FORM OF EMPLOYMENT AGREEMENT

           THIS EMPLOYMENT AGREEMENT (this "Agreement") is made on the ___ day of February, 2009, by PGT Industries, Inc., a Florida corporation (the "Employer"), and [NAME], an individual and resident of the State of [] (the "Employee").

          A. The Employee is currently employed by the Employer, pursuant to that certain employment agreement, dated [], by and between the Employer and Employee (the “Prior Agreement”).

          B.  Employer desires to employ Employee upon the terms and conditions set forth herein, and the Employee wishes to terminate the Prior Agreement, and accept such employment upon the terms and conditions set forth herein including, without limitation, the nondisclosure and noncompetition covenants and agreements of the Employee set forth in Sections 7 and 8 hereof, in order to cause Employer to provide Employee the Compensation (as defined herein) and Termination Pay pursuant to Section 6.2 hereof.

          In consideration of the foregoing and the mutual promises and covenants set forth herein, the parties, intending to be legally bound, agree as follows:

     1.    Definitions.

          For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.

          "AFFILIATE(S)" -- any Person, directly or indirectly controlled by, or under common control with, the Employer or any other referenced Person.

          "AGREEMENT" -- this Employment Agreement, as amended from time to time.

          "ANNUAL PERFORMANCE BONUS" -- as described in Section 3.2.

          "BENEFITS" -- as described in Section 3.1(b).

          "BOARD OF DIRECTORS" -- the board of directors of the Employer.

          "CAUSE" -- means the occurrence of any of the following events during the Employment Period: (a) conduct amounting to fraud or dishonesty against the Employer or any subsidiary or affiliate of the Employer; (b) the Employee's intentional misconduct, repeated refusal to follow the reasonable directions of the Chairman or Board of Directors of the Employer or a material breach of this Agreement, provided an officer of the Employer, upon the direction of the Chairman or Board of Directors of the Employer, notifies the Employee of the acts deemed to constitute such intentional misconduct, repeated refusal or material breach in writing and the Employee fails to correct such acts (or begin such action necessary to correct such acts and thereafter diligently pursues the completion thereof) within five (5) business days after written notice is given; (c) repeated intoxication with alcohol or drugs while on the Employer's business during regular business hours; (d) a conviction or plea of guilty or nolo contendere to a felony (other than one arising from the operation of a motor vehicle or resulting from actions taken (or not taken) by the Employee in good faith in his capacity as an employee or officer of the Employer); or (e) the Employee's failure to observe and comply with the requirements in Sections 7 or 8 hereof.

          "COMPENSATION" -- Salary and Benefits.

          "CONFIDENTIAL INFORMATION" -- any and all:

               (a) trade secrets concerning the business and affairs of the Employer or any Affiliate of the Employer, product or service specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing, marketing or distribution methods and processes, customer lists, prospective customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas,  designs, methods and information), and any other information, however documented, that is a "trade secret" either under common law or as such term is defined by statute under the laws of any applicable jurisdiction;

               (b) information concerning the business and affairs of the Employer or its Affiliates (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and

               (c) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Employer or Affiliates of the Employer, containing or based, in whole or in part, on any information included in the foregoing.

          "DISABILITY" -- as defined in Section 6.3.

          "EMPLOYEE INVENTION" -- any idea, invention, technique, modification, process, or improvement (whether patentable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Employee, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by the Employer or any Affiliate of the Employer, and any such item created by the Employee, either solely or in conjunction with others, following termination of the Employee's employment with the Employer, that is based upon or uses Confidential Information; provided, however, that any item so created by the Employee that is based upon or uses Confidential Information that the Employee demonstrates was or became generally available to the public, other than as a result of a disclosure by the Employee, will not be deemed to be an Employee Invention for any purposes.

          "EMPLOYER" -- as defined on the first page of this Agreement and its successors and assigns.

          "EMPLOYMENT PERIOD" -- the term of the Employee's employment with the Employer.

          "GOOD REASON" -- means the occurrence of any of the following events during the Employment Period: (a) a material diminution of the duties or responsibilities of the Employee; or (b) the assignment of the Employee to a worksite outside of a fifty (50) mile radius from the Employer's current headquarters; provided, however, that none of the foregoing events or conditions will constitute “Good Reason” unless: (c) Employee provides the Employer with written objection to the event or condition within sixty (60) days following the occurrence thereof, (d) the Employer does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written objection, and (e) Employee resigns his employment within sixty (60) days following the expiration of that cure period.

“INCENTIVE AMOUNT” means the target amount payable to the Employee under the Employer’s Annual Incentive Plan for the award period ending in the year in which the termination of employment occurs.

          "NONCOMPETITION AGREEMENT" -- the agreements and covenants of the Employee found in Section 8.2.

          "NONCOMPETITION PERIOD" -- for a period of time equal to the Employment Period plus two (2) years, unless this Agreement is terminated by the Employer without Cause or by the Employee with Good Reason, in which case the Noncompetition Period will be for a period of time equal to the Employment Period plus one (1) year.  

          "PERSON" -- any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.

          "PROPRIETARY ITEMS" -- as defined in Section 7.2(a)(iv).

          "SALARY" -- as defined in Section 3.1(a).

          2.1 Employment. The Employer hereby employs the Employee, effective as of the date hereof, and the Employee shall accept employment by the Employer, effective as of the date hereof, upon the terms and conditions set forth in this Agreement.

          2.2 Term. Subject to the provisions of Section 6, the term of the Employee's employment under this Agreement shall commence on the date hereof and continue until terminated in accordance with Section 6.

          2.3 Duties. The Employee will initially serve as the [POSITION] of the Employer, with duties and responsibilities associated with and related to such position and as otherwise reasonably requested in good faith by the Chairman or Board of Directors of the Employer consistent with such position. The Employee will (a) devote the Employee's business effort, time, energy and skill (vacations and reasonable absences due to illness excepted) as is necessary to fulfill the duties of his position and those assigned by the Chairman or Board of Directors of the Employer, (b) use his best efforts to promote the success of the business, and (c) cooperate fully with the reasonable requests of the Chairman and the Board of Directors, as the case may be, in the advancement of the best interests of the Employer and its Affiliates. During the Employment Period, the Employee shall not be engaged in or provide services to any other business or enterprise (whether engaged in for profit or not), which interferes with the Employee's obligations under this Agreement.

     3.    Compensation.

           3.1   Basic Compensation.

               (a) Salary . The Employer shall pay to the Employee an annualized salary at a rate of $[] per year, subject to the provisions of Section 6 and increased (but not decreased) as provided below (the "Salary"), which Salary will be payable in equal periodic installments in accordance with the Employer's customary payroll practices. The Salary will be reviewed by the Board of Directors, as the case may be, at least once each year and may be increased by the Employer following such review. Any such increase in the Salary shall be made by, and at the sole discretion and approval of, the Board of Directors, as the case may be, and, as increased, shall become the Employee's new "Salary" hereunder (unless and until further increased).

               (b) Benefits . The Employee will be entitled to participate in such deferred compensation, profit sharing, bonus, life insurance, hospitalization and medical plans or insurance coverage, disability, and other employee benefit plans, programs and policies of the Employer in effect from time to time (collectively, the "Plans"), vacation and holidays (as further provided in Section 5 below), and any other plan which may be made available by the Employer to its key management employees from time to time in the future, if, and to the extent that, the Employee is eligible under the terms of such Plans. All of the plans, agreements, and undertakings of Employer set forth above shall be called, collectively, the "Benefits." Any Benefits hereunder shall be subject to such local, state or federal tax reporting requirements as maybe in effect from time to time.  This Agreement will not limit the Employer’s ability to amend, modify or terminate such Plans at any time for any reason.

    3.2   Annual Performance Bonus.

          As additional incentive compensation for the services to be rendered by the Employee pursuant to this Agreement, the Employee shall be eligible, each calendar year, to receive a bonus (the "Annual Performance Bonus"). The Annual Performance Bonus, if any, shall be determined by the Board of Directors, in its discretion.  Any Annual Performance Bonus that is due to the Employee hereunder shall be paid as soon as practicable, but in no event later than 30 days following completion of the Employer's audited financial statements of the year to which the Annual Performance Bonus relates.

     4.    Facilities and Expenses .

          The Employer will furnish the Employee with office space, equipment, supplies, computer and facsimile equipment, telephones (including cellular telephone), and such other facilities, support staff and personnel as the Employer deems necessary or appropriate for the performance of the Employee's duties under this Agreement. The Employer will reimburse the Employee for reasonable business expenses incurred by him on behalf of the Employer in the performance of his duties; provided, that Employee furnishes to Employer documentation of such expenses as is required by the Internal Revenue Service, as well as such other documentation as the Employer may reasonably request. In addition, the Employer shall reimburse the Employee or otherwise provide and pay for all approved professional affiliation expenses incurred by the Employee. The Employee must file authorization requests, to the extent required by the Employer's employment policies and, in all instances, expense reports with respect to such expenses in accordance with the Employer's policies.

      5.    Vacations and Holidays.

          The Employee will be entitled to four (4) weeks paid vacation each year or such other amount of paid vacation as is   provided in the Employer's written vacation policy, if greater. Such vacation shall be taken in accordance with the vacation policies of the Employer in effect for its executive officers from time to time. Vacation must be taken by the Employee at such time or times as mutually agreed by the Employee and the Employer. The Employee will also be entitled to the paid holidays as set forth in the Employer's policies.

           6.1   Events of Termination.

               (a) Death; Disability. In the event of the Employee's death or Disability, his employment with the Employer shall be deemed terminated as of the end of the month in which such death occurs or such Disability is determined, and all rights, duties and obligations of the parties hereunder shall thereupon cease, except for the Employee's obligations under Section 7 and Section 8 hereof (in the case of a termination due to Disability), and the Employer's obligations under Sections 6.2(a) and 6.2(b) hereof, as the case may be.

               (b) By The Employer for Cause. The Employee's employment with the Employer may be terminated at the option of and by written notice from the Employer if the Board of Directors in good faith finds Cause. Upon any such termination, all rights, obligations and duties of the parties hereunder shall immediately cease (including, but not limited to, the payment by the Employer of all Compensation), except for the Employee's obligations under Section 7 and Section 8 hereof.

               (c) By The Employer Without Cause. The Employer may also terminate the Employee's employment at any time upon not less than thirty (30) days advance written notice without Cause. Upon expiration of such notice period , all rights, obligations and duties of the parties hereunder shall immediately cease, except for the Employee's obligations under Section 7 and Section 8 hereof and the Employer's obligations under Section 6.2(c). The Employer may   accelerate the effective date of such termination if, in lieu of such notice, and in addition to the payments required by Section 6.2(c) below, Employer continues to pay Salary to Employee for a number of days equal to the number of days by which Employer accelerated the effective date of Employee's termination.

               (d) Voluntary Termination without Good Reason By Employee. The Employee may terminate his employment with the Employer without Good Reason upon not less than thirty (30) days advance written notice to the Employer; provided, however, that after the receipt of such notice, the Employer may, in its discretion accelerate the effective date of such termination at any time by written notice to the Emplo