SUPPLEMENTAL BENEFIT AGREEMENT
This Supplemental Benefit Agreement (this “Agreement”), dated August 26, 2004, is by and between NCI Building
Systems, Inc. (the “Company”), and Kenneth W. Maddox (“Employee”).
The purpose of this Agreement is to provide retirement and survivor benefits to or on behalf of a member of senior
management or highly compensated Employee on the terms and conditions set forth herein to reward Employee for loyal service
to the Company and to provide an incentive to remain in the employ of the Company. The Company intends that this
Agreement shall constitute an unfunded deferred compensation arrangement for a member of a select group of senior
management or highly compensated employee for purposes of the Internal Revenue Code of 1986, as amended (the “Code”) and
of the Employee Retirement Income Security Act of 1974, as amended, and that Employee or Beneficiary shall have the status of
an unsecured general creditor of the Company in the event the Company becomes Insolvent as to this Agreement and any trust
fund that may be established by the Company, or asset identified specifically by the Company, as a reserve for the discharge of
its obligations under this Agreement. Benefits provided under this Agreement are in addition to any other benefit plans or
programs of the Company. The existence of this Agreement does not limit or otherwise affect Employee’s participation in any
other plan sponsored by the Company.
Unless the context otherwise requires, capitalized terms used herein shall have the meanings set forth below:
2.1 “Administrator” means the Company or such other person or committee as may be appointed from time to time by the
Board to administer this Agreement.
2.2 “Agreement” means this Agreement, as it may be amended from time to time.
2.3 “Beneficiary” means the Beneficiary designated in writing by Employee on Exhibit “A” hereto to receive benefits due