APOGEE ENTERPRISES, INC. 2002 OMNIBUS STOCK INCENTIVE PLAN

Exhibit 10.2

APOGEE ENTERPRISES, INC.

2002 OMNIBUS STOCK INCENTIVE PLAN

Stock Appreciation Rights Agreement

This STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”) is made this      day of                     , 20    , by and between Apogee Enterprises, Inc., a Minnesota corporation (the “Company”), and                     , an individual resident of                     ,                      (“Employee”).

WHEREAS, the Company desires and has taken all necessary action to grant stock appreciation rights to Employee under the Apogee Enterprises, Inc. 2002 Omnibus Stock Incentive Plan, as amended from time to time (the “Plan”), subject to the terms and conditions of this Agreement; and

WHEREAS, Employee desires to accept such grant.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained in this Agreement, the parties agree as follows:

SECTION 1

Grant of Stock Appreciation Rights

The Company hereby grants to Employee the stock appreciation rights (the “SAR”) with respect to              shares (the “Shares”) of Common Stock of the Company. The grant price of the SAR is $             per share (the “Grant Price”), which is the Fair Market Value (as defined in the Plan) of a share of Common Stock of the Company on the date hereof. The SAR is issued under the Plan and is subject to its terms and conditions as well as the terms and conditions set forth in this Agreement. A copy of the Plan will be furnished to Employee upon request. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Plan.

SECTION 2

Term and Vesting Schedule

2.1 Term. Unless earlier terminated in accordance with the terms of this Agreement, the SAR shall terminate at 5:00 p.m. Minneapolis time, on                     , 20     , i.e., 10 years from the date hereof.

2.2 Vesting Schedule. Except as otherwise provided in this Agreement, the SAR may be exercised by Employee in accordance with the following schedule:

2.3 Change in Control. Notwithstanding any installment or delayed exercise provision contained in this Agreement that would result in the SAR becoming exercisable in full or in part at a later date, upon the occurrence of a Change in Control, the SAR shall become immediately exercisable in full. As used herein, a “Change in Control” shall mean:

(a) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or successor provision thereto, whether or not the Company is then subject to such reporting requirement including, without limitation, any of the following events:

(i) the consummation of any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities, or other property, other than a merger of the Company in which all or substantially all of the holders of the Company’s Common Stock immediately prior to the consolidation or merger own more than 65% of the common stock of the surviving corporation immediately after the merger in the same relative proportions as their ownership of the Company’s Common Stock immediately prior to the consolidation or merger;

(ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company;

(iii) any reorganization, reverse stock split, or recapitalization of the Company which would result in a Change in Control; or

(iv) any transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing; or any agreement, contract, or other arrangement providing for any of the foregoing.

(b) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities;

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(c) the Continuing Directors (as hereinafter defined) cease to constitute a majority of the Company’s Board of Directors; or

(d) the majority of the Continuing Directors determine in their sole and absolute discretion that there has been a change in control of the Company.

“Continuing Director” shall mean any person who is a member of the Board of Directors of the Company, who is not an Acquiring Person (as hereinafter defined) or an Affiliate or Associate (as hereinafter defined) of an Acquiring Person, or a representative of an Acquiring Person or of any such Affiliate or Associate, and who (i) was a member of the Board of Directors on the date of this Agreement as first written above or (ii) subsequently becomes a member of the Board of Directors, if such person’s initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors. For purposes of this Section 2.3, “Acquiring Person” shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is the Beneficial Owner of 10% or more of the shares of Common Stock of the Company then outstanding, but shall not include the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of Common Stock organized, appointed or established for, or pursuant to the terms of, any such plan; and, for purposes of this Section 2.3 only, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

2.4 Non-Transferability. During the lifetime of Employee, the SAR shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution.

SECTION 3