Exhibit 10.1

 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

 

                THIS AGREEMENT was originally made as of September 1, 2008 between Mr. Kent Guichard (the “Employee”) and American Woodmark Corporation, a Virginia corporation (the “Company”), and is hereby amended and restated by the Employee and the Company as of May 31, 2013 (the “Amended and Restated Effective Date”).

 

                WHEREAS, the Company and the Employee each desire to amend and restate the Agreement to address certain matters, and have the power to do so.

 

                NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

 

                 1.    Employment .    The Company hereby employs the Employee and the Employee hereby accepts employment upon and agrees to the terms and conditions set forth herein.

 

                 2.    Term .    The term of employment under this Agreement, as amended and restated herein (the “Term”), shall commence upon the execution of this Agreement and end on December 31, 2013; provided, however, that beginning on January 1, 2014, and each January 1 thereafter, the Term of this Agreement shall automatically be extended for one additional calendar year unless, on or before November 1 of the preceding calendar year, either party gives notice that employment under this Agreement will not be so extended; and further provided that if a Change of Control (as defined below) occurs during the original or extended Term of this Agreement, this Agreement shall continue in effect for a period of 24 months beyond the month in which the Change of Control occurred.

 

                Notwithstanding the foregoing, this Agreement shall terminate immediately upon the Employee’s death, disability, retirement or voluntary resignation, as provided in Section 7(c).

 

               3.   Compensation .

 

                                          (a)     Salary .   During the Employee’s employment hereunder, the Company shall pay the Employee for all services rendered by the Employee a base salary at an annual rate of at least $650,000, with annual adjustments as the Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board (the “Committee”) may approve from time to time. Such salary shall be payable to the Employee in accordance with the Company’s usual payroll practices for salaried employees.

 

                                          (b)     Annual Cash Bonus .   In addition to base salary, the Employee shall be eligible to participate in the Company’s annual incentive program with a bonus opportunity of between 0% and 150% of the Employee’s base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Committee. Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of an annual cash bonus. The annual bonus, if any, shall be paid to the Executive in a single lump sum as soon as reasonably practicable following the end of the fiscal year to which it relates, but in no event later than 90 days after the end of the end of such fiscal year.

 

                                          (c)     Other Executive Compensation Benefits .   The Employee shall also be eligible for any other executive compensation policies, benefits, plans, or programs as are afforded generally by the Company from time to time to its senior personnel, including but not limited to grants of stock options and other equity awards and participation in the American Woodmark Corporation Pension Restoration Plan. Nothing in this Agreement, however, shall be construed as a guarantee that the Board or the Committee will approve any level of such benefits that are at the sole discretion of the Board or the Committee.

 

 

                                          (d)     Other Salaried Benefits .   The Employee shall also be eligible for any employee benefit plans, policies, or programs as are generally available from time to time to other salaried employees of the Company.

 

                 4.    Duties .    The Employee shall in general supervise and control all of the business and affairs of the Company and in general shall faithfully and to the best of his ability perform all duties incident to the offices of Chairman and Chief Executive Officer of the Company and such other duties and responsibilities as may be reasonably assigned by the Board.

 

                 5.   Extent of Services .    During the Employee’s employment hereunder, the Company expects and the Employee agrees that the Employee shall devote sufficient time, attention and energy to the business of the Company so as to adequately fulfill his assigned duties and responsibilities. Furthermore, the Company and the Employee agree that the business of the Company shall take reasonable priority over any other active business engaged in by the Employee.

 

                6.   Restrictive Covenants .

 

                                          (a)     Non-competition Restriction .   Except with the prior written consent of the Company, the Employee shall not, either during his employment hereunder or for the period of time after termination of his employment hereunder during which the Employee accepts severance payments pursuant to Section 7(b) (if applicable), directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture in competition in the United States with the business of the Company. For purposes of this Section 6(a), a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its affiliates manufactures, distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to, such cabinet products intended for primary use in the kitchen or bathroom. Nothing in this Section 6(a), however, shall prohibit the Employee from owning securities of the Company or from owning as an inactive investor up to 5% of the outstanding voting securities of any issuer that is listed on the New York Stock Exchange, American Stock Exchange or NASDAQ Stock Market or any of their respective successors. If the Employee directly or indirectly manages, operates, controls, is employed by, participates in, consults with, renders services to, or is connected in any manner with the management, operation, ownership or control of any business or venture that is in competition in the United States with the business of the Company, the Company shall be entitled to immediately terminate any and all severance payments being made to Employee pursuant to Section 7(b), if any, and any other benefits to which the Employee would otherwise be entitled under this Agreement.

 

                                          (b)     Non-solicitation Agreement .   Except with the prior written consent of the Company, the Employee shall not directly or indirectly seek to employ, entice away or in any other manner persuade or attempt to persuade any person employed by the Company or any of its subsidiaries to leave the employ of any of them. Notwithstanding the foregoing, if any person employed by the Company or any of its subsidiaries who is not an officer, vice president, regional sales manager or operations manager of the Company or its subsidiaries actively seeks out the Employee and initiates contact with the Employee for purposes of obtaining employment with the Employee at the Employee’s then place of business, such action shall not constitute a violation of this provision. The provisions of this Section 6(b) shall remain in full force and effect for a period of 18 months after the end of the Term.

 

                                          (c)     Confidential Information .   The Employee further agrees to keep confidential, and not to use for his personal benefit or for any other person’s benefit, any and all proprietary information received by the Employee relating to inventions, products, production methods, financial matters, sources of supply, markets, marketing methods and customers of the Company in existence on the date hereof or developed by or for the Company during the Term. This Section 6(c) shall remain in full force and effect after the Term without limit in point of time, but shall cease to apply to information that legitimately comes into the public domain.

 

 

                                          (d)     Specific Enforcement .   It is agreed and understood by the parties hereto that, in view of the nature of the business of the Company, the restrictions in Sections 6(a), (b) and (c) above are reasonable and necessary to protect the legitimate interests of the Company, monetary damages alone are not an adequate remedy for any breach of such provisions, and any violation thereof would result in irreparable injuries to the Company. The Employee therefore acknowledges that, in the event of his violation of any of such restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

 

                                          (e)     Extension .   If Employee breaches Section 6(a) above, the duration of the period identified shall be computed from the date he resumes compliance with the covenant or from the date Employer is granted injunctive or other equitable relief by a court of competent jurisdiction enforcing the covenant, whichever shall first occur, reduced by the number of days Employee was not in breach of the covenant after termination of employment, or any delay in filing suit, whichever is greater.

 

               7.   Termination of Employment and Severance Payments .

 

                                          (a)     Termination by the Company for Cause .   During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for Cause (as hereinafter defined) upon written notice specifying the Cause and the date of termination. Payments under this Agreement shall cease as of the date of termination for Cause. For purposes of this Agreement, “Cause” means neglect of duty which is not corrected after 90 days’ written notice thereof; misconduct, malfeasance, fraud, or dishonesty which materially and adversely affects the Company or its reputation in the industry; or the conviction for, or the entering of a plea of nolo contendere to a felony or a crime involving moral turpitude.

 

                                          (b)     Termination by the Company without Cause or Decision by the Company to not Extend the Term .   During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination. If on an effective date that is during the Term, the Company terminates the Employee’s employment for reasons other than Cause (which includes but is not limited to termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Cause) or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of the Agreement, then the Company shall pay to the Employee for a period of 24 months severance payments equal in total to 2.00 times the sum of (i) the Employee’s annual base salary in effect on the effective date of the termination of the Employee’s employment or, if greater, the Employee’s largest annual base salary rate in effect during the Term of this Agreement, plus (ii) an amount equal to 90% times the base salary as determined in Section 7(b)(i) of this Agreement. Subject to payment timing requirements of subsection (f) below which may cause a delay in payments for the Employee, severance payments shall be made every two weeks for the 24 month period in accordance with the Company’s usual payroll practices for salaried employees beginning with the payroll period immediately following the Employee’s termination of employment. Notwithstanding the foregoing, if the Company terminates the Employee’s employment for reasons other than for Cause, or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of the Agreement and such termination date or last day of the Term of the Agreement is within either (i) three months before a Change in Control, or (ii) one year after Change in Control, then the Employee shall receive the severance benefit under Section 7(e) rather than and in lieu of any amounts payable under this Section 7(b). The severance benefit payable pursuant to the preceding sentence shall be paid at the time and form set forth in Section 7(e).

 

                                          (c)     Termination in Event of Death, Disability, Retirement or Voluntary Resignation by the Employee .   If the Employee dies, becomes disabled, or retires during the Term, or if the Employee voluntarily terminates his employment during the Term under circumstances to which Section 7(d) does not apply, his employment under this Agreement shall terminate immediately and payment of his base salary hereunder shall cease as of the date of termination; provided, however, that the Company shall remain liable for payment of any compensation owing but not paid as of the date of termination for services rendered before termination of employment. For purposes of this Agreement, the Employee shall be deemed to be disabled if the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

 

 

                                          (d)     Termination on Change of Control .   By delivering 15 days’ written notice to the Company, the Employee may terminate his employment under this Agreement for any reason at any time within two years after a Change of Control. For purposes of this Agreement, “Change of Control” means an event described in (i), (ii), (iii), or (iv), subject to the requirements of (v) and (vi):  

 

(i)     The acquisition by a Group of Beneficial Ownership of 30% or more of the Stock or the Voting Power of the Company, but excluding for this purpose: (A) any acquisition of Stock by the Company (or a subsidiary), or an employee benefit plan of the Company; (B) any acquisition of Stock by management employees of the Company; or (C) the ownership of Stock by a Group that owns 30% or more of the Stock or Voting Power of the Company on the date of this Agreement; provided, however, that the acquisition of additional Stock by any such Group other than management employees in an amount greater than 5% of the then outstanding Stock shall not be excluded and shall constitute a Change of Control.

 

(ii)     Individuals who constitute the Board of Directors of the Company on the date of this Agreement (the “Incumbent Board”) cease to constitute at least a majority of the Board of Directors of the Company, provided that any individual who becomes a director of the Company subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s shareholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall not be deemed a member of the Incumbent Board.

 

(iii)     Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, in which the owners of 100% of the Stock or Voting Power of the Company do not, immediately following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the outstanding shares of common stock or Voting Power of the corporation or other entity resulting from such reorganization, merger or consolidation.

 

(iv)     A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

 

(v)     For purposes of this Agreement, “Group” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Act; “Beneficial Ownership” has the meaning in Rule 13d-3 promulgated under the Act; “Stock” means the then outstanding shares of common stock of the Company; and “Voting Power” means the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors.

 

(vi)     Notwithstanding anything in this paragraph (d) to the contrary, a “Change in Control” shall not have occurred under this Agreement unless the event also meets the requirements of a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of assets of a corporation” under Treasury Regulation 1.409A-3(i)(5).

 

                                          (e)     Severance Payments .   If the Employee terminates his employment within two years after a Change of Control pursuant to Section 7(d), or if the Company terminates the Employee’s employment for any reason other than Cause (as defined in Section 7(a)) either within three months before or within two years after a Change of Control, the Employee shall be entitled to a severance payment under this Section 7(e) in an amount

 

equal to 2.99 times the sum of (i) the Employee’s annual base salary in effect at the termination of employment or, if greater, the Employee’s largest annual base salary rate in effect during the Term of this Agreement, plus (ii) an amount equal to 90% of the base salary determined in Section 7(e)(i) of this Agreement. Subject to payment timing requirements of subsection (f) below which may cause a delay in the payments to the Employee, this severance payment shall be made to the Employee in a single lump sum within 10 business days of the date of the Employee’s termination of employment. Notwithstanding the preceding sentence, the Employee may elect, in the Employee’s sole discretion, to waive the Employee’s right to receive, and release the Company from payment of, any amounts otherwise payable to Employee hereunder, in order to avoid application of the excise tax provisions of Code Section 4999 (as well as any successor or similar sections thereof), if the total net after-tax amount payable to Employee hereunder after such waiver and release would exceed the total net after-tax amount payable to Employee after application of said excise tax.

 

                                          (f)     Payment Timing .    The parties anticipate that the Employee will be a “specified employee” as defined in Section 409A of the Code at a termination. The determination of whether the Employee is a specified employee shall be determined under the policy established by the Company. In the event that the Employee is a specified employee at the termination and the termination is described in clause (b), (c) or (e), any amount due or payable other than on account of death or disability under paragraphs (b), (c) or (e) within the six months after the termination shall be paid in a lump sum payment on the first business day that is more than six months after the termination.

 

         (g)     Separation from Service .   Notwithstanding anything in this Agreement to the contrary, the Employee’s employment shall be deemed to have terminated if, and only if, such termination constitutes a “separation from service” within the meaning of Section 409A of the Code.

 

         (h)            Treatment of Outstanding Equity Awards Upon a Change of Control .

 

         (i)           Notwithstanding the terms of the Agreement or the terms of any award agreement between the Employee and the Company regarding any stock option, restricted stock unit or other type of equity- or equity-based award that is outstanding as of the Amended and Restated Effective Date (an “ Outstanding Equity Award ”) to the contrary, the vesting of any then unvested Outstanding Equity Award shall be accelerated in connection with a Change of Control (or other similar term, in each case as defined in the applicable award agreement) only if both the Change of Control actually occurs and, on or at any time following the date of the Change of Control, either (1) the Employee’s employment with the Company or any successor of the Company or parent or other affiliate thereof is involuntarily terminated by the Company (or any such successor or parent or affiliate) without Cause (as defined in the applicable award agreement, or if not defined therein, as defined in the Agreement) or (2) the Employee voluntarily terminates his employment with the Company (or any such successor or parent or affiliate) for Good Reason (as defined in the applicable award agreement, or if not defined therein, as defined below); provided , however , that if the Employee’s employment with the Company terminates prior to the date of a Change of Control as a result of either the involuntary termination of the Employee’s employment by the Company without Cause or the Employee’s voluntary termination of his employment for Good Reason, and in either case such termination of employment occurs on or after the date of execution of a definitive agreement that, if consummated, would result in the occurrence of a Change of Control, then the Employee shall, as of the date of such termination of employment, conditionally vest (subject to consummation of the Change of Control) in any Outstanding Equity Award that is then unvested and does not otherwise vest by its terms in connection with such termination of employment.

 

         (ii)           For purposes of Section 7(h)(i) above, the term “ Good Reason ” means a change in circumstances described in (1), (2), (3), (4) or (5):

 

(1)	The Employee’s base salary is reduced,

 

(2)	The Employee is not in good faith considered for a bonus as described in Section 3(b) of the Agreement;

 

(3)	The Employee is not in good faith considered for other executive compensation benefits as described in Section 3(c) of the Agreement;

 

(4)	The Employee’s place of employment is relocated to a location further than 50 miles from Employee’s current place of employment, or

 

(5)	The Employee’s working conditions or management responsibilities are substantially diminished (other than on account of the Employee’s disability, as defined in Section 7(c) of the Agreement);

 

provided , however , that if the Employee consents in writing to a change in circumstance, “Good Reason” as defined above, will not include the change in circumstance to which the Employee has consented.

                        (iii)           Employee agrees and acknowledges that this Section 7(h) amends the terms of any agreement between the Company and the Employee regarding any Outstanding Executive Award, to the extent inconsistent herewith, and any such agreement shall be interpreted for all intents and purposes so as to achieve the objective of this Section 7(h), which is to provide for only “double trigger” vesting of outstanding equity- or equity-based awards in connection with a Change of Control. Notwithstanding anything herein to the contrary, this Section 7(h) shall not alter the time or form of any payment under any Outstanding Equity Award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended.

 

                 8.   Vacation .    During the Term, the Employee shall be entitled to a vacation in each calendar year in accordance with the Company’s policy; during this vacation, his compensation shall be paid in full.

 

                 9.   Insurance .    In accordance with Section 3(d), while he is employed by the Company, the Employee and his eligible dependents as insureds shall be eligible to be covered under existing insurance policies on the same terms and conditions as offered to all full-time salaried employees. In accordance with Company policy, coverage under the Company’s insurance policies terminates on the date that employment terminates. If the Company terminates the Employee’s employment during the Term of this Agreement for any reason except Cause, or if the Employee terminates his employment within two years following a Change of Control as contemplated by Section 7(d), the Company shall reimburse the Employee for the required COBRA premiums, to the extent the Company subsidizes the group medical plan premium for active salaried employees, for a period not to exceed 18 months so long as the Employee is not eligible for coverage under any other group medical plan. If the Employee becomes eligible for coverage under another group medical plan, the Company shall cease reimbursement for COBRA premiums on the date the Employee first becomes eligible for coverage under the other plan. The Company’s reimbursement for COBRA premiums shall include a separate reimbursement amount for the Employee’s tax liability on the COBRA premiums at the Employee’s incremental tax rate (the “Gross-up Amount”). The Gross-up Amount shall be paid by the Company to the Employee by March 15 of the calendar year following the calendar year for which such COBRA premiums are applied. Notwithstanding the foregoing, the Gross-up Amount due or payable within six months after termination of employment shall be paid in a lump sum payment on the first business day that is more than six months after the termination. Nothing in this Section 9 shall be interpreted to prohibit the Company from changing or terminating any benefit package or program at any time and from time to time so long as the benefits hereunder, considered in the aggregate, are comparable at any given time to the benefits provided to similarly situated employees of the Company at that time.

 

                  10.   Notice .    All notices, requests, demands and other communications hereunder shall be in writing and shall be effective upon the mailing thereof by registered or certified mail, postage prepaid, and addressed as set forth below:

 

a.	If to the Company:

 

Mr. Jonathan Wolk

Senior Vice President and Chief Financial Officer

American Woodmark Corporation

3102 Shawnee Drive

Winchester, VA 22601

 

b.	If to the Employee:

 

Mr. Kent Guichard

104 Katie Lane

Winchester, VA 22601

 

Any party may change the address to which notices are to be sent by giving the other party written notice in the manner herein set forth.

 

                 11.   Waiver of Breach .    Waiver by either party of a breach of any provision of this Agreement by the other shall not operate as a waiver of any subsequent breach by such other party.

 

                 12.   Entire Agreement .    This Agreement contains the entire agreement of the parties in this matter and supersedes any other agreement, oral or written, concerning the employment or compensation of the Employee by the Company. It may be changed only by an agreement in writing signed by both parties hereto.

 

                 13.   409A Compliance .   The parties intend that this Agreement be administered in compliance with Section 409A of the Code and the regulations thereunder.

 

                 14.   Governing Law .   This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

 

                 15.   Benefit .   This Agreement shall inure to the benefit of, and shall be binding upon, and shall be enforceable by and against the Company, its successors and assigns, and the Employee, his heirs, beneficiaries and legal representatives.

 

                  16.   Invalid Provisions .   It is not the intention of either party to this Agreement to violate any public policy, or any statutory or common law. If any sentence, paragraph, clause or combination of the same in this Agreement is in violation of the law of any State where applicable, such sentence, paragraph, clause or combination of the same shall be void in the jurisdictions where it is unlawful, and the remainder of the Agreement shall remain binding on the Parties. However, the Parties agree, and it is their desire that a court should substitute for each such illegal, invalid or unenforceable covenant a reasonable and judicially-enforceable limitation in its place, and that as so modified the covenant shall be as fully enforceable as if set forth herein by the Parties themselves in the modified form.

 

 

[SIGNATURE PAGE FOLLOWS]                

 

 

IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the Amended and Restated Effective Date.

 

 

 

 

AMERICAN WOODMARK CORPORATION

 

By:	/s/ Jonathan Wolk
	Mr. Jonathan Wolk
	Senior Vice President and Chief Financial Officer

 

 

 

EMPLOYEE :

 

By:	/s/ Kent Guichard
	Mr. Kent Guichard
	Chairman and Chief Executive Officer

 

 

Exhibit 10.2

 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

 

                   THIS AGREEMENT, originally made as of September 1, 2008 between Mr. Jonathan Wolk (the “Employee”) and American Woodmark Corporation, a Virginia corporation (the “Company”), is hereby amended and restated by Employee and the Company as of May 31, 2013 (the “Amended and Restated Effective Date”).

 

WHEREAS, the Company and the Employee each desire to amend and restate the Agreement to address certain matters, and have the power to do so.

 

                   NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

 

1.   Employment .   The Company hereby employs the Employee and the Employee hereby accepts employment upon and agrees to the terms and conditions set forth herein.

 

2.   Term .   The term of employment under this Agreement, as amended and restated herein (the “Term”), shall commence upon execution of this Agreement by both parties and end on December 31, 2013; provided, however, that beginning on January 1, 2014 and each January 1 thereafter, the Term of this Agreement shall automatically be extended for one additional calendar year unless, on or before November 1 of the preceding year, either party gives notice that employment under this Agreement will not be so extended; and further provided that if a Change of Control (as defined below) occurs during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of 12 months beyond the month in which the Change of Control occurred.

 

Notwithstanding the foregoing, as provided in Section 7 (c), this Agreement shall terminate immediately upon the Employee’s death, disability or retirement, or if the Employee voluntarily terminates his employment under circumstances to which Section 7 (d) does not apply.

 

3.   Compensation .

 

a.   Salary .    During the Employee’s employment hereunder, the Company shall pay the Employee for all services rendered by the Employee a base salary at an annual rate of at least $303,880, with upward annual adjustments as the Company shall deem appropriate from time to time and as approved according to the general practices of and under the authority levels required by the Company. Such salary shall be payable to the Employee in accordance with the Company’s usual paying practices for salaried employees.

 

b.   Annual Cash Bonus .   In addition to base salary, the Employee shall be entitled to participate in the Company’s annual incentive program with a bonus opportunity of between 0% and 100% of the Employee’s base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Compensation Committee of the Board (“the Committee”). Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of the annual cash bonus. The annual bonus, if any, shall be paid to the Employee in a single lump sum as soon as reasonably practicable following the end of the fiscal year to which it relates, but in no event later than 90 days after the end of such fiscal year.

 

c.   Other Executive Compensation Benefits .   The Employee shall also be eligible for any other executive compensation policies, benefits, plans, or programs as are afforded generally by the Company from time to time to its senior personnel, including but not limited to grants of stock options and other equity awards and participation in the American Woodmark Corporation Pension Restoration Plan. Nothing in this Agreement, however, shall be construed as a guarantee that the Board or the Committee will approve any level of such benefits that are at the sole discretion of the Board or the Committee.

 

 

d.   Other Salaried Benefits .   The Employee shall also be eligible for any employee benefit plans, policies, or programs as are generally available from time to time to other salaried employees of the Company.

 

4.   Duties .   The Employee shall continue to perform his duties as Senior Vice President and Chief Financial Officer of the Company, and shall faithfully and to the best of his ability perform such duties and responsibilities as may be reasonably assigned by the Company’s Chief Executive Officer.

 

5.   Extent of Services .   During the Employee’s employment hereunder, the Company expects and the Employee agrees that the Employee shall devote sufficient time, attention and energy to the business of the Company so as to adequately fulfill his assigned duties and responsibilities. Furthermore, the Company and the Employee agree that the business of the Company shall take reasonable priority over any other active business engaged in by the Employee.

 

6.   Restrictive Covenants .

 

a.   Non-competition Restriction .   Except with the prior written consent of the Company, the Employee shall not, either during his employment hereunder or for the period of time after termination of his employment hereunder during which the Employee accepts severance payments pursuant to Section 7(b) (if applicable), directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture in competition in the United States with the business of the Company. For purposes of this Section 6(a), a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its affiliates manufactures, distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to such cabinet products intended for the primary use in the kitchen or bathroom. Nothing in this Section 6(a) however, shall prohibit the Employee from owning securities of the Company or from owning as an inactive investor up to 5% of the outstanding voting securities of any issuer which is listed on the New York Stock Exchange, American Stock Exchange or the NASDAQ Stock Market or any of their respective successors. If the Employee directly or indirectly manages, operates, controls, is employed by, participates in, consults with, renders services to, or is connected in any manner with the management, operation, ownership or control of any business or venture which is in competition in the United States with the business of the Company, then the Company shall be entitled to immediately terminate any and all severance payments being made pursuant to Section 7(b), if any, and other benefits to which the Employee would otherwise be entitled.

 

b.   Non-solicitation Agreement .   Except with the prior written consent of the Company, the Employee shall not directly or indirectly seek to employ, entice away or in any other manner persuade or attempt to persuade any person employed by the Company or any of its subsidiaries to leave the employ of any of them. Notwithstanding the foregoing, if any person employed by the Company or any of its subsidiaries who is not an officer, vice president, regional sales manager or operations manager of the Company or its subsidiaries actively seeks out the Employee and initiates contact with the Employee for purposes of obtaining employment with the Employee at the Employee’s then place of business, such action shall not constitute a violation of this provision. The provisions of this Section 6(b) shall remain in full force and effect for a period of 12 months after the end of the Term.

 

c.   Confidential Information .   The Employee further agrees to keep confidential, and not to use for his personal benefit or for any other person’s benefit, any and all proprietary information received by the Employee relating to inventions, products, production methods, financial matters, sources of supply, markets, marketing methods and customers of the Company in existence on the date hereof or developed by or for the Company during the Term. This Section 6(c) shall remain in full force and effect after the Term without limit in point of time, but shall cease to apply to information that legitimately comes into the public domain.

 

d.   Specific Enforcement .   It is agreed and understood by the parties hereto that, in view of the nature of the business of the Company, the restrictions in subsections 6(a), (b) and (c) above are reasonable and necessary to protect the legitimate interests of the Company, monetary damages alone are not an adequate remedy for any breach of such provisions, and any violation thereof would result in irreparable injuries to the Company. The Employee therefore acknowledges that, in the event of his violation of any of such restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

 

e.   Extension .   If Employee breaches Section 6(a) above, the duration of the period identified shall be computed from the date he resumes compliance with the covenant or from the date Employer is granted injunctive or other equitable relief by a court of competent jurisdiction enforcing the covenant, whichever shall first occur, reduced by the number of days Employee was not in breach of the covenant after termination of employment, or any delay in filing suit, whichever is greater.

 

7.   Termination of Employment and Severance Payments .

 

a.   Termination by the Company for Cause .   During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for Cause (as hereinafter defined) upon written notice specifying the Cause and the date of termination. Payments under this Agreement shall cease as of the date of termination for Cause. For purposes of this Agreement, “Cause” means neglect of duty which is not corrected after 90 days’ written notice thereof; misconduct, malfeasance, fraud or dishonesty which materially and adversely affects the Company or its reputation in the industry; or the conviction for, or the entering of a plea of Nolo Contendere to, a felony or a crime involving moral turpitude.

 

b.   Termination by the Company without Cause or Decision by the Company to Not Extend the Term .   During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination. If on an effective date that is during the Term, the Company terminates the Employee’s employment for reasons other than Cause (which includes but is not limited to termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Cause), or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of this Agreement, then the Company shall pay the Employee severance payments equal in total to 1.00 times his base salary, paid over a period of 12 months. For purposes of the preceding sentence, the Employee’s base salary shall be equal to the greater of (i) the base salary in effect on the date of termination or (ii) the Employee’s highest base salary rate in effect during the Term of this Agreement. Subject to payment timing requirements of subsection (f) below which may cause a delay in payments for the Employee, severance payments shall be made in accordance with the Company’s usual payroll practices for salaried employees beginning with the period immediately following the Employee’s termination of employment. Notwithstanding the foregoing, if the Company terminates the Employee’s employment for reasons other than for Cause, or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of the Agreement and such termination date or last day of the Term of the Agreement is within either (i) three months before a Change in Control, or (ii) one year after a Change in Control, then the Employee shall receive the severance benefit under Section 7(e) rather than and in lieu of any amounts payable under this Section 7(b). The severance benefit payable pursuant to the preceding sentence shall be paid at the time and form set forth in Section 7(e).

 

c.   Termination in Event of Death, Disability, Retirement or Voluntary Resignation by the Employee .   If the Employee dies, becomes disabled, or retires during the Term, or if the Employee voluntarily terminates his employment during the Term under circumstances to which Section 7(d) does not apply, his employment under this Agreement shall terminate immediately and payment of his base salary hereunder shall cease as of the date of termination; provided, however, that the Company shall remain liable for payment of any compensation owing but not paid as of the date of termination for services rendered before termination of employment. For purposes of this Agreement, the Employee shall be deemed to be disabled if the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

 

d.   Termination on Change of Control .   By delivering 15 days’ written notice to the Company, the Employee may terminate his employment for Good Reason under this Agreement at any time within one year after a Change in Control.

 

For purposes of this Agreement, “Good Reason” means a change in circumstances described in (i), (ii), (iii), (iv) or (v):

 

(i)	The Employee’s base salary is reduced,

 

(ii)	The Employee is not in good faith considered for a bonus as described in Section 3(b),

 

(iii)

The Employee is not in good faith considered for other executive compensation benefits as described in Section 3(c),

 

(iv)	The Employee’s place of employment is relocated to a location further than 50 miles from Employee’s current place of employment, or

 

(v)	The Employee’s working conditions or management responsibilities are substantially diminished (other than on account of the Employee’s disability, as defined in Section 7(c);

 

provided, however, that if the Employee consents in writing to a change in circumstance, “Good Reason” as defined above, will not include the change in circumstance to which the Employee has consented.

 

For purposes of this Agreement, “Change of Control” means an event described in (i), (ii), (iii), or (iv):

 

          (i)        The acquisition by a Group of Beneficial Ownership of 30% or more of the Stock or the Voting Power of the Company, but excluding for this purpose: (A) any acquisition of Stock by the Company (or a subsidiary), or an employee benefit plan of the Company; (B) any acquisition of Stock by management employees of the Company; or (C) the ownership of Stock by a Group that owns 30% or more of the Stock or Voting Power of the Company on the date of this Agreement; provided, however, that the acquisition of additional Stock by any such Group other than management employees in an amount greater than 5% of the then outstanding Stock shall not be excluded and shall constitute a Change of Control.

 

         (ii)        Individuals who constitute the Board of Directors of the Company on the date of this Agreement (the “Incumbent Board”) cease to constitute at least a majority of the Board of Directors of the Company, provided that any individual who becomes a director of the Company subsequent to the date of this Agreement, whose election or nomination for election by the Company’s shareholders was approved by vote of at least a majority of directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board, and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall not be deemed a member of the incumbent Board;

 

          (iii)        Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, in which the owners of 100% of the Stock or Voting Power of the Company do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the outstanding shares of common stock or Voting Power of the corporation or other entity resulting from such reorganization, merger or consolidation.

 

          (iv)        A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

 

          (v)        For purposes of this Agreement, “Group” means any individual , entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Act; “Beneficial Ownership” has the meaning in Rule 13d-3 promulgated under the Act; “Stock” means the then outstanding shares of common stock of the Company; and “Voting Power” means the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors.

 

 

         (vi)        Notwithstanding anything in this paragraph (d) to the contrary, a “Change in Control” shall not have occurred under this Agreement unless the event also meets the requirements of a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of assets of a corporation” under Treasury Regulation 1.409A-3(i)(5).

 

                                e.   Severance Payments .   If the Employee terminates his employment within one year after a Change of Control pursuant to Section 7(d), or if the Company terminates the Employee’s employment for any reason other than Cause (as defined in Section 7(a)) either within three months before or within one year after a Change of Control, the Employee shall be entitled to a severance payment under this Section 7(e) in an amount equal to two times the sum of (i) the Employee’s annual base salary rate in effect at the termination of employment or, if greater, the Employee’s largest annual base salary rate in effect during the Term of this Agreement, plus (ii) an amount equal to the greater of the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated or 60% of the maximum eligible annual cash bonus for the year of termination. Subject to payment timing requirements of subsection (f) below which may cause a delay in the payments to the Employee, this severance payment shall be made to the Employee in a single lump sum within 10 business days of the date of the Employee’s termination of employment. Notwithstanding the preceding sentence, the Employee may elect, in the Employee’s sole discretion, to waive the Employee’s right to receive, and release the Company from payment of, any amounts otherwise payable to Employee hereunder, in order to avoid application of the excise tax provisions of Code Section 4999 (as well as any successor or similar sections thereof), if the total net after-tax amount payable to Employee hereunder after such waiver and release would exceed the total net after-tax amount payable to Employee after application of said excise tax.

 

f.   Payment Timing .   The parties anticipate that the Employee will be a “specified employee” as defined in Section 409A of the Code at a termination. The determination of whether the Employee is a specified employee shall be determined under the policy established by the Company. In the event that the Employee is a specified employee at the termination and the termination is described in clause (b), (c) or (e), any amount due or payable other than on account of death or disability under paragraphs (b), (c) or (e) within the six months after the termination shall be paid in a lump sum payment on the first business day that is more than six months after the termination.

 

g.   Separation from service .   Notwithstanding anything in this Agreement to the contrary, the Employee’s employment shall be deemed to have terminated if, and only if, such termination constitutes a “separation form service” within the meaning of Section 409A of the Code.

 

h.            Treatment of Outstanding Equity Awards Upon a Change of Control .

 

           (ii)           Employee agrees and acknowledges that this Section 7(h) amends the terms of any agreement between the Company and the Employee regarding any Outstanding Executive Award, to the extent inconsistent herewith, and any such agreement shall be interpreted for all intents and purposes so as to achieve the objective of this Section 7(h), which is to provide for only “double trigger” vesting of outstanding equity- or equity-based awards in connection with a Change of Control. Notwithstanding anything herein to the contrary, this Section 7(h) shall not alter the time or form of any payment under any Outstanding Equity Award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended.

 

8.   Vacation .   During the Term, the Employee shall be entitled to a vacation in each calendar year in accordance with the Company’s policy during which vacation his compensation shall be paid in full.

 

9.   Insurance .   In accordance with Section 3(d), while he is employed by the Company, the Employee and his eligible dependents as insureds shall be covered under existing insurance policies on the same terms and conditions as offered to all full-time salaried employees. In accordance with Company policy, coverage under the Company’s insurance policies terminates on the date that employment terminates. If the Company terminates the Employee’s employment during the Term of this Agreement for any reason except Cause, or if the Employee terminates his employment within two years following a Change of Control as contemplated by Section 7(d), the Company shall reimburse the Employee for the required COBRA premiums, to the extent the Company subsidizes the group medical plan premium for active salaried employees, for a period not to exceed 12 months so long as the Employee is not eligible for coverage under another group medical plan. If the Employee becomes eligible for coverage under another group medical plan, the Company shall cease reimbursement for COBRA premiums on the date the Employee first becomes eligible for coverage under the other plan. The Company’s reimbursement for COBRA premiums shall include a separate reimbursement amount for the Employee’s tax liability on the COBRA premiums at the Employee’s incremental tax rate (the “Gross-up Amount”). The Gross-up Amount shall be paid by the Company to the Employee by March 15 of the calendar year following the calendar year for which such COBRA premiums are applied. Notwithstanding the foregoing, the Gross-up Amount due or payable within six months after termination of employment shall be paid in a lump sum payment on the first business day that is more than six months after the termination. Nothing in this Section 9 shall be interpreted to prohibit the Company from changing or terminating any benefit package or program at any time and from time to time so long as the benefits hereunder, considered in the aggregate, are comparable at any given time to the benefits provided to similarly situated employees of the Company at that time.

 

10.   Notice .   All notices, requests, demands and other communications hereunder shall be in writing and shall be effective upon the mailing thereof by registered or certified mail, postage prepaid, and addressed as set forth below:

 

a.	If to the Company:

 

Mr. Kent Guichard

Chairman and Chief Executive Officer

American Woodmark Corporation

3102 Shawnee Drive

Winchester, VA 22601

 

b.	If to the Employee:

 

Mr. Jonathan Wolk

1505 Brookdale Court

Winchester, VA 22601

 

        Any party may change the address to which notices are to be addressed by giving the other party written notice in the manner herein set forth.

 

11.   Waiver of Breach .    Waiver by either party of a breach of any provision of this Agreement by the other shall not operate as a waiver of any subsequent breach by such other party.

 

12.   Entire Agreement .   This Agreement contains the entire agreement of the parties in this matter and supersedes any other agreement, oral or written, concerning the employment or compensation of the Employee by the Company. It may be changed only by an agreement in writing signed by both parties hereto.

 

13.   409A Compliance .   The parties intend that this Agreement be administered in compliance with Section 409A of the Code and the regulations thereunder.

 

14.   Governing Law .    This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

 

15.   Benefit .   This Agreement shall inure to the benefit of, and shall be binding upon, and shall be enforceable by and against the Company, its successors and assigns, and the Employee, his heirs, beneficiaries and legal representatives.

 

16.   Invalid Provisions .   It is not the intention of either party to this Agreement to violate any public policy, or any statutory or common law. If any sentence, paragraph, clause or combination of the same in this Agreement is in violation of the law of any State where applicable, such sentence, paragraph, clause or combination of the same shall be void in the jurisdictions where it is unlawful, and the remainder of the Agreement shall be binding on the Parties. However, the Parties agree, and it is their desire that a court should substitute for each illegal, invalid or unenforceable covenant a reasonable and judicially-enforceable limitation in its place, and that as so modified the covenant shall be as fully enforceable as if set forth herein by the Parties themselves in the modified form.

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the Amended and Restated Effective Date.

 

 

 

  AMERICAN WOODMARK CORPORATION

 

By:	/s/ Kent Guichard
	Mr. Kent Guichard
	Chairman and Chief Executive Officer

 

 

 

EMPLOYEE

 

By:	/s/ Jonathan Wolk
	Mr. Jonathan Wolk
	Senior Vice President and Chief Financial Officer

 

 

Exhibit 10.3

Exhibit 10.4

Exhibit 10.5

FORM OF EMPLOYEE STOCK OPTION GRANT LETTER

Date

 

Name

Street Address

City, State  Zip Code

Dear Name:

American Woodmark Corporation (the “Company”) has granted to you a stock option to purchase shares of the voting common stock of the Company ("Company Stock”).  Your stock option is subject to the terms set forth in this letter and in the American Woodmark Corporation 2004 Amended and Restated Stock Incentive Plan For Employees (the “Plan”) , a copy of which is attached.  Capitalized terms that are not defined in this letter shall have the meaning assigned to them under the Plan.  Your stock option is a Nonstatutory Stock Option, which means that it is not eligible for special income tax treatment under the Internal Revenue Code.

The terms of your stock option are as follows:

I.

In consideration of your agreements contained in this letter, the Company hereby grants you an option (the “Option”) to purchase from the Company ___ shares of the Company Stock at a price of $________ per share. The option price is the Fair Market Value of Company Stock on ___________, the date on which the Option was granted (the “Date of Grant”).

II.	Your Option shall be in effect from ___________ to ___________, (the “Effective Term” of the Option).  Your Option may be exercised as follows:

A.

On the first anniversary date of the Date of Grant, the Option may be exercised for up to 33 1/3% of the number of shares of Company Stock indicated in Section I above.  An additional 33 1/3% of the number of shares of Company Stock shall become exercisable on the second anniversary of the Date of Grant, and the remaining shares of Company Stock shall become exercisable on the third anniversary of the Date of Grant.  You must be an employee of the Company on or after an anniversary date in order to be able to exercise the number of shares that became exercisable on that anniversary date.  The Option shall cease to be exercisable after ____________.

B.

In the event of a Change of Control, if, at any time on or after the date of the Change of Control, either (i) your employment with the Company or any successor of the Company or parent or other affiliate thereof is involuntarily terminated by the Company (or any such successor or parent or affiliate) without cause or (ii) you voluntarily terminate your employment with the Company (or any such successor or parent or affiliate) for Good Reason, all shares which have been granted but are not exercisable on the date of such termination per the provisions of Section II.  A. above will become exercisable on the date of such termination.

For purposes of applying this section B., cause, good reason and Change of Control are defined as follows:

 

 

Cause: Your neglect of your duty which is not corrected after 90 days’ written notice thereof; your misconduct, malfeasance, fraud or dishonesty which materially and adversely affects the Company or its reputation in the industry; or your conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude.

Good Reason: The occurrence of any of the following conditions without your written consent: a reduction in your base salary; you are not in good faith considered for an annual cash bonus; you are not in good faith considered for other benefits that are afforded generally by the Company from time to time to its senior personnel; the relocation of your place of your employment to a location further than 50 miles from your current place of employment; or a substantial diminution in your working conditions or management responsibilities, other than on account of disability.

 
 

Change of Control: The occurrence of any of the following:

(i)

The acquisition by any unrelated person of beneficial ownership (as that term is used for purposes of the Securities Exchange Act of 1934) of 50% or more of the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors.  The term “unrelated person” means any person other than (x) the Company and its Subsidiaries, (y) an employee benefit plan or trust of the Company or its Subsidiaries, and (z) a person who acquires stock of the Company pursuant to an agreement with the Company that is approved by the Board in advance of the acquisition, unless the acquisition results in a Change of Control pursuant to subsection (ii) below.  For purposes of this subsection, a “person” means an individual, entity or group, as that term is used for purposes of the Act.

(ii)

Any tender or exchange offer, merger or other business combination, sale of assets or any combination of the foregoing transactions, and the Company is not the surviving corporation.

(iii)           A liquidation of the Company.

C.

Except as otherwise provided in this letter, the Option may be exercised during your lifetime only by you and only while you are an employee of the Company.  If you cease to be an employee for any reason other than your death or disability, you may exercise the Option within one year afterward, to the extent it was exercisable on the date you ceased to be an employee. For this purpose, one year after you ceased to be an employee is defined as one year after the last day for which you are entitled to receive compensation for services rendered to the Company.

D.

If you should die before having fully exercised the Option, your executor, administrator, or any person or persons acquiring the Option directly from you by bequest or inheritance may exercise the Option at any time within one year after your death to the extent it was exercisable on the date of your death.

E.	If your employment terminates by reason of your disability (within the meaning of Section 105 (d) (4) of the Internal Revenue Code), the Option may be exercised within one year of your termination of employment to the extent it was exercisable on the date of your termination of employment.

Each provision of this Section II is subject to the condition that in no event may the Option be exercised after the expiration of the Effective Term of the Option.

 

III.	You may exercise the Option in any manner permitted in the Plan, except that you may not elect to have shares of Company Stock withheld from your Option to pay the exercise price of the Option.

IV.

You agree, as a condition of receiving an Option, to pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all Applicable Withholding Taxes with respect to the Option.  You may elect to have shares of Company Stock that are subject to the Option (valued at Fair Market Value on the date of exercise) withheld in payment of any or all Applicable Withholding Taxes.  Until the Applicable Withholding Taxes have been paid or arrangements satisfactory to the Company have been made, no stock certificates will be issued to you.

V.	This Option is not transferable by you except by will or by the laws of descent and distribution.

VI.	In the event of changes in the structure of the Company, appropriate adjustments will be made according to the Plan.

VII.

In consideration of the grant of this Option, you agree that you will comply with such lawful conditions as the Board of Directors or the Compensation Committee may impose on the exercise of the Option, and will perform such duties as may be assigned from time to time by the Board of Directors or by the executive officers of the Company operating under the authority of the Board; provided, however, that the provisions of this sentence shall not be interpreted as affecting the right of the Company to terminate your employment at any time.

VIII.

You agree to notify the Company if any of the shares acquired pursuant to the exercise of this Option are sold or otherwise disposed of outside of the safe harbor trading period, as defined by the Company.

Attached to this letter is the following: (1) a second copy of this letter and (2) a copy of the Plan.  Please sign the second copy of this letter and return it to Jon Wolk, Vice President of Finance & CFO, American Woodmark Corporation, 3102 Shawnee Drive, Winchester, VA 22601, to acknowledge your acceptance of the terms of this Option and receipt of the foregoing documents.

Before exercising this Option, please contact the Chief Financial Officer of the Company to receive the proper Notice of Exercise form, and any additional information that may be required or appropriate in relation to the exercise of this Option.

Your signature and return of a copy of this letter shall be deemed as your understanding and acceptance to the terms and conditions pertaining to this Option as outlined in this letter and the attached Plan description.

American Woodmark Corporation

Kent B. Guichard

Chairman and Chief Executive Officer

Agreed to:

By ____________________________

Exhibit 10.6

FORM OF EMPLOYEE SERVICE-BASED RSU GRANT LETTER

Date

Name

Street Address

City, State  Zip Code

Dear Name:

American Woodmark Corporation (the “Company”) has granted to you an award of restricted stock units (the “Award”).  Your Award is subject to the terms set forth in this letter and in the American Woodmark Corporation 2004 Amended and Restated Stock Incentive Plan For Employees (the “Plan”) , a copy of which is attached.  Capitalized terms that are not defined in this letter shall have the meaning assigned to them under the Plan.

The terms of your Award are as follows:

I.	In consideration of your agreements contained in this letter, the Company hereby grants you ________ restricted stock units (RSUs). Each RSU represents the right to receive one share of the voting common stock of the Company.

II.	Your Award carries the following provisions:

A.

The Award will mature on _____ (the “Maturity Date”).  In order to receive the full Award, you must be an employee of the Company on the Maturity Date and must have maintained continuous employment from ____ (the “Award Date”) through the Maturity Date.  In the event employment is terminated at any time for any reason other than as provided in sections B. or C. below between the Award Date and the Maturity Date, the full amount of the Award will be forfeited.

B.

In the event you become separated from the Company because of retirement, death, disability, or termination without cause where you have satisfied the retirement criteria set forth below, then you will receive a pro-rated portion of the Award.  The number of shares received will be determined by dividing the number of days between the Award Date and your separation date by the number of days between the Award date and the Maturity Date and multiplying by the number of RSUs of the Award.

For purposes of applying this section B., retirement, disability and cause are defined as follows:

·	Retirement: You separate from the Company’s employ, having attained both a) at least ten years of service in the Company’s employ, and b) the age of 55.

·

Disability: You become unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Compensation Committee of the Company’s Board of Directors in its reasonable discretion.

·

Cause: Your neglect of your duty which is not corrected after 90 days’ written notice thereof; your misconduct, malfeasance, fraud or dishonesty which materially and adversely affects the Company or its reputation in the industry; or your conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude.

 

 

 

C.

In the event of a Change of Control any time before the Maturity Date, you will receive the full amount of the Award if, at any time on or after the date of the Change of Control, either (i) your employment with the Company or any successor of the Company or parent or other affiliate thereof is involuntarily terminated by the Company (or any such successor or parent or affiliate) without cause (as defined above) or (ii) you voluntarily terminate your employment with the Company (or any such successor or parent or affiliate) for good reason..

For purposes of applying this section C., good reason and Change of Control are defined as follows:

Good Reason: The occurrence of any of the following conditions without your written consent: a reduction in your base salary; you are not in good faith considered for an annual cash bonus; you are not in good faith considered for other benefits that are afforded generally by the Company from time to time to its senior personnel; the relocation of your place of your employment to a location further than 50 miles from your current place of employment; or a substantial diminution in your working conditions or management responsibilities, other than on account of disability.

Change of Control: The occurrence of any of the following:

(i)

The acquisition by any unrelated person of beneficial ownership (as that term is used for purposes of the Securities Exchange Act of 1934) of 50% or more of the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors.  The term “unrelated person” means any person other than (x) the Company and its Subsidiaries, (y) an employee benefit plan or trust of the Company or its Subsidiaries, and (z) a person who acquires stock of the Company pursuant to an agreement with the Company that is approved by the Board in advance of the acquisition, unless the acquisition results in a Change of Control pursuant to subsection (ii) below.  For purposes of this subsection, a “person” means an individual, entity or group, as that term is used for purposes of the Act.

(ii)

Any tender or exchange offer, merger or other business combination, sale of assets or any combination of the foregoing transactions, and the Company is not the surviving corporation.

(iii)

A liquidation of the Company.

III.

You agree, as a condition of receiving the Award to pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all Applicable Withholding Taxes with respect to the Award.  Any distributions on the Award as defined herein will be made with a certificate of common shares.  Unless otherwise agreed, the Company will withhold from the Award shares sufficient to cover all Applicable Withholding Taxes.  Should you choose to receive the full Award in shares, no stock certificate will be issued until the Applicable Withholding Taxes have been paid or arrangements satisfactory to the Company have been made.

IV.	This Award is not transferable by you except by will or by the laws of descent and distribution.

V.	In the event of changes in the structure of the Company, appropriate adjustments will be made according to the Plan.

 

 

 

VI.

In consideration of the grant of this Award, you agree that you will comply with such lawful conditions as the Board of Directors or the Compensation Committee may impose on the Award, and will perform such duties as may be assigned from time to time by the Board of Directors or by the executive officers of the Company operating under the authority of the Board; provided, however, that the provisions of this sentence shall not be interpreted as affecting the right of the Company to terminate your employment at any time.

VII.	Until the RSU’s are converted into actual shares of the Company’s stock, your Award will not convey actual rights normally accruing to shareholders, including but not limited to the right to participate in shareholder votes or the right to receive dividends.

VIII.

Timing of the Company’s payment of your Award will vary, as follows:

a.	For employees who are continuously employed by the Company through the Maturity Date, Award payment will occur as soon as administratively practicable (within 60 days) after the Maturity Date.

b.	For employees who separate from the Company’s employ because of either 1) death, or 2) disability before the Maturity Date, payment of the Award will occur as soon as administratively practicable (within 60 days) after the employee’s separation date.

c.

For employees who separate from the Company’s employ due to 1) retirement, or 2) termination without cause after having satisfied the retirement criteria set forth above, or 3) involuntary termination without cause or good reason termination on or following the date of a Change of Control, timing of the Award payment will depend upon whether or not the employee is deemed to be a “Top 50 employee” of the Company as defined by Section 409A(a)(2)(B)(i) of the Internal Revenue Code. Generally speaking, employees who earn more than $165,000 of annual compensation may meet this criterion.

If an employee is not a Top 50 employee, then payment will occur as soon as administratively practicable (within 60 days) after the employee’s date of separation.

If an employee qualifies as a Top 50 employee, then payment will occur as soon as administratively practicable (within 60 days) after the date that is six months after the employee’s separation date.

Attached to this letter is the following: (1) a second copy of this letter and (2) a copy of the Plan.  Please sign the second copy of this letter and return it to Jon Wolk, Vice President of Finance & CFO, American Woodmark Corporation, 3102 Shawnee Drive, Winchester, VA 22601, to acknowledge your acceptance of the terms of this Award and receipt of the foregoing documents.

Your signature and return of a copy of this letter shall be deemed as your understanding and acceptance to the terms and conditions pertaining to this Award as outlined in this letter and the attached Plan description.

American Woodmark Corporation

Kent B. Guichard

Chairman and Chief Executive Officer

Agreed to

By: ______________________________

Exhibit 10.7

FORM OF PERFORMANCE-BASED RSU GRANT LETTER

Date

Name

Street Address

City, State  Zip Code

Dear Name:

American Woodmark Corporation (the “Company”) has established a program that includes a performance based opportunity under which you may receive an Award of restricted stock units (the “Award”).  The opportunity outlined below is based on the achievement of certain predetermined performance metrics for fiscal ____.  The potential Award is subject to the terms set forth in this letter and in the American Woodmark Corporation 2004 Amended and Restated Stock Incentive Plan For Employees (the “Plan”) , a copy of which is attached.  Capitalized terms that are not defined in this letter shall have the meaning assigned to them under the Plan.

The terms of your opportunity are as follows:

I.

In consideration of your agreements contained in this letter, the Company has established a plan under which you may be granted up to ________ restricted stock units (RSU’s). Each RSU represents the right to receive one share of the voting common stock of the Company based on the Company’s attainment of certain performance metrics for fiscal ____.

II.	Your plan carries the following provisions:

A.	The Company and the Compensation Committee have approved an operating plan for fiscal ____.

B.	The operating plan includes three primary categories:  income statement achievement, balance sheet management, and organizational development.

C.	The Company and the Compensation Committee have developed specific measurements within the three categories.  Each measurement has a low case, a base case, and a high case.  The measurements and case values are detailed in Attachment A.

D.

As soon as practical after the close of fiscal ____ the Compensation Committee will evaluate Company performance based on the measurements and establish a value earned based on achievement in each of the three categories.  While the Committee will utilize the measurements as the basis of the evaluation, the Committee may, in its sole discretion, consider other factors in determining the amount of the opportunity to be granted.

E.

At the conclusion of evaluation, the Compensation Committee will assign a percentage earned in each of the three areas and you will receive an Award of RSU’s that will be converted into shares of the common stock of the Company once you meet the vesting requirement.  For example, assuming that your total opportunity is 75 shares, a hypothetical evaluation may look as follows:

 

 

 

 

G.

In the event you become separated from the Company because of retirement, death, disability, or termination without cause where you have satisfied the retirement criteria set forth below, then you may receive a pro-rated portion of the   Award.  If your separation date occurs after the Compensation Committee has completed its evaluation described in Section II.E., then you will receive the number of shares determined by dividing the number of days between the Award Date and your separation date, by the total number of days between the Award Date and the Maturity Date, multiplied by the number of RSU’s of your Award. If your separation date occurs before the Compensation Committee completes its evaluation described in Section II.E., then the full amount of your Award will be forfeited.

For purposes of applying this Section G., retirement, disability and cause are defined as follows:

·	Retirement: You separate from the Company’s employ, having attained both a) at least ten years of service in the Company’s employ, and b) the age of 55.

·

Disability: You become unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Compensation Committee in its reasonable discretion.

·

Cause: Your neglect of your duty which is not corrected after 90 days’ written notice thereof; your misconduct, malfeasance, fraud or dishonesty which materially and adversely affects the Company or its reputation in the industry; or your conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude.

H.

In the event of a Change of Control any time before the Maturity Date, you will receive the full amount of the Award if, at any time on or after the date of the Change of Control, either (i) your employment with the Company or any successor of the Company or parent or other affiliate thereof is involuntarily terminated by the Company (or any such successor or parent or affiliate) without cause (as defined above) or (ii) you voluntarily terminate your employment with the Company (or any such successor or parent or affiliate) for good reason.

 

 

For purposes of applying this section H., good reason and Change of Control are defined as follows:

Good Reason: The occurrence of any of the following conditions without your written consent: a reduction in your base salary; you are not in good faith considered for an annual cash bonus; you are not in good faith considered for other benefits that are afforded generally by the Company from time to time to its senior personnel; the relocation of your place of your employment to a location further than 50 miles from your current place of employment; or a substantial diminution in your working conditions or management responsibilities, other than on account of disability.

Change of Control: The occurrence of any of the following:

 

(ii)

Any tender or exchange offer, merger or other business combination, sale of assets or any combination of the foregoing transactions, and the Company is not the surviving corporation.

(iii)

A liquidation of the Company.

III.

You agree, as a condition of receiving the Award to pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all Applicable Withholding Taxes with respect to the Award.  Any distributions on the Award as defined herein will be made with a certificate of common shares.  Unless otherwise agreed, the Company will withhold from the Award shares sufficient to cover all Applicable Withholding Taxes.  Should you choose to receive the full Award in shares, no stock certificate will be issued until the Applicable Withholding Taxes have been paid or arrangements satisfactory to the Company have been made.

IV.	This Award is not transferable by you except by will or by the laws of descent and distribution.

V.	In the event of changes in the structure of the Company, appropriate adjustments will be made according to the Plan.

VI.

In consideration of the grant of this Award, you agree that you will comply with such lawful conditions as the Board of Directors or the Compensation Committee may impose on the Award, and will perform such duties as may be assigned from time to time by the Board of Directors or by the executive officers of the Company operating under the authority of the Board; provided, however, that the provisions of this sentence shall not be interpreted as affecting the right of the Company to terminate your employment at any time.

 

 

 

VII.	Until the RSU’s are converted into actual shares of the Company’s stock, your Award will not convey actual rights normally accruing to shareholders, including but not limited to the right to participate in shareholder votes or the right to receive dividends.

VIII.

Timing of the Company’s payment of your Award will vary, as follows:

a.	For employees who are continuously employed by the Company through the Maturity Date, Award payment will occur as soon as administratively practicable (within 60 days) after the Maturity Date.

b.

For employees who either 1) die, or 2) become disabled before the Maturity Date but after the Compensation Committee completed its performance evaluation described in Section II. E., payment of the Award will occur as soon as administratively practicable (within 60 days) after the employee’s separation date.

c.

For employees who separate from the Company’s employ due to either 1) retirement prior to the Maturity Date but after the Compensation Committee completed its performance evaluation described in Section II.E., 2) termination without cause prior to the Maturity Date and after both (x) having satisfied the retirement criteria set forth above and (y) the Compensation Committee completed its performance evaluation described in Section II.E., or 3) involuntary termination without cause or good reason termination on or following the date of a Change of Control, timing of the Award payment will depend upon whether or not the employee is deemed to be a “Top 50 employee” of the Company as defined by Section 409A(a)(2)(B)(i) of the Internal Revenue Code. Generally speaking, employees who earn more than $165,000 of annual compensation may meet this definition.

If an employee is not a Top 50 employee, then payment will occur as soon as administratively practicable (within 60 days) after the employee’s date of separation.

If an employee qualifies as a Top 50 employee, then payment may occur as soon as administratively practicable (within 60 days) after the date that is six months after the employee’s separation date.

Please sign the second copy of this letter and return it to Jon Wolk, Vice President of Finance & CFO, American Woodmark Corporation, 3102 Shawnee Drive, Winchester, VA 22601, to acknowledge your acceptance of the terms of this Award and receipt of the foregoing documents.

Your signature and return of a copy of this letter shall be deemed as your understanding and acceptance to the terms and conditions pertaining to this plan as outlined in this letter and the attached Plan description.

American Woodmark Corporation

Kent B. Guichard

Chairman and Chief Executive Officer

Agreed to:

By ____________________________