8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2009

ASSOCIATED MATERIALS, LLC
(Exact name of registrant as specified in its charter)

Delaware	000-24956	75-1872487
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3773 State Road Cuyahoga Falls, Ohio	44223
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (330) 929-1811

NONE

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

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

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

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

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

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

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On June 26, 2009, Associated Materials, LLC (the “Company”) entered into an Independent Consulting Agreement (the “Consulting Agreement”) with Cynthia L. Sobe, related to the transition of her responsibilities as Vice President - Chief Financial Officer, Treasurer and Secretary to Stephen E. Graham, in connection with her previously announced resignation from that office.

The Consulting Agreement provides for payment to Ms. Sobe of $10,000 monthly for up to three days of work per calendar month, plus $150 per hour for any additional work. The Consulting Agreement has a term of 90 days, effective as of July 1, 2009, and can be extended by mutual agreement between the Company and Ms. Sobe for additional 30-day periods.

The foregoing description of the terms and conditions of the Consulting Agreement is qualified in its entirety by reference to such document, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 5.02.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.
 

Exhibit
No.	Description
10.1	Independent Consulting Agreement between Cynthia L. Sobe and Associated Materials, LLC, dated June 26, 2009.

SIGNATURES

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

	ASSOCIATED MATERIALS, LLC
	(Registrant)
	By:	/s/ Thomas N. Chieffe
		Thomas N. Chieffe President and Chief Executive Officer
Date: July 2, 2009

Exhibit Index

Exhibit
No.	Description
10.1	Independent Consulting Agreement between Cynthia L. Sobe and Associated Materials, LLC, dated June 26, 2009.

EX-10.1

Exhibit 10.1

Independent Consultant Agreement

This Agreement made as of this 1^st day of July 2009, between Cynthia Sobe, (Consultant), and Associated Materials, LLC, (Associated). Associated hereby retains Consultant on the following terms and conditions:

1. Consultant, as an independent contractor, shall provide to Associated advice and counsel on a range of financial matters as well as other similar services as may be requested by Associated.

2. Consultant will be paid a fee of ten thousand dollars ($10,000.00) monthly for up to three (3) days of work per month during the term of this Agreement. Should Consultant be needed for work in excess of (3) days in any calendar month, Consultant will be paid at a rate of one hundred fifty ($150) dollars per hour for all such hours. In addition, Consultant will be reimbursed for reasonable travel expenses.

3. Consultant agrees to be available as needed by Associated during the term of this Agreement.

4. Consultant agrees that as an independent contractor she shall not be entitled to any benefits applicable to Associated employees, and shall have sole responsibility for the payment of all applicable governmental taxes including Federal, State and local income taxes and for all employment and disability insurance, Social Security and other similar taxes.

5. The information and knowledge acquired by Consultant in connection with or as a result of her services hereunder, shall be regarded as confidential and Consultant shall not use, nor disclose any such information, knowledge or trade secrets to any person either during or after the period of this agreement, except as otherwise authorized by Associated. All records and copies of records relating to Associated’s operations and business made or received by Consultant during the period of this agreement are and shall be Associated’s property exclusively, and Consultant shall keep the same at all times in his custody and subject to her control, and shall surrender the same at the termination of this agreement if not before.

6. This agreement shall be effective as of July 1, 2009 and shall continue for ninety (90) days. This agreement can be extended by mutual agreement between Consultant and Associated for additional thirty (30) day periods.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written.

		Associated Materials, LLC
BY:	/s/ Cynthia Sobe	BY:	/s/ John Haumesser
	Cynthia Sobe		John Haumesser Vice President, HR
Date:	6/26/2009	Date:	6/26/2009