EXHIBIT 10.8 (c)
THIS AGREEMENT, made as of January 1, 2002, between Mr. James Gosa, (the "Employee") and American
Woodmark Corporation, a Virginia corporation (the "Company").
WHEREAS, the Company desires to assure that it will have the benefit of the continued service and experience
of the Employee, who is an integral part of the Company's senior management, and the Employee is willing to
enter into an agreement to such end upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties
agree as follows:
1. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment
upon and agrees to the terms and conditions set forth herein.
2. Term. The term of employment under this Agreement (the "Term") shall commence upon execution of this
Agreement by both parties and end on December 31, 2003; provided, however, that beginning on January 1,
2003, and each January 1 thereafter, the Term of this Agreement shall automatically be extended for one
additional calendar year unless, on or before November 1 of the preceding year, either party gives notice that
employment under this Agreement will not be so extended; and further provided that if a Change of Control (as
defined below) occurs during the original or extended term of this Agreement, this Agreement shall
continue in effect for a period of 24 months beyond the month in which the Change of Control occurred.
Notwithstanding the foregoing, as provided in Section 7(c), this Agreement shall terminate immediately upon the
Employee's death, disability or retirement, or if the Employee voluntarily terminates his employment under
circumstances to which Section 7(d) does not apply.
a. Salary. During the Employee's employment hereunder, the Company shall pay the Employee for all services
rendered by the Employee a base salary at an annual rate of at least $500,000, with upw