Exhibit 10.1

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 12, 2004 between NCI Building Systems, Inc., a Delaware corporation (the “Company”), and its wholly-owned subsidiary, NCI Group, L.P., a Texas limited partnership (“Employer”), and Norman C. Chambers, a resident of the State of Texas (“Employee”).

BACKGROUND

     Employer hires and retains in its employment such personnel as are required by the Company and its other Affiliates, and makes its employees so retained available to provide services to the Company and its Affiliates.

     The Company desires that Employer hire Employee and make him available to serve as the President and Chief Operating Officer of the Company, and Employee desires to be so employed by the Employer and to serve as the President and Chief Operating Officer of the Company.

     This Agreement sets forth the terms and conditions of the employment of Employee by Employer, and the duties and responsibilities of Employee, on the one hand, and of the Employer and the Company, on the other hand, to each other.

     Capitalized terms not defined in the body of this Agreement have the meanings set forth in Appendix A.

AGREEMENT AMONG PARTIES

     In consideration of the foregoing and of the mutual covenants and agreements set forth in this Agreement, and subject to the terms and conditions set forth herein, the parties agree as follows:

     1. Employment. Employer hereby employs Employee, and Employee hereby accepts employment with Employer and agrees to serve the Company in the capacities and with the authority and duties set forth herein.

     2. Services.

          (a) Capacities.

               (i) Employee shall serve in the capacity of President and Chief Operating Officer and continue to serve as a director of the Company. Employee also shall from time to time, as requested by the Company, serve as a director or executive officer of one or more of the Affiliates of the Company.

               (ii) It is intended that Employee serve as a director of the Company during the term of this Agreement. The Company shall use its commercially reasonable efforts to persuade the Nominating and Corporate Governance Committee of its Board of Directors to

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continue to nominate Employee for re-election from time to time as a member of the Board of Directors of the Company and to recommend such nomination to the stockholders of the Company for their approval.

          (b) Authority. In his capacity as President and Chief Operating Officer of the Company, Employee shall have all of the explicit, implicit and apparent powers and authority granted by the By-Laws of the Company to the President and Chief Operating Officer, subject to any limitations thereon from time to time imposed by the Board of Directors of the Company. Unless expressly prohibited by its By-Laws or by orders or resolutions of its Board of Directors, shall have all other powers and authority that generally appertain under state law to the offices of president and chief operating officer of a company. Employee shall report directly to the Chairman of the Board and Chief Executive Officer of the Company.

          (c) Duties. Employee agrees during the term of this Agreement to devote substantially all of his business time and effort to the performance of his duties and responsibilities as President and Chief Operating Officer of the Company and as an executive officer or director of Affiliates of the Company. Employee shall use his commercially reasonable efforts to preserve the business of the Company and its Affiliates, as well as the goodwill of employees, customers, suppliers and other persons having business relations with the Company and its Affiliates. Notwithstanding the foregoing, Employee may spend reasonable amounts of time on charitable, civic, personal and investment activities, provided the same do not interfere with the performance of his duties and responsibilities to the Company and its Affiliates.

     3. Compensation.

          (a) Salary. Employer shall pay Employee a base salary of not less than $400,000 a year, payable in accordance with Employer’s normal payroll procedures and subject to all appropriate withholdings. The salary of Employee will be reviewed at least once annually by the Compensation Committee of the Board of Directors of the Company, such review to be conducted by the Compensation Committee at the same time as it reviews the salaries of other senior executives of the Company, and any adjustment shall be solely within the discretion of the Compensation Committee of the Board of Directors of the Company; provided, however , that no adjustment shall reduce the then current base salary of Employee by more than ten percent (10%) in any twelve-month period, or below $400,000 a year.

          (b) Annual Bonus. Employee shall be a Level I participant under the currently existing Bonus Program of the Company or, if it be amended, replaced or superceded, at the most senior level under any amended, replacement or successor bonus program adopted for executive officers of the Company and its Affiliates. Employee’s annual bonus, if any, under the Bonus Program for fiscal 2004 will be prorated for the number of days of Employee’s employment during fiscal 2004. Bonuses, if any, paid to Employee pursuant to the Bonus Program shall be paid after the end of each fiscal year of the Company at the same time as the same are paid to other participants, and shall be subject to required withholding under applicable tax laws. Employee understands that bonuses cannot be earned under the Bonus Program unless a participant meets the requirements set forth in the Bonus Program and, if the employment of a participant terminates for any reason prior to certain dates specified in the Bonus Program, no bonus shall be payable

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thereunder. Employee also understands that the Bonus Program may be amended, replaced, superceded or terminated at any time and from time to time by the Board of Directors in its sole discretion.

          (c) Lump Sum Payment. In consideration of certain benefits that Employee will forego under the terms of his employment with his immediate past employer, on the Employment Date, Employer shall pay to employee a one-time lump sum payment of $250,000 in cash, by wire transfer or other immediately available funds, subject to any required withholding under applicable tax laws.

          (d) Stock Option Awards.

               (i) On the Employment Date, the Company shall issue to Employee under the 2003 Plan nonqualified stock options to purchase an aggregate of 200,000 shares of Common Stock of the Company, which options shall have an expiration date ten years from the date of grant of the options and be evidenced by a Nonqualified Stock Option Agreement in the form attached hereto as Attachment A. The date of grant of the options shall be the Employment Date, and the option purchase price per share shall be equal to the closing price of the Common Stock as reported by the New York Stock Exchange on the date prior to the Employment Date.

               (ii) Employee shall be a Level SE1 participant under the Company’s currently existing semi-annual policy for the grant of options and/or restricted stock under the 2003 Plan, commencing with the grant of options and/or restricted stock on June 15, 2004. Employee understands that the option and/or restricted stock awards under the 2003 Plan are made in the sole discretion of the Compensation Committee of the Board of Directors, and that the policy of making semi-annual grants thereunder may be amended, replaced, superceded or terminated at any time by the Board of Directors or Compensation Committee, in its sole discretion.

          (e) Restricted Stock Awards.

               (i) On the Employment Date, the Company shall issue to Employee under the 2003 Plan a Restricted Stock Award (as defined in the 2003 Plan) of 50,000 shares of Common Stock of the Company, which Restricted Stock Award shall be evidenced by the a Restricted Stock Agreement in the form heretofore approved for senior executives of the Company by the Compensation Committee of the Board of Directors, a copy of which is attached hereto as Attachment B.

               (ii) On the Employment Date, the Company shall issue to Employee under the 2003 Plan a special long-term Restricted Stock Award (as defined in the 2003 Plan) in an amount equal to that number of whole shares of Common Stock of the Company having a fair market value nearest to $2.0 million, such fair market value to be based on the closing price of the Common Stock as reported by the New York Stock Exchange on the date prior to the Employment Date. Such Restricted Stock Award shall be evidenced by a Restricted Stock Agreement in the form attached hereto as Attachment C.

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          (f) Health and Welfare Benefits. Employee shall be entitled to participate in and receive the health, hospitalization, medical, dental, life insurance, accidental death, disability and other insurance, plans and benefits provided by Employer and the Company, and to participate in the 401(k) and other qualified profit-sharing, pension, savings and other similar plans of Employer and the Company, as and to the extent Employer and the Company provides such benefits to other employees of Employer and the Company generally or to executive employees of the Company. It is understood and agreed that such benefits may be changed or discontinued from time to time in the sole discretion of Employer and the Company.

          (g) Automobile Allowance. Employer shall (i) pay to Employee an automobile allowance in the amount of $750 per month, (ii) reimburse Employee the standard rate for the highest liability insurance covering his automobile and (iii) reimburse Employee for miles related to the business use of his automobile all in accordance with the policies and procedures of Employer as the same may be changed from time to time hereafter in the sole discretion of Employer. Employer also shall reimburse Employee for all out-of-pocket operating expenses related to business use of his automobile, in accordance with normal reimbursement policies of Employer.

          (h) Vacation. Employee shall be entitled to four weeks paid vacation during each twelve-month period, commencing with the effective date of this Agreement with such vacation to be subject to the policies and procedures of Employer as the same may be changed from time to time hereafter in the sole discretion of Employer.

          (i) Expense Reimbursement. Employer and the Company shall reimburse Employee for all reasonable and proper business expenses incurred and paid by Employee in the course of the performance of Employee’s duties pursuant to this Agreement and consistent with the policies and procedures of Employer and the Company as the same may be changed from time to time hereafter in the sole discretion of Employer and the Company.

     4. Term.

          (a) Employment Term; Commencement of Employment. Employee shall commence his employment with Employer and the Company on such date as the parties hereto mutually agree, but not later than May 15, 2004. The date on which Employee’s employment with Employer and the Company actually commences is referred to herein as the “Employment Date”. Employee’s employment shall commence on the Employment Date and continue until April 30, 2014, the last day of the month in which Employee attains the age of 65 (the “Employment Term”), unless earlier terminated in accordance with this Agreement.

          (b) Early Termination Notwithstanding the provisions of subsection (a) above, either the Company or Employee may terminate his employment with the Company, Employer and their Affiliates at any time, with or without Cause or Good Reason, upon written notice by the terminating party to the other party. Such termination of employment shall be effective on the date specified in such notice, but shall be not earlier than thirty (30) days after the date of the notice if the termination is by the Company or Employer without Cause or by Employee without Good Reason. Nothing contained herein shall be deemed to abrogate the obligation of the Company or Employee to give any required notice and opportunity to cure an act or omission it or he believes

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constitute Cause or Good Reason to terminate employment, if otherwise required to be given as set forth in the definitions of those terms set forth elsewhere herein.

          (c) Continuation Beyond Employment Term. If the employment of Employee is continued after the expiration of this Agreement, his employment shall be on such terms and conditions as may be expressly agreed to from time to time by Employer, the Company and Employee. If Employer continues to employ Employee after the expiration of this Agreement and if Employer, the Company and Employee do not expressly agree to terms and conditions of Employee’s employment following expiration of this Agreement, Employee’s employment with Employer shall continue under the terms and conditions of this Agreement on a month-to-month basis and either Employer, the Company or Employee may terminate such month-to-month employment and any obligations hereunder at any time upon thirty (30) days’ prior notice to other party.

     5. Termination Payments.

          (a) Minimum Termination Compensation. Upon any termination of employment of Employee, whether on, before or after the expiration of the term of this Agreement (including any continuation of employment on a month-to-month basis subject to the terms of this Agreement), Employee shall be entitled to receive that portion of his annual base salary, at the rate then in effect, earned by him or accrued for his account through the date of the termination of his employment hereunder, and all fringe benefits that were earned by him or accrued for his benefit, or for which he is entitled to payment for events or circumstances occurring on or through the date of termination of his employment.

          (b) Additional Payments for Certain Terminations. If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason, Employee shall be entitled to receive, in addition to those amounts and other benefits set forth in subsection (a) above, severance payments equal in the aggregate to the amount of his annual base salary, at the rate then in effect, that would have been paid to him from the date of termination of his employment through the end of the Employment Term, if his employment had continued through that date. The severance payments shall be paid to Employee in equal installments on the normal employee pay days of Employer until the end of the Employment Term, as if his employment had continued through that date. Each installment shall be in the same amount as the gross pay that would have been payable to Employee on that pay day had his employment not been terminated, less any required withholding under applicable tax laws.

          (c) Payment Following a Change in Control.

               (i) Notwithstanding the provisions of Section 5(b), if Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason within two years after a Change in Control, then the Employee shall be entitled to receive, within seven (7) days after termination, the present value of the payments otherwise due under Section 5(b) in the form of a lump sum payment of cash. For purposes of this Agreement, the Company shall calculate the present value of such amount using a discount rate equal to the longest-term LIBOR rate

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reported by The Wall Street Journal on the date on which such payment became payable ( i.e. , the date of termination of Employee’s employment with the Company) plus two percent (2%).

               (ii) Notwithstanding anything in this Agreement to the contrary, if any amounts due to Employee under this Agreement and any other plan or program or award of Employer, the Company or any Affiliate constitute a “parachute payment,” as such term is defined in § 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and the amount of the parachute payment, reduced by the excise tax imposed pursuant to § 4999 of the Code, is less than the amount Employee would receive if he were paid three times his “base amount,” as defined in § 280G(b)(3) of the Code, less one dollar, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times his base amount less one dollar. Employee, in his sole discretion, shall determine the manner in which any reduction pursuant to this subsection shall be applied to the amounts constituting a part of the parachute payment. The calculations to be made with respect to this subsection shall be made by an accounting firm jointly selected by the Company and Employee and paid by the Company.

          (d) Termination by Death. In the event of Employee’s death, Employee’s employment will terminate as of the date of Employee’s death and the estate of Employee will be entitled to receive only the amounts specified in Section 5(a) hereof.

          (e) Duty to Mitigate. If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason before Employee attains the age of 60, Employee shall, until he reaches the age of 60, use commercially reasonable efforts to mitigate damages by seeking other employment (whether as an employee, independent contractor, agent or otherwise). In seeking such other employment, Employee shall only be required to seek employment of a type appropriate for Employee’s background and abilities, and Employee shall not be required to accept a position of substantially less dignity and importance or of substantially different character than he held with the Company and Employer at the time of termination and, without the prior written approval of the Company, he shall not accept a position that would or might require him to engage in competition with the Company and its Affiliates in violation of Section 7 of this Agreement. Promptly upon acceptance of employment with another party, Employee shall furnish the Company and Employer with evidence of salary and benefits earned or to be by him and, from time to time thereafter if and as his salary, benefits or employment relationships change, Employee shall promptly provide evidence of such changed salary and benefits earned or to be earned by him. To the extent that Employee receives compensation from other employment during the term of this Agreement, the payments by the Company or Employer under Section 5(b) hereof shall be correspondingly reduced. Notwithstanding anything in this Agreement to the contrary, if Employee’s employment is terminated following a Change in Control of the Company, Employee shall have no duty to seek other employment nor shall any payments made or to be made to Employee pursuant to this Agreement following such Change in Control be offset by any amount earned from other employment.

          (f) Full Satisfaction of Obligations. Payment by Employer or the Company of the amounts owed to Employee pursuant to this Section 5 shall fully satisfy all obligations of Employer and the Company to Employee under this Agreement if the employment of Employee is terminated hereunder prior to the expiration of the Employment Term, and all obligations of

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Employer and Employer to each other set forth in Sections 1 through 4 of this Agreement shall terminate and be of no further force or effect. No termination of employment hereunder, whether by Employer or Employee and whether with or without Cause or Good Reason, shall terminate the provisions of Sections 6 or 7 or any subsequent sections of this Agreement and each of such sections shall remain in full force and effect as binding obligations of the parties in accordance with their express terms or, if no express term is stated, until the latest to expire of those sections having express terms.

     6. Business Disclosures. Employee acknowledges that in connection with his prior service as a director of the Company and his prospective employment with the Company, Employee has had and will have access to and has or will become familiar with all or substantially all of the Confidential Information of the Company and its Affiliates. As a material inducement to the Company and Employer to enter into this Agreement and to pay to Employee the compensation stated herein, Employee covenants and agrees that Employee will not, at any time during or following the termination of his employment with the Company, directly or indirectly divulge or disclose for any purpose whatsoever any Confidential Information that has been obtained by or disclosed to Employee in connection with Employee’s prior service as a director of the Company or his employment with the Company or any of its Affiliates. If Employee is required in or pursuant to any legal, judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Employee shall notify, as promptly as practicable, the Company of such request or requirement so that the Company, at its expense, may seek an appropriate protective order or waive compliance with the provisions of this Agreement, and/or take any other action deemed appropriate by the Company. If, in the absence of a protective order or the receipt of a waiver hereunder, Employee is compelled or required by law or the order of any governmental, regulatory or self-regulatory body to disclose the Confidential Information, Employee may disclose only that portion of the requested Confidential Information which he is compelled or required to disclose, and Employee will exercise his reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

     7. Non-Competition.

          (a) Employee shall not, directly or indirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in or be an owner, director, officer, employee, agent, consultant or other representative of or for any business that manufactures, engineers, markets, sells or provides, within a 250-mile radius of any then existing manufacturing facility of the Company and its subsidiaries and affiliates, metal building systems or components (including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, doors, windows or other metal components of a building structure), coated or painted steel or metal coils, coil coating or painting services, or any other products or services that are the same as or similar to those manufactured, engineered, marketed, sold or provided by the Company or its subsidiaries and affiliates during the period of employment of Employee (the “Business”). Ownership by Employee of equity securities of the Company, or of equity securities in other publicly owned companies constituting less than 1% of the voting securities in such companies, shall be deemed not to be a breach of this covenant.

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          (b) Employee shall not, directly or indirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, either hire, seek to hire or solicit the employment of any employee of the Company or its subsidiaries and Affiliates or in any manner attempt to influence or induce any employee of the Company or its subsidiaries and Affiliates to leave the employment of the Company or its subsidiaries and Affiliates, or use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees of the Company or its subsidiaries and Affiliates unless required by due process of law.

The foregoing covenants shall remain in effect during the period of employment of Employee by the Company and Employer and, after such employment terminates for any reason whatsoever, for a period of three (3) years immediately following the longer of (i) the termination of such employment or (ii) the period during which Employee is entitled to receive payments under Section 5 of this Agreement.

     8. Consideration for Covenants; Reasonableness. Employee acknowledges and agrees as follows:

          (a) The Confidential Information of the Company and its Affiliates are unique and were developed or acquired by them through the expenditure of valuable time and resources; that Employer, the Company and their Affiliates derive independent economic value from this Confidential Information not being generally known to the public or to other persons who can obtain economic value from their disclosure or use; that Employer, the Company and their Affiliates have taken all prudent and necessary measures to preserve the proprietary and confidential nature of their Customer Information, and that the covenants set forth in Sections 6 and 7 are the most reasonable, efficient and practical means to protect these Trade Secrets.

          (b) The covenants set forth in Sections 6 and 7 are necessary to protect the goodwill of the Company and its Affiliates during the employment of Employee hereunder, and to ensure that such goodwill will be preserved and continued for the benefit of the Company and its Affiliates after his employment terminates.

          (c) Due to the nature of the Business as heretofore conducted by the Company and its Affiliates and as contemplated to be continued and conducted by the Company and its Affiliates, the scope and the duration of the covenants set forth in Sections 6 and 7 of this Agreement are in all respects reasonable.

          (d) The covenants set forth in Sections 6 and 7 each constitute a separate agreement independently supported by good and adequate consideration and that each such agreement shall be severable from the other provisions of this Agreement and shall survive this Agreement. The existence of any claim or cause of action of Employee against Employer or the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer and the Company of the covenants and agreements of Employee set forth in Sections 6 and 7.

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     9. Surrender of Books and Records. Employee shall on the termination of his employment in any manner immediately surrender to the Company all lists, books, and records and other documents incident to the business of the Company and its Affiliates, and all other property belonging to any of them, it being understood that all such lists, books, records and other documents are the property of the Company and its Affiliates.

     10. Waiver of Breach. The failure of the Company, Employer or Employee at any time to require performance by the other of any provision hereof shall in no way affect any of their rights thereafter to enforce the same, nor shall the waiver by the Company, Employer or Employee of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of any provision or as a waiver of the provision itself.

     11. Remedies. In the event of Employee’s breach, or threatened breach, of any term or provision contained in Section 6 or 7 of this Agreement, Employee agrees that the Company and its Affiliates shall suffer irreparable harm not compensable by damages or other legal remedies, and that accordingly the Company and/or Employer shall be entitled to both temporary and permanent injunctive relief without the necessity of independent proof by it as to the inadequacy of legal remedies or the nature or extent of the irreparable harm suffered by it. The right of the Company and/or Employer to such relief shall not be construed to prevent it from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages.

     12. Severability. It is the desire and intent of the parties that the provisions of Sections 6 and 7 be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provision of Sections 6 or 7 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the same shall be reduced to the maximum which such court deems enforceable. If any provision of Sections 6 and 7 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the intentions and agreement of the parties. Furthermore, if any other provision contained in this Agreement should be held illegal, invalid or unenforceable in whole or in part by a court of competent jurisdiction, then it is the intent of the parties hereto that the balance of this Agreement be enforced to the fullest extent permitted by applicable law and, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement, a provision as similar in its terms to such invalid provision as may be possible and be legal, valid, and enforceable.

     13. Attorneys’ Fees. In the event of any suit or judicial proceeding (other than an arbitration proceeding) between the parties hereto with respect to this Agreement, the prevailing party shall, in addition to such other relief as the court may award, be entitled to reasonable attorneys’ fees and costs, all as actually incurred and including, without limitation, attorneys’ fees and costs incurred in appellate proceedings; provided , however , that following a Change in Control

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of the Company, only Employee will be entitled to recover the attorneys’ fees and costs described in this Section.

     14. Survival. Notwithstanding anything to the contrary contained herein, the provisions of Sections 5 et. seq. hereof shall survive the termination of this Agreement.

     15. Notice. All notices hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission or sent by certified, registered or overnight mail, postage prepaid. Such notices shall be deemed to have been duly given upon receipt, if personally delivered, upon telephonic confirmation of receipt if sent by facsimile transmission, and if mailed, five days after the date of mailing (two days in the case of overnight mail), in each case addressed to the parties at the following addresses or at such other addresses as shall be specified in writing and in accordance with this Section:

     16. Entire Agreement. This Agreement, together with the execution copies of the agreements attached as exhibits hereto, supersedes any and all other agreements, either oral or written, between the parties hereto with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties with respect thereto.

     17. Modification. No change or modification of this Agreement shall be valid or binding upon the parties hereto, nor shall any waiver of any term or condition in the future be so binding, unless such change or modification or waiver shall be in writing and signed by the parties hereto.

     18. Governing Law and Venue. This Agreement, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of Texas and venue for any action pursuant hereto shall be in the appropriate state or federal court in Harris County, Texas.

     19. Acknowledgment Regarding Counsel. Each of the parties to this Agreement acknowledges that he or it has had the opportunity to seek and has sought counsel to review this Agreement and to obtain and has obtained the advice of such counsel relating thereto.

     20. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one and the same document.

     21. Assignment. Subject to compliance with the provisions of Section 2(a) hereof, each of Employer shall have the right to assign this Agreement and its obligations hereunder to any of its

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Affiliates. No such assignment shall operate to relieve Employer, the Company or any successor assignor from liability hereunder, and this Agreement shall remain an enforceable obligation of Employer, the Company and each such successor assignor. The rights, duties and benefits to Employee hereunder are personal to him, and no such right or benefit may be assigned by him. For purposes of this Agreement, all references herein to Employer and the Company is deemed to be also a reference to any Affiliate of Employer or the Company that either has or is required to assume the obligations of the Company pursuant to this Section.

     22. Joint and Several Obligations. The duties and obligations of Employer and the Company set forth herein shall be the joint and several obligations of each of them.

     23. Estate. If Employee dies prior to the expiration of his term of employment, any monies that may be due him under this Agreement as of the date of his death will be paid to his estate.

     24. Captions. The captions, headings, and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof.

     25. Binding Effect. This Agreement shall be binding upon the parties hereto, together with their respective executors, administrators, successors, personal representatives, heirs and assigns.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date set forth herein.

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APPENDIX A

DEFINITIONS

     The following terms have the indicated meanings for purposes of this Agreement:

          (a) “Affiliate” means any entity controlled by, controlling or under common control with a person or entity.

          (b) “Bonus Program” means the Company’s Bonus Program, amended and restated as of December 11, 1998, September 9, 1999, November 8, 2000, December 7, 2000, May 24, 2001, December 6, 2001 and September 5, 2002, as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time in the sole discretion of the Board of Directors of the Company or the Compensation Committee of the Board of Directors of the Company.

          (c) “Cause” means:

               (i) Employee’s failure or inability for any reason to devote the amount of his business time to the business of Employer, the Company and their Affiliates contemplated under Section 2(c) of this Agreement (vacation time in accordance with Section 3(h) and absence due to sickness or Disability being excepted herefrom except as provided in clause (ii) hereof) and such failure or inability continues for a period of thirty (30) days after written notice by Employer or the Company of the existence of such failure or inability; provided, however , that only one such notice by Employer or the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall be required;

               (ii) Disability of employee;

               (iii) indictment for, or conviction of, or plea of nolo contendere to, a felony, other than a felony involving the operation of a motor vehicle which does not result in serious bodily harm to any person;

               (iv) breach or failure by Employee to perform any of his material covenants contained in this Agreement that is not cured within thirty (30) days after written notice by Employer or the Company of the breach or failure to perform; provided, however , that only one such notice by Employer or the Company need be sent and, if such breach or failure re-occurs thereafter, no further notice and opportunity to cure such breach or failure shall be required;

               (v) disregard or failure to use commercially reasonable efforts to carry out the reasonable and lawful instructions of the Board of Directors of the Company, or a material violation of policies established by Employer or the Company, with respect to the operation of its business and affairs that continues for a period of thirty (30) days after written notice by Employer or the Company of the existence of such violation, disregard or failure; provided, however , that only one such notice by Employer or the Company need be sent and, if

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APPENDIX A

such violation, disregard or failure re-occurs thereafter, no further notice and opportunity to cure such violation, disregard or failure shall be required;

               (vi) an act committed by Employee which (A) brings Employer or the Company into public disgrace, or (B) harms the business operations of Employer or the Company; provided, however , that the Board of Directors of the Company or the Chairman of the Board must first provide to Employee written notice clearly and fully describing the particular acts or omissions which the Board or the Chairman of the Board reasonably believes in good faith constitutes Cause under this subsection and an opportunity, within thirty (30) days following his receipt of such notice, to meet in person with the Board of Directors or the Chairman of the Board to explain or defend the alleged acts or omissions relied upon by the Board of Directors and, to the extent practicable, to cure such acts or omissions;

               (vii) habitual insobriety or illegal use of controlled substances by Employee; or

               (viii) breach or failure by Employee to comply in any material respect with the Company’s Corporate Governance Guidelines or Code of Business Conduct and Ethics (as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time in the sole discretion of the Board of Directors of the Company) that is not cured within thirty (30) days after written notice by Employer or the Company of the breach or failure to perform; provided, however , that only one such notice by Employer or the Company need be sent and, if such breach or failure re-occurs thereafter, no further notice and opportunity to cure such breach or failure shall be required.

For purposes of this Agreement, any termination of Employee’s employment for Cause shall be effective only upon delivery to Employee of a certified copy of a resolution of the Board of Directors of the Company, adopted by the affirmative vote of a majority of the entire membership of the Board of Directors (excluding Employee) following a meeting at which Employee was given an opportunity to be heard on at least five business days’ advance notice, finding that Employee was guilty of the conduct constituting Cause, and specifying the particulars thereof.

          (d) “Change in Control” of the Company means the occurrence of any of the following events:

               (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20 percent or more of the combined voting power of the Company’s then outstanding securities;

               (ii) as a result of, or in connection with, any tender offer or exchange offer, merger, or other business combination (a “Transaction”), the persons who were directors of the Company immediately before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company;

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APPENDIX A

               (iii) the Company is merged or consolidated with another corporation or transfers substantially all of its assets to another corporation and as a result of the merger, consolidation or transfer less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of the Company; or

               (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of the Company representing 30 percent or more of the combined voting power of the Company’s then outstanding voting securities.

          (e) “Common Stock” means the common stock, $.01 par value, of the Company.

          (f) “Confidential Information” means all information, whether oral or written, previously or hereafter developed, that relates to the Business as heretofore conducted by the Company, or which is hereafter otherwise acquired or used by the Company or its subsidiaries and Affiliates that is not generally known to others in the Company’s area of business or, if known, was obtained wrongfully by such other person or entity or with knowledge that it was proprietary or confidential information of or relating to the Business as heretofore conducted by the Company or of or relating to the business of the Company or its subsidiaries and Affiliates. Confidential Information shall include, without limitation, trade secrets, methods or practices, financial results or plans, customer or client lists, personnel information, information relating to negotiations with clients or prospective clients, proprietary software, databases, programming or data transmission methods, or copyrighted materials (including without limitation, brochures, layouts, letters, art work, copy, photographs or illustrations). It is expressly understood that the foregoing list shall be illustrative only and is not intended to be an exclusive or exhaustive list of Confidential Information.

          (g) “Disability” means inability of Employee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months;

          (h) “Good Reason” means any of the following events that occurs without the Employee’s prior written consent:

               (i) (A) Any reduction in the amount of the Employee’s base salary in excess of the percentage set forth in Section 3(a) or below the annual base salary rate set forth in Section 3(a), (B) any material reduction in the aggregate amount of cash bonuses and other cash incentive compensation that Employee has an opportunity to earn under the various bonus and inventive programs of the Company and Employer, or (C) any material reduction in the aggregate employee benefits as in effect for the benefit of Employee from time to time (unless such reduction is pursuant to a general change in compensation or benefits applicable to all similarly situated employees of the Company and its Affiliates);

               (ii) (A) the removal of or failure to elect or appoint Employee to the position set forth in Section 2(a), or (B) any material reduction in the nature or status of the

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APPENDIX A

Employee’s authority as set forth in Section 2(b) or in his duties or responsibilities as set forth in Section 2(b) and 2(c);

               (iii) the failure to elect or appoint Employee to the position of Chief Executive Officer of the Company after A.R. Ginn ceases to serve in that position with the Company; or

               (iv) breach or failure by the Company or Employer to perform any of its material covenants contained in this Agreement;

provided, however , that no act or omission shall constitute “Good Reason” for purposes of this Agreement unless Employee provides to the Board of Directors of the Company or the Chairman of the Board a written notice clearly and fully describing the particular acts or omissions which Employee reasonably believes in good faith constitutes “Good Reason”, and an opportunity, within thirty (30) days following its receipt of such notice, to cure such acts or omissions.

          (i) “LIBOR” means the London interbank offered rate.

          (j) “2003 Plan” means the Company’s 2003 Long-Term Stock Incentive Plan, as amended through March 14, 2003, as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time in the sole discretion of the Board of Directors of the Company or the Compensation Committee of the Board of Directors of the Company.

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NCI Building Systems, Inc., a Delaware corporation (the “Company”), hereby grants to the individual whose name appears above (“Grantee”), pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the date hereof (the “Plan”), a restricted stock award (this “Award”) of shares (the “Awarded Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), effective as of the date of award as set forth above (the “Grant Date”), upon and subject to the terms and conditions set forth in this Restricted Stock Agreement (this “Agreement”) and in the Plan. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan. A copy of the Plan in effect as of the date hereof is attached hereto, the terms and conditions of which are incorporated herein by reference.

     1. Effect of The Plan. The Awarded Shares granted to Grantee are subject to all of the provisions of the Plan and of this Agreement, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee. This Award shall be subject, without further action by the Company or Grantee, to any amendment, modification, restatement or supplement to the Plan that is beneficial to, or increases the rights of, Grantee. This Award shall not be subject to any amendment, modification, restatement or supplement to the Plan that reduces or adversely affects the rights and benefits available to Grantee hereunder.

     2. Grant. This Award shall evidence Grantee’s ownership of the Awarded Shares, and Grantee acknowledges that he or she will not receive a stock certificate representing the Awarded Shares unless and until the Awarded Shares vest as provided in this Award and all tax withholding obligations applicable to the Vested Awarded Shares (as defined below) have been satisfied. The Awarded Shares will be held in custody for Grantee, by the Chief Financial Officer of the Company pursuant to joint escrow instructions between the Grantee and the Company (substantially in the form of Exhibit A hereto), until the Awarded Shares have vested in accordance with Section 3 of this Award. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Grantee as described in Section 9(a) of this Award, withhold that number of Vested Awarded Shares necessary to satisfy any applicable tax withholding obligation of Grantee in accordance with the provisions of Section 9(a) of this Award, and thereafter instruct the Chief Financial Officer to deliver to Grantee all remaining Vested Awarded Shares;

provided, however, that Grantee shall have the right to make a one-time irrevocable election, at least six (6) months prior to a Vesting Date (as defined below), to receive the Vested Awarded Shares in up to twenty (20) annual installments, with the first installment being distributed to Grantee on the Vesting Date. Grantee shall exercise this right by delivering to the Company a written notice that states his election to defer the receipt of the Vested Awarded Shares pursuant to this Section 2, which notice shall include Grantee’s schedule of receipt of the Vested Awarded Shares in up to twenty (20) annual installments. Grantee agrees that the Awarded Shares shall be subject to all of the terms and conditions set forth in this Agreement and the Plan, including, but not limited to, the forfeiture conditions set forth in Section 4 of this Agreement, the restrictions on transfer set forth in Section 5 of this Agreement and the satisfaction of the Required Withholding as set forth in Section 9(a) of this Award.

     3. Vesting Schedule; Service Requirements. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest if Grantee’s continuing employment or consulting relationship with the Company or any Subsidiary of the Company (“Continuous Service”) is not terminated during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if Grantee’s Continuous Service is not terminated prior to an applicable Vesting Date, the Awarded Shares shall vest on the date that Grantee retires from his Continuous Service at or after Normal Retirement Age. For purposes of this Agreement, Normal Retirement Age shall be deemed to be 65 years of age.

     4. Conditions of Forfeiture.

          (a) Upon the date of termination of Grantee’s Continuous Service (the “Termination Date”):

               (i) by the Company for Cause (as hereinafter defined) or by Grantee’s voluntary resignation without Good Reason (as herein after defined) before all of the Awarded Shares become Vested Awarded Shares, all Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Grantee, be forfeited; or

               (ii) by the Company without Cause or by Grantee’s voluntary resignation with Good Reason before all of the Awarded Shares become Vested Awarded Shares, on the Termination Date ten percent (10%) of the Unvested Awarded Shares shall vest for each twelve-month period of Grantee’s Continuous Service completed since the Grant Date, and the remainder of the Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Grantee, be forfeited.

          (b) All Unvested Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately transferred to the Company without any payment by the Company or action by Grantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to

2

take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.

          (c) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become vested (i) on the death of Grantee during Grantee’s Continuous Service; (ii) if the Grantee suffers a Disability during Grantee’s Continuous Service; or (iii) in accordance with the provisions of Section 12(b) of the Plan relating to a Change in Control.

          (d) For purposes of the this Agreement, “Cause” means:

               (i) Grantee’s failure or inability for any reason to devote the amount of his business time to the business of NCI Group, L.P. (“NCI Group”), the Company and their affiliates contemplated under Section 2(c) of that certain Employment Agreement, dated April 8, 2004, among Grantee, NCI Group and the Company (the “Employment Agreement”) (vacation time in accordance with Section 3(h) of the Employment Agreement and absence due to sickness or disability being excepted herefrom except as provided in clause (ii) hereof) and such failure or inability continues for a period of thirty (30) days after written notice by NCI Group or the Company of the existence of such failure or inability; provided, however , that only one such notice by NCI Group or the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall be required;

               (ii) indictment for, or conviction of, or plea of nolo contendere to, a felony, other than a felony involving the operation of a motor vehicle which does not result in serious bodily harm to any person;

               (iii) breach or failure by Grantee to perform any of his material covenants contained in the Employment Agreement that is not cured within thirty (30) days after written notice by NCI Group or the Company of the breach or failure to perform; provided, however , that only one such notice by NCI Group or the Company need be sent and, if such breach or failure re-occurs thereafter, no further notice and opportunity to cure such breach or failure shall be required;

               (iv) disregard or failure to use commercially reasonable efforts to carry out the reasonable and lawful instructions of the Board of Directors of the Company, or a material violation of policies established by NCI Group or the Company, with respect to the operation of its business and affairs that continues for a period of thirty (30) days after written notice by NCI Group or the Company of the existence of such violation, disregard or failure; provided, however , that only one such notice by NCI Group or the Company

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need be sent and, if such violation, disregard or failure re-occurs thereafter, no further notice and opportunity to cure such violation, disregard or failure shall be required;

               (v) an act committed by Grantee which (A) brings NCI Group or the Company into public disgrace, or (B) harms the business operations of NCI Group or the Company; provided, however , that the Board of Directors of the Company or the Chairman of the Board must first provide to Grantee written notice clearly and fully describing the particular acts or omissions which the Board or the Chairman of the Board reasonably believes in good faith constitutes Cause under this subsection and an opportunity, within thirty (30) days following his receipt of such notice, to meet in person with the Board of Directors or the Chairman of the Board to explain or defend the alleged acts or omissions relied upon by the Board of Directors and, to the extent practicable, to cure such acts or omissions;

               (vi) habitual insobriety or illegal use of controlled substances by Grantee; or

               (vii) breach or failure by Grantee to comply in any material respect with the Company’s Corporate Governance Guidelines or Code of Business Conduct and Ethics (as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time in the sole discretion of the Board of Directors of the Company) that is not cured within thirty (30) days after written notice by NCI Group or the Company of the breach or failure to perform; provided, however , that only one such notice by NCI Group or the Company need be sent and, if such breach or failure re-occurs thereafter, no further notice and opportunity to cure such breach or failure shall be required.

For purposes of this Agreement, any termination of Grantee’s employment for Cause shall be effective only upon delivery to Grantee of a certified copy of a resolution of the Board of Directors of the Company, adopted by the affirmative vote of a majority of the entire membership of the Board of Directors (excluding Grantee) following a meeting at which Grantee was given an opportunity to be heard on at least five business days’ advance notice, finding that Grantee was guilty of the conduct constituting Cause, and specifying the particulars thereof.

          (e) For purposes of this Agreement, “Good Reason” means any of the following events that occurs without the Grantee’s prior written consent:

               (i) (A) Any reduction in the amount of the Grantee’s base salary in excess of the percentage set forth in Section 3(a) of the Employment Agreement or below the annual base salary rate set forth in Section 3(a) of the Employment Agreement, (B) any material reduction in the aggregate amount of cash bonuses and other cash incentive compensation that Grantee has an opportunity to earn under the various bonus and inventive programs of the Company and NCI Group, or (C) any material reduction in the aggregate employee benefits as in effect for the benefit of Grantee from time to time (unless such reduction is pursuant to a general change in compensation or benefits applicable to all similarly situated employees of the Company and its affiliates);

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               (ii) (A) the removal of or failure to elect or appoint Grantee to the position set forth in Section 2(a) of the Employment Agreement, or (B) any material reduction in the nature or status of the Grantee’s authority as set forth in Section 2(b) of the Employment Agreement or in his duties or responsibilities as set forth in Section 2(b) and 2(c) of the Employment Agreement;

               (iii) the failure to elect or appoint Grantee to the position of Chief Executive Officer of the Company after A.R. Ginn ceases to serve in that position with the Company; or

               (iv) breach or failure by the Company or NCI Group to perform any of its material covenants contained in the Employment Agreement;

provided, however , that no act or omission shall constitute “Good Reason” for purposes of this Agreement unless Grantee provides to the Board of Directors of the Company or the Chairman of the Board a written notice clearly and fully describing the particular acts or omissions which Grantee reasonably believes in good faith constitutes “Good Reason”, and an opportunity, within thirty (30) days following its receipt of such notice, to cure such acts or omissions.

     5. Non-Transferability. Grantee may not sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any of the Unvested Awarded Shares, or any right or interest therein, by operation of law or otherwise. Any transfer in violation of this Section 5 shall be void and of no force or effect, and shall result in the immediate forfeiture of all Unvested Awarded Shares.

     6. Dividend and Voting Rights. Subject to the restrictions contained in this Agreement, Grantee shall have the rights of a stockholder with respect to the Awarded Shares, including the right to vote all such Awarded Shares, including Unvested Awarded Shares, and to receive all dividends, cash or stock (other than stock dividends accounted for as a stock split), paid or delivered thereon, from and after the date hereof. In the event of forfeiture of Unvested Awarded Shares, Grantee shall have no further rights with respect to such Unvested Awarded Shares. However, the forfeiture of the Unvested Awarded Shares pursuant to Section 4 hereof shall not create any obligation to repay cash dividends or stock dividends (other than stock dividends accounted for as a stock split) received as to such Unvested Awarded Shares, nor shall such forfeiture invalidate any votes given by Grantee with respect to such Unvested Awarded Shares prior to forfeiture.

     7. Capital Adjustments and Corporate Events. If, from time to time during the term of this Agreement, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration (including stock dividends accounted for as a stock split), the Unvested Shares shall be adjusted in accordance with the provisions of Section 12 of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Unvested Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of this Agreement and included thereafter as “Unvested Awarded Shares” for purposes of this Agreement.

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     8. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Unvested Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan, or (ii) to treat as owner of such Unvested Awarded Shares, or accord the right to vote or pay or deliver dividends or other distributions to, any purchaser or other transferee to whom or which the Grantee shall have attempted to transfer such Unvested Awarded Shares.

     9. Tax Matters.

          (a) The Company’s obligation to deliver Awarded Shares to Grantee upon the vesting of such shares shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “Required Withholding”). The Company shall withhold from the Vested Awarded Shares that otherwise would have been delivered to Grantee the number of Vested Awarded Shares necessary to satisfy Grantee’s Required Withholding, and deliver the remaining Vested Awarded Shares to Grantee, unless the Grantee has made arrangements with the Company for the Grantee to deliver to the Company cash, a check or other available funds for the full amount of the Required Withholding by 5:00 P.M. Central Standard Time on the later of (i) the date Awarded Shares become Vested Awarded Shares or (ii) the date on which the Vested Awarded Shares are distributed to Grantee, or by such date Grantee has not made such other provision for the satisfaction of the Required Withholding in form satisfactory to the Committee or Board, in its sole discretion. The amount of the Required Withholding and the number of Vested Awarded Shares to be withheld by the Company, if applicable, to satisfy Grantee’s Required Withholding, as well as the amount reflected on tax reports filed by the Company, shall be based on the value of the Vested Awarded Shares determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date prior to the applicable Vesting Date or the date on which the Vested Awarded Shares are distributed to Grantee, as appropriate. The obligations of the Company under this Award will be conditioned on such satisfaction of the Required Withholding.

          (b) Grantee acknowledges that the tax consequences associated with the award are complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state, and local tax consequences of this Award. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of the Award. Grantee understands further that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the fair market value of the Vested Awarded Shares as of the Vesting Date for those shares. Grantee also understands that Grantee may elect to be taxed at Grant Date rather than at the time the Awarded Shares vest by filing an election under Section 83(b) of the Code with the Internal Revenue Service and by providing a copy of the election to the Company. GRANTEE ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED OF THE AVAILABILITY OF MAKING AN ELECTION IN ACCORDANCE WITH SECTION 83(b) OF THE CODE; THAT SUCH ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (AND A COPY OF THE ELECTION GIVEN TO THE COMPANY) WITHIN 30 DAYS OF THE GRANT OF AWARDED SHARES TO GRANTEE; AND THAT GRANTEE IS SOLELY RESPONSIBLE FOR MAKING SUCH ELECTION.

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     10. Covenants of Grantee.

          (a) For a period for five (5) years immediately following Grantee’s receipt of any Vested Awarded Shares pursuant to this Agreement, Grantee shall not, directly or indirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in or be an owner, director, officer, employee, agent, consultant or other representative of or for any business that manufactures, engineers, markets, sells or provides, within a 250-mile radius of any then existing manufacturing facility of the Company and its subsidiaries and affiliates, metal building systems or components (including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, doors, windows or other metal components of a building structure), coated or painted steel or metal coils, coil coating or painting services, or any other products or services that are the same as or similar to those manufactured, engineered, marketed, sold or provided by the Company or its subsidiaries and affiliates during the Continuous Service of Grantee. Ownership by Grantee of equity securities of the Company, or of equity securities in other publicly owned companies constituting less than 1% of the voting securities in such companies, shall be deemed not to be a breach of this covenant.

          (b) For a period for five (5) years immediately following Grantee’s receipt of any Vested Awarded Shares pursuant to this Agreement, Grantee shall not, directly or indirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, either hire, seek to hire or solicit the employment of any employee of the Company or its subsidiaries and affiliates or in any manner attempt to influence or induce any employee of the Company or its subsidiaries and affiliates to leave the employment of the Company or its subsidiaries and affiliates, or use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees of the Company or its subsidiaries and affiliates unless required by due process of law.

          (c) Grantee, during his Continuous Service with the Company, will have access to, and become familiar with, various trade secrets and proprietary and confidential information consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the “Trade Secrets”), which are owned by the Company and regularly used in the operation of its business, but in connection with which the Company takes precautions to prevent dissemination to persons other than certain directors, officers and employees. Grantee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry or to the public; (b) are entrusted to him after being informed of their confidential and secret status by the Company and because of the fiduciary position occupied by him with the Company; (c) have been developed by the Company for, and on behalf of, the Company through substantial expenditures of time, effort and money and are used in its business; (d) give the Company an advantage over competitors who do not know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (f) the Trade Secrets are valuable, special and unique assets of the Company, the disclosure of which could cause substantial injury and loss of profits and goodwill to the Company. Grantee shall not use in any way or disclose any of the Trade Secrets, directly or

7

indirectly, during his Continuous Service with the Company, or at any time thereafter, except as required in the course of his Continuous Service with the Company. All files, records, documents, information, data and similar items relating to the business of the Company, whether prepared by Grantee or otherwise coming into his possession, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company under any circumstances without the prior written consent of the Board of Directors of the Company (except in the ordinary course of business during Grantee’s Continuous Service with the Company), and in any event shall be promptly delivered to the Company upon termination of Grantee’s Continuous Service for any reason. Grantee agrees that, upon his receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, he shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Chairman of the Board and Chief Executive Officer of the Company. For this purpose, Grantee irrevocably nominates and appoints the Company (including any attorney retained by the Company), as his true and lawful attorney-in-fact, to act in his name, place and stead to perform any act that he might perform to defend and protect against any disclosure of any Trade Secrets.

          (d) For a period for five (5) years immediately following Grantee’s receipt of any Vested Awarded Shares pursuant to this Agreement, Grantee shall not for any reason whatsoever (whether or not related to this Agreement or the Awarded Shares) institute any legal proceedings against the Company, any of its subsidiaries, or any of its officers, directors, agents or representatives.

          (e) The parties hereto intend all provisions of subsections (a), (b), (c) and (d) of this Section 10 to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision of subsections (a), (b), (c) or (d) of this Section 10 is too broad to be enforced as written, the parties intend that the court reform the provision to such narrower scope as it determines to be reasonable and enforceable. In addition, however, Grantee agrees that the non-competition agreements, non-employment agreements, non-disclosure and no litigation agreements set forth above each constitute separate agreements independently supported by good and adequate consideration and shall be severable from the other provisions of this Agreement and shall survive this Agreement. The existence of any claim or cause of action of Grantee against the Company, except for a breach of this Agreement by the Company or its subsidiaries, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of Grantee contained in the non-competition, non-employment, non-disclosure and no litigation agreements. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

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          (f) If Grantee breaches any of the covenants set forth in this Section 10, Grantee shall, within ten (10) business days after it is ultimately determined that he has committed such a breach pursuant to the dispute resolution provisions of Section 13 hereof, either (i) redeliver to the Company the Awarded Vested Shares, if still owned by Grantee, or (ii) reimburse the Company an amount equal to the then fair market value of the Awarded Vested Shares determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date such determination is made; which amount shall be paid to the Company in cash or other immediately available funds.

          (g) By acceptance of this Agreement, the Grantee agrees to cooperate with, provide information to, and to participate in such exams and activities as requested by, the Company, if the Company, in its sole discretion, elects to obtain insurance or make other financial arrangements to fund or otherwise assure or assist in the performance and satisfaction of the Company’s obligations and liabilities under this Agreement.

     11. Entire Agreement; Governing Law. The Plan and this Agreement constitute the entire agreement of the Company and Grantee (collectively, the “Parties”) with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof. If there is any inconsistency between the provisions of this Agreement and of the Plan, the provisions of the Plan shall govern. Nothing in the Plan and this Agreement (except as expressly provided therein or herein) is intended to confer any rights or remedies on any person other than the Parties. The Plan and this Agreement are to be construed in accordance with and governed by the internal laws of the State of Texas, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the Parties. Should any provision of the Plan or this Agreement relating to the Shares be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

     12. Interpretive Matters. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in this Agreement are inserted for convenience and shall not be deemed a part of the Restricted Stock Award or this Agreement for construction or interpretation.

     13. Dispute Resolution. The provisions of this Section 13 shall be the exclusive means of resolving disputes of the Parties (including any other persons claiming any rights or having any obligations through the Company or Grantee) arising out of or relating to the Plan and this Agreement. The Parties shall attempt in good faith to resolve any disputes arising out of or relating to the Plan and this Agreement by negotiation between individuals who have authority to settle the controversy. Either Party may commence negotiations by delivering to the other Party a written statement of the Party’s position and the name and title of the individual who will represent the Party. Within thirty (30) days of the written notification, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation within ninety (90) days

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of the written notification of the dispute, either Party may file suit and each Party agrees that any suit, action, or proceeding arising out of or relating to the Plan or this Agreement shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Texas state court in Harris County, Texas) and that the Parties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to the fullest extent permitted by law, any objection a Party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the Parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

     14. Nature of Payments. Any and all grants or deliveries of Awarded Shares hereunder shall constitute special incentive payments to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit plan of the Company, or (b) any agreement between the Company and Grantee, except as such plan or agreement shall otherwise expressly provide.

     15. Payment of Par Value. The Company’s obligation to deliver Awarded Shares to Grantee upon the vesting of such shares shall be subject to the payment in full of the requisite par value per share of the Awarded Shares prior to such issuance (collectively, the “Par Value”). If the Company has not received from Grantee cash, a check or other available funds for the full amount of the Par Value by 5:00 P.M. Central Standard Time within five (5) days after the Grant Date, or Grantee has not made by that date such other provision for the payment of the Par Value in form satisfactory to the Committee or Board in its sole discretion, the Company shall pay the Par Value of the Awarded Shares on behalf of Grantee and will report the amount of such payment as income to Grantee for the taxable period of Grantee during which the Awarded Shares are granted. The Grantee acknowledges and agrees that he shall be responsible for the payment of any and all federal, state and local taxes on such income if the Company pays the Par Value on behalf of the Grantee.

     16. Amendment; Waiver. This Agreement may be amended or modified only by means of a written document or documents signed by the Company and Grantee. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

     17. Notice. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at the Company’s principal executive office or the address of the Grantee in the records

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and books of the Company, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section 17.

GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THIS RESTRICTED STOCK AWARD SHALL VEST AND THE FORFEITURE PROVISIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THE RESTRICTED STOCK AWARD). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE. Grantee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Restricted Stock Award subject to all of the terms and provisions hereof and thereof. Grantee has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Grantee hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with Section 13 of this Agreement. Grantee further agrees to notify the Company upon any change in the address for notice indicated in this Agreement.

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EXHIBIT A

JOINT ESCROW INSTRUCTIONS

April 26, 2004

Chief Financial Officer
NCI Building Systems, Inc.
10943 North Sam Houston Parkway West
Houston, Texas 77064

Dear Sir or Madam:

As Escrow Agent for both NCI Building Systems, Inc., a Delaware corporation (the “Company”), and the undersigned grantee (the “Grantee”) of shares of Common Stock of the Company (the “Shares”) under that certain Restricted Stock Agreement between the Company and the Grantee (the “Agreement”), you are hereby authorized and directed to hold the Shares, the stock certificate(s) evidencing the Shares, and any other property and documents delivered to you pursuant to the Agreement, in accordance with the following instructions:

     1. In the event the Shares are forfeited to the Company pursuant to the Agreement, the Company shall give the Grantee and you a written notice of such forfeiture and the number of the Shares to be forfeited thereunder (the “Notice”). The Grantee and the Company hereby irrevocably authorize and direct you to complete the transaction described in the Notice in accordance with the terms of the Notice. To complete the transaction described in the Notice at the closing, you are directed (a) to complete, as appropriate, the stock assignment(s) necessary for the transfer of forfeited Shares to the Company as described in the Notice, and (b) to deliver same, together with the certificate(s) evidencing the forfeited Shares to be transferred, to the Company.

     2. The Grantee irrevocably authorizes the Company to deposit with you any certificates evidencing the Shares to be held by you hereunder and any additions and substitutions to said Shares as described in the Agreement. The Grantee does hereby irrevocably constitute and appoint you as the Grantee’s attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 2, the Grantee shall exercise all rights and privileges of a shareholder of the Company with respect to the Shares while the Shares are held by you.

     3. Upon written request to you and to the Company by the Grantee following the lapse of the forfeiture provisions described in the Agreement, you shall deliver to the Grantee a stock certificate or stock certificates representing those Shares as to which the forfeiture provisions have lapsed.

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     4. If, at the time of termination of this escrow (upon the lapse of forfeiture provisions regarding all of the Shares and other property in your possession in accordance with the Agreement), you should have in your possession any documents, securities, or other property belonging to the Grantee, you shall deliver all of the same to the Grantee and shall be discharged of all further obligations hereunder.

     5. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

     6. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely, and you shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Grantee while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

     7. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or entity, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments, or decrees of any court. In case you obey or comply with any such order, judgment, or decree, you shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance, notwithstanding any such order, judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found to have been entered without jurisdiction.

     8. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering, or purporting to execute or deliver, the Agreement or any documents or papers deposited or called for hereunder.

     9. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor, for which you will be reimbursed by the Company.

     10. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be the Chief Financial Officer of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent, who may be any person or entity selected by the Company. In the absence of such appointment by the Company, or until it has so specifically appointed another person or entity as a successor Escrow Agent, the successor Escrow Agent automatically, without the necessity of any further action by the Company, shall be deemed to be the person appointed or elected as the successor Chief Financial Officer of the Company to succeed the Chief Financial Officer who so resigned or otherwise ceased to be the Chief Financial Officer of the Company.

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     11. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary party or parties hereto shall join in furnishing such instruments.

     12. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Shares or any other property held by you hereunder, you are authorized and directed to retain in your possession, without liability to anyone, all or any part of such property until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

     13. Any notice required or permitted hereunder shall be given in writing and shall be given by personal or courier delivery or deposit in the United States mail, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto:

Any notice so given by personal or courier delivery shall be deemed to have been duly given upon delivery, and any notice so given by United States mail shall be deemed to have been duly given upon the earlier of receipt by the addressee or the fourth business day after deposit in the mail.

     14. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of the Joint Escrow Instructions; you do not become a party to the Agreement.

     15. This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

     16. These Joint Escrow Instructions shall be governed by, and construed and enforced in accordance with, the internal substantive laws, but not the choice of law rules, of the State of Texas.

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Very truly yours,

NCI BUILDING SYSTEMS, INC.

GRANTEE :

ESCROW AGENT :

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EXHIBIT B

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, I, Norman C. Chambers, hereby sell, assign and transfer unto NCI Building Systems, Inc. (the “Company”) __________________________ (____________) shares of the Company’s Common Stock standing in my name of the books of the Company represented by Certificate No. _____ delivered herewith, and do hereby irrevocably constitute and appoint ___________________________________ as attorney-in-fact, with full power of substitution, to transfer the such shares on the books of the Company.

INSTRUCTIONS :

Please do not fill in any blanks other than the signature lines. The purpose of this assignment is to enable the Company to receive the shares upon the occurrence of a forfeiture of all, or any portion of, the shares, as set forth in the Restricted Stock Agreement, without requiring additional signatures on the part of the Grantee.

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Exhibit 10.3

NCI BUILDING SYSTEMS, INC.

NONQUALIFIED STOCK OPTION AGREEMENT

     NCI Building Systems, Inc. (the “Company”) hereby grants a Nonqualified Option (the “Option”) to purchase shares of its Common Stock, $0.01 par value, to:

Norman C. Chambers

     The Option is granted on the following terms and conditions:

      1. Number of Shares and Price. The number of shares subject to this Option, and the exercise price, are:

     This Option is not intended to constitute an Incentive Option.

      2. Option Period. The term of this Option (the “Option Period”) will commence on the date of grant noted below, and will expire at 5:00 o’clock p.m. Houston time on the earlier of (i) the 30th day after termination of Optionee’s continuing employment or consulting relationship with the Company and its Subsidiaries or directorship with the Company for any reason other than death, Disability, or retirement at or after Normal Retirement Age; (ii) one year after the death of Optionee; (iii) five years after the Disability of Optionee or the retirement of Optionee at or after Normal Retirement Age; or (iv) the expiration date noted below. After the expiration date, no further shares may be purchased under this Option.

      3. Vesting. Effective on each anniversary of the date of grant of this Option, 25% of the Option shares shall become vested and will be available thereafter for purchase by Optionee during the remaining term of the Option Period, provided that, on each such vesting date, Optionee has been in a continuing employment or consulting relationship with the Company and its Subsidiaries or has served continuously as a director of the Company since the date of grant of this Option. If Optionee dies, becomes Disabled, or retires from such employment or consulting relationship or directorship at or after Normal Retirement Age, 100% of the shares subject to his Options will become vested and immediately available for purchase by Optionee, or in the case of death of Optionee, by the person(s) specified in Section 6(b) of this Agreement.

      4. Vesting Upon Change of Control. If there occurs a Change in Control of the Company, then 100% of the Option shares will become vested and immediately available for purchase by Optionee.

      5. Exercise of Option. Subject to Section 6 below, this Option shall be exercisable at any time and from time to time after the date of grant and on or prior to its expiration date, in whole or in part with respect to any portion of the Option shares that has become vested at the time of exercise. No fractional shares will be issued. If an exercise covers a fractional share, the number of shares to be issued on exercise will be rounded to the next lowest share and the exercise price for the fraction will be returned to Optionee.

      6. Right to Exercise; Restrictions. This Option shall be exercisable during the Option Period only by Optionee and only if, at the time of exercise, Optionee has been in a continuing employment or consulting relationship with the Company and its Subsidiaries or has served as a director of the Company since the date of grant of this Option, except as follows (and in all cases subject to the earlier termination of the Option Period on the expiration date specified in Section 2 hereof):

      (a) Optionee may exercise this Option, with respect only to shares that were vested on the date of termination (for any reason other than death, Disability, or retirement at or after the Normal Retirement Age) of his continuing employment or consulting relationship with the Company and its Subsidiaries or his directorship with the Company, for a period of thirty days after such termination;

      (b) If Optionee should die while in a continuing employment or consulting relationship with the Company and its Subsidiaries or while serving as a director of the Company, this Option may be exercised by the estate of Optionee or by a person who acquired the right to exercise this Option by bequest or inheritance or by reason of the death of Optionee for a period of one year after the death of Optionee; and

      (c) If Optionee should become Disabled or retire at or after Normal Retirement Age while in a continuing employment or consulting relationship with the Company and its Subsidiaries or while serving as a director of the Company, Optionee may exercise this Option for a period ending on the earlier of (i) five years after such event or (ii) one year following the later death of Optionee.

     For purposes of this Option, the term “continuing employment or consulting relationship” means the absence of any interruption or termination of Optionee’s employment by or consulting relationship with the Company or any Subsidiary which now exists or hereafter is organized or acquired by the Company or one of its Subsidiaries. For purposes of this Option, a director shall have served continuously as a director until such director resigns from the Board, is removed with or without cause by the Board or stockholders or fails to be re-elected as a director upon the expiration of his current term. A continuing employment or consulting relationship shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Board. In the event of Optionee’s change in status from Employee, Non-Employee Director or consultant to any other status of Employee, Non-Employee Director or consultant, this Option shall remain in effect and, except to the extent otherwise determined by

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the Board, continue to vest. Optionee shall not be deemed to have retired until termination of or retirement from his employment or consulting relationship and his membership on the Board.

     This Option may not be exercised, or if exercised no shares need be issued by the Company, unless and until the Company has obtained all necessary approvals and consents of government authorities and other persons such as lenders to the Company.

      7. Manner of Exercise. This Option shall be exercisable by a written notice which:

      (a) States the election to exercise this Option and the number of shares with respect to which it is being exercised;

      (b) Contains an undertaking to provide such information as is required, in the discretion of counsel for the Company, to determine whether an exemption from registration of such shares is available under federal and applicable state securities laws and to make such representations and warranties regarding Optionee’s investment intent as such counsel may require; and

      (c) Is signed by Optionee or other person or persons authorized to exercise this Option and, if signed by a person other than Optionee, is accompanied by appropriate evidence or proof of the authority or right of such person to exercise this Option.

     The written notice shall be accompanied by the exercise price for the total number of shares being purchased in the form permitted by the Plan; provided that, if the exercise price is not paid in cash or by check, Optionee and any third party shall comply with such procedures, and enter into such agreements of indemnity and other agreements, as the Company shall prescribe as a condition of such payment procedure.

      8. Non-Transferability. This Option may not be transferred or assigned in any manner by Optionee otherwise than by will or the laws of descent and distribution, and may be exercised only by Optionee during his lifetime.

      9. Rights as Stockholder. Optionee shall have no rights as a stockholder with respect to any shares covered by this Option, until such time as a certificate is issued to him for the shares. Except as provided in Section 10, no adjustment will be made for dividends or other rights of stockholders for which the record date is prior to the issuance of a certificate for the shares.

      10. Capital Adjustments. If all or any portion of this Option is exercised subsequent to any stock dividend, stock split, combination or exchange of shares, recapitalization, merger, consolidation, separation, reorganization or other similar transaction of or by the Company, or after a Change in Control and as a result of which shares of any class are issued with respect to outstanding shares of Common Stock or the shares of Common Stock are changed into the same or a different number of shares of the same or another class or classes of shares, Optionee will be entitled to receive, for the aggregate exercise price payable upon exercise of this Option, the

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aggregate number and class of shares equal to the number and class of shares Optionee would have had on the date of exercise had the shares been purchased for the same aggregate purchase price at the date this Option was granted and had not been disposed of, taking into consideration such stock dividend, stock split, combination or exchange of shares, recapitalization, merger, consolidation, separation, reorganization, Change in Control or other similar transaction; provided that no fractional share will be issued upon any such exercise and any such fractional share will be settled in the manner specified in the Plan.

      11. Reservation of Shares. The Company will reserve, out of its treasury shares or out of authorized but previously unissued shares, such number of the shares of its Common Stock or other class of shares as are from time to time issuable hereunder.

      12. Notices. Each notice relating to this Option will be in writing and delivered in person or by certified mail to the proper address. Each notice will be deemed to have been given on the date it is received. Notices to the Company will be mailed or delivered to it at its principal office, 10943 North Sam Houston Parkway West, Houston, Texas, 77064 Attention: Secretary. Notices to Optionee will be addressed to Optionee at his home address as reflected on the personnel records of the Company. Any party may change its address for notices under this Option by giving a notice to that effect in accordance with this Section 12.

      13. Withholding. It shall be a condition to the obligation of the Company to issue or transfer shares of stock upon exercise of this Option that Optionee pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its statutory liability to withhold the prescribed minimum amount of federal, state or local income or other taxes incurred by reason of the exercise of this Option. If the amount requested is not paid, the Company may refuse to issue or transfer shares of stock upon exercise of this Option.

      14. Benefits of Agreement. Subject to the restrictions against transfer or assignment set forth herein, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the assignee, successors in interest, personal representatives, guardians, estates, heirs, and legatees of the parties hereto (as appropriate). Except as permitted or contemplated by this Agreement, Optionee agrees that he will not hypothecate or otherwise create or suffer to exist any lien, claim, or encumbrance on this Option. Except as provided herein, this Agreement is not intended to confer any rights or benefits upon any person or entity that is not a party hereto.

      15. Resolution of Disputes. Any dispute or disagreement about the interpretation, construction or application of this Agreement will be determined by the Board. Any determination made by the Board will be final, binding and conclusive for all purposes.

      16. Stock Option Plan. This Option is granted pursuant to the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as amended from time to time. In the event of any conflict or inconsistency between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and provisions of the Plan shall be controlling.

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Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Plan. In addition, this Option is subject to any rules and regulations promulgated pursuant to the Plan, now or hereafter in effect.

      IN WITNESS WHEREOF, the Company and Optionee have caused this Agreement to be executed as of the date of grant noted above.

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