exv10w1



 






Exhibit 10.1




NCI BUILDING SYSTEMS, INC.

2003 LONG-TERM STOCK INCENTIVE PLAN




(As Amended and Restated March 11, 2005)




     1.      PURPOSE.   The purposes of the Plan are to attract and retain for the Company and its
Subsidiaries the best available personnel, to provide additional incentives to Employees, Directors
and Consultants, to increase their interest in the Company’s welfare, and to promote the success of
the business of the Company and its Subsidiaries.



     2.      INCENTIVE AWARDS AVAILABLE UNDER THE PLAN.   Awards granted under this Plan may be (a)
Incentive Stock Options, (b) Non-Qualified Stock Options, (c) Restricted Stock Awards; (d) Stock
Appreciation Rights; (e) Cash Awards; (f) Performance Share Awards; and (g) Phantom Stock Awards.



     3.      SHARES SUBJECT TO PLAN.   Subject to adjustment pursuant to Section 12(a) hereof, the total
number of shares of Common Stock that may be issued with respect to Awards granted under the Plan
shall not exceed 2,600,000 (the “Pool Limit”). At all times during the term of the Plan, the
Company shall allocate and keep available such number of shares of Common Stock as will be required
to satisfy the requirements of outstanding Awards under the Plan. The number of shares reserved
for issuance under the Plan shall be reduced only to the extent that shares of Common Stock are
actually issued in connection with the exercise or settlement of an Award; provided, however, that
the number of shares reserved for issuance shall be reduced by the total number of Stock
Appreciation Rights exercised. Shares of Common Stock issued pursuant to (i) Awards of Options or
Stock Appreciation Rights granted at any time or (ii) Awards of Restricted Stock, Phantom Stock or
Performance Share Awards granted prior to the Effective Date shall each count against the Pool
Limit as one (1) full share of Common Stock. Shares of Common Stock issued pursuant to a
Restricted Stock Award, Phantom Stock Award or Performance Share Award granted on or after the
Effective Date shall each count against the Pool Limit as one and one-half (1.5) shares of Common
Stock. Any shares of Common Stock covered by an Award (or a portion of an Award) that is forfeited
or canceled or that expires shall be deemed not to have been issued for purposes of determining the
maximum aggregate number of shares of Common Stock which may be issued under the Pool Limit and
shall remain available for Awards under the Plan. The shares to be delivered under the Plan shall
be made available from authorized but unissued shares of Common Stock or Common Stock held in the
treasury of the Company.



     4.      ELIGIBILITY.   Awards other than Incentive Stock Options may be granted to Employees,
Officers, Directors, and Consultants. Incentive Stock Options may be granted only to Employees.
The Committee in its sole discretion shall select the recipients of Awards. A Grantee may be
granted more than one Award under the Plan, and Awards may be granted at any time or times during
the term of the Plan. The grant of an Award to an Employee, Officer, Director or Consultant shall
not be deemed either to entitle that individual to, or to disqualify that individual from,
participation in any other grant of Awards under the Plan.



     5.      LIMITATION ON INDIVIDUAL AWARDS.   Except for Cash Awards described in Section 10(a), no
individual shall be granted, in any fiscal year, Awards under the Plan



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covering or relating to an aggregate of more than 250,000 shares of Common Stock. No
individual shall receive payment for Cash Awards during any fiscal year aggregating in excess of
$5,000,000. The preceding shall be applied in a manner which will permit compensation generated
under the Plan, where appropriate, to constitute “performance-based” compensation for purposes of
Section 162(m) of the Code.



     6.      STOCK OPTIONS.



          (a)      Grant of Options.   An Option is a right to purchase shares of Common Stock during the
option period for a specified exercise price. The Committee shall determine whether each Option
shall be granted as an Incentive Stock Option or a Non-Qualified Stock Option and the provisions,
terms and conditions of each Option including, but not limited to, the vesting schedule, the number
of shares of Common Stock subject to the Option, the exercise price of the Option, the period
during which the Option may be exercised, repurchase provisions, forfeiture provisions, methods of
payment, and all other terms and conditions of the Option.



          (b)      Limitations on Incentive Stock Options.   The aggregate Fair Market Value (determined as of
the date of grant of an Option) of Common Stock which any Employee is first eligible to purchase
during any calendar year by exercise of Incentive Stock Options granted under the Plan and by
exercise of Incentive Stock Options granted under any other incentive stock option plan of the
Company or a Subsidiary shall not exceed $100,000. If the Fair Market Value of stock with respect
to which all Incentive Stock Options described in the preceding sentence held by any one Optionee
are exercisable for the first time by such Optionee during any calendar year exceeds $100,000, the
Options (that are intended to be Incentive Stock Options on the date of grant thereof) for the
first $100,000 worth of shares of Common Stock to become exercisable in such year shall be deemed
to constitute Incentive Stock Options and the Options (that are intended to be Incentive Stock
Options on the date of grant thereof) for the shares of Common Stock in the amount in excess of
$100,000 that become exercisable in that calendar year shall be treated as Non-Qualified Stock
Options. If the Code or the Treasury regulations promulgated thereunder are amended after the
effective date of the Plan to provide for a different limit than the one described in this
Section 6(b), such different limit shall be incorporated herein and shall apply to any Options granted
after the effective date of such amendment.



          (c)      Acquisitions and Other Transactions.   Notwithstanding the provisions of Section 11(h), in
the case of an Option issued or assumed pursuant to Section 11(h), the exercise price and number of
shares for the Option shall be determined in accordance with the principles of Section 424(a) of
the Code and the Treasury regulations promulgated thereunder.



          (d)      Payment on Exercise.   Payment for the shares of Common Stock to be purchased upon exercise
of an Option may be made in cash (by check) or, if elected by the Optionee where permitted by law:
(i) if a public market for the Common Stock exists, through a “same day sale” arrangement between
the Optionee and a NASD Dealer whereby the Optionee elects to exercise the Option and to sell a
portion of the shares of Common Stock so purchased to pay for the exercise price and whereby the
NASD Dealer commits upon receipt of such shares of Common Stock to forward the exercise price
directly to the Company; (ii) if a public market for the Common Stock exists, through a “margin”
commitment from the Optionee and an NASD Dealer whereby the Optionee elects to exercise the Option
and to pledge the shares of Common



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Stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the exercise price, and whereby the NASD Dealer commits upon receipt of
such shares of Common Stock to forward the exercise price directly to the Company; or (iii) by
surrender for cancellation of Qualifying Shares at the Fair Market Value per share at the time of
exercise (provided that such surrender does not result in an accounting charge for the Company).
No shares of Common Stock may be issued until full payment of the purchase price therefor has been
made.



     7.      RESTRICTED STOCK AWARDS.



          (a)      Restricted Stock Awards.   A Restricted Stock Award is a grant of shares of Common stock
for such consideration, if any, and subject to such restrictions on transfer, rights of first
refusal, repurchase provisions, forfeiture provisions and other terms and conditions as are
established by the Committee.



          (b)      Forfeiture Restrictions.   Shares of Common Stock that are the subject of a Restricted
Stock Award shall be subject to restrictions on disposition by the Grantee and to an obligation of
the Grantee to forfeit and surrender the shares to the Company under certain circumstances (the
“Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Committee in
its sole discretion, and the Committee may provide that the Forfeiture Restrictions shall lapse on
the passage of time, the attainment of one or more performance targets established by the
Committee, or the occurrence of such other event or events determined to be appropriate by the
Committee; provided, however, that except as provided in Section 11 hereof, (i) for a Restricted
Stock Award based on the passage of time, the Forfeiture Restrictions shall lapse ratably over a
minimum period of four years, and (ii) for a Restricted Stock Award based on performance criteria
or any other event, the Forfeiture Restrictions shall not lapse prior to one year after grant of
the Restricted Stock Award. The Forfeiture Restrictions applicable to a particular Restricted
Stock Award (which may differ from any other such Restricted Stock Award) shall be stated in the
Restricted Stock Agreement.



          (c)      Rights as Stockholder.   Shares of Common Stock awarded pursuant to a Restricted Stock
Award shall be represented by a stock certificate registered in the name of the Grantee of such
Restricted Stock Award. The Grantee shall have the right to receive dividends with respect to the
shares of Common Stock subject to a Restricted Stock Award, to vote the shares of Common Stock
subject thereto and to enjoy all other stockholder rights with respect to the shares of Common
Stock subject thereto, except that, unless provided otherwise in this Plan, or in the Restricted
Stock Agreement, (i) the Grantee shall not be entitled to delivery of the shares of Common Stock
except as the Forfeiture Restrictions expire, (ii) the Company or an escrow agent shall retain
custody of the shares of Common Stock until the Forfeiture Restrictions expire, (iii) the Grantee
may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares of Common
Stock until the Forfeiture Restrictions expire.



          (d)      Stock Certificate Delivery.   One or more stock certificates representing shares of Common
Stock, free of Forfeiture Restrictions, shall be delivered to the Grantee promptly after, and only
after, the Forfeiture Restrictions have expired. The Grantee, by his or her acceptance of the
Restricted Stock Award, irrevocably grants to the Company a power of attorney to transfer any
shares so forfeited to the Company, agrees to execute any documents



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requested by the Company in connection with such forfeiture and transfer, and agrees that such
provisions regarding transfers of forfeited shares shall be specifically performable by the Company
in a court of equity or law.



          (e)      Payment for Restricted Stock.   The Committee shall determine the amount and form of any
payment for shares of Common Stock received pursuant to a Restricted Stock Award. In the absence
of such a determination, the Grantee shall not be required to make any payment for shares of Common
Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by
law.



          (f)      Forfeiture of Restricted Stock.   Unless otherwise provided in a Restricted Stock
Agreement, on termination of the Grantee’s employment or service prior to lapse of the Forfeiture
Restrictions, the shares of Common Stock which are still subject to the Restricted Stock Award
shall be forfeited by the Grantee. Upon any forfeiture, all rights of the Grantee with respect to
the forfeited shares of the Common Stock subject to the Restricted Stock Award shall cease and
terminate, without any further obligation on the part of the Company except to repay any purchase
price per share paid by the Grantee for the shares forfeited.



          (g)      Waiver of Forfeiture Restrictions; Committee’s Discretion.   With respect to a Restricted
Stock Award that has been granted to a Covered Employee where such Award has been designed to meet
the exception for performance-based compensation under Section 162(m) of the Code, the Committee
may not waive the Forfeiture Restrictions applicable to such Restricted Stock Award.



     8.      STOCK APPRECIATION RIGHTS.



          (a)      Stock Appreciation Rights.   A Stock Appreciation Right is a right to receive, upon
exercise of the right, shares of Common Stock or their cash equivalent in an amount equal to the
increase in Fair Market Value of the Common Stock between the grant and exercise dates. As of the
grant date of an Award of a Stock Appreciation Right, the Committee may specifically designate that
the Award will be paid (i) only in cash, (ii) only in stock or (iii) in such other form or
combination of forms as the Committee may elect or permit at the time of exercise.



          (b)      Tandem Rights.   Stock Appreciation Rights may be granted in connection with the grant of
an Option, in which case exercise of Stock Appreciation Rights will result in the surrender of the
right to purchase the shares under the Option as to which the Stock Appreciation Rights were
exercised. Alternatively, Stock Appreciation Rights may be granted independently of Options in
which case each Award of Stock Appreciation Rights shall be evidenced by a Stock Appreciation
Rights Agreement. With respect to Stock Appreciation Rights that are subject to Section 16 of the
Exchange Act, the Committee shall retain sole discretion (i) to determine the form in which payment
of the Stock Appreciation Right will be made (i.e., cash, securities or any combination thereof) or
(ii) to approve an election by a Grantee to receive cash in full or partial settlement of Stock
Appreciation Rights.



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          (c)      Limitations on Exercise of Stock Appreciation Rights.   A Stock Appreciation Right shall be
exercisable in whole or in such installments and at such times as determined by the Committee.



     9.      PERFORMANCE SHARE AWARDS AND PHANTOM STOCK AWARDS.



          (a)      Performance Share Awards.   A Performance Share Award is a right to receive shares of
Common Stock or their cash equivalent based on the attainment of pre-established performance goals
and such other conditions, restrictions and contingencies as the Committee shall determine. Each
Performance Share Award may have a maximum value established by the Committee at the time of such
Award. The Committee shall establish, with respect to and at the time of each Performance Share
Award, a performance period or periods over which the performance applicable to the Performance
Share Award of the Grantee shall be measured; provided, however, that the minimum performance
period shall be for one year after grant of the Performance Share Award. The Committee shall
determine the effect of termination of employment or service during the performance period on a
Grantee’s Performance Share Award, which shall be set forth in the Award Agreement.



          (b)      Phantom Stock Awards.   Phantom Stock Awards are rights to receive an amount equal to the
Fair Market Value of shares of Common Stock or rights to receive an amount equal to any
appreciation or increase in the Fair Market Value of the Common Stock over a specified period of
time, which may vest over a period of time as established by the Committee, without payment of any
amounts by the Grantee thereof (except to the extent otherwise required by law) or satisfaction of
any performance criteria or objectives. Each Phantom Stock Award may have a maximum value
established by the Committee at the time of such Award. The Committee shall establish, at the time
of grant of each Phantom Stock Award, a period over which the Award shall vest with respect to the
Grantee, and terms and conditions of forfeiture, which shall be set forth in the Award Agreement.



          (c)      Payment.   Following the end of the performance period of a Performance Share Award or the
determined period for a Phantom Stock Award, the Grantee shall be entitled to receive payment of an
amount, not exceeding the maximum value of the Award, if any, based on (1) the achievement of the
performance measures for such performance period for a Performance Share Award or (2) the then
vested value of the Phantom Stock Award, each as determined by the Committee. If awarded, cash
dividend equivalents may be paid during, or may be accumulated and paid at the end of, the
performance or determined period with respect to the Award, as determined by the Committee.



     10.      CASH AWARDS AND PERFORMANCE AWARDS.



          (a)      Cash Awards.   In addition to granting Options, Stock Appreciation Rights, Restricted Stock
Awards, Performance Share Awards and Phantom Stock Awards, the Committee shall, subject to the
limitations of the Plan, have authority to grant Cash Awards. Each Cash Award shall be subject to
such terms and conditions, restrictions and contingencies as the Committee shall determine.
Restrictions and contingencies limiting the right to receive a cash payment pursuant to a Cash
Award shall be based upon the achievement of single or multiple Performance Objectives over a
performance period established by the Committee. The



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determinations made by the Committee pursuant to this Section 10(a) shall be specified in the
applicable Award Agreement.



          (b)      Designation as a Performance Award.   The Committee shall have the right to designate any
Award of Options, Stock Appreciation Rights, Restricted Stock Awards, Performance Share Awards and
Phantom Stock Awards as a Performance Award. All Cash Awards shall be designated as Performance
Awards.



          (c)      Performance Objectives.   The grant or vesting of a Performance Award shall be subject to
the achievement of Performance Objectives over a performance period established by the Committee
based upon one or more of the following business criteria that apply to the Grantee, one or more
business units, divisions or Subsidiaries of the Company or the applicable sector of the Company,
or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of
companies: revenue; increased revenue; net income measures (including income after capital costs
and income before or after taxes); profit measures (including gross profit, operating profit,
economic profit, net profit before taxes and adjusted pre-tax profit); stock price measures
(including growth measures and total stockholder return); price per share of Common Stock; market
share; earnings per share or adjusted earnings per share (actual or growth in); earnings; earnings
before interest, taxes, depreciation, and amortization (EBITDA); earnings before interest and taxes
(EBIT); economic value added (or an equivalent metric); market value added; debt to equity ratio;
cash flow measures (including cash flow return on capital, cash flow return on tangible capital,
net cash flow and net cash flow before financing activities); return measures (including return on
equity, return on assets, return on capital, risk-adjusted return on capital, return on investors’
capital and return on average equity); operating measures (including operating income, funds from
operations, cash from operations, after-tax operating income; sales volumes, production volumes and
production efficiency); expense measures (including overhead cost and general and administrative
expense); changes in working capital; margins; stockholder value; total stockholder return;
proceeds from dispositions; total market value; customer satisfaction or growth; employee
satisfaction; and corporate values measures (including ethics compliance, environmental and
safety). Unless otherwise stated, such a Performance Objective need not be based upon an increase
or positive result under a particular business criterion and could include, for example,
maintaining the status quo or limiting economic losses (measured, in each case, by reference to
specific business criteria). The Committee shall have the authority to determine whether the
Performance Objectives and other terms and conditions of the Award are satisfied, and the
Committee’s determination as to the achievement of Performance Objectives relating to a Performance
Award shall be made in writing.



          (d)      Section 162(m) of the Code.   Notwithstanding the foregoing provisions, if the Committee
intends for a Performance Award to be granted and administered in a manner designed to preserve the
deductibility of the compensation resulting from such Award in accordance with Section 162(m) of
the Code, then the Performance Objectives for such particular Performance Award relative to the
particular period of service to which the Performance Objectives relate shall be established by the
Committee in writing (i) no later than 90 days after the beginning of such period and (ii) prior to
the completion of 25% of such period.



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          (e)      Waiver of Performance Objectives.   The Committee shall have no discretion to modify or
waive the Performance Objectives or conditions to the grant or vesting of a Performance Award
unless such Award is not intended to qualify as qualified performance-based compensation under
Section 162(m) of the Code and the relevant Award Agreement provides for such discretion.



     11.      GENERAL PROVISIONS REGARDING AWARDS.



          (a)      Form of Award Agreement.   Each Award granted under the Plan shall be evidenced by a
written Award Agreement in such form (which need not be the same for each Grantee) as the Committee
from time to time approves but which is not inconsistent with the Plan, including any provisions
that may be necessary to assure that Awards satisfy the requirements of Section 409A of the Code to
avoid the imposition of excise taxes thereunder, and that any Option that is intended to be an
Incentive Stock Option will comply with Section 422 of the Code.



          (b)      Awards Criteria.   In determining the amount and value of Awards to be granted, the
Committee may take into account the responsibility level, performance, potential, other Awards and
such other considerations with respect to a Grantee as it deems appropriate.



          (c)      Date of Grant.   The date of grant of an Award will be the date specified by the Committee
as the effective date of the grant of an Award or, if the Committee does not so specify, will be
the date on which the Committee makes the determination to grant such Award.



          (d)      Stock Price.   The exercise price or other measurement of stock value relative to any Award
shall be not less than 100% of the Fair Market Value of the shares of Common Stock for the date of
grant of the Award.   The exercise price of any Incentive Stock Option granted to a Ten Percent
Shareholder shall not be less than 110% of the Fair Market Value of the shares of Common Stock for
the date of grant of the Option.



          (e)      Period of Award.   Awards shall be exercisable or payable within the time or times or upon
the event or events determined by the Committee and set forth in the Award Agreement. Unless
otherwise provided in an Award Agreement, Awards other than Restricted Stock Awards shall terminate
on (and no longer be exercisable or payable after) the earlier of: (i) ten (10) years from the date
of grant; (ii) for an Incentive Stock Option granted to a Ten Percent Shareholder, five (5) years
from the date of grant of the Option; (iii) the 30th day after the Grantee is no longer serving in
any capacity as an Employee, Consultant or Director of the Company for a reason other than death of
the Grantee, Disability or retirement at or after the Normal Retirement Age; (iv) one year after
death; or (v) one year (with respect to an Incentive Option) or five years (with respect to any
other Award) after Disability of the Grantee or after his or her retirement at or after the Normal
Retirement Age from any capacity as an Employee, Consultant or Director of the Company.



          (f)      Acceleration of Vesting or Lapse of Restrictions.   If the Grantee dies or becomes Disabled
while serving as an Employee, Consultant or Director of the Company or retires at or after Normal
Retirement Age, or if there occurs a Change in Control, then 100% of the benefits dependent upon
lapse of time will become vested, all Forfeiture Restrictions and



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other forfeiture and repurchase provisions will lapse and, subject to meeting any performance
or other criteria for such Award, such benefits will be available thereafter for purchase or
payment during the Award term.



          (g)      Transferability.   Awards granted under the Plan, and any interest therein, shall not be
transferable or assignable by the Grantee, and may not be made subject to execution, attachment or
similar process, otherwise than by will or by the laws of descent and distribution, and shall be
exercisable or payable during the lifetime of the Grantee only by the Grantee; provided, that the
Grantee may designate persons who or which may exercise or receive his Awards following his death.
Notwithstanding the preceding sentence, Awards other than Incentive Stock Options may be
transferred to such family members, family member trusts, family limited partnerships and other
family member entities as the Committee, in its sole discretion, may approve prior to any such
transfer. No such transfer will be approved by the Committee if the Common Stock issuable under
such transferred Award would not be eligible to be registered on Form S-8 promulgated under the
Securities Act.



          (h)      Acquisitions and Other Transactions.   The Committee may, from time to time, approve the
assumption of outstanding awards granted by another entity, whether in connection with an
acquisition of such other entity or otherwise, by either (i) granting an Award under the Plan in
replacement of or in substitution for the awards assumed by the Company, or (ii) treating the
assumed award as if it had been granted under the Plan if the terms of such assumed award could be
applied to an Award granted under the Plan. Such assumption shall be permissible if the holder of
the assumed award would have been eligible to be granted an Award hereunder if the other entity had
applied the rules of this Plan to such grant.



          (i)      Payment.   Payment of an Award (i) may be made in cash, Common Stock or a combination
thereof, as determined by the Committee in its sole discretion, (ii) shall be made in a lump sum or
in installments as prescribed by the Committee in its sole discretion and (iii) to the extent
applicable, shall be based on the Fair Market Value of the Common Stock for the payment or exercise
date. The Committee may permit or require the deferral of payment, subject to such rules and
procedures as it may establish, which may include provisions for the payment or crediting of
interest, dividend equivalents or other forms of investment return; provided, however, that if
deferral is permitted, each provision of the Award shall be interpreted to permit the deferral only
as allowed in compliance with the requirements of Section 409A of the Code and any provision that
would conflict with such requirements shall not be valid or enforceable. The Committee intends
that any Awards under the Plan satisfy the requirements of Section 409A of the Code to avoid the
imposition of excise taxes thereunder.



          (j)      Notice.   If an Award involves an exercise, it may be exercised only by delivery to the
Company of a written exercise notice approved by the Committee, stating the number of shares of
Common Stock being exercised, the method of payment, and such other matters as may be deemed
appropriate by the Company in connection with the issuance of shares upon exercise, together with
payment in full of any exercise price for any shares being purchased.



          (k)      Withholding Taxes.   The Committee may establish such rules and procedures as it considers
desirable in order to satisfy any obligation of the Company to withhold



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the statutory prescribed minimum amount of federal or state income taxes or other taxes with
respect to any Award granted under the Plan. Prior to issuance of any shares of Common Stock, the
Grantee shall pay or make adequate provision acceptable to the Committee for the satisfaction of
the statutory minimum prescribed amount of any federal or state income or other tax withholding
obligations of the Company, if applicable. Upon exercise or payment of an Award, the Company shall
withhold or collect from the Grantee an amount sufficient to satisfy such tax withholding
obligations.



          (l)      Limitations on Exercise.   The obligation of the Company to issue any shares of Common
Stock or otherwise make payments hereunder shall be subject to the condition that any exercise and
the issuance and delivery of such shares and other actions pursuant thereto comply with the
Securities Act, all applicable state securities and other laws and the requirements of any stock
exchange or national market system upon which the shares of Common Stock may then be listed or
quoted, as in effect on the date of exercise. The Company shall be under no obligation to register
the shares of Common Stock with the Securities and Exchange Commission or to effect compliance with
the registration, qualification or listing requirements of any state securities laws or stock
exchange or national market system, and the Company shall have no liability for any inability or
failure to do so.



          (m)      Privileges of Stock Ownership.   Except as provided in the Plan with respect to Restricted
Stock Awards, no Grantee will have any of the rights of a shareholder with respect to any shares of
Common Stock subject to an Award until such Award is properly exercised and the purchased or
awarded shares are issued and delivered to the Grantee, as evidenced by an appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company. No adjustment shall be
made for dividends or distributions or other rights for which the record date is prior to such date
of issuance and delivery, except as provided in the Plan.



          (n)      Breach; Additional Terms.   A breach of the terms and conditions of this Plan or
established by the Committee pursuant to the Award Agreement shall cause a forfeiture of the Award.
At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms,
conditions or restrictions relating to the Award, including provisions pertaining to the
termination of the Grantee’s employment (by retirement, Disability, death or otherwise) prior to
expiration of the Forfeiture Restrictions or other vesting provisions. Such additional terms,
conditions or restrictions shall also be set forth in an Award Agreement made in connection with
the Award.



     12.      ADJUSTMENT UPON CHANGES IN CAPITALIZATION AND CORPORATE EVENTS.



          (a)      Capital Adjustments.   The number of shares of Common Stock (i) covered by each outstanding
Award granted under the Plan, the exercise, target or purchase price of such outstanding Award, and
any other terms of the Award that the Committee determines requires adjustment and (ii) available
for issuance under Section 3 shall be adjusted to reflect, as deemed appropriate by the Committee,
any increase or decrease in the number of shares of Common Stock resulting from a stock dividend,
stock split, reverse stock split, combination, reclassification or similar change in the capital
structure of the Company without receipt of



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consideration, subject to any required action by the Board or the shareholders of the Company
and compliance with applicable securities laws; provided, however, that a fractional share will not
be issued upon exercise of any Award, and either (i) any fraction of a share of Common Stock that
would have resulted will be cashed out at Fair Market Value or (ii) the number of shares of Common
Stock issuable under the Award will be rounded up to the nearest whole number, as determined by the
Committee.



          (b)      Change in Control.   Unless specifically provided otherwise with respect to Change in
Control events in an individual Award or Award Agreement or in a then-effective written employment
agreement between the Grantee and the Company or a Subsidiary, if, during the effectiveness of the
Plan, a Change in Control occurs, (i) each Award which is at the time outstanding under the Plan
shall automatically become fully vested and exercisable or payable, as appropriate, and be released
from any repurchase or forfeiture provisions, for all of the shares of Common Stock at the time
represented by such Award, (ii) the Forfeiture Restrictions applicable to all outstanding
Restricted Stock Awards shall lapse and shares of Common Stock subject to such Restricted Stock
Awards shall be released from escrow, if applicable, and delivered to the Grantees of the Awards
free of any Forfeiture Restriction, and (iii) all other Awards shall become fully vested and
payment thereof shall be accelerated using, if applicable, the then-current Fair Market Value to
measure any payment that is based on the value of the Common Stock or using such higher amount as
the Committee may determine to be more reflective of the actual value of such stock.



     13.      STOCKHOLDER APPROVAL.   The Company shall obtain the approval of the Plan by the Company’s
stockholders at the next annual meeting following its adoption by the Board, and no Awards shall be
made hereunder unless and until such approval is obtained; provided that if such approval is not
obtained, the Plan will continue as in effect immediately prior to the annual meeting.



     14.      ADMINISTRATION.   This Plan shall be administered by the Committee. The Committee shall
interpret the Plan and any Awards granted pursuant to the Plan and shall prescribe such rules and
regulations in connection with the operation of the Plan as it determines to be advisable for the
administration of the Plan. The Committee may rescind and amend its rules and regulations from
time to time. The interpretation by the Committee of any of the provisions of this Plan or any
Award granted under this Plan shall be final and binding upon the Company and all persons having an
interest in any Award or any shares of Common Stock or other payments received pursuant to an
Award.



     15.      EFFECT OF PLAN.   Neither the adoption of the Plan nor any action of the Board or the
Committee shall be deemed to give any Employee, Director or Consultant any right to be granted an
Award or any other rights except as may be evidenced by the Award Agreement, or any amendment
thereto, duly authorized by the Committee and executed on behalf of the Company, and then only to
the extent and on the terms and conditions expressly set forth therein. The existence of the Plan
and the Awards granted hereunder shall not affect in any way the right of the Board, the Committee
or the stockholders of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its business, any merger or
consolidation or other transaction involving the Company, any issue of bonds, debentures, or shares
of preferred stock ranking prior to or affecting the Common



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Stock or the rights thereof, the dissolution or liquidation of the Company or any sale or
transfer of all or any part of the Company’s assets or business, or any other corporate act or
proceeding by or for the Company. Nothing contained in the Plan or in any Award Agreement or in
other related documents shall confer upon any Employee, Director or Consultant any right with
respect to such person’s service or interfere or affect in any way with the right of the Company or
a Subsidiary to terminate such person’s employment or service at any time, with or without cause.



     16.      NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS.   Except as specifically provided in a
retirement or other benefit plan of the Company or a Subsidiary, Awards shall not be deemed
compensation for purposes of computing benefits or contributions under any retirement plan of the
Company or a Subsidiary, and shall not affect any benefits under any other benefit plan of any kind
or any benefit plan subsequently instituted under which the availability or amount of benefits is
related to level of compensation.



     17.      AMENDMENT OR TERMINATION OF PLAN.   The Board in its discretion may, at any time or from
time to time after the date of adoption of the Plan, terminate or amend the Plan in any respect,
including amendment of any form of agreement or instrument to be executed pursuant to the Plan;
provided, however, that the Company shall obtain stockholder approval of any amendment of the Plan
that changes its terms and provisions in a manner materially adverse to the Company and, if an
amendment of the Plan otherwise requires shareholder approval to comply with the Code, including
Sections 162(m) and 422 of the Code, or other applicable laws and regulations or the applicable
requirements of any stock exchange or national market system, the Company shall obtain stockholder
approval of any Plan amendment in such manner and to such a degree as required. No Award may be
granted after termination of the Plan. Any amendment or termination of the Plan shall not
adversely affect Awards previously granted, and such Awards shall otherwise remain in full force
and effect as if the Plan had not been amended or terminated, unless mutually agreed otherwise in a
writing signed by the Grantee and the Company.



     18.      EFFECTIVE DATE AND TERM OF PLAN.   The Plan as set forth herein shall continue in effect
for a term of ten (10) years after the Effective Date unless sooner terminated by action of the
Board.



     19.      GOVERNING LAW.   The Plan shall be construed and interpreted in accordance with the laws of
the State of Texas.



     20.      DEFINITIONS.   As used herein, unless the context requires otherwise, the following terms
shall have the meanings indicated below:



          (a)      “Award” means any right granted under the Plan, whether granted singly or in combination,
to a Grantee pursuant to the terms, conditions and limitations that the Committee may establish.



          (b)      “Award Agreement” means a written agreement with a Grantee with respect to any Award.



          (c)      “Board” means the Board of Directors of the Company.



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          (d)      “Cash Award” means an Award granted under Section 10(a) of the Plan.



          (e)      “Change in Control” of the Company means the occurrence of any of the following events:
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20 percent or more of the combined voting
power of the Company’s then outstanding securities; (ii) as a result of, or in connection with, any
tender offer or exchange offer, merger, or other business combination (a “Transaction”), the
persons who were directors of the Company immediately before the Transaction shall cease to
constitute a majority of the Board of Directors of the Company or any successor to the Company;
(iii) the Company is merged or consolidated with another corporation or transfers substantially all
of its assets to another corporation and as a result of the merger, consolidation or transfer less
than 50 percent of the outstanding voting securities of the surviving or resulting corporation
shall then be owned in the aggregate by the former stockholders of the Company; or (iv) a tender
offer or exchange offer is made and consummated for the ownership of securities of the Company
representing 30 percent or more of the combined voting power of the Company’s then outstanding
voting securities.



          (f)      “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.
Reference in the Plan to any section of the Code shall be deemed to include any amendments or
successor provisions to such section and any Treasury regulations promulgated under such section.



          (g)      “Committee” means the committee, (or committees), as constituted from time to time, of the
Board that is appointed by the Board to administer the Plan; provided, however, that while the
Common Stock is publicly traded, the Committee shall be a committee of the Board consisting solely
of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of
two or more Non-Employee Directors, in accordance with Rule 16b-3, as necessary in each case to
satisfy such requirements with respect to Awards granted under the Plan. Within the scope of such
authority, the Board or the Committee may delegate to a committee of one or more members of the
Board who are or are not Non-Employee Directors the authority to grant Awards to eligible persons
who are not then subject to Section 16 of the Exchange Act, and the term “Committee” as used herein
shall also be applicable to such committee. The Board may assume any or all of the powers and
responsibilities prescribed for the Committee, and to the extent it does so, the term “Committee”
as used herein shall also be applicable to the Board.



          (h)      “Common Stock” means the Common Stock, $0.01 par value per share, of the Company or the
common stock that the Company may in the future be authorized to issue in replacement or
substitution thereof.



          (i)      “Company” means NCI Building Systems, Inc., a Delaware corporation.



          (j)      “Consultant” means any person who is engaged by the Company or any Subsidiary to render
consulting or advisory services to the Company or such Subsidiary and who is a “consultant or
advisor” within the meaning of Rule 701 promulgated under the Securities Act or Form S-8
promulgated under the Securities Act.



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          (k)      “Covered Employee” means the chief executive officer and the four other most highly
compensated officers of the Company for whom total compensation is required to be reported to
stockholders under Regulation S-K, as determined for purposes of Section 162(m) of the Code.



          (l)      “Director” means a member of the Board or the board of directors of a Subsidiary.



          (m)      “Disability” means the “disability” of a person as defined in a then effective long-term
disability plan maintained by the Company that covers such person, or if such a plan does not exist
at any relevant time, “Disability” means the permanent and total disability of a person within the
meaning of Section 22(e)(3) of the Code. For purposes of determining the time during which an
Incentive Stock Option may be exercised under the terms of an Option Agreement, “Disability” means
the permanent and total disability of a person within the meaning of section 22(e)(3) of the Code.
Section 22(e)(3) of the Code provides that an individual is totally and permanently disabled if he
is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than twelve (12) months.



          (n)      “Effective Date” means the date on which the Plan, as amended and restated herein, is
approved by the stockholders of the Company.



          (o)      “Employee” means any person who is employed, within the meaning of Section 3401 of the
Code, by the Company or a Subsidiary. The provision of compensation by the Company or a Subsidiary
to a Director solely with respect to such individual rendering services in the capacity of a
Director shall not be sufficient to constitute “employment” by the Company or that Subsidiary.



          (p)      “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute. Reference in the Plan to any section of the Exchange Act shall be deemed to include any
amendments or successor provisions to such section and any rules and regulations relating to such
section.



          (q)      “Fair Market Value” means, as of any date, the value of the Common Stock determined as
follows:




          (i)      If the Common Stock is listed on any established stock exchange or traded
on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value
of a share of Common Stock shall be the closing sales price for such a share of
Common Stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of trading in
the Common Stock) on the last market trading day prior to the day of determination,
as reported in The Wall Street Journal or such other source as the Committee deems
reliable.




          (ii)      In the absence of any such established markets for the Common Stock, the
Fair Market Value shall be determined in good faith by the Committee.



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          (r)      “Grantee” means an Employee, Director or Consultant to whom an Award has been granted
under the Plan.



          (s)      “Incentive Stock Option” means an Option granted to an Employee under the Plan that meets
the requirements of Section 422 of the Code.



          (t)      “NASD Dealer” means a broker-dealer that is a member of the National Association of
Securities Dealers, Inc.



          (u)      “Non-Employee Director” means a Director of the Company who either (i) is not an Employee
or Officer, does not receive compensation (directly or indirectly) from the Company or a Subsidiary
in any capacity other than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not
engaged in a business relationship as to which disclosure would be required under Item 404(b) of
Regulation S-K or (ii) is otherwise considered a “non-employee director” for purposes of
Rule 16b-3.



          (v)      “Non-Qualified Stock Option” means an Option granted under the Plan that is not intended
to be an Incentive Stock Option.



          (w)      “Normal Retirement Age” means the age established by the Board from time to time as the
normal age for retirement of a Director or Employee, as applicable. In the absence of a
determination by the Board with respect to any class of Grantee, the Normal Retirement Age shall be
deemed to be 65 years of age.



          (x)      “Officer” means a person who is an “officer” of the Company or any Subsidiary within the
meaning of section 16 of the Exchange Act (whether or not the Company is subject to the
requirements of the Exchange Act).



          (y)      “Option” means an award granted under Section 6 of the Plan.



          (z)      “Option Agreement” means a written agreement with a Grantee with respect to the Award of
an Option.



          (aa)      “Optionee” means an individual to whom an Option has been granted under the Plan.



          (bb)      “Outside Director” means a Director of the Company who either (i) is not a current
employee of the Company or an “Subsidiary corporation” (within the meaning of the Treasury
regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company
or an “Subsidiary corporation” receiving compensation for prior services (other than benefits under
a tax qualified pension plan), has not been an officer of the Company or an “Subsidiary
corporation” at any time and is not currently receiving (within the meaning of the Treasury
regulations promulgated under Section 162(m) of the Code) direct or indirect remuneration from the
Company or an “Subsidiary corporation” for services in any capacity other than as a Director, or
(ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.



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          (cc)      “Performance Award” means an Award made pursuant to Section 10 of the Plan to a Grantee
that is subject to the attainment of one or more Performance Objectives.



          (dd)      “Performance Objective” means a standard established by the Committee to determine in
whole or in part whether a Performance Award shall be earned.



          (ee)      “Performance Share Award” means an Award granted under Section 9 of the Plan.



          (ff)      “Phantom Stock Award” means an Award granted under Section 10 of the Plan.



          (gg)      “Plan” means this NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as set
forth herein and as it may be amended from time to time.



          (hh)      “Qualifying Shares” means shares of Common Stock which either (i) have been owned by the
Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144
promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.



          (ii)      “Regulation S-K” means Regulation S-K promulgated under the Securities Act, as it may be
amended from time to time, and any successor to Regulation S-K. Reference in the Plan to any item
of Regulation S-K shall be deemed to include any amendments or successor provisions to such item.



          (jj)      “Restricted Stock Agreement” means a written agreement with a Grantee with respect to a
Restricted Stock Award.



          (kk)      “Restricted Stock Award” means an Award granted under Section 7 of the Plan.



          (ll)      “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as it may be amended
from time to time, and any successor to Rule 16b-3.



          (mm)      “Section” means a section of the Plan unless otherwise stated or the context otherwise
requires.



          (nn)      “Securities Act” means the Securities Act of 1933, as amended, and any successor statute.
Reference in the Plan to any section of the Securities Act shall be deemed to include any
amendments or successor provisions to such section and any rules and regulations relating to such
section.



          (oo)      “Spread” means an amount equal to the excess, if any, of the Fair Market Value of a share
of Common Stock for the date of exercise of a Stock Appreciation Right, over the exercise price of
such right.



          (pp)      “Stock Appreciation Right” means an Award granted under Section 8 of the Plan.



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          (qq)      “Stock Appreciation Rights Agreement” means a written agreement with a Grantee with
respect to an Award of Stock Appreciation Rights.



          (rr)      “Subsidiary” means (i) for purposes of Awards other than Incentive Stock Options, any
corporation, partnership or other entity of which a majority of the voting equity securities or
equity interest is owned, directly or indirectly, by the Company, and (ii) with respect to an
Option that is intended to be an Incentive Stock Option, any “subsidiary corporation” of the
Company as defined in Section 424(f) of the Code, any other entity that is taxed as a corporation
under Section 7701(a)(3) of the Code and is a member of the “Subsidiary group” as defined in
Section 1504(a) of the Code of which the Company is the common parent, and any other entity that
may be permitted from time to time by the Code or by the Internal Revenue Service to be an employer
of Employees to whom Incentive Stock Options may be granted.



          (ss)      “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to
Section 424(d) of the Code) at the time an Option is granted stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company or of any of its
Subsidiaries.




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