1
Exhibit 10.12
DATED AS OF ________ __, ____
HUTTIG BUILDING PRODUCTS, INC.
____________________________
FORM OF EMPLOYMENT AGREEMENT
____________________________
OF
[EXECUTIVE]
2
THIS AGREEMENT is made as of the __ day of ________, ____.
BETWEEN:
Huttig Building Products, Inc., a Delaware corporation (the "Company"),
and [EXECUTIVE], whose residence is [insert residence address], (the
"Executive").
WHEREAS the Company desires to employ, or to continue to employ, as the
case may be, the services of the Executive in connection with the
conduct of the Company's business; and
WHEREAS, the Executive desires to be employed, or to continue to be
employed, by the Company, as the case may be; and
WHEREAS the Executive recognizes and acknowledges that the Executive's
position with the Company has provided or will provide the Executive
with access to the Company's customers and/or its confidential and
proprietary business information.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties,
intending to be legally bound, hereby agree, as follows:
1. EMPLOYMENT The Company shall employ the Executive, and the Executive
shall serve the Company in the capacity and on the terms specified in
this Agreement.
3
2. PERIOD
(A) This Agreement shall commence on the date hereof and, subject
to the other provisions hereof, shall continue unless and
until terminated in accordance with the following:
(i) by the Company giving to the Executive prior written
notice as required in Schedule "B" (the "Schedule B
Notice Period"); provided, however, the Company may
treat the employment of the Executive as terminated
at any time simultaneously with or after receipt of
such written notice, subject to the Company's
continued obligations pursuant to Paragraph 9(A);
(ii) by the Executive giving to the Company not less than
one (1) month's prior written notice (the "One
(1)-Month Notice Period"); provided, however, the
Company may treat the employment of the Executive as
terminated at any time after receipt of such written
notice. Such election to terminate by the Company
shall also terminate the rights of the Executive to
payments pursuant to Paragraph 9(A) for the One
(1)-Month Notice Period or severance elections
related thereto;
(iii) without notice on the Executive's sixty-fifth
birthday; or
(iv) by the Company or Executive in accordance with
Paragraphs 8(D) or 9(B).
(B) The Executive's continuous period of employment by the Company
shall be deemed to have commenced on [insert date of first
employment by Rugby or Huttig, as the case may be].
-2-
4
3. DUTIES AND PERFORMANCE
During the continuance of this Agreement, the Executive:
(A) shall serve the Company in the position identified in Schedule
"C" attached hereto (or in such capacity as may from time to
time be designated in writing, substituted and attached hereto
as Schedule "C") and shall perform and render such duties and
services as are customarily performed and rendered by one
holding such position;
(B) shall report to the officer or the Board of Directors of the
Company ("Board") as may be noted from time to time on
Schedule "C";
(C) shall perform and render all of the duties and services that
may be required of and from the Executive consistent with the
responsibilities and authority of his position and pursuant to
the terms and conditions hereof, faithfully, industriously, to
the best of his ability, experience and talents, and to the
reasonable satisfaction of the Board and the person to whom
the Executive is responsible pursuant to Paragraph 3(B), shall
comply with the advice, directions, orders, policies,
regulations and standards of the Board of Directors of the
Company as promulgated from time to time;
(D) may be required in pursuance of his employment to be engaged
in work on behalf of the Company or any parent, subsidiary or
affiliate of the Company from time to time (collectively, the
"Group"); and
-3-
5
(E) shall devote his entire work time, attention, knowledge,
skills, energies and best efforts to the performance and
rendition of his duties and services hereunder, and to the
furtherance of the business and interests of the Company.
4. REMUNERATION
(A) As remuneration for his services hereunder, the Company shall
pay the Executive, and the Executive agrees to accept, a base
salary as set out in Schedule "D" attached hereto, or at such
other rate as may from time to time be agreed in writing,
substituted and attached hereto as Schedule "D". Such base
salary shall be payable in accordance with the Company's usual
payment policy and practices, but not less frequently than
monthly.
(B) The Company shall pay the Executive a bonus calculated in
accordance with the EVA incentive compensation plan of the
Company applicable for employees of the Group at a comparable
position or level to the Executive, as in effect from time to
time. Nothing contained herein shall be deemed or construed to
entitle the Executive to receive any minimum incentive bonus.
Except as otherwise provided herein, the bonus shall accrue
and be payable to the Executive only if he is employed by the
Company under this Agreement as of December 31 of each year.
(C) Base salary and bonuses shall be subject to any applicable
federal, state and local withholding and deductions
-4-
6
5. EXPENSES
During the continuance of this Agreement, the Executive shall be
entitled:
(A) to be reimbursed for all reasonable out-of-pocket expenses
which he has properly incurred in performing his duties and
obligations under this Agreement upon receipt by the Company
of satisfactory, itemized account and receipts of all such
expenditures which shall not be in excess of any limitation
established for such expenditures by the Company; and
(B) to the use of a company automobile, together with the payment
of operating expenses and insurance related thereto; provided,
however, in lieu of a company automobile, the Company may, at
its option, provide the Executive with an automobile allowance
intended to reimburse the Executive for the expenses of
operating and maintaining his personal automobile to the
extent such are attributable to promoting the business of the
Company.
6. FRINGE BENEFIT PLANS
The Company agrees that the Executive shall be entitled to customary
employee "fringe benefits" afforded by the Company to comparable
personnel upon his qualifications for and in accordance with the terms
and conditions of the plans and programs established and implemented by
the Company. Subject to the terms of such plans or programs and federal
and state laws applicable thereto, the Executive acknowledges that the
Company may change, alter or eliminate, without the Executive's
consent, any and all of such "fringe benefits" at any time.
-5-
7
7. VACATIONS AND HOLIDAYS
The Executive shall be entitled in each calendar year to the following
vacations and paid holidays:
(A) vacation with full salary and in accordance with the personnel
policies of the Company to be taken at such reasonable time or
times as may be approved by the Company; and
(B) paid holidays in accordance with the personnel policies of the
Company.
8. ILLNESS AND DISABILITY
(A) The Company shall continue to pay the Executive at his normal
rate of pay during any periods of absence resulting from
sickness or injury up to an aggregate maximum of six (6)
months in any twelve (12) month period; provided, however, the
Company may require the Executive to provide medical
certificates in accordance with the personnel policy of the
Company.
(B) The Executive shall be entitled to participate in the
disability plan(s) as operated from time to time by the
Company or the Group upon his qualification therefor. No
warranty is given by the Company or any company in the Group
that any claim made by or on behalf of the Executive under
such disability plan will be accepted and no liability shall
attach to the Company or any such company in the Group in the
event that any claim shall be rejected, in whole or in part.
(C) If the Executive is participating in any short-term disability
program of the Company, it is expressly understood between the
parties that any payments made to the Executive by the Company
during any temporary disability will be reduced by the amount
the Executive is entitled to receive (whether actually
received or
-6-
8
not) from the disability program of the Company in accordance
with the provisions of the group policy issued to the Company.
(D) In the event that the Executive is permanently disabled, which
shall be conclusively presumed if the Executive shall be
absent from sickness or injury beyond the six (6) month period
specified in Paragraph 8(A) hereof, then either the Company or
the Executive shall have the right to terminate this Agreement
by giving one (1) month's notice in writing.
9. TERMINATION, SUSPENSION AND SEVERANCE PAYMENTS
(A) This Agreement may be terminated by either party giving notice
to the other in accordance with Paragraph 2(A) hereof. Upon
notice of termination pursuant to Paragraphs 2(A)(i) or
2(A)(ii), the Executive shall be paid his salary for the
Schedule B Notice Period ("Notice Salary Amount") or the One
(1)-Month Notice Period, as applicable, and shall continue to
receive all fringe benefits pursuant hereto for and during the
Schedule B Notice Period or the One (1)-Month Notice Period,
as applicable; provided, however, if Executive shall breach or
otherwise violate the terms of this Agreement, including but
not limited to Paragraph 10, during the period of payment
pursuant to this Paragraph 9(A), or if the Company shall elect
to treat the Executive's notice under Paragraph 2(A)(ii) as
having immediate effect, the Company shall immediately have no
further liability under the terms of this Paragraph 9(A) which
shall thereupon become null and void and of no further force
and effect. Any salary payments made during the One (1)-Month
Notice Period, if applicable, shall be made at the same time,
with the same frequency, and subject to the same withholding
obligations as if no notice had
-7-
9
been given. Any salary payments made for the Schedule B Notice
Period, if applicable, shall be made as follows:
(i) for the first three (3) months of the Schedule B
Notice Period, the Company shall pay the Executive
his salary on the same pay dates, in the same amounts
and subject to the same withholding obligations as if
no notice has been given;
(ii) for the remainder of the Schedule B Notice Period,
the Company shall pay the Executive seventy-five per
cent (75%) of the difference between (a) the Notice
Salary Amount, and (b) the salary paid the Executive
pursuant to Paragraph 9(A)(i), payable in equal
installments on the same pay dates and subject to all
withholding obligations as if no notice had been
given; and
(iii) at the end of the payment period pursuant to
Paragraph 9(A)(ii), the Company shall pay the
Executive the remainder of the unpaid Notice Salary
Amount, subject to all withholding obligations as if
no notice had been given.
It is expressly understood, acknowledged and agreed
that all compensation, including fringe benefits,
payable to the Executive by the Company following
termination of employment and during the Schedule B
Notice Period or the One (1)-Month Notice Period, as
applicable, shall be subject to the duty of the
Executive to use his best efforts to mitigate his
damages under this Paragraph 9(A) by seeking other
employment and shall be offset by any compensation
which the Executive shall receive
-8-
10
from such other employment or which the Executive
could have received with reasonable efforts. During
the Schedule B Notice Period or the One (1)-Month
Notice Period, as applicable, the Company may request
that the Executive provide information as to the
actions and status of the Executive's efforts to
mitigate damages hereunder by seeking alternative
employment and the Executive shall provide such
requested information. Upon employment by such
alternate employer during the Schedule B Notice
Period or the One (1)-Month Notice Period, as
applicable, the Executive shall notify the Company of
such employment and of the compensation terms related
thereto.
(B) Notwithstanding the other provisions of this Agreement, the
Company shall be entitled to terminate this Agreement
immediately and without notice if, at any time during the term
of this Agreement, the Executive:
(i) commits fraudulent or dishonest acts, gross
negligence, or disloyalty in connection with his
employment, or is convicted of a criminal act
involving dishonesty, whether such conviction is in
connection with his employment or not; or
(ii) violates the terms of this Agreement and fails to
cure such breach within thirty (30) days after the
receipt of written notice by the Company to the
Executive of such violation or breach, which notice
shall state in reasonable detail the facts and
circumstances claimed to be a violation or breach and
of the intent of the Company to terminate this
Agreement upon the failure of the Executive to timely
cure; or
-9-
11
(iii) dies.
(C) The Company may suspend the Executive with full pay from his
employment hereunder at any time in order to investigate
circumstances which, in the reasonable opinion of the
President and Chief Executive Officer of the Company, might
give rise to termination of this Agreement in accordance with
the provisions of Paragraph 9(B).
(D) Upon termination of this Agreement for any reason, the
Executive shall:
(i) immediately return to the Company all papers,
documents, books, records, computer disks, accounts,
drawings, credit cards, keys, and other property
belonging to, or relating to the business of, the
Company or any company in the Group which are then in
the possession or control of the Executive; and
(ii) within thirty (30) days after the actual termination
date, return to the Company any company automobile;
and
(iii) upon the Company's request, immediately in writing
resign any directorship or other office which the
Executive may hold in the Company or any company in
the Group without compensation for loss thereof and
transfer any nominee or other shares owned by the
Company or any such company in the Group to such
person or company as the Company shall nominate.
(E) If the Executive terminates employment with the Company within
twelve (12) months of the commencement of employment with the
Company, the Executive shall reimburse the Company on the date
of his termination for any moving
-10-
12
expenses which the Company incurred on behalf of the
Executive. The Company shall have the right to offset the same
against any sums otherwise due to the Executive pursuant to
the terms of this Paragraph 9 or otherwise.
(F) Termination of this Agreement in accordance with the terms
hereof shall not affect any rights or remedies of the parties
hereto which shall have previously accrued.
(G) Notwithstanding the termination of this Agreement for any
reason, the provisions of Paragraphs 9(A), 9(D), 9(E), 10(C),
10(D), (10(E), 10(F), 10(G), and 11, as and if applicable,
shall continue in full force and effect in accordance with
their respective terms.
10. RESTRAINTS ON THE EXECUTIVE ACTIVITIES
(A) During the continuance of this Agreement, the Executive shall
not be, directly or indirectly, engaged, concerned or
interested in any capacity in any other trade, business or
occupation, except:
(i) as the owner of securities which are held for
investment only, which are subject to any recognized
stock exchange, and which do not exceed five per cent
(5%) in nominal value of the securities of that class
("Approved Ownership"); or
(ii) with the prior written consent of the Company, which
consent shall not be unreasonably withheld. A request
for such written consent shall include the detail of
any proposed concern and/or interest.
(B) During the continuance of this Agreement, the Executive shall
comply with all applicable laws, regulations and rules in
force from time to time relating to
-11-
13
trading of shares of stock of the Company and shall obtain the
prior written consent of the Secretary of the Company before
effecting a trade of shares of stock of the Company. Any
failure to obtain the required consent shall constitute a
breach for the purposes of Paragraph 9(B)(ii) hereof.
(C) During the term of the employment of the Executive with the
Company and at all times thereafter, the Executive shall keep
confidential and shall not at any time use, for his own or
another's advantage or disclose to any person, firm or company
any trade secrets, business methods or confidential
information concerning the business, financial status or
affairs of the Company or any company in the Group, including
but not limited to, customer or supplier lists, trade
processes or materials, price lists, cost data, new products
or business plans ("Confidential Information") which may have
come to the Executive's knowledge during his employment
hereunder or during any previous period of employment with the
Company or any company in the Group; provided, however, this
restriction shall not prevent:
(i) any disclosure or use authorized by the President and
Chief Executive Officer of the Company, required by
law, or made to enable the Executive to perform his
duties hereunder; or
(ii) the use of the personal skills of the Executive in
any business in which he may be lawfully engaged
(subject to the terms of this Paragraph 10), after
termination of this Agreement; or
(iii) the use of Confidential Information that is in or
comes into the public domain in any way without
breach of this Agreement by the Executive.
-12-
14
(D) During the term of this Agreement and for the period of one
(1) year following termination of this Agreement (the
"Covenant Period"), the Executive shall not, whether alone or
jointly with another, and whether directly or indirectly,
solicit or endeavour to entice away, knowingly offer
employment to, knowingly employ, or offer or conclude any
contract for services with, any person who is employed by the
Company or any company in the Group at the date of termination
of this Agreement and who has been employed in skilled or
managerial work at any time during the period of one (1) year
preceding the termination of this Agreement by the Company or
any company in the Group for which the Executive shall have
had managerial responsibility or with which the Executive
shall have been involved or directly connected during such
preceding two (2)-year period ("Relevant Company").
(E) Recognizing that the Company's business success is dependent
upon the Confidential Information and business relationships
which the Company entrusts to its employees, the Executive
agrees that during the term of his employment and for the
Covenant Period, the Executive shall not, directly or
indirectly;
(i) provide "competitive services" to any person, firm,
corporation or entity with whom or which the
Executive has dealt on behalf of the Company or the
Relevant Company; or
(ii) cause or attempt to cause any customer or prospective
customer of the Company or the Relevant Company as of
the date of termination, to which the Executive had
access to the Confidential Information or had a
business relationship, to divert, terminate, limit or
in any manner modify or fail to
-13-
15
enter into, any actual or potential business
relationship or contract with the Company or the
Relevant Company.
For purposes of this Agreement, "competitive services" shall
include products, merchandise and/or services which are of the
same general type, perform similar functions or are used for
the same purposes as the products, merchandise and/or services
which have been sold, provided or offered by the Company or
the Relevant Company at any time during the last one (1) year
of the Executive's employment.
(F) Each provision of this Paragraph 10 constitutes an entirely
separate and independent restriction. The Executive
acknowledges and agrees that the duration, extent and
application of each respective restriction of this Paragraph
10 is no greater than is reasonable and necessary for the
protection of the interests of the Company, but that if any
court of competent jurisdiction shall determine that the
period, the scope, or the territory covered by, or any other
provision of, this covenant pursuant to this Paragraph 10 is
unreasonable, such provision shall not be deemed to be null
and void and of no effect but shall be reformed by such court
to impose a reasonable period, reasonable scope, reasonable
geographical limitation or reasonable other provision, as the
case may be.
(G) In the event of a breach or threatened breach by the Executive
of his obligations and covenants hereunder, the Company shall
be entitled to temporary, preliminary and/or permanent
injunctive relief against the Executive, in addition to any
and all other rights or remedies which it may have, including
damages and reasonable attorneys' fees. The Executive hereby
expressly acknowledges that the harm
-14-
16
which might result to the Company's goodwill or its
relationships with customers, or as a result of the disclosure
or use of the Confidential Information, is irreparable.
(H) In addition to any other rights and remedies which the Company
may have pursuant to Paragraph 10(G), if the Executive
breaches any of his obligations pursuant to this Paragraph 10
at any time during the period of payment under Paragraph 9(A),
the Company shall immediately cease to have any liability for
payments to be made or for provision of fringe benefits during
or for the Schedule B Notice Period or the One (1)-Month
Notice Period, as applicable, under the provisions of
Paragraph 9, which obligations by the Company shall become
null and void and of no further force and effect.
11. INVENTIONS
The Executive has a special obligation to further the interests of the
Company and the Group. Accordingly, if the Executive makes or discovers
any discovery, invention, improvement, or process in the course of his
employment for the Company or the Group (the "Discovery"), he shall:
(A) immediately provide full details of the Discovery to the
Company;
(B) not disclose any details of the Discovery to any third party
without prior written consent of the Company;
(C) if required by the Company during or after the termination of
this Agreement, do all that is necessary to obtain patent or
other protection for the Discovery in any country specified by
the Company; and
(D) hold in trust for the Company all rights in the Discovery.
-15-
17
12. EXECUTIVE'S REPRESENTATION AND INDEMNITY
The Executive represents to the Company that the execution and delivery
of this Agreement and/or the employment of the Executive with the
Company do not violate any previous employment agreement or other
contractual obligation of the Executive. The Executive agrees to
defend, indemnify and hold harmless the Company and any company in the
Group against any and all claims, demands, losses, damages or expenses,
including reasonable attorneys' fees, suffered or incurred as a result
of any violation of the representations contained in this Paragraph 12.
13. MISCELLANEOUS
(A) This Agreement shall supersede all prior agreements made
between the parties hereto relating to the employment of the
Executive.
(B) Except as stated herein,
(i) this Agreement contains the entire agreement of the
parties as to its subject matter; and
(ii) neither party has entered into this Agreement in
reliance upon any oral representation, warranty or
inducement leading to the signature hereof.
(C) The various provisions of this Agreement are severable and, if
any provision is held to be invalid or unenforceable by any
court of competent jurisdiction, then such invalidity or
unenforceability shall not affect the remaining provisions
hereof.
(D) No modifications or amendment of any of the provisions of this
Agreement shall be effective unless in writing specifically
referring hereto, and signed by the parties.
-16-
18
14. NOTICE
All notices and other communications hereunder shall be in writing and
shall be sufficient in all respects if given in writing and delivered
or mailed by registered or certified mail postage prepaid, or if sent
by telefax (in which case promptly confirmed by registered or certified
mail postage prepaid) or by overnight courier, addressed to the
addresses set forth above or to such other address as shall be
furnished in writing by either party to the other party. All notices
and other communications hereunder given in the manner provided above
shall be deemed effective upon receipt.
15. NO WAIVER
No failure on the part of either party at any time to require the
performance by the other party of any term hereof shall be taken or
held to be a waiver of such term or in any way affect such party's
right to enforce such term, and no waiver on the part of either party
of any term hereof shall be taken or held to be a waiver of any other
term hereof or the breach thereof.
16. BENEFIT AND ASSIGNMENT
The Executive acknowledges that the duties and services to be performed
and rendered by him are unique and personal; accordingly, the Executive
may not assign any of his rights or delegate any of his duties
hereunder without the prior written consent of the Company which may be
withheld in its sole and absolute discretion. The rights and
obligations of the Company hereunder shall be assignable and shall
inure to the benefit of, and be binding upon, the successors and
assigns of the Company.
-17-
19
17. CONSTRUCTION
Whenever a singular word is used herein, it shall also include the
plural wherever required by the context, and vice versa; and whenever
any gender is used herein, it shall also include the other genders
wherever required by the context. The terms and conditions hereof shall
be interpreted and construed in accordance with their usual and
customary meanings, and the parties hereby expressly waive and
disclaim, in connection with the interpretation and construction
hereof, any rule of law or procedure requiring otherwise, specifically
including, but not limited to, any rule of law to the affect that
ambiguous or conflicting terms or conditions contained herein shall be
interpreted or construed against the party whose counsel prepared this
Agreement or any earlier draft hereof.
18. ARBITRATION AND GOVERNING LAW
Except for the enforcement of any rights to equitable relief pursuant
to Paragraph 10(G), to which the parties consent to jurisdiction in the
state and federal courts in Missouri, the Executive and the Company
agree that any dispute arising out of, pursuant to, or relating to the
Agreement, including but not limited to any dispute regarding the
provisions of Paragraph 10 of the Agreement, shall be resolved by
binding arbitration in St. Louis, Missouri, before one (1) arbitrator
pursuant to the rules of the American Arbitration Association for
commercial arbitration. This Agreement shall be interpreted in
accordance with and governed by the laws of the State of Missouri. The
sole function of the arbitrator is to interpret and enforce the
Agreement under Missouri law and, except as provided under the law
and/or the provisions of Paragraphs 10(F) and 13(C) herein, the
arbitrator shall have no authority to alter, amend, modify or change
the Agreement. The
-18-
20
costs of the arbitration (other than each party's own attorneys' fees)
shall be shared equally by the Executive and the Company.
19. CAPTIONS
The captions herein are for convenience and identification purposes
only, are not an integral part hereof, and are not to be considered in
the interpretation of any part hereof.
20. COUNTERPARTS
This Agreement may be executed in separate counterparts, each of which
when so executed shall be an original, but all of such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Executive have each executed this
Agreement on the day and in the year first written.
HUTTIG BUILDING PRODUCTS, INC.
By:______________________________________
Name: __________________________
Title:__________________________
_________________________________________
Executive:
PLEASE NOTE
BY SIGNING THIS EMPLOYMENT AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT
THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY
BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT;
(C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY
QUESTIONS THE EXECUTIVE MAY HAVE HAD ABOUT THE AGREEMENT AND HAS RECEIVED
SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S
RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.
-19-
21
SCHEDULE "A"
THE COMPANY
The employer in, the contracting party to, and the "Company" as defined in, the
Employment Agreement of [Executive] shall be Huttig Building Products, Inc., a
Delaware Corporation having its principal office and place of business at
Lakeview Center, Suite 400, 14500 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇.
-20-
22
SCHEDULE "B"
NOTICE PERIOD
For purposes of Paragraph 2(A)(i) of the Employment Agreement of [Executive]
("Executive"), the Company shall be required to give twelve (12) months' prior
written notice to the Executive.
-21-
23
SCHEDULE "C"
POSITION OF THE EXECUTIVE
Date: ________ __, ____
The position of [Executive] ("Executive") with Huttig Building Products, Inc.,
("Company") shall be [insert title], effective ________ __, ____. As [ ], the
Executive shall report to [inset supervisor's title], until otherwise directed
by the Board of Directors of the Company, the President and Chief Executive
Officer of the Company, the officer to whom Executive reports pursuant hereto,
or until a new Schedule "C" is delivered to Executive.
By:
______________________
-22-
24
SCHEDULE "D"
COMPENSATION OF THE EXECUTIVE
Date: ________ __, ____
The base salary of [Executive] ("Executive") payable by Huttig Building Products
("Company") for the period commencing from the date hereof and ending 31 January
2001 (or until otherwise changed by the written agreement of Executive and
Company) shall be at the rate of $____________ per annum. The base salary shall
be subject to review at the end of each year. The salary will not be reduced
below its existing level but if changed, a revised Schedule "D" shall be
executed and substituted herefor.
HUTTIG BUILDING PRODUCTS, INC.
By: ______________________________
Name: _______________________
Title: _______________________
-23-