MASONITE INTERNATIONAL CORP (Form: 8-K, Received: 05/15/2014 16:58:21)

Broker Non-Votes

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2014

________________________________________

Masonite International Corporation

(Exact name of registrant as specified in its charter)

________________________________________



British Columbia, Canada	001-11796	98-0377314
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



2771 Rutherford Road Concord, Ontario, Canada		L4K 2N6
(Address of principal executive offices)		(Zip Code)

(800) 895-2723

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01	Entry into a Material Definitive Agreement

On May 13, 2014, Masonite International Corporation (the “Company”) held its 2014 Annual General Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders approved amendments to the Company’s Shareholders Agreement dated as of June 9, 2009, as Amended and Restated as of March 1, 2012 (the “Shareholders Agreement”). A description of the amendments to the Shareholders Agreement is set forth on pages 52 and A-1 through A-5 of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2014 (the “Proxy Statement”). The description, a copy of which is filed as Exhibit 3.1 hereto, is incorporated herein by reference. The description of the amendments to the Shareholders Agreement incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholders Agreement, as amended and restated to reflect the amendments approved at the Annual Meeting, which is filed as Exhibit 3.2 hereto and is incorporated herein by reference.



Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; compensatory Arrangements of Certain Officers

At the Annual Meeting, the Company’s shareholders approved the Masonite International Corporation 2014 Employee Stock Purchase Plan (the “Purchase Plan”). A description of the Purchase Plan is set forth on pages 53-56 of the Company’s Proxy Statement. The description, a copy of which is filed as Exhibit 10.1 hereto, is incorporated herein by reference. The description of the Purchase Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.



Item 5.07	Submission of Matters to a Vote of Security Holders.

On May 13, 2014, the Company held the Annual Meeting at the University Club of Tampa in Tampa, Florida. A total of 23,141,847 shares of the Company’s common stock, out of a total of 29,267,655 shares of the Company’s common shares outstanding and entitled to vote as of the record date, were present in person or represented by proxies. Each of the proposals is described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.

Proposal 1 - Number of Directors

The resolution setting the authorized number of Directors at nine was approved by the Company’s shareholders at the Annual Meeting.



For	Against	Abstain
23,139,650	1,569	628

Proposal 2 - Election of Directors

The following directors were elected to the Company’s Board of Directors at the Annual Meeting to serve as Directors until the Company’s 2015 Annual General Meeting of shareholders and until their respective successors are duly elected and qualified:



	Votes For	Votes Withheld	Broker Non-Votes
Frederick J. Lynch	14,050,313	18,629	9,072,905
Jody L. Bilney	14,050,240	18,702	9,072,905
Robert J. Byrne	14,050,313	18,629	9,072,905
Peter R. Dachowski	14,050,313	18,629	9,072,905
Jonathan F. Foster	14,024,588	44,354	9,072,905
George A. Lorch	14,045,998	22,944	9,072,905
Rick J. Mills	14,050,313	18,629	9,072,905
Francis M. Scricco	14,050,258	18,684	9,072,905
John C. Wills	14,050,098	18,844	9,072,905

Proposal 3 - Advisory Vote on Executive Compensation

The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.

Proposal 4 - Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

The Company’s shareholders voted for one year with respect to the frequency with which the Company’s shareholders are provided a non-binding, advisory vote on the compensation paid to the Company’s named executive officers.



1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
9,557,864	4,109,370	401,292	416	9,072,905

In light of such vote, and consistent with the Company’s recommendation, the Company’s Board of Directors determined that it currently intends to include an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers.

Proposal 5 - Appointment of Independent Registered Public Accounting Firm

The shareholders voted at the Annual Meeting to approve the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2014.

Proposal 6a - Amending Resolution Regarding Stock Split/Consolidation

The resolution amending a resolution previously approved by the Company’s shareholders amending the Company’s Articles to provide the Directors with the power to, by resolution, subdivide or consolidate the Company’s share capital was approved by the Company’s shareholders at the Annual Meeting.

Proposal 6b - Amending Resolution Regarding Advance Notice Requirement

The resolution amending a resolution previously approved by the Company’s shareholders providing for advance notice requirements for with respect to Director nominations was approved by the Company’s shareholders at the Annual Meeting.

Proposal 6c - Amending Resolution Regarding Amendments to the Company’s Articles and Shareholders Agreement Relating to Certain Procedural, Ancillary and Administrative Matters

The resolution amending a resolution previously approved by the Company’s shareholders providing for amendments to the Company’s Articles and the Shareholders Agreement relating to certain procedural, ancillary and administrative matters was approved by the Company’s shareholders at the Annual Meeting.

Proposal 7 - Approval of the Masonite International Corporation 2014 Employee Stock Purchase Plan

The Masonite International Corporation 2014 Employee Stock Purchase Plan was approved by the Company’s shareholders at the Annual Meeting.



Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits



Exhibit No.		Description

Exhibit 3.1		Description of Amendments to Shareholders Agreement dated as of June 9, 2009 as Amended and Restated as of March 1, 2012

Exhibit 3.2		Form of Second Amended and Restated Shareholders Agreement

Exhibit 10.1		Description of Masonite International Corporation 2014 Employee Stock Purchase Plan

Exhibit 10.2		Form of Masonite International Corporation 2014 Employee Stock Purchase Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	MASONITE INTERNATIONAL CORPORATION

Date:	May 15, 2014	By:	/s/ Robert E. Lewis
		Name:	Robert E. Lewis
		Title:	Senior Vice President, General Counsel and Secretary

Exhibit 3.1

AMENDMENTS TO ARTICLES AND SHAREHOLDERS AGREEMENT

(PROPOSAL 6a, 6b and 6c)

Background

On February 27, 2013, the Company filed a registration statement with the SEC relating to a proposed registered offering of its Common Shares (the " Offering" ). The Company also intended to apply for listing of its Common Shares on the NYSE as part of the Offering. In connection with the filing, the Board of Directors undertook an updated review of the Current Articles and Shareholders Agreement and determined that it was appropriate to amend and amend and restate the Current Articles and the Shareholders Agreement as contemplated by the Original Resolutions effective upon the Offering. The Original Resolutions were approved by the Company’s Shareholders at the Annual General and Special Meeting held on May 29, 2013. The Company ultimately decided not to proceed with the Offering and because the amendments contemplated by the Original Resolutions were conditional upon the Offering which did not occur, they did not become effective. However, on September 6, 2013, a registration statement on Form 10 relating to the Common Shares was declared effective by the SEC, resulting in the Company becoming subject to the reporting requirements of the Exchange Act, and on September 9, 2013, the Common Shares of the Company began trading on the NYSE under the ticker symbol "DOOR".

Amendments

The Board of Directors has determined that it is in the best interests of the Company and its Shareholders to implement the amendments contemplated by the Original Resolutions effective immediately after the Meeting and for that reason are proposing that the Shareholders pass the Amending Resolutions, which will have the effect of removing the condition that the Original Resolutions only become effective upon the occurrence of the Offering.

Set forth in Appendix "A" are excerpts to the proxy circular of the Company delivered in connection with the Annual General and Special Meeting of the Shareholders dated May 29, 2013. These excerpts provide a summary and background information about each of the Stock Split/Consolidation, the Advance Notice Requirement and the Ancillary Amendments (the full text of the Original Resolutions from the appendices to that proxy circular are excluded).

Set forth in Appendices "B," "C" and "D" are the Amending Resolutions, which represent amended and restated versions of each of the Original Resolutions. The text of each Amending Resolution is identical to that of the respective Original Resolution except that the section regarding implementation of the amendments has been removed (Section 2 of the Original Resolutions on Stock Split/Consolidation and the Advance Notice Requirement and Section 6 on Original Resolution on the Ancillary Amendments). The Amending Resolution relating to Ancillary Amendments also differs from its respective Original Resolution through replacement of the phrase "subsequent to the Offering" in Section 2(b) of the resolution with the phrase "subsequent to May 13, 2014.", and attaches as Exhibit I to Appendix "D" a blackline document that identifies the full text of all amendments to the Current Articles contemplated by each of the Amending Resolutions.

To be effective, each Amending Resolution must be approved by not less than two-thirds of the votes cast by Shareholders, present in person or represented by proxy, at the Meeting. If approved, the Company will be authorized to implement the Amending Resolutions at any time, although the Ancillary Amendments require the filing of an updated Notice of Articles and will not be effective until the Company completes the necessary filings for that update.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE AMENDING RESOLUTIONS.

APPENDIX "A"

EXCERPTS FROM 2013 PROXY CIRCULAR

Note: The appendices referenced in this excerpt have not been included. The resolutions and Articles referred to in those appendices have been re-stated and included elsewhere in the Proxy Statement, as further described under the heading "Amendments to Articles and Shareholders Agreement".

AMENDMENTS TO ARTICLES

Background to and Reasons for the Amendments to the Articles and Shareholders Agreement

On February 27, 2013, the Company filed a registration statement with the U.S. Securities and Exchange Commission relating to a proposed registered offering of its Common Shares (the "Offering"). In connection with the proposed Offering, the Company intends to apply for listing of its Common Shares on the NYSE. In connection with the filing, the Board of Directors has undertaken an updated review of the Current Articles and Shareholders Agreement and has determined that it is appropriate to amend and amend and restate the Current Articles and the Shareholders Agreement as contemplated by the Stock Split/Consolidation Resolution, the Advance Notice Resolution and the Ancillary Amendment Resolution in connection with the proposed Offering.

At a special meeting of shareholders held on March 1, 2012, the Company’s shareholders passed a special resolution (the " March 2012 Listing Resolution" ) approving certain amendments to the Current Articles to take effect upon a listing of the Common Shares on the NYSE, NASDAQ or on any other nationally recognized stock exchange (collectively, a " Listing" ). These amendments will be implemented in connection with the Offering and are reflected in the amended and restated articles attached to Appendix "C", and include (i) deletion of the tag-along rights, the drag-along rights and the pre-emptive rights set out in Part 22 of the Current Articles, together with any related provisions in the Current Articles; (ii) removal of all remaining share transfer restrictions set forth in Part 21 of the Current Articles; (iii) removal of the maximum number of shareholders requirement; and (iv) removal of the remaining restrictive legend requirements, subject only to such legend requirements as may be imposed or required pursuant to applicable U.S. and Canadian laws or applicable listing requirements or the Shareholders’ Agreement. This summary is intended as a general summary only and is qualified in its entirety by the detailed amendments set forth in the Company’s Management Information Circular dated January 31, 2012.

Stock Split/Consolidation Resolution

The Board of Directors has determined that it is in the best interests of the Company to give the Directors the flexibility to subdivide or consolidate the Company’s share capital from time to time. At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass the Stock Split/Consolidation Resolution, the full text of which is set forth in Appendix "A" to this Information Circular. If approved, the Stock Split/Consolidation Resolution will grant to the Directors the power to subdivide or consolidate the Company’s share capital by directors’ resolution. Currently, such a subdivision or consolidation would require approval at a meeting of shareholders. It is anticipated that the directors will authorize a subdivision or "stock split" immediately prior to the Offering.

To be effective, the Stock/Split Consolidation Resolution must be approved by not less than two-thirds of the votes cast by shareholders, present in person or represented by proxy, at the Meeting. If approved the Stock/Split Consolidation Resolution will become effective in connection with, and immediately preceding, the Offering. The Board of Directors unanimously recommends that the shareholders vote in favour of the Stock Split/ Consolidation Resolution.

The persons named in the enclosed Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, will vote such proxies in favour of the Stock Split/Consolidation Resolution.

Adoption of Advance Notice Resolution

The Board has determined that it is in the best interests of the Company to amend the Current Articles to include new rules regarding advance notice for the nomination of directors pursuant to the Advance Notice Resolution. Adoption of the Advance Notice Resolution will: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote.

If adopted, the Advance Notice Resolution will authorize the amendment of the Current Articles to provide for advance notice provisions with respect to the election of the Board of Directors The advance notice provisions will fix a deadline by which shareholders must submit notice of Director nominations (" Shareholder Notice" ) to the Company prior to any annual or special meeting of shareholders, and specifies the information that a shareholders must include in the proper form of notice to the Company.

Subject to enumerated exceptions, the deadline for delivering the Shareholder Notice shall be: (i) in the case of an annual general meeting of shareholders, not less than 30 and not more than 65 days prior to the date of such meeting; and (ii) in the case of a special meeting (which is not also an annual meeting of shareholders) called for the purpose of electing Directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the first public announcement of the date of such special meeting.

The Shareholder Notice must set out, amongst other things:

(i) as to each candidate for nomination: (A) the name(s), age(s), business and residential address (es) and principal occupation(s) or employment; (B) number and class of shares of the Company which are controlled or which are owned beneficially or of record (C) any other information relating to the nominee that would be required to be disclosed in either: (a) a dissident’s proxy circular in connection with solicitations of proxies for election of Directors pursuant to the BCBCA and the U.S. Securities Exchange Act of 1934, as amended and the forms and regulations promulgated thereunder ("Applicable Securities Laws"), or (b) the Company’s proxy statement in connection with such meeting pursuant to Applicable Securities Laws if the nominee had been a nominee for election as Director in that proxy statement, and

(ii) as to the shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder has a right to vote any shares of the Company and any other information relating to such shareholder that would be required to be made in a dissident proxy circular in connection with solicitations of proxies for election of Directors pursuant to the BCBCA and Applicable Securities Laws.

To be effective, the Advance Notice Resolution must be approved by not less than two-thirds of the votes cast by shareholders, present in person or represented by proxy, at the Meeting. If approved the Advance Notice Resolution will become effective in connection with, and immediately preceding, the Offering. The Board of Directors unanimously recommends that the shareholders vote in favour of the Advance Notice Resolution.

The persons named in the enclosed Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, will vote such proxies in favour of the Advance Notice Resolution.

Ancillary Amendments to Articles and Shareholders Agreement

The Board of Directors has determined that it is in the best interests of the Company to make certain additional amendments to the Current Articles and Shareholders Agreement and to adopt amended and restated articles giving effect to all amendments approved by shareholders.

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass a resolution (the " Ancillary Amendments Resolution" ) approving the following amendments and the full text of which is set forth in Appendix "C" to this Information Circular. If adopted, the Ancillary Amendments Resolution will result in the following amendments, in addition to related administrative amendments:

(i) to the Current Articles to remove provisions relating to the number of Directors, first Directors and related provisions, and to set the number of Directors at not less than 5 and not more than 15 Directors with the exact number to be fixed from time to time by resolution of the Board;

(ii) to the Current Articles and the Shareholders Agreement to remove all references to the Affiliate Transactions Policy;

(iii) to the Current Articles to remove provisions that fall away or become inoperative on the completion of a Public Offering and remove certain prohibitions on issuances of non-voting equity shares;

(iv) to the Current Articles to add administrative provisions relating to the possible certification of shares;

(v) to the Current Articles to address the quorum necessary for committee meetings;

(vi) to the Shareholders Agreement to limit Section 8.9 of the Shareholders Agreement to Registrable Securities with respect to public offerings subsequent to the Offering; and

(vi) to adopt amended and restated articles giving effect to the foregoing, the Stock Split/ Consolidation Resolution and the Advance Notice Resolution, in each case if passed, and the March 2012 Listing Resolution.

The information set out below is intended as a general summary only and is qualified in its entirety by the detailed amendments set forth in the Ancillary Amendments Resolution.

• Number of Directors

The Current Articles provide that the Company must have a Board of Directors consisting of the number of Directors that is equal to the number of the Company’s first Directors or the number of Directors set by special resolution of the shareholders. If adopted, the Ancillary Amendments Resolution will result in the deletion from the Current Articles of this provision and related provisions and set the number of Directors at not less than 5 and not more than 15, with the exact number to be fixed from time to time by resolution of the Board of Directors. In addition, the Ancillary Amendments Resolution shall delete those provisions providing for the composition and term of the first Board of Directors which are no longer applicable.

• Removal of Affiliate Transactions Policy

The Current Articles and the Shareholders Agreement provide that the Board of Directors shall adopt and maintain an affiliate transactions policy ("Affiliate Transactions Policy") which addresses conflicts of interest amongst the Directors and the Company and the duties of Directors with respect to disclosure of personal interests in a transaction. Further, the Current Articles provide that Directors or officers may: (i) act in a professional capacity for the Company (except as auditor of the Company) and receive remuneration for such services as if that they were not a director or officer; or (ii) become a director, officer or employee of, or may otherwise be or become interested in, any corporation, firm or entity in which the Company may be interested, and they shall not be accountable to the Company for any remuneration or other benefits received by him or her in such capacities, subject in each case to compliance with the provisions of the BCBCA and the Affiliate Transactions Policy. If the Company completes the proposed Offering, the Affiliate Transactions Policy will be redundant, as the Company will be required to establish a separate, comprehensive policy relating to affiliate transactions in compliance with NYSE rules and U.S. federal securities laws. If adopted, the Ancillary Amendments Resolution will result in the deletion of all references to the Affiliate Transactions Policy from the Current Articles and the Shareholders Agreement, eliminating overlap and the potential for inconsistencies among relevant standards and procedures.

• Removal of Inapplicable Provisions

The Current Articles contain certain provisions which, by their terms, fall away or become inoperative on the completion of a "Public Offering". These include: (i) provisions relating to the Shareholders’ Agreement; and

(ii) the restriction against registering Common Shares in the name of beneficial owners.

The Current Articles also contain prohibitions on share issuances until such time as the Company is no longer subject to Section 1123(a)(6) of the U.S. Bankruptcy Code. Masonite has determined that the Company is no longer subject to such Section of the U.S. Bankruptcy Code.

If adopted, the Ancillary Amendments Resolution will result in the deletion of all such references and/or provisions.

• Rules re Certificated Shares, if required

The Current Articles provide that Common Shares shall be uncertificated, unless otherwise determined by the Board. If adopted, the Ancillary Amendments Resolution will result in certain administrative provisions being added to the Current Articles relating to the possible certification of shares, including provisions allowing the Directors to establish policies and procedures regarding those certificates, including policies and procedures relating to the form, delivery, replacement and fees payable in respect of share certificates, subject to the requirements of the Business Corporations Act.

• Quorum of Committees

The Current Articles provide that each committee of the Board of Directors has a quorum fixed at a majority of its members. If adopted, the Ancillary Amendments Resolution will result in the deletion from the Current Articles of the fixed quorum and allow each committee, unless otherwise determined by the Board of Directors, to determine its quorum at a level that is not less than a majority of its members.

• The Shareholders Agreement -Limitation of Section 8.9 of the Shareholders Agreement to Registrable Securities

Section 8.9 of the Shareholders Agreement provides that in the case of an underwritten public offering of securities of the Company, each shareholder agrees, if requested by the managing underwriter, not to sell, transfer, etc. its Common Shares, or securities convertible into or exercisable or exchangeable for Common Shares, for a period of 180 days in the case of a Qualified Initial Public Offering (as defined in the Shareholders Agreement) or 90 days otherwise.

Once the Company has become public as a result of the Offering, the registration rights provided for in the Shareholders Agreement will only be available to holders of Registrable Securities. Accordingly, the Board of Directors has determined that it is appropriate to limit the application of Section 8.9, which provides for of a holdback being imposed at the request of underwriters in a future underwritten offering, to the holders of Registrable Securities (rather than all shareholders). Accordingly, the Ancillary Amendments Resolution would result in the amendment of the Shareholders Agreement to limit the holdback obligation to holders of Registrable Securities after the completion of the Offering. For greater certainty, the proposed amendment shall not affect or limit any holdback that may be required by the underwriters in connection with the Offering.

• Amendment and Restatement of Articles

If adopted, the Ancillary Amendments Resolution will authorize the Company to adopt amended and restated articles giving effect to the foregoing, the Stock Split/Consolidation Resolution and the Advance Notice Resolution, in each case if passed, and the March 2012 Listing Resolution.

To be effective, the Ancillary Amendments Resolution must be approved by not less than two-thirds of the votes cast by shareholders, present in person or represented by proxy, at the Meeting. If approved the Ancillary Amendments Resolution will become effective in connection with, and immediately preceding, the Offering. The Board of Directors unanimously recommends that the shareholders vote in favour of the Ancillary Amendments Resolution.

The persons named in the enclosed Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, will vote such proxies in favour of the Ancillary Amendments Resolution.

Exhibit 3.2

Second Amended and Restated Shareholders Agreement
(Reflecting all amendments up to and including May 14, 2014)

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

by and among

Masonite International Corporation/Corporation Internationale Masonite

and

Certain Shareholders of Masonite International Corporation

Second Amended and Restated Shareholders Agreement
(Reflecting all amendments up to and including May 14, 2014)

TABLE OF CONTENTS



1.	DEFINITIONS	2

	1.1 Definitions	2

2.	CORPORATE MATTERS	2

	2.1 Board Committees	2
	2.2 Conflicts of Interest - Competitively Sensitive Information	2
	2.3 Distributions/Dividends	2
	2.4 Subsidiaries	3

3.	VOTING/CONTRIBUTION OF CAPITAL	3

	3.1 Voting Rights	3
	3.2 Contribution of Capital	3

4.	TRANSFER RESTRICTIONS.	3

	4.1 Transfers Allowed	3
	4.2 Application to Securities Regulators	3

5.	REMEDIES	4

	5.1 Generally	4

6.	LEGENDS	4

	6.1 Securities Laws Legend	4
	6.2 Stop Transfer Instruction	4

7.	AMENDMENT, TERMINATION ASSIGNMENT, ETC.	4

	7.1 Oral Modifications	4
	7.2 Written Modifications	4
	7.3 Termination	5
	7.4 Effect of Termination	5
	7.5 Assignment	5

8.	REGISTRATION RIGHTS	5

	8.1 Demand Registration Rights	5
	8.2 Prospectus Form	6
	8.3 Effective Registration	6
	8.4 Piggy-Back Registration Rights	7
	8.5 Exclusions from Piggy-Back Registration Rights	7
	8.6 Additional Procedures Relating to Piggyback Registration Rights	8
	8.7 Priority on Registrations	8
	8.8 Selection of Underwriters	9
	8.9 Holdback	9
	8.10 Obligations of the Company	10
	8.11 Indemnification by the Company	12

Second Amended and Restated Shareholders Agreement
(Reflecting all amendments up to and including May 14, 2014)



9.	INFORMATION RIGHTS	13

	9.1 Historical Financial Information	13

10.	MISCELLANEOUS	15

	10.1 Authority; Effect	15
	10.2 Notices	15
	10.3 Binding Effect, Etc	17
	10.4 Descriptive Headings	17
	10.5 Counterparts	17
	10.6 Severability	17
	10.7 No Recourse	18
	10.8 Aggregation of Shares	18
	10.9 Confidentiality; Opportunities	18
	10.10 Lenders	19

11.	GOVERNING LAW	19

	11.1 Governing Law	19
	11.2 Consent to Jurisdiction	19
	11.3 Waiver Of Jury Trial	20
	11.4 Exercise of Rights and Remedies	20

12.	DEFINITIONS	21

	12.1 Certain Matters of Construction	21
	12.2 Definitions	21

Second Amended and Restated Shareholders Agreement
(Reflecting all amendments up to and including May 14, 2014)

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This Second Amended and Restated Shareholders Agreement (the “ Agreement ”) is made as of May14, 2014, amending and restating the Shareholders Agreement made as of June 9, 2009, as amended from time to time and as further amended by and among:


(i)	Masonite Worldwide Holdings Inc. (now Masonite International Corporation/Corporation Internationale Masonite), a British Columbia corporation (and together with its successors and permitted assigns, the “ Company ”); and

(ii)

each Person that (a) received common shares of the Company (the “ Shares ”) upon completion of a plan of arrangement effected pursuant to Section 192 of the Canada Business Corporations Act and a Joint Plan of Reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code (the “ Bankruptcy Code ”) on June 9, 2009 (collectively, the “ Plan ”); (b) receives Shares upon the exercise of Warrants and Additional Warrants (as defined in the Plan and for purposes herein, together, the “ Warrants ”) of the Company, or is, or becomes, entitled to receive (or receives) Shares of the Company pursuant to a SAR or RSU (as defined in the Incentive Plan, as hereinafter defined) granted under the 2009 Equity Incentive Plan of the Company from time to time (the “ Incentive Plan ”); (c) the Board determines to issue Shares of the Company to (each such Person and any other Person who receives Shares as a transferee of any Person identified in (a), (b) or (c) above, a “ Shareholder ” and together, the “ Shareholders ”).

RECITALS


1.	The Company has been formed for the purpose of engaging in and implementing certain reorganization transactions (the “ Transaction ”) as contemplated by the Plan.


2.	Pursuant to the Plan, certain Shareholders acquired, in exchange for the Senior Secured Claims of the Senior Secured Creditors of Masonite International Corporation and Masonite Corporation and in exchange for Notes held by the Noteholders of Masonite International Corporation and Masonite Corporation (all as defined in the Plan) Shares.


3.	The Company held all of the shares of Masonite International Corporation/Corporation Internationale Masonite, a newly amalgamated company formed under the Canada Business Corporations Act pursuant to the Plan (“ Amalco ”), and Amalco held, directly or indirectly, all of the shares of the foreign operating Subsidiaries and U.S. operating Subsidiaries of the Company.


4.	On July 4, 2011, the Company and Amalco were amalgamated as one company under the name Masonite International Corporation/Corporation Internationale Masonite. All references herein to the Company shall be deemed to be references to Masonite International Corporation/Corporation Internationale Masonite.


5.	Other than the Warrants granted pursuant to the Plan, or securities granted to employees, directors, officers, contractors or other Participants (as hereinafter defined) of the

Second Amended and Restated Shareholders Agreement
(Reflecting all amendments up to and including May 14, 2014)

Company and its Subsidiaries under the Incentive Plan or other equity incentive plans, there are no Convertible Securities (as hereinafter defined) or other equity securities outstanding as of the date hereof.


6.	Pursuant to the Plan, all Shareholders will be bound by this Agreement upon receiving Shares pursuant to the Plan.


7.	In accordance with the Plan and to reflect those amendments approved by shareholders at a meeting of shareholders on March 1, 2012 and those further amendments approved by shareholders at a meeting of shareholders on May 13, 2014, the parties believe that it is in the best interests of the Company and the Shareholders to set forth their agreements on certain matters.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:


1.	DEFINITIONS.

1.1 Definitions.

Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 12.


2.	CORPORATE MATTERS

2.1 Board Committees.

The Board shall establish an Audit Committee, a Nominating Committee and a Compensation Committee and such other committees of the Board, including appointing members thereof and the powers and duties afforded thereto, as determined by the Board from time to time and pursuant to the Company’s articles in effect from time to time (the “ Articles ”).

2.2 Conflicts of Interest - Competitively Sensitive Information.

If a majority of the Board determines that a matter or information relating to the Company’s strategy, business plan, budget or operations is competitively sensitive in relation to a director, such director will be deemed to have a disclosable interest in the matter, and to the extent permissible by applicable law, such director shall not be entitled to receive any information, participate in any discussion or vote on the matter to the extent it relates to the area of competition deemed to be a conflict of interest.

2.3 Distributions/Dividends.

The Board will determine, from time to time in accordance with the Articles the extent to which distributions and/or dividends will be made to holders of Shares and the manner and/or form any such distributions and/or dividends will take and be made.

2.4 Subsidiaries.

The articles, by-laws and other organizational documents of any significant operating Subsidiary of the Company will contain provisions relating to its board of directors which have substantially the same effect as set forth in this Section 2.


3.	VOTING/CONTRIBUTION OF CAPITAL.

3.1 Voting Rights.

If a vote of holders of Shares is required under any applicable law or is determined to be otherwise desirable by the Board in connection with any matter, each holder of Shares shall be entitled to cast all votes to which such holder is entitled in respect of the Shares whether at any annual or special meeting, by written consent or otherwise, in the manner such holder determines.

3.2 Contribution of Capital.

No Shareholder shall be under any obligation to acquire additional Shares or other interest of any nature whatsoever, make capital contributions to or make loans to or guarantee the indebtedness of the Company or any of its Subsidiaries or any other Person.


4.	TRANSFER RESTRICTIONS.

4.1 Transfers Allowed.

Subject to the restrictions on Transfer contained elsewhere in this Agreement and in the Articles:

4.1.1 Sales to the Company . Any sale of Shares to the Company or any repurchase by the Company of Shares shall not be subject to the restrictions on Transfer contained in this Agreement but will be subject to applicable law and the Articles.

4.2 Application to Securities Regulators

Each Shareholder agrees that the Company may make application to the relevant Canadian securities regulatory authorities on behalf of the Company, the Shareholders and any future offeror for an order exempting any future take-over bids or issuer bids made in respect of the Shares or other securities of the Company from all of the formal bid requirements applicable to take-over bids or issuer bids under applicable Canadian securities laws upon such terms and conditions as may be granted by such Canadian securities regulatory authorities and as are acceptable to the Board, acting reasonably, and hereby expressly consents to the making of such application and the granting of such exemption order by the Canadian securities regulatory authorities.


5.	REMEDIES.

5.1 Generally.

The parties shall have available all remedies at law, in equity or otherwise in the event of any breach or violation of this Agreement or the Articles or any default hereunder or thereunder. The parties acknowledge and agree that in the event of any breach of this Agreement or the Articles, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.


6.	LEGENDS.

6.1 Securities Laws Legend.

Each certificate representing Shares, if any, and/or any notification of restrictions identified in the electronic position representing beneficial ownership of Shares shall have such legends as the Company may determine, in its sole discretion, so as to comply with all U.S. and Canadian applicable laws.

6.2 Stop Transfer Instruction.

The Company may instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.


7.	AMENDMENT, TERMINATION ASSIGNMENT, ETC.

7.1 Oral Modifications.

This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

7.2 Written Modifications.

This Agreement may be amended or modified (an “ Amendment ”) only by (i) instruments in writing signed by the Company and by Shareholders representing at least two-thirds (or 66 ⅔%) of the then issued and outstanding number of Shares or (ii) a resolution passed at a meeting of Shareholders called for the purpose of considering such Amendment, by Shareholders holding at least two-thirds (or 66 ⅔%) of Shares voted at such meeting in respect of the Amendment (and which Amendment shall include a resolution to amend the Articles as necessary in respect of such Amendment); provided that (a) if any Amendment is adverse to the rights of any Shareholder in a manner or to an extent proportionately and materially differing from that of other Shareholders by reason of such Amendment not treating all Shareholders alike, then such Amendment shall not be effective unless consented to by such Shareholder; and (b) if any Amendment that treats the Warrant holders, in their capacity as such, in an inconsistent and adverse manner as contrasted to the holders of the Shares, such Amendment shall not be effective

as to the Warrant holders without the prior written consent of Persons holding more than 50.1% of the Warrants as of the time of the applicable Amendment.

7.3 Termination.

This Agreement shall terminate automatically, without any further action required on the part of the Company, the Board or Shareholders, upon the earlier of: (a) the date upon which the Company completes a Qualified Initial Public Offering (except that in such event the registration rights described herein shall continue, but only for the benefit of Shareholders who (i) received Shares pursuant to the Plan, (ii) received or are entitled to receive Shares pursuant to the Incentive Plan; or (iii) transferees of anyone in (i) or (ii)); or (b) the date upon which Shareholders representing at least two-thirds (or 66 ⅔%) of the issued and outstanding number of Shares approve, by instruments signed by them, the termination of this Agreement, which agreement shall include a resolution to amend the Articles as necessary in respect of such termination.

7.4 Effect of Termination.

No termination of this Agreement shall relieve any Person of liability for breach prior to termination.

7.5 Assignment.

This Agreement is not assignable by any Shareholder except in connection with a Transfer completed in accordance with the provisions herein.


8.	REGISTRATION RIGHTS.

8.1 Demand Registration Rights

8.1.1 At any time after the first anniversary of the date of this agreement any Shareholder or group of Shareholders (a “ Requesting Holder ”) may make a written request to the Company for registration under and in accordance with the provisions of the Act of all or part of the Registrable Securities in an aggregate amount of not less than the Minimum Percentage. Promptly upon receipt of any such request (but in no event more than five business days thereafter), the Company will serve written notice (the “ Demand Notice ”) of such registration request to each Shareholder, and the Company will use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Act for public sale of all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the Demand Notice has been given to the applicable parties. All requests made pursuant to this Section 8.1 will specify the aggregate amount of Registrable Securities to be registered at such Requesting Holder’s request and will also specify the intended methods of disposition thereof. The “ Minimum Percentage ” shall mean, with respect to the then issued and outstanding Shares, during the second year following the effective date of the Plan (the “ Confirmation Date ”), 50%; and thereafter until the occurrence of a Qualified Initial Public Offering, 10%.

8.1.2 The Company will pay all reasonable expenses of Requesting Holders (including the reasonable expenses of a single legal counsel for all such holders) incurred in connection with two Demand Registrations made by each Requesting Holder pursuant to this Section 8.1, other than underwriting discount and commissions, if any, and applicable transfer taxes, if any. Subject to Section 8.4 and Section 8.5, the Company and other holders of Shares may include such Shares in such Demand Registration and such other holders of Shares shall be given notice of the registration as set forth above.

8.1.3 If the Company is requested to effect a Demand Registration and the Board determines, following consultation with counsel, that the filing of a registration statement would require the Company to disclose a material financing, acquisition or other corporate development which has not been disclosed publicly and such premature disclosure would be materially adverse or otherwise detrimental to the Company , such determination to be made by the Board in its sole discretion, in consultation with counsel, the Company shall have the right to defer such filing for a period of not more than forty-five (45) days after receipt of the request for such registration from the Requesting Holders, provided that such right may not be exercised more than once in any 12 month period and provided further that the Company shall not be required to state the specific nature of the corporate development giving rise to its decision to defer such filing. If the Company shall so postpone the filing of a registration statement and if the Requesting Holders, within thirty (30) days after receipt of a notice of postponement from the Company, advise the Company in writing that they have determined to withdraw such request for registration, then such Demand Registration shall be deemed to be withdrawn and such request shall be deemed not to have been exercised for purposes of determining whether such Shareholders have exercised their right to one of the two Demand Registrations permitted to such Shareholder pursuant to this Section 8.1.

8.2 Prospectus Form.

Demand Registrations under Section 8.1 shall be on such appropriate registration form of the SEC:

(a) as shall be selected by the Company and as shall be reasonably acceptable to the Requesting Holders participating in the registration; and

(b) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Requesting Holders’ request for such registration.

8.3 Effective Registration.

The Company shall be deemed to have effected a Demand Registration:

(a) if the U.S. Prospectus relating to such Demand Registration is declared effective by the SEC and remains effective for one hundred twenty (120) days thereafter (or such shorter period ending when all Shares covered by such U.S. Prospectus have been sold or withdrawn); or

(b) at any time after the Requesting Holders request a Demand Registration and prior to the effectiveness of the U.S. Prospectus, the registration or distribution is discontinued or such U.S. Prospectus is withdrawn or abandoned by the Requesting Holders,

in each case after the filing of the U.S. Prospectus with the SEC, at the request of the Requesting Holders; provided, however, that if at the time of such withdrawal, the Requesting Holders have learned of (i) an adverse material change in the condition, business or prospects of the Company from that known to the Requesting Holders at the time of their request, or (ii) a material breach by the Company of securities laws, regulations or rules and have withdrawn the request for a Demand Registration with reasonable promptness following disclosure by the Company of such adverse material change or the Requesting Holders becoming aware of such material breach, then the Requesting Holders shall retain their rights pursuant to Section 8.1 and such withdrawn registration shall not be deemed to be the exercise of their right to a Demand Registration pursuant to Section 8.1. Notwithstanding any of the foregoing, in the event that the Demand Registration(s) requested by a Shareholder do not result in the consummation of any sale of Shares, but are deemed to have been “effected” pursuant to the terms of this Section 8.3, such Shareholder shall, if it pays a pro-rata portion of the costs and expenses relating thereto, be entitled to one additional Demand Registration after a Qualified Initial Public Offering that results in the consummation of the sale of Shares by such Shareholder.

8.4 Piggy-Back Registration Rights.

Each time that the Company proposes to register any Shares under the Act on a form which would permit registration of Registrable Securities for sale to the public, the Company will give notice to all holders of Registrable Securities of its intention to do so, and such notice shall indicate the type and amount of securities proposed to be so registered, the proposed means of distribution of such securities and the proposed managing underwriters of such offering, if any. Any such holder may, by written response delivered to the Company within twenty (20) days after the date of delivery of such notice, request that all or a specified part of the Registrable Securities held by such holder be included in such registration. The Company thereupon will cause to be included in such registration under the Act all Shares which the Company has been so requested to register by such holders, subject to Section 8.7, to the extent required to permit the disposition (in accordance with the methods to be used by the Company or other holders of Shares in such underwritten Public Offering) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 8.4 shall relieve the Company of any of its obligations to effect registrations of Registrable Securities pursuant to Section 8.1.

8.5 Exclusions from Piggy-Back Registration Rights.

The Company shall not be obligated to effect any registration of Registrable Securities under Section 8.4 incidental to the registration of any of its securities in connection with:

(a) any offering relating to only employee benefit plans or dividend reinvestment plans; or

(b) any offering on Form S-4 relating to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other Person.

8.6 Additional Procedures Relating to Piggyback Registration Rights.

Holders of Shares participating in any Public Offering pursuant to Section 8.4 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Shares in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling holders in connection therewith and being liable in respect of the representations and warranties customarily given by Shareholders with respect to name, address and number and ownership of Shares for the benefit of the underwriters; provided, however, that with respect to representations, warranties, indemnities and agreements of a seller of Shares in a Public Offering (which shall be limited to and shall concern only such seller’s own holdings), the aggregate amount of liability shall not exceed such seller’s net proceeds from such offering.

8.7 Priority on Registrations.

If, in connection with: (i) a Demand Registration pursuant to Section 8.1 that involves an underwritten Public Offering; or (ii) the exercise of any piggyback registration rights pursuant to Section 8.4 in respect of any proposed Public Offering, the managing underwriter or underwriters of such proposed Public Offering advises the Company that in its opinion the number of securities requested to be included in such Demand Registration or as a result of the exercise of such piggyback registration rights, as the case may be, would be reasonably likely to adversely affect the price, timing or distribution of the securities offered, then the Company will include in such registration:

(a) first, the number of Shares that, in the opinion of such managing underwriter or underwriters can be sold in the offering without an adverse effect on the price, timing or distribution of the securities offered, selected pro rata among the holders of Shares based upon their relative proportionate total holdings of Shares; and

(b) second, the number of Shares which the Company has requested be included in such registration, which, in the opinion of the managing underwriter or underwriters, can be sold without such adverse effect referred to above.

If as a result of the priority provisions set forth in Section 8.7(a), the number of Registrable Securities registered pursuant to Section 8.7(a) is less than 70% of the number of Registrable Securities set forth in the requests made by a Requesting Holder under Section 8.1 and such Requesting Holder shall have already requested registration under Section 8.1 on two occasions, then such Requesting Holder shall have the right to make one additional occasion to request registration under Section 8.1.

8.8 Selection of Underwriters.

If any offering pursuant to a Demand Registration involves an underwritten Public Offering, the Requesting Holder(s) participating in such Demand Registration shall have the right, subject to the consent of the Company (which consent shall not be unreasonably withheld), to select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be a firm of nationally recognized standing.

8.9 Holdback.

(a) In the case of an underwritten offering of securities by the Company, each Shareholder agrees, if and to the extent requested by the managing underwriter of such underwritten offering, that it shall not during the period beginning on, and ending not later than one hundred and eighty (180) days in the case of a Qualified Initial Public Offering or ninety (90) days otherwise (in each case subject to one extension of no more than 17 days if required by the underwriters) (or such shorter period as may be permitted by such managing underwriter) after, the effective date of the registration statement filed in connection with such registration (the “ Holdback Period ”), except for Registrable Securities included in such registration, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise Transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares held immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares or other securities, in cash or otherwise. No Shareholder subject to this Section 8.9 shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to or contemplated by this Section 8.9 unless all Shareholders are also released from their obligations under Section 8.9. In the event of any such release the Company shall notify the Shareholders of any such release within three (3) business days after such release. If requested by the managing underwriter, each Shareholder shall enter, and shall use commercially reasonable efforts to ensure that each Affiliate of such Shareholder holding Registrable Securities enters, into a lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence.

(b) In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Shareholder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period.

(c) With respect to any underwritten offering of securities of the Company subsequent to May 13, 2014, this Section 8.9 shall apply only to Registrable Securities and holders thereof and all references to “Shareholders”

shall be read as references to “holders of Registrable Securities” and all references to “Shares” shall be read as a reference to “Registrable Securities”.

8.10 Obligations of the Company.

Whenever required under this Article 8 to effect the registration or qualification by prospectus of any Registrable Securities, the Company shall use its best efforts to:

(a) prepare and file with the SEC a U.S. Prospectus with respect to such Registrable Securities and cause such registration statement to become effective, and, upon the request of the holders of a majority of the Registrable Securities registered thereunder, keep such U.S. Prospectus effective for a period of up to one hundred and twenty (120) days or until the distribution contemplated in the U.S. Prospectus has been completed, whichever period is shorter; provided, however , that such 120-day period shall be extended for a period of time equal to the period the Requesting Holder refrains from selling any securities included in such registration at the request of an underwriter of the Company;

(b) prepare and file with the SEC such amendments and supplements to such U.S. Prospectus as may be necessary to comply with the provisions of the Act and other applicable securities laws, rules and policies with respect to the disposition of all securities covered by such U.S. Prospectus;

(c) notify the participating holder promptly of (i) the time when such U.S. Prospectus has become effective or an amendment or supplement to any U.S. Prospectus has been filed; and (ii) the issuance of any stop order by the SEC suspending the effectiveness of such U.S. Prospectus with respect to the distribution of securities under such U.S. Prospectus or the initiation or threatening of any proceedings for that purpose;

(d) furnish to the holders participating in such registration such number of copies of a U.S. Prospectus, including a preliminary prospectus, in conformity with the requirements of the Act and other applicable securities laws, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities in such registration;

(e) register and qualify the securities covered by such U.S. Prospectus under the securities or “blue sky” laws of such jurisdictions as the holders participating in such registration, or in the case of an underwritten Public Offering, the managing underwriter, reasonably shall request; provided, however , that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(f) in the event of any underwritten Public Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering and make such

representations and warranties and provide such indemnities with respect to the registration statement, post-effective amendment or supplement thereto, prospectus or any amendment or supplement thereto, and documents incorporated by reference, if any, to the managing underwriters of the Registrable Securities, in form, substance and scope as are customarily made in connection with offerings of Registrable Securities in transactions of such kind;

(g) notify each holder of Registrable Securities covered by such U.S. Prospectus at any time when it is required to be delivered under the Act and other applicable securities laws, rules and policies of the happening of any event as a result of which the U.S. Prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing (and in any such event, suspend sales under such prospectus until the Company files the necessary amendment or supplements thereto);

(h) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or authorized for quotation on each automated quotation system on which similar securities issued by the Company are then listed or authorized for quotation;

(i) provide a transfer agent or registrar for all Registrable Securities registered pursuant hereunder and a CUSIP/ISIN number for all such Registrable Securities, in each case not later than the effective date of such registration;

(j) furnish, at the request of any holder requesting registration of Registrable Securities pursuant to this Article 8, if such securities are being sold through underwriters, (i) an opinion, and updates thereto, of the counsel representing the Company for the purposes of such registration, in substantially the form as is customarily given to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holders requesting registration of Registrable Securities, and (ii) a letter, and updates thereto, from the independent certified public or chartered accountants to underwriters in such offering, addressed to the underwriters, if any, and to the holders requesting registration of Registrable Securities; provided in any such case, the Company is required to provide such opinion or letter, as the case may be, to the underwriters in such offering;

(k) take all such other actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities to be sold; and

(l) comply with all applicable rules and regulations of the SEC, and generally make available to holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the registration statement, which earnings statement will satisfy the

provisions of Section 11(a) of the Act and may be prepared in accordance with Rule 158 under the Act.

8.11 Indemnification by the Company.

8.11.1 In the event any Registrable Securities are included in a registration statement pursuant to this Agreement, the Company shall indemnify and hold harmless each Shareholder, its Affiliates, employees, officers, directors, agents and constituent partners (within the meaning of the Act and the Exchange Act) against all losses, claims, damages, liabilities (joint or several) and expenses (or actions in respect thereof) in connection with any sale of Registrable Securities pursuant to a registration statement arising out of or based upon (i) any violation or alleged violation of the Act or any rule by the Company or any of its Affiliates, employees, officers, directors or agents or (ii) any untrue or alleged untrue statement of a material fact contained in any registration statement or preliminary or final prospectus relating to the registration of such Registrable Securities or any amendment or supplement thereto or any document incorporated by reference therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except insofar as the same are contained in any information furnished in writing to the Company by or on behalf of such Shareholder or other indemnified Person expressly for use therein (such information being provided in a Shareholder’s capacity as a Shareholder and not as an employee of the Company) or are caused by such Shareholder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Shareholder with a sufficient number of copies of same. The Company will pay, indemnify, hold harmless and reimburse each Shareholder and its Affiliates, employees, officers, directors, agents and constituent partners for any reasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions for which such Person is entitled to indemnification hereunder.

8.11.2 If any matter or thing contemplated in Section 8.11.1 (any such matter or thing being hereinafter referred to as a “ Claim ”) is asserted against the Company or if any potential Claim contemplated hereby comes to the knowledge of the indemnified Person, the Shareholder or such other indemnified Person shall notify the Company as soon as possible of the nature of such Claim (provided that any failure to so notify shall not affect the Company’s liability hereunder except to the extent that the Company is actually prejudiced thereby) and the Company shall, subject as hereinafter provided, be entitled (but not required) at its expense to assume the defence of any suit brought to enforce such Claim and shall be conducted through legal counsel of its choice; provided, however that no admission of liability or settlement of any such Claim may be made by the Company or the Shareholder or other indemnified Person without, in each case, the prior written consent of all such parties.

8.11.3 In respect of any Claim, the Shareholder or other indemnified Person shall have the right to retain separate or additional counsel to act on his, her or its behalf and participate in the defence thereof, provided that the fees and disbursements of such

counsel shall be paid by the indemnified Person unless: (i) the Company fails to assume the defence of the Claim on behalf of the indemnified Person within seven business days after the Company has received notice of the Claim; (ii) the Company and the Shareholder or other indemnified Person shall have mutually agreed to the retention of the other counsel; or (iii) the indemnified Person shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (in which case the Company shall not have the right to assume that defence of the Claim but shall be liable to pay the reasonable fees and expenses of counsel for the indemnified Person as contemplated in Section 8.11.1 above).


9.	INFORMATION RIGHTS.

9.1 Historical Financial Information.

9.1.2 Until such time as the Company has a registration statement declared effective under the 1933 Act or becomes a reporting company under the Exchange Act, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent registered accountants and its interim consolidated financial statements reviewed by a nationally recognized firm of independent registered accountants in accordance with Statement on Auditing Standards No. 116 issued by the American Institute of Certified Public Accountants (or any similar replacement standard) The Company will post to its website or otherwise make publicly available to each Shareholder:

(c) (i) all annual and quarterly financial information that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (ii) for so long as the Company is obligated to prepare and disclose the same pursuant to that certain indenture dated as of April 15, 2011, governing the Company’s 8.250% senior notes due 2021 (as may be amended, the “Indenture”), and in the same manner, as defined in, and to the same extent of such requirements of the Indenture, with respect to the annual and quarterly information, a presentation of Adjusted Net Income, EBITDA and Adjusted EBITDA of the Company; and (iii) with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accounting firm; provided, however, that the Company will not be required to comply with Section 302 or Section 404 of the Sarbanes Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC nor Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein). The Company intends and hereby undertakes that for a period of two (2) years following the date hereof, and thereafter as determined by the Board as to whether it is in the best interests of the Company to continue to do so, the Company shall keep in place a financial controllership and SOX compliance regime substantially similar to that existing and in place prior to the Confirmation Date and which

controllership and regime shall be in a form and manner substantially consistent with what would be required if the Company were a reporting issuer under the Exchange Act, including compliance with the requirements of SOX (for purposes of this Section 9.1 the Exchange Act and SOX together, the “ Acts ”); provided , however, that with respect to any new requirements that are implemented under SOX after the date hereof, the Company shall only be required to use commercially reasonable efforts as it relates to the foregoing obligation. Notwithstanding the foregoing, the Company shall not, solely by reason of the foregoing, actually be subject to such Acts or to legal liability solely arising from or relating to actual or alleged non-compliance with such Acts, nor be obligated or required to submit filings that would otherwise be due under the Acts, including for example SOX 404, 302 or 906 reports.

(d) At the request of any Shareholder, such information as shall be necessary or appropriate to (i) determine whether the Company or any of its Subsidiaries is a “passive foreign investment company”, a “controlled foreign corporation” or a corporation having a similar status under the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), (ii) enable such Shareholder (or any of its direct or indirect owners) to comply with its tax reporting obligations in connection with its investment in the Company in a timely manner and (iii) determine the tax consequences of the ownership of its interests in the Company, the receipt of any distributions from the Company, and the disposition of its interests in the Company, including, without limitation, providing the Shareholder with a calculation of the amount of earnings and profits (as determined in accordance with applicable income tax principles) of the Company for all relevant periods. At the request of any Shareholder, the Company shall make, and shall cooperate with such Shareholder in making or permitting such Shareholder to make, any election permitted under the Code or other applicable tax statute that does not have an adverse effect upon any of the Company, its Affiliates or any other Shareholder, including without limitation the making by the Company of a timely and valid election under Section 338(g) of the Code.

(e) within ten business days following the occurrence of any of the events set forth in Form 8-K, all current reports that would be required to be filed with the SEC on Form 8-K pursuant to Items 1.03, 2.01, 2.03, 2.04, 2.06, 4.01, 4.02, 5.01, 5.02 and 5.03 and successors to the foregoing items if the Company were required to file such reports.

9.1.3 Until such time as the Company has a registration statement declared effective under the 1933 Act or becomes a reporting company under the Exchange Act, the Company shall hold, record and make available for replay for a reasonable time period a teleconference with the Shareholders once during each fiscal quarter commencing with respect to the first fiscal quarter of 2012. The Company will post to its website or otherwise make publicly available to its Shareholders, at least five Business Days prior to the date of any teleconference required to be held in accordance with this paragraph, notice of the time and date of such teleconference and including all information necessary to access such teleconference or directing Shareholders to contact

the appropriate person at the Company to obtain such information. For greater certainty, the Company shall be entitled to hold one teleconference for purposes of satisfying the foregoing obligations as well as any obligations owed to noteholders pursuant to the Indenture or similar agreement.

9.1.4 All such annual reports shall be furnished within 120 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 60 days after the end of the fiscal quarter to which they relate. The requirements set forth in Section 9.1.1(a) and (c) may be satisfied by posting copies of such information on a public website.

9.1.5 Shareholders acknowledge and agree that notwithstanding Section 5.1 of the Shareholders Agreement, the sole remedy available to any Shareholder for a breach by the Company of the foregoing disclosure obligations set forth above in this Section 9.1.1 shall be a right to seek specific performance in respect of such obligation. The foregoing remedy shall only be permitted to be exercised if the Company fails to comply with the disclosure obligation within 5 business days after a request to so by such Shareholder.


10.	MISCELLANEOUS .

10.1 Authority; Effect.

Each party hereto represents and warrants and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association.

10.2 Notices.

Any notices and other communications required or permitted in this Agreement to be sent to the Company shall be effective if in writing and (a) delivered personally, (b) sent by facsimile, or (c) sent by overnight courier, in each case, addressed as follows:

If to the Company to it:

c/o Masonite International Corporation
(formerly, Masonite Worldwide Holdings Inc.)
1820 Matheson Blvd. B4
Mississauga, Ontario L4W 0B3

Attn : General Counsel
Fax : (905) 670-6520

and to

c/o Masonite International Corporation
(formerly, Masonite Worldwide Holdings Inc.)
One Tampa City Center,
201 N. Franklin, Suite 300,
Tampa, Florida 33602
Attn: General Counsel
Fax : (813) 769-0997

with a copy (which shall not constitute notice) to:

(i) Kirkland and Ellis LLP

Citigroup Center
153 East 53rd Street
New York, NY 10022

Facsimile No.: (212) 446-6460

Attention: Joshua N. Korff

(ii) Goodmans LLP

Bay Adelaide Centre

333 Bay Street, Suite 3400

Toronto, Ontario M5H 2S7
Facsimile No.: (416) 979-1234

Attention: Celia Rhea

Any notices and other communications required or permitted in this Agreement to be sent to any Shareholder shall be effective if in writing and a copy thereto is furnished to The Depositary Trust Company, or if applicable, a successor entity to the Despositary Trust Company that is a member of the U.S. Federal Reserve System and a registered clearing agency with the Securities and Exchange Commission (“DTC”) and/or The Canadian Depository for Securities Limited and its corporate group (including CDS Clearing and Depository Services Inc.), or, if applicable, a successor entity to The Canadian Depository for Securities Limited (“CDS”), as applicable, for posting of such notification through the electronic system of DTC and/or CDS, as applicable, for the purpose of communicating with Shareholders. Notice to the holder of record of any Shares shall be deemed to be notice to the holder of such Shares for all purposes hereof. Notwithstanding the foregoing, for purposes of Section 9.1.1 only, the delivery of the information required to be delivered to Shareholders thereunder shall be made to such Shareholders at the address or telecopy number provided thereby in the confidentiality agreement referred to in such Section, or may also be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Company and notified to such Shareholders, provided that the delivery by electronic communication shall not apply to any Shareholder if such Shareholder has notified the Company that it is incapable of receiving information under such Section by electronic communication.

Unless otherwise specified herein, such notices or other communications shall be deemed effective and delivered (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile on a business day, or if not delivered on a business day, on the first business day thereafter and (z) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

10.3 Binding Effect, Etc.

This Agreement, together with the Articles, constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein or in the Articles, no Shareholder party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the Company and any attempted assignment or delegation in violation of the foregoing shall be null and void.

10.4 Descriptive Headings.

The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

10.5 Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

10.6 Severability.

In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect or cause the Company or any Subsidiary thereof to be in violation of applicable law or subject to risk of material loss or damage, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law and to avoid such risk to the Company or any Subsidiary as applicable; provided , however , that the parties hereto will negotiate in good faith to amend, modify or supplement the provisions hereto as is appropriate to permit the parties hereto the benefit of such invalid, unlawful or unenforceable provisions, to the extent permitted by applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

10.7 No Recourse.

Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, shareholder, general or limited partner, member, manager or trustee of any Shareholder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, shareholder, general or limited partner, member, manager or trustee of any Shareholder or of any Affiliate or assignee thereof, as such, for any obligation of any Shareholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

10.8 Aggregation of Shares.

All Shares held by a Shareholder and its Affiliates and Affiliated Funds shall be aggregated together for purposes of determining the availability of any rights or incurrence of any obligations under this Agreement.

10.9 Confidentiality; Opportunities.

Each Shareholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Company and its Subsidiaries, any confidential information obtained from the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 10.9 by such Shareholder or its Affiliates), (b) is or has been independently developed or conceived by such Shareholder without use of the Company’s or its Subsidiaries’ confidential information or (c) is or has been made known or disclosed to such Shareholder by a third party (other than an Affiliate of such Shareholder) without a breach of any obligation of confidentiality such third party may have to the Company that is known to such Shareholder; provided , however, that a Shareholder may disclose confidential information (v) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (w) to any prospective purchaser of any Shares from such Shareholder as long as such prospective purchaser agrees to be bound by the provisions of this Section 10.9 as if such prospective purchaser was a Shareholder, (x) to any Affiliate, partner, member or related investment fund of such Shareholder and their respective directors, employees and consultants, in each case in the ordinary course of business, (y) as may be reasonably determined by such Shareholder to be necessary in connection with such Shareholder’s enforcement of its rights in connection with this Agreement or its investment in the Company and its Subsidiaries or (z) as may otherwise be required by law or legal, judicial or regulatory process, provided that such Shareholder takes reasonable steps to minimize the extent of any required disclosure described in this clause (z); and provided , further, that the acts

and omissions of any Person to whom such Shareholder may disclose confidential information pursuant to clauses (v) and (x) of the preceding proviso shall be attributable to such Shareholder for purposes of determining such Shareholder’s compliance with this Section 10.9. Each of the parties hereto acknowledge that the Shareholders or any of their Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including an enterprise which may have products or services which compete directly or indirectly with those of the Company or its Subsidiaries, and may trade in the securities of such enterprise. Nothing in this Section 10.9 shall preclude or in any way restrict the Shareholders or their Affiliates or related investment funds from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company.

Notwithstanding any other provision in this Agreement, nothing in this Agreement shall prohibit or restrict any Shareholder or its Affiliates, except for any Shareholder who is an employee of the Company or its Subsidiaries, from engaging in trading, asset management, (including proprietary trading and hedge fund and similar activities), financial advisory, lending or other applicable financial services activities in the ordinary course of their businesses on an arm's length basis.

10.10 Lenders.

For greater certainty, to the extent a Shareholder or any of its Affiliates, is also a lender or other creditor to the Company or any of its Subsidiaries the rights and obligations of such Shareholder or Affiliate in its capacity as a lender or other creditor shall be determined solely in accordance with the applicable loan or other credit documentation.


11.	GOVERNING LAW.

11.1 Governing Law.

This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the Province of British Columbia without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

11.2 Consent to Jurisdiction.

Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the courts sitting in the Province of British Columbia for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries and/or Affiliates to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or

that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by the laws of the Province of British Columbia, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.2 hereof is reasonably calculated to give actual notice.

11.3 Waiver Of Jury Trial.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED AND SUBJECT TO EQUITABLE PRINCIPLES, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 11.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

11.4 Exercise of Rights and Remedies.

No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.


12.	DEFINITIONS.

For purposes of this Agreement:

12.1 Certain Matters of Construction.

In addition to the definitions referred to or set forth below in this Section 12:

(c) The words “ hereof ”, “ herein ”, “ hereunder ” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(d) The word “ including ” shall mean including, without limitation;

(e) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(f) The masculine, feminine and neuter genders shall each include the others.

12.2 Definitions.

The following terms shall have the following meanings:

“ Act ” means the U.S. Securities Act of 1933 , as amended and the rules and regulations promulgated thereunder, as amended from time to time.

“ Affiliate ” means, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person; provided , however , that neither the Company nor any of its Subsidiaries shall be deemed an Affiliate of any of the Shareholders (and vice versa), (b) if such specified Person is a private equity investment fund, any other private equity investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any Family Member of such natural Person.

“ Affiliated Fund ” shall mean, with respect to any specified Person, a private equity investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Amendment ” shall have the meaning set forth in Section 7.2.

“ Applicable Canadian Securities Laws ” means the securities legislation of each of the provinces and territories of Canada, as amended from time to time, and the rules, regulations, blanket orders, rulings and orders having application to the Company and forms made or

promulgated under that legislation and the policies, instruments, bulletins and notices of one or more of the Canadian Securities Authorities.

“ Bankruptcy Code ” has the meaning set forth in the Preamble.

“ BCA ” means the Business Corporations Act (British Columbia), as the same may be amended from time to time.

“ Board ” means the board of directors of the Company.

“ Business ” means the business of the Company and its Subsidiaries conducted at any given time or which the Board has authorized the Company to develop or pursue (by acquisition or otherwise), which currently consists of the global manufacturing of residential and commercial doors.

“ business day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the city of Toronto, Montreal or New York.

“ Canadian Securities Authorities ” means the British Columbia Securities Commission, the Alberta Securities Commission, the Saskatchewan Financial Services Commission, the Manitoba Securities Commission, the Ontario Securities Commission, Autorité des marchés financiers, the New Brunswick Securities Commission, the Nova Scotia Securities Commission, Superintendent of Securities (Prince Edward Island), the Securities Commission of Newfoundland and Labrador, Securities Registry, Government of the Northwest Territories, Registrar of Securities, Government of Yukon Territory, Registrar of Securities, Nunavut, and any of their successors.

“ Code ” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation or other guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

“ Company ” shall have the meaning set forth in the Preamble.

“ Confirmation Date ” has the meaning ascribed thereto in Section 8.1.1.

“ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Convertible Securities ” means any evidence of indebtedness, shares, options, Warrants or other securities which are directly or indirectly convertible into or exchangeable or exercisable for Shares and issued by the Company pursuant to or as contemplated under the Plan or pursuant to the Company’s Incentive Plan or other employee incentive plans.

“ Demand Notice ” shall have the meaning ascribed thereto in Section 8.1.

“ Demand Registrations ” means a registration or distribution pursuant to Section 8.

“ Employee ” shall mean (subject to applicable securities laws) an employee of the Company or an Affiliate, or any officer or consultant of the Company or an Affiliate of the Company.

“Equivalent Shares ” means, at any date of determination, (a) as to any outstanding Shares, such number of Shares and (b) as to any outstanding Convertible Securities, SARs or RSUs which constitute Shares for the purposes herein, the maximum number of Shares for which or into which such Convertible Securities, SARs or RSUs may at the time be exercised, converted, exchanged or with respect to which the Participant is entitled to receive (or for which such Convertible Securities, SARs or RSUs will become exercisable, convertible, exchangeable or with respect to which Shares shall be delivered on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934 , as amended and the rules and regulations promulgated thereunder, as amended from time to time.

“ Family Member ” means, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased and (d) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (c) above.

“ group ” means, with respect to a group of Persons, a “group” within the meaning of Section 13(d)(3) of the Exchange Act;

“ Holdback Period ” shall have the meaning ascribed thereto in Section 8.9.

“ Incentive Plan ” shall have the meaning ascribed thereto in the Preamble.

“ Management Shareholder ” means any current or former Employee of the Company or its direct or indirect Subsidiaries (and any direct or indirect transferee of such current or former Employee) who holds awards settled in Shares issued under any incentive plan of the Company or its direct or indirect Subsidiaries (including the Incentive Plan) or Shares issued pursuant to such awards.

“ Participant ” means a (i) Shareholder that at the time such Shareholder subscribed for or acquired Shares, was a participant in the Incentive Plan or (ii) Person that becomes party to this Agreement who is a Participant under the Incentive Plan and such Person’s Permitted Transferees.

“ Permitted Transferee ” means, in respect of (a) any Shareholder that is an entity, (i) any Affiliate of such Shareholder or (ii) any successor entity or with respect to a Shareholder organized as a trust, any successor trustee or co-trustee of such trust, (b) any Shareholder who is

a natural person, (i) upon the death of such natural person, such person’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such holder or by applicable laws of descent and distribution and (ii) any Person acquiring such Shares pursuant to a qualified domestic relations order; in each case described in clauses (a) and (b).

“ Person ” means any individual, partnership, corporation with or without share capital, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“ Public Offering ” means an offering of Shares to the public in the United States by means of a U.S. Prospectus, where the securities are thereafter listed for trading on the New York Stock Exchange or on any other nationally recognized stock exchange or active over-the-counter market in North America acceptable to the Board.

“ Qualified Initial Public Offering ” means the completion of an underwritten Public Offering representing at least 10% of the Fully Diluted Eligible Shares (as such term is defined in the Articles), other than registrations on Form S-4 (business combinations) or Form S-8 (employee benefit plans).

“ Registrable Securities ” means all Shares held or acquired by a Shareholder (as well as any security exchanged therefor or into which such Shares shall have been converted), including, for greater certainty, any Shares or Special Shares of the Company acquired by a Shareholder pursuant to the pre-emptive rights afforded to such Shareholder pursuant to Article 22.26 of the Articles, provided however, that any Registrable Securities shall cease to be Registrable Securities when: (a) a receipt has been issued for a U.S. Prospectus and such Registrable Securities have been distributed pursuant to the plan of distribution set forth in such U.S. Prospectus; or (b) the Company shall have become a reporting issuer (as such term is defined in the Act) and such Registrable Securities are freely transferable and are not subject to any regulatory or other escrow requirement; and provided that any securities that have ceased to be Registrable Securities cannot thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities is not a Registrable Security.

“ Requesting Holder ” shall have the meaning attributed thereto in Section 8.1.

“ sale ” means a Transfer for value and the terms “ sell ” and “ sold ” shall have correlative meanings.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Shareholders ” shall have the meaning set forth in the Preamble.

“ Shares ” shall have the meaning set forth in the Preamble and for greater certainty includes any common shares of the Company issued by the Company upon the exercise, conversion or exchange of any Convertible Securities, all Convertible Securities (treating such Convertible Securities as a number of Shares equal to the number of Equivalent Shares

represented by such Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein) or common shares of the Company acquired upon the exercise or vesting of a SAR or RSU.

“ SOX ” means the Sarbanes-Oxley Act of 2002, as it may be amended from time to time.

“ Subsidiary ” of any Person, means any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture or other legal entity.

“ Transfer ” means any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares (or any voting or economic interest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process, beneficially, or otherwise. For the avoidance of doubt, subject to the restrictions contained or referenced in Article 4 of this Agreement, “ Transfer ” includes: (a) in the case of a transferee that is not an individual, trust or an estate, the loss of control of the transferee by the transferor or an Affiliate transferor; and (b) a transfer of the equity interests of a holder of Shares which was formed for the purpose of holding Shares other than (i) a Permitted Transferee of such holder of Shares, or (ii) to the holder of the equity interest in such holder of Shares.

“ Warrants ” means warrants issued by the Company pursuant to the Plan which are convertible into or exchangeable or exercisable for Shares.

“ U.S. Prospectus ” means the prospectus included in any registration statement under the Act, as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, Canadian wrappers (to the extent determined necessary and/or desirable by the Board) and all materials incorporated by reference therein.

[Signature pages follow]

Second Amended and Restated Shareholders Agreement
(Reflecting all amendments up to and including May 14, 2014)

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.



THE COMPANY		MASONITE INTERNATIONAL CORPORATION/CORPORATION INTERNATIONALE MASONITE
	By:		/s/ Robert E. Lewis
	Name:		Robert E. Lewis
	Title:		SVP General Counsel & Corp Secretary

Exhibit 10.1

APPROVAL OF THE 2014 EMPLOYEE STOCK PURCHASE PLAN

(PROPOSAL 7)

Our Shareholders are being asked to approve the adoption of the Masonite International Corporation 2014 Employee Stock Purchase Plan (the "Purchase Plan"), which would have available 750,000 of our Common Shares in respect of which options may be granted under the Purchase Plan. On February 24, 2014, our Board of Directors unanimously approved the adoption of the Purchase Plan, subject to Shareholder approval at the Meeting.

The purpose of the Purchase Plan is to secure for the Company and its Shareholders, through the purchase of shares of Common Shares by eligible employees, the benefits of the additional incentive inherent in the ownership of our Common Shares by our eligible employees, who are important to us, and to help us secure and retain the services of such eligible employees. We intend to use the additional shares authorized for future offerings under the Purchase Plan.

A copy of the Purchase Plan is attached hereto as Appendix "E" to this Proxy Statement. The following summary of the material features of the Purchase Plan is qualified in its entirety by reference to the complete text of the Purchase Plan.

Summary of the Purchase Plan

Administration

The Purchase Plan is administered by Benefits Advisory Committee ("Administration Committee"). The Administration Committee serves at the discretion of our Board of Directors. The Administration Committee members do not receive any compensation from the assets of the Purchase Plan. The Administration Committee has full authority to make, administer and interpret such rules and regulations regarding administration of the Purchase Plan as it may deem advisable and such decisions are final and binding. Rules, regulations and other matters relating to the Purchase Plan may be prescribed by our board of directors.

Eligible Employees

Under the Purchase Plan, eligible employees of the Company and its subsidiaries may be given the opportunity to purchase our Common Shares through installment payments to be deducted from the eligible employee’s salary. Eligible employees include all U.S.-based employees of the Company and each of its "Designated Subsidiaries" whose customary employment is 20 or more hours per week. "Designated Subsidiaries" include all of our U.S. subsidiaries, except any subsidiaries that our Board of Directors or the Administration Committee have determined ineligible to participate in the Purchase Plan. In no event will an employee who owns 5% or more of the total combined voting power or value of all classes of our capital stock be eligible to participate in the Purchase Plan, and no Participant may purchase Common Shares that, following the purchase (and including all options held by such Participant), would cause him or her to own 5% or more of the total combined voting power or value of all classes of our Common Shares.

Offering Periods and Purchase Price

Offering periods under the Purchase Plan are six months long and run from February 1 to July 31 each year and from August 1 to the following January 31 each year. The Administration Committee may determine a different starting date or duration for an offering period. Eligible employees who participate elect to purchase Common Shares at a purchase price equal to the lower of 85% of (A) the closing price per Common Share on the final day of the applicable offering period or (B) the closing price per Common Share on the first day of the applicable offering period. If our Common Shares are not traded on the final day of an offering period, the immediately preceding trading day will be used. Eligible employees participate by authorizing payroll deductions before the beginning of an offering period.

Participants may not acquire rights to purchase Common Shares under all employee stock purchase plans of the Company which accrue at a rate that exceeds $25,000 of the fair market value of such Common Shares, determined at the time such option is granted, for each calendar year in which such option is outstanding and exercisable at any time. No participant will be granted an option to the extent that, following the grant, the participant would own capital stock of the Company or any parent or subsidiary and/or hold options to purchase such stock possessing 5% of the total combined voting power or value of all classes of the capital stock of the Company or any parent or subsidiary.

Cancellation of Election to Purchase

Absent an extreme hardship, a Participant may not cancel his or her participation entirely or change his or her contributions to any offering during an offering period. An election to purchase is deemed to be canceled in the event an employee dies, resigns, becomes permanently disabled or is dismissed, and no further amounts will be collected on behalf of such employee. In any of these cases, the Participant is entitled to receive a refund of funds collected on his or her behalf plus any interest credited in respect of such amount.

Retirement, Disability or Death

A Participant who retires or becomes permanently disabled prior to the end of an offering period will receive a full refund of the contributions made to the Participant’s account up to the date of retirement. If a Participant dies prior to the end of an offering period, the Participant’s estate will receive a full refund of his or her contributions made to the Participant’s account up to the date of death.

Merger or Change of Control

In the event of a merger or change in control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute for the option, the offering period for that option will be shortened by setting a new exercise date on which such offering period will end.

Adjustments to Shares

In the event that any dividend or other distribution (whether in the form of cash, common shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of common shares or other securities of the Company, or other change in the corporate structure of the Company affecting the common shares occurs, the Administrative Committee, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of common shares that may be delivered under the Plan, the purchase price per share and the number of common shares covered by each option under the Plan that has not yet been exercised, and the share limits of the plan.

Rights as Shareholder

A Participant will have no rights as a Shareholder with respect to shares under election to purchase in any offering until our common shares have been issued to the Participant.

Rights Not Transferable

A Participant’s rights under the Purchase Plan are exercisable only by the Participant and may not be sold, transferred, pledged, or assigned in any manner other than by will or the laws of descent and distribution.

Amendment or Termination

The Administrative Committee, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrative Committee, in its discretion, may elect to terminate all outstanding offering periods either immediately or upon completion of the purchase of common shares on the next exercise date (which may be sooner than originally scheduled, if determined by the Administrative Committee in its discretion), or may elect to permit offering periods to expire in accordance with their terms (and subject to any adjustment).

Term

The Purchase Plan will continue for twenty years, unless earlier terminated by our board of directors.

Federal Income Tax Consequences Relating to the Purchase Plan

The Purchase Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code. The Purchase Plan is not qualified under Section 401(a) of the Internal Revenue Code.

If a Participant does not dispose of Common Shares transferred to him or her under the Purchase Plan within two years after the right to purchase the shares is granted and within twelve months after his or her purchase of such shares, the Participant will not realize taxable income upon the purchase of the shares, and any gain or loss subsequently realized by him or her will be treated as a long-term capital gain or loss, as the case may be, except that upon a disposition of the shares purchased, or in the event of the Participant’s death (whenever occurring) while owning such shares, the Participant will be taxed on an amount of ordinary income equal to the lesser of (i) the excess, if any, of the fair market value of the shares on the first day of the offering period over the purchase price or (ii) the excess, if any, of the fair market value of such shares at the time the shares were disposed of, or at the time of death, as the case may be, over the purchase price. The basis of such shares will be increased by an amount equal to the amount taxable as ordinary income, and any further gain or loss on such a disposition would be taxable as a long-term capital gain or loss. We will not be entitled to a deduction for federal income tax purposes with respect to the offer of such shares, the sale of such shares upon the completion of the offering period, or the subsequent disposition of shares purchased.

If the shares issued under the Purchase Plan are disposed of prior to the expiration of the required holding periods described above, the Participant will realize ordinary income in the year in which the disqualifying disposition occurs, the amount of which will generally be the excess of the fair market value of such Common Shares at the time of purchase over the purchase price. Such amount will ordinarily be deductible by us for federal income tax purposes in the same year. In addition, the excess, if any, of the amount realized on a disqualifying disposition over the fair market value of the shares on the date of purchase will be treated as a long-term or short-term capital gain. If the amount received upon disposition is less than such fair market value, the difference will be treated as long-term or short-term capital loss.

The foregoing is a general summary of the material U.S. federal income tax consequences of the Purchase Plan and is intended to reflect the current provisions of the Internal Revenue Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant. The foregoing is not to be considered as tax advice to any person who may be a participant, and any such persons are advised to consult their own tax counsel.

New Plan Benefits

Because participation in the Purchase Plan is entirely discretionary and benefits under the Purchase Plan depend on the fair market value of our common stock at various future dates, it is not possible to determine the benefits that will be received by employees if they participate in the Purchase Plan.

THE BOARD RECOMMENDS YOU VOTE "FOR" THE APPROVAL OF THE PURCHASE PLAN.

Exhibit 10.2

MASONITE INTERNATIONAL CORPORATION
2014 Employee Stock Purchase Plan

1. Purpose . The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (“ 423 Component ”) and a non-Code Section 423 Component (“ Non-423 Component ”). The Company’s intention is to have the 423 Component of the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the 423 Component, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of an option to purchase shares of Common Stock under the Non-423 Component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code; such an option will be granted pursuant to rules, procedures or sub-plans adopted by the Administrator designed to achieve tax, securities laws or other objectives for Eligible Employees and the Company. Except as otherwise provided herein, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

2. Definitions .

(a) “ Administrator ” means the Benefit Advisory Committee or any other Committee designated by the Board to administer the Plan pursuant to Section 14.

(b) “ Affiliate ” means any entity, other than a Subsidiary, in which the Company has an equity or other controlling ownership interest.

(c) “ Applicable Laws ” means the requirements relating to the administration of equity-based awards and the related issuance of shares of Common Stock under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable securities and exchange control laws of any foreign country or jurisdiction where options are, or will be, granted under the Plan.

(d) “ Board ” means the Board of Directors of the Company.

(e) “ Change in Control ” unless otherwise provided by the Board, a “Change in Control” shall be deemed to occur if:

(i) any “Person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Common Stock), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities;

(ii) any “Person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Common Stock), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) in one or a series of related transactions during any 12-month period, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(iii) during any one-year period, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (ii), (iv) or (v) of this definition of “Change in Control” or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the one-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(iv) a merger or consolidation of the Company or a direct or indirect subsidiary of the Company with any other company, other than a merger or consolidation which would result in either the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation (or the ultimate parent company of the Company or such surviving entity); provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in subparagraphs (ii) and (iii)) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control; or

(v) the consummation of a sale or disposition of assets of the Company and/or its direct and indirect subsidiaries having a value constituting at least 40% of the total gross fair market value of all of the assets of the Company and its direct and indirect subsidiaries (on a consolidated basis) immediately prior to such transaction, other than the sale or disposition of all or substantially all of the assets of the Company or a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

(f) “ Code ” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or U.S. Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(g) “ Committee ” means a committee of the Board appointed in accordance with Section 14 hereof.

(h) “ Common Stock ” means the common shares of the Company.

(i) “ Company ” means Masonite International Corporation, a British Columbia corporation, or any successor thereto.

(j) “ Compensation ” means an Eligible Employee’s base straight time gross earnings, commissions (to the extent such commissions are an integral, recurring part of compensation), incentive compensation, bonuses, payments for overtime and shift premium, but exclusive of payments for equity compensation income and other similar compensation. The Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for a subsequent Offering Period.

(k) “ Contributions ” means the payroll deductions and other additional payments that the Company may permit to be made by a Participant to fund the exercise of options granted pursuant to the Plan.

(l) “ Designated Company ” means (i) the Company, (ii) any Subsidiary or (iii) Affiliate that in each case has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated Companies, provided, however that at any given time, a Subsidiary that is a Designated Company under the 423 Component shall not be a Designated Company under the Non-423 Component.

(m) “ Director ” means a member of the Board.

(n) “ Eligible Employee ” means any individual who is a common law employee providing services to a Designated Company and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer, or any lesser number of hours per week and/or number of months in any calendar year established by the Administrator (if required under Applicable Law) for purposes of any separate Offering or for Eligible Employee participating in the Non-423 Component. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves or is legally protected under Applicable Laws. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated three (3) months and one (1) day following the commencement of such leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date in an Offering, determine (for each Offering under the 423 Component, on a uniform and nondiscriminatory basis or as otherwise permitted by Treasury Regulation Section 1.423-2) that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the

Administrator in its discretion), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied with respect to each Offering under the 423 Component in an identical manner to all highly compensated individuals of the Employer whose employees are participating in that Offering. Each exclusion shall be applied with respect to an Offering under a 423 Component in a manner complying with U.S. Treasury Regulation Section 1.423-2(e)(2)(ii). Such exclusions may be applied with respect to an Offering under the Non-423 Component without regard to the limitations of Treasury Regulation Section 1.423-2.

(o) “ Employer ” means the employer of the applicable Eligible Employee(s).

(p) “ Enrollment Date ” means the first Trading Day of each Offering Period.

(q) “ Enrollment Window ” is defined in Section 5(a).

(r) “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

(s) “ Exercise Date ” means the first Trading Day on or immediately before January 31 and July 31 of each Purchase Period. The first Exercise Date under the Plan will be January 31, 2015.

(t) “ Fair Market Value ” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, its Fair Market Value will be the closing sales price for such stock as quoted on such exchange or system on the date of determination (or the closing bid, if no sales were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or if no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the Administrator.

Notwithstanding the foregoing, if the determination date for the Fair Market Value occurs on a weekend or holiday, the Fair Market Value will be the price as determined in accordance with subsections (i) through (iii) above (as applicable) on the immediately preceding business day, unless otherwise determined by the Administrator.

(u) “ Fiscal Year ” means the fiscal year of the Company.

(v) “ 423 Component ” is defined in Section 1 of the Plan.

(w) “ New Exercise Date ” means a new Exercise Date if the Administrator shortens any Offering Period then in progress.

(x) “ Non-423 Component ” is defined in Section 1 of the Plan.

(y) “ Offering ” means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Employers will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by U.S. Treasury Regulation Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms of the Plan and an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3).

(z) “ Offering Periods ” means the periods of approximately six (6) months during which an option granted pursuant to the Plan may be exercised, (i) commencing on the first Trading Day on or after February 1 and August 1 of each year and terminating on the first Trading Day on or immediately prior to July 31 and January 31, approximately six (6) months later. The duration and timing of Offering Periods may be changed pursuant to Sections 4 and 20.

(aa) “ Other Extraordinary Event ” is defined in Section 19(a).

(bb) “ Parent ” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(cc) “ Participant ” means an Eligible Employee that participates in the Plan.

(dd) “ Plan ” means this Masonite International Corporation 2014 Employee Stock Purchase Plan.

(ee) “ Proceeding ” is defined in Section 30 of the Plan.

(ff) “ Purchase Period ” means the approximately six (6) month period commencing after one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period will commence on the Enrollment Date and end with the next Exercise Date. Unless the Administrator provides otherwise, the Purchase Period will have the same duration and coincide with the length of the Offering Period.

(gg) “ Purchase Price ” means an amount equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent Offering Periods by the Administrator subject to compliance with Section 423 of the Code (or any successor rule or provision or any other Applicable Law, regulation or stock exchange rule) or pursuant to Section 20.

(hh) “ Subsidiary ” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(ii) “ Trading Day ” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading.

(jj) “ U.S. Treasury Regulations ” means the Treasury regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.

3. Eligibility .

(a) First Offering Period . In order to participate in the first Offering Period, an Eligible Employee must complete a subscription agreement during the applicable Enrollment Window before the first Offering Period begins.

(b) Subsequent Offering Periods . Any Eligible Employee must complete a subscription agreement during the prescribed Enrollment Window before any given subsequent Offering Period in order to participate in the Plan with regard to such Offering Period.

(c) Non-U.S. Employees . Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. In the case of the Non-423 Component, an Eligible Employee may be excluded from participation in the Plan or an Offering if the Administrator has determined that participation of such Eligible Employee is not advisable or practicable in its sole discretion.

(d) Limitations . Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-five

thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.

4. Offering Periods . The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after February 1 and August 1 each year, or on such other date as the Administrator will determine. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future Offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter; provided, however, that no Offering Period may last more than twenty-seven (27) months.

5. Participation .

(a) First Offering Period . An Eligible Employee will be entitled to participate in the first Offering Period pursuant to Section 3(a) only if such individual submits a subscription agreement authorizing Contributions in a form determined by the Administrator (which may be similar to the form attached hereto as Exhibit A ) to the Company’s designated plan administrator (i) no earlier than the effective date of the Form S-8 registration statement with respect to the issuance of Common Stock under this Plan and (ii) no later than the deadline the Administrator sets for such purpose (the “ Enrollment Window ”).

(b) Subsequent Offering Periods . An Eligible Employee may participate in the Plan pursuant to Section 3(b) by (i) submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure determined by the Administrator.

6. Contributions .

(a) At the time a Participant enrolls in the Plan pursuant to Section 5, he or she will elect to have Contributions (in the form of payroll deductions or otherwise, to the extent permitted by the Administrator) made on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation, which he or she receives on each pay day during the Offering Period (for illustrative purposes, should a pay day occur on an Exercise Date, a Participant will have any payroll deductions made on such day applied to his or her account under the then-current Purchase Period or Offering Period). Notwithstanding the foregoing, the Administrator shall decrease the rate of a Participant's Contributions for any payroll period to the extent the amount of the corresponding reduction, plus the amount of the Participant's deductions for such payroll period for (1) cash or deferred arrangements, (2) nonqualified deferred compensation plans or (3) welfare benefit arrangements sponsored by a Designated Company or an Affiliate, plus any other withholding from pay required by law or applicable court order, would exceed the Participant's Compensation for such payroll period. The Administrator, in its sole discretion, may permit all Participants in a specified Offering to contribute amounts to the Plan through payment by cash, check or other means set forth in the subscription agreement prior to each Exercise Date of each Purchase Period. A Participant’s subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.

(b) In the event Contributions are made in the form of payroll deductions, such payroll deductions for a Participant will commence on the first pay day following the Enrollment Date and will end on the last pay day prior to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10 hereof; provided, however, that for the first Offering Period, payroll deductions will commence on the first pay day on or following the end of the Enrollment Window.

(c) All Contributions made for a Participant will be credited to his or her account under the Plan and Contributions will be made in whole percentages only. A Participant may not make any additional payments into such account.

(d) A Participant may only discontinue his or her participation in the Plan to the extent provided in Section 10. Except as may be permitted by the Administrator, as determined in its sole discretion, a Participant may not change the rate of his or her Contributions during an Offering Period.

(e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b), a Participant’s Contributions may be decreased to zero percent (0%) at any time during a Purchase Period. Subject to Section 423(b)(8) of the Code and Section 3(b) hereof, Contributions will recommence at the rate originally elected by the Participant effective as of the beginning of the first Purchase Period scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10.

(f) Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Eligible Employees to participate in the Plan via cash contributions instead of payroll deductions if (i) payroll deductions are not permitted under applicable local law, (ii) the Administrator determines that cash contributions are permissible under Section 423 of the Code or (iii) for Participants participating in the Non-423 Component.

(g) At the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed of (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority including taxes imposed by jurisdictions outside of the U.S., national insurance, social security or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other time that a taxable event related to the Plan occurs). At any time, the Company or the Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee. In addition, the Company or the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or any other method of withholding the Company or the Employer deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).

7. Grant of Option . On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated prior to such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase during each Purchase Period more than 10,000 shares of Common Stock (subject to any adjustment pursuant to Section 19) and provided further that such purchase will be subject to the limitations set forth in Sections 3(d) and 13. The Eligible Employee may accept the grant of such option (i) with respect to the first Offering Period by submitting a properly completed subscription agreement in accordance with the requirements of Section 5 on or before the last day of the Enrollment Window, and (ii) with respect to any subsequent Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase during each Purchase Period of an Offering Period. Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period.

8. Exercise of Option .

(a) Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from his or her account. No fractional shares of Common Stock will be purchased; any Contributions accumulated in a Participant’s account, which are not sufficient to purchase a full share will be retained in the Participant’s account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10. Any other funds left over in a Participant’s account after the Exercise Date will be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her.

(b) If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect or (y) provide that the Company will make a pro rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any

authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date.

(c) Further, with respect to any Offering under the Non-423 Component that is made to Participants of Designated Companies within the European Economic Area (the “ EEA ”), if a prospectus may be required to be filed in accordance with EU Prospectus Directive No. 2003/71/EC, as currently and hereinafter amended (the “ EU Prospectus Directive ”), then until such time as a valid prospectus is on file or a prospectus is not required or is no longer required under the EU Prospectus Directive in connection with such Offerings under the Plan, the total Purchase Price payable for the aggregate number of shares of Common Stock offered under this Plan under all Offerings that are not otherwise exempt from the EU Prospectus Directive made to Participants of Designated Companies within the EEA for any twelve (12)-month period shall not exceed EUR 5 million (the “ EEA Limit ”). If the Administrator determines that, on a given Enrollment Date, the total Purchase Price payable for the number of shares of Common Stock with respect to which options are to be exercised may cause the EEA Limit to be exceeded, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase and under the EEA Limit on such Enrollment Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants of Designated Companies within the EEA exercising options to purchase Common Stock by reference to the Offering Period beginning on that Enrollment Date, and continue all Offering Periods then in effect or (y) provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase and under the EEA Limit on such Enrollment Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants of Designated Companies within the EEA exercising options to purchase Common Stock by reference to the Offering Period beginning on that Enrollment Date, and terminate any or all Offering Periods then in effect pursuant to Section 20.

9. Delivery . As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9.

10. Withdrawal .

(a) A Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to exercise his or her option under the Plan only if the Participant is declared permanently disabled or demonstrates to the Administrator’s satisfaction that the Participant has undergone an extreme hardship. An approved withdrawal shall be effected by (i) submitting to the Company’s stock administration office (or its designee) a written notice of withdrawal in the form

determined by the Administrator for such purpose (which may be similar to the form attached hereto as Exhibit B), or (ii) following an electronic or other withdrawal procedure determined by the Administrator. All of the Participant’s Contributions credited to his or her account will be paid to such Participant promptly after receipt of notice of withdrawal and such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the purchase of shares will be made for such Offering Period. If a Participant withdraws from an Offering Period, Contributions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 5.

(b) A Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws.

11. Termination of Employment . Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant’s option will be automatically terminated. Unless determined otherwise by the Administrator in a manner that, with respect to an Offering under the 423 Component, is permitted by, and compliant with, Section 423 of the Code, a Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company shall not be treated as terminated under the Plan; however, no Participant shall be deemed to switch from an Offering under the Non-423 Component to an Offering under the 423 Component or vice versa unless (and then only to the extent) such switch would not cause the 423 Component or any Option thereunder to fail to comply with Section 423 of the Code.

12. Interest . No interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall, with respect to Offerings under the 423 Component, apply to all Participants in the relevant Offering, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f).

13. Stock .

(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan will be 750,000 shares of Common Stock.

(b) Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.

(c) Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse.

14. Administration . The Plan will be administered by the Benefit Advisory Committee or another Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or employed outside the U.S., the terms of which sub-plans may take precedence over other provisions of this Plan, with the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the employees eligible to participate in each sub-plan will participate in a separate Offering and will be in the Non-423 Component, unless such designation would cause the 423 Component to violate the requirements of Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.

15. Designation of Beneficiary .

(a) If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common Stock and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, if permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.

(b) Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company will deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

(c) All beneficiary designations will be in such form and manner as the Administrator may designate from time to time. Notwithstanding Sections 15(a) and (b) above, the Company and/or the Administrator may decide not to permit such designations by Participants in non-U.S. jurisdictions to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).

16. Transferability . Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

17. Use of Funds . The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such Contributions except under Offerings or for Participants in the Non-423 Component for which Applicable Laws require that Contributions to the Plan by Participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party. Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares.

18. Reports . Individual accounts will be maintained for each Participant in the Plan. Statements of account will be provided and/or made available to participating Eligible Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any. Statements may be made available electronically in accordance with applicable law.

19. Adjustments, Dissolution, Liquidation, Merger or Change in Control .

(a) Adjustments . Subject to the provisions of Section 19(c), if there shall occur any such change in the capital structure of the Company by reason of any stock split, reverse stock split, stock dividend, subdivision, combination or reclassification of shares that may be issued under the Plan, any recapitalization, any merger, any consolidation, any spin off, any reorganization or any partial or complete liquidation, or any other corporate transaction or event having an effect similar to any of the foregoing (a “ Section 19 Event ”), then (i) the number and class of Common Stock that may be delivered under the Plan, (ii) the Purchase Price per share and (iii) the number of shares of Common Stock covered by each option under the Plan that has not yet been exercised, and the numerical limits of Sections 7 and 13 shall be appropriately adjusted. In addition, subject to Section 19(c), if there shall occur any change in the capital structure or the business of the Company that is not a Section 19 Event (an “ Other Extraordinary Event ”), including by reason of any extraordinary dividend (whether cash or stock), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of stock, or any sale or transfer of all or substantially all of the Company’s assets or business, then the Board, in its sole discretion, may adjust any option and make such other adjustments to the Plan. Any adjustment pursuant to this Section 19 shall be consistent with the applicable Section 19 Event or the applicable Other Extraordinary Event, as the case may be, and in such manner as the Board may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

Any such adjustment determined by the Board shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Except as expressly provided in this Section 19, a Participant shall have no rights by reason of any Section 19 Event or any Other Extraordinary Event. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property).

(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.

(c) Merger or Change in Control . In the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the Company’s proposed merger or Change in Control. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.

20. Amendment or Termination .

(a) The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 19). If the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest thereon, except as otherwise required under Applicable Laws, as further set forth in Section 12 hereof) as soon as administratively practicable.

(b) Without stockholder consent and without limiting Section 20(a), the Administrator will be entitled to change the Offering Periods or Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit Contributions in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed Contribution elections, establish

reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with Contribution amounts, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable that are consistent with the Plan.

(c) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i) amending the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time;

(ii) altering the Purchase Price for any Offering Period or Purchase Period including an Offering Period or Purchase Period underway at the time of the change in Purchase Price;

(iii) shortening any Offering Period or Purchase Period by setting a New Exercise Date, including an Offering Period or Purchase Period underway at the time of the Administrator action;

(iv) reducing the maximum percentage of Compensation a Participant may elect to set aside as Contributions; and

(v) reducing the maximum number of Shares a Participant may purchase during any Offering Period or Purchase Period.

Such modifications or amendments will not require stockholder approval or the consent of any Plan Participants.

21. Notices . All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

22. Conditions Upon Issuance of Shares . Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the

opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

As a further condition to the exercise of an option, no disposition (as such term is used in Section 423(a)(1) of the Code ) of a share of Common Stock purchased on a Purchase Date may be effected for six months following the relevant Purchase Date.

23. Code Section 409A . The 423 Component of the Plan is exempt from the application of Code Section 409A and any ambiguities herein will be interpreted to so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under the Plan may be subject to Code Section 409A or that any provision in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan is compliant with Code Section 409A.

24. Term of Plan . The Plan will become effective upon its approval by the stockholders of the Company. It will continue in effect for a term of twenty (20) years, unless sooner terminated under Section 20.

25. Stockholder Approval . The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

26. Governing Law . The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Florida (regardless of the law that might otherwise govern under applicable Florida principles of conflict of laws).

27. No Right to Employment . Participation in the Plan by a Participant shall not be construed as giving a Participant the right to be retained as an employee of the Company or a Subsidiary or Affiliate, as applicable. Furthermore, the Company or a Subsidiary or Affiliate may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan.

28. Severability . If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.

29. Compliance with Applicable Laws . The terms of this Plan are intended to comply with all Applicable Laws and will be construed accordingly.

30. Jurisdiction; Waiver of Jury Trial . Any suit, action or proceeding with respect to the Plan, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Florida or the United States District Court for the Middle District of Florida and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any option, or for the recognition and enforcement of any judgment in respect thereof (a “ Proceeding ”), to the exclusive jurisdiction of the courts of the State of Florida, the court of the United States of America for the Middle District of Florida, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Florida State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any option, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Florida.