AMENDMENT

This AMENDMENT (the “Amendment”), dated as of June 15, 2016, is entered into by and between NCI Building Systems, Inc., a Delaware corporation (“NCI”), and Norman C. Chambers (“Executive”).

WHEREAS, NCI and Executive are parties to that certain Employment Agreement (the “Agreement”), dated as of September 1, 2015; and

WHEREAS, NCI and Executive intend hereby to amend certain matters in the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as set forth below:

(2) Executive shall be eligible to receive a prorated annual bonus for the Fiscal Year of Termination based upon the elapsed number of days in the Fiscal Year of Termination through the date of termination applied to the bonus, if any, that would have been earned by Executive for such fiscal year if he had remained employed on the normal payment date of such bonus, based on actual performance under applicable financial metrics (the “Pro Rata Bonus”), payable at the time that annual bonuses are paid to employees, or such later date as may be required pursuant to Section 4(j) hereof.

If a Change in Control shall occur (which, for avoidance of doubt, shall have the same meaning as under the 2003 Plan, as amended by the First Amendment to the 2003 Plan, dated as of June 1, 2016, as applicable to equity awards granted on or following May 31, 2016 set forth in the 2003 Plan as modified by the 2014 LTI Award Agreement but shall not be deemed to have occurred solely as a result of investment funds affiliated with Clayton, Dubilier & Rice, LLC selling equity securities currently held by them as of the date of this Agreement in the public market) prior to March 31, 2018 and Executive’s employment is terminated by NCI without Cause or by the Executive with Good Reason upon or following the Change in Control and prior to March 31, 2018, or if Executive’s employment is terminated by NCI prior to March 31, 2018 without Cause or by Executive with Good Reason during a Potential Change in Control Period, then, in lieu of any payment under Section 3(a), Executive shall be entitled to be paid, as severance pay, an amount equal to the sum of (i) two times Executive’s base salary at an annual rate as determined pursuant to Section 3(a)(1)(A) or (B), as applicable, (ii) two times the Executive’s target annual bonus under the Bonus Plan and (iii) the Pro Rata Bonus. Any amounts payable to Executive pursuant to this Section 3(d) shall be paid in a single lump sum in cash within sixty (60) days following the date of termination, or such later date as may be required pursuant to Section 4(j) hereof; provided, however, that the Pro Rata Bonus shall be payable at the time indicated in Section 3(a)(2) hereof.

(i)    For purposes of this Agreement, the following terms shall have the following meanings:

actions which if consummated would constitute a Change in Control of NCI; or

(p)    Attorneys’ Fees. In the event of any suit or judicial proceeding (other than an arbitration proceeding) between NCI and Executive with respect to this Agreement, the court in which such suit is decided may award reasonable attorneys’ fees and costs, as actually incurred and including, without limitation, attorneys’ fees and costs incurred in appellate proceedings to the party that prevails in such dispute; provided, however that in respect of a suit that arises in respect of matters occurring during a Change in Control Protection Period or following a Change in Control, only Executive will be entitled to recover the attorneys’ fees and costs under the circumstances described in this Section.

(Signatures on following page)

IN WITNESS WHEREOF, Executive has hereunto set his hand, and NCI has caused these presents to be executed in its name on its behalf, all as of the effective date hereof.