exv10w2
Exhibit 10.2
AMH Investment Holdings Corp.
Stock Grant Notice
2010 Stock Incentive Plan
AMH Investment Holdings Corp. (the “Company”), pursuant to the AMH Investment Holdings
Corp. 2010 Stock Incentive Plan (the “Plan”), hereby grants to the “Participant” identified
below an award (the “Award”) of that number of shares of the Company’s Common Stock set
forth below (the “Shares”). This Award is subject to all of the terms and conditions set
forth herein and in the Restricted Stock Agreement attached hereto, the Plan, the form of
Assignment Separate from Certificate, the form of Joint Escrow Instructions and the Stockholders
Agreement (collectively, the “Award Documents”), which are attached hereto (or previously
provided to Participant) and incorporated herein in their entirety. All capitalized terms not
defined in this grant notice shall have the meanings ascribed thereto in the Restricted Stock
Agreement or the Plan, as the case may be.
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Participant: |
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Dana R. Snyder |
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Grant Date: |
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June 2, 2011 |
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Number of Shares: |
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40,000 |
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Fair Market Value on Grant Date (Per Share): |
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10.00 |
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Fair Market Value on Grant Date (In Aggregate) |
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400,000 |
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Vesting Schedule:
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Subject to Participant’s continuous employment with the
Company on such date, the Shares shall vest in full on
the earliest of (i) six months from the Grant Date, (ii)
the date on which a permanent Chief Executive Officer
commences employment with the Company, or (iii) a Change
in Control (the first such occurrence, the “Vesting
Date”). If Participant’s continuous employment with the
Company ceases due to Participant’s voluntary
termination (other than at the request of the Board or
the Chairman of the Board) prior to the Vesting Date,
the Shares shall be forfeited by Participant without
payment of any consideration therefor unless the Board
determines otherwise. |
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Consideration:
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No payment is required for the Shares, although payment
may be required for the amount of any withholding taxes
due as a result of the award of, or vesting of, the
Shares, as described in the Restricted Stock Agreement. |
Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of the Award
Documents, and understands and agrees to the terms set forth in the Award Documents. Participant
further acknowledges that as of the Grant Date, the Award Documents set forth the entire
understanding between Participant and the Company regarding the acquisition of shares of the
Company’s Common Stock and supersede all prior oral and written agreements on that subject.
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| AMH Investment Holdings Corp. |
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Participant |
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By:
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/s/ Stephen Graham
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/s/ Dana R. Snyder |
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Signature
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Signature |
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Title:
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Vice President, Chief Financial Officer |
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Name:
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Stephen Graham
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Name: Dana R. Snyder |
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Attachments:
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I.
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Restricted Stock Agreement |
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II.
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Form of Assignment Separate from Certificate |
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III.
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Form of Joint Escrow Instructions |
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IV.
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Consent of Spouse |
Attachment I
Restricted Stock Agreement
AMH Investment Holdings Corp.
2010 Stock Incentive Plan
Restricted Stock Agreement
Pursuant to the provisions of the AMH Investment Holdings Corp. 2010 Stock Incentive Plan
(“Plan”), the terms of the Grant Notice (“Grant Notice”) to which this Restricted
Stock Agreement (hereinafter “Restricted Stock Agreement” or “Agreement”) is
attached and this Restricted Stock Agreement, AMH Investment Holdings Corp. (formerly known as
Carey Investment Holdings Corp.) (the “Company”) grants you that number of shares of Common
Stock indicated in the Grant Notice. Capitalized terms not defined in this Agreement or Grant
Notice but defined in the Plan shall have the same definitions as in the Plan.
The details of your Award are as follows:
The Award. The Company hereby awards to you the aggregate number of Shares of Common
Stock specified in your Grant Notice. The Shares are awarded to you in consideration for your
service to the Company as an employee, director or consultant to the Company or any of its
Affiliates.
1. Documentation. As a condition to the award of the Shares, and prior to the
receipt of share certificates by you (if such certificates are issued by the Company), you agree to
execute the Grant Notice, three (3) copies of the Assignment Separate From Certificate (with date
and number of shares blank) and the Spousal Consent substantially in the form attached to the Grant
Notice as Attachments II and IV, respectively, two (2) copies of the Joint Escrow Instructions,
substantially in the form attached to the Grant Notice as Attachment III, and to deliver the same
to the Company, along with such additional documents as the Company may require.
2. Consideration For The Award. No cash payment is required for the Shares, although
you may be required to tender payment in cash or other acceptable form of consideration for the
amount of any withholding taxes due as a result of the award of, or vesting of, the Shares.
3. Vesting. Subject to the limitations contained in this Agreement and the Plan, the
Shares will vest as provided in the Grant Notice. Vesting is contingent upon your continuous
employment with the Company or any of its Affiliates. If your continuous employment with the
Company or an Affiliate terminates prior to the vesting of all or any number of Shares for any
reason, then (i) you shall automatically forfeit any unvested Shares to the Company as of the date
of termination without any further action by the Company, and (ii) if dividends have been credited
with respect to any unvested Shares and such Shares are forfeited, all dividends credited in
connection with such forfeited Shares shall also be forfeited to the Company.
4. Number of Shares. The number of Shares subject to your Award may be adjusted from
time to time pursuant to the provisions of Section 9 of the Plan and any and all new, substituted
or additional securities to which you may be entitled under the terms of the Award shall likewise
be subject to the terms of the Plan and this Agreement.
5. Certificates. Certificates evidencing the Shares may be issued by the Company
and, if so issued, shall be registered in your name promptly after the date hereof, but shall
remain
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in the physical custody of the Company or its designee at all times prior to the vesting of
such Shares pursuant to Section 4. Alternatively, the Company, in its sole discretion, may elect
to issue the Shares in uncertificated form, in which case such Shares shall be recorded in your
name in the books and records of the Company’s transfer agent.
6. Transfer Restrictions. Shares that are received under your Award are subject to
the transfer restrictions set forth in the Plan, the Stockholders Agreement and any transfer
restrictions that may be described in the Company’s bylaws or charter in effect at the time of the
contemplated transfer. No Share may, at any time prior to becoming vested, be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by you (including, without
limitation, by operation of law) and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the Company; provided
that the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.
7. Rights as a Stockholder. You shall be the record owner of the Shares until or
unless such Shares are forfeited pursuant to Section 4 hereof or sold or otherwise disposed of, and
as record owner shall be entitled to all rights of a common stockholder of the Company, including,
without limitation, voting rights with respect to the Shares and you shall receive, when paid, any
dividends on all of the Shares granted hereunder as to which you are the record holder on the
applicable record date; provided that (i) any cash or in-kind dividends paid with respect
to the Shares which have not previously vested shall be withheld by the Company without interest
and shall be paid to you only when, and if, such Shares shall become fully vested pursuant to
Section 4, and (ii) the Shares shall be subject to the limitations on transfer and encumbrance set
forth herein. As soon as practicable following the vesting of any Shares pursuant to Section 4,
certificates for the Shares which shall have vested shall be delivered to you or your legal
guardian or representative unless the Company elects to issue the Shares in uncertificated form.
8. Securities Laws. You hereby make the following certifications and representations
with respect to the Shares:
You are aware that your investment in the Company is a speculative investment that has limited
liquidity and is subject to the risk of complete loss. You are able, without impairing your
financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of
your investment in the Shares.
You represent and warrant to the Company that you are acquiring and will hold the Shares for
investment for your account only, and not with a view to, or for resale in connection with, any
“distribution” of the Shares within the meaning of the Securities Act or the similar laws of any
state or foreign jurisdiction.
You understand that the Shares have not been registered under the Securities Act, the Exchange
Act, or under the similar laws of any state or foreign jurisdiction (collectively, “Applicable
Securities Laws”) by reason of a specific exemption therefrom and that the Shares must be held
indefinitely, unless they are subsequently registered under the Applicable Securities Laws or you
obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel)
that registration is not required.
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You acknowledge that the Company is under no obligation to register the Shares under
Applicable Securities Laws.
You are aware of the adoption of Rule 144 by the Securities and Exchange Commission under the
Securities Act, which permits limited public resales of securities acquired in a non-public
offering, subject to the satisfaction of certain conditions. These conditions may include (without
limitation) that certain current public information about the issuer is available, that the resale
occurs only after the holding period required by Rule 144 has been satisfied, that the sale occurs
through an unsolicited “broker’s transaction” and that the amount of securities being sold during
any three-month period does not exceed specified limitations. You understand that the conditions
for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to
satisfy these conditions in the foreseeable future.
You will not sell, transfer or otherwise dispose of the Shares in violation of the Plan, the
agreement under which your right to acquire the Shares was granted, Applicable Securities Laws, or
the rules promulgated thereunder, including Rule 144 under the Securities Act.
You acknowledge that you have received and had access to such information as you consider
necessary or appropriate for deciding whether to invest in the Shares and that you had an
opportunity to ask questions and receive answers from the Company regarding the terms and
conditions of the issuance of the Shares.
You acknowledge that the Shares will be subject to certain encumbrances, including, but not
limited to, drag along rights in favor of certain stockholders of the Company, repurchase rights in
favor of the Company, limitations on transfer, and other encumbrances set forth in the Plan, the
Restricted Stock Agreement, the Stockholders Agreement, other applicable agreements and/or
described in the Company’s bylaws or certificate of incorporation in effect at such time as the
Company or such other person elects to exercise its or his right.
You acknowledge that you are acquiring the Shares subject to all other terms of the Plan, the
Grant Notice, the Restricted Stock Agreement and the Stockholders Agreement.
You agree that prior to the effectiveness of the first underwritten registration of the
Company’s or its Affiliate’s equity securities under the Securities Act, you will not transfer any
or all of the Shares unless pursuant to an exception provided in the Plan, the Restricted Stock
Agreement or the Stockholders Agreement.
You further agree to make or enter into such other written representations, warranties and
agreements as the Committee may reasonably request in order to comply with Applicable Securities
Laws or with this Agreement.
9. Market Standoff. You agree that the Company (or a representative of the
underwriters) may, in connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, require that you not sell, dispose of,
transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale, any shares of Common Stock or other
securities of the Company held by you under the Award, for a period of time specified by the
underwriter(s) (not to exceed approximately two hundred fourteen (214) days) following the
effective date of the registration statement of the Company filed under the Securities Act. You
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further agree to execute and deliver such other agreements as may be reasonably requested by
the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary
to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Shares until the end of such period. In addition,
Shares that are received under your Award are subject to the transfer restrictions set forth in the
Plan and any transfer restrictions that may be described in the Company’s bylaws or charter in
effect at the time of the contemplated transfer.
10. Legends on Certificates. The certificates representing the vested Shares
delivered to you or registered in your name, as the case may be, as contemplated by Section 8 above
shall be subject to such stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable
Federal or state laws, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions. All certificates representing the
Award shall have affixed thereto a legend in substantially the following form, or such other form
as approved by the Committee, in addition to any other legends that may be required under federal
or state securities laws:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER SET FORTH IN THE AMH INVESTMENT HOLDINGS CORP. 2010 STOCK INCENTIVE PLAN, A
CERTAIN RESTRICTED STOCK AWARD AGREEMENT BETWEEN AMH INVESTMENT HOLDINGS CORP. (THE
“COMPANY”) AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR
IN INTEREST), AND THE COMPANY’S STOCKHOLDERS AGREEMENT, AS AMENDED FROM TIME TO
TIME, WHICH PLAN AND AGREEMENTS ARE BINDING UPON ANY AND ALL OWNERS OF ANY INTEREST
IN SAID SHARES. SAID PLAN AND AGREEMENTS ARE AVAILABLE FOR INSPECTION WITHOUT
CHARGE AT THE PRINCIPAL OFFICE OF AMH INVESTMENT HOLDINGS CORP. AND COPIES THEREOF
WILL BE FURNISHED WITHOUT CHARGE TO ANY OWNER OF SAID SHARES UPON REQUEST.
11. Award Not A Service Contract. Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation
on your part to continue to serve as an employee, director or consultant to the Company or any of
its Affiliates. In addition, nothing in your Award shall obligate the Company or any Affiliate,
their respective stockholders, boards of directors, officers or employees to continue any
relationship that you might have as an employee, director or consultant or as any other type of
service provider for the Company or any Affiliate. Neither you nor any other person shall have any
claim to be granted any additional Award and there is no obligation under the Plan for uniformity
of treatment of holders or beneficiaries of Awards. The terms and conditions of the Award granted
hereunder or any other Award granted under the Plan (or otherwise) and the Committee’s
determinations and interpretations with respect thereto and/or with respect to you and any
recipient of an Award under the Plan need not be the same (whether or not you and any such other
recipient are similarly situated).
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12. Withholding Obligations.
(a) At the time your Award is made, or at any time thereafter as requested by the Company, you
hereby authorize the Company to satisfy its withholding obligations, if any, from payroll or any
other amounts payable to you, and you further agree to make adequate provision for any sums
required to satisfy the federal, state, local and foreign tax withholding obligations of the
Company, if any, which arise in connection with your Award, to the maximum extent permitted by law.
Notwithstanding the foregoing, you may satisfy such tax withholding obligations by requesting that
the Company cancel on the Vesting Date (or, if you make the election described in Section 13 below,
such earlier date on which such tax withholding obligations arise) that number of Shares subject to
the Award having an aggregate Fair Market Value equal to (but not exceeding) the minimum amount
required to be withheld (and, in consideration of the cancellation of such Shares, the Company will
pay the applicable tax withholding on your behalf).
(b) Unless the tax withholding obligations of the Company, if any, are satisfied, the Company
shall have no obligation to issue a certificate for such Shares or release such Shares from any
escrow provided for herein.
13. Tax Consequences. You acknowledge that you have had the opportunity to review
with your own tax advisors the federal, state, local and/or foreign tax consequences of the
transactions contemplated by this Agreement. You further acknowledge that you are relying solely
on such advisors and not on any statements of the Company or any of its agents. You understand
that you (and not the Company) shall be responsible for your personal tax liability that may arise
as a result of the transactions contemplated by this Agreement. You further understand that it may
be beneficial in certain circumstances to elect to be taxed as of the Grant Date rather than when
the Shares vest by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as
amended (the “Code”) with the Internal Revenue Service within 30 days from the Grant Date.
YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION
UNDER SECTION 83(b) OF THE CODE, EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE
THIS FILING ON YOUR BEHALF. You acknowledge that nothing in this Agreement constitutes tax advice.
14. Notices. Any notices provided for in your Award or the Plan shall be given in
writing and shall be delivered by hand or sent by Federal Express, certified or registered mail,
return receipt requested, postage prepaid, and shall be deemed effectively given upon receipt or,
in the case of notices delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided to the Company.
15. Miscellaneous.
(a) You agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or intent of this
Award.
(b) You may file with the Committee a written designation of a beneficiary on such form as may
be prescribed by the Committee and may, from time-to-time, amend or revoke
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such designation. If no designated beneficiary survives you, your estate shall be deemed to
be your beneficiary.
(c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully
understand all provisions of your Award.
(d) The waiver by either party of compliance with any provision of the Award by the other
party shall not operate or be construed as a waiver of any other provision of the Award, or of any
subsequent breach by such party of a provision of the Award.
(e) The terms of this Agreement shall be binding upon and inure to the benefit of the Company
and its successors and assigns, and shall be binding on you and your beneficiaries, executors,
administrators, heirs and successors.
(f) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and each other provision of
this Agreement shall be severable and enforceable to the extent permitted by law.
(g) This Agreement shall be governed in all respects by the laws of the State of Delaware,
without regard to conflicts of laws principles thereof.
(h) This Agreement may be signed in counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same instrument.
16. Governing Plan Document and Entire Agreement. Your Award is subject to all
interpretations, amendments, rules and regulations that may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of the Plan and
any other document, the provisions of the Plan shall control. This Agreement, the Plan and the
Stockholders Agreement contain the entire agreement and understanding of the parties hereto with
respect to the subject matter contained herein and supersede all prior communications,
representations and negotiations in respect thereto. No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and signed by the parties
hereto.
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Attachment II
Form of Assignment Separate from Certificate
ASSIGNMENT SEPARATE FROM CERTIFICATE
For Value Received and pursuant to that certain Grant Notice and Restricted Stock
Agreement dated ___________________, between AMH Investment Holdings Corp., a Delaware corporation
(formerly known as Carey Investment Holdings Corp.) and the undersigned, Dana R. Snyder, hereby
sells, assigns and transfers unto AMH Investment Holdings Corp., a Delaware corporation
(“Assignee”), ____________________ (___________) shares of the Common Stock of AMH
Investment Holdings Corp. (“Shares”), standing in the undersigned’s name on the books of
said corporation represented by Certificate No. _______ herewith and do hereby irrevocably
constitute and appoint __________________________ as attorney-in-fact to transfer the said stock on
the books of the within named issuer with full power of substitution in the premises. This
Assignment may be used only in accordance with and subject to the terms and conditions of the
Restricted Stock Agreement, the Plan and the Stockholders Agreement, in connection with the
reacquisition or transfer of the Shares issued to the undersigned pursuant to the Restricted Stock
Agreement, and only to the extent that such Shares remain subject to the Assignee’s rights to
acquire the Shares and other restrictions applicable under the Restricted Stock Agreement, the Plan
and the Stockholders Agreement. Capitalized terms not defined herein shall have the meanings
assigned thereto pursuant to such Restricted Stock Agreement.
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Dated: |
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Signature:
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Print Name: |
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[Instruction: Please do not fill in any blanks other than signing on the signature line and
printing your name beneath it. The purpose of this Assignment is to enable the Company to
administer its rights set forth in the Restricted Stock Agreement, the Plan and the Stockholders
Agreement without requiring additional signatures on your part.]
Attachment III
Joint Escrow Instructions
Joint Escrow Instructions
June 2, 2011
AMH Investment Holdings Corp.
c/o Associated Materials, LLC
3773 State Road
Cuyahoga Falls, Ohio 44223
Dear Sir/Madam:
As Escrow Agent for both AMH Investment Holdings Corp. (the “Company”), and the
undersigned recipient of stock of the Company (“Recipient”), you are hereby authorized and
directed to hold the documents delivered to you pursuant to the terms of the “Plan” and “Restricted
Stock Agreement” (as referenced in the Grant Notice which this document is attached), in accordance
with the following instructions:
1. In the event Recipient ceases to render services as an employee, director or consultant to the
Company or an Affiliate during the vesting period(s) set forth in the Grant Notice to which this
document is attached, the Company or its assignee will give to Recipient and you a written notice
specifying that the Shares of stock that are unvested at the time of such termination of service
shall be forfeited by Recipient and transferred to the Company, including any unpaid dividends
(whether in the form of cash or stock) relating to such unvested Shares. Recipient and the Company
hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.
At the closing, you are directed (a) to date any stock assignments necessary for the transfer
in question, (b) to fill in the number of Shares being transferred, and (c) to deliver same,
together with the certificate evidencing the Shares of stock to be transferred, to the Company.
2. In the event that all applicable restrictions lapse, and when certain requirements are
satisfied, the Company or its assignee will give to Recipient and you a written notice specifying
that the appropriate number of Shares shall be transferred to the Recipient along with any cash or
in-kind dividends declared subsequent to the date hereof and which relate to such Shares.
Recipient and the Company hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said notice.
At the closing, you are directed to deliver a certificate evidencing the appropriate number of
Shares, together with any cash or in-kind dividends declared subsequent to the date hereof and
which relate to such Shares, to the Recipient.
3. In the event that (i) certain stockholders of the Company exercise their drag-along rights, (ii)
the Company exercises its repurchase rights, (iii) the Company exercises its rights to require that
the Shares be contributed to a trust, or (iv) the Company or any other person exercises other
contractual rights applicable to the Shares and in effect as of the date hereof, the Company or its
assignee will give to Recipient and you a written notice specifying that the Shares of stock shall
be transferred as described in the Plan, the number of Shares that shall be transferred, the
Recipient’s Restricted Stock Agreement or other applicable governing documents. Recipient and the
Company hereby irrevocably authorize and direct you to close the transaction contemplated by such
notice in accordance with the terms of said notice.
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At the closing, you are directed (a) to date any stock assignments necessary for the transfer
in question, (b) to fill in the number of Shares being transferred and (c) to deliver same,
together with the certificate evidencing the Shares of stock to be transferred, to the Company or
other proper transferee.
4. Recipient irrevocably authorizes the Company to deposit with you any certificates evidencing
Shares of stock to be held by you hereunder and any additions and substitutions to said Shares as
specified in the Grant Notice or the Restricted Stock Agreement. Recipient does hereby irrevocably
constitute and appoint you as Recipient’s attorney-in-fact and agent for the term of this escrow to
execute with respect to such securities and other property all documents of assignment and/or
transfer and all stock certificates necessary or appropriate to make all securities negotiable and
to complete any transaction herein contemplated.
5. This escrow shall terminate upon the date on which all contractual restrictions or requirements
set forth in the Plan or in the documents evidencing the restrictions applicable to the Shares
lapse or are satisfied as determined by the Company.
6. If at the time of termination of this escrow you should have in your possession any documents,
securities, or other property belonging to Recipient, you shall deliver all of same to any pledge
entitled thereto (if any) or, if none, to Recipient and shall be discharged of all further
obligations hereunder.
7. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by
all of the parties hereto.
8. You shall be obligated only for the performance of such duties as are specifically set forth
herein and may rely and 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 or their assignees. 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 Recipient 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.
9. You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, 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 of any court, you
shall not be liable to any of the parties hereto or to any other person, firm or corporation 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.
10. You shall not be liable in any respect on account of the identity, authority or rights of the
parties executing or delivering or purporting to execute or deliver the Grant Notice or any
documents or papers deposited or called for hereunder.
11. You shall not be liable for the outlawing of any rights under any statute of limitations with
respect to these Joint Escrow Instructions or any documents deposited with you.
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12. You shall be entitled to employ such legal counsel, including but not limited to Simpson
Thacher & Bartlett LLP, and other experts as you may deem necessary to advise you in connection
with your obligations hereunder, and you may rely upon the advice of such counsel, and may pay such
counsel reasonable compensation for such advice.
13. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Escrow
Agent of the Company or if you shall resign by written notice to each party. In the event of any
such termination, the Company may appoint any officer or assistant officer of the Company as
successor Escrow Agent and Recipient hereby confirms the appointment of such successor or
successors as his attorney-in-fact and agent to the full extent of your appointment.
14. If you reasonably require other or further instruments in connection with these Joint Escrow
Instructions or obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.
15. It is understood and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the documents, securities or other property held by you
hereunder you may (but are not obligated to) retain in your possession without liability to anyone
all or any part of said documents, securities or other 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.
16. Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States mail (or upon deposit
with another delivery service), with postage and fees prepaid, addressed to each of the other
parties hereunto entitled at the following addresses, or at such other addresses as a party may
designate by ten (10) days’ written notice to each of the other parties hereto:
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THE COMPANY:
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AMH Investment Holdings Corp. |
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3773 State Rd. |
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Cuyahoga Falls, Ohio 44223 |
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Attn: Ms. Cyndi Sobe |
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RECIPIENT:
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Mr. Dana R. Snyder |
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11137 Harbor Estates Circle |
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Fort Myers, Florida 33908 |
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ESCROW AGENT:
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AMH Investment Holdings Corp. |
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3773 State Rd. |
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Cuyahoga Falls, Ohio 44223 |
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Attn: Ms. Cyndi Sobe |
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17. By signing these Joint Escrow Instructions you become a party hereto only for the purpose of
said Joint Escrow Instructions; you do not become a party to the Notice of Exercise.
18. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. It is understood and agreed that references to “you”
or “your” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It
is understood and agreed that the Company may at any time or from time to time assign its rights
under the Restricted Stock Agreement, the Notice of Exercise and these Joint Escrow Instructions in
whole or in part.
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Very truly yours, |
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AMH Investment Holdings Corp. |
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By:
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/s/ Stephen Graham |
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Name: Stephen Graham |
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Title: Vice President, Chief Financial Officer |
Escrow Agent:
[Recipient’s signature page to follow.]
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Recipient |
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[signature] |
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[print name] |
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STATE OF |
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ss.:
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COUNTY OF |
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On the _____ day of _____________ before me personally came to me known and know to me to be the
individual described in, and who executed the foregoing instrument, and (s)he acknowledged to me
that (s)he executed the same.
My term expires:
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Attachment IV
Consent of Spouse
Consent of Spouse
I, ___________________, spouse of Dana R. Snyder, have read and approve the foregoing Grant
Notice (the “Notice”), and all documents attached thereto. In consideration of the
issuance to my spouse of shares of AMH Investment Holdings Corp., pursuant to the terms and
conditions set forth in the Notice, I hereby appoint my spouse as my attorney-in-fact in respect to
the exercise of any rights under the Notice and agree to be bound by the provisions of the Notice
insofar as I may have any rights in said Notice and any shares granted pursuant thereto under the
community property laws or similar laws relating to marital property in effect in the state of our
residence as of the date of the signing of the foregoing Notice. I have signed this consent
outside of the State of New York.
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Dated: |
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[signature] |
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[print name] |
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STATE OF
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COUNTY OF
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On the _____ day of _____________ before me personally came to me known and know to me to be the
individual described in, and who executed the foregoing instrument, and (s)he acknowledged to me
that (s)he executed the same.
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Notary Public |
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My term expires: |
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