SEVERANCE AGREEMENT BETWEEN QUANEX BUILDING PRODUCTS CORPORATION AND
Exhibit 10.5
This Agreement between Quanex Building Products Corporation, a Delaware corporation
(the “Company”), and (the “Executive”) is effective as of the Effective Date (as
defined herein), and is subject to and contingent upon the closing of the Contemplated Transactions
(as defined in that certain Waiver and Release Agreement by and between the Company and Executive
dated November 19, 2007). Certain capitalized terms used herein are defined in Section 19.
W I T N E S S E T H:
Whereas, as an inducement for the Executive to accept the Company’s offer of
employment, the Company agreed to provide the Executive a severance benefit under certain
circumstances;
Whereas, the Executive has accepted the position of with the
Company (the “Employment Position”); and
Whereas, the Company considers it to be in the best interests of the Company to enter
into a severance agreement with the Executive;
Now, Therefore, the parties agree, effective as stated above, as follows:
Section 1. Term of This Agreement. The term of this Agreement shall begin on
the Effective Date and, unless automatically extended pursuant to the second sentence of this
Section 1, shall expire on the first to occur of:
(i) the Executive’s death or the Executive’s Disability, which events shall
also be deemed automatically to terminate Executive’s employment by the Company;
(ii) the termination by the Executive or the Company of the Executive’s
employment by the Company; or
(iii) the end of the last day (the “Expiration Date”) of the 24-month period
beginning on the Effective Date (or any period for which the term of this Agreement
shall have been automatically extended pursuant to the second sentence of this
Section 1).
If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of
the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the
Company shall not have given notice to the Executive at least ninety (90) days before the
Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term
of this Agreement shall be automatically extended for successive one-year periods (the first such
period to begin on the day immediately following the Expiration Date) unless the Company shall have
given notice to the Executive at least ninety (90) days before the end of any one-year period for
which the term of this Agreement shall have been automatically extended that such term will expire
at the end of that one-year period. The expiration of the term of this Agreement shall not
terminate this Agreement itself or affect the right of the Executive or the Executive’s
legal representatives to enforce the payment of any amount or other benefit to which the Executive
was entitled before the expiration of the term of this Agreement or to which the Executive became
entitled as a result of the event (including the termination, whether by the Executive or the
Company or automatically
as provided in this Section 1, of the Executive’s employment by the
Company) that caused the term of this Agreement to expire.
Section 2. Event of Termination for Cause. An “Event of Termination for
Cause” shall have occurred if, during the term of this Agreement, the Executive shall have
committed:
(i) gross negligence or willful misconduct in connection with his duties or in
the course of his employment with the Company;
(ii) an act of fraud, embezzlement or theft in connection with his duties or in
the course of his employment with the Company;
(iii) intentional wrongful damage to property of the Company;
(iv) intentional wrongful disclosure of secret processes or confidential
information of the Company; or
(v) an act leading to a conviction of a felony or a misdemeanor involving moral
turpitude.
For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be
deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be
deemed “intentional” only if done, or omitted to be done, by the Executive not in good faith and
without reasonable belief that his action or omission was in the best interest of the Company.
Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a
result of an “Event of Termination for Cause” hereunder unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the Board of Directors then in office at a meeting of the Board of Directors
called and held for such purpose (after reasonable notice to the Executive and an opportunity for
the Executive, together with his counsel, to be heard before the Board of Directors), finding that,
in the good faith opinion of the Board of Directors, the Executive had committed an act set forth
above in this Section 2 and specifying the particulars thereof in detail. Nothing herein shall
limit the right of the Executive or his legal representatives to contest the validity or propriety
of any such determination.
Section 3. An Event of Termination for Good Reason. An “Event of Termination
for Good Reason” shall mean the occurrence of any of the following on or before the first
anniversary of the Effective Date:
(i) a material change in the Executive’s primary duties in his Employment
position;
(ii) a material change in the Executive’s primary title, except that a nominal
change in the Executive’s title that is merely descriptive and does not affect rank
or status shall not constitute such an event;
(iii) a reduction in the Executive’s annual base salary as in effect on the
Effective Date ( ($ )) (the “Base Salary”);
(iv) a reduction in the Executive’s annual bonus to an amount less than
($ ) [amount in effect on the Effective Date] at
any time on or prior to the first anniversary of the Effective Date;
(v) the Company or the Successor relocates the Executive’s principal office
outside of the portion of the metropolitan area of the City of Houston, Texas that
is located within the highway known as “Beltway 8”;
(vi) the Company or the Successor fails to provide the Executive with any
bonus, incentive, profit sharing, performance, savings, retirement or pension
policy, plan, program or arrangement (such policies, plans, programs and
arrangements collectively being referred to herein as “Basic Benefit Plans”),
including, but not limited to, any deferred compensation, supplemental executive
retirement or other retirement income, stock option, stock purchase, stock
appreciation, or similar policy, plan, program or arrangement of the Company, on
substantially the same basis, both in terms of the amount of benefits provided to
the Executive (which are in any event always subject to the terms of any applicable
Basic Benefit Plan) as other similarly situated executives of the Company;
(vii) the Company or the Successor fails to provide the Executive with any of
the Company’s other Executive benefit plans, policies, programs and arrangements,
including, but not limited to, life insurance, medical, dental, health, hospital,
accident or disability plans, that are provided to other similarly situated
executives of the Company;
(viii) the Company or the Successor fails to provide the Executive with any
material fringe benefit enjoyed by other similarly situated executives of the
Company;
(ix) the Company or the Successor fails to provide the Executive with the
number of paid vacation days that are provided to other similarly situated
executives of the Company;
(x) the Company or the Successor requires the Executive to perform a majority
of his duties outside the Company’s principal executive offices for a period of more
than 21 consecutive days or for more than 90 days in any calendar year;
(xi) the Company or the Successor fails to honor any provision of any
employment agreement Executive has or may in the future have with the Company or
fail to honor any provision of this Agreement; or
(xii) the Company or the Successor purports to terminate the Executive’s
employment by the Company unless notice of that termination shall have been given to
the Executive pursuant to, and that notice shall meet the requirements of, Section
4.
For the sake of clarity, the automatic extension of this Agreement pursuant to the second
sentence of Section 1 shall not apply to the provisions of this Section 3.
Section 4. Notice of Termination During the term of this Agreement, any
termination by the Executive or the Company of the Executive’s employment by the Company, or any
determination of the Executive’s Disability, shall be communicated by notice to the other party
that shall indicate the specific paragraph of Section 5 pursuant to which the Executive is to receive benefits as a
result of the termination. If the notice states that the Executive’s employment by the Company has
been automatically terminated as a result of the Executive’s Disability, the notice shall (i)
specifically describe the basis for the determination of the Executive’s Disability, and (ii) state
the date of the determination of the
Executive’s Disability, which date shall be not more than ten
(10) days before the date such notice is given. If the notice is from the Company and states that
the Executive’s employment by the Company is terminated by the Company as a result of the
occurrence of an Event of Termination for Cause, the notice shall specifically describe the action
or inaction of the Executive that the Company believes constitutes an Event of Termination for
Cause and shall be accompanied by a copy of the resolution satisfying Section 2. If the notice is
from the Executive and states that the Executive’s employment by the Company is terminated by the
Executive as a result of the occurrence of an Event of Termination for Good Reason, the notice
shall specifically describe the action or inaction of the Company that the Executive believes
constitutes an Event of Termination for Good Reason, which event must have occurred within 90 days
prior to such notice. Each notice given pursuant to this Section 4 (other than a notice stating
that the Executive’s employment by the Company has been automatically terminated as a result of the
Executive’s Disability) shall state a date, which shall be not fewer than thirty (30) days nor more
than sixty (60) days after the date such notice is given, on which the termination of the
Executive’s employment by the Company is effective. The date so stated in accordance with this
Section 4 shall be the “Termination Date”.
Section 5. Benefits Payable on Termination.
(a) If the Executive’s employment by the Company is terminated (whether by the Executive or
the Company or automatically as provided in Section 1), the Executive shall be entitled to the
following benefits:
(i) If the Executive’s employment by the Company is terminated (x) by the
Company as a result of the occurrence of an Event of Termination for Cause, or (y)
by the Executive before the occurrence of an Event of Termination for Good Reason,
then the Company shall pay to the Executive the Base Salary accrued through the
Termination Date but not previously paid to the Executive, and the Executive shall
be entitled to any other amounts or benefits provided under any plan, policy,
practice, program, contract or arrangement of or with the Company, including, but
not limited to, the Basic Benefit Plans and the Other Benefit Plans, which shall be
governed by the terms thereof (except as explicitly modified by this Agreement).
(ii) If the Executive’s employment by the Company is automatically terminated
as a result of the Executive’s death or the Executive’s Disability, then (x) the
Company shall pay to the Executive the Base Salary accrued through the date of the
occurrence of that event but not previously paid to the Executive, and (y) the
Executive shall be entitled to any other amounts or benefits provided under any
plan, policy, practice, program, contract or arrangement of or with the Company,
including, but not limited to, the Basic Benefit Plans and the Other Benefit Plans,
which shall be governed by the terms thereof (except as explicitly modified by this
Agreement).
(iii) If the Executive’s employment by the Company is terminated (x) by the
Company otherwise than as a result of the occurrence of an Event of Termination for
Cause, or (y) by the Executive after the occurrence of an Event of Termination for
Good Reason, which Event of Termination for Good Reason occurred prior to the first
anniversary of the Effective Date, then the Executive shall be entitled to the
following:
(1) the Company shall pay to the Executive the Base Salary and
compensation for earned but unused vacation time accrued through the
Termination Date but not previously paid to the Executive;
(2) the Company shall pay to the Executive an amount equal to
the product of (A) the greater of (I) the Executive’s target
performance bonus for the Fiscal Year in which the Termination Date
occurs and (II) the Executive’s performance bonus for the Fiscal
Year preceding the Fiscal Year in which the Termination Date occurs
(including any deferred portion thereof) (the greater of the amounts
described in clauses (I) and (II) of this Section 5(a)(iii)(2)(A)
being referred to herein as the “Highest Bonus”), and (B) a
fraction, the numerator of which is the number of days in the
current Fiscal Year through the Termination Date and the denominator
of which is 365;
(3) in addition to the foregoing, the Company shall pay to the
Executive, as a lump sum, an amount (the “Severance Payment”) equal
to [24][18][12] months’ of the Executive’s Base Salary for the
Fiscal Year in which the Termination Date occurs;
(4) the Company, at its sole expense, shall pay the COBRA
premiums for Executive and his covered dependents for the Company’s
group health plan coverage (i.e., medical and dental) and, to the
extent coverage is permitted for a former employee, for the
applicable life, disability, and other Company welfare plans in
which Executive participates for the Relevant Period; and
(5) the Executive shall be entitled to any other amounts or
benefits provided under any plan, policy, practice, program,
contract or arrangement of or with the Company, including, but not
limited to, the Basic Benefit Plans and the Other Benefit Plans,
which shall be governed by the terms thereof (except as explicitly
modified by this Agreement).
(b) Unless the context requires otherwise, each payment required to be made to the Executive
pursuant to the foregoing provisions of this Section 5(a) above (i) shall be made by check drawn on
an account of the Company at a bank located in the United States of America, and (ii) shall be paid
(x) if the Executive’s employment by the Company was terminated as a result of the Executive’s
death or the Executive’s Disability, not more than thirty (30) days immediately following the date
of the occurrence of that event, and (y) if the Executive’s employment by the Company was
terminated for any other reason, on the Termination Payment Date.
Section 6. Successors. Before the expiration of the term of this Agreement,
(i) the Company shall not, directly or indirectly, consolidate with, merge into
or sell or otherwise transfer its assets as an entirety or substantially as an
entirety to, any person, or permit any person to consolidate with or merge into the
Company, unless immediately after such consolidation, merger, sale or transfer, the
Successor shall have assumed in writing the Company’s obligations under this
Agreement; and
(ii) not fewer than ten (10) days before the consummation of any consolidation
of the Company with, merger by the Company into, or sale or other transfer by the
Company of its assets as an entirety or substantially as an entirety to, any person,
the Company shall give the Executive notice of that proposed transaction.
Section 7. Notice. Notices required or permitted to be given by either party
pursuant to this Agreement shall be in writing and shall be deemed to have been given when
delivered personally to the other party or when deposited with the United States Postal Service as
certified or registered mail with postage prepaid and addressed:
(i) if to the Executive, at the Executive’s address last shown on the Company’s
records, and
(ii) if to the Company, at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, directed to the attention of the Chair of the Compensation & Management
Development Committee of the Board of Directors.
or, in either case, to such other address as the party to whom or which such notice is to be given
shall have specified by notice given to the other party.
Section 8. Withholding Taxes. The Company may withhold from all payments to
be paid to the Executive pursuant to this Agreement all taxes that, by applicable federal or state
law, the Company is required to so withhold.
Section 9. Expenses of Enforcement. Upon demand by the Executive made to the
Company, the Company shall reimburse the Executive for the reasonable expenses (including
attorneys’ fees and expenses) incurred by the Executive in enforcing or seeking to enforce the
payment of any amount or other benefit to which the Executive shall have become entitled pursuant
to this Agreement, including those incurred in connection with any arbitration initiated pursuant
to Section 18
Section 10. Other Employment Arrangements.
(a) This Agreement does not affect the Executive’s existing or future employment arrangements
with the Company, except as specifically provided herein. The Executive’s employment with the
Company shall continue to be governed by the Executive’s existing or future employment agreements
with the Company, if any, or, in the absence of any employment agreement, shall continue to be at
the will of the Board of Directors of the Company or, if the Executive is not an officer of the
Company at the time of the termination of the Executive’s employment with the Company, the will of
the Chief Executive Officer of the Company, except that if the Executive’s employment with the
Company is terminated (whether by the Executive or the Company), then the Executive shall be
entitled to receive certain benefits, if any, as provided in this Agreement.
(b) Nothing in this Agreement shall prevent or limit the Executive’s continuing or future
participation in any plan, program, policy or practice of or provided by the Company or any of its
affiliates and for which the Executive may qualify, nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any other contract or agreement with the Company
or any of its affiliates. Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan, program, policy or practice of or provided by, or any contract
or agreement with, the Company or any of its affiliates at or subsequent to the date of termination
of the Executive’s employment with the Company shall be payable or otherwise provided in accordance
with such plan, program, policy or practice or contract or agreement except as explicitly modified
by this Agreement.
Section 11. Employment by Wholly Owned Entities. If, at or after the
Effective Date, the Executive is or becomes an Executive of one or more corporations, partnerships,
limited liability companies or other entities that are, directly or indirectly, wholly owned by the
Company (“Wholly
Owned Entities”), references in this Agreement to the Executive’s employment by
the Company shall include the Executive’s employment by any such Wholly Owned Entity.
Section 12. No Obligation to Mitigate; No Rights of Offset.
(a) The Executive shall not be required to mitigate the amount of any payment or other benefit
required to be paid to the Executive pursuant to this Agreement, whether by seeking other
employment or otherwise, nor shall the amount of any such payment or other benefit be reduced on
account of any compensation earned by the Executive as a result of employment by another person.
(b) The Company’s obligation to make the payments provided for in this Agreement and otherwise
to perform its obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have against the
Executive or others.
Section 13. Amendment and Waiver. No provision of this Agreement may be
amended or waived (whether by act or course of conduct or omission or otherwise) unless that
amendment or waiver is by written instrument signed by the parties hereto. No waiver by either
party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.
Section 14. Governing Law. The validity, interpretation, construction and
enforceability of this Agreement shall be governed by the laws of the State of Texas.
Section 15. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
Section 16. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together will constitute the same
instrument.
Section 17. Assignment; Binding Effect. This Agreement shall inure to the
benefit of and be enforceable by the Executive’s legal representative. This Agreement shall be
binding upon any Successor. The Company may not assign any of its obligations under this Agreement
unless (i) such assignment is to a Successor and (ii) the requirements of Section 6 are fulfilled.
Section 18. Arbitration. Any dispute between the parties arising out of this
Agreement, whether as to this Agreement’s construction, interpretation or enforceability or as to
any party’s breach or alleged breach of any provision of this Agreement, shall be submitted to
arbitration in accordance with the following procedures:
(i) Either party may demand such arbitration by giving notice of that demand to
the other party. The notice shall state (x) the matter in controversy, and (y) the
name of the arbitrator selected by the party giving the notice.
(ii) Not more than 15 days after such notice is given, the other party shall
give notice to the party who demanded arbitration of the name of the arbitrator
selected by the other party. If the other party shall fail to timely give such
notice, the arbitrator that the other party was entitled to select shall be named by
the Arbitration Committee of the American Arbitration Association. Not more than 15 days after
the second arbitrator is so named, the two arbitrators shall select a third
arbitrator. If the two
arbitrators shall fail to timely select a third arbitrator,
the third arbitrator shall be named by the Arbitration Committee of the American
Arbitration Association.
(iii) The dispute shall be arbitrated at a hearing that shall be concluded
within ten days immediately following the date the dispute is submitted to
arbitration unless a majority of the arbitrators shall elect to extend the period of
arbitration. Any award made by a majority of the arbitrators (x) shall be made
within ten days following the conclusion of the arbitration hearing, (y) shall be
conclusive and binding on the parties, and (z) may be made the subject of a judgment
of any court having jurisdiction.
(iv) All expenses of the arbitration shall be borne by the Company.
The agreement of the parties contained in the foregoing provisions of this Section 18 shall be a
complete defense to any action, suit or other proceeding instituted in any court or before any
administrative tribunal with respect to any dispute between the parties arising out of this
Agreement.
Section 19. Interpretation.
(a) As used in this Agreement, the following terms and phrases have the indicated meanings:
(i) “Affiliate” and “Affiliates” mean, when used with respect to any entity,
individual, or other person, any other entity, individual, or other person which,
directly or indirectly, through one or more intermediaries controls, or is
controlled by, or is under common control with such entity, individual or person.
(ii) “Base Salary” has the meaning assigned to that term in Section 3.
(iii) “Basic Benefit Plans” has the meaning assigned to that term in Section 3.
(iv) “Board of Directors” means the Board of Directors of the Company.
(v) “Code” means the Internal Revenue Code of 1986, as amended from time to
time.
(vi) “Company” has the meaning assigned to that term in the preamble to this
Agreement. The term “Company” shall also include any Successor, whether the
liability of such Successor under this Agreement is established by contract or
occurs by operation of law.
(vii) “Effective Date” means the closing of the transactions contemplated by
the Distribution Agreement dated as of December 19, 2007 among Quanex Corporation,
Quanex Building Products Corporation and Quanex Building Products Corporation Sub.
(viii) “Executive” has the meaning assigned to such term in the preamble to
this Agreement.
(ix) “Executive’s Disability” means the physical or mental disability of the
Executive determined in accordance with the disability policy of the Company at the
time in effect and generally applicable to its salaried Executives. The Executive’s
Disability, and the automatic termination of the Executive’s employment by the
Company by reason of the Executive’s Disability, shall be deemed to have occurred on
the date of determination, provided that if (1) a Change in Control of the
Company shall have occurred before the expiration of the term of this Agreement, (2)
the Company shall have subsequently given notice pursuant to Section 4 of the
Company’s determination of the Executive’s Disability, and (3) the Executive shall
have given notice to the Company that the Executive disagrees with that
determination, then (A) whether the Executive’s Disability shall have occurred shall
be submitted to arbitration pursuant to Section 18, and (B) if a majority of the
arbitrators decide that the Executive’s Disability had not occurred, at the date of
determination by the Company, then (I) the Executive’s Disability, and the automatic
termination of the Executive’s employment by the Company by reason of the
Executive’s Disability, shall be deemed not to have occurred, and (II) on demand by
the Executive made to the Company, the Company shall reimburse the Executive for the
reasonable expenses (including attorneys’ fees and expenses) incurred by the
Executive in obtaining that decision.
(x) “Event of Termination for Cause” has the meaning assigned to that phrase in
Section 2.
(xi) “Event of Termination for Good Reason” has the meaning assigned to that
phrase in Section 3.
(xii) “Expiration Date” has the meaning assigned to that term in Section 1.
(xiii) “Fiscal Year” means the fiscal year of the Company.
(xiv) “Other Benefit Plan” means any employee welfare benefit plan (within the
meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as
amended) maintained by the Company.
(xv) “Relevant Period” means a period beginning on the Termination Date and
ending on the first to occur of (x) the [24][18][12]-month anniversary of the
Termination Date, or (y) the date on which the Executive becomes employed on a
full-time basis by another person.
(xvi) “Section 409A” means section 409A of the Internal Revenue Code of 1986,
as it may be amended from time to time, and including regulations or other
interpretive guidance issued with respect thereto.
(xvii) “Severance Payment” has the meaning assigned to that term in Section
5(a).
(xviii) “Successor” means a person with or into which the Company shall have
been merged or consolidated or to which the Company shall have transferred its
assets as an entirety or substantially as an entirety.
(xix) “Termination Date” has the meaning assigned to that term in Section 4.
(xx) “Termination Payment Date” means not more than ten (10) days following the
Termination Date; provided, however that if the Board (or its delegate) determines
in its sole discretion that as of the Termination Date, other than a termination due
to death or Disability, the Executive is a specified employee (as defined in Section
409A(a)(2)(B)(i), and Department of Treasury regulations and other interpretive
guidance issued thereunder) as of such date (a “Specified Employee”) and that
Section 409A applies with respect to a portion of the payments hereunder, then with
respect to such portion, the “Termination Payment Date” means the first business day
following the six-month anniversary of the Termination Date
(xxi) “This Agreement” means this Severance Agreement as it may be amended from
time to time in accordance with Section 13.
(xxii) “Wholly Owned Entities” has the meaning assigned to that term in Section
11.
(b) In the event of the enactment of any successor provision to any statute or rule cited in
this Agreement, references in this Agreement to such statute or rule shall be to such successor
provision.
(c) The headings of Sections of this Agreement shall not control the meaning or interpretation
of this Agreement.
(d) References in this Agreement to any Section are to the corresponding Section of this
Agreement unless the context otherwise indicates.
Section 20. Section 409A. This Agreement is intended to meet the requirements
of Section 409A and shall be administered, construed and interpreted in a manner that is intended
to meet those requirements. To the extent that the provision of a benefit or payment under the
Agreement is subject to Section 409A, except as the Company and Executive otherwise determine in
writing, the provision or payment shall be provided or paid in a manner that will meet the
requirements of Section 409A, including regulations or other guidance issued with respect thereto,
such that the provisions or payment shall not be subject to the additional tax or interest
applicable under Section 409A. Any provision of this Agreement that would cause the provision or
payment to fail to satisfy Section 409A shall be amended to comply with Section 409A on a timely
basis, which may be made on a retroactive basis, in accordance with regulations and other guidance
issued under Section 409A. In the event additional regulations or other guidance is issued under
Section 409A or a court of competent jurisdiction provides additional authority concerning the
application of Section 409A with respect to the distributions under the Agreement, then the
provisions of the Agreement regarding distributions shall be automatically amended to permit such
distributions to be made at the earliest time permitted under such additional regulations, guidance
or authority that is practicable and achieves the intent of the Agreement prior to its amendment to
comply with Section 409A.
Section 21. No Duplication of Payments or Benefits. Notwithstanding any
provision of this Agreement to the contrary, if the Executive is receives payments or benefits
under the change in control agreement entered into by and between the Executive and the Company, no
amounts shall be payable to the Executive under this Agreement.
Section 22. Waiver and Release. The Executive and the Company hereby
acknowledge that this Agreement is the severance agreement contemplated by that certain Waiver and
Release Agreement by and between the Executive and Company dated as of November 19, 2007.
In Witness Whereof, the Company and the Executive have executed this Agreement this
day of , 2008, to be effective as set forth herein.
| QUANEX BUILDING PRODUCTS CORPORATION | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| EXECUTIVE | ||||