Form of Performance Share Award Agreement for Employees under the Quanex Building Products Corporation 2020 Omnibus Incentive Plan

Each Performance Share provides you an opportunity to earn a cash payment based upon attainment of the Performance Goal(s) during the Performance Period. For purposes of this Agreement, the term “Performance Period” means the three-year period beginning November 1, [____], and ending October 31, [____] (the “Ending Date”) and the term “Performance Goal” means the attainment of the following goal:

This Award shall “vest” (as described in Section 2 of this Agreement) on the date on which the Committee certifies that the Performance Goal has been satisfied or, if earlier, on the date you are otherwise entitled to receive a payment under Section 5 of this Agreement. For purposes of this Agreement, the term “Common Stock” shall mean the Company’s common stock, $0.01 par value per share.

For avoidance of doubt, awards will be determined in accordance with the following formula:

Target Number of Performance Shares x Applicable Award Modifier = Total Vested Performance Shares

Any amount payable to you pursuant to this Agreement will be paid to you by the legal entity that is a member of the group comprising the Company and all Affiliates (collectively, the “Company Group”) and that is classified as your employer (the “Employer”) (or the Company, as applicable), as soon as administratively practicable following the date of the Committee’s certification that the Performance Goal has been satisfied, but no later than March 15 of the calendar year following the calendar year in which the Ending Date occurs (the “Payment Date”). The Cash Payment made to you under this Agreement will be issued and made to you in exchange for the Performance Shares and thereafter you shall have no further rights with respect to such Performance Shares or this Agreement.

Assume the following:

The total number of Performance Shares to vest would be calculated as follows:

1,000 Performance Shares x 150% Award Modifier = 1,500 Performance Shares

The executive will receive 100% of the award in cash. The Cash Payment will be equal to 1,500 Vested Shares x the average of the Fair Market Value of Common Stock for the last ten trading days of the Performance Period ($25.00), which results in a Cash Payment of $37,500.

5.1    Separation from Service Generally. Except as otherwise expressly provided to the contrary in this Section 5, in the event of your Separation from Service on or before the Ending Date, all of your rights in this Agreement, including all rights to the Performance Shares granted to you, will lapse and be completely forfeited without consideration on the date of your Separation from Service.

5.2    Change in Control of the Company. If a Change in Control of the Company occurs on or before the Ending Date, you do not incur a Separation from Service prior to that time, and the successor company in the Change in Control does not otherwise assume or substitute for the award granted hereby, then no later than ten (10) business days after the closing date of the Change in Control of the Company, the Company or its successor will pay to you an amount in cash equal to the product of the Company’s closing stock price on the date of the Change in Control multiplied by (1) the Vested Shares as calculated as of the date of the Change in Control (i.e., based on actual performance as of the Change in Control), if calculable at that time, or if not so calculable, (2) the Target Number of Performance Shares that were awarded to you under this Agreement for the fiscal year in which the Change in Control of the Company occurs (the “Award Target Value”). Such payment will be made to you in exchange for the Performance Shares and thereafter you shall have no further rights with respect to such Performance Shares or this Agreement and the Company Group will have no further obligations to you pursuant to the Performance Shares or this Agreement. Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to the deferral of compensation and payment hereunder is subject to Section 409A, then the transaction or event with respect to such payment must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A, and if it does not, and the payment does not meet any other exemption under Section 409A, then payment shall be made when it otherwise would have been made, notwithstanding the Change in Control.

If this Award is assumed or substituted for in connection with a Change in Control, and if you incur an involuntary termination by the Company or its successor without Cause, or you voluntarily terminate employment for Good Reason, in each case within twenty-four (24) months following the effective date of a Change in Control of the Company, then any unvested portion of this Award shall vest in full upon such termination. For purposes of this Award, the following terms are defined as follows:

“Cause” means any action or inaction by you that constitutes (a) gross negligence or willful misconduct in connection with your duties or in the course of your employment with the Company; (b) any act of fraud, embezzlement or theft in connection with your duties or in the course of employment with the Company; (c) intentional wrongful damage to property of the Company; (d) a substantial failure by you to perform your duties after notice to you and a reasonable opportunity to cure; (e) your material breach of restrictive covenants contained in any Company policy or any agreement between you and the Company; or (f) your intentional wrongful disclosure of secret processes or confidential information of the Company.

“Good Reason” means, to the extent any such action has been taken without your written consent, the occurrence of any of the following events: (a) the Company or its successor assigns to you any duties materially inconsistent with your position (including offices, titles and reporting requirements), authority, duties or responsibilities with the Company in effect immediately before the occurrence of the Change in Control, or otherwise makes any material negative change in any such position, authority, duties or responsibilities; (b) the Company or its successor takes any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (c) the Company or its successor materially reduces your annual base salary or target annual bonus as in effect immediately before the occurrence of the Change in Control, other than as part of a reduction of less than ten percent (10%) that is applicable to all executives of the Company or its successor; or (d) the Company or its successor relocates your principal office more than fifty (50) miles from your principal office at the time of the Change in Control, provided that such relocation results in an increase to your daily commute time. A termination for Good Reason also requires that you give the Company written notice of the Good Reason facts and circumstances within sixty (60) days of after becoming aware (or should have become aware) of the applicable facts and circumstances, the Company has an opportunity to cure such circumstances within thirty (30) days after receipt of notice, and you must terminate employment within thirty (30) days after expiration of the Company’s opportunity to cure.

5.3    Disability. In the event of your Separation from Service due to your Disability on or before the Ending Date, you will be entitled to receive a Cash Payment based on the Target Number of Performance Shares, as soon as reasonably practicable following your Separation from Service. Such payment will be made to you in exchange for the Performance Shares and thereafter you shall have no further rights with respect to such Performance Shares or this Agreement and the Company Group will have no further obligations to you pursuant to the Performance Shares or this Agreement.

5.4    Death. In the event of your Separation from Service due to your death on or before the Ending Date, your estate will be entitled to receive a Cash Payment based on the Target Number of Performance Shares, as soon as reasonably practicable following your Separation from Service. Such payment will be made in exchange for the Performance Shares and thereafter your estate and heirs, executors, and administrators shall have no further rights with respect to such Performance Shares or this Agreement and the Company Group will have no further obligations pursuant to the Performance Shares or this Agreement.

5.5    Retirement. In the event of your Separation from Service due to your Retirement on or before the Ending Date, you will be entitled to receive a Cash Payment, on the Payment Date, equal to the product of (1) and (2) where (1) is the amount in cash you would have received under this Agreement if you had not incurred a Separation from Service on or before the Ending Date and (2) is a fraction, the numerator of which is the number of days from the beginning of the Performance Period through the date of your Separation from Service and the denominator of which is the number of days in the Performance Period. Such payment will be made to you in exchange for the Performance Shares and thereafter you shall have no further rights with respect to such Performance Shares or this Agreement and the Company Group will have no further obligations to you pursuant to the Performance Shares or this Agreement. For purposes of this Section 5.5 “Retirement” means your voluntary Separation from Service on or after the date on which (a) you are age 65 or (b) you are age 55 and have five years of service with the Company Group.

In accepting the award of Performance Shares set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan and this Agreement.