CHANGE OF CONTROL AGREEMENT

Exhibit 10.12

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement is entered into as September 8, 2006, by and between International Aluminum Corporation, a California corporation (the “Company”), and Mitchell K. Fogelman (the “Executive”), with reference to the following:

RECITALS

A.            The Company believes that it is in the best interests of the Company to foster the continuous employment of key management personnel such as the Executive.

B.            The Company and the Executive desire to enter into this Agreement in order to induce the Executive to continue his employment with the Company during any period in which the Company may be engaged in negotiations regarding a Change of Control (as defined below) and during the one-year period following a Change of Control.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Company and the Executive hereby agree as follows:

ARTICLE 1
DEFINITIONS

For purposes of this Agreement, each of the following terms defined in this Article 1 shall have its defined meaning wherever used in this Agreement.

1.1          Agreement. “Agreement” means this Change of Control Agreement, as it may be amended from time to time as provided herein.

1.2          Beneficial Owner and Beneficial Ownership.  “Beneficial Owner” and “Beneficial Ownership” have the meanings given to such terms in Rule 13d-3 under the Exchange Act.

1.3          Cause.  “Cause” means (i) the Executive’s conviction of a felony that is injurious to the business of the Company, (ii) the Executive’s willful and continued failure to perform his Employment duties, (iii) the Executive’s willful misconduct that is injurious to the business of the Company, or (iv) the Executive’s willful violation of any material provision of any employment policy of the Company; provided, however, that the Executive’s inability to perform his or her duties because of a Disability shall not constitute a basis for the Company’s termination of the Executive’s Employment for Cause.  Notwithstanding the foregoing, the Executive’s Employment shall not be subject to termination for Cause without (w) the Company’s delivery to the Executive of a notice of intention to terminate, such notice to describe the reasons for the proposed Employment termination and to be delivered to the Executive at least ten days prior to the actual termination date, (x) an opportunity for the Executive within the period prior to the proposed Employment termination to cure any such breach (if curable) giving

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rise to the proposed termination, and (y) an opportunity for the Executive, if he chooses, to be heard before the Board of Directors of the Company.

1.4          Change of Control.  “Change of Control” means any transaction or series of related transactions as a result of which:

(a)           Any Person or group of Persons (as the term “group” is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder) acquires Beneficial Ownership of securities of the Company, or of any entity resulting from a merger to which the Company is a party and is not the surviving party, representing more than fifty percent of the combined voting power of the then-outstanding securities of the Company or such other entity, as applicable; provided, however, that for purposes of this Section 1.4(a), the following acquisitions of securities shall not constitute a Change of Control:  (1) any acquisition by Vanderstar; (2) any acquisition by a trust established by Vanderstar if Vanderstar is a trustee of the trust; (3) any acquisition by a corporation, partnership or limited liability company if Vanderstar has Beneficial Ownership of more than fifty percent of the combined voting power of such corporation, partnership or limited liability company; (4) any acquisition by the Company or by an employee benefit plan or related trust sponsored or maintained by the Company; or (5) any acquisition directly from the Company or Vanderstar, or both, pursuant to an underwritten public offering of securities that is registered under the Securities Act; or

(b)           The Company consummates a merger, reorganization or consolidation to which it is a party (regardless as to whether it is the surviving entity), or the Company sells all or substantially all of its assets (each such transaction being referred to in this Section 1.4(b) as a “Transaction”), unless Persons who were Beneficial Owners of the outstanding voting securities of the Company immediately prior to the consummation of the Transaction Beneficially Own immediately after the consummation of the Transaction at least fifty percent of the combined voting power of the then-outstanding securities of the Person surviving or resulting from the Transaction.

1.5          COBRA.  “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.6          Code.  “Code” means the Internal Revenue Code of 1986, as amended.

1.7          Disability.  “Disability” means a physical or mental disability of the Executive, as certified in a written statement from a licensed physician selected or approved by the Executive Committee, that results in the Executive being unable to perform his duties as an employee of the Company on a full-time basis (after reasonable accommodation by the Company) for (i) 120 consecutive days or (ii) 180 days (regardless of whether such days are consecutive) during any period of 365 consecutive days.

1.8          Employment.  “Employment” means the Executive’s employment in any capacity with the Company.

1.9          Exchange Act.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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1.10        Good Reason.  “Good Reason” means the occurrence after a Change of Control of any of the following actions by the Company, unless the Executive, in his discretion, consents thereto in writing or the action by the Company is reversed or abandoned within 30 days after the Company receives from the Executive written notice of the Executive’s objection to the action: (i) a reduction in the Executive’s annual base salary as in effect on the date immediately prior to the Change of Control or a failure to make any scheduled base salary payment within fifteen days after its due date, unless the Company’s Board of Directors determines in good faith that such base salary reduction is more than offset by the aggregate value of any new compensation plans or other Employment-related benefits that are provided to the Executive after the Change of Control; (ii) the Company’s requirement that the Executive perform his or her Employment duties at an office that is more than 25 miles from the Company’s office at which the Executive was principally employed on the date immediately prior to the Change of Control; (iii) a change or diminution in Executive’s employment duties that is materially inconsistent with the duties usually associated with the office of the Chief Financial Officer of a corporation; or (iv) a failure by the Company to continue for the benefit of the Executive any material compensation plan in which the Executive participated on the date immediately prior to the Change of Control, unless the discontinuation of such plan was outside the Company’s reasonable control or unless the Company discontinues such plan for all of its executive officers.  Notwithstanding the foregoing, Good Reason for the Executive to terminate his or her Employment shall not exist by reason of any of the Company’s actions described in the preceding sentence if the action is preceded by a written notice from the Company of an intention to terminate the Executive’s Employment for Cause or because of the Executive’s Disability and is then followed by a termination of Employment for Cause or Disability.

1.11        JAMS.  “JAMS” means the Judicial Arbitration Mediation Service or its successor by law or by written agreement with JAMS.

1.12        Person.  “Person” means any natural person, corporation, partnership, limited liability company or other association or entity.

1.13        Securities Act.  “Securities Act” means the Securities Act of 1933, as amended.

1.14        Retention Bonus.  “Retention Bonus” means the bonus compensation that the Company has agreed to pay to the Executive pursuant to Article 2 upon the occurrence of a Change of Control.

1.15        Severance Payment.   “Severance Payment” means the severance compensation that the Company has agreed to pay to the Executive pursuant to Article 3 upon the termination of the Executive’s Employment after a Change of Control.

1.16        Vanderstar.  “Vanderstar” means Cornelius C. Vanderstar and Marguerite D. Vanderstar, or either of them, individually or as trustees of the Vanderstar Family Trust, so long as he or she is a Beneficial Owner of capital stock of the Company as of the date that the acquisition of securities or other transaction in question occurs.

1.17        Without Cause.  “Without Cause” means the termination of the Executive’s Employment by the Company other than for Cause and other than by reason of the death or Disability of the Executive.

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1.18        Other Definitions.  Any term defined in any other section of this Agreement shall have its defined meaning wherever used in this Agreement.

ARTICLE 2
RETENTION BONUS

2.1          Right to a Retention Bonus.  The Executive shall be entitled to receive a Retention Bonus in the amount specified in Section 2.2 if, but only if:

(a)           A Change of Control occurs; and

(b)           The Executive is an employee of the Company as of the date the Change of Control occurred.

2.2          Amount of the Retention Bonus.  If the Executive becomes entitled to a Retention Bonus under this Agreement, the amount of the Retention Bonus shall equal the product of six times the Executive’s monthly base salary that was in effect on the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 2.2.

2.3          Payment of the Retention Bonus.  The Retention Bonus to which the Executive is entitled pursuant to Section 2.2 shall be paid in a lump sum within ten days following the date on which the Change of Control occurred.

2.4          Withholding of Taxes.  The Company may withhold from the Retention Bonus all federal, state, local, FICA, Medicaid and similar taxes required by applicable law to be withheld by the Company.

ARTICLE 3
SEVERANCE PAYMENT

3.1          Right to a Severance Payment.  In addition to the Retention Bonus to which the Executive is entitled under Section 2.1, the Executive shall be entitled to receive a Severance Payment in the amount specified in Section 3.3 if, but only if:

(a)           A Change of Control occurs;

(b)           The Executive is an employee of the Company as of the date of the Change of Control; and

(c)           (i) The Executive’s Employment is terminated Without Cause within one year after the Change of Control or (ii) the Executive terminates his Employment for Good Reason within one year after the Change of Control and within 60 days after the occurrence of the fact or event that permitted the Executive to terminate his Employment for Good Reason.

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3.2          Notice of Termination.  Any purported termination of the Executive’s Employment after the occurrence of a Change of Control for Cause or Good Reason or because of the Executive’s Disability shall be communicated to the other party by written notice of termination.  The notice (i) shall be given at least 15 days prior to the Employment termination date, (ii) shall specify the Employment termination date (which shall not be more than thirty days after the delivery of the notice), and (iii) shall set forth in reasonable detail the facts claimed to provide a basis for the Employment termination for the specified reason.

3.3          Amount of the Severance Payment.

(a)           If the Executive becomes entitled to a Severance Payment under this Agreement, the amount of the Severance Payment shall equal the product of 12 times the Executive’s monthly base salary that was in effect on the date of the termination of the Executive’s Employment or, if greater, that was in effect on the date that immediately preceded the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 3.3(a).

(b)           The amount of the Severance Payment calculated under Section 3.3(a) above shall be reduced by the amount of any and all cash severance-type payments which the Executive receives pursuant to any other severance plan, agreement, policy or program of the Company or any of the Company’s subsidiaries.  However, if the amount of the cash severance-type payments received under such other severance plan, agreement, policy or program is greater than the Severance Payment that is payable under this Agreement, the Executive shall be entitled to the amount payable under such other plan, agreement, policy or program in lieu of the Severance Payment under this Agreement.  The payment to the Executive of the Retention Bonus or any amount under a stock option plan, stock incentive plan, shareholders’ agreement or similar agreement in consideration for the Executive’s equity ownership interest in the Company or any direct or indirect parent company shall not be construed as a “severance-type payment.”

3.4          Payment of the Severance Payment; Release Agreement.

(a)           Subject to the following paragraphs of this Section 3.4, the Severance Payment to which the Executive is entitled pursuant to Section 3.3 shall be paid in a lump sum concurrently with the termination of Employment of the Executive as described in Section 3.1(c).

(b)           As a condition to the receipt of the Severance Payment, the Executive must execute and deliver to the Company a general release provided by the Company, to be in form and substance reasonably satisfactory to the Company, that releases the Company and its respective owners, directors, officers, managers, employees, subsidiaries and agents from any and all claims that the Executive may have against such released Persons, whether known or unknown, absolute or contingent, other than (i) claims under this Agreement, (ii) claims under any other written agreement to which the Executive is a party, (iii) claims under written employee benefit plans, and (iv) claims for accrued but unpaid salary, bonuses, vacation pay and expense reimbursement obligations.

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