STOCK OPTION AWARD
AGREEMENT
This Stock Option Award Agreement (this
“Agreement”), dated May 30, 2008, is made between
AMH Holdings II, Inc. (the “Company”) and
(the “Optionee”). All capitalized terms used herein
that are not defined herein shall have the respective meanings
given to such terms in the AMH Holdings II, Inc. 2004 Stock Option
Plan (the “Plan”).
1. Grant of Option . Pursuant to
the provisions of the Plan, the Company hereby grants to the
Optionee, subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, the
right and option to purchase from the Company all or any part of an
aggregate of XX shares of the Class B, Series II
(Non-Voting) Common Stock of the Company, $0.01 par value per share
(“Stock”), at a per share purchase price equal to $1.00
(the “Option”), such Option to be exercisable as
hereinafter provided; provided , however , that if
and when the Investcorp Investors (defined as set forth in
Schedule II attached hereto) shall have exercised their
right to convert all, but not less than all, of the shares of
preferred stock of the Company into common stock of the Company
(the “Conversion”), then the number of shares of Stock
set forth in this Section 1 shall be adjusted by the Committee
as provided in Schedule I attached hereto, in
accordance with Section 10(b) of the Plan. The Option shall not be
treated as an “incentive stock option,” as defined in
Section 422 of the Code.
2. Terms and Conditions . It is
understood and agreed that the Option evidenced hereby is subject
to the following terms and conditions:
(a) Expiration Date . The Option
shall expire ten (10) years after the date indicated
above.
(b) Exercise of Option .
(i) Subject to the other terms of this Agreement and the Plan,
the Option may become exercisable with respect to the shares of
Stock set forth in Section 1 of this Agreement to the extent
provided in Schedule I and Schedule II
attached hereto.
(ii) Any exercise of all or any part of the
Option shall be accompanied by Notice to the Company specifying the
number of shares of Stock as to which the Option is being exercised
and shall only be effective upon delivery to the Company of
(x) the consideration required pursuant to Section 2(c) below
and (y) an executed joinder to the Stockholders Agreement (as
defined below) pursuant to Section 6.5 therein. Upon the valid
exercise of all or any part of the Option, a certificate (or
certificates) for the number of shares of Stock with respect to
which the Option is exercised shall be issued in the name of the
Optionee, subject to the other terms and conditions of this
Agreement and the Plan. Notation of any partial exercise shall be
made by the Company on Schedule III attached
hereto.
(c) Consideration . At the time of
any exercise of the Option, the purchase price of the shares of
Stock as to which the Option shall be exercised shall be paid to
the Company (i) in United States dollars by personal check,
bank draft or money order; (ii) if permitted by applicable law
and approved by the Committee, with Common Stock already owned by
the Optionee, and purchased or held for the requisite period of
time as necessary to avoid a charge to the Company’s or any
Affiliate’s earnings for financial reporting purposes, having
a total Fair Market Value on the date of such exercise of the
Option equal to such purchase price of the shares of Stock for
which the Option is so exercised; or (iii) a combination of
the consideration provided for in the foregoing clauses
(i) through (ii).
(d) Exercise Upon Death, Disability or
Termination of Employment . The Option shall terminate upon the
termination, for any reason, of the Optionee’s employment
with the Company or an Affiliate, and no shares of Stock may
thereafter be purchased under the Option except as
follows:
(i) In the event of the death of the
Optionee while an employee of the Company or an Affiliate, the
Option, to the extent the Option would be exercisable in accordance
with Section 2(b) hereof as of the date of his death, may be
exercised after his death by his designated beneficiary, his heir,
the legal representative of the Optionee’s estate or by the
legatee of the Optionee under his last will for a period of one
(1) year from the date of his death or until the expiration of
the stated period of the Option, whichever period is the
shorter.
(ii) If the Optionee’s employment
with the Company or an Affiliate shall terminate by reason of
Disability, the Option, to the extent exercisable in accordance
with Section 2(b) hereof as of the date of such termination of
employment, may be exercised after such termination but may not be
exercised after the expiration of the period of one (1) year
from the date of such termination of employment or of the stated
period of the Option, whichever period is the shorter.
(iii) If the Optionee voluntarily
terminates his employment with the Company or an Affiliate, or the
Company or such Affiliate terminates the Optionee’s
employment without “Cause” (within the meaning of the
employment agreement between Associated Materials Incorporated, an
indirect wholly-owned subsidiary of the Company, and the Optionee
(the “Employment Agreement”), or, if no such employment
agreement is in effect, as determined by the Committee in its
discretion), the Option, to the extent exercisable in accordance
with Section 2(b) hereof as of the date of such termination, may
thereafter be exercised but may not be exercised after the
expiration of the period of three (3) months from the date of
such termination of employment or of the stated period of the
Option, whichever period is the shorter.
(iv) If the Optionee dies after termination
of his employment with the Company and/or an Affiliate under
paragraph (ii) or (iii) of this Section 2(d) above during
the one (1) year or three (3) month period following such
termination specified in such paragraphs, the Option, to the extent
the Option would have been exercisable in accordance with such
applicable paragraph (ii) or (iii) as of the date of the
Optionee’s death, may be exercised after his death by his
designated beneficiary, his heir, the legal representative of his
estate or by the legatee of the Optionee under his last will until
the expiration of the period of one (1) year from the date of
his death or of the stated period of the Option, whichever period
is the shorter.
-2-
(v) If the Optionee’s employment is
terminated by the Company or an Affiliate for Cause, the Option
shall automatically, without any further action required by the
Company, terminate on the date of such termination of employment
and no shares of Stock may thereafter be purchased under the
Option.
(e) Nontransferability . The Option
shall not be transferable by the Optionee except that the Optionee
may transfer the Option to (a) his or her spouse, child,
estate, personal representative, heir or successor, (b) a
trust for the benefit of the Optionee or his or her spouse, child
or heir, or (c) a partnership or limited liability company the
partners or members of which consist solely of the Optionee and/or
his or her spouse, child, heir, and/or successor (each, a
“Permitted Transferee”) and the Option is exercisable,
during the Optionee’s lifetime, only by him or her or a
Permitted Transferee, or, in the event of the Optionee’s
death or Disability, his or her executor, guardian or legal
representative. More particularly (but without limiting the
generality of the foregoing), the Option may not be assigned,
transferred (except as aforesaid), pledged or hypothecated in any
way (whether by operation of law or otherwise), and shall not be
subject to execution, attachment or similar process. Any
assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any
attachment or similar process upon the Option that would otherwise
effect a change in the ownership of the Option, shall terminate the
Option; provided, however, that, in the case of the involuntary
levy of any attachment or similar involuntary process upon the
Option, the Optionee shall have thirty (30) days after notice
thereof to cure such levy or process before the Option terminates.
This Agreement shall be binding on and enforceable against any
person who is a Permitted Transferee of the Option.
(f) Withholding Taxes . At the time
of receipt of Stock upon the exercise of all or any part of the
Option, the Optionee shall be required to pay to the Company in
cash (or make other arrangements, in accordance with Section 9
of the Plan, for the satisfaction of) any taxes of any kind
required by law to be withheld with respect to such Stock. In no
event shall Stock be delivered to the Optionee until the Optionee
has paid to the Company in cash, or made arrangements satisfactory
to the Company regarding the payment of, the amount of any taxes of
any kind required by law to be withheld with respect to the Stock
subject to the Option, and the Company shall have the right to
deduct any such taxes from any payment of any kind otherwise due to
the Optionee.
(g) No Rights as Stockholder .
Neither the Optionee nor any other person shall become the
beneficial owner of the shares of Stock subject to the Option, nor
have any rights to dividends or other rights as a stockholder with
respect to any such shares, until the Optionee has exercised the
Option in accordance with the provisions hereof and of the
Plan.
(h) No Right to Continued
Employment . Neither the Option nor any terms contained in this
Agreement shall confer upon the Optionee any express or implied
right to be retained in the service of the Company or an Affiliate
for any period or at all, nor restrict in any way the right of the
Company or any Affiliate, which right is hereby expressly reserved,
to terminate his employment at any time with or without cause. The
Optionee acknowledges and agrees that any right to exercise the
Option is earned only by continuing as an employee of the Company
and the Affiliates, or satisfaction of any other applicable terms
and conditions contained in this Agreement and the Plan, and not
through the act of being hired, being granted the Option or
acquiring shares of Stock hereunder.
-3-
(i) Inconsistency with Plan .
Notwithstanding any provision herein to the contrary, the Option
provides the Optionee with no greater rights or claims than are
specifically provided for under the Plan. If and to the extent that
any provision contained in this Agreement conflicts with the Plan,
the Plan shall govern.
(j) Compliance with Laws, Regulations
and Stockholders Agreement . The Option and the obligation of
the Company to sell and deliver shares of Stock hereunder shall be
subject in all respects to (i) all applicable Federal and
state laws, rules and regulations; (ii) any registration,
qualification, approvals or other requirements imposed by any
government or regulatory agency or body which the
|
