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

October 1, 2006
Date of Report (Date of earliest event reported)

ASSOCIATED MATERIALS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

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

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

(330) 929-1811
(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed in a Current Report on Form 8-K filed by Associated Materials Incorporated (the “Company”) on August 23, 2006, Dana R. Snyder, who had served as the Company’s Interim President and Chief Executive Officer since July 1, 2006, was succeeded as the Company’s President and Chief Executive Officer by Thomas N. Chieffe on October 2, 2006. In connection with the termination of Mr. Snyder’s employment as the Company’s Interim President and Chief Executive Officer, on October 1, 2006, Associated Materials Incorporated (the “Company”) entered into an Agreement and General Release (the “Separation Agreement”) with Mr. Snyder. Under the terms of the Separation Agreement, Mr. Snyder’s employment with the Company terminated on October 1, 2006 (the “Termination Date”). Mr. Snyder will continue to serve as a Director on the Company’s Board of Directors.

Under the terms of the Separation Agreement, Mr. Snyder will receive severance payments in the amount of one thousand dollars ($1,000) per month for a period until the earlier of (1) Mr. Snyder no longer serving as a member of the Company’s Board of Directors, or (2) Mr. Snyder reaching sixty-five (65) years of age (the “Severance Period”). The Company will continue to provide Mr. Snyder with the medical and dental benefits he currently receives throughout the Severance Period, at the same rate of employee and Company shared costs of such coverage as are in effect from time to time for active employees of the Company. A copy of the Separation Agreement, dated as of October 1, 2006, by and between the Company and Mr. Snyder is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Subsequent to the Separation Agreement, on October 2, 2006, Associated Materials Incorporated entered into an Independent Consultant Agreement (the “Consultant Agreement”) with Mr. Snyder. Under the terms of the Consultant Agreement, Mr. Snyder will provide various services to the Company including advice on commercial and market strategies as well as product positioning. Mr. Snyder will be compensated $25,000 per month as well as reimbursed for travel related expenses, but will not be entitled to receive any other benefits that are applicable to the Company’s employees. The Consultant Agreement will be in effect for sixty days and is extendable by mutual consent between Mr. Snyder and the Company for additional thirty day periods. A copy of the Consultant Agreement, dated as of October 2, 2006, by and between the Company and Mr. Snyder is attached as Exhibit 10.2 hereto and incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement

In connection with the termination of Mr. Snyder’s employment as the Company’s Interim President and Chief Executive Officer, the Employment Agreement, effective as of July 1, 2006, by and between the Company and Mr. Snyder was terminated on October 1, 2006.

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Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description of Document
10.1	Agreement and General Release by and between Dana R. Snyder and Associated Materials Incorporated, dated October 1, 2006.
10.2	Independent Consultant Agreement by and between Dana R. Snyder and Associated Materials Incorporated, dated October 2, 2006.

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Exhibit Index

Exhibit No.	Description
10.1	Agreement and General Release by and between Dana R. Snyder and Associated Materials Incorporated, dated October 1, 2006.
10.2	Independent Consultant Agreement by and between Dana R. Snyder and Associated Materials Incorporated, dated October 2, 2006.

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SIGNATURE

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

	ASSOCIATED MATERIALS INCORPORATED
DATE: October 2, 2006	By:	/s/ D. Keith LaVanway
		D. Keith LaVanway Vice President — Finance, Chief Financial Officer, Treasurer and Secretary

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EX-10.1

Exhibit 10.1

AGREEMENT AND GENERAL RELEASE

     This Agreement and General Release is made and entered into by and between Dana R. Snyder (hereinafter referred to as “Employee”) and Associated Materials Incorporated (hereinafter referred to as “Company”).

WITNESSETH:

     WHEREAS, Employee was employed by Company on July 1, 2006 and his employment is terminated effective October 1, 2006;

     WHEREAS, Employee and Company desire to settle fully and finally all differences between them, including, but in no way limited to, any differences that might arise out of Employee’s employment with Company;

NOW THEREFORE, in consideration of the mutual promises herein contained,

     It is agreed as follows:

     First: The Company will pay Employee severance pay in the amount of one thousand dollars ($1,000) per month for a period until the earlier of (1) Employee no longer serves as a member of the Company’s Board of Directors, or (2) Employee reaches sixty-five (65) years of age.

     Second: The Company will continue Employee’s coverage under the Company medical, and dental insurance program, as it may be amended and provided by law, through the period of severance pay, as provided in the First paragraph above. Upon termination of medical and dental coverage, the Employee will be offered COBRA coverage as provided by law.

     Third: Employee agrees that he will continue to cooperate with the Company and will make himself available as his services are needed by the Company. As Employee’s services are needed by the Company the Employee will be reimbursed for his reasonable expenses.

     Fourth: Employee understands and agrees that effective October 2, 2006, he is no longer authorized to incur any expenses or obligations or liabilities on behalf of the Company, unless specifically authorized.

     Fifth: Employee agrees that in the course of his employment with the Company he has acquired certain confidential Company information. Employee understands and agrees that such Company information has been disclosed to Employee in confidence and for Company use only. Employee understands and agrees that he (i) will keep such Company information confidential at all times during and after his employment with the Company, (ii) will not disclose or communicate Company information to any third party, and (iii) will not make use of Company information on Employee’s own behalf, or on behalf of any third party. In view of the nature of Employee’s employment and the

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Exhibit 10.1

nature of the Company information which Employee has received during the course of his employment, Employee agrees that any unauthorized disclosure to third parties of Company information or other violation or threatened violation of this Agreement would cause irreparable damage to the trade secret status of Company information and to Company and that, therefore, the Company shall be entitled to an injunction prohibiting Employee from any such disclosure, attempted disclosure, violation, or threatened violation. When Company information becomes generally available to the public other than by Employee’s acts or omissions, it is no longer subject to the restrictions in this paragraph. However, Company information shall not be deemed to come under this exception merely because it is embraced by more general information which is or becomes generally available to the public.

     Sixth: It is agreed that the benefits contained in this Agreement and General Release which flow to Employee from Company are subject to termination, reduction or cancellation in the event that Employee takes any action or engages in any conduct in violation of this Agreement.

     Seventh: Moreover, the provisions of this Agreement are severable, and if any part of it is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable.

     Eighth: Employee agrees that he will make no disparaging or derogatory remarks or statements, oral or written, about the Company, employees of the Company or the Company’s business to any person.

     Ninth: Employee understands and agrees that he fully understands his right to consult with his private attorney and to discuss all aspects of this Agreement with his private attorney, that to the extent, if any, that he desired, he has availed himself to this right, that he has carefully read and fully understands all of the provisions of this Agreement and General Release, and that he voluntarily entering this Agreement and General Release.

     Tenth: As a material inducement to the Company to enter into this Agreement and General Release, except as provided in the Fourteenth Paragraph, Employee hereby irrevocably and unconditionally releases, acquits and forever discharges Company and each of company’s owners, stockholders, predecessors, successors, assigns, agents, insurers, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates (and agents, directors, officers, employees, representatives and attorneys of such parent companies, divisions, subsidiaries and affiliates), and all persons acting by, through under or in concert with any of them (collectively “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes or action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights under federal, state or local laws prohibit age, race, sex, handicap, or rights or claims arising under the Age Discrimination in Employment Act (ADEA) or other forms of discrimination, claims growing out of any legal restrictions on Company’s rights to

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Exhibit 10.1

terminate its employees, workers’ compensation claims, (“Claim” or “Claims”), which Employee now has, owns or holds, or claims to have, own or hold, or which Employee at any time heretofore had, owned or held, or claimed to have, own or hold, against each of any of the Releases.

     Eleventh: This Agreement and General Release shall not in any way be construed as an admission by the Company that it has acted wrongfully with respect to employee or any other person, or that Employee has any rights whatsoever against Company and Company specifically disclaims any liability to or wrongful acts against Employee or any other person, on the part of itself, its employees or its agents.

     Twelfth: Employee represents that he has not filed any complaints, charges or lawsuits against the Company with any government agency or any court and that he will not hereafter file any complaints, charges or lawsuits with any governmental agency or any court against the Company, its agents, employees, officers, directors, successors and assigns, provided, however, this shall neither limit an Employee from filing a lawsuit for the sole purpose of enforcing Employee’s rights under this Agreement and General Release nor affect an Employee’s right to file a charge or complaint with the Equal Employment Opportunity Commission (EEOC) alleging a violation of Age Discrimination in Employment Act or challenging the validity of this Agreement.

     Thirteenth: Employee agrees not to seek or accept any further benefit or consideration, including reinstatement, back pay, or attorney’s fees, or any additional money with respect to his employment or separation of his employment from the Company. The Employee further agrees that in the event he breaks the promises he has made in this Agreement, the Employee shall return all money received under this agreement. The Company may also recover its attorney fees and costs resulting from collecting this money, or enforcing any promise made by the Employee in this Agreement, or defending any claim or action resulting from the Employee’s breaking of his promises or this release or any other obligation set fourth in this Agreement.

     Fourteenth: Employee understands that he has twenty-one (21) days from the date of the Company’s final offer to consider the herein Agreement and further Employee understands that material changes to the final offer restart the running of the twenty-one (21) day consideration period. The Employee and the Company agree however that material or immaterial changes to the Company’s final offer do not restart the running of the twenty-one (21) day period and further Employee agrees to waive the said twenty-one (21) day period, and said waiver is knowing and voluntary and is not induced by fraud, misrepresentation or threat by the Company to withdraw or alter the final offer prior to the expiration of the twenty-one (21) day period.

     This Agreement and General Release sets forth the entire agreement between the parties hereto concerning the subject matter hereof, and fully supersedes any prior arrangements or understandings between the parties hereto pertaining to the subject matter hereof.

     The Employee states that he has been given a consideration period, as set forth in this paragraph, to consider this Agreement and understands that he has seven days following the execution of the Agreement to revoke said Agreement. Said revocation, if

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Exhibit 10.1

exercised, must be in writing and be received by the Company prior to the expiration of the seven-day period.

     PLEASE READ CAREFULLY. THIS AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

	Associated Materials Incorporated
BY:	/s/ John F. Haumesser
	John F. Haumesser
	Vice President, Human Resources
Date:	October 1, 2006
Signed and Accepted:	/s/ Dana R. Snyder
	Dana R. Snyder
Date:	October 1, 2006

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EX-10.2

Exhibit 10.2

Independent Consultant Agreement

     This Agreement made as of this 2^nd day of October 2006, between Dana Snyder, (Consultant), and Associated Materials Incorporated, (AMI). AMI hereby retains Consultant on the following terms and conditions:

     1. Consultant, as an independent contractor, shall provide to AMI advise and counsel on commercial and market strategies, product positioning as well as other similar and appurtenant services as may be requested by AMI.

     2. Consultant will be paid a fee of twenty-five thousand dollars ($25,000.00) monthly during the term of this Agreement. Such payments shall be made to the firm of DRS Consulting, Inc. In addition, Consultant will be reimbursed for reasonable travel expenses.

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

     4. Consultant agrees that as an independent contractor he shall not be entitled to any benefits applicable to AMI 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 his 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 us.

All records and copies of records relating to AMI’s operations and business made or received by Consultant during the period of this agreement are and shall be AMI’s property exclusively, and Consultant shall keep the same at all times in his custody and subject to his control, and shall surrender the same at the termination of this agreement if not before.

     6. This agreement shall be effective as of October 2, 2006 and shall continue for sixty (60) days. This agreement can be extended by mutual agreement between Consultant and AMI 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 Incorporated.
BY:	/s/ Dana R. Snyder	BY:	/s/ D. Keith LaVanway
	Dana R. Snyder		D. Keith LaVanway, Vice President/CFO
Date:	October 2, 2006	Date:	October 2, 2006

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