rsuservicegrantletter0613.htm

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

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

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

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

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

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

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

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

(i)

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

(ii)

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

III.

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

VI.

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

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

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

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

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

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

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

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