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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employment Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT | Document Parties: AMH HOLDINGS, INC. | D. KEITH LAVANWAY You are currently viewing:
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AMH HOLDINGS, INC. | D. KEITH LAVANWAY

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Title: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 5/16/2006
Law Firm: White Case    

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, Parties: amh holdings  inc. , d. keith lavanway
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                                                                    Exhibit 10.2

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (this "Agreement"), originally dated as of August
21, 2002, amended and restated in its entirety, as of July 27, 2004 (the
"Restatement Date"), and further amended and restated in its entirety, as of
March 31, 2006, by and between ASSOCIATED MATERIALS INCORPORATED, a Delaware
corporation (the "Company"), and D. KEITH LAVANWAY, an individual residing in
the State of Ohio (the "Executive").

                                   WITNESSETH:

          WHEREAS, the Executive previously served as Vice President--Chief
Financial Officer and Secretary of the Alside Division of the Company;

          WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of March 16, 2002, among Associated Materials Holdings Inc. (formerly known
as Harvest/AMI Holdings Inc.) ("Parent"), Simon Acquisition Corp. and the
Company (the "Merger Agreement"), the Company became a wholly-owned subsidiary
of Parent upon consummation of the transactions contemplated by the Merger
Agreement (the "Merger");

          WHEREAS, since the Merger, the Executive has served as Vice President
-Chief Financial Officer and Secretary of the Company;

          WHEREAS, on March 4, 2004, all of the stock of Parent was exchanged
for stock of AMH Holdings, Inc. ("AMH") as part of a series of corporate
reorganization transactions, and Parent became a wholly-owned subsidiary of AMH;

          WHEREAS, on December 22, 2004, all of the stock of AMH was exchanged
for stock of AMH II Holdings, Inc. ("AMH II") as part of a series of corporate
reorganization transactions, and Parent became an indirect wholly-owned
subsidiary of AMH II;

          WHEREAS, the Company desires to continue to retain the services and
employment of the Executive on behalf of the Company, and the Executive desires
to continue his employment with the Company, upon the terms and conditions
hereinafter set forth;

          WHEREAS, pursuant to Section 12(g) of this Agreement, this Agreement
may be amended in writing by the parties hereto; and

          WHEREAS, the Company and the Executive mutually desire to amend and
restate this Agreement as set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, each intending to be legally bound
hereby, agree as follows:

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     1. Employment. On the terms and subject to the conditions set forth herein,
the Company hereby employs the Executive as the Vice President--Chief Financial
Officer and Secretary of the Company, and the Executive accepts such employment,
for the Employment Term (as defined in Section 3). During the Employment Term,
the Executive shall serve as the Vice President--Chief Financial Officer and
Secretary of the Company and shall report to the President and Chief Executive
Officer of the Company, performing such duties as shall be reasonably required
of a vice president, chief financial officer and secretary, and shall have such
other powers and perform such other duties as may from time to time be assigned
to him by the President and Chief Executive Officer of the Company and the Board
of Directors of the Company (the "Board"). To the extent requested by the
Company's President and Chief Executive Officer or the Board, the Executive
shall also serve on the Board or any committee of the Board, and/or as a
director, officer or employee of AMH II or any other person or entity which,
from time to time, is a direct or indirect subsidiary of AMH II (AMH II and each
such subsidiary, person or entity, other than the Company, are hereinafter
referred to collectively as the "Affiliates," and individually as an
"Affiliate"). The Executive's service as a director of the Company or as a
director, officer or employee of any Affiliate shall be without additional
compensation.

     2. Performance. The Executive will serve the Company faithfully and to the
best of his ability and will devote his full business time, energy, experience
and talents to the business of the Company and the Affiliates; provided,
however, that it shall not be a violation of this Agreement for the Executive to
manage his personal investments and business affairs, or to engage in or serve
such civic, community, charitable, educational, or religious organizations as he
may reasonably select so long as such service does not interfere with the
Executive's performance of his duties hereunder.

     3. Employment Term. Subject to earlier termination pursuant to Section 6,
the Executive's term of employment hereunder shall begin on the Offer Completion
Date (hereinafter referred to as the "Commencement Date") and continue through
the date which is two (2) years following the Commencement Date; provided,
however, that beginning on the first anniversary of the Commencement Date, and
on each subsequent anniversary of the Commencement Date, such term shall be
automatically extended by an additional one (1) year beyond the end of the
then-current term, unless, at least thirty (30) days before such first
anniversary of the Commencement Date, or thirty (30) days before any such
subsequent anniversary of the Commencement Date, the Company gives written
notice to the 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 second anniversary of the Commencement Date or the end of the
then-current term, as applicable (the term of employment hereunder, including
any extensions, in accordance with this Section 3, shall be referred to herein
as the "Employment Term").

     4. Compensation and Benefits.

          (a) Salary. As compensation for his services hereunder and in
consideration of the Executive's other agreements hereunder, during the
Employment Term, the Company shall pay the Executive a base salary, payable in
equal installments in accordance with the Company's

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payroll procedures, at an annual rate of Three Hundred Forty Thousand Dollars
($340,000), subject to annual review by the Board, which may increase, but not
decrease, the Executive's base salary.

          (b) Annual Incentive Bonus; Stock Options. The Executive shall be
entitled to participate in an annual incentive bonus arrangement established by
the Company on terms and conditions substantially as set forth in Exhibit A
hereto. The Executive shall not be entitled to participate in any other annual
cash bonus plan, program or arrangement with respect to any period to which the
annual incentive bonus arrangement described in the immediately preceding
sentence applies. The Executive shall also be entitled to participate in the
stock option plan established by Parent or AMH II.

          (c) Retirement, Medical, Dental and Other Benefits. During the
Employment Term, the Executive shall, in accordance with the terms and
conditions of the applicable plan documents and all applicable laws, be eligible
to participate in the various retirement, medical, dental and other employee
benefit plans made available by the Company, from time to time, for its
executives.

          (d) Vacation; Sick Leave. During the Employment Term, the Executive
shall be entitled to not less than four (4) weeks of vacation during each
calendar year and sick leave in accordance with the Company's policies and
practices with respect to its executives.

          (e) Business Expenses. (1) The Company shall reimburse or advance
payment to the Executive for all reasonable expenses actually incurred by him in
connection with the performance of his duties hereunder in accordance with
policies established by the Company from time to time and subject to receipt by
the Company of appropriate documentation.

          (2) During the Employment Term, the Executive shall be paid an
     automobile allowance in the amount of $900 per month. Such allowance shall
     be paid by the Company to the Executive on the last business day of each
     month or otherwise in accordance with Company policy.

     5. Covenants of the Executive. The Executive acknowledges that in the
course of his employment 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 the Affiliates.
Therefore, the Company and the Executive mutually agree that it is in the
interest of both parties for the Executive to enter into the restrictive
covenants set forth in this Section 5 and that such restrictions and covenants
are reasonable given the nature of the Executive's duties and the nature of the
Company's business.

          (a) Noncompetition. During the Employment Term and for the Restricted
Period (as hereinafter defined) following termination of the Employment Term,
the Executive shall not, within any jurisdiction or marketing area in which the
Company or any Affiliate is doing or is qualified to do business, directly or
indirectly, own, manage, operate, control, be employed by or participate in the
ownership, management, operation or control of, or be connected in any manner
with, any Business (as hereinafter defined), provided that the Executive's
ownership of securities of two percent (2%) or less of any class of securities
of a public company shall not, by

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itself, be considered to be competition with the Company or any Affiliate. For
purposes of this Agreement, "Business" shall mean the manufacturing, production,
distribution or sale of exterior residential building products, including,
without limitation, vinyl siding, windows, fencing, decking, railings and garage
doors, or any other business of a type and character engaged in by the Company
or an Affiliate during the Employment Term. For purposes of this Agreement, the
"Restricted Period" shall be two (2) years.

          (b) Nonsolicitation. During the Employment Term and for the Restricted
Period following termination of the Employment Term, the Executive shall not,
directly or indirectly, (i) employ, solicit for employment or otherwise contract
for the services of any individual who is or was an employee of the Company or
any Affiliate during the Employment Term; (ii) otherwise induce or attempt to
induce any employee of the Company or an Affiliate to leave the employ of the
Company or such Affiliate, or in any way knowingly interfere with the
relationship between the Company or any Affiliate and any employee respectively
thereof; or (iii) induce or attempt to induce any customer, supplier, licensee
or other business relation of the Company or any Affiliate to cease doing
business with the Company or such Affiliate, or interfere in any way with the
relationship between any such customer, supplier, licensee or business relation
and the Company or any Affiliate.

          (c) Nondisclosure; Inventions. For the Employment Term and thereafter,
(i) the Executive shall not divulge, transmit or otherwise disclose (except as
legally compelled by court order, and then only to the extent required, after
prompt notice to the Board of any such order), directly or indirectly, other
than in the regular and proper course of business of the Company and the
Affiliates, any customer lists, trade secrets or other confidential knowledge or
information with respect to the operations or finances of the Company or any
Affiliates or with respect to confidential or secret processes, services,
techniques, customers or plans with respect to the Company or the Affiliates
(all of the foregoing collectively hereinafter referred to as, "Confidential
Information"), and (ii) the Executive will not use, directly or indirectly, any
Confidential Information for the benefit of anyone other than the Company and
the Affiliates; provided, however, that the Executive has no obligation, express
or implied, to refrain from using or disclosing to others any such knowledge or
information which is or hereafter shall become available to the general public
other than through disclosure by the Executive. All Confidential Information,
new processes, techniques, know-how, methods, inventions, plans, products,
patents and devices developed, made or invented by the Executive, alone or with
others, while an employee of the Company which are related to the business of
the Company and the Affiliates shall be and become the sole property of the
Company, unless released in writing by the Board, and the Executive hereby
assigns any and all rights therein or thereto to the Company.

          (d) Nondisparagement. During the Employment Term and thereafter, the
Executive shall not take any action to disparage or criticize the Company or any
Affiliate or their respective employees, directors, owners or customers or to
engage in any other action that injures or hinders the business relationships of
the Company or any Affiliate. Nothing contained in this Section 5(d) shall
preclude the 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 in computer-readable form) or property relating or belonging
to the Company or an Affiliate,

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whether prepared by the Executive or otherwise coming into his possession in the
course of the performance of his services under this Agreement, shall be the
exclusive property of the Company and shall be delivered to the Company, and not
retained by the Executive (including, without limitations, any copies thereof),
promptly upon request by the Company and, in any event, promptly upon
termination of the Employment Term.

          (f) Enforcement. The Executive acknowledges that a breach of his
covenants contained in this Section 5 may cause irreparable damage to the
Company and the Affiliates, the exact amount of which would be difficult to
ascertain, and that the remedies at law for any such breach or threatened breach
would be inadequate. Accordingly, the Executive agrees that if he breaches or
threatens to breach any of the covenants contained in this Section 5, in
addition to any other remedy which may be available at law or in equity, the
Company and the Affiliates shall be entitled to specific performance and
injunctive relief to prevent the breach or any threatened breach thereof without
bond or other security or a showing that monetary damages will not provide an
adequate remedy.

           (g) Scope of Covenants. The Company and the Executive further
acknowledge that the time, scope, geographic area and other provisions of this
Section 5 have been specifically negotiated by sophisticated commercial parties
and agree that all such provisions are reasonable under the circumstances of the
activities contemplated by this Agreement. In the event that the agreements in
this Section 5 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of their extending for too great a period of time or
over too great a geographical area or by reason of their being too extensive in
any other respect, they shall be interpreted to extend only over the maximum
period of time for which they may be enforceable and/or over the maximum
geographical area as to which they may be enforceable and/or to the maximum
extent in all other respects as to which they may be enforceable, all as
determined by such court in such action.

     6. Termination. The employment of the Executive hereunder shall
automatically terminate at the end of the Employment Term. The employment of the
Executive hereunder and the Employment Term may also be terminated at any time
by the Company with or without Cause. For purposes of this Agreement, except as
otherwise provided in Section 8, "Cause" shall mean: (i) embezzlement, theft or
misappropriation by the Executive of any property of the Company or an
Affiliate; (ii) any breach by the Executive of the Executive's covenants under
Section 5; (iii) any breach by the Executive of any other material provision of
this Agreement which breach is not cured, to the extent susceptible to cure,
within thirty (30) days after the Company has given notice to the Executive
describing such breach; (iv) willful failure by the Executive to perform the
duties of his employment hereunder which continues for a period of fourteen (14)
days following written notice thereof by the Company to the Executive; (v) the
conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal
offense that is a felony or involves fraud, or any other criminal offense
punishable by imprisonment of at least one year or materially injurious to the
business or reputation of the Company involving theft, dishonesty,
misrepresentation or moral turpitude; (vi) gross negligence or willful
misconduct on the part of the Executive in the performance of his duties as an
employee, officer or director of the Company or an Affiliate; (vii) the
Executive's breach of his fiduciary obligations to the Company or an Affiliate;
(viii) the Executive's commission of intentional, wrongful damage to property of
the Company or an Affiliate; (ix) any chemical dependence of the Executive which

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adversely affects the performance of his duties and responsibilities to the
Company or an Affiliate; or (x) the Executive's violation of the Company's or an
Affiliate's code of ethics, code of business conduct or similar policies
applicable to the Executive, including but not limited to, the Company's Code of
Ethics for the Chief Executive Officer and the Senior Financial Officers. The
existence or non-existence of Cause shall be determined in good faith by the
Board. The employment of the Executive may also be terminated at any time by the
Executive by notice of resignation deliver


 
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