This
Repurchase Agreement (this “ Agreement ”) is
made and entered into as of January 2, 2006, by and between
Kenneth L. Bloom (the “ Employee ”) and AMH
Holdings II, Inc., a Delaware corporation (the “
Company ”).
WHEREAS,
pursuant to an Employment Agreement, dated as of August 21,
2002, as amended by an Amended and Restated Employment Agreement,
dated as of July 27, 2004, each between the Employee and
Associated Materials Incorporated, a Delaware corporation and a
wholly-owned subsidiary of the Company (“ AMI
”), the Employee was employed as an executive officer of
AMI;
WHEREAS,
pursuant to an Associated Materials Holdings Inc. Stock Option
Award Agreement, dated September 4, 2002 (the “ 2002
Award Agreement ”), between the Employee and Associated
Materials Holdings Inc. (“ AMHI ”), the Employee
was awarded options to purchase shares of the common and preferred
stock of AMHI, subject to the terms and conditions of the 2002
Award Agreement and of the Associated Materials Holdings Inc. 2002
Stock Option Plan (the “ 2002 Option Plan
”).
WHEREAS,
in connection with two recapitalization transactions that closed on
March 4, 2004 and December 22, 2004, respectively,
(i) AMH Holdings, Inc., a Delaware corporation (“
AMH ”) was established as the direct parent company
AMHI, (ii) the Company was established as the direct parent
company of AMH, (iii) all of the currently outstanding shares
of stock issued to the Employee upon the exercise of options
granted pursuant to the 2002 Award Agreement have become shares of
the Class B, Series II (Non-Voting) Common Stock of the
Company (“ B-II Company Common Stock ”),
(iv) the Employee has agreed, pursuant to an Agreement dated
as of December 22, 2004, to exchange all of the shares of
stock issuable upon the exercise of his currently unexercised
options granted pursuant to the 2002 Award Agreement for shares of
B-II Company Common Stock and (v) pursuant to an AMH Holdings
II, Inc. Stock Option Award Agreement, dated December 22, 2004
(the “ 2004 Award Agreement ” and, together with
the 2002 Award Agreement, the “ Award Agreements
”), between the Employee and the Company, the Employee was
granted options to purchase additional shares of B-II Company
Common Stock, subject to the terms and conditions of the 2004 Award
Agreement and of the AMH Holdings II, Inc. 2004 Stock Option Plan
(the “ 2004 Option Plan ”);
WHEREAS,
the Employee voluntarily terminated his employment by AMI and all
of its affiliates on October 21, 2005;
WHEREAS,
pursuant to Section 5 each Award Agreement, upon the
termination under any circumstances of the Employee’s
employment with the Company or any of its affiliates, the Company
has the right to repurchase any or all of the outstanding shares of
stock issued upon the exercise of any options granted pursuant to
the applicable Award Agreement, for a purchase price equal to the
lesser of the fair market value thereof and the purchase price paid
therefor by the Employee, in the case of a termination by the
Employee;
WHEREAS, the Compensation Committee of the Board of Directors of
the Company has determined that the fair market value of the B-II
Company Common Stock is currently $0.00 per share (the “
Current FMV ”); and
WHEREAS,
in accordance with Section 5(a) of each Award Agreement, the
Company has previously delivered written notice to the Employee of
its intent to repurchase all of the shares of B-II Company Common
Stock owned beneficially and of record by the Employee for a
purchase price equal to the Current FMV, and the Company and the
Employee desire to enter into this Agreement to effect such
repurchase, in accordance with Section 5(b) of each Award
Agreement.
NOW,
THEREFORE, the parties hereto agree as follows:
1.
Repurchase of B-2 Company Common Stock; Waiver of Option
Exercise .
(a) The
Employee hereby acknowledges and agrees that the Current FMV
represents the current fair market value of the B-II Company Common
Stock as of the date hereof and accordingly, pursuant to Section
5(b) of each applicable Award Agreement, does hereby sell, assign,
transfer and convey unto the Company, ___ shares of B-II Company
Common Stock, such shares constituting all of the currently
outstanding shares of capital stock of the Company issued upon the
exercise of options granted pursuant to either of the Award
Agreements, as applicable (collectively the “ Repurchased
Stock ”). Contemporaneously with the execution and
delivery of this Agreement, the Employee shall deliver to the
Company any and all stock certificates representing the Repurchased
Stock, together with duly executed stock powers endorsed in blank
or such other instruments of transfer as are reasonably acceptable
to the Company.
(b) The
Employee hereby notifies the Company that he will not exercise any
outstanding options which are currently exercisable pursuant to the
terms of either Award Agreement, hereby waives any applicable
post-termination exercise period in respect of such options as
provided in Section 2(d) of the applicable Award Agreement, and
hereby agrees that all of such unexercised options are hereby
unconditionally and irrevocably forfeited by the
Employee.
2.
Representations and Warranties of the Employee .
The
Employee hereby represents and warrants to the Company as
follows:
(a) The
Employee has the legal capacity to execute this Agreement and to
consummate the transactions contemplated hereby. The Employee has
duly executed and delivered this Agreement and this Agreement
constitutes a legal, valid and binding obligation of the Employee,
enforceable against the Employee in accordance w
|
