Exhibit 10.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of December 11, 2006,
between WII Merger Corporation, a Delaware corporation (the "Company"), WII
Holding, Inc., a Delaware corporation ("Parent") and Joe Beyer ("Executive") and
shall become effective as of the Effective Date (as defined below).
WHEREAS, the Company is party to that certain Agreement and Plan of Merger,
dated as of the date hereof, by and among the Company, WII Components, Inc., a
Delaware corporation ("WII Components"), Parent and Behrman Capital III, L.P.
(the "Merger Agreement");
WHEREAS, Executive is currently employed by Woodcraft Industries, Inc., a
Minnesota corporation and a Subsidiary of WII Components, pursuant to the terms
of that certain Amended and Restated Employment Agreement, dated as of April 9,
2003 (the "Existing Agreement"); and
WHEREAS, upon the closing of the transactions contemplated by the Merger
Agreement (the "Effective Date"), the Company desires to employ Executive, and
Executive desires to accept such employment, on the terms and conditions set
forth herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT. THE COMPANY SHALL EMPLOY EXECUTIVE, AND EXECUTIVE
HEREBY ACCEPTS EMPLOYMENT WITH THE COMPANY, UPON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT FOR THE PERIOD BEGINNING ON THE EFFECTIVE DATE AND
ENDING AS PROVIDED IN PARAGRAPH 4 HEREOF (THE "EMPLOYMENT PERIOD").
2.
POSITION AND DUTIES.
(A)
EXECUTIVE SHALL INITIALLY SERVE AS THE VICE PRESIDENT OF
OPERATIONS (PRIMEWOOD DIVISION) OF THE COMPANY AND SHALL HAVE THE NORMAL DUTIES,
RESPONSIBILITIES, FUNCTIONS AND AUTHORITY OF THE VICE PRESIDENT OF OPERATIONS
(PRIMEWOOD DIVISION) (OR OF SUCH OTHER POSITION AS IS HELD BY EXECUTIVE AS
DETERMINED BY THE BOARD FROM TIME TO TIME), SUBJECT TO THE POWER AND AUTHORITY
OF THE COMPANY'S BOARD OF DIRECTORS (THE "BOARD") TO EXPAND OR LIMIT SUCH
DUTIES, RESPONSIBILITIES, FUNCTIONS AND AUTHORITY AND TO OVERRULE ACTIONS OF
OFFICERS OF THE COMPANY.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL RENDER
SUCH ADMINISTRATIVE, FINANCIAL AND OTHER EXECUTIVE AND MANAGERIAL SERVICES TO
THE COMPANY AND ITS SUBSIDIARIES WHICH ARE CONSISTENT WITH EXECUTIVE'S POSITIONS
AS THE BOARD (AND/OR SUCH OTHER PERSON OR PERSONS AS THE BOARD MAY DESIGNATE)
MAY FROM TIME TO TIME DIRECT.
(B)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL DEVOTE HIS BEST
EFFORTS AND HIS FULL BUSINESS TIME AND ATTENTION (EXCEPT FOR PERMITTED VACATION
PERIODS AND REASONABLE PERIODS OF ILLNESS OR OTHER INCAPACITY) TO THE BUSINESS
AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES. EXECUTIVE SHALL PERFORM HIS
DUTIES, RESPONSIBILITIES AND FUNCTIONS TO THE COMPANY AND ITS SUBSIDIARIES
HEREUNDER TO THE BEST OF HIS ABILITIES IN A DILIGENT, TRUSTWORTHY, PROFESSIONAL
AND EFFICIENT MANNER AND SHALL COMPLY WITH THE COMPANY'S AND ITS SUBSIDIARIES'
POLICIES AND PROCEDURES IN ALL MATERIAL RESPECTS. SO LONG AS EXECUTIVE IS
EMPLOYED BY THE COMPANY, EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE BOARD, ACCEPT OTHER EMPLOYMENT OR PERFORM OTHER SERVICES FOR
COMPENSATION.
(C)
IT IS UNDERSTOOD THAT EXECUTIVE