Executive Employment Agreement, by and between JELD-WEN UK Limited and Peter Maxwell, dated February 1, 2018

Exhibit 10.39

DATED    FEBRUARY 1, 2018

SERVICE AGREEMENT dated                                        2017

“the Board” means the board of directors of the Company for the time being;

“Cause” has the meaning given in Schedule 1 of this Agreement;

“Change in Control” has the meaning given in Schedule 1 of this Agreement;

“CIC Qualifying Termination” means a Qualifying Termination which occurs on or after a Change in Control;

“the Commencement Date” means February 1, 2018;

“Group” means the Company, any holding company and any subsidiary company (from time to time) of the Company (wherever incorporated or established) and any subsidiary of any such holding company, and “Group Company” shall be construed accordingly. The expressions “holding company” and “subsidiary” in relation to a company mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee; and

“Non-CIC Qualifying Termination” means a Qualifying Termination which occurs prior to a Change in Control;

“Qualifying Termination” means termination of your employment by the Company other than where (i) the Company terminates your employment pursuant to clause 13.1 of this Agreement; or (ii) the Company terminates your employment by reason of Cause (or in circumstances involving Cause).

(a)    cease, or appear in the Company’s belief to have ceased, to be entitled to be lawfully employed by the Company in the UK;

(b)    fail to provide upon request documents to demonstrate that he is entitled to be lawfully employed by the Company in the UK; or

(c)    not provide the Company with such information, assistance or documents as it may specify in relation to any application relating to the Executive’s lawful employment in the UK,

the Company may terminate the Executive’s employment without notice and without compensation or payment in lieu of notice.

(a)    hold such offices as a director or secretary or officer in the Company or any other Group Company as the Board may from time to time require;

(b)    if the Board so requests, immediately resign without claim for compensation from any office held in the Company or any other Group Company, and the Executive hereby appoints the Company or any Group Company to be his attorney in his name and on his behalf to sign, execute or do any instrument or act and generally to use his name for the purpose of giving to the Company or any Group Company or any of its or their nominees the full benefit of the provisions of this clause 4.1;

(c)    not to do anything that would cause him to be disqualified from holding any office;

(d)    abide by any statutory, fiduciary or common-law duties to the Company and any other Group Company of which he is a director or an officer;

(e)    faithfully, diligently and competently exercise and carry out to the best of his ability all such powers and duties in relation to the Company and its business and the respective businesses of any other Group Company, as may from time to time be conferred on him or vested in him by the Board together with such person or persons as the Company or Board may appoint to act jointly with him;

(f)    shall obey the reasonable and lawful directions by or under the authority of the Board and/or the CEO from time to time;

(g)    use all reasonable endeavours to promote and further the business and interests of the Company and any other Group Company;

(h)    subject as hereinafter provided unless prevented by incapacity, illness or injury or with the prior agreement of the Board, devote, during normal working hours and such additional times as provided for at clause 5 below, the whole of his time, attention and skill to his duties and to the furtherance of the businesses and interests of the Company and the other Group Companies;

(i)    in pursuance of his duties hereunder perform without additional remuneration such services for any other Group Company as the Board may from time to time require;

(j)    serve the Company and/or any other Group Company at its principal place of business at [Retford Road, Woodhouse Mill, Sheffield, South Yorkshire, S13 9WH] or at such other place or places as the Board shall reasonably determine provided that the Executive shall not be permanently posted outside the United Kingdom without his prior consent not to be unreasonably withheld or delayed;

(k)    undertake such travel both within the United Kingdom and abroad as the Board may require for the proper performance of his duties;

(l)    report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any other Group Company (including without limitation any bribery or corruption) to the Board immediately on becoming aware of it.

(m)    comply with the Articles of Association (or equivalent in any relevant jurisdiction) of the Company and any other Group Company of which he is a director; and

(n)    comply with all requirements, recommendations or regulations, as amended from time to time, of all regulatory authorities (whether in the United Kingdom, the United States of America or any other jurisdiction) relevant to the Company or any other Group Company and any code of practice issued by the Company or any other Group Company (as amended from time to time) relating to dealing in the securities of the Company or any other Group Company.

(a)    the Criminal Justice Act 1993, the Financial Services and Markets Act 2000, the Companies Act 2006 and the Bribery Act 2010;

(b)    all legal requirements as to the disclosure of inside information; and

(c)    the Company's anti-corruption and bribery policies and any related procedures,

in so far as the same are applicable to the Executive’s employment hereunder and/or as they may apply to the Company, any other Group Company, the trading of the shares and/or stock of the Company and/or any other Group Company, and/or the trading of any instruments or investments that are related to and/or connected with the Company and/or any other Group Company.

(a)    any code that relates to pay and/or bonuses as may be issued from time to time by any regulator (whether in the United Kingdom, the United States of America or any other jurisdiction) and/or pursuant to any act of Parliament;

(b)    the requirements or directions of any regulator (whether in the United Kingdom, the United States of America or any other jurisdiction);

(c)    any remuneration code or policy of the Company or any other Group Company as may exist from time to time;

(d)    JELD-WEN Holding’s Code of Business Conduct and Ethics;

(e)    the provisions of the Company’s, or any Group Company’s, securities or share dealing code/policy and any such other code/policy which sets out the terms for dealings in the publicly traded or quoted securities US Securities laws; and/or

(f)    the Company and/or any other Group Company’s determination or interpretation in respect of any of the matters mentioned in this clause 4.3.

(a)    consent to the Company or any other Group Company inspecting any electronic equipment used by the Executive, and to monitoring and recording any use that he makes of the Company's or any other Group Company’s electronic communications and information technology systems for the purpose of ensuring that the Company's rules (and those of any other Group Company) are being complied with and for legitimate business purposes; and

(b)    comply with any electronic communication systems policy that the Company may issue from time to time.

(a)    payable by equal monthly instalments in arrears on or around the 28th day of each month (or such other time as determined by the Company) by credit transfer direct into his nominated bank account;

(b)     paid subject to such deductions as the Company may make for income tax, employee’s National Insurance contributions and any other taxes, social security contributions and withholdings as the Company may deduct;

(c)    deemed to accrue from day to day;

(d)    reviewed by the Board at least once in each calendar year every April, with no guarantee that the Executive’s salary will be changed following any such review; and

(e)    inclusive of any fees to which the Executive may be entitled as a director of the Company or any other Group Company.

(a)    holds a current full driving licence,

(b)    insures such car used for business use in such manner as the Board shall reasonably determine,

(c)    provides copies of the relevant insurance certificate to the Board on an annual basis and immediately upon request. Failure to deliver such copy certificates or failure to obtain such insurance may result in summary dismissal, with or without payment of notice in lieu of salary.

(a)    the Company's private medical insurance scheme (for the benefit of the Executive, his spouse or civil partner and dependents);

(b)    the Company's life assurance scheme; and

(c)    the Company's permanent health insurance scheme,

at such rates of benefits as may from time to time be determined by the Company in accordance with and subject always to the terms of the relevant scheme for the time being in force and as amended from time to time.

(a)    provide evidence satisfactory to the Board of any incapacity of the Executive;

(b)    provide the Company with medical evidence of his fitness to return to work after any period of absence from work due to incapacity; and

(c)    from time to time to undergo a medical examination by a medical practitioner nominated by the Company, the Company bearing the cost of any such examination and being entitled to full disclosure of the results thereof. The Executive agrees to consent to such an examination when requested by the Company.

(a)    forthwith notify the Board of that fact and of any claim, compromise settlement or judgment made or awarded in connection therewith and shall give to the Board all such particulars of such matters as the Board may reasonably require;

(b)    use all reasonable endeavours to recover (by way of settlement or otherwise) damages for loss of earnings over the period for which salary has been or shall be paid to the Executive, keeping the Company informed of the commencement, progress and outcome of any such claim; and

(c)    shall refund to the Company such sum as the Board may determine, such sum not to exceed:

(a)    trade secret or confidential or secret information concerning the business development, affairs, future plans, business methods, connections, operations, accounts, finances, organisation, processes, policies or practices, designs, dealings, business, trading, management systems, maturing new business opportunities or know-how of or relating to the Company and/or to any other Group Company and/or any of its or their suppliers, agents, distributors, clients or customers;

(b)    confidential computer software, computer-related know-how, passwords, computer programmes, specifications, object codes, source codes, network designs, business processes, business logic, inventions, improvements and /or modifications relating to or belonging to the Company and/or any other Group Company;

(c)    details of the Company’s or any other Group Company’s financial projections or projects, prices and price lists, pricing strategy or policies, advertising, marketing or development plans, product development plans or strategies, fee levels, commissions and commission structures, discount structures, advertising and promotional material, market share and pricing statistics, marketing surveys and plans, market research reports and their interpretation, sales targets and statistics, sales techniques;

(d)    confidential research, report or development undertaken by or for the Company or any other Group Company;

(e)    secret or confidential information concerning the Company’s and/or any other Group Company’s actual or potential clients or customers or suppliers or any other person with which the Company or any other Group Company has dealings, including but not limited to client, customer, supplier or other lists, lists and details of contracts or proposed contracts, and details of relationships or arrangements or terms of business with, or knowledge of the needs or the requirements of, such persons;

(f)    secret or confidential details of or information regarding the nature or origin of any services provided, marketed, sold or obtained by the Company or any other Group Company;

(g)    details of or information regarding the Company’s or any other Group Company’s development or staffing plans;

(h)    information of a personal or otherwise of a confidential nature relating to fellow employees, directors or officers of and/or consultants to, the Company and/or any other Group Company;

(i)    confidential information concerning, or details of, any competitive business pitches, and/or target details;

(j)    details of or information regarding the nature and origin of any goods and/or services provided, marketed or sold, obtained or brokered by the Company or any other Group Company;

(k)    documents or information marked as confidential or which have been supplied to the Executive in confidence or which the Executive has been informed are confidential or which the Executive might reasonably be aware are confidential; and

(l)    documents or information which have been given to the Company or any other Group Company in confidence by any customer, supplier or other person

whether such information is in oral, written or any other form.

(a)    use, divulge or reveal to any person, firm or corporation, any Confidential Information which may come to his knowledge during his employment;

(b)    use or attempt to use any Confidential Information for his own purposes or for any purposes other than the purposes of the Company or any other Group Company or in any manner which may injure or cause loss either directly or indirectly to the Company or any other Group Company or its business or may be likely so to do; or

(c)    cause or bring about (including through any failure to exercise reasonable care and diligence) any unauthorised disclosure of any Confidential Information that he shall come to know or have received or obtained at any time (before or after the date of this Agreement).

(a)    use best endeavours to prevent the disclosure of any Confidential Information; and

(b)    keep with complete secrecy all Confidential Information entrusted to him.

(a)    is used or disclosed in the proper performance of the Executive’s duties or with the prior written consent of the Company;

(b)    is or comes to be into the public domain (except as a result of a breach of the Executive’s obligations under clause 10.2);

(c)    is ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law; or

(d)    constitutes a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.

(a)    the plans of any employee or worker to leave the Company or any other Group Company (whether alone or in concert with other employees);

(b)    the plans of any employee or worker (whether alone or in concert with other employees) to join a competitor or to establish a business in competition with the Company or any other Group Company;

(c)    any steps taken by the employee or worker to implement either of such plans; and

(d)    the misuse by any employee or worker of any Confidential Information belonging to the Company or any other Group Company.

(a)    shall be and remain at all times during the period of the Executive’s employment and after its termination the property of the Company or any other Group Company (as the case may be);

(b)    shall be handed over and delivered by the Executive to the Company (or to such other Group Company as the case may require) immediately on demand and in any event on the termination of the Executive’s employment (whether or not requested by the Company); and

(c)    shall be destroyed by the Executive on request by the Company;

and, immediately on demand and in any event on the termination of his employment (whether or not requested by the Company), the Executive will provide to the Company a statement that the Executive has complied with the requirements in clauses 10.6(b) and 10.6(c).

(a)    appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any instrument or act and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this clause 11; and

(b)    unconditionally waives any and all of his moral rights (conferred by Chapter IV of the Copyright Designs and Patents Act 1988).

(a)    is disqualified from acting as a director of the Company and/or as an officer of JELD-WEN Holding and/or as an officer of any other Group Company;

(b)    resigns as a director or as an officer from the Company or any other Group Company without the prior written approval of the Board or otherwise in contravention of the relevant articles of association (or equivalent in any relevant jurisdiction);

(c)    fails or ceases to meet the requirements, recommendations or regulations of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties hereunder;

(d)    is guilty of a breach of the rules or regulations as amended from time to time of any regulatory authorities (whether in the United Kingdom, the United States of America or any other jurisdiction) relevant to the Company or any other Group Company or any code of practice issued by the Company or any other Group Company (as amended from time to time) relating to the dealing in the securities of the Company or any other Group Company;

(e)    is guilty of gross misconduct (which shall include (but not be limited to) conduct which, in the opinion of the Board and/or the CEO and/or the board of directors of JELD-WEN Holding for the time being, does or may result in a breakdown in trust and confidence between the Executive and the Company, and/or does or may seriously prejudice the Company’s business or reputation or that of any Group Company, and/or does or may irreparably damage the working relationship between the Executive and the Company);

(f)    commits any act or fraud or dishonesty;

(g)    misconducts himself (including outside the course of his employment) in such a manner that in the reasonable opinion of the Board the interests of the Company or of any one or more of the other Group Companies are or are likely to be prejudicially affected;

(h)    commits any serious or persistent breach of, or persistently fails to observe, any of the terms, conditions or stipulations contained in this Agreement;

(i)    neglects or refuses to perform all or any of his duties under this Agreement or is guilty of serious or persistent negligence or incompetence;

(j)    has breached or failed to observe or has otherwise not met his obligations under clause 10 of this Agreement (confidentiality);

(k)    becomes bankrupt or applies for a receiving order or has a receiving order made against him or enters into any arrangement or composition with his creditors;

(l)    becomes of unsound mind or a patient within the meaning of any United Kingdom legislation relating to mental health; or

(m)    is convicted of any criminal offence (other than an offence under the Road Traffic Acts for which a penalty of imprisonment is not imposed).

(a)    the Executive shall immediately resign, without any claim for compensation, from any directorships he may hold in the Company or any other Group Company, and/or from any position which he holds as a trustee in relation to the business of the Company and/or any other Group Company, and/or from membership of any organisation and any office in any other company acquired by reasons of or in connection with the Executive’s employment, and the Executive hereby appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any instrument or act and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this clause 13.5(a);

(b)    the Executive shall transfer without payment to the Company or any nominee of the Company any shareholdings or other securities held by him in the Company or any other Group Company as a nominee or trustee for the Company or any other Group Company and deliver to the Company the related certificates;

(c)    in accordance with and without prejudice to clause 6.15, the Company shall be entitled to deduct from any monies then due or thereafter becoming due from the Company or any other Group Company to the Executive any monies which may then be due or thereafter become due from the Executive to the Company or any other Group Company;

(d)    any provision of this Agreement which is expressed to have effect after its termination shall nevertheless continue in force in accordance with its terms; and

(e)    the Executive shall immediately comply with the provisions of clause 10.6(b).

(a)    the Company is exercising its right under this Agreement to make a payment in lieu of notice; and

(b)    that it will make within 28 days a payment in lieu of the notice period (or, if applicable, the remainder of the notice period) to the Executive (or that it will make the first instalment of such a payment to the Executive within that time).

(a)    if the Company terminates the Executive’s employment in breach of this Agreement, any entitlement to damages for breach of contract will be assessed on the normal common law principles (including the Executive’s obligation to mitigate his loss); and

(b)    the right of the Company to terminate the Executive’s employment in accordance with clause 14.1 does not give rise to any right for the Executive to receive any payment in lieu of notice as a lump sum, but shall not prejudice the Executive’s right to receive the monies due for the notice period.

(a)    if notice is given by either party to terminate the employment of the Executive in accordance with clause 3;

(b)    if the Executive seeks to or indicates an intention to resign as an employee of the Company or any other Group Company or terminate his employment without notice;

(c)    during any period in which the Company is carrying out an investigation into any alleged acts or defaults of the Executive; or

(d)    in circumstances where it is suspected that the Executive is in breach of any legal or regulatory requirement which affects or in the reasonable opinion of the Board may affect his employment,

the Company shall not be under any obligation to provide the Executive with any work and may at any time and at its absolute discretion suspend the Executive.

(a)    the Executive’s salary and other contractual benefits shall continue to be paid or provided by the Company in the usual way subject always to the terms of any benefit arrangement;

(b)    the Executive shall, in addition to the duties of fidelity, confidence and good faith to which he is subject by law, continue to comply with his obligations under this Agreement, including but not limited to clauses 4.2 to 4.12 inclusive, and shall observe all obligations of confidentiality arising under the provisions of this Agreement;

(c)    the Company shall be entitled to exclude the Executive from all or any premises of the Company and/or any other Group Company;

(d)    the Executive shall not have any contact or communication with any client, prospective client, customer, prospective customer, employee, officer, director, agent or consultant of the Company or any other Group Company except with the prior written consent of the Board and apart from with such persons as may be nominated by the Board;

(e)    the Company shall be entitled to require the Executive to perform work at home in relation to matters of which he has knowledge or which fall within his competence;

(f)    the Executive shall keep the Board informed of his whereabouts (except in periods taken as holiday) so that he can be called upon to perform any appropriate duties as requested by the Board;

(g)    the Executive shall be required to take any accrued or accruing holiday (without being required to notify the Company as to which days are required to be taken as holiday, provided the Executive remains contactable on his mobile telephone, the telephone number of which shall have been supplied to the Company), and this clause is notice to the Executive pursuant to Regulation 15(3) of the Working Time Regulations 1998 that holiday is to be taken during this period;

(h)    the Company shall be entitled to alter the Executive’s duties, compatible with the Executive’s seniority and position;

(i)    the Executive shall refer to the Company forthwith and without delay any communications in whatever form received by him from any client or customer of the Company or any other Group Company; and

(j)    if the Board so requires, comply with his obligations under clause 13.5 (obligations on termination).

If before the expiration of this Agreement the employment of the Executive hereunder shall be terminated by reason of the cessation of business by the Company or the winding up of the Company for the purpose of reconstruction or amalgamation, and he shall be offered employment with any concern or undertaking resulting from such reconstruction or amalgamation on terms and conditions not less favourable than the terms of this Agreement, then the Executive shall have no claim against the Company or any other Group Company in respect of the determination of his employment hereunder.

(a)    “Customer” means any person, firm, company or any other legal entity who shall have been within the period of twelve months immediately prior to the Termination Date a client or customer of or in the habit of dealing with the Company or any other Group Company and:

(b)    “Confidential Information” has the meaning set out in clause 10.1 of this Agreement;

(c)    “Prospective Customer” means any person, firm, company or any other legal entity with whom the Company or any other Group Company, during the twelve months prior to the Termination Date, shall have had negotiations or discussions for the supply or provision of goods or services supplied or provided by the Company or any other Group Company and:

(e)     “Restricted Business” means the business or activities carried on by the Company or any other Group Company at the Termination Date in which the Executive has been directly concerned at any time during the twelve months prior to the Termination Date;

(f)    “Restricted Period” means the period of twelve months following the Termination Date, and in each case less any period immediately prior to the Termination Date that the Executive may have been required to spend on garden leave pursuant to clause 15 of this Agreement); and

(g)     “Restrictions” means the restrictions contained within this clause 17 (including without limitation the definitions contained in clause 17.1);

(h)    “Termination Date” means the date upon which the Executive’s employment pursuant to this Agreement shall terminate for whatever reason.

(a)    set up on his own behalf or otherwise control any business engaged in, or which is intended to be engaged in, any business which is in competition with the Restricted Business;

(b)    take up any employment in or consultancy with or render services to or otherwise be engaged, interested or concerned in (whether as principal, servant, agent, employee, consultant or otherwise) any business which is in competition with the Restricted Business;

(c)    whether on his own account or for or on behalf of any other person, firm, company or any other legal entity, in competition with the Restricted Business:

(d)    solicit, employ or attempt to employ, engage or attempt to engage, induce or attempt to induce to cease working for or providing services to the Company or any other Group Company any Relevant Person, whether or not any such person would thereby commit a breach of contract, or in any way interfere with the relationship between the Company or any other Group Company and any such individual.

(a)    he has had the opportunity to take independent legal advice on the Restrictions;

(b)    the Restrictions are considered by the parties to be reasonable in all the circumstances;

(c)    the duration and extent of each of the Restrictions are no greater than necessary for the protection of the Company’s legitimate commercial interests and/or those of any Group Company;

(d)    if any of the Restrictions by itself, or taken together with any of the others, is found to be void or unenforceable but would be valid if some part of it were deleted, such Restriction shall apply with such modification as may be necessary to make it valid and effective; and

(e)    the Restrictions are separate and severable and enforceable as such, so that if any Restriction is determined as being unenforceable in whole or in part for any reason, that shall not affect the enforceability of any of the remaining Restrictions or, in the case of part of a Restriction being unenforceable, of the remainder of that Restriction.

(a)    information about the Executive’s physical or mental health or condition in order to monitor sick leave and take decisions as to fitness for work (including any medical report made by a medical practitioner nominated by the Company pursuant to clause 9.3(c));

(b)    the Executive’s racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation; and

(c)    information relating to any criminal proceedings in which the Executive may have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

The disciplinary and grievance procedures relating to the Executive’s employment are available from the Company’s HR Department. The procedures may be varied, removed or disapplied by the Company at any time and shall not have contractual effect.

The Company reserves the right to make reasonable changes to any of the Executive’s terms and conditions of employment and will notify him in writing of such changes at the earliest opportunity.

(a)    in the case of a notice to be given to the Executive, to him at his last known place of residence or email address; and

(b)    in the case of a notice to be given to the Company, to it at its registered office for the time being.

(a)    if delivered by hand, at the time the notice is left at the relevant address or given to the addressee (whichever is the earlier);

(b)    in the case of delivery by post, on the second business day after posting; and

(c)    in the case of email, at the time of confirmation of successful transmission.

This Agreement shall be interpreted and enforced in accordance with the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of Courts of England and Wales.

The parties agree that each of the clauses and sub-clauses of this Agreement shall be separate and severable and enforceable as such. If any clause and/or sub-clause is determined as being unenforceable in whole or in part for any reason, that shall not affect the enforceability of the remaining clauses or sub-clauses or, in the case of part of any clause or sub-clause being unenforceable, the remainder of that clause or sub-clause.

(a)    there is no current requirement for the Executive to work outside the United Kingdom for any consecutive period in excess of one month; and

(b)    there are no collective agreements currently in force which affect directly or indirectly the terms and conditions of the Executive’s employment.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Executed as a deed by JELD-WEN UK Limited acting by Mark Beck , a director and Tim Craven, [a director OR its secretary]:

Signed as a deed by Peter Maxwell in the presence of ____________________:

For purposes of this Agreement, “Cause” shall mean:

(i) the conviction or entry of a plea of guilty or nolo contendere to (A) any felony or (B) any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust or other similar acts, whether under the laws of the United States or any state thereof or under the laws of the United Kingdom or any similar foreign law to which the person may be subject; (ii) being engaged or having engaged in conduct constituting breach of fiduciary duty, dishonesty, willful misconduct or material neglect relating to the Company or JELD-WEN Holding or any of its or their subsidiaries or the performance of a person’s duties; (iii) appropriation (or an overt act attempting appropriation) of a material business opportunity of the Company or JELD-WEN Holding or any of its or their subsidiaries; (iv) misappropriation (or an overt act attempting misappropriation) of any funds of the Company or JELD-WEN Holding or any of its or their subsidiaries; (v) the willful failure to (A) follow a reasonable and lawful directive of the Company or JELD-WEN Holding or any of its or their subsidiaries at which a person is employed or provides services, or the Board of Directors of the Company or JELD-WEN Holding or (B) comply with any written rules, regulations, policies or procedures of the Company or JELD-WEN Holding or a subsidiary at which a person is employed or to which he or she provides services which, if not complied with, would reasonably be expected to have more than a de minimis adverse effect on the business or financial condition of the Company or JELD-WEN Holding; (vi) willful and knowing material violation of any (I) material rules or regulations of any governmental or regulatory body that are material to the business of the Company or JELD-WEN Holding or (II) U.S. securities laws; provided that for the avoidance of doubt, a violation shall not be considered as willful or knowing where Executive has acted in a manner consistent with specific advice of outside counsel to JELD-WEN Holding; (vii) failure to cooperate, if requested by the Board of the Company or JELD-WEN Holding, with any investigation or inquiry by the Company or JELD-WEN Holding, the Securities Exchange Commission or another governmental body into Executive’s or the Company’s or JELD-WEN Holding’s business practices, whether internal or external, including, but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry; (viii) violation of a person’s employment, consulting, separation or similar agreement with the Company or any non-disclosure, non-solicitation or non-competition covenant in any other agreement to which the person is subject; (ix) deliberate and continued failure to perform material duties to the Company or JELD-WEN Holding or any of its of their subsidiaries; or (x) violation of the Company’s or or JELD-WEN Holding’s Code of Business Conduct and Ethics, as it may be amended from time to time.

For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

(i)An acquisition (other than directly from the Corporation) of any voting securities of the JELD-WEN Holding(the “Voting Securities”) by any Person, immediately after which such Person first acquires “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the JELD-WEN Holding’s then-outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred pursuant to this section, the acquisition of Voting Securities in a Non-Control Acquisition (as hereinafter defined) shall not constitute a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the JELD-WEN Holding or (B) any corporation or other Person the majority of the voting power, voting equity securities or equity interest of which is owned, directly or indirectly, by the JELD-WEN Holding (for purposes of this definition, a “Related Entity”), (ii) the JELD-WEN Holding or any Related Entity or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);

(ii)    The individuals who, as of the Effective Date of this Agreement, are members of the Board of JELD-WEN Holding (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board of JELD-WEN Holding; provided, however, that if the election, or nomination for election by the JELD-WEN Holding’s common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Proxy Contest;

(iii)    The consummation of:

(a)    A merger, consolidation or reorganization (x) with or into the JELD-WEN Holding or (y) in which securities of the JELD-WEN Holding are issued (a “Merger”), unless such Merger is a Non-Control Transaction. A “Non-Control Transaction” shall mean a Merger in which:

(i)    the stockholders of the JELD-WEN Holding immediately before such Merger own directly or indirectly immediately following such Merger at least a majority of the combined voting power of the outstanding voting securities of (1) the corporation resulting from such Merger (the “Surviving Corporation”), if fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person (a “Parent Corporation”), or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation;

(ii)    the individuals who were members of the Board of JELD-WEN Holding immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of (1) the Surviving Corporation, if there is no Parent Corporation, or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; and

(iii)    no Person other than (1) the JELD-WEN Holding or another corporation that is a party to the agreement of Merger, (2) any Related Entity, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to the Merger, was maintained by the JELD-WEN Holding or any Related Entity or (4) any Person who, immediately prior to the Merger, had Beneficial Ownership of Voting Securities representing more than fifty percent (50%) of the combined voting power of the JELD-WEN Holding’s then-outstanding Voting Securities, has Beneficial Ownership, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the outstanding voting securities of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one or more than one Parent Corporation, the ultimate Parent Corporation;

(iv)    The sale or other disposition of all or substantially all of the assets of the JELD-WEN Holding and its Subsidiaries taken as a whole to any Person (other than (x) a transfer to a Related Entity or (y) the distribution to the JELD-WEN Holding’s stockholders of the stock of a Related Entity or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities as a result of the acquisition of Voting Securities by the JELD-WEN Holding which, by reducing the number of Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person; provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the JELD-WEN Holding and, after such acquisition by the JELD-WEN Holding, the Subject Person becomes the Beneficial Owner of any additional Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

For purposes of this Schedule 1, “Person” shall include any company, corporation, firm, partnership, joint venture, unincorporated association, organisation or trust (in each case whether or not having separate legal personality) and references to any of the same shall include a reference to each of them.