immediately prior to such transaction or (C) the liquidation or dissolution of the Company, AMH II,
AMH or Parent or the sale or other disposition of all or substantially all of the assets or business of the Company,
AMH II, AMH or Parent (other than, in the case of either clause (A), (B) or (C) above, in connection with any
employee benefit plan of the Company or an Affiliate).








	 	(iii)	 	
“Incentive Pay” means an annual cash bonus or annual cash incentive
compensation, in addition to base salary, made or to be made in regard to services rendered in any year or other period
pursuant to any bonus, incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan,
program or arrangement (whether or not funded) of the Company or an Affiliate, or any successor thereto;
provided that the Incentive Pay shall not include any stock options or other stock-based compensation or any
special management bonuses paid in connection with any debt offering or recapitalization of AMH II and/or another
Affiliate.








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For the avoidance of doubt, as of the date hereof,
Incentive Pay shall mean the annual incentive bonus arrangement described in Section 4(b).



	 	(iv)	 	
“Post-Change Period” means the period of time commencing on the
date of the first occurrence of a Change in Control and continuing until the second anniversary of the occurrence of
such Change in Control.








	 	(v)	 	
“Termination Date” means the date on which the Executive’s
employment with the Company or an Affiliate is terminated.







9. Termination of Compensation and Benefits;
Execution of Release; Coordination of Provisions. If the Executive’s employment terminates otherwise than in
a termination entitling him to severance pay and benefits pursuant to Section 7 or Section 8, the Executive
shall not be entitled to any severance, termination pay or similar compensation or benefits, provided that the
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 the Executive otherwise qualifies under Section 7 or Section 8, the Executive agrees to execute within
sixty (60) days following the date of the Executive’s termination of employment a general release of the
Company and the Affiliates and their respective officers, directors and employees from any and all claims, obligations
and liabilities of any kind whatsoever, including, without limitation, those arising from or in connection with the
Executive’s employment or termination of employment with the Company or this Agreement (including, without
limitation, civil rights claims), in such form as is requested by the Company, such release to be delivered, and to
have become fully irrevocable, on or before the end of such sixty (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
sixty (60)-day period, no amounts or benefits under Section 7 or 8 shall be or become payable (except that any
continued medical, dental or life insurance benefits may be provided during such sixty (60)-day period pursuant to
Section 7 or 8, as the case may be, but will cease to be provided on the last day of such period). Any severance
compensation and benefits to which the Executive may be entitled under Section 8 shall be in lieu of any severance
compensation or benefits to which the Executive may be entitled under Section 7. The Executive acknowledges and
agrees that, except as specifically described in Section 7 and Section 8, all of the 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.


10. 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 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 the 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



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under this Agreement or otherwise would not be so deductible (or whether the
Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either the
Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably
acceptable to the 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
Executive shall be entitled to 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 the Executive is not subject to the excise tax imposed by
Section 4999 of the Code). The Company shall provide the Executive with all information reasonably requested by
the Executive to permit the Executive to make such designation. In the event that the Executive fails to make such
designation within 10 business days of the date his employment with the Company or an Affiliate terminates, the Company
may effect such reduction in any manner it deems appropriate (beginning with cash payments).


11. 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, Ohio 44223
	 	 	 
	 	With copies to:
	Harvest Partners LLC

280 Park Avenue, 33rd Floor

New York, New York 10017

Attention: Ira D. Kleinman
	 	 	 
	 	and
	Investcorp International Inc.

280 Park Avenue, 36th Floor

New York, New York 10017

Attention: Thomas Sullivan
	 	 	 
	 	and
	White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Attention: Oliver C. Brahmst, Esq.
	 	 	 
	 	If to the Executive:
	Stephen Graham
AMI Corporate Offices








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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12. General.


(a) Governing Law. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York
applicable to contracts executed and to be performed entirely within said State.


(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. The Executive may not
assign his interest in or delegate his duties under this Agreement. This Agreement is for the employment of the
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 the Executive. The Executive
represents and warrants to the Company that the Executive is not subject to any contract, agreement, judgment, order or
decree of any kind, or any restrictive agreement of any character, that restricts the Executive’s ability to
perform his obligations under this Agreement or that would be breached by the Executive upon his performance of his
duties pursuant to this Agreement.


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



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(i) Survival. The covenants set forth in
Section 5 and the parties’ respective rights and obligations under Section 8 shall survive and shall
continue to be binding upon the Executive and the Company, as the case may be, notwithstanding the termination or
expiration of this Agreement or the termination of the Executive’s employment following a Change in Control for
any reason whatsoever.


(j) 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.


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


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


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


Date: 6/3/09 


By: /s/ Thomas
Chieffe                                       


Name: Thomas Chieffe 

Title: President and CEO


STEPHEN GRAHAM


Date: 6/3/09


/s/ Stephen
Graham                                             


 


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Exhibit A


Annual Incentive Bonus


The Executive’s annual incentive bonus for each
calendar year during the Employment Term shall be a percentage of the Executive’s base salary based upon the
achievement by AMH II of annual EBITDA Hurdles, or such other financial measures as may be established by the Board or
its Compensation Committee, with respect to the applicable calendar year, as follows:


	 	 	 
	Achievement of EBITDA Hurdles	 	Percentage of Base Salary
	Less than threshold	 	Zero
	Threshold	 	20.00%
	Target	 	60.00%
	Maximum	 	100.00%





If the actual EBITDA for a particular calendar year is
between two EBITDA Hurdles, the applicable percentage of base salary shall be determined by linear interpolation based
on the difference between such EBITDA Hurdles. For the avoidance of doubt, in no event shall the annual incentive bonus
exceed 100% of base salary. For purposes of the 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 April 1 of the calendar year to which the bonus relates.








	2.	 	
“EBITDA Hurdle” means threshold, target and maximum amounts of EBITDA with
respect to a calendar year, as determined in good faith by the Board or its Compensation Committee. EBITDA Hurdles
shall be adjusted consistent with the definition of EBITDA, in the discretion of the Board or its Compensation
Committee.








	3.	 	
EBITDA shall mean the consolidated net income of AMH II, adjusted to exclude deduction
of interest expense (net of interest income), income taxes, depreciation and amortization and the Harvest Fee pursuant
to the Management Agreement, dated as of April 19, 2002, between Harvest Partners, Inc. and Associated Materials
Incorporated, as amended from time to time, and to exclude gain or loss from sale of capital assets, and including
deduction of all bonuses paid or accrued with respect to the Executive and all other officers and employees of AMH II
and its subsidiaries (including, without limitation, the Executive’s bonus hereunder), for the relevant calendar
year, calculated otherwise in accordance with generally accepted accounting principles, subject to any adjustments made
in good faith by the Board or its Compensation Committee. EBITDA shall be determined by the Company’s management,
subject to audit or review by AMH II’s external accountants and approval, in good faith, by the Board or its
Compensation Committee. EBITDA shall exclude, without duplication, any transaction- or merger-related costs which are
expensed rather than capitalized; any revenue, expense, gain or







 


14









 











Exhibit A


loss from operations divested during the relevant calendar
year; the effect of inventory write-ups made due to purchase accounting; and any other non-recurring, extraordinary
items subject to approval, in good faith, by the Board or its Compensation Committee. EBITDA shall be adjusted to
reflect acquisitions, divestitures and other similar transactions involving AMH II or its subsidiaries, in the
discretion of the Board or its Compensation Committee.



	4.	 	
Any annual incentive bonus to which the Executive is entitled under this Agreement for
any calendar year shall be paid in a cash lump-sum within thirty days following the close of AMH II’s books and
completion of AMH II’s annual audit by its external accountants for such calendar year but in any event shall not
be paid later than March 15 of the calendar year immediately following the calendar year to which the bonus
relates.







The Executive’s entitlement to an annual incentive bonus shall be
determined by the Board or its Compensation Committee in good faith in accordance with this Exhibit A.



 


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