(c) Consideration. At the time of any exercise of the Option, the purchase price ofthe shares of Stock as to which the Option shall be exercised shall be paid to the Company (i) inUnited States dollars by personal check, bank draft or money order; (ii) if permitted by applicablelaw and approved by the Committee, with Common Stock already owned by the Optionee, and purchasedor held for the requisite period of time as necessary to avoid a charge to the Company’s or anyAffiliate’s earnings for financial reporting purposes, having a total Fair Market Value on the dateof such exercise of the Option equal to such purchase price of the shares of Stock for which theOption is so exercised; or (iii) a combination of the consideration provided for in the foregoingclauses (i) through (ii).(d) Exercise Upon Death, Disability or Termination of Employment. The Option shallterminate upon the termination, for any reason, of the Optionee’s employment with the Company or anAffiliate, and no shares of Stock may thereafter be purchased under the Option except as follows:(i) In the event of the death of the Optionee while an employee of the Company or anAffiliate, the Option, to the extent the Option would be exercisable in accordance withSection 2(b) hereof as of the date of his death, may be exercised after his death by hisdesignated beneficiary, his heir, the legal representative of the Optionee’s estate or bythe legatee of the Optionee under his last will for a period of one (1) year from the dateof his death or until the expiration of the stated period of the Option, whichever period isthe shorter.(ii) If the Optionee’s employment with the Company or an Affiliate shall terminate byreason of Disability, the Option, to the extent exercisable in accordance with Section 2(b)hereof as of the date of such termination of employment, may be exercised after suchtermination but may not be exercised after the expiration of the period of one (1) year fromthe date of such termination of employment or of the stated period of the Option, whicheverperiod is the shorter.(iii) If the Optionee voluntarily terminates his employment with the Company or anAffiliate, or the Company or such Affiliate terminates the Optionee’s employment without“Cause” (within the meaning of the employment agreement between Associated MaterialsIncorporated, an indirect wholly-owned subsidiary of the Company, and the Optionee (the“Employment Agreement”), or, if no such employment agreement is in effect, as determined bythe Committee in its discretion), the Option, to the extent exercisable in accordance withSection 2(b) hereof as of the date of such termination, may thereafter be exercised but maynot be exercised after the expiration of the period of three (3) months from the date ofsuch termination of employment or of the stated period of the Option, whichever period isthe shorter.(iv) If the Optionee dies after termination of his employment with the Company and/oran Affiliate under paragraph (ii) or (iii) of this Section 2(d) above during the one (1)year or three (3) month period following such termination specified in such paragraphs, theOption, to the extent the Option would have been exercisable in accordance with suchapplicable paragraph (ii) or (iii) as of the date of the Optionee’s death, may be exercisedafter his death by his designated beneficiary, his heir, the legalrepresentative of his estate or by the legatee of the Optionee under his last willuntil the expiration of the period of one (1) year from the date of his death or of thestated period of the Option, whichever period is the shorter.
 
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(v) If the Optionee’s employment is terminated by the Company or an Affiliate forCause, the Option shall automatically, without any further action required by the Company,terminate on the date of such termination of employment and no shares of Stock maythereafter be purchased under the Option.(e) Nontransferability. The Option shall not be transferable by the Optionee exceptthat the Optionee may transfer the Option to (a) his or her spouse, child, estate, personalrepresentative, heir or successor, (b) a trust for the benefit of the Optionee or his or herspouse, child or heir, or (c) a partnership or limited liability company the partners or members ofwhich consist solely of the Optionee and/or his or her spouse, child, heir, and/or successor (each,a “Permitted Transferee”) and the Option is exercisable, during the Optionee’s lifetime, only byhim or her or a Permitted Transferee, or, in the event of the Optionee’s death or Disability, hisor her executor, guardian or legal representative. More particularly (but without limiting thegenerality of the foregoing), the Option may not be assigned, transferred (except as aforesaid),pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not besubject to execution, attachment or similar process. Any assignment, transfer, pledge,hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy ofany attachment or similar process upon the Option that would otherwise effect a change in theownership of the Option, shall terminate the Option; provided, however, that, in the case of theinvoluntary levy of any attachment or similar involuntary process upon the Option, the Optioneeshall have thirty (30) days after notice thereof to cure such levy or process before the Optionterminates. This Agreement shall be binding on and enforceable against any person who is aPermitted Transferee of the Option.(f) Withholding Taxes. At the time of receipt of Stock upon the exercise of all orany part of the Option, the Optionee shall be required to pay to the Company in cash (or make otherarrangements, in accordance with Section 9 of the Plan, for the satisfaction of) any taxes of anykind required by law to be withheld with respect to such Stock. In no event shall Stock bedelivered to the Optionee until the Optionee has paid to the Company in cash, or made arrangementssatisfactory to the Company regarding the payment of, the amount of any taxes of any kind requiredby law to be withheld with respect to the Stock subject to the Option, and the Company shall havethe right to deduct any such taxes from any payment of any kind otherwise due to the Optionee.(g) No Rights as Stockholder. Neither the Optionee nor any other person shall becomethe beneficial owner of the shares of Stock subject to the Option, nor have any rights to dividendsor other rights as a stockholder with respect to any such shares, until the Optionee has exercisedthe Option in accordance with the provisions hereof and of the Plan.(h) No Right to Continued Employment. Neither the Option nor any terms contained inthis Agreement shall confer upon the Optionee any express or implied right to be retained in theservice of the Company or an Affiliate for any period or at all, nor restrict in any way the rightof the Company or any Affiliate, which right is hereby expressly reserved, toterminate his employment at any time with or without cause. The Optionee acknowledges andagrees that any right to exercise the Option is earned only by continuing as an employee of theCompany and the Affiliates, or satisfaction of any other applicable terms and conditions containedin this Agreement and the Plan, and not through the act of being hired, being granted the Option oracquiring shares of Stock hereunder.
 
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(i) Inconsistency with Plan. Notwithstanding any provision herein to the contrary,the Option provides the Optionee with no greater rights or claims than are specifically providedfor under the Plan. If and to the extent that any provision contained in this Agreement conflictswith the Plan, the Plan shall govern.(j) Compliance with Laws, Regulations and Stockholders Agreement. The Option and theobligation of the Company to sell and deliver shares of Stock hereunder shall be subject in allrespects to (i) all applicable Federal and state laws, rules and regulations; (ii) anyregistration, qualification, approvals or other requirements imposed by any government orregulatory agency or body which the Committee shall, in its sole discretion, determine to benecessary or applicable; and (iii) the terms, conditions and limitations of the StockholdersAgreement, dated as of December 22, 2004, by and among the Company, Harvest Partners III, L.P.,Harvest Partners III Beteiligungsgesellschaft Bürgerlichen Rechts (mit Haftungsbeschränkung),Harvest Partners IV, L.P., and Harvest Partners IV GmbH & Co. KG (collectively, the “HarvestFunds”), and AM Holding Limited, AM Equity Limited, AM Investments Limited, Associated EquityLimited and Associated Investments Limited, and the other parties named therein (as such agreementmay be amended from time to time, the “Stockholders Agreement”). Moreover, the Option may not beexercised if its exercise, or the receipt of shares of Stock pursuant thereto, would be contrary toapplicable law. If at any time the Company shall determine, in its discretion, that the listing,registration or qualification of shares of Stock upon any national securities exchange or under anystate or Federal law, or the consent or approval of any governmental regulatory body, is necessaryor desirable, the Company shall not be required to deliver any certificates for shares of Stock tothe Optionee or any other person unless and until such listing, registration, qualification,consent or approval shall have been effected or obtained, or otherwise provided for, free of anyconditions not acceptable to the Company.3. Investment Representation. If at the time of exercise of all or part of the Optionthe Stock is not registered under the Securities Act and/or there is no current prospectus ineffect under the Securities Act with respect to the Stock, the Optionee shall execute, prior to theissuance of any shares of Stock to the Optionee by the Company, an agreement (in such form as theCommittee may specify) in which the Optionee, among other things, represents, warrants and agreesthat the Optionee is purchasing or acquiring the shares acquired under this Agreement for theOptionee’s own account, for investment only and not with a view to the resale or distributionthereof, that the Optionee has knowledge and experience in financial and business matters, that theOptionee is capable of evaluating the merits and risks of owning any shares of Stock purchased oracquired under this Agreement, that the Optionee is a person who is able to bear the economic riskof such ownership and that any subsequent offer for sale or distribution of any of such sharesshall be made only pursuant to (i) a registration statement on an appropriate form under theSecurities Act, which registration statement has become effective and is current withregard to the shares being offered or sold, or (ii) a specific exemption from the registrationrequirements of the Securities Act, it being understood that to the extent any such exemption isclaimed, the Optionee shall, prior to any offer for sale or sale of such shares, obtain a priorfavorable written opinion, in form and substance satisfactory to the Committee, from counsel for orapproved by the Committee, as to the applicability of such exemption thereto.
 
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4. Lock-Up Period. In the event and to the extent requested by the managingunderwriter or, if the securities of the Company are not being disposed of in an underwrittenpublic offering pursuant to an effective registration statement filed with the Securities andExchange Commission, if requested by the Company, the Optionee agrees not to offer, pledge, lend,sell, contract to sell, make any short sale of, grant any option, right or warrant for the purchaseof, enter into any swap, hedging or other arrangement that transfers to another, in whole or inpart, any of the economic consequences of ownership of, or otherwise transfer or dispose, directlyor indirectly, of any securities of the Company (each such action, a “Transfer”), other than thosesecurities included in such registration pursuant to the Stockholders Agreement for the thirty (30)days prior to and the ninety days (90) days (one hundred and eighty (180) days in the case of theinitial public offering of the common stock of the Company pursuant to an effective registrationstatement filed with the Securities Exchange Commission) after the effectiveness of theregistration statement pursuant to which such public offering shall be made (or such shorter periodof time as is sufficient and appropriate, in the opinion of the managing underwriter or, as thecase may be, the Company in order to complete the sale and distribution of the securities includedin such public offering; *provided*that in no event shall such shorter period of time with respectto the Optionee be shorter than any such period for any other stockholder of the Company); *provided*that the limitations contained in this Section 4 shall not apply to the extent the Optionee isprohibited by applicable law from so withholding such securities from sale during such period.5. Company’s Right to Purchase Stock. (a) (i) Upon termination under anycircumstances of the Optionee’s employment with the Company or an Affiliate, the Company shall havethe right, but not the obligation, to purchase any or all of the shares of Stock which have beenpurchased by the Optionee, or any person permitted to exercise the Option under Section 2(d)hereof, pursuant to exercise of the Option (“Option Stock”), and which the Optionee, such otherperson, or any permitted donee of such Stock, under Section 6 hereof, then holds by deliveringwritten notice (the “Repurchase Notice”) to the Optionee and/or such donee of Option Stock or otherperson permitted to exercise the Option, as applicable, within sixty (60) calendar days after thelast date on which the Option may be exercised in accordance with Section 2(d) hereof at thepurchase price determined in accordance with subparagraph (ii) or (iii), as applicable, of thisSection 5(a); *provided*, *however*, that if any Option Stock has been held by the Optionee or suchdonee or other person, as the case may be, for six (6) months or less at any time the Company isentitled to exercise its right to purchase such Option Stock under this Section 5(a)(i) but forthis *proviso*, the Company may exercise such right to purchase such Option Stock within sixty (60)calendar days after such Option Stock has first been held by the Optionee or such donee or otherperson for greater than six (6) months.
 
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(ii) If such termination of the Optionee’s employment is by the Company or anAffiliate other than for Cause, the purchase price to be paid by the Company for any shares of Option Stock to be purchased by the Company pursuant to this Section 5(a)shall be the fair market value of such shares of Option Stock as of the date the Companypurchases such shares in accordance with this Section 5, as determined in good faith by theCommittee (without discount for lack of marketability or minority interest), based upon acustomary appraisal prepared by an independent appraisal company, or such other reasonablevaluation method as the Committee shall select and apply as of the given date.(iii) If such termination of the Optionee’s employment is by the Company or anAffiliate for Cause, or is by the Optionee, the purchase price to be paid by the Company forany shares of Option Stock to be purchased by the Company pursuant to this Section 5(a)shall be the lesser of: (A) the fair market value (as determined by the Committee inaccordance with subparagraph (ii) of this Section 5(a)) of such shares of Option Stock as ofthe date the Company purchases such shares in accordance with this Section 5 and (B) thepurchase price set forth in Section 1 hereof for such shares of Option Stock.(b) If the Company shall elect to exercise its right to purchase any Option Stock under thisSection 5, the closing of such purchase by the Company shall take place no later than forty-five(45) days after the exercise of such right, which time in the case of the death of the Optionee maybe extended to provide for probate of the Optionee’s estate. On the date scheduled for suchclosing, the price for the shares of Option Stock to be purchased by the Company, determined inaccordance with paragraph (a) of this Section 5, shall be paid by the Company by check or checks tothe record holder of such shares against delivery of a certificate or certificates representing thepurchased shares in proper form for transfer. Notwithstanding the immediately preceding sentenceto the contrary, the Company may pay such price for the shares of Option Stock to be purchased bythe Company, in whole or in part, by offsetting amounts outstanding under any indebtedness orobligations owed by the Optionee or any other person permitted to exercise the Option under Section2(d) hereof to the Company or any Affiliate. In connection with such closing, such record holdershall warrant in writing to the Company good and marketable title to Option Stock, free and clearof all claims, liens, charges, encumbrances and security interests of any nature whatsoever exceptthose under this Agreement. Notwithstanding anything to the contrary contained herein, allrepurchases of Option Stock by the Company will be subject to applicable restrictions containedunder Delaware law and in the Company’s and any Affiliate’s debt and equity financing agreements.If any such restrictions prohibit the Company’s purchase of Option Stock pursuant to this Section 5which the Company is otherwise entitled to make, the Company may make such purchases as soon as itis permitted to do so under such restrictions, and all restrictions on the transfer of Option Stockin effect on the date such Company purchase right arose shall remain in effect until fifteen (15)days after the end of the period in which the Company is permitted to make such purchases.
 
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(c) None of the shares of Option Stock shall be transferred on the Company’s books nor shallthe Company recognize any such purported Transfer of any such shares or any interest therein unlessand until all applicable provisions of Sections 4, 5 and 6 of this Agreement have been compliedwith in all respects. The certificates evidencing shares of Option Stock shall bear the legendrequired in the Stockholders Agreement, as well as the legend to the following effect:“The shares represented by this certificate are subject to certain restrictions againsttransfer set forth in a Stockholders Agreement, dated as of December 22, 2004, by and amongAMH Holdings II, Inc. (the “Company”), Harvest Partners III, L.P., Harvest Partners IIIBeteiligungsgesellschaft Bürgerlichen Rechts (mit Haftungsbeschränkung), Harvest PartnersIV, L.P., and Harvest Partners IV GmbH & Co. KG, and AM Holding Limited, AM Equity Limited,AM Investments Limited, Associated Equity Limited and Associated Investments Limited, andthe other parties named therein (as such agreement may be amended from time to time), and aStock Option Award Agreement between the stockholder to whom the shares were originallyissued and the Company, dated May  _____, 2008, as may be amended from time to time. Such shares are also subject to a call option of the Company as described in Section 5 of suchStock Option Award Agreement.”(d) The parties agree  that irreparable damage would occur in the event that any of theprovisions of this Section 5 were not performed in accordance with their specific terms or wereotherwise breached. Accordingly, the parties shall be entitled to an injunction or injunctions toprevent breaches of this Section 5 and to enforce specifically the terms and provisions of thisSection 5, in addition to any other remedy to which they are entitled at law or in equity.6. Restrictions on Transfer of Option Stock. The Optionee shall not Transfer sharesof Option Stock received by the Optionee (or any interest or right in such shares) except: (a) tothe Company, to the extent permitted under the Stockholders Agreement; (b) pursuant to aregistration statement filed pursuant to the Securities Act or, at any time after an initial publicoffering of the Company, pursuant to Rule 144 under the Securities Act in an unsolicited brokeragetransaction to the public; or (c) as otherwise permitted under the Stockholders Agreement.7. Certain Other Representations and Covenants of the Optionee. The Optionee herebyacknowledges receipt of a copy of the Plan and the Stockholders Agreement, and represents that heis familiar with the terms and provisions thereof. The Optionee hereby represents and acknowledgesthat he has reviewed the Plan, this Agreement and the Stockholders Agreement in their entirety, hashad an opportunity to obtain the advice of counsel prior to executing this Agreement and theStockholders Agreement, and fully understands all provisions of the Plan, this Agreement and theStockholders Agreement. The Optionee hereby agrees to be bound by all of the terms and provisionsof the Plan, this Agreement and the Stockholders Agreement, including the terms and provisionsadopted after the granting of the Option but prior to the complete exercise hereof, subject to thelast paragraph of Section 13 of the Plan as in effect on the date hereof. The Optionee herebyagrees to accept as binding, conclusive and final all decisions and interpretations of theCommittee or the Board made in good faith upon any questions arising under the Plan, thisAgreement, the Stockholders Agreement or otherwise relating to the Option.8. Forfeiture. Notwithstanding any other provisions of this Agreement to thecontrary, in the event of a breach by the Optionee of any of the Optionee’s covenants set forth inthe Employment Agreement, or in the event that the Optionee’s employment is terminated by theCompany or an Affiliate for Cause, then the Option shall thereupon automatically terminate andcease to thereafter be exercisable with respect to any shares of Stock without any furtheraction required by the Company.
 
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9. Notices. Any Notice or other communication required or permitted hereunder shallbe in writing and in accordance with the Plan, and shall deemed to have been duly given ifdelivered in person or by facsimile or sent by nationally-recognized overnight courier or firstclass registered or certified mail, return receipt requested, postage prepaid, to the other partyat the following addresses (or at such other address as shall be given in writing by either partyto the other):If to the Company to:AMH Holdings II, Inc.