2. Performance. Executive will serve the Company faithfully and to the best of hisability and will devote his full business time, energy, experience and talents to the business ofthe Company andthe Affiliates; provided, that it shall not be a violation of this Agreement forExecutive to manage his personal investments and business affairs, or to engage in or serve suchcivic, community, charitable, educational, or religious organizations as he may reasonably selectso long as such service does not interfere with Executive’s performance of his duties hereunder.3. Employment Term. Subject to earlier termination pursuant to Section 6, Executive’sterm of employment hereunder shall begin upon the Commencement Date and continue through the datewhich is three years following the Commencement Date; provided, that beginning on the thirdanniversary of the Commencement Date, and on each subsequent anniversary of the Commencement Date,such term shall be automatically extended by an additional one year beyond the end of thethen-current term, unless, at least 90 days before such second anniversary of the CommencementDate, or 90 days before any such subsequent anniversary of the Commencement Date, the Board giveswritten notice to Executive that the Company does not desire to extend the term of this Agreement,in which case, the term of employment hereunder shall terminate as of the third anniversary of theCommencement Date or the end of the then-current term, as applicable (the term of employmenthereunder, including any extensions, in accordance with this Section 3, shall be referred to hereinas the “Employment Term”).4. Compensation and Benefits.(a) Salary. As compensation for his services hereunder and in consideration ofExecutive’s other agreements hereunder, during the Employment Term, the Company shall pay Executivea base salary, payable in equal installments in accordance with the Company’s payroll procedures,at an annual rate of $600,000, subject to annual review by the Board (or its compensationcommittee), which may increase but not decrease Executive’s base salary. Executive’s annual rateof base salary shall increase to $625,000 effective April 1, 2011 and will be further increased to$650,000 effective April 1, 2012.(b) Annual Incentive Bonus; Stock Option Plan and Special Retention Incentive Bonus.(1) Commencing on the Commencement Date, Executive shall be entitled toparticipate in an annual incentive bonus arrangement established by the Company onterms and conditions substantially as set forth in Exhibit A hereto. Anyannual incentive bonus to which Executive is entitled under this Agreement for anycalendar year shall be paid in a cash lump-sum within 30 days following the close ofIntermediate’s books and completion of Intermediate’s annual audit by its externalaccountants for such calendar year but in any event shall not be paid later thanMarch 15th of the calendar year immediately following the calendar yearto which the bonus relates.(2) Executive shall also be entitled to participate in the stock option planestablished by Parent.(3) Subject to Section 9, Executive shall also be entitled to receive a SpecialRetention Incentive Bonus payable in four equal installments of $500,000 each on (orwithin 30 days after) October 1, 2010, October 1, 2011, October 1, 2012, and October1, 2013, so long as Executive is continuously actively employed by the Companythrough each such date, or such continuous active employment is terminated by theCompany without Cause (as defined in Section 6) or by Executive for Good Reason (asdefined in Section 7(b)) or due to disability (as determined in the good faithdiscretion of the Board) or death. Executive acknowledges that the firstinstallment of the Special Retention Incentive Bonus was paid to him on October 1,2010.
 
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(4) Executive shall not be entitled to participate in any bonus plan, programor arrangement of the Company or an Affiliate, other than as specifically providedin this Section 4(b).(c) Retirement, Medical, Dental and Other Benefits. During the Employment Term,Executive shall, in accordance with the terms and conditions of the applicable plan documents andall applicable laws, be eligible to participate in the various retirement, medical, dental andother employee benefit plans made available by the Company, from time to time, for its executives.(d) Vacation; Sick Leave. During the Employment Term, Executive shall be entitled tonot less than four weeks of vacation during each calendar year and sick leave in accordance withthe Company’s policies and practices with respect to its executive officers.(e) Business Expenses. The Company shall reimburse or advance payment to Executivefor all reasonable expenses actually incurred by him in connection with the performance of hisduties hereunder in accordance with policies established by the Company from time to time andsubject to receipt by the Company of appropriate documentation.5. Covenants of Executive. Executive acknowledges that in the course of hisemployment 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 theAffiliates. Therefore, the Company and Executive mutually agree that it is in the interest of bothparties for Executive to enter into the restrictive covenants set forth in this Section 5 and thatsuch restrictions and covenants are reasonable given the nature of Executive’s duties and thenature of the Company’s business.(a) Noncompetition. During the Employment Term and for the two-year period followingtermination of the Employment Term (the “Restricted Period”), Executive shall not, withinany jurisdiction or marketing area in which the Company or any Affiliate is doing or is qualifiedto do business, directly or indirectly, own, manage, operate, control, be employed by orparticipate in the ownership, management, operation or control of, or be connected in any mannerwith, any Business (as hereinafter defined); provided that Executive’s ownership ofsecurities of two percent (2%) or less of any class of securities of a public company shall not, byitself, be considered to be competition with the Company or any Affiliate. For purposes of thisAgreement, “Business” shall mean the manufacturing, production, distribution or sale ofexterior residential building products, including, without limitation, vinyl siding, windows,fencing, decking, railings and garage doors, or any other business of a type and character engagedin by the Company or an Affiliate during the Employment Term (including, without limitation, anybusiness in which the Company or any Affiliate has specific plans to conduct in the future and asto which Executive was aware of such planning at or prior to the time Executive’s employment isterminated).(b) Nonsolicitation. During the Employment Term and the Restricted Period, Executiveshall not, directly or indirectly, (i) hire or employ, solicit for employment or otherwise contractfor the services of any individual who is or was an employee or consultant of the Company or anyAffiliate; (ii) otherwise induce or attempt to induce any employee or consultant of the Company oran Affiliate to leave the employ or service of the Company or such Affiliate, or in any wayinterfere with the relationship between the Company or any Affiliate and any employee or consultantrespectively thereof; or (iii) induce or attempt to induce any customer, supplier, licensee orother business relation of the Company or any Affiliate to cease doing business with the Company orsuch Affiliate, or interfere in any way with the relationship between any such customer, supplier,licensee or business relation and the Company or any Affiliate.
 
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(c) Nondisclosure; Inventions. For the Employment Term and at all times thereafter,(i) Executive shall not divulge, transmit or otherwise disclose (except as legally compelled bycourt order, and then only to the extent required, after prompt notice to the Board of any suchorder), directly or indirectly, other than in the regular and proper course of business of theCompany and the Affiliates, any customer lists, trade secrets or other confidential knowledge orinformation with respect to the operations or finances of the Company or any Affiliates or withrespect to confidential or secret processes, services, techniques, customers or plans with respectto the Company or the Affiliates, including, without limitation, any know-how, research anddevelopment, software, databases, inventions, processes, formulae, technology, designs and otherintellectual property, information concerning finances, investments, profits, pricing, costs,products, services, vendors, customers, clients, partners, investors, personnel, compensation,recruiting, training, advertising, sales, marketing, promotions, government and regulatoryactivities and approvals concerning the past, current or future business, activities and operationsof the Company and the Affiliates (all of the foregoing collectively hereinafter referred to as“Confidential Information”), and (ii) Executive will not use, directly or indirectly, anyConfidential Information for the benefit of anyone other than the Company and the Affiliates;provided, that Executive has no obligation, express or implied, to refrain from using ordisclosing to others any such knowledge or information which is or hereafter shall become availableto the general public other than through disclosure by Executive. All Confidential Information,new processes, techniques, know-how, methods, inventions, plans, products, patents and devicesdeveloped, made or invented by Executive, alone or with others, while an employee of the Companywhich are related to the business of the Company and the Affiliates shall be and become the soleproperty of the Company, unless released in writing by the Board, and Executive hereby assigns anyand all rights therein or thereto to the Company.(d) Nondisparagement. During the Employment Term and at all times thereafter,Executive shall not take any action to disparage or criticize the Company or any Affiliate or theirrespective employees, directors, owners or customers or to engage in any other action that injuresor hinders the business relationships of the Company or any Affiliate. Nothing contained in thisSection 5(d) shall preclude 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 incomputer-readable form) or property relating or belonging to the Company or an Affiliate, whetherprepared by Executive or otherwise coming into his possession in the course of the performance ofhis services under this Agreement, shall be the exclusive property of the Company and shall bedelivered to the Company, and not retained by Executive (including, without limitations, any copiesthereof), promptly upon request by the Company and, in any event, promptly upon termination of theEmployment Term.(f) Enforcement. Executive acknowledges that a breach of his covenants contained inthis Section 5 may cause irreparable damage to the Company and the Affiliates, the exact amount ofwhich would be difficult to ascertain, and that the remedies at law for any such breach orthreatened breach would be inadequate. Accordingly, Executive agrees that if he breaches orthreatens to breach any of the covenants contained in this Section 5, in addition to any otherremedy which may be available at law or in equity, the Company and the Affiliates shall be entitledto specific performance and injunctive relief to prevent the breach or any threatened breachthereof without bond or other security or a showing that monetary damages will not provide anadequate remedy.(g) Scope of Covenants. The Company and Executive further acknowledge that the time,scope, geographic area and other provisions of this Section 5 have been specifically negotiated bysophisticated commercial parties and agree that all such provisions are reasonable under thecircumstances of the activities contemplated by this Agreement. In the event that the agreementsin this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable byreason oftheir extending for too great a period of time or over too great a geographical area or byreason of their being too extensive in any other respect, they shall be interpreted to extend onlyover the maximum period of time for which they may be enforceable and/or over the maximumgeographical area as to which they may be enforceable and/or to the maximum extent in all otherrespects as to which they may be enforceable, all as determined by such court in such action.
 
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6. Termination. The employment of Executive hereunder shall automatically terminateat the end of the Employment Term. The employment of Executive hereunder and the Employment Termmay also be terminated at any time by the Company with or without Cause. For purposes of thisAgreement, except as otherwise provided in Section 8, “Cause” shall mean: (i) embezzlement,theft or misappropriation by Executive of any property of the Company or an Affiliate; (ii) anybreach by Executive of Executive’s covenants under Section 5; (iii) any breach by Executive of anyother material provision of this Agreement which breach is not cured, to the extent susceptible tocure, within 30 days after the Company has given written notice to Executive describing suchbreach;(iv) willful failure by Executive to perform the duties of his employment hereunder whichcontinues for a period of 14 days following written notice thereof by the Company to Executive; (v)the conviction of, or a plea of *nolo contendere*(or a similar plea) to, any criminal offense thatis a felony or involves fraud, or any other criminal offense punishable by imprisonment of at leastone year or materially injurious to the business or reputation of the Company or an Affiliateinvolving theft, dishonesty, misrepresentation or moral turpitude; (vi) gross negligence or willfulmisconduct on the part of Executive in the performance of his duties as an employee, officer ordirector of the Company or an Affiliate;(vii) Executive’s breach of his fiduciary obligations tothe Company or an Affiliate; (viii) Executive’s commission of intentional, wrongful damage toproperty of the Company or an Affiliate; (ix) any chemical dependence of Executive which adverselyaffects the performance of his duties and responsibilities to the Company or an Affiliate; or (x)Executive’s violation of the Company’s or an Affiliate’s code of ethics, code of business conductor similar policies applicable to Executive. The existence or non-existence of Cause shall bedetermined in good faith by the Board. The employment of Executive may also be terminated at anytime by Executive by notice of resignation delivered to the Company not less than 90 days prior tothe effective date of such resignation.7. Severance for Terminations Other Than During the Post-Change Period.(a) Except as otherwise provided in Section 8 and subject to Section 9, if Executive’semployment hereunder is terminated during the Employment Term (other than during the Post-ChangePeriod) (1) by the Company other than for Cause and not due to disability (as determined in thegood faith discretion of the Board), death or expiration of the Employment Term following notice bythe Company not to extend the Employment Term in accordance with Section 3, or (2) by Executive forGood Reason, Executive shall be entitled to receive as severance: (i) an amount equal to two timesExecutive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to theTermination Date), which amount shall be payable, commencing no earlier than the sixty-first dayfollowing such termination, in 24 equal monthly installments (other than the first suchinstallment, which shall include all amounts that would otherwise have been paid to Executive ifpayment had commenced immediately following such termination of employment) in accordance with theCompany’s payroll procedures over the 24-month period following the date of Executive’s termination(such 24-month period, the “Severance Period”); (ii) continued medical and dental benefitsdescribed in Section 4(c) for the Severance Period, at the same rate of employee and Company sharedcosts 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 Executive was employed by the Company duringthe calendar year of termination) of any annual incentive bonus otherwise payable in accordancewith Section 4(b)(1) for the year of termination of Executive’s employment, payable no earlier thanthe date on which such bonus, if any, would have been paid under the applicable plan or policy ofthe Company absent such termination of employment, but no later than March 15th of the
 
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calendar year immediately following the calendar year of such termination. Withrespect to any such continued medical and dental benefits described in clause (ii) of thefirst sentence of this Section 7 for which Executive is eligible, (I) if the Company cannotcontinue such benefits without adverse tax consequences to Executive or the Company or for anyother reason, the Company shall pay Executive for the cost of such benefits; (II) such benefitsshall be discontinued in the event Executive becomes eligible for similar benefits from a successoremployer (and Executive’s eligibility for any such benefits shall be reported by Executive to theCompany); and (III) Executive’s period of “continuation coverage” for purposes of Section 4980B ofthe Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence onthe date of Executive’s termination of employment.(b) For purposes of this Agreement (except during the Post-Change Period, where the definitionof “Good Leaver Termination” (as defined in Section 8(b) below) shall instead be applicable inaccordance with the terms of Section 8), “Good Reason” shall mean the occurrence, withoutExecutive’s consent, of any of the following events: (i) an action by the Company resulting in amaterial adverse change in Executive’s reporting responsibilities or a material diminution inExecutive’s duties or direct reports; or (ii) a material breach of any material provision of thisAgreement by the Company (which is not in connection with the termination of Executive’s employmentfor Cause or due to Executive’s disability (as determined in the good faith discretion of theBoard)); provided, that the occurrence of any event described in clause (i) or (ii) of thisSection 7(b) may only constitute Good Reason if the relevant circumstances or conditions are notremedied by the Company within 30 days after receipt by the Company of written notice thereof fromExecutive.8. Post-Change Period.(a) Termination During the Post-Change Period. If Executive’s employment isterminated by the Company or an Affiliate during the “Post-Change Period” (as defined below), then,subject to Section 9, Executive shall be entitled to the benefits provided by Section 8(c) unlesssuch termination is the result of the occurrence of one or more of the following events:(i) Executive’s death;(ii) Executive’s employment is terminated by the Company or an Affiliate due todisability (as determined in the good faith discretion of the Board); or(iii) Cause (as defined in Section 8(e)(i)).If, during the Post-Change Period, Executive’s employment is terminated by the Company or anAffiliate as described in clause (i), (ii) or (iii) of this Section 8(a), Executive will not beentitled to the benefits provided by Section 8(c).(b) Good Leaver Termination by Executive. Executive may terminate employment with theCompany during the Post-Change Period with the right to severance compensation as provided inSection 8(c) upon the occurrence of one or more of the following events without Executive’s priorwritten consent (regardless of whether any other reason, other than death, disability (asdetermined in the good faith discretion of the Board) or Cause, for such termination has occurred,including other employment) and any termination following the occurrence of one or more of suchevents shall hereafter be referred to as a “Good Leaver Termination”:(i) the failure to maintain Executive in the position, or a substantially equivalent orsuperior position, with the Company and/or with a direct or indirect parent company of theCompany that Executive held immediately prior to the Commencement Date, which is notremedied by the Company within 10 calendar days after receipt by the Company of noticefrom Executive of such failure;
 
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(ii) (A) a reduction in Executive’s base salary pursuant to Section 4(a) hereof or (B)the termination or significant reduction in the aggregate of Executive’s right toparticipate in employee benefit plans or programs of the Company as in effect on the datehereof (other than Incentive Pay (as hereinafter defined) or any other bonus, incentive orstock or equity-based compensation or benefits), in either case which is not remedied by theCompany within 10 calendar days after receipt by the Company of notice from Executive ofsuch reduction or termination;(iii) a reduction or elimination of Executive’s opportunity to earn Incentive Paypursuant to any plan or program in effect on the date hereof which is not remedied by theCompany within 10 calendar days after receipt by the Company of notice from Executive ofsuch reduction or elimination (for the avoidance of doubt, changes in the value orperformance of the Company or an Affiliate or successor of either following the CommencementDate shall not be considered a reduction or elimination of Executive’s opportunity to earnIncentive Pay); or(iv) the Company requires Executive to have his principal place of work changed to anylocation that is more than 35 miles from the location thereof on the date hereof.(c) Post-Change Period Severance. If the Company or an Affiliate terminatesExecutive’s employment during the Post-Change Period other than as described in clause (i), (ii) or(iii) of Section 8(a), or if Executive terminates his employment pursuant to a Good LeaverTermination, Executive shall not be entitled to the severance compensation described in Section 7,and, subject to Section 9, the Company will instead pay or provide to Executive the followingpayments and benefits:(1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other thanfor the calendar year of such termination of employment) owed to Executive for periods on orprior to the Termination Date, which payment shall be made no later than the first regularlyscheduled payroll period following the Termination Date.(2) An amount equal to the sum of (x) two times Executive’s base salary pursuant toSection 4(a) (at the rate in effect immediately prior to the Termination Date) and (y) twotimes Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned byExecutive in any calendar year during the three calendar years immediately preceding theyear in which the Commencement Date occurred), which amount shall be payable, commencing noearlier than the sixty-first day following such termination, in twenty-four (24) equalmonthly installments (other than the first such installment, which shall include all amountsthat would otherwise have been paid to Executive if payment had commenced immediatelyfollowing such termination of employment) in accordance with the Company’s payrollprocedures over the 24-month period following the date of Executive’s termination.(3) In the event that the Termination Date occurs after June 30th in anycalendar 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 (andincluding) January 1st of the calendar year in which the Termination Date occursand the Termination Date, and the denominator of which is 365, which amount shall be payableno earlier than the date on which such Incentive Pay, if any, would have been paid under theapplicable plan or policy of the Company absent such termination of employment, but no laterthan March 15th of the calendar year immediately following the calendar year ofsuch termination.
 
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(4) For a period of 24 months following the Termination Date (the “ContinuationPeriod”), the Company will provide Executive with medical, dental and life insurancebenefits consistent with the terms in effect for such benefits for active employees of theCompany during the Continuation Period. If and to the extent that any benefit described inthis Section 8(c)(4) is not or cannot be paid or provided under any Company plan or programwithout adverse tax consequences to Executive or the Company or for any other reason, thenthe Company shall pay Executive for the cost of such benefits. Without otherwise limitingthe purposes of Section 8(d), employee benefits otherwise receivable by Executive pursuantto this Section 8(c)(4) will be reduced to the extent comparable welfare benefits areactually received by Executive from another employer during the Continuation Periodfollowing Executive’s Termination Date, and any such benefits actually received by Executiveshall be reported by Executive to the Company. The foregoing to the contrarynotwithstanding, to the extent required in order to comply with Section 409A of the Code, inno event shall any such benefits be provided beyond the end of the second calendar year thatbegins after Executive’s “separation from service” within the meaning of Section 409A of theCode.(5) The Company will provide Executive outplacement services in the amount of $30,000.(d) No Mitigation Obligation; Effect on Other Rights. The payment of the severancecompensation by the Company to Executive in accordance with the terms of this Section 8 is herebyacknowledged by the Company to be reasonable, and Executive will not be required to mitigate theamount of any payment provided for in this Section 8 by seeking other employment or otherwise,except as expressly provided in the penultimate sentence of Section 8(c)(4). This Section 8 willnot affect any rights (other than any rights to severance, termination, retention or similarcompensation or benefits) that Executive may have pursuant to any agreement, plan or policy of theCompany or a subsidiary thereof providing employee benefits, which rights shall be governed by theterms thereof.(e) Certain Defined Terms. The following terms have the following meanings when usedin this Section 8:(i) “Cause” means that Executive shall have:(1) been convicted of a criminal violation involving fraud, embezzlement ortheft;(2) committed intentional wrongful damage to property of the Company or anyAffiliate; or(3) committed intentional wrongful disclosure of confidential information ofthe Company or any Affiliate.Nothing herein will limit the right of Executive or his beneficiaries to contest the validity ofany determination by the Company to terminate Executive for Cause.(ii) “Incentive Pay” means the annual incentive bonus arrangement described inSection 4(b)(1).(iii) “Post-Change Period” means the period of time commencing on theCommencement Date and continuing until the second anniversary of the Commencement Date.
 
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(iv) “Termination Date” means the date on which Executive’s employment with theCompany and its Affiliates is terminated.9. Termination of Compensation and Benefits; Execution of Release; Coordination ofProvisions. If Executive’s employment terminates otherwise than in a termination entitling himto severance pay and benefits pursuant to Section 7 or Section 8, Executive shall not be entitledto any severance, termination pay or similar compensation or benefits, provided thatExecutive shall be entitled to any benefits then due or accrued in accordance with the applicableemployee benefit plans of the Company or applicable law, including “continuation coverage” underthe Company’s group health plans for purposes of Section 4980B of the Code and any payments underSection 4(b)(3) to which Executive may be entitled following such termination. As a condition ofreceiving any severance compensation for which Executive otherwise qualifies under Section 7 orSection 8, or any payment under Section 4(b)(3), Executive agrees to execute within sixty (60) daysfollowing the date of Executive’s termination of employment a general release in favor of theCompany in substantially the form set forth hereto as Exhibit B, such release to bedelivered, and to have become fully irrevocable, on or before the end of such 60-day period. It isexpressly agreed and understood that if such a release has not been executed and delivered andbecome fully irrevocable by the end of such 60-day period, no amounts or benefits under Sections4(b)(3), 7 or 8 shall be or become payable (except that any continued medical, dental or lifeinsurance benefits may be provided during such 60-day period pursuant to Section 7 or 8, as thecase may be, but will cease to be provided on the last day of such period). Any severancecompensation and benefits to which Executive may be entitled under Section 8 shall be in lieu ofany severance compensation or benefits to which Executive may be entitled under Section 7.Executive acknowledges and agrees that, except as specifically described in Sections 4(b)(3), 7 and8, all of Executive’s rights to any compensation, benefits (other than base salary earned throughthe date of termination of employment and any benefits due or accrued prior to termination ofemployment in accordance with the applicable employee benefit plans of the Company or applicablelaw), bonuses or severance from the Company or any Affiliate after termination of the EmploymentTerm shall cease upon such termination.10. Limitation on Payments and Benefits. Notwithstanding any provision of thisAgreement to the contrary, no amount or benefit shall be paid or provided under this Agreement orotherwise to an extent or in a manner that would result in payments or benefits (or othercompensation) not being fully deductible by the Company or an Affiliate for federal income taxpurposes because of Section 280G of the Code, or any successor provision thereto (or that wouldresult in Executive being subject to the excise tax imposed by Section 4999 of the Code, or anysuccessor provision thereto). The determination of whether any such payments or benefits to beprovided under this Agreement or otherwise would not be so deductible (or whether Executive wouldbe subject to such excise tax) shall be made at the expense of the Company, if requested by eitherExecutive or the Company, by a firm of independent accountants or a law firm selected by theCompany and reasonably acceptable to Executive. The Company and Executive shall cooperate tosubmit for approval by the shareholders of the Company, Parent or another applicable Affiliate, inaccordance with Section 280G(b)(5) of the Code, payments and benefits that may be made or providedto Executive that may otherwise be considered “parachute payments,” as defined in Section280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under thisAgreement or otherwise would constitute a “parachute payment,” as defined in Section 280G of theCode, the Company shall designate the payments and/or benefits (beginning with cash payments) to bereduced or modified so that the Company or an Affiliate is not denied any federal income taxdeductions for any such parachute payment because of Section 280G of the Code (or so that Executiveis not subject to the excise tax imposed by Section 4999 of the Code).
 
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11. Notice. Any notices required or permitted hereunder shall be in writing and shallbe deemed to have been given when personally delivered or when mailed, certified or registeredmail, or sent by reputable overnight courier, postage prepaid, to the addresses set forth asfollows:If to the Company:Associated Materials LLC3773 State RoadCuyahoga Falls, OH 44223With copies, which shall not constitute notice, to:Carey Investment Holdings Corp.c/o Hellman & Friedman LLCOne Maritime Plaza, 12th FloorSan Francisco, CA 94111Attention: Erik Ragatz and Arrie Park, Esq.-and-Simpson Thacher & Bartlett LLP2550 Hanover StreetPalo Alto, CA 94304Attention: Chad Skinner, Esq. and Tristan Brown, Esq.If to Executive, to such address as shall most currently appear on the records ofthe Company.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 bythe other party.12. General.(a) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICEOF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHERJURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BEAPPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROLTHE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OFLAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILYAPPLY. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO MUST BE BROUGHT IN, AND THEPARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN THE CITY OF WILMINGTON,DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENTFORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIALBY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THEMATTERS CONTEMPLATED HEREBY.
 
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(b) Construction and Severability. If any provision of this Agreement shall be heldinvalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability ofthe remaining provisions contained herein shall not in any way be affected or impaired, and thepartiesundertake to implement all efforts which are necessary, desirable and sufficient to amend,supplement or substitute all and any such invalid, illegal or unenforceable provisions withenforceable and valid provisions which would produce as nearly as may be possible the resultpreviously intended by the parties without renegotiation of any material terms and conditionsstipulated herein.(c) Assignability. Executive may not assign his interest in or delegate his dutiesunder this Agreement. This Agreement is for the employment of Executive, personally, and theservices 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 Companyand its successors and assigns. Without limiting the foregoing and notwithstanding anything else inthis Agreement to the contrary, the Company may assign this Agreement to, and all rights hereundershall inure to the benefit of, any subsidiary of the Company or any person, firm or corporationresulting from the reorganization of the Company or succeeding to the business or assets of theCompany by purchase, merger, consolidation or otherwise.(d) Warranty by Executive. Executive represents and warrants to the Company thatExecutive is not subject to any contract, agreement, judgment, order or decree of any kind, or anyrestrictive agreement of any character, that restricts Executive’s ability to perform hisobligations under this Agreement or that would be breached by Executive upon his performance of hisduties pursuant to this Agreement, and Executive shall indemnify and hold harmless the Company andthe Affiliates from and against any and all liabilities, losses, claims, obligations or the likearising from or in connection with any breach of, or inaccuracy in, Executive’s representations andwarranties contained in this sentence.(e) Compliance with Rules and Policies. Executive shall perform all services inaccordance with the lawful policies, procedures and rules established by the Company and the Board.In addition, Executive shall comply with all laws, rules and regulations that are generallyapplicable to the Company or its subsidiaries and their respective employees, directors andofficers.(f) Withholding Taxes. All amounts payable hereunder shall be subject to thewithholding of all applicable taxes and deductions required by any applicable law.(g) Entire Agreement; Modification; Effectiveness of Agreement. This Agreementconstitutes the entire agreement of the parties hereto with respect to the subject matter hereof,supersedes all prior agreements and undertakings (including, without limitation, the PriorEmployment Agreement), both written and oral, and may not be modified or amended in any way exceptin writing by the parties hereto. Notwithstanding anything to the contrary herein, this Agreementshall not become effective until the Commencement Date. If the Merger does not occur, then thisAgreement shall be of no force or effect.(h) Duration. Notwithstanding the Employment Term hereunder, this Agreement shallcontinue for so long as any obligations remain under this Agreement.(i) Termination On or After Expiration of the Employment Term. Unless the Company andExecutive otherwise agree in writing, any continuation of Executive’s employment with the Companyand its Affiliates beyond the expiration of the Employment Term shall be deemed an employment “atwill” and shall not be deemed to extend any of the provisions of this Agreement (other than asprovided in Section 12(j) below), and Executive’s employment may thereafter be terminated “at will”by Executive or the Company.
 
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(j) Survival. The covenants set forth in Section 5 and the parties’ respective rightsand obligations under Section 8 shall survive and shall continue to be binding upon Executive andtheCompany, as the case may be, in accordance with their terms, notwithstanding the terminationor expiration of this Agreement or the termination of Executive’s employment for any reasonwhatsoever.(k) Waiver. No waiver by either party hereto of any of the requirements imposed bythis Agreement on, or any breach of any condition or provision of this Agreement to be performedby, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision orcondition of this Agreement at the same or any prior or subsequent time. Any such waiver shall beexpress and in writing, and there shall be no waiver by conduct. Pursuit by either party of anyavailable remedy, either in law or equity, or any action of any kind, does not constitute waiver ofany other remedy or action. Such remedies are cumulative and not exclusive.(l) Counterparts. This Agreement may be executed in two or more counterparts, all ofwhich taken together shall constitute one instrument.(m) Section References. The words Section and paragraph herein shall refer toprovisions of this Agreement unless expressly indicated otherwise.*[Signature page follows]*
 
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**IN WITNESS WHEREOF,**the parties hereto, intending to be legally bound, have hereunto executedthis Agreement as of the day and year first written above.       **ASSOCIATED MATERIALS LLC**       /s/ Stephen E. Graham     By: Stephen E. Graham  Its: Vice President—Chief Financial Officer,Treasurer and Secretary       **EXECUTIVE**       /s/ Thomas N. Chieffe     Thomas N. ChieffeSignature Page to Employment Agreement
 
 

 
**EXHIBIT A**