Exhibit 10.8 (a)
AMERICAN WOODMARK CORPORATION
FISCAL YEAR 1997
ANNUAL INCENTIVE PLAN FOR THE CHAIRMAN OF THE BOARD
AND THE PRESIDENT/CEO
I. THE OBJECTIVES OF THE ANNUAL INCENTIVE PLAN ARE THREEFOLD:
A. Provide an incentive which will encourage and reward outstanding individual performance;
B. Help align the personal goals of the individual with the overall goals and objectives of American Woodmark
and the stockholders of American Woodmark; and
C. Together with base pay and long-term incentive programs, provide a compensation package, in both form and
total value, which is equal to or better than opportunities offered in the competitive marketplace for similar
performance in similar positions.
II. ELIGIBILITY FOR PARTICIPATION IN THE ANNUAL INCENTIVE PROGRAM
The Chairman and President/CEO of the Company. Eligible participants must be employed by the Company on
April 30, 1997. All calculations will be reduced on a pro-rated basis for eligible participants not employed as of
May 1, 1996.
III. DETERMINATION OF ANNUAL INCENTIVE PAYOUT
A. Determination of the payout will be based on one component:
1. Zero to 65% of base salary on April 30, 1997 as determined by income achievement versus predetermined
goals. Net income will be the audited amount as listed in the Company's Annual Report for fiscal 1998.
2. Zero to 45% of base salary on April 30, 1997 as determined by cash flow achievement versus predetermined
goals. Cash flow will be calculated from the audited Financial Statements for fiscal 1997, and is defined as Net
Cash Provided by Operating Activities less the Net Cash Used by Investing Activities as listed in the Statement
of Cash Flows in the Company's Annual Report.
B. No payments will be made on the Annual Incentive Plan unless the Company reports a net profit for the fiscal