10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2016

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to    

Commission file number: 1-14315

NCI BUILDING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	76-0127701
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10943 North Sam Houston Parkway West, Houston, TX	77064
(Address of principal executive offices)	(Zip Code)

(281) 897-7788

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	ý
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ý No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 par value - 72,882,822 shares as of March 3, 2016.

TABLE OF CONTENTS

		PAGE
	Part I — Financial Information
Item 1.	Unaudited Consolidated Financial Statements	1
	Consolidated Balance Sheets as of January 31, 2016 and November 1, 2015	1
	Consolidated Statements of Operations for the Fiscal Three Month Periods Ended January 31, 2016 and February 1, 2015	2
	Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Three Month Periods Ended January 31, 2016 and February 1, 2015	3
	Consolidated Statements of Stockholders’ Equity for the Fiscal Three Month Period Ended January 31, 2016	4
	Consolidated Statements of Cash Flows for the Fiscal Three Month Periods Ended January 31, 2016 and February 1, 2015	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
	Part II — Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 6.	Exhibits	41

i

PART I — FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements.

NCI BUILDING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	January 31, 2016			November 1, 2015
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	73,849		$	99,662
Restricted cash	775			682
Accounts receivable, net	141,664			166,800
Inventories, net	150,563			157,828
Deferred income taxes	27,176			27,390
Prepaid expenses and other	29,996			31,834
Investments in debt and equity securities, at market	5,454			5,890
Assets held for sale	3,982			6,261
Total current assets	433,459			496,347
Property, plant and equipment, net	260,203			257,892
Goodwill	158,106			158,026
Intangible assets, net	153,991			156,395
Other assets	11,083			11,069
Total assets	$	1,016,842		$	1,079,729
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Note payable	$	—		$	513
Accounts payable	110,298			145,917
Accrued compensation and benefits	56,007			62,200
Accrued interest	1,359			6,389
Accrued income taxes	231			9,296
Other accrued expenses	94,966			97,309
Total current liabilities	262,861			321,624
Long-term debt, net	434,147			444,147
Deferred income taxes	23,647			20,807
Other long-term liabilities	20,966			21,175
Total long-term liabilities	478,760			486,129
Stockholders’ equity:
Common stock, $.01 par value, 100,000,000 shares authorized; 73,852,954 and 74,529,750 shares issued at January 31, 2016 and November 1, 2015, respectively; 73,563,493 and 74,082,324 shares outstanding at January 31, 2016 and November 1, 2015, respectively	737			745
Additional paid-in capital	633,220			640,767
Accumulated deficit	(347,841		)	(353,733		)
Accumulated other comprehensive loss, net	(8,621		)	(8,280		)
Treasury stock, at cost (289,461 and 447,426 shares at January 31, 2016 and November 1, 2015, respectively)	(2,274		)	(7,523		)
Total stockholders’ equity	275,221			271,976
Total liabilities and stockholders’ equity	$	1,016,842		$	1,079,729

See accompanying notes to consolidated financial statements.

1

NCI BUILDING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Sales	$	370,014		$	322,926
Cost of sales	281,023			250,787
Asset recovery	(725		)	—
Gross profit	89,716			72,139
Engineering, selling, general and administrative expenses	69,850			62,869
Intangible asset amortization	2,416			1,493
Strategic development and acquisition related costs	681			1,729
Restructuring and impairment charges	1,510			1,477
Income from operations	15,259			4,571
Interest income	22			7
Interest expense	(7,869		)	(3,987		)
Foreign exchange loss	(742		)	(1,401		)
Gain from bargain purchase	1,864			—
Other expense, net	(189		)	—
Income (loss) before income taxes	8,345			(810		)
Provision (benefit) from income taxes	2,453			(490		)
Net income (loss)	$	5,892		$	(320	)
Net income allocated to participating securities	(57		)	—
Net income (loss) applicable to common shares	$	5,835		$	(320	)
Income (loss) per common share:
Basic	$	0.08		$	(0.00	)
Diluted	$	0.08		$	(0.00	)
Weighted average number of common shares outstanding:
Basic	73,261			73,070
Diluted	73,771			73,070

See accompanying notes to consolidated financial statements.

2

NCI BUILDING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Comprehensive income (loss):
Net income (loss)	$	5,892		$	(320	)
Other comprehensive income (loss), net of tax:
Foreign exchange translation losses and other, net of taxes(1)	(341		)	(264		)
Other comprehensive income (loss)	(341		)	(264		)
Comprehensive income (loss)	$	5,551		$	(584	)

(1) Foreign exchange translation losses and other are presented net of taxes of $0 in both the three months ended January 31, 2016 and February 1, 2015.

See accompanying notes to the consolidated financial statements.

3

NCI BUILDING SYSTEMS, INC. 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

						Additional						Accumulated Other
	Common Stock					Paid-In			Accumulated			Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount			Capital			Deficit			Loss			Shares		Amount			Equity
Balance, November 1, 2015	74,529,750		$	745		$	640,767		$	(353,733	)	$	(8,280	)	(447,426	)	$	(7,523	)	$	271,976
Treasury stock purchases	—		—			—			—			—			(448,562	)	(4,627		)	(4,627		)
Retirement of treasury shares	(768,160	)	(8		)	(9,868		)	—			—			768,160		9,876			—
Issuance of restricted stock	91,364		—			—			—			—			(161,633	)	—			—
Excess tax benefits (shortfalls) from share-based compensation arrangements	—		—			(261		)	—			—			—		—			(261		)
Foreign exchange translation loss and other, net of taxes	—		—			—			—			(341		)	—		—			(341		)
Share-based compensation	—		—			2,582			—			—			—		—			2,582
Net income	—		—			—			5,892			—			—		—			5,892
Balance, January 31, 2016	73,852,954		$	737		$	633,220		$	(347,841	)	$	(8,621	)	(289,461	)	$	(2,274	)	$	275,221

See accompanying notes to the consolidated financial statements.

4

NCI BUILDING SYSTEMS, INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Cash flows from operating activities:
Net income (loss)	$	5,892		$	(320	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	10,747			9,731
Deferred financing cost amortization	477			113
Share-based compensation expense	2,582			2,933
Gain from bargain purchase	(1,864		)	—
Asset recovery	(725		)	—
(Recovery of) provision for doubtful accounts	1,467			(149		)
Provision for deferred income taxes	1,992			5,602
Excess tax (benefits) shortfalls from share-based compensation arrangements	261			(394		)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	23,669			28,395
Inventories	7,469			(6,021		)
Income tax receivable	—			(1,374		)
Prepaid expenses and other	1,899			(264		)
Accounts payable	(35,619		)	(17,949		)
Accrued expenses	(22,100		)	(22,521		)
Other, net	(347		)	7
Net cash used in operating activities	(4,200		)	(2,211		)
Cash flows from investing activities:
Acquisitions, net of cash acquired	(3,071		)	(247,123		)
Capital expenditures	(5,772		)	(5,002		)
Proceeds from sale of property, plant and equipment	3,066			—
Net cash used in investing activities	(5,777		)	(252,125		)
Cash flows from financing activities:
Deposit of restricted cash	(93		)	—
Proceeds from stock options exercised	—			353
Issuance of debt	—			250,000
Payments on term loan	(10,000		)	(596		)
Payments on note payable	(514		)	(417		)
Payment of financing costs	—			(9,218		)
Excess tax benefits (shortfalls) from share-based compensation arrangements	(261		)	394
Purchases of treasury stock	(4,627		)	(1,517		)
Net cash provided by (used in) financing activities	(15,495		)	238,999
Effect of exchange rate changes on cash and cash equivalents	(341		)	(598		)
Net decrease in cash and cash equivalents	(25,813		)	(15,935		)
Cash and cash equivalents at beginning of period	99,662			66,651
Cash and cash equivalents at end of period	$	73,849		$	50,716

See accompanying notes to consolidated financial statements.

5

NCI BUILDING SYSTEMS, INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

(Unaudited)

NOTE 1 — GENERAL INFORMATION

Basis of Presentation

The accompanying unaudited consolidated financial statements for NCI Building Systems, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “NCI,” “we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements included herein contain all adjustments, which consist of normal recurring adjustments, necessary to fairly present our financial position, results of operations and cash flows for the periods indicated. Operating results for the fiscal three month period ended January 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending October 30, 2016. Our sales and earnings are subject to both seasonal and cyclical trends and are influenced by general economic conditions, interest rates, the price of steel relative to other building materials, the level of nonresidential construction activity, roof repair and retrofit demand and the availability and cost of financing for construction projects.

For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended November 1, 2015 filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2015.

Reporting Periods

We use a four-four-five week calendar each quarter with our fiscal year end being on the Sunday closest to October 31. The year end for fiscal 2016 is October 30, 2016.

Stock Ownership

On August 14, 2009, the Company entered into an Investment Agreement (as amended, the “Investment Agreement”), by and between the Company and Clayton, Dubilier & Rice Fund VIII, L.P. (“CD&R Fund VIII”). In connection with the Investment Agreement, the CD&R Fund VIII and the Clayton, Dubilier & Rice Friends & Family Fund VIII, L.P. (collectively, the “CD&R Funds”) purchased convertible preferred stock, which was later converted to shares of our common stock on May 14, 2013. As of January 31, 2016, the CD&R Funds beneficially owned a total of 58.8% of the outstanding shares of our common stock. See “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended November 1, 2015, as filed with the SEC, for a description of the rights held by the CD&R Funds under the terms and conditions of the Investment Agreement.

NOTE 2 — ACQUISITIONS

Fiscal 2016 acquisition

On November 3, 2015, we acquired manufacturing operations in Hamilton, Ontario, Canada for cash consideration of $2.2 million, net of post-closing working capital adjustments. This business allows us to service customers more competitively within the Canadian and Northeastern United States insulated metal panel (“IMP”) markets. Because the business was acquired from a seller in connection with a divestment required by a regulatory authority, the fair value of net assets acquired exceeded the purchase consideration by $1.9 million, which was recorded as a gain from bargain purchase in the consolidated statements of operations during the first quarter of fiscal 2016.

6

The fair values of the assets acquired and liabilities assumed as part of this acquisition as of November 3, 2015, as determined in accordance with ASC Topic 805, are as follows (in thousands):

	November 3, 2015
Current assets	$	307
Property, plant and equipment	4,810
Assets acquired	$	5,117
Current liabilities assumed	380
Fair value of net assets acquired	$	4,737
Total cash consideration transferred	2,201
Deferred tax liabilities	672
Gain from bargain purchase	$	(1,864	)

The results of operations for this business are included in our metal components segment. Pro forma financial information and other disclosures for this acquisition have not been presented as it was not material to the Company’s financial position or reported results.

Fiscal 2015 acquisition

On January 16, 2015, NCI Group, Inc., a wholly-owned subsidiary of the Company, and Steelbuilding.com, LLC, a wholly owned subsidiary of NCI Group, Inc., completed the acquisition of CENTRIA (the “CENTRIA Acquisition”), a Pennsylvania general partnership (“CENTRIA”), pursuant to the terms of the Interest Purchase Agreement, dated November 7, 2014 (“Interest Purchase Agreement”) with SMST Management Corp., a Pennsylvania corporation, Riverfront Capital Fund, a Pennsylvania limited partnership, and CENTRIA. NCI acquired all of the general partnership interests of CENTRIA in exchange for $255.8 million in cash, including cash acquired of $8.7 million. The purchase price was subject to a post-closing adjustment to net working capital as provided in the Interest Purchase Agreement, which we settled during the first quarter of fiscal 2016 for additional cash consideration of approximately $2.1 million payable to the seller, which approximated the amount we previously accrued. The purchase price was funded through the issuance of $250.0 million of new indebtedness. See Note 12 — Long-Term Debt and Note Payable. CENTRIA is now an indirect, wholly-owned subsidiary of NCI.

Accordingly, the results of CENTRIA’s operations from January 16, 2015 are included in our consolidated financial statements. For the three months ended January 31, 2016 and the period from January 16, 2015 to February 1, 2015, CENTRIA contributed revenue of $53.9 million and $8.5 million and operating income (loss) of $1.4 million and $(0.8) million, respectively. CENTRIA is a leader in the design, engineering and manufacturing of architectural IMP wall and roof systems and a provider of integrated coil coating services for the nonresidential construction industry. CENTRIA operates four production facilities in the United States and a manufacturing facility in China.

We report on a fiscal year that ends on the Sunday closest to October 31. CENTRIA previously reported on a calendar year that ended December 31. In accordance with ASC Topic 805, the unaudited pro forma financial information presented below for the three month periods ended January 31, 2016 and February 1, 2015 assumes the acquisition was completed on November 2, 2014, the first day of fiscal year 2015.

This unaudited pro forma financial information does not necessarily represent what would have occurred if the transaction had taken place on the dates presented and should not be taken as representative of our future consolidated results of operations. The unaudited pro forma financial information includes adjustments for interest expense to match the new capital structure and amortization expense for identified intangibles. In addition, acquisition related costs and $16.1 million of transaction costs incurred by the seller are excluded from the unaudited pro forma financial information. The pro forma information does not reflect any expected synergies or expense reductions that may result from the acquisition.

7

The following table shows our unaudited pro forma financial information for the three month periods ended January 31, 2016 and February 1, 2015 (in thousands, except per share amounts): 

	Unaudited Pro Forma
	Fiscal Three Months Ended
	January 31, 2016		February 1, 2015
Sales	$	370,014	$	367,029
Net income (loss) applicable to common shares	5,835		(12,062		)
Income (loss) per common share:
Basic	$	0.08	$	(0.17	)
Diluted	$	0.08	$	(0.17	)

The following table summarizes the fair values of the assets acquired and liabilities assumed as part of the CENTRIA Acquisition as of January 16, 2015 as determined in accordance with ASC Topic 805. The fair value of all assets acquired and liabilities assumed were finalized during the first quarter of fiscal 2016, including certain contingent assets and liabilities and the post-closing working capital adjustment, which did not result in any material adjustments during the first quarter of fiscal 2016. As we continue to integrate CENTRIA into our existing operations, we may identify integration charges that would be required to be recognized.

(In thousands)	January 16, 2015
Cash	$	8,718
Current assets, excluding cash	74,725
Property, plant and equipment	34,127
Intangible assets	128,280
Assets acquired	245,850
Current liabilities	61,869
Other long-term liabilities	8,893
Liabilities assumed	70,762
Fair value of net assets acquired	175,088
Total cash consideration transferred and payable	257,927
Goodwill	$	82,839

The amount allocated to intangible assets was attributed to the following categories (in thousands): 

			Useful Lives
Backlog	$	8,400	9 months
Trade names	13,980		15 years
Customer lists and relationships	105,900		20 years
	$	128,280

These intangible assets are amortized on a straight-line basis, which is presented in intangible asset amortization on our consolidated statements of operations. The backlog intangible asset was fully amortized during fiscal 2015. We also recorded a step-up in inventory fair value of approximately $2.4 million in fiscal 2015, which was recognized as an expense in fair value adjustment of acquired inventory on our consolidated statements of operations upon the sale of the related inventory.

The excess of the purchase price over the fair values of assets acquired and liabilities assumed was allocated to goodwill. The intention of this transaction was to strengthen our position as a fully integrated supplier to the nonresidential building products industry, by enhancing our existing portfolio of cold storage and commercial and industrial solutions, expanding our capabilities into high-end insulated metal panels and contributing specialty continuous metal coil coating capabilities. We believe the transaction will result in revenue synergies to our existing businesses, as well as improvements in supply chain efficiency, including alignment of purchase terms and pricing optimization. We include the results of the CENTRIA Acquisition in the metal components segment. Goodwill of $73.6 million and $9.1 million was recorded in our metal components segment and engineered building systems segment, respectively, based on expected synergies pertaining to these segments from the acquisition. Additionally, because CENTRIA was treated as a partnership for tax purposes, the tax basis of the acquired assets and liabilities has been adjusted to their fair value and goodwill will be deductible for tax purposes.

8

NOTE 3 — ACCOUNTING PRONOUNCEMENTS

Adopted Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirement for reporting discontinued operations. A disposal of a component of an entity or a group of components of an entity will be required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity’s operations and financial results when the entity or group of components of an entity meets the criteria to be classified as held for sale or when it is disposed of by sale or other than by sale. The update also requires additional disclosures about discontinued operations, a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements, and an entity’s significant continuing involvement with a discontinued operation. We adopted ASU 2014-08 prospectively in our first quarter in fiscal 2016. The adoption of ASU 2014-08 did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for our first quarter in fiscal 2018 under either full or modified retrospective adoption. Early application is not permitted. On July 9, 2015, the FASB deferred the effective date by one year. Entities can still adopt the amendments as of the original effective date. ASU 2014-09 is effective for our fiscal year ending November 3, 2019, including interim periods within that fiscal year. We are currently assessing the potential effects of these changes to our consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in FASB Accounting Standards Codification 718, Compensation — Stock Compensation, as it relates to such awards. ASU 2014-12 is effective for our first quarter in fiscal 2017, with early adoption permitted. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items. The guidance is effective for our fiscal year ending October 29, 2017. A reporting entity may apply the amendments prospectively. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as a separate asset. In circumstances where the costs are incurred before the debt liability is recorded, the costs will be reported on the balance sheet as an asset until the debt liability is recorded. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and is effective for our fiscal year ending October 29, 2017. Early adoption is permitted for financial statements that have not been previously issued. In August 2015, FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting), to provide further clarification to ASU 2015-03 as it relates to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. Upon adoption of this guidance, we expect to reclassify approximately $8 million in deferred financing costs as a reduction of the carrying amount of the debt liability.

In April 2015, the FASB issued ASU 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the guidance specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. ASU 2015-05 further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. The guidance is effective for our fiscal year ending October 29, 2017. We are currently assessing the impact of this guidance on our consolidated financial statements.

9

In July 2015, the FASB issues ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires that inventory that has historically been measured using first-in, first-out (FIFO) or average cost method should now be measured at the lower of cost and net realizable value. The update requires prospective application and is effective for our fiscal year ending October 28, 2018. Early adoption is permitted for financial statements that have not been previously issued. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires all deferred tax assets and liabilities to be presented on the balance sheet as noncurrent. ASU 2015-17 is effective for our fiscal year ending October 28, 2018. Early adoption is permitted. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated financial position on a retrospective basis.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to record most leases on the balance sheet and modifies the classification criteria and accounting for sales-type leases and direct financing leases for lessors. ASU 2016-02 is effective for our fiscal year ending November 1, 2020, including interim periods within that fiscal year. The guidance requires entities to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Early adoption is permitted. We are evaluating the impact that the adoption of this guidance will have on our consolidated financial statements.

NOTE 4 —RESTRUCTURING AND ASSET IMPAIRMENTS

As part of the plans developed in the fourth quarter of fiscal 2015 to improve cost efficiency and optimize our combined manufacturing footprint, given the Company's recent acquisitions and restructuring efforts, we incurred severance related costs of $0.5 million and $0.3 million in the engineered building systems segment and metal components segment, respectively, during the first quarter of fiscal 2016 to further streamline our management and our engineering and drafting activities.

During the first quarter of fiscal 2015, we approved a plan to consolidate our three engineered buildings systems manufacturing facilities in Tennessee, closing the Caryville facility. We incurred severance and facility costs at the Caryville facility of approximately $1.6 million during the first three months of fiscal 2015. We completed the closing of the Caryville facility during March 2015. In addition, during the first three months of fiscal 2015, we incurred severance related costs of $1.5 million, $0.2 million and $0.2 million in the metal components segment, engineered building systems segment and metal coil coating segment, respectively, primarily in an effort to streamline our management and manufacturing structure to better serve our customers.

The following table summarizes our restructuring plan costs and charges related to the restructuring plan during the fiscal three months ended January 31, 2016 (in thousands): 

	Fiscal Three Months Ended
	January 31, 2016		Cost Incurred To Date (since inception)		Remaining Anticipated Cost		Total Anticipated Cost
General severance	$	880	$	4,767	$	602	$	5,369
Plant closing severance	—		1,575		*		*
Asset impairments	—		5,844		*		*
Other restructuring costs	630		630		*		*
Total restructuring costs	$	1,510	$	12,816	*		*

* We expect to fully execute our plans in phases over the next 9 months to 36 months and estimate that we will incur future additional restructuring charges associated with these plans. We are unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the plans.

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The following table summarizes our restructuring liability and cash payments made related to the restructuring plan (in thousands) from inception through January 31, 2016: 

	General Severance			Plant Closing Severance			Total
Balance at November 2, 2014	$	—		$	—		$	—
Costs incurred	3,887			1,575			5,462
Cash payments	(2,941		)	(1,575		)	(4,516		)
Accrued severance(1)	739			—			739
Balance at November 1, 2015	$	1,685		$	—		$	1,685
Costs incurred(1)	654			—			654
Cash payments	(1,337		)	—			(1,337		)
Balance at January 31, 2016	$	1,002		$	—		$	1,002

(1) During the second and fourth quarters of fiscal 2015, we entered into transition and separation agreements with certain executive officers. Each terminated executive officer is entitled to severance benefit payments issuable in two installments. The termination benefits were measured initially at the separation date based on the fair value of the liability as of the termination date and are being recognized ratably over the future service period. Costs incurred during the three months ended January 31, 2016 exclude $0.2 million in amortization expense associated with these termination benefits. Remaining severance costs associated with the executive officers of $0.3 million and $0.1 million will be incurred in the metal components segment and engineered building systems segment, respectively.

NOTE 5 — RESTRICTED CASH

We have entered into a cash collateral agreement with PNC Bank to backstop existing CENTRIA letters of credit until they expire. The restricted cash is held in a bank account with PNC Bank as the secured party. As of January 31, 2016, we had restricted cash in the amount of approximately $0.8 million as collateral related to our letters of credit for international projects with CENTRIA, exclusive of letters of credit under our Amended ABL Facility. See Note 12 — Long-Term Debt and Note Payable for more information on the material terms of our Amended ABL Facility. Restricted cash as of January 31, 2016 is classified as current as the underlying letters of credit expire within one year of the respective balance sheet date. Any renewal or replacement of the CENTRIA letters of credit is expected to occur under our Amended ABL Facility.

NOTE 6 — INVENTORIES

The components of inventory are as follows (in thousands): 

	January 31, 2016		November 1, 2015
Raw materials	$	104,521	$	109,455
Work in process and finished goods	46,042		48,373
	$	150,563	$	157,828

NOTE 7 — ASSETS HELD FOR SALE

We record assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable sale price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made.

In determining the fair value of the assets less cost to sell, we considered factors including current sales prices for comparable assets in the area, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less cost to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less cost to sell. The carrying value of assets held for sale (representing idled facilities) is $4.0 million and $6.3 million at January 31, 2016 and

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November 1, 2015, respectively, and these amounts are included in the engineered building systems segment. All of these assets continue to be actively marketed for sale at January 31, 2016.

During the three months ended January 31, 2016, we completed the sale of an idle facility in Lockeford, California, along with related equipment, which had previously been classified in assets held for sale. In connection with the disposal of these assets, we received net cash proceeds of $3.1 million, and recognized a net gain of $0.7 million, which is included in asset recovery in the consolidated statements of operations.

Due to uncertainties in the estimation process, it is reasonably possible that actual results could differ from the estimates used in our historical analysis. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We calculated the estimated fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in impairments if market conditions deteriorate. 

NOTE 8 — SHARE-BASED COMPENSATION

Restricted Stock and Performance Awards

Our 2003 Long-Term Stock Incentive Plan (“Incentive Plan”) is an equity-based compensation plan that allows us to grant a variety of types of awards, including stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units (“PSUs”), phantom stock awards, long-term incentive awards with performance conditions (“Performance Share Awards”) and cash awards. As of January 31, 2016, and for all periods presented, our share-based awards under this plan have consisted of restricted stock grants, PSUs and stock option grants, none of which can be settled through cash payments, and Performance Share Awards. Both our stock options and restricted stock awards are subject only to vesting requirements based on continued employment at the end of a specified time period and typically vest in annual increments over one to four years or earlier upon death, disability or a change of control. However, our annual restricted stock awards issued prior to December 15, 2013 also vest upon attainment of age 65 and, only in the case of certain special one-time restricted stock awards, a portion vest on termination without cause or for good reason, as defined by the agreements governing such awards. Restricted stock awards issued after December 15, 2013 do not vest upon attainment of age 65, as provided by the agreements governing such awards. The vesting of our Performance Share Awards is described below.

In December 2015, we granted long-term incentive awards, with a three-year performance period, to our senior executives (“2015 Executive Awards”). 40% of the value of the long-term incentive awards consists of time-based restricted stock units and 60% of the value of the award consists of PSUs. The restricted stock units are time-vesting based on continued employment, with one-third of the restricted stock units vesting on each of the first, second and third anniversaries of the grant date. The PSUs vest based on the achievement of performance goals and continued employment at the end of the three-year performance period. The PSU performance goals are based on three metrics: (1) cumulative free cash flow (weighted 40%); (2) cumulative earnings per share (weighted 40%); and (3) total shareholder return (weighted 20%), in each case during the performance period. The number of shares that may be received upon the vesting of the PSUs will depend upon the satisfaction of the performance goals, up to a maximum of 200% of the target number of the PSUs. The PSUs vest pro rata if an executive’s employment terminates prior to the end of the performance period due to death, disability, or termination by NCI without cause or by the executive for good reason. If an executive’s employment terminates for any other reason prior to the end of the performance period, all outstanding unvested PSUs, whether earned or unearned, will be forfeited and cancelled. If a change in control of NCI occurs prior to the end of the performance period, the PSU payout will be calculated and paid assuming that the maximum benefit had been achieved. If an executive’s employment terminates due to death or disability while any of the restricted stock units are unvested, then all of the executive's unvested restricted stock units will become vested. If an executive’s employment is terminated for any other reason, the executive's unvested restricted stock units will be forfeited. If a change in control of NCI occurs prior to the end of the performance period, the restricted stock units fully vest.

The fair value of the 2015 Executive Awards is based on the Company’s stock price as of the grant date. A portion of the compensation cost of the 2015 Executive Awards is based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. During the three months ended January 31, 2016 and February 1, 2015, we granted PSUs with a fair value of approximately $5.2 million and $3.9 million, respectively.

The fair value of restricted stock units classified as equity awards is based on the Company’s stock price as of the date of grant. During the three months ended January 31, 2016 and February 1, 2015, we granted time-based restricted stock units with a fair value of $3.9 million, representing 304,064 shares, and $4.1 million, representing 237,177 shares, respectively.

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Also, in December 2015, we granted Performance Cash and Share Awards to certain key employees that will be paid 50% in cash and 50% in stock (“2015 Key Employee Awards”). The amount of cash and number of shares that may be received upon the vesting of these awards will be based on the achievement of free cash flow and earnings per share targets over a three-year performance period. The 2015 Key Employee Awards vest three years from the grant date and will be earned based on the performance against the pre-established targets for the requisite service period. A key employee's awards also vest in full upon death, disability or a change of control, and a pro-rated portion of the key employee's awards may vest on termination without cause or after reaching normal retirement age prior to the vesting date, as defined by the agreements governing such awards. The fair value of the 2015 Key Employee Awards is based on the Company’s stock price as of the grant date. Compensation cost is recorded based on the probable outcome of the performance conditions associated with the shares, as determined by management. During the three months ended January 31, 2016 and February 1, 2015, we granted awards to key employees with equity fair values of $2.4 million and $1.5 million and cash values of $2.1 million and $1.7 million, respectively.

During the three month periods ended January 31, 2016 and February 1, 2015, we also granted 28,535 and 10,543 stock options, respectively. The grant date fair value of options granted during the three month periods ended January 31, 2016 and February 1, 2015 was $5.38 and $7.91, respectively.

During the three month periods ended January 31, 2016 and February 1, 2015, we recorded share-based compensation expense for all awards of $2.6 million and $2.9 million, respectively.

Deferred Compensation

The Company's amended Deferred Compensation Plan allowed for the deferral of vested 2012 PSU awards. The Company currently holds 144,857 shares in treasury shares, relating to deferred, vested 2012 PSU awards, until participants are eligible to receive benefits under the terms of the plan. In accordance with the terms of the plan, the deferred compensation obligation related to the Company’s stock may only be settled by the delivery of a fixed number of shares held on the participant’s behalf.

NOTE 9 — EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share is computed by dividing net income (loss) allocated to common shares by the weighted average number of common shares outstanding. Diluted earnings per common share, if applicable, considers the dilutive effect of common stock equivalents. The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings (loss) per common share is as follows (in thousands, except per share data): 

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Numerator for Basic and Diluted Income (Loss) Per Common Share
Net income (loss)	$	5,892		$	(320	)
Less: Net income applicable to participating securities	(57		)	—
Net income (loss) applicable to common shares	$	5,835		$	(320	)
Denominator for Basic and Diluted Income (Loss) Per Common Share
Weighted average basic number of common shares outstanding	73,261			73,070
Common stock equivalents:
Employee stock options	508			—
Restricted stock units	2			—
Weighted average diluted number of common shares outstanding	73,771			73,070
Basic income (loss) per common share	$	0.08		$	(0.00	)
Diluted income (loss) per common share	$	0.08		$	(0.00	)

We calculate earnings (loss) per share using the “two-class” method, whereby unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, are treated as a separate class in computing earnings (loss) per share. For the three month period ended January 31, 2016, undistributed earnings

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attributable to participating securities were $0.1 million. There was no amount attributable to participating securities for the three month period ended February 1, 2015, as the participating securities do not contractually share in net losses.

For the three month period ended January 31, 2016, all PSUs and Performance Share Awards that are contingent upon the achievement of performance targets as described in Note 8 were excluded from the diluted income per common share calculation as the performance targets were not met as of January 31, 2016. Additionally, the number of weighted average options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive represented approximately 0.1 million shares. The number of weighted average Performance Share Awards subject to continuing employment representing approximately 0.1 million shares were also determined to be anti-dilutive, and were not included in the diluted income per common share calculation. For the three month period ended February 1, 2015, all outstanding options, PSUs and Performance Share Awards were anti-dilutive and, therefore, not included in the diluted loss per common share calculation.

NOTE 10 — WARRANTY

We sell weathertightness warranties to our customers for protection from leaks in our roofing systems related to weather. These warranties range from 2 years to 20 years. We sell two types of warranties, standard and Single Source™, and three grades of coverage for each. The type and grade of coverage determines the price to the customer. For standard warranties, our responsibility for leaks in a roofing system begins after 24 consecutive leak-free months. For Single Source™ warranties, the roofing system must pass our inspection before warranty coverage will be issued. Inspections are typically performed at three stages of the roofing project: (i) at the project start-up; (ii) at the project mid-point; and (iii) at the project completion. These inspections are included in the cost of the warranty. If the project requires or the customer requests additional inspections, those inspections are billed to the customer. Upon the sale of a warranty, we record the resulting revenue as deferred revenue, which is included in other accrued expenses in our consolidated balance sheets.

The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for each of the fiscal three months ended (in thousands):

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Beginning balance	$	25,669		$	23,685
Warranties sold	746			359
Revenue recognized	(862		)	(566		)
Other(1)	—			2,357
Ending balance	$	25,553		$	25,835

(1) Represents the fair value of accrued warranty obligations in the amount of $2.4 million assumed in the CENTRIA Acquisition. CENTRIA offers weathertightness warranties to certain customers. Weathertightness warranties are offered in various configurations for time periods from 5 to 20 years, prorated or non-prorated and on both a dollar limit or no dollar limit basis, as required by the buyer. These warranties are available only if certain conditions, some of which relate to installation, are met. The preliminary fair value of the accrued warranty obligations of $2.4 million reported in our quarterly report on Form 10-Q for the three month period ended February 1, 2015 was subsequently adjusted by $0.8 million to $1.6 million during the measurement period for purchase accounting.

NOTE 11 — DEFINED BENEFIT PLANS

RCC Pension Plan — With the acquisition of Robertson-Ceco II Corporation (“RCC”) on April 7, 2006, we assumed a defined benefit plan (the “RCC Pension Plan”). Benefits under the RCC Pension Plan are primarily based on years of service and the employee’s compensation. The RCC Pension Plan is frozen and, therefore, employees do not accrue additional service benefits. Plan assets of the RCC Pension Plan are invested in broadly diversified portfolios of government obligations, mutual funds, stocks, bonds, fixed income securities and master limited partnerships.

CENTRIA Benefit Plans — As a result of the CENTRIA Acquisition on January 16, 2015, we assumed noncontributory defined benefit plans covering certain hourly employees (the “CENTRIA Benefit Plans”) and are closed to new participants. Benefits under the CENTRIA Benefit Plans are calculated based on fixed amounts for each year of service rendered, although benefits accruals for one of the plans previously ceased. Plan assets of the CENTRIA Benefit Plans are invested in broadly diversified

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portfolios of equity mutual funds, international equity mutual funds, bonds, mortgages and other funds. CENTRIA also sponsors postretirement medical and life insurance plans that cover certain of its employees and their spouses (the "OPEB Plans").

The following table sets forth the components of the net periodic benefit cost, before tax, and funding contributions, for the periods indicated (in thousands):

	Fiscal Three Months Ended   January 31, 2016											Fiscal Three Months Ended   February 1, 2015
	RCC Pension Plan			CENTRIA Benefit Plans			OPEB Plans		Total			RCC Pension Plan			CENTRIA Benefit Plans		OPEB Plans		Total
Service cost	$	—		$	(3	)	$	5	$	2		$	—		$	—	$	—	$	—
Interest cost	450			(11		)	38		477			483			—		—		483
Expected return on assets	(475		)	22			—		(453		)	(551		)	—		—		(551		)
Prior service cost amortization	(2		)	—			—		(2		)	(2		)	—		—		(2		)
Unrecognized net loss	292			—			—		292			361			—		—		361
Net periodic pension cost	$	265		$	8		$	43	$	316		$	291		$	—	$	—	$	291
Funding contributions	$	211		$	160		$	—	$	371		$	234		$	—	$	—	$	234

We expect to contribute an additional $0.8 million and $0.5 million to the RCC Pension Plan and the CENTRIA Benefit Plans, respectively, for the remainder of fiscal 2016. Currently, our policy is to fund the CENTRIA Benefit Plans and OPEB Plans as required by minimum funding standards of the Internal Revenue Code. The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid.

In addition to the CENTRIA Benefit Plans, CENTRIA contributes to a multi-employer plan, Steelworkers Pension Trust. The minimum required annual contribution to this plan is $0.3 million and the current contract expires on June 1, 2016. If we were to withdraw our participation from this multi-employer plan, we would have a complete withdrawal liability of approximately $0.7 million.

NOTE 12 — LONG-TERM DEBT AND NOTE PAYABLE

Debt is comprised of the following (in thousands): 

	January 31, 2016		November 1, 2015
Credit Agreement, due June 2019 (variable interest, at 4.25% on January 31, 2016 and November 1, 2015)	$	184,147	$	194,147
8.25% senior notes, due January 2023	250,000		250,000
Amended Asset-Based lending facility, due June 2019 (interest at 4.25% on January 31, 2016 and 4.00% on November 1, 2015)	—		—
Current portion of long-term debt	—		—
Total long-term debt, net	$	434,147	$	444,147

8.25% Senior Notes Due January 2023

The Company’s $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 (the “Notes”) bear interest at 8.25% per annum and will mature on January 15, 2023. Interest is payable semi-annually in arrears on January 15 and July 15 of each year.

The Company may redeem the Notes at any time prior to January 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. On or after January 15, 2018, the Company may redeem all or a part of the Notes at redemption prices (expressed as percentages of principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes, if redeemed during the 12-month period beginning on January 15 of the year as follows:

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Year	Percentage
2018	106.188%
2019	104.125%
2020	102.063%
2021 and thereafter	100.000%

In addition, prior to January 15, 2018, the Company may redeem the Notes in an aggregate principal amount of up to 40.0% of the original aggregate principal amount of the Notes with funds in an equal aggregate amount not exceeding the aggregate proceeds of one or more equity offerings, at a redemption price of 108.250%, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes.

Credit Agreement

The Company’s Credit Agreement provided for a term loan credit facility (“Term Loan”) in an original aggregate principal amount of $250.0 million. The Credit Agreement will mature on June 24, 2019. The Term Loan amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum. The Term Loan will bear interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR not less than 1.00% plus a borrowing margin of 3.25% per annum or (ii) an alternate base rate plus a borrowing margin of 2.25% per annum. At both January 31, 2016 and November 1, 2015, the interest rate on the Term Loan was 4.25%.

Amended ABL Facility

The Company’s Asset-Based Lending Facility (“Amended ABL Facility”) provides for revolving loans of up to $150.0 million (subject to a borrowing base) and letters of credit of up to $30.0 million. Borrowing availability under the Amended ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of qualified cash, eligible inventory and eligible accounts receivable, less certain reserves and subject to certain other adjustments. At January 31, 2016 and November 1, 2015, the Company’s excess availability under the Amended ABL Facility was $108.7 million and $131.0 million, respectively. At both January 31, 2016 and November 1, 2015, the Company had no revolving loans outstanding under the Amended ABL Facility. In addition, at January 31, 2016 and November 1, 2015, standby letters of credit related to certain insurance policies totaling approximately $8.7 million and $8.7 million, respectively, were outstanding but undrawn under the Amended ABL Facility. The Amended ABL Facility will mature on June 24, 2019.

The Amended ABL Facility includes a minimum fixed charge coverage ratio of one to one, which will apply if we fail to maintain a specified minimum borrowing capacity. The minimum level of borrowing capacity as of January 31, 2016 and November 1, 2015 was $16.3 million and $19.7 million, respectively. Although the Amended ABL Facility did not require any financial covenant compliance, at January 31, 2016 and November 1, 2015, NCI’s fixed charge coverage ratio as of those dates, which is calculated on a trailing twelve month basis, was 3.44:1.00 and 3.54:1.00, respectively. These ratios include the pro forma impact of the CENTRIA Acquisition.

Loans under the Amended ABL Facility bear interest, at NCI’s option, as follows:

(1) Base Rate loans at the Base Rate plus a margin. The margin ranges from 0.75% to 1.25% depending on the quarterly average excess availability under such facility, and

(2) LIBOR loans at LIBOR plus a margin. The margin ranges from 1.75% to 2.25% depending on the quarterly average excess availability under such facility.

An unused commitment fee is paid monthly on the Amended ABL Facility at an annual rate of 0.50% based on the amount by which the maximum credit exceeds the average daily principal balance of outstanding loans and letter of credit obligations. Additional customary fees in connection with the Amended ABL Facility also apply.

For additional information on the Notes, Credit Agreement and the Amended ABL Facility, including guarantees and security, see our Annual Report on Form 10-K for the fiscal year ended November 1, 2015.

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Debt Covenants

The Company’s outstanding debt agreements contain a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to dispose of assets, make acquisitions and engage in mergers. As of January 31, 2016, the Company was in compliance with all covenants that were in effect on such date. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended November 1, 2015.

Deferred Financing Costs

At January 31, 2016 and November 1, 2015, the unamortized balance in deferred financing costs related to the Notes, Credit Agreement and Amended ABL Facility was $10.6 million and $11.1 million, respectively.

Insurance Note Payable

As of November 1, 2015, the Company had an outstanding note payable in the amount of $0.5 million related to financed insurance premiums. Insurance premium financings are generally secured by the unearned premiums under such policies.

NOTE 13 — STOCK REPURCHASE PROGRAM

In January 2016, our Board of Directors authorized a stock repurchase program for up to an aggregate of $50.0 million of the Company's outstanding common stock, which we expect to fund through existing cash and cash flow generated from operations. Subject to applicable federal securities law, such purchases may occur at times and in amounts that we deem appropriate. During the first quarter of fiscal 2016, we repurchased 0.4 million shares for $3.9 million under this program.

As of January 31, 2016, approximately $46.1 million remains available for stock repurchases under the plan authorized in January 2016, and approximately 0.1 million shares remain authorized for repurchase under a previous program. The authorized programs have no time limit on their duration, but our Credit Agreement, Amended ABL Facility, and Notes apply certain limitations on our repurchase of shares of our common stock. The timing and method of any repurchases, which will depend on a variety of factors, including market conditions, are subject to results of operations, financial conditions, cash requirements and other factors, and may be suspended or discontinued at any time. In addition to the common stock repurchased during the first quarter of fiscal 2016 under our stock repurchase programs, we also withheld shares of restricted stock to satisfy minimum tax withholding obligations arising in connection with the vesting of restricted stock units, which are included in treasury stock purchases on the consolidated statements of stockholders’ equity.

Subsequent to January 31, 2016 and through March 3, 2016, we repurchased an additional 0.7 million shares for $7.4 million under the January 2016 program.

NOTE 14 — FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable approximate fair value as of January 31, 2016 and November 1, 2015 because of the relatively short maturity of these instruments. The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective fiscal period ends were (in thousands): 

	January 31, 2016				November 1, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Credit Agreement, due June 2019	$	184,147	$	182,306	$	194,147	$	193,662
8.25% senior notes, due January 2023	250,000		253,750		250,000		263,750

The fair values of the Credit Agreement and the Notes were based on recent trading activities of comparable market instruments which are level 2 inputs.

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Fair Value Measurements

ASC Subtopic 820-10, Fair Value Measurements and Disclosures, requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1:   Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2:   Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs.

Level 3:   Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used at January 31, 2016 and November 1, 2015

Money market:   Money market funds have original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity.

Mutual funds:   Mutual funds are valued at the closing price reported in the active market in which the mutual fund is traded.

Assets held for sale:   Assets held for sale are valued based on current market conditions, prices of similar assets in similar condition and expected proceeds from the sale of the assets.

Deferred compensation plan liability:   Deferred compensation plan liability is comprised of phantom investments in the deferred compensation plan and is valued at the closing price reported in the active market in which the money market, mutual fund or NCI stock phantom investments are traded.

The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of January 31, 2016, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): 

	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	612	$	—	$	—	$	612
Mutual funds – Growth	678		—		—		678
Mutual funds – Blend	2,826		—		—		2,826
Mutual funds – Foreign blend	662		—		—		662
Mutual funds – Fixed income	—		676		—		676
Total short-term investments in deferred compensation plan	4,778		676		—		5,454
Total assets	$	4,778	$	676	$	—	$	5,454
Liabilities:
Deferred compensation plan liability	$	—	$	4,685	$	—	$	4,685
Total liabilities	$	—	$	4,685	$	—	$	4,685

(1) Unrealized holding losses for the three months ended January 31, 2016 and February 1, 2015 were $(0.4) million and $(0.1) million, respectively. These unrealized holding losses are primarily offset by changes in the deferred compensation plan liability.

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The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of November 1, 2015, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): 

	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	744	$	—	$	—	$	744
Mutual funds – Growth	764		—		—		764
Mutual funds – Blend	2,984		—		—		2,984
Mutual funds – Foreign blend	724		—		—		724
Mutual funds – Fixed income	—		673		—		673
Total short-term investments in deferred compensation plan	$	5,216	$	673	$	—	$	5,889
Total assets	$	5,216	$	673	$	—	$	5,889
Liabilities:
Deferred compensation plan liability	$	—	$	5,164	$	—	$	5,164
Total liabilities	$	—	$	5,164	$	—	$	5,164

(1) Unrealized holding gain for the fiscal year ended November 1, 2015 was insignificant. This unrealized holding gain was primarily offset by changes in the deferred compensation plan liability.

The following table summarizes information regarding our financial assets that are measured at fair value on a nonrecurring basis as of January 31, 2016 and November 1, 2015 (in thousands): 

	Level 3
	January 31, 2016		November 1, 2015
Assets:
Assets held for sale(1)	$	—	$	2,280
Total assets	$	—	$	2,280

(1) Certain assets held for sale were valued at fair value and were measured at fair value on a nonrecurring basis. Assets held for sale are reported at fair value, if, on an individual basis, the fair value of the asset is less than cost. The fair value of assets held for sale is estimated using level 3 inputs, such as broker quotes for like-kind assets or other market indications of a potential selling value which approximates fair value. The assets that were previously reported at fair value as of November 1, 2015 were sold in January 2016. See Note 7 for additional information.

NOTE 15 — INCOME TAXES

The reconciliation of income tax computed at the statutory tax rate to the effective income tax rate is as follows:

	Fiscal Three Months Ended
	January 31, 2016		February 1, 2015
Statutory federal income tax rate	35.0	%	35.0	%
State income taxes	3.4	%	5.3	%
Domestic production activities deduction	(3.2	)%	(3.1	)%
Non-deductible expenses	0.9	%	0.8	%
Adjustment due to tax law change	(6.5	)%	25.2	%
Nontaxable gain from bargain purchase	(1.4	)%	—	%
Tax credits	(1.2	)%	—	%
Other	2.4	%	(2.8	)%
Effective tax rate	29.4	%	60.4	%

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The decrease in the effective tax rate was primarily the result of pre-tax income in the current period and the benefit related to the research and development credit for fiscal years 2015 and 2016 that was permanently extended in the Protecting Americans from Tax Hikes Act of 2015, which was signed into law after our fiscal 2015 ended. The effective tax rate for the same period in the prior year was primarily the result of a true-up to the fiscal 2014 income tax provision as a result of the Tax Increase Prevention Act of 2014 that changed our fiscal 2014 tax calculation but was not signed into law until after our fiscal 2014 ended.

NOTE 16 — OPERATING SEGMENTS

Operating segments are defined as components of an enterprise that engage in business activities and by which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources to the segment and assess the performance of the segment. We have three operating segments: engineered building systems; metal components; and metal coil coating. All operating segments operate primarily in the nonresidential construction market. Sales and earnings are influenced by general economic conditions, the level of nonresidential construction activity, metal roof repair and retrofit demand and the availability and terms of financing available for construction. Products of our operating segments use similar basic raw materials. The engineered building systems segment includes the manufacturing of main frames, Long Bay® Systems and value-added engineering and drafting, which are typically not part of metal components or metal coil coating products or services. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim, insulated panels and other related accessories. CENTRIA is included in the metal components segment. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The operating segments follow the same accounting policies used for our consolidated financial statements.

We evaluate a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on standard material costs plus a standard markup to cover labor and overhead and consist of (i) structural framing provided by the engineered building systems segment to the metal components segment; (ii) building components provided by the metal components segment to the engineered building systems segment; and (iii) hot-rolled, light gauge painted and slit material and other services provided by the metal coil coating segment to both the metal components and engineered building systems segments.

Corporate assets consist primarily of cash but also include deferred financing costs, deferred taxes and property, plant and equipment associated with our headquarters in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses include share-based compensation expenses, and executive, legal, finance, tax, treasury, human resources, information technology, purchasing, marketing and corporate travel expenses. Additional unallocated expenses include interest income, interest expense, strategic development and acquisition related costs and other (expense) income.

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The following table represents sales, operating income and total assets attributable to these operating segments for the periods indicated (in thousands):

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Total sales:
Engineered building systems	$	148,975		$	149,799
Metal components	230,456			172,789
Metal coil coating	51,206			55,610
Intersegment sales	(60,623		)	(55,272		)
Total sales	$	370,014		$	322,926
External sales:
Engineered building systems	$	145,950		$	144,494
Metal components	202,901			154,028
Metal coil coating	21,163			24,404
Total sales	$	370,014		$	322,926
Operating income (loss):
Engineered building systems	$	12,462		$	8,718
Metal components	16,104			8,336
Metal coil coating	4,819			3,977
Corporate	(18,126		)	(16,460		)
Total operating income	$	15,259		$	4,571
Unallocated other expense, net	(6,914		)	(5,381		)
Income (loss) before income taxes	$	8,345		$	(810	)

	January 31, 2016		November 1, 2015
Total assets:
Engineered building systems	$	204,632	$	218,646
Metal components	641,064		654,762
Metal coil coating	74,869		81,456
Corporate	96,277		124,865
Total assets	$	1,016,842	$	1,079,729

NOTE 17 — CONTINGENCIES

As a manufacturer of products primarily for use in nonresidential building construction, the Company is inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, the Company and/or its subsidiaries become involved in various legal proceedings or other contingent matters arising from claims, or potential claims. The Company insures against these risks to the extent deemed prudent by its management and to the extent insurance is available. Many of these insurance policies contain deductibles or self-insured retentions in amounts the Company deems prudent and for which the Company is responsible for payment. In determining the amount of self-insurance, it is the Company’s policy to self-insure those losses that are predictable, measurable and recurring in nature, such as claims for automobile liability and general liability. The Company regularly reviews the status of on-going proceedings and other contingent matters along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes are not predictable with assurance.

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NCI BUILDING SYSTEMS, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read in conjunction with the unaudited consolidated financial statements included herein under “Item 1. Unaudited Consolidated Financial Statements” and the audited consolidated financial statements and the notes thereto and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended November 1, 2015.

FORWARD LOOKING STATEMENTS

This Quarterly Report includes statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. In some cases, our forward-looking statements can be identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will” or other similar words. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking information, including any earnings guidance, if applicable. Although we believe that the expectations reflected in the forward-looking statements are reasonable, these expectations and the related statements are subject to risks, uncertainties, and other factors that could cause the actual results to differ materially from those projected. These risks, uncertainties, and other factors include, but are not limited to:

• industry cyclicality and seasonality and adverse weather conditions;

• challenging economic conditions affecting the nonresidential construction industry;

• volatility in the U.S. economy and abroad, generally, and in the credit markets;

• substantial indebtedness and our ability to incur substantially more indebtedness;

• our ability to generate significant cash flow required to service or refinance our existing debt, including the 8.25% senior notes due 2023, and obtain future financing;

• our ability to comply with the financial tests and covenants in our existing and future debt obligations;

• operational limitations or restrictions in connection with our debt;

• increases in interest rates;

• recognition of asset impairment charges;

• commodity price increases and/or limited availability of raw materials, including steel;

• our ability to make strategic acquisitions accretive to earnings;

• retention and replacement of key personnel;

• enforcement and obsolescence of intellectual property rights;

• fluctuations in customer demand;

• costs related to environmental clean-ups and liabilities;

• competitive activity and pricing pressure;

• increases in energy prices;

• volatility of the Company's stock price;

• dilutive effect on the Company's common stockholders of potential future sales of the Company's Common Stock held by our sponsor;

• substantial governance and other rights held by our sponsor;

• breaches of our information system security measures and damage to our major information management systems;

• hazards that may cause personal injury or property damage, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance;

• changes in laws or regulations, including the Dodd–Frank Act;

• our ability to integrate the acquisition of CENTRIA with our business and to realize the anticipated benefits of such acquisition;

• costs and other effects of legal and administrative proceedings, settlements, investigations, claims and other matters;

• timing and amount of our stock repurchases; and

• other risks detailed under the caption “Risk Factors” in Part I, Item 1A in our most recent Annual Report on Form 10-K as filed with the SEC.

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A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report, including those described under the caption “Risk Factors” in our most recent Annual Report on Form 10-K as filed with the SEC. We expressly disclaim any obligations to release publicly any updates or revisions to these forward-looking statements to reflect any changes in our expectations unless the securities laws require us to do so.

OVERVIEW

NCI Building Systems, Inc. (together with its subsidiaries, unless the context requires otherwise, the “Company,” “NCI,” “we,” “us” or “our”) is one of North America’s largest integrated manufacturers and marketers of metal products for the nonresidential construction industry. We design, engineer, manufacture and market engineered building systems and metal components primarily for nonresidential construction use. We manufacture and distribute extensive lines of metal products for the nonresidential construction market under multiple brand names through a nationwide network of plants and distribution centers. We sell our products for both new construction and repair and retrofit applications. We also provide metal coil coating services for commercial and construction applications, servicing both internal and external customers.

Engineered building systems offer a number of advantages over traditional construction alternatives, including shorter construction time, more efficient use of materials, lower construction costs, greater ease of expansion and lower maintenance costs. Similarly, metal components offer builders, designers, architects and end-users several advantages, including lower long-term costs, longer life, attractive aesthetics and design flexibility.

We use a 52/53 week year with our fiscal year end on the Sunday closest to October 31. In fiscal 2016, our year end will be October 30, 2016 which is the Sunday closest to October 31.

We assess performance across our operating segments by analyzing and evaluating, among other indicators, gross profit and operating income, as well as whether each segment has achieved its projected sales goals. In assessing our overall financial performance, we regard return on adjusted operating assets, as well as growth in earnings, as key indicators of shareholder value.

First Fiscal Quarter

Our first quarter results marked the 7^th consecutive quarter of meaningful year-over-year improvement in gross margin and Adjusted EBITDA. Our earnings growth in the quarter was driven by increases in our legacy businesses as well as incremental contribution from CENTRIA. We continue to focus on growing and integrating insulated panel products into our building and components businesses. Continued improvements we have been making in our production and cost efficiency are resulting in increasing gross margins.

Consolidated revenues increased by approximately 15% from the same period last year. The year-over-year improvement was driven by underlying volume growth, primarily in the metal components segment, combined with the incremental contribution from CENTRIA, which added an incremental $45.4 million to total sales in the current period. All our segments are achieving underlying growth through commercial discipline and manufacturing efficiencies.

Gross margin in the first quarter increased by 190 basis points to 24.2% of sales from the same period last year. This is the 7^th consecutive quarter of meaningful year over year improvement in gross margins. Engineering, selling, general and administrative expenses as a percentage of revenues decreased by 60 basis points to 18.9% compared to the same period last year, as we are executing on our strategic initiatives. 

For market context, low-rise nonresidential new construction starts, measured in square feet and comprising buildings of up to five stories, as reported by Dodge Data & Analytics, were down as much as 10% in the first quarter of our fiscal 2016 as compared to the same period in the prior year. We believe the underlying growth we are achieving is outpacing market activity.

Overall, we delivered adjusted EBITDA and adjusted diluted earnings per share in the 2016 first quarter that meaningfully exceed the prior year’s results. Our objective is to continue to execute on our strategic initiatives in order to increase market penetration and deliver top-line growth above nonresidential market growth during fiscal 2016.

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Industry Conditions

Our sales and earnings are subject to both seasonal and cyclical trends and are influenced by general economic conditions, interest rates, the price of steel relative to other building materials, the level of nonresidential construction activity, roof repair and retrofit demand and the availability and cost of financing for construction projects. Our sales are normally lower in the first half of each fiscal year compared to the second half because of unfavorable weather conditions for construction and typical business planning cycles affecting construction.

The nonresidential construction industry is highly sensitive to national and regional macroeconomic conditions. The current five-year recovery of low-rise construction has been choppy and slow. The annual volume of new construction starts is only just now poised to reach previous cyclical trough levels of activity from the last 50 years. Nevertheless, we believe the economy is recovering and will return to mid-cycle levels of activity over the next several years.In addition, the tightening of credit in financial markets from 2008-2010 adversely affected the ability of our customers to obtain financing for construction projects.The graph below shows the annual nonresidential new construction starts, measured in square feet, since 1968, as compiled and reported by Dodge Data & Analytics:

Dodge Nonresidential Construction Activity

Source: Dodge

Current market data continues to show subdued activity in nonresidential markets. According to Dodge Data & Analytics, low-rise nonresidential new construction starts, as measured in square feet and comprising buildings of up to five stories, were down as much as 10% for the first quarter of our fiscal 2016 as compared to the first quarter of fiscal 2015. However, leading indicators for low-rise, nonresidential construction activity continue to indicate positive momentum for fiscal year 2016.

The leading indicators that typically have the most meaningful correlation to nonresidential low-rise construction starts are the American Institute of Architects’ (“AIA”) Architecture Mixed Use Index, Dodge Residential single family starts and the Conference Board Leading Economic Index (“LEI”). Historically, there has been a very high correlation to the Dodge low-rise nonresidential starts when the three leading indicators are combined and then seasonally adjusted. The combined forward projection of these metrics, based on a 9 to 14 month historical lag for each metric, indicates modest growth for low-rise starts in the first half of fiscal 2016.

We normally do not maintain an inventory of steel in excess of our current production requirements. However, from time to time, we may purchase steel in advance of announced steel price increases. We can give no assurance that steel will be readily available or that prices will not continue to be volatile. While most of our sales contracts have escalation clauses that allow us,

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under certain circumstances, to pass along all or a portion of increases in the price of steel after the date of the contract but prior to delivery, for competitive or other reasons we may not be able to pass such price increases along. If the available supply of steel declines, we could experience price increases that we are not able to pass on to the end users, a deterioration of service from our suppliers or interruptions or delays that may cause us not to meet delivery schedules to our customers. Any of these problems could adversely affect our results of operations and financial condition. For additional discussion, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk — Steel Prices.”

Restructuring

We have developed plans to improve cost efficiency and optimize our combined manufacturing plant footprint, given the Company's recent acquisitions and restructuring efforts. The Company believes that the successful execution of these plans in phases over the next 9 to 36 months will result in annual cost savings ranging between $15.0 million and $20.0 million when completed. We are currently unable to make a good faith determination of cost estimates, or range of cost estimates, for actions associated with the plans. Restructuring charges will be recorded for these plans as they become estimable and probable. See Note 4 in the notes to the unaudited consolidated financial statements for additional information.

RESULTS OF OPERATIONS

Operating segments are defined as components of an enterprise that engage in business activities and by which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources to the segment and assess the performance of the segment. We have three operating segments: (i) engineered building systems; (ii) metal components; and (iii) metal coil coating. All operating segments operate primarily in the nonresidential construction market. Sales and earnings are influenced by general economic conditions, the level of nonresidential construction activity, metal roof repair and retrofit demand and the availability and terms of financing available for construction. Our operating segments are vertically integrated and benefit from similar basic raw materials. The engineered building systems segment includes the manufacturing of main frames, Long-Bay® Systems and value-added engineering and drafting, which are typically not part of metal components or metal coil coating products or services. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim, insulated panels and other related accessories. CENTRIA is included in the metal components segment. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The manufacturing and distribution activities of our segments are effectively coupled through the use of our nationwide hub-and-spoke manufacturing and distribution system, which supports and enhances our vertical integration. The operating segments follow the same accounting policies used for our consolidated financial statements.

We evaluate a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on standard material costs plus a standard markup to cover labor and overhead and consist of: (i) structural framing provided by the engineered building systems segment to the metal components segment; (ii) building components provided by the metal components segment to the engineered building systems segment; and (iii) hot-rolled, light gauge painted, and slit material and other services provided by the metal coil coating segment to both the metal components and engineered building systems segments.

Corporate assets consist primarily of cash but also include deferred financing costs, deferred taxes and property, plant and equipment associated with our headquarters in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses include share-based compensation expenses, and executive, legal, finance, tax, treasury, human resources, information technology, purchasing, marketing and corporate travel expenses. Additional unallocated expenses include interest income, interest expense, strategic development and acquisition related costs and other (expense) income. See Note 16 — Operating Segments in the notes to the unaudited consolidated financial statements for more information on our segments.

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The following table represents sales and operating income attributable to these operating segments for the periods indicated (in thousands): 

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Total sales:
Engineered building systems	$	148,975		$	149,799
Metal components	230,456			172,789
Metal coil coating	51,206			55,610
Intersegment sales	(60,623		)	(55,272		)
Total sales	$	370,014		$	322,926
External sales:
Engineered building systems	$	145,950		$	144,494
Metal components	202,901			154,028
Metal coil coating	21,163			24,404
Total sales	$	370,014		$	322,926
Operating income (loss):
Engineered building systems	$	12,462		$	8,718
Metal components	16,104			8,336
Metal coil coating	4,819			3,977
Corporate	(18,126		)	(16,460		)
Total operating income	$	15,259		$	4,571
Unallocated other expense	(6,914		)	(5,381		)
Income (loss) before income taxes	$	8,345		$	(810	)

FISCAL THREE MONTHS ENDED JANUARY 31, 2016 COMPARED TO FISCAL THREE MONTHS ENDED FEBRUARY 1, 2015

Consolidated sales increased by 14.6%, or $47.1 million for the three months ended January 31, 2016, compared to the three months ended February 1, 2015. These results were driven by the inclusion of CENTRIA, which contributed an incremental $45.4 million of external sales during the three months ended January 31, 2016. All our segments had higher total tonnage volumes during the current period, especially for our single-skin products; however, this increase was partially offset by the impact of lower steel prices in the current period.

Consolidated cost of sales increased by 12.1%, or $30.2 million for the three months ended January 31, 2016, compared to the three months ended February 1, 2015. This increase resulted in part from the inclusion of CENTRIA, which contributed an incremental $35.6 million of cost of sales during the three months ended January 31, 2016. We also had higher manufacturing costs in the engineered building systems segment and metal components segment, as well as higher materials and freight costs in the metal components segment, partially offset by lower materials costs in the metal coil coating segment.

Gross margin was 24.2% for the three months ended January 31, 2016, compared to 22.3% for the same period in the prior year. The increase in gross margin was the result of continued commercial discipline in all segments; higher margin product mix in our metal components segment, especially from insulated metal panel products and the inclusion of CENTRIA; and lower materials costs in all segments. We also realized a $0.7 million gain on the sale (asset recovery) of the Lockeford facility during the current period.

Engineered building systems sales were flat in the three months ended January 31, 2016, with total sales of $149.0 million, compared to $149.8 million in the same period in the prior year. Sales to third parties for the three months ended January 31, 2016 increased by $1.5 million to $146.0 million from $144.5 million in the same period in the prior year, primarily due to higher volumes, offset by the pass-through of lower steel costs. Engineered building systems third-party sales accounted for 39.4% of total consolidated third-party sales in the three months ended January 31, 2016, compared to 44.7% in the three months ended February 1, 2015.

Operating income of the engineered building systems segment increased to $12.5 million in the three months ended January 31, 2016, compared to $8.7 million in the same period in the prior year. This $3.8 million increase resulted from driven by improvements

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in commercial discipline, supply chain management and manufacturing efficiencies. We also realized a $0.7 million gain on the sale (asset recovery) of the Lockeford facility during the current period.

Metal components sales increased by 33.4%, or $57.7 million, to $230.5 million in the three months ended January 31, 2016, compared to $172.8 million in the same period in the prior year. The results were driven in part by the inclusion of CENTRIA, which contributed $45.4 million of external sales during the three months ended January 31, 2016. This increase was also due to higher volume of single skin products shipped, partially offset by lower cold storage volumes. Sales to third parties for the three months ended January 31, 2016 increased $48.9 million to $202.9 million from $154.0 million in the same period in the prior year. Metal components third-party sales accounted for 54.8% of total consolidated third-party sales in the three months ended January 31, 2016, compared to 47.7% in the three months ended February 1, 2015.

Operating income of the metal components segment increased to $16.1 million in the three months ended January 31, 2016, compared to $8.3 million in the same period in the prior year. The $7.8 million increase was driven by the increased sales discussed above, as well as improved product mix, primarily from our insulated metal panel products, and manufacturing efficiencies.

Metal coil coating sales decreased by 7.9%, or $4.4 million, to $51.2 million in the three months ended January 31, 2016, compared to $55.6 million in the same period in the prior year. Sales to third parties for the three months ended January 31, 2016 decreased by $3.2 million to $21.2 million from $24.4 million in the same period in the prior year, primarily as a result of a decrease in external tons shipped and changes in steel costs. Metal coil coating third-party sales accounted for 5.7% of total consolidated third-party sales in the three months ended January 31, 2016, compared to 7.6% in the three months ended February 1, 2015.

Operating income of the metal coil coating segment increased to $4.8 million in the three months ended January 31, 2016, compared to $4.0 million in the same period in the prior year. The $0.8 million increase was primarily due to lower materials costs, partially offset by the decrease in sales to third parties as noted above.

Consolidated engineering, selling, general and administrative expenses, consisting of engineering, drafting, selling and administrative costs, increased to $69.9 million in the three months ended January 31, 2016, compared to $62.9 million in the same period in the prior year. As a percentage of sales, engineering, selling, general and administrative expenses were 18.9% for the three months ended January 31, 2016, as compared to 19.5% for the three months ended February 1, 2015. The $7.0 million increase was primarily due to the inclusion of CENTRIA, which contributed an incremental $6.4 million of engineering, selling, general and administrative costs during the three months ended January 31, 2016.

Consolidated intangible amortization increased to $2.4 million in the three months ended January 31, 2016, compared to $1.5 million in the same period in the prior year. This increase is directly related to the valuation of intangible assets related to the CENTRIA Acquisition. Intangible amortization amounts for the three months ended February 1, 2015 primarily related to prior acquisitions, including Metl-Span. 

Consolidated strategic development and acquisition related costs for the three months ended January 31, 2016 were $0.7 million, compared to $1.7 million for the three months ended February 1, 2015. These non-operational costs are related to acquisition-related activities that support our future growth targets and performance goals and generally include external legal, financial and due diligence costs incurred to pursue specific acquisition targets. Costs incurred during the three months ended February 1, 2015 were primarily related to the CENTRIA Acquisition.

Consolidated restructuring charges for the three months ended January 31, 2016 were $1.5 million. These charges relate to our efforts to further streamline our management and our engineering and drafting activities. Restructuring charges for the three months ended February 1, 2015 were $1.5 million, primarily related to actions taken in an effort to streamline our management and manufacturing structure to better serve our customers.

Consolidated interest expense increased to $7.9 million for the three months ended January 31, 2016, compared to $4.0 million for the same period of the prior year. On January 16, 2015, we issued $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 to fund the CENTRIA Acquisition, which increased our consolidated interest expense. This increase was partially offset by lower interest expense on our Credit Agreement due to principal prepayments the Company made during fiscal 2015.

Consolidated foreign exchange lossdecreased to a $0.7 millionloss for the three months ended January 31, 2016, compared to a $1.4 millionloss for the same period of the prior year, primarily due to foreign currency losses in both Mexico and Canada related to exchange rate fluctuations in the Mexican Peso and Canadian Dollar relative to the U.S. Dollar in the current period.

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Consolidated gain from bargain purchase was $1.9 million for the three months ended January 31, 2016, which resulted from the acquisition of manufacturing operations in Hamilton, Ontario, Canada. The fair value of the net assets acquired exceeded the purchase consideration. There was no corresponding amount recorded for the three months ended February 1, 2015.

Consolidated provision for income taxes was $2.5 million for the three months ended January 31, 2016, compared to $(0.5) million for the same period in the prior year. The effective tax rate for the three months ended January 31, 2016 was 29.4%, compared to 60.4% for the same period in the prior year, resulting from pre-tax income in the current period and the benefit related to the research and development credit for fiscal years 2015 and 2016 that was permanently extended by the Protecting Americans from Tax Hikes Act of 2015.

LIQUIDITY AND CAPITAL RESOURCES

General

Our cash and cash equivalents decreased from $99.7 million to $73.8 million during the three months ended January 31, 2016. The following table summarizes our consolidated cash flows for the three months ended January 31, 2016 and February 1, 2015 (dollars in thousands): 

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Net cash used in operating activities	(4,200		)	$	(2,211	)
Net cash used in investing activities	(5,777		)	(252,125		)
Net cash provided by (used in) financing activities	(15,495		)	238,999
Effect of exchange rate changes on cash and cash equivalents	(341		)	(598		)
Net decrease in cash and cash equivalents	(25,813		)	(15,935		)
Cash and cash equivalents at beginning of period	99,662			66,651
Cash and cash equivalents at end of period	$	73,849		$	50,716

Operating Activities

Our business is both seasonal and cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic conditions. We rely on cash and short-term borrowings to meet cyclical and seasonal increases in working capital needs. These needs generally rise during periods of increased economic activity or increasing raw material prices due to higher levels of inventory and accounts receivable. During economic slowdowns, or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable.

Net cash used in operating activities was $4.2 million during the three months ended January 31, 2016 compared to $2.2 million of net cash used in operating activities in the comparable period of fiscal 2015. The net use of cash in the current period was partially offset by net income of $5.9 million in the three months ended January 31, 2016, compared to net loss of $(0.3) million in the same period of fiscal 2015. Our primary use of cash in operating activities was for working capital.

The primary driver of our increased use of cash for working capital was the result of $35.6 million in cash used for accounts payable during the three months ended January 31, 2016 compared to $17.9 million in the comparable period of the prior year. Our vendor payments can significantly fluctuate based on the timing of disbursements, inventory purchases and vendor payment terms. Our days payable outstanding as of January 31, 2016 increased to 37.2 days compared to 35.4 days at February 1, 2015. 

The increased use of cash for accounts payable was partially offset by decreased use of cash for inventory and accounts receivable. Our days inventory on-hand decreased to 50.5 days as of January 31, 2016 as compared to 52.7 days at February 1, 2015. Our days sales outstanding decreased to 36.8 days as of January 31, 2016 from 38.3 days at February 1, 2015 as a result of strong collection efforts of outstanding customer balances during the current three month period.

Investing Activities

Net cash used in investing activities decreased during the three months ended January 31, 2016 to $5.8 million from $252.1 million in the comparable period in the prior year. The decrease in cash used is primarily attributable to the CENTRIA Acquisition

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in the three months ended February 1, 2015. In the three months ended January 31, 2016, the $5.8 million was related to capital expenditures. Additionally, we sold assets that were held for sale for $3.1 million and paid $3.1 million related to acquisitions.

Financing Activities

Net cash used in financing activities was $15.5 million during the three months ended January 31, 2016 compared to $239.0 million of cash provided by financing activities in the comparable prior year period. During the three months ended January 31, 2016, we used $4.6 million to repurchase shares of our outstanding common stock under the program approved by the Board of Directors in January 2016, as well as shares of restricted stock that were withheld to satisfy minimum tax withholding obligations arising in connection with the vesting of awards of restricted stock, and $10.0 million to make a principal prepayment on our term loan. In the three months ended February 1, 2015, we issued $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 to fund the CENTRIA Acquisition, partially offset by $9.2 million of payments for financing costs, $0.6 million of payments on our term loan and $1.5 million in purchases of our common stock.

We invest our excess cash in various overnight investments which are issued or guaranteed by the U.S. federal government.

Debt

As of January 31, 2016, we had an aggregate principal amount of $434.1 million of outstanding indebtedness, comprising $184.1 million of borrowings under our Credit Agreement and $250.0 million in aggregate principal amount of 8.25% senior notes due 2023. Our excess availability under the Amended ABL Facility was $108.7 million as of January 31, 2016. In addition, standby letters of credit related to certain insurance policies totaling approximately $8.7 million were outstanding but undrawn under the Amended ABL Facility. At January 31, 2016, we had no revolving loans outstanding under the Amended ABL Facility.

For additional information, see Note 12 in the notes to the unaudited consolidated financial statements.

Cash Flow

We periodically evaluate our liquidity requirements, capital needs and availability of resources in view of inventory levels, expansion plans, debt service requirements and other operating cash needs. To meet our short- and long-term liquidity requirements, including payment of operating expenses and repaying debt, we rely primarily on cash from operations. Beyond cash generated from operations, our Amended ABL Facility is undrawn with $108.7 million available at January 31, 2016 and $73.8 million of cash at January 31, 2016.

We expect that, for the next 12 months, cash generated from operations and our Amended ABL Facility will be sufficient to provide us the ability to fund our operations, provide the increased working capital necessary to support our strategy and fund planned capital expenditures of between approximately $20 million and $24 million for the remainder of fiscal 2016 and expansion when needed.

From time to time, we have used available funds to repurchase shares of our common stock under our stock repurchase programs. In January 2016, our Board of Directors authorized a stock repurchase program for up to an aggregate of $50.0 million of the Company's outstanding common stock. We expect to fund purchases under this program through existing cash and cash flow generated from operations. During the first quarter of fiscal 2016, we repurchased 0.4 million shares for $3.9 million. The timing and method of any additional repurchases will depend on a variety of factors, including applicable securities laws and market conditions, and are subject to results of operations, financial conditions, cash requirements and other factors, and may be suspended or discontinued at any time. In addition to the common stock repurchased during the first quarter of fiscal 2016 under our stock repurchase programs, we also withheld shares of restricted stock to satisfy minimum tax withholding obligations arising in connection with the vesting of awards of restricted stock related to our 2003 Long-Term Stock Incentive Plan.

Our corporate strategy seeks potential acquisitions that would provide additional synergies in our engineered building systems, metal components and metal coil coating segments. From time to time, we may enter into letters of intent or agreements to acquire assets or companies in these business lines. The consummation of these transactions could require substantial cash payments and/or issuance of additional debt.

The Company may repurchase or otherwise retire the Company’s debt and take other steps to reduce the Company’s debt or otherwise improve the Company’s financial position. These actions could include open market debt repurchases, negotiated repurchases, other retirements of outstanding debt and opportunistic refinancing of debt. The amount of debt that may be repurchased or otherwise retired, if any, will depend on market conditions, trading levels of the Company’s debt, the Company’s cash position, compliance with debt covenants and other considerations. Affiliates of the Company may also purchase the Company’s debt from

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time to time, through open market purchases or other transactions. In such cases, the Company’s debt may not be retired, in which case the Company would continue to pay interest in accordance with the terms of the debt, and the Company would continue to reflect the debt as outstanding on its consolidated balance sheets.

NON-GAAP MEASURES

Set forth below are certain non-GAAP measures which include “adjusted” operating income (loss), adjusted EBITDA, “adjusted” net income (loss) per diluted common share and “adjusted” net income (loss) applicable to common shares. We define adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization, adjusted for items broadly consisting of selected items which management does not consider representative of our ongoing operations and certain non-cash items of the Company. Such measurements are not prepared in accordance with U.S. GAAP and should not be construed as an alternative to reported results determined in accordance with U.S. GAAP. Management believes the use of such non-GAAP measures on a consolidated and operating segment basis assists investors in understanding the ongoing operating performance by presenting the financial results between periods on a more comparable basis. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating these measures, you should be aware that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in these non-GAAP measures. In addition, certain financial covenants related to our Credit Agreement, Amended ABL Facility, and Notes are based on similar non-GAAP measures. The non-GAAP information provided is unique to the Company and may not be consistent with the methodologies used by other companies.

The following tables reconcile adjusted operating income (loss) to operating income (loss) for the periods indicated (in thousands):

	Three Months Ended January 31, 2016
	Engineered Building Systems			Metal Components		Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	12,462		$	16,104	$	4,819	$	(18,126	)	$	15,259
Restructuring and impairment charges	500			285		—		725			1,510
Strategic development and acquisition related costs	—			366		—		315			681
Asset recovery	(725		)	—		—		—			(725		)
Adjusted operating income (loss)	$	12,237		$	16,755	$	4,819	$	(17,086	)	$	16,725

	Three Months Ended February 1, 2015
	Engineered Building Systems		Metal Components		Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	8,718	$	8,336	$	3,977	$	(16,460	)	$	4,571
Restructuring and impairment charges	871		606		—					1,477
Strategic development costs	—		—		—		1,729			1,729
Short lived acquisition method related fair value adjustments	—		972		—		—			972
Adjusted operating income (loss)	$	9,589	$	9,914	$	3,977	$	(14,731	)	$	8,749

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 The following tables reconcile adjusted EBITDA to net income (loss) for the periods indicated (in thousands): 

	2nd Quarter May 3, 2015			3rd Quarter August 2, 2015		4th Quarter  November 1, 2015			1st Quarter  January 31, 2016			Trailing  12 Months  January 31,  2016
Net income (loss)	$	(7,488	)	$	7,220	$	18,407		$	5,892		$	24,031
Add:
Depreciation and amortization	13,766			14,541		13,354			10,747			52,408
Consolidated interest expense, net	8,280			8,135		7,993			7,847			32,255
Provision (benefit) for income taxes	(4,087		)	3,520		10,029			2,453			11,915
Restructuring and impairment charges	1,759			504		7,611			1,510			11,384
Gain from bargain purchase	—			—		—			(1,864		)	(1,864		)
Strategic development and acquisition related costs	628			701		1,143			681			3,153
Gain on legal settlements	—			—		(3,765		)	—			(3,765		)
Fair value adjustments of acquired inventory	775			1,000		—			—			1,775
Share-based compensation	2,201			2,568		1,677			2,582			9,028
Asset recovery	—			—		—			(725		)	(725		)
Adjusted EBITDA	$	15,834		$	38,189	$	56,449		$	29,123		$	139,595

	2nd Quarter  May 4, 2014			3rd Quarter  August 3, 2014		4th Quarter  November 2, 2014		1st Quarter  February 1, 2015			Trailing 12 Months February 1, 2015
Net income (loss)	$	(4,905	)	$	6,089	$	14,259	$	(320	)	$	15,123
Add:
Depreciation and amortization	8,941			8,994		9,220		9,731			36,886
Consolidated interest expense, net	3,035			3,142		3,053		3,980			13,210
Provision (benefit) for income taxes	(3,057		)	2,837		4,215		(490		)	3,505
Restructuring and impairment charges	—			—		—		1,477			1,477
Gain on insurance recovery	(324		)	—		—		—			(324		)
Secondary offering costs	50			—		—		—			50
Strategic development and acquisition related costs	—			1,486		3,512		1,729			6,727
Fair value adjustments of acquired inventory	—			—		—		583			583
Share-based compensation	2,563			2,404		2,022		2,933			9,922
Adjusted EBITDA	$	6,303		$	24,952	$	36,281	$	19,623		$	87,159

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The following tables reconcile adjusted net income per diluted common share to net income (loss) per diluted common share and adjusted net income applicable to common shares to net income (loss) applicable to common shares for the periods indicated (in thousands):

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Net income (loss) per diluted common share, GAAP basis	$	0.08		$	(0.00	)
Restructuring and impairment charges, net of taxes	0.01			0.01
Strategic development and acquisition related costs, net of taxes	0.01			0.01
Asset recovery, net of taxes	(0.00		)	—
Gain from bargain purchase	(0.03		)	—
Short lived acquisition method fair value adjustments, net of taxes	—			0.01
Adjusted net income per diluted common share	$	0.07		$	0.03

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Net income (loss) applicable to common shares, GAAP basis	$	5,835		$	(320	)
Restructuring and impairment charges, net of taxes	921			910
Strategic development and acquisition related costs, net of taxes	415			1,065
Asset recovery, net of taxes	(442		)	—
Gain from bargain purchase	(1,864		)	—
Short lived acquisition method fair value adjustments, net of taxes	—			599
Adjusted net income applicable to common shares	$	4,865		$	2,254

OFF-BALANCE SHEET ARRANGEMENTS

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of January 31, 2016, we were not involved in any material unconsolidated SPE transactions.

CONTRACTUAL OBLIGATIONS

In general, purchase orders issued in the normal course of business can be terminated in whole or in part for any reason without liability until the product is received.

During the three months ended January 31, 2016, we completed the acquisition of a manufacturing business in Hamilton, Ontario, Canada for net cash consideration of $2.2 million. There have been no other material changes in our future contractual obligations since the end of fiscal 2015 other than the normal expiration of existing contractual obligations. See Part 2, Item 7 of our Annual Report on Form 10-K for the fiscal year ended November 1, 2015 for more information on our contractual obligations. See Note 12 — Long-Term Debt and Note Payable in the notes to the unaudited consolidated financial statements for more information on the material terms of our Notes, Credit Agreement and Amended ABL Facility. 

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Our most critical accounting policies include those that pertain to revenue recognition, insurance accruals, share-based compensation, income taxes, accounting for acquisitions, intangible assets and goodwill, allowance for doubtful accounts, inventory valuation, property, plant and equipment valuation and contingencies, which are described in Item 7 of our Annual Report on Form 10-K for the year ended November 1, 2015.

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RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for our first quarter in fiscal 2018 under either full or modified retrospective adoption. Early application is not permitted. On July 9, 2015, the FASB deferred the effective date by one year. Entities can still adopt the amendments as of the original effective date. ASU 2014-09 is effective for our fiscal year ending November 3, 2019, including interim periods within that fiscal year. We are currently assessing the potential effects of these changes to our consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in FASB Accounting Standards Codification 718, Compensation — Stock Compensation, as it relates to such awards. ASU 2014-12 is effective for our first quarter in fiscal 2017, with early adoption permitted. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items. The guidance is effective for our fiscal year ending October 29, 2017. A reporting entity may apply the amendments prospectively. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as a separate asset. In circumstances where the costs are incurred before the debt liability is recorded, the costs will be reported on the balance sheet as an asset until the debt liability is recorded. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and is effective for our fiscal year ending October 29, 2017. Early adoption is permitted for financial statements that have not been previously issued. In August 2015, FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting), to provide further clarification to ASU 2015-03 as it relates to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. Upon adoption of this guidance, we expect to reclassify approximately $8 million in deferred financing costs as a reduction of the carrying amount of the debt liability.

In April 2015, the FASB issued ASU 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the guidance specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. ASU 2015-05 further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. The guidance is effective for our fiscal year ended October 29, 2017. We are currently assessing the impact of this guidance on our consolidated financial statements.

In July 2015, the FASB issues ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires that inventory that has historically been measured using first-in, first-out (FIFO) or average cost method should now be measured at the lower of cost and net realizable value. The update requires prospective application and is effective for our fiscal year ending October 28, 2018. Early adoption is permitted for financial statements that have not been previously issued. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires all deferred tax assets and liabilities to be presented on the balance sheet as noncurrent. ASU 2015-17 is effective for our fiscal year ending October 28, 2018. Early adoption is permitted. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated financial position on a retrospective basis.

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In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to record most leases on the balance sheet and modifies the classification criteria and accounting for sales-type leases and direct financing leases for lessors. ASU 2016-02 is effective for our fiscal year ending November 1, 2020, including interim periods within that fiscal year. The guidance requires entities to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Early adoption is permitted. We are evaluating the impact that the adoption of this guidance will have on our consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Steel Prices

We are subject to market risk exposure related to volatility in the price of steel. For the fiscal three months ended January 31, 2016, steel constituted approximately 67% of our cost of sales. Our business is heavily dependent on the price and supply of steel. Our various products are fabricated from steel produced by mills to forms including bars, plates, structural shapes, sheets, hot-rolled coils and galvanized or Galvalume® — coated coils⁽¹⁾. The steel industry is highly cyclical in nature, and steel prices have been volatile in recent years and may remain volatile in the future. Steel prices are influenced by numerous factors beyond our control, including general economic conditions, domestically and internationally, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions. Based on the cyclical nature of the steel industry, we expect steel prices will continue to be volatile. Although we have the ability to purchase steel from a number of suppliers, a production cutback by one or more of our current suppliers could create challenges in meeting delivery schedules to our customers. Because we have periodically adjusted our contract prices, particularly in the engineered building systems segment, we have generally been able to pass increases in our raw material costs through to our customers. The graph below shows the monthly CRU Index data for the North American Steel Price Index over the historical five-year period. The CRU North American Steel Price Index has been published by the CRU Group since 1994 and we believe this index appropriately depicts the volatility we have experienced in steel prices. The index, based on a CRU survey of industry participants, is now commonly used in the settlement of physical and financial contracts in the steel industry. The prices surveyed are purchases for forward delivery, according to lead time, which will vary. For example, the January index would likely approximate our fiscal March steel purchase deliveries based on current lead-times. The volatility in this steel price index is comparable to the volatility we experience in our average cost of steel.

⁽¹⁾  Galvalume® is a registered trademark of Biec International, Inc.

Source: www.crugroup.com

We normally do not maintain an inventory of steel in excess of our current production requirements. However, from time to time, we may purchase steel in advance of announced steel price increases. In addition, it is our current practice to purchase all steel inventory that has been ordered but is not in our possession. Therefore, our inventory may increase if demand for our products declines. We can give no assurance that steel will remain available or that prices will not continue to be volatile.

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With steel accounting for approximately 67% of our cost of sales for the fiscal three months ended January 31, 2016, a one percent change in the cost of steel would have resulted in a pre-tax impact on cost of sales of approximately $1.9 million for the three months ended January 31, 2016, if such costs were not passed on to our customers. The impact to our financial results of operations would be significantly dependent on the competitive environment and the costs of other alternative building products, which could impact our ability to pass on these higher costs.

Other Commodity Risks

In addition to market risk exposure related to the volatility in the price of steel, we are subject to market risk exposure related to volatility in the price of natural gas. As a result, we occasionally enter into both index-priced and fixed-price contracts for the purchase of natural gas. We have evaluated these contracts to determine whether the contracts are derivative instruments. Certain contracts that meet the criteria for characterization as a derivative instrument may be exempted from hedge accounting treatment as normal purchases and normal sales and, therefore, these forward contracts are not marked to market. At January 31, 2016, all of our contracts for the purchase of natural gas met the scope exemption for normal purchases and normal sales.

Interest Rates

We are subject to market risk exposure related to changes in interest rates on our Credit Agreement and the Amended ABL Facility. These instruments bear interest at an agreed upon percentage point spread from either the prime interest rate or LIBOR. Under our Credit Agreement, we may, at our option, fix the interest rate for certain borrowings based on a spread over LIBOR for 30 days to six months. At January 31, 2016, we had $184.1 million outstanding under our Credit Agreement. Based on this balance, an immediate change of one percent in the interest rate would cause a change in interest expense of approximately $1.8 million on an annual basis. The fair value of our Credit Agreement, due June 2019, at January 31, 2016 was approximately $182.3 million compared to the face value of $184.1 million. The fair value of our Credit Agreement at November 1, 2015 was approximately $193.7 million compared to the face value of $194.1 million. The fair value of the Notes, due January 2023, at January 31, 2016 was approximately $253.8 million compared to the face value of $250.0 million. The fair value of the Notes at November 1, 2015 was approximately $263.8 million compared to the face value of $250.0 million.

See Note 12 — Long-Term Debt and Note Payable in the notes to the unaudited consolidated financial statements for more information on the material terms of our long-term debt.

Foreign Currency Exchange Rates

We are exposed to the effect of exchange rate fluctuations on the U.S. dollar value of foreign currency denominated operating revenue and expenses. The functional currency for our Mexico operations is the U.S. dollar. Adjustments resulting from the re-measurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in net income (loss) in the current period. Net foreign currency re-measurement losses for the three month periods ended January 31, 2016 and February 1, 2015 were $(0.2) million and $(0.9) million, respectively.

The functional currency for our Canada operations is the Canadian dollar. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other comprehensive income in stockholders’ equity. The net foreign currency exchange gains (losses) included in net income (loss) for the three month periods ended January 31, 2016 and February 1, 2015 were $(0.3) million and $(0.5) million, respectively. The net foreign currency translation adjustments, net of taxes, included in other comprehensive income (loss) for the three month periods ended January 31, 2016 and February 1, 2015 were $(0.3) million and $(0.3) million, respectively.

As a result of the CENTRIA Acquisition, we have operations in China and are exposed to fluctuations in the foreign currency exchange rate between the U.S. dollar and Chinese Yuan. The functional currency for our China operations is the Chinese Yuan. The net foreign currency translation adjustments were insignificant for the three month periods ended January 31, 2016 and February 1, 2015.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is

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recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management believes that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and based on the evaluation of our disclosure controls and procedures as of January 31, 2016, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at such reasonable assurance level.

Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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NCI BUILDING SYSTEMS, INC.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

See Part I, Item 1, “Unaudited Consolidated Financial Statements”, Note 17, which is incorporated herein by reference.

Item 1A. Risk Factors.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended November 1, 2015. The risks disclosed in our Annual Report on Form 10-K and information provided elsewhere in this report, could materially adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known or we currently deem to be immaterial may materially adversely affect our business, financial condition or results of operations. We believe there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended November 1, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In January 2016, our Board of Directors authorized a stock repurchase program for up to an aggregate of $50.0 million of the Company's outstanding common stock. The following table summarizes the stock repurchase activity during the first quarter of fiscal 2016 relating to all the Company's plans and programs and the approximate number and dollar value of shares that may yet be purchased pursuant to our stock repurchase programs (in thousands, except share data):

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a)  Total Number  of Shares Purchased(1)	(b)  Average  Price Paid per Share (or Unit)		(c)  Total Number of Shares Purchased as  Part of Publicly Announced Programs	(d)  Maximum Number of Shares that May Yet be Purchased Under the 2007 Program(2)	(e) Maximum Dollar Value of Shares that May Yet be Purchased Under the 2016 Program(2)
November 2, 2015 to November 29, 2015	407	$	10.90	—	129,218	$	—
November 30, 2015 to December 27, 2015	62,555	$	12.23	—	129,218	$	—
December 28, 2015 to January 31, 2016	385,600	$	10.00	385,600	129,218	$	46,142
Total	448,562	$	10.32	385,600

(1) The total number of shares purchased includes our common stock repurchased under the programs described below as well as shares of restricted stock that were withheld to satisfy minimum tax withholding obligations arising in connection with the vesting of awards of restricted stock. The required withholding is calculated using the closing sales price on the previous business day prior to the vesting date as reported by the NYSE.

(2) Our board of directors has authorized stock repurchase programs. Subject to applicable federal securities law, such purchases may occur, if at all, at times and in amounts that we deem appropriate. Shares repurchased are usually retired. On February 28, 2007, we publicly announced that our board of directors authorized the repurchase of 0.2 million shares of our common stock. There is no time limit on the duration of the program. At January 31, 2016, there were approximately 0.1 million shares of our common stock remaining authorized for repurchase under this program. At January 31, 2016, approximately $46.1 million remained available for stock repurchases under the program authorized in January 2016.

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Item 6. Exhibits.

Exhibits

Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Index to Exhibits immediately preceding the exhibits filed herewith and such listing is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NCI BUILDING SYSTEMS, INC.
	(Registrant)
Date: March 9, 2016	By:	/s/ Mark E. Johnson
		Mark E. Johnson
		Executive Vice President,
		Chief Financial Officer and Treasurer

Index to Exhibits

*†10.1	Form of Award Agreement for Restricted Stock Units and Performance Share Awards for Senior Executive Officers (December 2015 awards)
*†10.2	Form of Award Agreement for Restricted Stock Units and Performance Share Awards for Key Employees (December 2015 awards)
*†10.3	Form of Award Agreement for One-Time Grant of Performance Share Units to Donald R. Riley and John L. Kuzdal (December 2015)
*†10.4	General Form of Award Agreement for Equity Awards (December 2015)
*†10.5	Form of Award Agreement for Director Restricted Stock Units (December 2015)
*†10.6	Form of Award Agreement for Director Stock Options (December 2015)
*†10.7	NCI Building Systems, Inc. Deferred Compensation Plan (as amended and restated effective January 31, 2016)
*31.1	Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)
*31.2	Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)
**32.1	Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act of 2002)
**32.2	Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act of 2002)
*101.INS	XBRL Instance Document
*101.SCH	XBRL Taxonomy Extension Schema Document
*101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF	XBRL Taxonomy Definition Linkbase Document
*101.LAB	XBRL Taxonomy Extension Label Linkbase Document
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith

† Management contracts or compensatory plans or arrangements

EX-10.1

Exhibit 10.1

Exec RSU-PSU (v12-2015)

NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN

GENERAL TERMS AND CONDITIONS APPLICABLE TO EQUITY AWARDS

As evidenced by the award letter (the “Award Letter”) to which these General Terms and Conditions of Equity Award (the “General Terms and Conditions”) are attached, NCI Building Systems, Inc., a Delaware corporation (the “Company”), has granted to Grantee, pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the Grant Date (the “Plan”), an award of equity compensation (the “Award”) of or relating to shares of Company common stock, $0.01 par value per share (the “Common Stock”, and the shares of Common Stock subject to the Award, the “Awarded Shares”), upon and subject to the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan. Unless otherwise defined in these General Terms and Conditions, capitalized terms used in these General Terms and Conditions shall have the meanings assigned to them in the Award Letter or the Plan, as applicable. Grantee acknowledges receipt of a copy of the Plan in effect as of the date hereof, the terms and conditions of which are incorporated herein by reference. Grantee and the Company are referred to in these General Terms and Conditions collectively as the “Parties” each and individually as a Party”.

1. Effect of the Plan. The Award and the delivery of the Awarded Shares to Grantee are subject to all of the provisions of the Award Letter, these General Terms and Conditions and the Plan, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee. The Award shall be subject, without further action by the Company or Grantee, to any amendment, modification, restatement or supplement to the Plan that is beneficial to, or increases the rights of, Grantee. The Award shall not be subject to any amendment, modification, restatement or supplement to the Plan that reduces or adversely affects the rights and benefits available to Grantee hereunder, without the Grantee’s consent having been obtained thereto.

2. Grant. The Award shall evidence Grantee’s rights in respect of the Awarded Shares, and Grantee acknowledges that, except as provided in the Award Letter or these General Terms and Conditions, the Grantee shall not have any rights in respect of the Awarded Shares unless and until all vesting, exercise and settlement conditions in the Award Letter and these General Terms and Conditions have been satisfied and all tax withholding obligations applicable to the Vested Awarded Shares (as defined below) have been satisfied. Upon vesting, exercise and/or settlement of the Awarded Shares, as applicable, the Company shall, unless otherwise paid by Grantee as described in Section 9(a) of these General Terms and Conditions, withhold that number of Vested Awarded Shares necessary to satisfy any applicable tax withholding obligation of Grantee in accordance with the provisions of Section 9(a) of these General Terms and Conditions. Grantee agrees that Grantee’s rights to receive and/or retain all or any portion of the Awarded Shares shall be subject to all of the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan, including, but not limited to, the vesting and forfeiture conditions set forth in the Award Letter and Section 4 of these General Terms and Conditions, the restrictions on transfer set forth in the Award Letter and Section 5 of these General Terms and Conditions, and the satisfaction of the Required Withholding as set forth in Section 9(a) of these General Terms and Conditions.

3. Vesting Schedule. The Award shall be subject to such vesting conditions as are set forth in the Award Letter. Awarded Shares that have become vested pursuant to the Award Letter are referred to herein as “Vested Awarded Shares,” and Awarded Shares that have not yet become vested pursuant to the Award Letter are referred to herein as “Unvested Awarded Shares.”

4. Conditions of Forfeiture. Except as provided in the Award Letter, upon termination of Grantee’s continuing employment or consulting relationship with the Company or any Subsidiary (“Continuous Service”, and the date of termination thereof, the “Termination Date”) before the date on which the Award is fully vested, any Awarded Shares which remain Unvested Awarded Shares as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

5. Non-Transferability. Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that does not consist of issued and outstanding shares of Common Stock. In addition, Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that consists of issued and outstanding shares of Common Stock unless such shares of Common Stock are also Vested Awarded Shares. Any transfer in violation of this Section 5 shall be void and of no force or effect, and shall result in the immediate forfeiture of all Unvested Awarded Shares.

6. Dividend and Voting Rights; Dividend Equivalents.

(a)    Subject to Sections 4 and 5 and such other terms and conditions set forth in the Award Letter or in the Plan, upon the issuance of shares of Common Stock subject to the Awarded Shares, Grantee will obtain the rights of a stockholder of the Company,

including the right to vote all such shares of Common Stock and to receive all dividends, cash or stock (other than stock dividends accounted for as a stock split), paid or delivered thereon, from and after the date of such issuance.

(b)    Unless otherwise expressly set forth in an Award Letter, if, following the Grant Date hereof and prior to the issuance of shares of Common Stock subject to the Awarded Shares, any dividends, cash or stock (other than stock dividends accounted for as a stock split), are paid or delivered by the Company with respect to the Common Stock, Grantee shall be entitled to receive the amount of such dividends that would have been paid on shares of Common Stock relating to the unissued Awarded Shares. Such amount shall be paid to Grantee at the time and in the form the dividend is paid to holders of shares of the Common Stock, provided such amount shall be reduced by any Required Withholding. The subsequent forfeiture of the Unvested Awarded Shares pursuant to Section 4 hereof shall not create any obligation to repay cash dividends or stock dividends (other than stock dividends accounted for as a stock split) received under this Section 6(b) as to such Unvested Awarded Shares,

7. Capital Adjustments and Corporate Events. If, from time to time during the term of the Award, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration (including stock dividends accounted for as a stock split), the Awarded Shares shall be adjusted in accordance with the provisions of Section 12 of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of the Award Letter and, if relating to Unvested Awarded Shares, shall be included thereafter as “Unvested Awarded Shares” for purposes of the Award Letter and these General Terms and Conditions.

8. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any shares of Common Stock issued with respect to Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of the Award Letter, these General Terms and Conditions or the Plan, or (ii) to treat as owner of such shares, or accord the right to vote or pay or deliver dividends or other distributions to, any purchaser or other transferee to whom or which Grantee shall have attempted to transfer such shares in violation of the provisions of the Award Letter, these General Terms and Conditions or the Plan.

9. Tax Matters.

(a)     At all times on and prior to the final vesting date with respect to the Awarded Shares, the Company and Grantee shall cooperate to satisfy applicable federal, state and local income and employment tax withholding requirements applicable to the grant, exercise, vesting and/or settlement of the Awarded Shares (the “Required Withholding”). The Company shall withhold from the shares of Common Stock that otherwise have been or would have been delivered to Grantee (as applicable) the number of shares of Common Stock necessary to satisfy Grantee’s Required Withholding unless the Required Withholding shall previously have been satisfied, and, if applicable, shall deliver the remaining shares of Common Stock to Grantee. The amount of the Required Withholding and the number of shares of Common Stock to be withheld by the Company, if applicable, to satisfy Grantee’s Required Withholding, as well as the amount reflected on tax reports filed by the Company, shall be based on the value of such shares of Common Stock determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date prior to the applicable vesting date or the date on which the shares of Common Stock are delivered to Grantee, as appropriate. The obligations of the Company under these General Terms and Conditions will be conditioned on such satisfaction of the Required Withholding.

(b)     Grantee acknowledges that the tax consequences associated with the Award are complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state, and local tax consequences of this Award. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of the Award. Grantee understands further that, if the Awarded Shares represent the right to receive shares of Common Stock in the future and not the issuance of shares of Common Stock on the Grant Date, no election under Section 83 of the Internal Revenue Code of 1986, as amended, may be made with respect to this Award.

10. Covenants of Grantee.

(a)     For the period beginning on the Grant Date through the first anniversary of the Termination Date, Grantee shall not, directly or indirectly and whether on Grantee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in or be an owner, director, officer, employee, agent, consultant or other representative of or for, or lend money or equipment to or otherwise support, any business that manufactures, engineers, markets, sells or provides, within a 250-mile radius of any then existing manufacturing facility of the Company and its Subsidiaries and affiliates, metal building systems or components (including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, doors, windows or other metal components of a building structure), coated or painted steel or metal coils, coil coating or painting services, or any other products or services that are the same as or similar to those manufactured, engineered, marketed, sold or provided by the Company or its Subsidiaries and affiliates during the Continuous Service of Grantee. Ownership by Grantee of equity securities of the Company, or

of equity securities in other publicly owned companies constituting less than 1% of the voting securities in such companies, shall be deemed not to be a breach of this covenant.

(b)     For the period beginning on the Grant Date through the second anniversary of the Termination Date, Grantee shall not, directly or indirectly and whether on Grantee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, either (i) hire, seek to hire or solicit the employment or service of any employee, agent or consultant of the Company or its Subsidiaries and affiliates, (ii) in any manner attempt to influence or induce any employee, agent or consultant of the Company or its Subsidiaries and affiliates to leave the employment or service of the Company or its Subsidiaries and affiliates; (iii) use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees, agents or consultants of the Company or its Subsidiaries and affiliates unless required by due process of law; or (iv) call upon, solicit, divert or attempt to call upon, solicit or divert the business of any customer, vendor or acquisition prospect of the Company or any of its Subsidiaries or affiliates with whom Grantee dealt, directly or indirectly, during Grantee’s engagement with the Company or its Subsidiaries or affiliates.

(c)     Prior to the vesting of Grantee’s Unvested Awarded Shares, for purposes of the covenants made in this Section 10, the Company promises to provide Grantee (as is necessary for Grantee’s position) with various trade secrets and proprietary and confidential information consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the “Trade Secrets”), which are owned by the Company and regularly used in the operation of its business, but in connection with which the Company takes precautions to prevent dissemination to persons other than certain directors, officers and employees. Grantee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry or to the public; (b) are entrusted to Grantee after being informed of their confidential and secret status by the Company and because of the fiduciary position occupied by Grantee with the Company; (c) have been developed by the Company for, and on behalf of, the Company through substantial expenditures of time, effort and money and are used in its business; (d) give the Company an advantage over competitors who do not know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (f) the Trade Secrets are valuable, special and unique assets of the Company, the disclosure of which could cause substantial injury and loss of profits and goodwill to the Company. Grantee shall not use in any way or disclose any of the Trade Secrets, directly or indirectly, during Grantee’s Continuous Service with the Company, or at any time thereafter, except as required in the course of Grantee’s Continuous Service with the Company. All files, records, documents, information, data and similar items relating to the business of the Company, whether prepared by Grantee or otherwise coming into Grantee’s possession, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company under any circumstances without the prior written consent of the Board of Directors of the Company (except in the ordinary course of business during Grantee’s Continuous Service with the Company), and in any event shall be promptly delivered to the Company upon termination of Grantee’s Continuous Service for any reason. Grantee agrees that, upon Grantee’s receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Grantee shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Chairman of the Board and Chief Executive Officer of the Company. For this purpose, Grantee irrevocably nominates and appoints the Company (including any attorney retained by the Company), as Grantee’s true and lawful attorney-in-fact, to act in Grantee’s name, place and stead to perform any act that Grantee might perform to defend and protect against any disclosure of any Trade Secrets.

(d)     For the period beginning on the Grant Date through the first anniversary of the Termination Date, Grantee shall not for any reason whatsoever (whether or not related to the Award or the Awarded Shares) institute any legal proceedings against the Company, any of its Subsidiaries, or any of its officers, directors, agents or representatives.

(e)        (i) The parties hereto intend all provisions of subsections (a), (b), (c) and (d) of this Section 10 to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision of subsections (a), (b), (c) or (d) of this Section 10 is too broad to be enforced as written, the parties intend that the court may reform the provision to such narrower scope as it determines to be reasonable and enforceable, and, in the event the court reforms Section 10 (a) hereof, the Company may elect to either accept enforcement of the provision as so modified or require the return of cash or Shares as set forth in Section 10(e)(ii). In addition, however, Grantee agrees that the non-competition agreements, non-employment agreements, non-disclosure and no litigation agreements set forth above each constitute separate agreements independently supported by good and adequate consideration and shall survive the Termination Date. The existence of any claim or cause of action of Grantee against the Company, except for a breach of these General Terms and Conditions by the Company or its Subsidiaries, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of Grantee contained in the non-competition, non-employment, non-disclosure and no litigation agreements.

(ii) If in connection with the challenge by Grantee of any provision of Section 10(a), any court of competent jurisdiction determines that the non-competition agreement in Section 10(a) hereof is void or unenforceable or modifies Section 10(a) and the Company declines to accept the modification, Grantee agrees to return to the Company an amount equal to 80% of the total

value awarded Grantee under this Award, whether in the form of (whichever is applicable) (A) shares of Common Stock still owned by Grantee, (B) cash or other immediately available funds in an amount equal to the then fair market value of the shares of Common Stock issued on grant, vesting, exercise, settlement or conversion of Awarded Shares determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date such determination is made, or (C) any combination of (A) and (B) as determined by the Committee.

(f)     Grantee hereby agrees that a breach of any of the provisions of this Section 10 would cause irreparable injury to the Company and its Subsidiaries and affiliates, for which they would have no adequate remedy at law. If Grantee breaches or threatens to breach any of the covenants set forth in this Section 10, then without regard for any provision to the contrary, including Section 13 hereof, the Company shall have the right to immediately seek injunctive relief from a court having jurisdiction for any actual or threatened breach of this Section 10 without necessity of complying with any requirement as to the posting of a bond or other security (it being understood that Grantee hereby waives any such requirement). Any such injunctive relief shall be in addition to any other remedies to which the Company may be entitled at law, in equity or otherwise. Grantee hereby agrees that upon receipt of notice of the Company’s intent to seek injunctive relief, Grantee will not sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any shares of Common Stock issued upon grant, vesting, exercise, settlement or conversion of Awarded Shares, or any right or interest therein, pending the final resolution of such injunctive relief proceeding. In addition, Grantee shall, within ten (10) business days after it is ultimately determined that Grantee has committed such a breach hereof, whether in an injunctive proceeding brought under this Section 10(f) or pursuant to the dispute resolution provisions of Section 13 hereof, either (i) redeliver to the Company the shares of Common Stock issued upon grant, vesting, exercise, settlement or conversion of Awarded Shares, if still owned by Grantee, or (ii) reimburse the Company an amount equal to the then fair market value of such shares of Common Stock determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date such determination is made; which amount shall be paid to the Company in cash or other immediately available funds.

(g)     By acceptance of the Award, Grantee agrees to cooperate with, provide information to, and to participate in such exams and activities as requested by, the Company, if the Company, in its sole discretion, elects to obtain insurance or make other financial arrangements to fund or otherwise assure or assist in the performance and satisfaction of the Company’s obligations and liabilities under these General Terms and Conditions.

11. Entire Agreement; Governing Law. The Award Letter, the Plan and these General Terms and Conditions constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof. If there is any inconsistency between an express provision of the Award Letter, these General Terms and Conditions, and the Plan, the Committee shall resolve such inconsistency in a manner consistent with the intention of the Company in granting the Award. Nothing in the Plan, the Award Letter or these General Terms and Conditions (except as expressly provided in any of such instruments) is intended to confer any rights or remedies on any person other than the Parties. The Award Letter, these General Terms and Conditions and the Plan are to be construed in accordance with and governed by the internal laws of the State of Texas, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the Parties. Should any provision of the Plan, the Award Letter and these General Terms and Conditions relating to the Award (excluding for this purpose the provisions of Section 10(a), which is addressed in Section 10(e)) be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

12. Interpretive Matters. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in these General Terms and Conditions are inserted for convenience and shall not be deemed a part of these General Terms and Conditions for construction or interpretation.

13. Dispute Resolution. Except as provided in Section 10 hereof, the provisions of this Section 13 shall be the exclusive means of resolving disputes of the Parties (including any other persons claiming any rights or having any obligations through the Company or Grantee) arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions. The Parties shall attempt in good faith to resolve any disputes arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions by negotiation between individuals who have authority to settle the controversy. Either Party may commence negotiations by delivering to the other Party a written statement of the Party’s position and the name and title of the individual who will represent the Party. Within thirty (30) days of the written notification, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation within ninety (90) days of the written notification of the dispute, either Party may file suit and each Party agrees that any suit, action, or proceeding arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a

Texas state court in Harris County, Texas) and that the Parties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to the fullest extent permitted by law, any objection a Party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the Parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

14. Nature of Payments. Any and all grants or deliveries related to the Award hereunder shall constitute special incentive payments to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit plan of the Company, or (b) any agreement between the Company and Grantee, except as such plan or agreement shall otherwise expressly provide.

15. Amendment; Waiver. The Award Letter and these General Terms and Conditions may be amended or modified only by means of a written document or documents signed by the Company and Grantee. Any provision for the benefit of the Company contained in the Award Letter or these General Terms and Conditions may be waived, either generally or in any particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

16. Notice. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at the Company’s principal executive office or the address of Grantee in the records and books of the Company, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section 16.

BY ACCEPTING THE AWARD, GRANTEE ACKNOWLEDGES AND AGREES THAT THE AWARDED SHARES SUBJECT TO THE AWARD SHALL VEST AND THE FORFEITURE PROVISIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THE AWARD LETTER (NOT THROUGH THE ACT OF BEING GRANTED THE AWARD). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THE AWARD LETTER OR THESE GENERAL TERMS AND CONDITIONS OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE. Grantee acknowledges receipt of a copy of the Plan, represents that Grantee is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. Grantee has reviewed the Award Letter, these General Terms and Conditions and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Award Letter, and fully understands all provisions of the Award Letter and these General Terms and Conditions and the Plan. Grantee hereby agrees that all disputes arising out of or relating to the Award Letter and these General Terms and Conditions and the Plan shall be resolved in accordance with Section 13 of these General Terms and Conditions. Grantee further agrees to notify the Company upon any change in the address for notice indicated in these General Terms and Conditions.

Exhibit A to General Terms and Conditions of Equity Award

Additional Terms Applicable to Restricted Stock Units

1.    Service-Based Vesting. The Restricted Stock Units (the “Restricted Stock Units”, or “RSUs”) shall vest if Grantee’s Continuous Service (as defined in the attached General Terms and Conditions) is not terminated during the period commencing with the Grant Date and ending with the applicable date that an applicable portion of the Restricted Stock Units vests (each, a “RSU Vesting Date”). Restricted Stock Units that have vested pursuant to the Award Letter are referred to in this Exhibit A as “Vested RSUs,” and Restricted Stock Units that have not yet vested pursuant to this Award Letter are referred to herein as “Unvested RSUs.” If Grantee’s Continuous Service is not terminated prior to an applicable RSU Vesting Date, the Restricted Stock Units shall vest to the schedule on the Award Letter or if not reference on the Award Letter, in installments equal to one-third (1/3) of the RSUs on each of the first, second and third anniversaries of the Grant Date (or the first business day thereafter)

If an installment of the vesting would result in a fractional Vested RSU, such installment will be rounded to the next higher or lower RSU, as determined by the Company, except the final installment, which will be for the balance of the RSUs.

2.    Effect of Termination of Employment; Accelerated Vesting. Notwithstanding anything to the contrary in the Award Letter, if Grantee’s Continuous Service terminates while any Unvested RSUs are outstanding and such termination is by reason of Grantee’s death or Disability, then all Unvested RSUs shall become Vested RSUs. In the event Grantee’s employment with the Company terminates while any Unvested RSUs are outstanding and such termination is other than by reason of Grantee’s death or Disability, then all Unvested RSUs will be forfeited and cancelled without payment.

For avoidance of doubt and notwithstanding any provision of the Plan to the contrary, Grantee agrees that neither Grantee’s retirement or nor Grantee’s attainment of Normal Retirement Age shall have any effect on the vesting of the Unvested RSUs, unless the Committee shall determine otherwise; provided, that, subject to the approval of the Committee in its sole discretion, Grantee’s retirement or attainment of Normal Retirement Age may be treated as a vesting event with respect to the Unvested RSUs.

3.     Effect of a Change in Control. All Unvested RSUs shall become Vested RSUs in accordance with the provisions of Section 12(b) of the Plan relating to a Change in Control.

4.    Actions with respect to Vested RSUs. Upon vesting of Restricted Stock Units, the Company shall, subject to the satisfaction of the Required Withholding, effect the settlement of the Unvested RSUs into an equal number of shares of Common Stock.

Exhibit A to General Terms and Conditions of Equity Award

Terms Applicable to Performance Share Award

1.    Performance Objectives:

(a)    Performance Objectives and Performance Goal: The Performance Objectives applicable to the PSUs are: (i) as to 40% of the Award, Cumulative Free Cash Flow against pre-established targets; (ii) as to an additional 40% of the Award, Cumulative Earnings Per Share against pre-established targets; and (iii) as to 20% of the Award, Total Shareholder Return or TSR. For this purpose, Cumulative Free Cash Flow, Cumulative Earnings Per Share and Total Shareholder Return or TSR shall be determined by the Committee as described in the Award Letter.

(b)    Performance Period. A single performance period shall apply to 100% of the target number of PSUs shown in the Award Letter (the “Performance Period”, and such target number, the “Target Number”). The Performance Period is the period as referenced in the Award Letter.

(c)    Certification of Achievement Relative to Performance Objectives: Following the end of the Performance Period, the Company’s Compensation Committee will certify the extent to which the Performance Objectives have been achieved. Performance at or above the threshold level of a Performance Objective will result in a percentage of the Target Number of PSUs becoming earned, up to any stated maximum amount. Earned PSUs will vest as set forth below. PSUs will be forfeited in full if the Company’s performance for the Performance Period does not meet or exceed the threshold level of any of the Performance Objectives. To the extent the earned PSUs are less than the Target Number of PSUs, such excess PSUs shall be forfeited and cancelled. The certification of the level of the Performance Objectives achieved and the corresponding number of PSUs earned shall occur no later than sixty (60) days after the end of the Performance Period.

(d)    Vesting Date for Earned PSUs: Subject to Section 2 below, 100% of the earned PSUs (as ultimately determined by the Compensation Committee) will vest on the date of the certification of such vesting by the Compensation Committee, which is expected to occur in December following the end of the last Performance Period.

(e)    Payment of Shares for Earned and Vested: The Company will issue the PSU Award Shares and pay dividend equivalents to Grantee with respect to vested earned PSUs, in each case as provided in the Award Letter, not later than fifteen (15) days following the date of the Compensation Committee certification.

2.    Special Rule as to Dividend Equivalents. Notwithstanding any provision in the Plan or in the General Terms and Conditions, until such time as shares of Common Stock issued in settlement of earned and vested PSUs (“PSU Award Shares”) are issued in payment for earned and vested PSUs, Grantee shall not have the rights of a stockholder with respect to the PSUs, including the right to vote or to receive any dividends, cash or stock (other than stock dividends accounted for as a stock split), paid or delivered thereon, from and after the date hereof; provided, however, that in the event that the Company pays any cash dividend, the PSUs will accumulate cash dividend equivalents. The dividend equivalents shall equal the dividends paid with respect to the Common Stock during the period (and to the extent) the PSUs remain outstanding and unpaid. The dividend equivalents shall accumulate, without interest, and be paid in cash at the time the related PSU Award Shares are issued, or shall be forfeited at the time the related PSUs are forfeited. For purposes of determining the amount of dividend equivalents accumulated and to be paid with respect to any earned and vested PSUs, the number of PSUs and PSU Award Shares which are payable, as ultimately determined based on the performance criteria, shall be considered to have been outstanding from the Grant Date. In the event of forfeiture of PSUs, Grantee shall have no further rights with respect to such PSUs or related dividend equivalents.

3.    Effect of Certain Events. The following provisions will apply in the event of the termination of employment or the occurrence of a Change in Control at a time when PSUs are outstanding.

(a)    Termination of Employment Prior to a Change in Control.

(i)    Termination for Any Reason Other Than Due to a Qualifying Termination.

(A)    Prior to the Completion of the Vesting Period. In the event Grantee’s employment with the Company terminates prior to the end of the vesting period specified in Section 1(d) for any reason other than a Qualifying Termination, this Award shall terminate, all outstanding unvested PSUs, whether earned or unearned, will be forfeited and cancelled and no additional amounts shall become payable under this Award as of the date of such employment termination. For this purpose, a “Qualifying Termination” means a termination due to Grantee’s death or Disability, a termination by the Company without Cause (as defined

in Exhibit C to the Award Letter), or a termination due to Grantee’s voluntary resignation with Good Reason (as defined in Exhibit C to the Award Letter).

(B)    Following the Completion of the Vesting Period. In the event Grantee’s employment with the Company terminates following the end of the vesting period specified in Section 1(d) for any reason other than a Qualifying Termination, then Grantee shall retain his or her right to payment in respect of any earned PSUs (as ultimately certified by the Committee); provided, that if Grantee’s employment is terminated by the Company with Cause, this Award shall immediately be forfeited in its entirety. PSU Award Shares and dividend equivalents underlying such vested PSUs shall be distributed at such time as distributions are made with respect to other earned PSUs to other grantees.

(ii)    Termination Due to Qualifying Termination.

(A)    Prior to the Completion of the Vesting Period. In the event Grantee’s employment with the Company terminates prior to the end of the vesting period specified in Section 1(d) due to a Qualifying Termination, a prorated number of PSUs shall become earned and vested as follows. Such prorated number of PSUs shall be equal to the product of (a) the number of PSUs earned (as ultimately certified by the Committee following the end of the Performance Period, and determined as if Grantee remained continuously employed through the vesting date), multiplied by (b) a proration fraction, the numerator of which is the number of days elapsed in the Performance Period through the date of termination and the denominator of which is the total number of days in the performance period; provided, that, except in case of a termination by reason of death or Disability, if such fraction is less than ½ (one-half), then, unless the Committee shall determine otherwise in its sole discretion, the Award shall immediately be forfeited in its entirety. PSU Award Shares and dividend equivalents underlying such vested PSUs shall be distributed following the Performance Period at such time as distributions are made with respect to other earned PSUs to other grantees.

(B)    Following the Completion of the Vesting Period. In the event Grantee’s employment with the Company terminates following the end of the vesting period specified in Section 1(d) due to a Qualifying Termination, then Grantee shall retain his or her right to payment in respect of any earned (as ultimately certified by the Committee) PSUs. PSU Award Shares and dividend equivalents underlying such vested PSUs shall be distributed at such time as distributions are made with respect to other earned PSUs to other grantees.

For avoidance of doubt and notwithstanding any provision of the Plan to the contrary, Grantee agrees that neither Grantee’s retirement or nor Grantee’s attainment of Normal Retirement Age shall have any effect on the vesting of the unvested PSUs, unless the Committee shall determine otherwise; provided, that, subject to the approval of the Committee in its sole discretion, Grantee’s retirement or attainment of Normal Retirement Age may be treated as a Qualifying Termination.

(b)    Effect of Change in Control. In the event of a Change in Control prior to the Grantee’s termination of employment for any reason, the number of PSUs earned shall be calculated and certified by the Committee, as provided below, such earned PSUs shall become vested, and PSU Award Shares and dividend equivalents underlying the earned PSUs shall be payable on or within five (5) days after the date of the Change in Control.

First:    If the Performance Period has not been completed, the maximum number of PSUs that could be earned shall be deemed earned.

Second: If the Performance Period has been completed, then the earned PSUs shall be equal to the number certified by the Committee.

Exhibit CAdditional Definitions

1.    For purposes of the Award Letter, “Cause” shall have the meaning ascribed to such term in Grantee’s current employment agreement with the Company or any of its Subsidiaries (the “Employment Agreement”) or, if no such Employment Agreement exists or if “Cause” is not defined in the Employment Agreement, “Cause” means:

(i)    Grantee’s failure or inability for any reason to devote substantially all of his or her business time and effort to the performance of his or her duties and responsibilities to the Company and its Subsidiaries (vacation time and absence due to sickness or disability being excepted herefrom) and such failure or inability continues for a period of thirty (30) days after written notice by the Company of the existence of such failure or inability; provided, however, that only one such notice by the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall be required;

(ii)    indictment for, or conviction of, or plea of nolo contendere to, a felony, other than a felony involving the operation of a motor vehicle which does not result in serious bodily harm to any person;

(iii)    breach or failure by Grantee to perform any of his or her material covenants contained in the Employment Agreement that is not cured within thirty (30) days after written notice by the Company of the breach or failure to perform; provided, however, that only one such notice by the Company need be sent and, if such failure re‑occurs thereafter, no further notice and opportunity to cure such failure shall be required;

(iv)    disregard or failure to use commercially reasonable efforts to carry out the reasonable and lawful instructions of any employee to whom Grantee reports or the Board of Directors of the Company, or a material violation of policies established by the Company, with respect to the operation of its business and affairs that continues for a period of thirty (30) days after written notice by the Company of the existence of such violation, disregard or failure; provided, however, that only one such notice by the Company need be sent and, if such violation, disregard or failure re-occurs thereafter, no further notice and opportunity to cure such violation, disregard or failure shall be required;

(v)    an act committed by Grantee which (A) brings the Company or any of its Subsidiaries into public disgrace, or (B) harms the business operations of the Company or any of its Subsidiaries; provided, however, that the Board of Directors of the Company must first provide to Grantee written notice clearly and fully describing the particular acts or omissions which the Board reasonably believes in good faith constitutes Cause under this subsection and an opportunity, within thirty (30) days following his or her receipt of such notice, to meet in person with the Board of Directors to explain or defend the alleged acts or omissions relied upon by the Board of Directors and, to the extent practicable, to cure such acts or omissions;

(vi)    habitual insobriety or illegal use of controlled substances by Grantee; or

(vii)    breach or failure by Grantee to comply in any material respect with the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics or Employee Policy Manual (as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time in the sole discretion of the Board of Directors of the Company) that is not cured within thirty (30) days after written notice by the Company of the breach or failure to perform; provided, however, that only one such notice by the Company need be sent and, if such breach or failure reoccurs thereafter, no further notice and opportunity to cure such breach or failure shall be required.

2.    For purposes of the Award Letter, “Change in Control” shall have the meaning set forth in the Plan; provided, however, that, for the avoidance of doubt, clause (i) of the definition of “Change in Control” set forth in the Plan shall not be deemed to include an acquisition by a person which is inadvertent and/or otherwise not entered into for the purpose of, and does not have the effect of, changing or influencing the control of, the Company.

3.    For purposes of the Award Letter, “Good Reason” shall have the meaning ascribed to such term in the Employment Agreement or, if no such Employment Agreement exists or if “Good Reason” is not defined in the Employment Agreement, “Good Reason” means any of the following events that occurs without Grantee’s prior written consent:

(i)    any reduction in the amount of Grantee’s then-current base salary in excess of ten percent (10%) in any twelve month period;

(ii)    (A) a material reduction in Grantee’s title; or (B) a material, adverse reduction in the duties or responsibilities of Grantee relative to Grantee’s then‑current duties and responsibilities or, if applicable Grantee’s duties and responsibilities as described in the Employment Agreement;

(iii)    the breach or failure by the Company or Employer to perform any of its material covenants contained in the Employment Agreement, if any; or

(iv)    any relocation of Grantee’s principal place of employment outside the Houston, Texas metropolitan area (or, as to a Grantee whose principal place of employment is outside of the Houston Texas, metropolitan area, any relocation of such Grantee’s principal place of employment by more than 50 miles).

In order for a termination by Grantee to constitute a termination for Good Reason, Grantee must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the thirtieth (30th) day after such circumstances have arisen or occurred and must provide the Company with at least thirty (30) days within which to cure such circumstances before terminating employment, and, failing a cure, Grantee must terminate his or her employment within thirty (30) days following the expiration of such cure period.

EX-10.2

Exhibit 10.2

Annual RSU Form (4 year vest) (12/15)

NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN

GENERAL TERMS AND CONDITIONS APPLICABLE TO EQUITY AWARDS

As evidenced by the award letter (the “Award Letter”) to which these General Terms and Conditions of Equity Award (the “General Terms and Conditions”) are attached, NCI Building Systems, Inc., a Delaware corporation (the “Company”), has granted to Grantee, pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the Grant Date (the “Plan”), an award of equity compensation (the “Award”) of or relating to shares of Company common stock, $0.01 par value per share (the “Common Stock”, and the shares of Common Stock subject to the Award, the “Awarded Shares”), upon and subject to the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan. Unless otherwise defined in these General Terms and Conditions, capitalized terms used in these General Terms and Conditions shall have the meanings assigned to them in the Award Letter or the Plan, as applicable. Grantee acknowledges receipt of a copy of the Plan in effect as of the date hereof, the terms and conditions of which are incorporated herein by reference. Grantee and the Company are referred to in these General Terms and Conditions collectively as the “Parties” each and individually as a Party”.

1. Effect of the Plan. The Award and the delivery of the Awarded Shares to Grantee are subject to all of the provisions of the Award Letter, these General Terms and Conditions and the Plan, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee. The Award shall be subject, without further action by the Company or Grantee, to any amendment, modification, restatement or supplement to the Plan that is beneficial to, or increases the rights of, Grantee. The Award shall not be subject to any amendment, modification, restatement or supplement to the Plan that reduces or adversely affects the rights and benefits available to Grantee hereunder, without the Grantee’s consent having been obtained thereto.

2. Grant. The Award shall evidence Grantee’s rights in respect of the Awarded Shares, and Grantee acknowledges that, except as provided in the Award Letter or these General Terms and Conditions, the Grantee shall not have any rights in respect of the Awarded Shares unless and until all vesting, exercise and settlement conditions in the Award Letter and these General Terms and Conditions have been satisfied and all tax withholding obligations applicable to the Vested Awarded Shares (as defined below) have been satisfied. Upon vesting, exercise and/or settlement of the Awarded Shares, as applicable, the Company shall, unless otherwise paid by Grantee as described in Section 9(a) of these General Terms and Conditions, withhold that number of Vested Awarded Shares necessary to satisfy any applicable tax withholding obligation of Grantee in accordance with the provisions of Section 9(a) of these General Terms and Conditions. Grantee agrees that Grantee’s rights to receive and/or retain all or any portion of the Awarded Shares shall be subject to all of the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan, including, but not limited to, the vesting and forfeiture conditions set forth in the Award Letter and Section 4 of these General Terms and Conditions, the restrictions on transfer set forth in the Award Letter and Section 5 of these General Terms and Conditions, and the satisfaction of the Required Withholding as set forth in Section 9(a) of these General Terms and Conditions.

3. Vesting Schedule. The Award shall be subject to such vesting conditions as are set forth in the Award Letter. Awarded Shares that have become vested pursuant to the Award Letter are referred to herein as “Vested Awarded Shares,” and Awarded Shares that have not yet become vested pursuant to the Award Letter are referred to herein as “Unvested Awarded Shares.”

4. Conditions of Forfeiture. Except as provided in the Award Letter, upon termination of Grantee’s continuing employment or consulting relationship with the Company or any Subsidiary (“Continuous Service”, and the date of termination thereof, the “Termination Date”) before the date on which the Award is fully vested, any Awarded Shares which remain Unvested Awarded Shares as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

5. Non-Transferability. Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that does not consist of issued and outstanding shares of Common Stock. In addition, Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that consists of issued and outstanding shares of Common Stock unless such shares of Common Stock are also Vested Awarded Shares. Any transfer in violation of this Section 5 shall be void and of no force or effect, and shall result in the immediate forfeiture of all Unvested Awarded Shares.

6. Dividend and Voting Rights; Dividend Equivalents.

(a)    Subject to Sections 4 and 5 and such other terms and conditions set forth in the Award Letter or in the Plan, upon the issuance of shares of Common Stock subject to the Awarded Shares, Grantee will obtain the rights of a stockholder of the Company,

including the right to vote all such shares of Common Stock and to receive all dividends, cash or stock (other than stock dividends accounted for as a stock split), paid or delivered thereon, from and after the date of such issuance.

(b)    Unless otherwise expressly set forth in an Award Letter, if, following the Grant Date hereof and prior to the issuance of shares of Common Stock subject to the Awarded Shares, any dividends, cash or stock (other than stock dividends accounted for as a stock split), are paid or delivered by the Company with respect to the Common Stock, Grantee shall be entitled to receive the amount of such dividends that would have been paid on shares of Common Stock relating to the unissued Awarded Shares. Such amount shall be paid to Grantee at the time and in the form the dividend is paid to holders of shares of the Common Stock, provided such amount shall be reduced by any Required Withholding. The subsequent forfeiture of the Unvested Awarded Shares pursuant to Section 4 hereof shall not create any obligation to repay cash dividends or stock dividends (other than stock dividends accounted for as a stock split) received under this Section 6(b) as to such Unvested Awarded Shares,

7. Capital Adjustments and Corporate Events. If, from time to time during the term of the Award, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration (including stock dividends accounted for as a stock split), the Awarded Shares shall be adjusted in accordance with the provisions of Section 12 of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of the Award Letter and, if relating to Unvested Awarded Shares, shall be included thereafter as “Unvested Awarded Shares” for purposes of the Award Letter and these General Terms and Conditions.

8. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any shares of Common Stock issued with respect to Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of the Award Letter, these General Terms and Conditions or the Plan, or (ii) to treat as owner of such shares, or accord the right to vote or pay or deliver dividends or other distributions to, any purchaser or other transferee to whom or which Grantee shall have attempted to transfer such shares in violation of the provisions of the Award Letter, these General Terms and Conditions or the Plan.

9. Tax Matters.

(a)     At all times on and prior to the final vesting date with respect to the Awarded Shares, the Company and Grantee shall cooperate to satisfy applicable federal, state and local income and employment tax withholding requirements applicable to the grant, exercise, vesting and/or settlement of the Awarded Shares (the “Required Withholding”). The Company shall withhold from the shares of Common Stock that otherwise have been or would have been delivered to Grantee (as applicable) the number of shares of Common Stock necessary to satisfy Grantee’s Required Withholding unless the Required Withholding shall previously have been satisfied, and, if applicable, shall deliver the remaining shares of Common Stock to Grantee. The amount of the Required Withholding and the number of shares of Common Stock to be withheld by the Company, if applicable, to satisfy Grantee’s Required Withholding, as well as the amount reflected on tax reports filed by the Company, shall be based on the value of such shares of Common Stock determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date prior to the applicable vesting date or the date on which the shares of Common Stock are delivered to Grantee, as appropriate. The obligations of the Company under these General Terms and Conditions will be conditioned on such satisfaction of the Required Withholding.

(b)     Grantee acknowledges that the tax consequences associated with the Award are complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state, and local tax consequences of this Award. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of the Award. Grantee understands further that, if the Awarded Shares represent the right to receive shares of Common Stock in the future and not the issuance of shares of Common Stock on the Grant Date, no election under Section 83 of the Internal Revenue Code of 1986, as amended, may be made with respect to this Award.

10. Covenants of Grantee.

(a)     For the period beginning on the Grant Date through the first anniversary of the Termination Date, Grantee shall not, directly or indirectly and whether on Grantee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in or be an owner, director, officer, employee, agent, consultant or other representative of or for, or lend money or equipment to or otherwise support, any business that manufactures, engineers, markets, sells or provides, within a 250-mile radius of any then existing manufacturing facility of the Company and its Subsidiaries and affiliates, metal building systems or components (including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, doors, windows or other metal components of a building structure), coated or painted steel or metal coils, coil coating or painting services, or any other products or services that are the same as or similar to those manufactured, engineered, marketed, sold or provided by the Company or its Subsidiaries and affiliates during the Continuous Service of Grantee. Ownership by Grantee of equity securities of the Company, or

of equity securities in other publicly owned companies constituting less than 1% of the voting securities in such companies, shall be deemed not to be a breach of this covenant.

(b)     For the period beginning on the Grant Date through the second anniversary of the Termination Date, Grantee shall not, directly or indirectly and whether on Grantee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, either (i) hire, seek to hire or solicit the employment or service of any employee, agent or consultant of the Company or its Subsidiaries and affiliates, (ii) in any manner attempt to influence or induce any employee, agent or consultant of the Company or its Subsidiaries and affiliates to leave the employment or service of the Company or its Subsidiaries and affiliates; (iii) use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees, agents or consultants of the Company or its Subsidiaries and affiliates unless required by due process of law; or (iv) call upon, solicit, divert or attempt to call upon, solicit or divert the business of any customer, vendor or acquisition prospect of the Company or any of its Subsidiaries or affiliates with whom Grantee dealt, directly or indirectly, during Grantee’s engagement with the Company or its Subsidiaries or affiliates.

(c)     Prior to the vesting of Grantee’s Unvested Awarded Shares, for purposes of the covenants made in this Section 10, the Company promises to provide Grantee (as is necessary for Grantee’s position) with various trade secrets and proprietary and confidential information consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the “Trade Secrets”), which are owned by the Company and regularly used in the operation of its business, but in connection with which the Company takes precautions to prevent dissemination to persons other than certain directors, officers and employees. Grantee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry or to the public; (b) are entrusted to Grantee after being informed of their confidential and secret status by the Company and because of the fiduciary position occupied by Grantee with the Company; (c) have been developed by the Company for, and on behalf of, the Company through substantial expenditures of time, effort and money and are used in its business; (d) give the Company an advantage over competitors who do not know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (f) the Trade Secrets are valuable, special and unique assets of the Company, the disclosure of which could cause substantial injury and loss of profits and goodwill to the Company. Grantee shall not use in any way or disclose any of the Trade Secrets, directly or indirectly, during Grantee’s Continuous Service with the Company, or at any time thereafter, except as required in the course of Grantee’s Continuous Service with the Company. All files, records, documents, information, data and similar items relating to the business of the Company, whether prepared by Grantee or otherwise coming into Grantee’s possession, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company under any circumstances without the prior written consent of the Board of Directors of the Company (except in the ordinary course of business during Grantee’s Continuous Service with the Company), and in any event shall be promptly delivered to the Company upon termination of Grantee’s Continuous Service for any reason. Grantee agrees that, upon Grantee’s receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Grantee shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Chairman of the Board and Chief Executive Officer of the Company. For this purpose, Grantee irrevocably nominates and appoints the Company (including any attorney retained by the Company), as Grantee’s true and lawful attorney-in-fact, to act in Grantee’s name, place and stead to perform any act that Grantee might perform to defend and protect against any disclosure of any Trade Secrets.

(d)     For the period beginning on the Grant Date through the first anniversary of the Termination Date, Grantee shall not for any reason whatsoever (whether or not related to the Award or the Awarded Shares) institute any legal proceedings against the Company, any of its Subsidiaries, or any of its officers, directors, agents or representatives.

(e)        (i) The parties hereto intend all provisions of subsections (a), (b), (c) and (d) of this Section 10 to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision of subsections (a), (b), (c) or (d) of this Section 10 is too broad to be enforced as written, the parties intend that the court may reform the provision to such narrower scope as it determines to be reasonable and enforceable, and, in the event the court reforms Section 10 (a) hereof, the Company may elect to either accept enforcement of the provision as so modified or require the return of cash or Shares as set forth in Section 10(e)(ii). In addition, however, Grantee agrees that the non-competition agreements, non-employment agreements, non-disclosure and no litigation agreements set forth above each constitute separate agreements independently supported by good and adequate consideration and shall survive the Termination Date. The existence of any claim or cause of action of Grantee against the Company, except for a breach of these General Terms and Conditions by the Company or its Subsidiaries, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of Grantee contained in the non-competition, non-employment, non-disclosure and no litigation agreements.

(ii) If in connection with the challenge by Grantee of any provision of Section 10(a), any court of competent jurisdiction determines that the non-competition agreement in Section 10(a) hereof is void or unenforceable or modifies Section 10(a) and the Company declines to accept the modification, Grantee agrees to return to the Company an amount equal to 80% of the total

value awarded Grantee under this Award, whether in the form of (whichever is applicable) (A) shares of Common Stock still owned by Grantee, (B) cash or other immediately available funds in an amount equal to the then fair market value of the shares of Common Stock issued on grant, vesting, exercise, settlement or conversion of Awarded Shares determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date such determination is made, or (C) any combination of (A) and (B) as determined by the Committee.

(f)     Grantee hereby agrees that a breach of any of the provisions of this Section 10 would cause irreparable injury to the Company and its Subsidiaries and affiliates, for which they would have no adequate remedy at law. If Grantee breaches or threatens to breach any of the covenants set forth in this Section 10, then without regard for any provision to the contrary, including Section 13 hereof, the Company shall have the right to immediately seek injunctive relief from a court having jurisdiction for any actual or threatened breach of this Section 10 without necessity of complying with any requirement as to the posting of a bond or other security (it being understood that Grantee hereby waives any such requirement). Any such injunctive relief shall be in addition to any other remedies to which the Company may be entitled at law, in equity or otherwise. Grantee hereby agrees that upon receipt of notice of the Company’s intent to seek injunctive relief, Grantee will not sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any shares of Common Stock issued upon grant, vesting, exercise, settlement or conversion of Awarded Shares, or any right or interest therein, pending the final resolution of such injunctive relief proceeding. In addition, Grantee shall, within ten (10) business days after it is ultimately determined that Grantee has committed such a breach hereof, whether in an injunctive proceeding brought under this Section 10(f) or pursuant to the dispute resolution provisions of Section 13 hereof, either (i) redeliver to the Company the shares of Common Stock issued upon grant, vesting, exercise, settlement or conversion of Awarded Shares, if still owned by Grantee, or (ii) reimburse the Company an amount equal to the then fair market value of such shares of Common Stock determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date such determination is made; which amount shall be paid to the Company in cash or other immediately available funds.

(g)     By acceptance of the Award, Grantee agrees to cooperate with, provide information to, and to participate in such exams and activities as requested by, the Company, if the Company, in its sole discretion, elects to obtain insurance or make other financial arrangements to fund or otherwise assure or assist in the performance and satisfaction of the Company’s obligations and liabilities under these General Terms and Conditions.

11. Entire Agreement; Governing Law. The Award Letter, the Plan and these General Terms and Conditions constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof. If there is any inconsistency between an express provision of the Award Letter, these General Terms and Conditions, and the Plan, the Committee shall resolve such inconsistency in a manner consistent with the intention of the Company in granting the Award. Nothing in the Plan, the Award Letter or these General Terms and Conditions (except as expressly provided in any of such instruments) is intended to confer any rights or remedies on any person other than the Parties. The Award Letter, these General Terms and Conditions and the Plan are to be construed in accordance with and governed by the internal laws of the State of Texas, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the Parties. Should any provision of the Plan, the Award Letter and these General Terms and Conditions relating to the Award (excluding for this purpose the provisions of Section 10(a), which is addressed in Section 10(e)) be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

12. Interpretive Matters. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in these General Terms and Conditions are inserted for convenience and shall not be deemed a part of these General Terms and Conditions for construction or interpretation.

13. Dispute Resolution. Except as provided in Section 10 hereof, the provisions of this Section 13 shall be the exclusive means of resolving disputes of the Parties (including any other persons claiming any rights or having any obligations through the Company or Grantee) arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions. The Parties shall attempt in good faith to resolve any disputes arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions by negotiation between individuals who have authority to settle the controversy. Either Party may commence negotiations by delivering to the other Party a written statement of the Party’s position and the name and title of the individual who will represent the Party. Within thirty (30) days of the written notification, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation within ninety (90) days of the written notification of the dispute, either Party may file suit and each Party agrees that any suit, action, or proceeding arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a

Texas state court in Harris County, Texas) and that the Parties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to the fullest extent permitted by law, any objection a Party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the Parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

14. Nature of Payments. Any and all grants or deliveries related to the Award hereunder shall constitute special incentive payments to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit plan of the Company, or (b) any agreement between the Company and Grantee, except as such plan or agreement shall otherwise expressly provide.

15. Amendment; Waiver. The Award Letter and these General Terms and Conditions may be amended or modified only by means of a written document or documents signed by the Company and Grantee. Any provision for the benefit of the Company contained in the Award Letter or these General Terms and Conditions may be waived, either generally or in any particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

16. Notice. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at the Company’s principal executive office or the address of Grantee in the records and books of the Company, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section 16.

BY ACCEPTING THE AWARD, GRANTEE ACKNOWLEDGES AND AGREES THAT THE AWARDED SHARES SUBJECT TO THE AWARD SHALL VEST AND THE FORFEITURE PROVISIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THE AWARD LETTER (NOT THROUGH THE ACT OF BEING GRANTED THE AWARD). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THE AWARD LETTER OR THESE GENERAL TERMS AND CONDITIONS OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE. Grantee acknowledges receipt of a copy of the Plan, represents that Grantee is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. Grantee has reviewed the Award Letter, these General Terms and Conditions and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Award Letter, and fully understands all provisions of the Award Letter and these General Terms and Conditions and the Plan. Grantee hereby agrees that all disputes arising out of or relating to the Award Letter and these General Terms and Conditions and the Plan shall be resolved in accordance with Section 13 of these General Terms and Conditions. Grantee further agrees to notify the Company upon any change in the address for notice indicated in these General Terms and Conditions.

*    *    *

Exhibit to General Terms and Conditions of Equity AwardAdditional Terms Applicable to Restricted Stock Units

(a)    Except as provided otherwise in paragraph (b) below, the Restricted Stock Units shall vest if Grantee’s Continuous Service does not terminate during the period commencing with the Grant Date and ending with the applicable date that such portion of the Restricted Stock Units vests (each, a “Vesting Date”). Restricted Stock Units that have vested are referred to herein as “Vested Restricted Stock Units,” and Restricted Stock Units that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Restricted Stock Units.” Subject to the provisions of paragraph (b), if Grantee’s Continuous Service is not terminated prior to an applicable Vesting Date, the Restricted Stock Units shall vest as follows:

(i) twenty-five percent (25%) of the Restricted Stock Units shall vest on the first anniversary of the Grant Date;

(ii) twenty-five percent (25%) of the Restricted Stock Units shall vest on the second anniversary of the Grant Date;

(iii) twenty-five percent (25%) of the Restricted Stock Units shall vest on the third anniversary of the Grant Date; and

(iv) the remaining Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Final Vesting Date”).

If an installment of the vesting would result in a fractional Vested Restricted Stock Unit, such installment will be rounded to the next higher or lower number of Restricted Stock Units, as determined by the Company, except the final installment, which will be for the balance of the Unvested Restricted Stock Units.

(b)    Forfeiture of Restricted Stock Units.

(i)     Except as provided in this paragraph (b), if the Grantee’s Termination Date shall occur before the Final Vesting Date for any reason, any Unvested Restricted Stock Units as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

(ii)     Notwithstanding anything to the contrary in this Award Letter, the Unvested Restricted Stock Units shall become vested (i) upon the death of Grantee during Grantee’s Continuous Service; (ii) if Grantee suffers a Disability during Grantee’s Continuous Service; (iii) subject to the approval of the Committee in its sole discretion, upon Grantee’s attainment of 65 years of age during Grantee’s Continuous Service; or (iv) in accordance with the provisions of Section 12(b) of the Plan relating to a Change in Control. For avoidance of doubt and notwithstanding any provision of the Plan to the contrary, Grantee agrees that neither Grantee’s retirement or nor Grantee’s attainment of Normal Retirement Age shall have any effect on the vesting of the Unvested Restricted Stock Units, unless the Committee shall determine otherwise. For purposes of the Award Letter, “Change in Control” shall have the meaning set forth in the Plan; provided, however, that, for the avoidance of doubt, clause (i) of the definition of “Change in Control” set forth in the Plan shall not be deemed to include an acquisition by a person which is inadvertent and/or otherwise not entered into for the purpose of, and does not have the effect of, changing or influencing the control of, the Company.

(iii)    On each Settlement Date, the applicable number of vesting Unvested Restricted Stock Units not previously forfeited or applied to the payment of withholding taxes will convert to and be settled in an equal number of shares of Common Stock. Evidence of the issuance of the shares of Common Stock pursuant to this Award Letter may be accomplished in such manner as the Company or its authorized representatives shall deem appropriate including, without limitation, electronic registration, book-entry registration or issuance of a certificate or certificates in the name of Grantee or in the name of such other party or parties as the Company and its authorized representatives shall deem appropriate.

(d)    For purposes of this Award Letter, the “Grant Date” is December 15, 2015, and the “Settlement Date” with respect to any unvested Restricted Stock Units means a date selected by the Company within thirty (30) days following the applicable Vesting Dates of such Restricted Stock Units.

EX-10.3

Exhibit 10.3

One Time PSU Form (One Year Vesting) (12/15)

NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN

GENERAL TERMS AND CONDITIONS APPLICABLE TO EQUITY AWARDS

As evidenced by the award letter (the “Award Letter”) to which these General Terms and Conditions of Equity Award (the “General Terms and Conditions”) are attached, NCI Building Systems, Inc., a Delaware corporation (the “Company”), has granted to Grantee, pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the Grant Date (the “Plan”), an award of equity compensation (the “Award”) of or relating to shares of Company common stock, $0.01 par value per share (the “Common Stock”, and the shares of Common Stock subject to the Award, the “Awarded Shares”), upon and subject to the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan. Unless otherwise defined in these General Terms and Conditions, capitalized terms used in these General Terms and Conditions shall have the meanings assigned to them in the Award Letter or the Plan, as applicable. Grantee acknowledges receipt of a copy of the Plan in effect as of the date hereof, the terms and conditions of which are incorporated herein by reference. Grantee and the Company are referred to in these General Terms and Conditions collectively as the “Parties” each and individually as a Party”.

1. Effect of the Plan. The Award and the delivery of the Awarded Shares to Grantee are subject to all of the provisions of the Award Letter, these General Terms and Conditions and the Plan, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee. The Award shall be subject, without further action by the Company or Grantee, to any amendment, modification, restatement or supplement to the Plan that is beneficial to, or increases the rights of, Grantee. The Award shall not be subject to any amendment, modification, restatement or supplement to the Plan that reduces or adversely affects the rights and benefits available to Grantee hereunder, without the Grantee’s consent having been obtained thereto.

2. Grant. The Award shall evidence Grantee’s rights in respect of the Awarded Shares, and Grantee acknowledges that, except as provided in the Award Letter or these General Terms and Conditions, the Grantee shall not have any rights in respect of the Awarded Shares unless and until all vesting, exercise and settlement conditions in the Award Letter and these General Terms and Conditions have been satisfied and all tax withholding obligations applicable to the Vested Awarded Shares (as defined below) have been satisfied. Upon vesting, exercise and/or settlement of the Awarded Shares, as applicable, the Company shall, unless otherwise paid by Grantee as described in Section 9(a) of these General Terms and Conditions, withhold that number of Vested Awarded Shares necessary to satisfy any applicable tax withholding obligation of Grantee in accordance with the provisions of Section 9(a) of these General Terms and Conditions. Grantee agrees that Grantee’s rights to receive and/or retain all or any portion of the Awarded Shares shall be subject to all of the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan, including, but not limited to, the vesting and forfeiture conditions set forth in the Award Letter and Section 4 of these General Terms and Conditions, the restrictions on transfer set forth in the Award Letter and Section 5 of these General Terms and Conditions, and the satisfaction of the Required Withholding as set forth in Section 9(a) of these General Terms and Conditions.

3. Vesting Schedule. The Award shall be subject to such vesting conditions as are set forth in the Award Letter. Awarded Shares that have become vested pursuant to the Award Letter are referred to herein as “Vested Awarded Shares,” and Awarded Shares that have not yet become vested pursuant to the Award Letter are referred to herein as “Unvested Awarded Shares.”

4. Conditions of Forfeiture. Except as provided in the Award Letter, upon termination of Grantee’s continuing employment or consulting relationship with the Company or any Subsidiary (“Continuous Service”, and the date of termination thereof, the “Termination Date”) before the date on which the Award is fully vested, any Awarded Shares which remain Unvested Awarded Shares as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

5. Non-Transferability. Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that does not consist of issued and outstanding shares of Common Stock. In addition, Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that consists of issued and outstanding shares of Common Stock unless such shares of Common Stock are also Vested Awarded Shares. Any transfer in violation of this Section 5 shall be void and of no force or effect, and shall result in the immediate forfeiture of all Unvested Awarded Shares.

6. Dividend and Voting Rights; Dividend Equivalents.

(a)    Subject to Sections 4 and 5 and such other terms and conditions set forth in the Award Letter or in the Plan, upon the issuance of shares of Common Stock subject to the Awarded Shares, Grantee will obtain the rights of a stockholder of the Company,

including the right to vote all such shares of Common Stock and to receive all dividends, cash or stock (other than stock dividends accounted for as a stock split), paid or delivered thereon, from and after the date of such issuance.

(b)    Unless otherwise expressly set forth in an Award Letter, if, following the Grant Date hereof and prior to the issuance of shares of Common Stock subject to the Awarded Shares, any dividends, cash or stock (other than stock dividends accounted for as a stock split), are paid or delivered by the Company with respect to the Common Stock, Grantee shall be entitled to receive the amount of such dividends that would have been paid on shares of Common Stock relating to the unissued Awarded Shares. Such amount shall be paid to Grantee at the time and in the form the dividend is paid to holders of shares of the Common Stock, provided such amount shall be reduced by any Required Withholding. The subsequent forfeiture of the Unvested Awarded Shares pursuant to Section 4 hereof shall not create any obligation to repay cash dividends or stock dividends (other than stock dividends accounted for as a stock split) received under this Section 6(b) as to such Unvested Awarded Shares,

7. Capital Adjustments and Corporate Events. If, from time to time during the term of the Award, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration (including stock dividends accounted for as a stock split), the Awarded Shares shall be adjusted in accordance with the provisions of Section 12 of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of the Award Letter and, if relating to Unvested Awarded Shares, shall be included thereafter as “Unvested Awarded Shares” for purposes of the Award Letter and these General Terms and Conditions.

8. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any shares of Common Stock issued with respect to Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of the Award Letter, these General Terms and Conditions or the Plan, or (ii) to treat as owner of such shares, or accord the right to vote or pay or deliver dividends or other distributions to, any purchaser or other transferee to whom or which Grantee shall have attempted to transfer such shares in violation of the provisions of the Award Letter, these General Terms and Conditions or the Plan.

9. Tax Matters.

(a)     At all times on and prior to the final vesting date with respect to the Awarded Shares, the Company and Grantee shall cooperate to satisfy applicable federal, state and local income and employment tax withholding requirements applicable to the grant, exercise, vesting and/or settlement of the Awarded Shares (the “Required Withholding”). The Company shall withhold from the shares of Common Stock that otherwise have been or would have been delivered to Grantee (as applicable) the number of shares of Common Stock necessary to satisfy Grantee’s Required Withholding unless the Required Withholding shall previously have been satisfied, and, if applicable, shall deliver the remaining shares of Common Stock to Grantee. The amount of the Required Withholding and the number of shares of Common Stock to be withheld by the Company, if applicable, to satisfy Grantee’s Required Withholding, as well as the amount reflected on tax reports filed by the Company, shall be based on the value of such shares of Common Stock determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date prior to the applicable vesting date or the date on which the shares of Common Stock are delivered to Grantee, as appropriate. The obligations of the Company under these General Terms and Conditions will be conditioned on such satisfaction of the Required Withholding.

(b)     Grantee acknowledges that the tax consequences associated with the Award are complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state, and local tax consequences of this Award. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of the Award. Grantee understands further that, if the Awarded Shares represent the right to receive shares of Common Stock in the future and not the issuance of shares of Common Stock on the Grant Date, no election under Section 83 of the Internal Revenue Code of 1986, as amended, may be made with respect to this Award.

10. Covenants of Grantee.

(a)     For the period beginning on the Grant Date through the first anniversary of the Termination Date, Grantee shall not, directly or indirectly and whether on Grantee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in or be an owner, director, officer, employee, agent, consultant or other representative of or for, or lend money or equipment to or otherwise support, any business that manufactures, engineers, markets, sells or provides, within a 250-mile radius of any then existing manufacturing facility of the Company and its Subsidiaries and affiliates, metal building systems or components (including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, doors, windows or other metal components of a building structure), coated or painted steel or metal coils, coil coating or painting services, or any other products or services that are the same as or similar to those manufactured, engineered, marketed, sold or provided by the Company or its Subsidiaries and affiliates during the Continuous Service of Grantee. Ownership by Grantee of equity securities of the Company, or

of equity securities in other publicly owned companies constituting less than 1% of the voting securities in such companies, shall be deemed not to be a breach of this covenant.

(b)     For the period beginning on the Grant Date through the second anniversary of the Termination Date, Grantee shall not, directly or indirectly and whether on Grantee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, either (i) hire, seek to hire or solicit the employment or service of any employee, agent or consultant of the Company or its Subsidiaries and affiliates, (ii) in any manner attempt to influence or induce any employee, agent or consultant of the Company or its Subsidiaries and affiliates to leave the employment or service of the Company or its Subsidiaries and affiliates; (iii) use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees, agents or consultants of the Company or its Subsidiaries and affiliates unless required by due process of law; or (iv) call upon, solicit, divert or attempt to call upon, solicit or divert the business of any customer, vendor or acquisition prospect of the Company or any of its Subsidiaries or affiliates with whom Grantee dealt, directly or indirectly, during Grantee’s engagement with the Company or its Subsidiaries or affiliates.

(c)     Prior to the vesting of Grantee’s Unvested Awarded Shares, for purposes of the covenants made in this Section 10, the Company promises to provide Grantee (as is necessary for Grantee’s position) with various trade secrets and proprietary and confidential information consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the “Trade Secrets”), which are owned by the Company and regularly used in the operation of its business, but in connection with which the Company takes precautions to prevent dissemination to persons other than certain directors, officers and employees. Grantee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry or to the public; (b) are entrusted to Grantee after being informed of their confidential and secret status by the Company and because of the fiduciary position occupied by Grantee with the Company; (c) have been developed by the Company for, and on behalf of, the Company through substantial expenditures of time, effort and money and are used in its business; (d) give the Company an advantage over competitors who do not know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (f) the Trade Secrets are valuable, special and unique assets of the Company, the disclosure of which could cause substantial injury and loss of profits and goodwill to the Company. Grantee shall not use in any way or disclose any of the Trade Secrets, directly or indirectly, during Grantee’s Continuous Service with the Company, or at any time thereafter, except as required in the course of Grantee’s Continuous Service with the Company. All files, records, documents, information, data and similar items relating to the business of the Company, whether prepared by Grantee or otherwise coming into Grantee’s possession, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company under any circumstances without the prior written consent of the Board of Directors of the Company (except in the ordinary course of business during Grantee’s Continuous Service with the Company), and in any event shall be promptly delivered to the Company upon termination of Grantee’s Continuous Service for any reason. Grantee agrees that, upon Grantee’s receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Grantee shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Chairman of the Board and Chief Executive Officer of the Company. For this purpose, Grantee irrevocably nominates and appoints the Company (including any attorney retained by the Company), as Grantee’s true and lawful attorney-in-fact, to act in Grantee’s name, place and stead to perform any act that Grantee might perform to defend and protect against any disclosure of any Trade Secrets.

(d)     For the period beginning on the Grant Date through the first anniversary of the Termination Date, Grantee shall not for any reason whatsoever (whether or not related to the Award or the Awarded Shares) institute any legal proceedings against the Company, any of its Subsidiaries, or any of its officers, directors, agents or representatives.

(e)        (i) The parties hereto intend all provisions of subsections (a), (b), (c) and (d) of this Section 10 to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision of subsections (a), (b), (c) or (d) of this Section 10 is too broad to be enforced as written, the parties intend that the court may reform the provision to such narrower scope as it determines to be reasonable and enforceable, and, in the event the court reforms Section 10 (a) hereof, the Company may elect to either accept enforcement of the provision as so modified or require the return of cash or Shares as set forth in Section 10(e)(ii). In addition, however, Grantee agrees that the non-competition agreements, non-employment agreements, non-disclosure and no litigation agreements set forth above each constitute separate agreements independently supported by good and adequate consideration and shall survive the Termination Date. The existence of any claim or cause of action of Grantee against the Company, except for a breach of these General Terms and Conditions by the Company or its Subsidiaries, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of Grantee contained in the non-competition, non-employment, non-disclosure and no litigation agreements.

(ii) If in connection with the challenge by Grantee of any provision of Section 10(a), any court of competent jurisdiction determines that the non-competition agreement in Section 10(a) hereof is void or unenforceable or modifies Section 10(a) and the Company declines to accept the modification, Grantee agrees to return to the Company an amount equal to 80% of the total

value awarded Grantee under this Award, whether in the form of (whichever is applicable) (A) shares of Common Stock still owned by Grantee, (B) cash or other immediately available funds in an amount equal to the then fair market value of the shares of Common Stock issued on grant, vesting, exercise, settlement or conversion of Awarded Shares determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date such determination is made, or (C) any combination of (A) and (B) as determined by the Committee.

(f)     Grantee hereby agrees that a breach of any of the provisions of this Section 10 would cause irreparable injury to the Company and its Subsidiaries and affiliates, for which they would have no adequate remedy at law. If Grantee breaches or threatens to breach any of the covenants set forth in this Section 10, then without regard for any provision to the contrary, including Section 13 hereof, the Company shall have the right to immediately seek injunctive relief from a court having jurisdiction for any actual or threatened breach of this Section 10 without necessity of complying with any requirement as to the posting of a bond or other security (it being understood that Grantee hereby waives any such requirement). Any such injunctive relief shall be in addition to any other remedies to which the Company may be entitled at law, in equity or otherwise. Grantee hereby agrees that upon receipt of notice of the Company’s intent to seek injunctive relief, Grantee will not sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any shares of Common Stock issued upon grant, vesting, exercise, settlement or conversion of Awarded Shares, or any right or interest therein, pending the final resolution of such injunctive relief proceeding. In addition, Grantee shall, within ten (10) business days after it is ultimately determined that Grantee has committed such a breach hereof, whether in an injunctive proceeding brought under this Section 10(f) or pursuant to the dispute resolution provisions of Section 13 hereof, either (i) redeliver to the Company the shares of Common Stock issued upon grant, vesting, exercise, settlement or conversion of Awarded Shares, if still owned by Grantee, or (ii) reimburse the Company an amount equal to the then fair market value of such shares of Common Stock determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date such determination is made; which amount shall be paid to the Company in cash or other immediately available funds.

(g)     By acceptance of the Award, Grantee agrees to cooperate with, provide information to, and to participate in such exams and activities as requested by, the Company, if the Company, in its sole discretion, elects to obtain insurance or make other financial arrangements to fund or otherwise assure or assist in the performance and satisfaction of the Company’s obligations and liabilities under these General Terms and Conditions.

11. Entire Agreement; Governing Law. The Award Letter, the Plan and these General Terms and Conditions constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof. If there is any inconsistency between an express provision of the Award Letter, these General Terms and Conditions, and the Plan, the Committee shall resolve such inconsistency in a manner consistent with the intention of the Company in granting the Award. Nothing in the Plan, the Award Letter or these General Terms and Conditions (except as expressly provided in any of such instruments) is intended to confer any rights or remedies on any person other than the Parties. The Award Letter, these General Terms and Conditions and the Plan are to be construed in accordance with and governed by the internal laws of the State of Texas, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the Parties. Should any provision of the Plan, the Award Letter and these General Terms and Conditions relating to the Award (excluding for this purpose the provisions of Section 10(a), which is addressed in Section 10(e)) be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

12. Interpretive Matters. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in these General Terms and Conditions are inserted for convenience and shall not be deemed a part of these General Terms and Conditions for construction or interpretation.

13. Dispute Resolution. Except as provided in Section 10 hereof, the provisions of this Section 13 shall be the exclusive means of resolving disputes of the Parties (including any other persons claiming any rights or having any obligations through the Company or Grantee) arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions. The Parties shall attempt in good faith to resolve any disputes arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions by negotiation between individuals who have authority to settle the controversy. Either Party may commence negotiations by delivering to the other Party a written statement of the Party’s position and the name and title of the individual who will represent the Party. Within thirty (30) days of the written notification, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation within ninety (90) days of the written notification of the dispute, either Party may file suit and each Party agrees that any suit, action, or proceeding arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a

Texas state court in Harris County, Texas) and that the Parties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to the fullest extent permitted by law, any objection a Party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the Parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

14. Nature of Payments. Any and all grants or deliveries related to the Award hereunder shall constitute special incentive payments to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit plan of the Company, or (b) any agreement between the Company and Grantee, except as such plan or agreement shall otherwise expressly provide.

15. Amendment; Waiver. The Award Letter and these General Terms and Conditions may be amended or modified only by means of a written document or documents signed by the Company and Grantee. Any provision for the benefit of the Company contained in the Award Letter or these General Terms and Conditions may be waived, either generally or in any particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

16. Notice. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at the Company’s principal executive office or the address of Grantee in the records and books of the Company, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section 16.

BY ACCEPTING THE AWARD, GRANTEE ACKNOWLEDGES AND AGREES THAT THE AWARDED SHARES SUBJECT TO THE AWARD SHALL VEST AND THE FORFEITURE PROVISIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THE AWARD LETTER (NOT THROUGH THE ACT OF BEING GRANTED THE AWARD). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THE AWARD LETTER OR THESE GENERAL TERMS AND CONDITIONS OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE. Grantee acknowledges receipt of a copy of the Plan, represents that Grantee is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. Grantee has reviewed the Award Letter, these General Terms and Conditions and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Award Letter, and fully understands all provisions of the Award Letter and these General Terms and Conditions and the Plan. Grantee hereby agrees that all disputes arising out of or relating to the Award Letter and these General Terms and Conditions and the Plan shall be resolved in accordance with Section 13 of these General Terms and Conditions. Grantee further agrees to notify the Company upon any change in the address for notice indicated in these General Terms and Conditions.

*    *    *

Exhibit to General Terms and Conditions of Equity Award

Additional Terms Applicable to Performance Share Units

(a)    Except as provided otherwise in paragraph (b) below, the Performance Share Units shall vest if Grantee’s Continuous Service does not terminate during the period commencing with the Grant Date and ending with the applicable date that such portion of the Performance Share Units vests (each, a “Vesting Date”). Performance Share Units that have vested are referred to herein as “Vested Performance Share Units,” and Performance Share Units that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Performance Share Units.” Subject to the provisions of paragraph (b), if Grantee’s Continuous Service is not terminated prior to an applicable Vesting Date, the Performance Share Units shall vest as follows:

one hundred percent (100%) of the Performance Share Units shall vest on the first anniversary of the Grant Date, subject to the Compensation Committee’s determination as to whether the performance and milestone goals established by the Compensation Committee have been met.

(b)    Forfeiture of Performance Share Units.

(i)     Except as provided in this paragraph (b), if the Grantee’s Termination Date shall occur before the Final Vesting Date for any reason, any Unvested Performance Share Units as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

(ii)     Notwithstanding anything to the contrary in this Award Letter, the Unvested Performance Share Units shall become vested (i) upon the death of Grantee during Grantee’s Continuous Service; (ii) if Grantee suffers a Disability during Grantee’s Continuous Service; (iii) subject to the approval of the Committee in its sole discretion, upon Grantee’s attainment of 65 years of age during Grantee’s Continuous Service; or (iv) in accordance with the provisions of Section 12(b) of the Plan relating to a Change in Control. For avoidance of doubt and notwithstanding any provision of the Plan to the contrary, Grantee agrees that neither Grantee’s retirement or nor Grantee’s attainment of Normal Retirement Age shall have any effect on the vesting of the Unvested Performance Share Units, unless the Committee shall determine otherwise. For purposes of the Award Letter, “Change in Control” shall have the meaning set forth in the Plan; provided, however, that, for the avoidance of doubt, clause (i) of the definition of “Change in Control” set forth in the Plan shall not be deemed to include an acquisition by a person which is inadvertent and/or otherwise not entered into for the purpose of, and does not have the effect of, changing or influencing the control of, the Company.

(iii)    On each Settlement Date, the applicable number of vesting Unvested Performance Share Units not previously forfeited or applied to the payment of withholding taxes will convert to and be settled in an equal number of shares of Common Stock. Evidence of the issuance of the shares of Common Stock pursuant to this Award Letter may be accomplished in such manner as the Company or its authorized representatives shall deem appropriate including, without limitation, electronic registration, book-entry registration or issuance of a certificate or certificates in the name of Grantee or in the name of such other party or parties as the Company and its authorized representatives shall deem appropriate.

(d)    For purposes of this Award Letter, the “Grant Date” is December 15, 2015, and the “Settlement Date” with respect to any unvested Performance Share Units means a date selected by the Company within thirty (30) days following the applicable Vesting Dates of such Performance Share Units.

EX-10.4

Exhibit 10.4

Employee Form (12/15)

NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN

GENERAL TERMS AND CONDITIONS APPLICABLE TO EQUITY AWARDS

As evidenced by the award letter (the “Award Letter”) to which these General Terms and Conditions of Equity Award (the “General Terms and Conditions”) are attached, NCI Building Systems, Inc., a Delaware corporation (the “Company”), has granted to Grantee, pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the Grant Date (the “Plan”), an award of equity compensation (the “Award”) of or relating to shares of Company common stock, $0.01 par value per share (the “Common Stock”, and the shares of Common Stock subject to the Award, the “Awarded Shares”), upon and subject to the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan. Unless otherwise defined in these General Terms and Conditions, capitalized terms used in these General Terms and Conditions shall have the meanings assigned to them in the Award Letter or the Plan, as applicable. Grantee acknowledges receipt of a copy of the Plan in effect as of the date hereof, the terms and conditions of which are incorporated herein by reference. Grantee and the Company are referred to in these General Terms and Conditions collectively as the “Parties” each and individually as a Party”.

1. Effect of the Plan. The Award and the delivery of the Awarded Shares to Grantee are subject to all of the provisions of the Award Letter, these General Terms and Conditions and the Plan, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee. The Award shall be subject, without further action by the Company or Grantee, to any amendment, modification, restatement or supplement to the Plan that is beneficial to, or increases the rights of, Grantee. The Award shall not be subject to any amendment, modification, restatement or supplement to the Plan that reduces or adversely affects the rights and benefits available to Grantee hereunder, without the Grantee’s consent having been obtained thereto.

2. Grant. The Award shall evidence Grantee’s rights in respect of the Awarded Shares, and Grantee acknowledges that, except as provided in the Award Letter or these General Terms and Conditions, the Grantee shall not have any rights in respect of the Awarded Shares unless and until all vesting, exercise and settlement conditions in the Award Letter and these General Terms and Conditions have been satisfied and all tax withholding obligations applicable to the Vested Awarded Shares (as defined below) have been satisfied. Upon vesting, exercise and/or settlement of the Awarded Shares, as applicable, the Company shall, unless otherwise paid by Grantee as described in Section 9(a) of these General Terms and Conditions, withhold that number of Vested Awarded Shares necessary to satisfy any applicable tax withholding obligation of Grantee in accordance with the provisions of Section 9(a) of these General Terms and Conditions. Grantee agrees that Grantee’s rights to receive and/or retain all or any portion of the Awarded Shares shall be subject to all of the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan, including, but not limited to, the vesting and forfeiture conditions set forth in the Award Letter and Section 4 of these General Terms and Conditions, the restrictions on transfer set forth in the Award Letter and Section 5 of these General Terms and Conditions, and the satisfaction of the Required Withholding as set forth in Section 9(a) of these General Terms and Conditions.

3. Vesting Schedule. The Award shall be subject to such vesting conditions as are set forth in the Award Letter. Awarded Shares that have become vested pursuant to the Award Letter are referred to herein as “Vested Awarded Shares,” and Awarded Shares that have not yet become vested pursuant to the Award Letter are referred to herein as “Unvested Awarded Shares.”

4. Conditions of Forfeiture. Except as provided in the Award Letter, upon termination of Grantee’s continuing employment or consulting relationship with the Company or any Subsidiary (“Continuous Service”, and the date of termination thereof, the “Termination Date”) before the date on which the Award is fully vested, any Awarded Shares which remain Unvested Awarded Shares as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

5. Non-Transferability. Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that does not consist of issued and outstanding shares of Common Stock. In addition, Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that consists of issued and outstanding shares of Common Stock unless such shares of Common Stock are also Vested Awarded Shares. Any transfer in violation of this Section 5 shall be void and of no force or effect, and shall result in the immediate forfeiture of all Unvested Awarded Shares.

6. Dividend and Voting Rights; Dividend Equivalents.

(a)    Subject to Sections 4 and 5 and such other terms and conditions set forth in the Award Letter or in the Plan, upon the issuance of shares of Common Stock subject to the Awarded Shares, Grantee will obtain the rights of a stockholder of the Company,

including the right to vote all such shares of Common Stock and to receive all dividends, cash or stock (other than stock dividends accounted for as a stock split), paid or delivered thereon, from and after the date of such issuance.

(b)    Unless otherwise expressly set forth in an Award Letter, if, following the Grant Date hereof and prior to the issuance of shares of Common Stock subject to the Awarded Shares, any dividends, cash or stock (other than stock dividends accounted for as a stock split), are paid or delivered by the Company with respect to the Common Stock, Grantee shall be entitled to receive the amount of such dividends that would have been paid on shares of Common Stock relating to the unissued Awarded Shares. Such amount shall be paid to Grantee at the time and in the form the dividend is paid to holders of shares of the Common Stock, provided such amount shall be reduced by any Required Withholding. The subsequent forfeiture of the Unvested Awarded Shares pursuant to Section 4 hereof shall not create any obligation to repay cash dividends or stock dividends (other than stock dividends accounted for as a stock split) received under this Section 6(b) as to such Unvested Awarded Shares,

7. Capital Adjustments and Corporate Events. If, from time to time during the term of the Award, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration (including stock dividends accounted for as a stock split), the Awarded Shares shall be adjusted in accordance with the provisions of Section 12 of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of the Award Letter and, if relating to Unvested Awarded Shares, shall be included thereafter as “Unvested Awarded Shares” for purposes of the Award Letter and these General Terms and Conditions.

8. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any shares of Common Stock issued with respect to Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of the Award Letter, these General Terms and Conditions or the Plan, or (ii) to treat as owner of such shares, or accord the right to vote or pay or deliver dividends or other distributions to, any purchaser or other transferee to whom or which Grantee shall have attempted to transfer such shares in violation of the provisions of the Award Letter, these General Terms and Conditions or the Plan.

9. Tax Matters.

(a)     At all times on and prior to the final vesting date with respect to the Awarded Shares, the Company and Grantee shall cooperate to satisfy applicable federal, state and local income and employment tax withholding requirements applicable to the grant, exercise, vesting and/or settlement of the Awarded Shares (the “Required Withholding”). The Company shall withhold from the shares of Common Stock that otherwise have been or would have been delivered to Grantee (as applicable) the number of shares of Common Stock necessary to satisfy Grantee’s Required Withholding unless the Required Withholding shall previously have been satisfied, and, if applicable, shall deliver the remaining shares of Common Stock to Grantee. The amount of the Required Withholding and the number of shares of Common Stock to be withheld by the Company, if applicable, to satisfy Grantee’s Required Withholding, as well as the amount reflected on tax reports filed by the Company, shall be based on the value of such shares of Common Stock determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date prior to the applicable vesting date or the date on which the shares of Common Stock are delivered to Grantee, as appropriate. The obligations of the Company under these General Terms and Conditions will be conditioned on such satisfaction of the Required Withholding.

(b)     Grantee acknowledges that the tax consequences associated with the Award are complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state, and local tax consequences of this Award. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of the Award. Grantee understands further that, if the Awarded Shares represent the right to receive shares of Common Stock in the future and not the issuance of shares of Common Stock on the Grant Date, no election under Section 83 of the Internal Revenue Code of 1986, as amended, may be made with respect to this Award.

10. Covenants of Grantee.

(a)     For the period beginning on the Grant Date through the first anniversary of the Termination Date, Grantee shall not, directly or indirectly and whether on Grantee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in or be an owner, director, officer, employee, agent, consultant or other representative of or for, or lend money or equipment to or otherwise support, any business that manufactures, engineers, markets, sells or provides, within a 250-mile radius of any then existing manufacturing facility of the Company and its Subsidiaries and affiliates, metal building systems or components (including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, doors, windows or other metal components of a building structure), coated or painted steel or metal coils, coil coating or painting services, or any other products or services that are the same as or similar to those manufactured, engineered, marketed, sold or provided by the Company or its Subsidiaries and affiliates during the Continuous Service of Grantee. Ownership by Grantee of equity securities of the Company, or

of equity securities in other publicly owned companies constituting less than 1% of the voting securities in such companies, shall be deemed not to be a breach of this covenant.

(b)     For the period beginning on the Grant Date through the second anniversary of the Termination Date, Grantee shall not, directly or indirectly and whether on Grantee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, either (i) hire, seek to hire or solicit the employment or service of any employee, agent or consultant of the Company or its Subsidiaries and affiliates, (ii) in any manner attempt to influence or induce any employee, agent or consultant of the Company or its Subsidiaries and affiliates to leave the employment or service of the Company or its Subsidiaries and affiliates; (iii) use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees, agents or consultants of the Company or its Subsidiaries and affiliates unless required by due process of law; or (iv) call upon, solicit, divert or attempt to call upon, solicit or divert the business of any customer, vendor or acquisition prospect of the Company or any of its Subsidiaries or affiliates with whom Grantee dealt, directly or indirectly, during Grantee’s engagement with the Company or its Subsidiaries or affiliates.

(c)     Prior to the vesting of Grantee’s Unvested Awarded Shares, for purposes of the covenants made in this Section 10, the Company promises to provide Grantee (as is necessary for Grantee’s position) with various trade secrets and proprietary and confidential information consisting of, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively referred to as the “Trade Secrets”), which are owned by the Company and regularly used in the operation of its business, but in connection with which the Company takes precautions to prevent dissemination to persons other than certain directors, officers and employees. Grantee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry or to the public; (b) are entrusted to Grantee after being informed of their confidential and secret status by the Company and because of the fiduciary position occupied by Grantee with the Company; (c) have been developed by the Company for, and on behalf of, the Company through substantial expenditures of time, effort and money and are used in its business; (d) give the Company an advantage over competitors who do not know or use the Trade Secrets; (e) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (f) the Trade Secrets are valuable, special and unique assets of the Company, the disclosure of which could cause substantial injury and loss of profits and goodwill to the Company. Grantee shall not use in any way or disclose any of the Trade Secrets, directly or indirectly, during Grantee’s Continuous Service with the Company, or at any time thereafter, except as required in the course of Grantee’s Continuous Service with the Company. All files, records, documents, information, data and similar items relating to the business of the Company, whether prepared by Grantee or otherwise coming into Grantee’s possession, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company under any circumstances without the prior written consent of the Board of Directors of the Company (except in the ordinary course of business during Grantee’s Continuous Service with the Company), and in any event shall be promptly delivered to the Company upon termination of Grantee’s Continuous Service for any reason. Grantee agrees that, upon Grantee’s receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or person, Grantee shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Chairman of the Board and Chief Executive Officer of the Company. For this purpose, Grantee irrevocably nominates and appoints the Company (including any attorney retained by the Company), as Grantee’s true and lawful attorney-in-fact, to act in Grantee’s name, place and stead to perform any act that Grantee might perform to defend and protect against any disclosure of any Trade Secrets.

(d)     For the period beginning on the Grant Date through the first anniversary of the Termination Date, Grantee shall not for any reason whatsoever (whether or not related to the Award or the Awarded Shares) institute any legal proceedings against the Company, any of its Subsidiaries, or any of its officers, directors, agents or representatives.

(e)        (i) The parties hereto intend all provisions of subsections (a), (b), (c) and (d) of this Section 10 to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision of subsections (a), (b), (c) or (d) of this Section 10 is too broad to be enforced as written, the parties intend that the court may reform the provision to such narrower scope as it determines to be reasonable and enforceable, and, in the event the court reforms Section 10 (a) hereof, the Company may elect to either accept enforcement of the provision as so modified or require the return of cash or Shares as set forth in Section 10(e)(ii). In addition, however, Grantee agrees that the non-competition agreements, non-employment agreements, non-disclosure and no litigation agreements set forth above each constitute separate agreements independently supported by good and adequate consideration and shall survive the Termination Date. The existence of any claim or cause of action of Grantee against the Company, except for a breach of these General Terms and Conditions by the Company or its Subsidiaries, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of Grantee contained in the non-competition, non-employment, non-disclosure and no litigation agreements.

(ii) If in connection with the challenge by Grantee of any provision of Section 10(a), any court of competent jurisdiction determines that the non-competition agreement in Section 10(a) hereof is void or unenforceable or modifies Section 10(a) and the Company declines to accept the modification, Grantee agrees to return to the Company an amount equal to 80% of the total

value awarded Grantee under this Award, whether in the form of (whichever is applicable) (A) shares of Common Stock still owned by Grantee, (B) cash or other immediately available funds in an amount equal to the then fair market value of the shares of Common Stock issued on grant, vesting, exercise, settlement or conversion of Awarded Shares determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date such determination is made, or (C) any combination of (A) and (B) as determined by the Committee.

(f)     Grantee hereby agrees that a breach of any of the provisions of this Section 10 would cause irreparable injury to the Company and its Subsidiaries and affiliates, for which they would have no adequate remedy at law. If Grantee breaches or threatens to breach any of the covenants set forth in this Section 10, then without regard for any provision to the contrary, including Section 13 hereof, the Company shall have the right to immediately seek injunctive relief from a court having jurisdiction for any actual or threatened breach of this Section 10 without necessity of complying with any requirement as to the posting of a bond or other security (it being understood that Grantee hereby waives any such requirement). Any such injunctive relief shall be in addition to any other remedies to which the Company may be entitled at law, in equity or otherwise. Grantee hereby agrees that upon receipt of notice of the Company’s intent to seek injunctive relief, Grantee will not sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any shares of Common Stock issued upon grant, vesting, exercise, settlement or conversion of Awarded Shares, or any right or interest therein, pending the final resolution of such injunctive relief proceeding. In addition, Grantee shall, within ten (10) business days after it is ultimately determined that Grantee has committed such a breach hereof, whether in an injunctive proceeding brought under this Section 10(f) or pursuant to the dispute resolution provisions of Section 13 hereof, either (i) redeliver to the Company the shares of Common Stock issued upon grant, vesting, exercise, settlement or conversion of Awarded Shares, if still owned by Grantee, or (ii) reimburse the Company an amount equal to the then fair market value of such shares of Common Stock determined by using the last sales price of the Common Stock (as reported by the New York Stock Exchange) on the date such determination is made; which amount shall be paid to the Company in cash or other immediately available funds.

(g)     By acceptance of the Award, Grantee agrees to cooperate with, provide information to, and to participate in such exams and activities as requested by, the Company, if the Company, in its sole discretion, elects to obtain insurance or make other financial arrangements to fund or otherwise assure or assist in the performance and satisfaction of the Company’s obligations and liabilities under these General Terms and Conditions.

11. Entire Agreement; Governing Law. The Award Letter, the Plan and these General Terms and Conditions constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof. If there is any inconsistency between an express provision of the Award Letter, these General Terms and Conditions, and the Plan, the Committee shall resolve such inconsistency in a manner consistent with the intention of the Company in granting the Award. Nothing in the Plan, the Award Letter or these General Terms and Conditions (except as expressly provided in any of such instruments) is intended to confer any rights or remedies on any person other than the Parties. The Award Letter, these General Terms and Conditions and the Plan are to be construed in accordance with and governed by the internal laws of the State of Texas, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the Parties. Should any provision of the Plan, the Award Letter and these General Terms and Conditions relating to the Award (excluding for this purpose the provisions of Section 10(a), which is addressed in Section 10(e)) be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

12. Interpretive Matters. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in these General Terms and Conditions are inserted for convenience and shall not be deemed a part of these General Terms and Conditions for construction or interpretation.

13. Dispute Resolution. Except as provided in Section 10 hereof, the provisions of this Section 13 shall be the exclusive means of resolving disputes of the Parties (including any other persons claiming any rights or having any obligations through the Company or Grantee) arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions. The Parties shall attempt in good faith to resolve any disputes arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions by negotiation between individuals who have authority to settle the controversy. Either Party may commence negotiations by delivering to the other Party a written statement of the Party’s position and the name and title of the individual who will represent the Party. Within thirty (30) days of the written notification, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation within ninety (90) days of the written notification of the dispute, either Party may file suit and each Party agrees that any suit, action, or proceeding arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a

Texas state court in Harris County, Texas) and that the Parties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to the fullest extent permitted by law, any objection a Party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the Parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

14. Nature of Payments. Any and all grants or deliveries related to the Award hereunder shall constitute special incentive payments to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit plan of the Company, or (b) any agreement between the Company and Grantee, except as such plan or agreement shall otherwise expressly provide.

15. Amendment; Waiver. The Award Letter and these General Terms and Conditions may be amended or modified only by means of a written document or documents signed by the Company and Grantee. Any provision for the benefit of the Company contained in the Award Letter or these General Terms and Conditions may be waived, either generally or in any particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

16. Notice. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at the Company’s principal executive office or the address of Grantee in the records and books of the Company, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section 16.

BY ACCEPTING THE AWARD, GRANTEE ACKNOWLEDGES AND AGREES THAT THE AWARDED SHARES SUBJECT TO THE AWARD SHALL VEST AND THE FORFEITURE PROVISIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THE AWARD LETTER (NOT THROUGH THE ACT OF BEING GRANTED THE AWARD). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THE AWARD LETTER OR THESE GENERAL TERMS AND CONDITIONS OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE. Grantee acknowledges receipt of a copy of the Plan, represents that Grantee is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. Grantee has reviewed the Award Letter, these General Terms and Conditions and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Award Letter, and fully understands all provisions of the Award Letter and these General Terms and Conditions and the Plan. Grantee hereby agrees that all disputes arising out of or relating to the Award Letter and these General Terms and Conditions and the Plan shall be resolved in accordance with Section 13 of these General Terms and Conditions. Grantee further agrees to notify the Company upon any change in the address for notice indicated in these General Terms and Conditions.

EX-10.5

Exhibit 10.5

Director RSU (1 year vest) (12/15)

NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN

GENERAL TERMS AND CONDITIONS APPLICABLE TO EQUITY AWARDS

As evidenced by the award letter (the “Award Letter”) to which these General Terms and Conditions of Equity Award (the “General Terms and Conditions”) are attached, NCI Building Systems, Inc., a Delaware corporation (the “Company”), has granted to Grantee, pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the Grant Date (the “Plan”), an award of equity compensation (the “Award”) of or relating to shares of Company common stock, $0.01 par value per share (the “Common Stock”, and the shares of Common Stock subject to the Award, the “Awarded Shares”), upon and subject to the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan. Unless otherwise defined in these General Terms and Conditions, capitalized terms used in these General Terms and Conditions shall have the meanings assigned to them in the Award Letter or the Plan, as applicable. Grantee acknowledges receipt of a copy of the Plan in effect as of the date hereof, the terms and conditions of which are incorporated herein by reference. Grantee and the Company are referred to in these General Terms and Conditions collectively as the “Parties” each and individually as a Party”.

1. Effect of the Plan. The Award and the delivery of the Awarded Shares to Grantee are subject to all of the provisions of the Award Letter, these General Terms and Conditions and the Plan, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee. The Award shall be subject, without further action by the Company or Grantee, to any amendment, modification, restatement or supplement to the Plan that is beneficial to, or increases the rights of, Grantee. The Award shall not be subject to any amendment, modification, restatement or supplement to the Plan that reduces or adversely affects the rights and benefits available to Grantee hereunder, without the Grantee’s consent having been obtained thereto.

2. Grant. The Award shall evidence Grantee’s rights in respect of the Awarded Shares, and Grantee acknowledges that, except as provided in the Award Letter or these General Terms and Conditions, the Grantee shall not have any rights in respect of the Awarded Shares unless and until all vesting, exercise and settlement conditions in the Award Letter and these General Terms and Conditions have been satisfied. Grantee agrees that Grantee’s rights to receive and/or retain all or any portion of the Awarded Shares shall be subject to all of the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan, including, but not limited to, the vesting and forfeiture conditions set forth in the Award Letter and Section 4 of these General Terms and Conditions and the restrictions on transfer set forth in the Award Letter and Section 5 of these General Terms and Conditions.

3. Vesting Schedule. The Award shall be subject to such vesting conditions as are set forth in the Award Letter. Awarded Shares that have become vested pursuant to the Award Letter are referred to herein as “Vested Awarded Shares,” and Awarded Shares that have not yet become vested pursuant to the Award Letter are referred to herein as “Unvested Awarded Shares.”

4. Conditions of Forfeiture. Except as provided in the Award Letter, upon termination of Grantee’s continuing services relationship with the Company or any Subsidiary (“Continuous Service”, and the date of termination thereof, the “Termination Date”) before the date on which the Award is fully vested, any Awarded Shares which remain Unvested Awarded Shares as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

5. Non-Transferability. Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that does not consist of issued and outstanding shares of Common Stock. In addition, Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that consists of issued and outstanding shares of Common Stock unless such shares of Common Stock are also Vested Awarded Shares. Any transfer in violation of this Section 5 shall be void and of no force or effect, and shall result in the immediate forfeiture of all Unvested Awarded Shares.

6. Dividend and Voting Rights; Dividend Equivalents.

(a)    Subject to Sections 4 and 5 and such other terms and conditions set forth in the Award Letter or in the Plan, upon the issuance of shares of Common Stock subject to the Awarded Shares, Grantee will obtain the rights of a stockholder of the Company, including the right to vote all such shares of Common Stock and to receive all dividends, cash or stock (other than stock dividends accounted for as a stock split), paid or delivered thereon, from and after the date of such issuance.

(b)    Unless otherwise expressly set forth in an Award Letter, if, following the Grant Date hereof and prior to the issuance of shares of Common Stock subject to the Awarded Shares, any dividends, cash or stock (other than stock dividends accounted for as a stock split), are paid or delivered by the Company with respect to the Common Stock, Grantee shall be entitled to receive the amount

of such dividends that would have been paid on shares of Common Stock relating to the unissued Awarded Shares. Such amount shall be paid to Grantee at the time and in the form the dividend is paid to holders of shares of the Common Stock. The subsequent forfeiture of the Unvested Awarded Shares pursuant to Section 4 hereof shall not create any obligation to repay cash dividends or stock dividends (other than stock dividends accounted for as a stock split) received under this Section 6(b) as to such Unvested Awarded Shares,

7. Capital Adjustments and Corporate Events. If, from time to time during the term of the Award, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration (including stock dividends accounted for as a stock split), the Awarded Shares shall be adjusted in accordance with the provisions of Section 12 of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of the Award Letter and, if relating to Unvested Awarded Shares, shall be included thereafter as “Unvested Awarded Shares” for purposes of the Award Letter and these General Terms and Conditions.

8. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any shares of Common Stock issued with respect to Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of the Award Letter, these General Terms and Conditions or the Plan, or (ii) to treat as owner of such shares, or accord the right to vote or pay or deliver dividends or other distributions to, any purchaser or other transferee to whom or which Grantee shall have attempted to transfer such shares in violation of the provisions of the Award Letter, these General Terms and Conditions or the Plan.

9. Tax Matters. Grantee acknowledges that the tax consequences associated with the Award are complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state, and local tax consequences of this Award. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of the Award. Grantee understands further that, if the Awarded Shares represent the right to receive shares of Common Stock in the future and not the issuance of shares of Common Stock on the Grant Date, no election under Section 83 of the Internal Revenue Code of 1986, as amended, may be made with respect to this Award.

10. Entire Agreement; Governing Law. The Award Letter, the Plan and these General Terms and Conditions constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof. If there is any inconsistency between an express provision of the Award Letter, these General Terms and Conditions, and the Plan, the Committee shall resolve such inconsistency in a manner consistent with the intention of the Company in granting the Award. Nothing in the Plan, the Award Letter or these General Terms and Conditions (except as expressly provided in any of such instruments) is intended to confer any rights or remedies on any person other than the Parties. The Award Letter, these General Terms and Conditions and the Plan are to be construed in accordance with and governed by the internal laws of the State of Texas, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the Parties. Should any provision of the Plan, the Award Letter and these General Terms and Conditions relating to the Award be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

11. Interpretive Matters. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in these General Terms and Conditions are inserted for convenience and shall not be deemed a part of these General Terms and Conditions for construction or interpretation.

12. Dispute Resolution. The provisions of this Section 12 shall be the exclusive means of resolving disputes of the Parties (including any other persons claiming any rights or having any obligations through the Company or Grantee) arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions. The Parties shall attempt in good faith to resolve any disputes arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions by negotiation between individuals who have authority to settle the controversy. Either Party may commence negotiations by delivering to the other Party a written statement of the Party’s position and the name and title of the individual who will represent the Party. Within thirty (30) days of the written notification, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation within ninety (90) days of the written notification of the dispute, either Party may file suit and each Party agrees that any suit, action, or proceeding arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Texas state court in Harris County, Texas) and that the Parties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to the fullest extent permitted by law,

any objection a Party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 12 shall for any reason be held invalid or unenforceable, it is the specific intent of the Parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

13. Amendment; Waiver. The Award Letter and these General Terms and Conditions may be amended or modified only by means of a written document or documents signed by the Company and Grantee. Any provision for the benefit of the Company contained in the Award Letter or these General Terms and Conditions may be waived, either generally or in any particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

14. Notice. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at the Company’s principal executive office or the address of Grantee in the records and books of the Company, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section 14.

BY ACCEPTING THE AWARD, GRANTEE ACKNOWLEDGES AND AGREES THAT THE AWARDED SHARES SUBJECT TO THE AWARD SHALL VEST AND THE FORFEITURE PROVISIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THE AWARD LETTER (NOT THROUGH THE ACT OF BEING GRANTED THE AWARD). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THE AWARD LETTER OR THESE GENERAL TERMS AND CONDITIONS OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE. Grantee acknowledges receipt of a copy of the Plan, represents that Grantee is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. Grantee has reviewed the Award Letter, these General Terms and Conditions and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Award Letter, and fully understands all provisions of the Award Letter and these General Terms and Conditions and the Plan. Grantee hereby agrees that all disputes arising out of or relating to the Award Letter and these General Terms and Conditions and the Plan shall be resolved in accordance with Section 12 of these General Terms and Conditions. Grantee further agrees to notify the Company upon any change in the address for notice indicated in these General Terms and Conditions.

*    *    *

Exhibit to General Terms and Conditions of Equity Award

Additional Terms Applicable to Restricted Stock Units

(a)    Except as provided otherwise in paragraph (b) below, the Restricted Stock Units shall vest if Grantee’s Continuous Service does not terminate during the period commencing with the Grant Date and ending with the applicable date that such portion of the Restricted Stock Units vests (each, a “Vesting Date”). Restricted Stock Units that have vested are referred to herein as “Vested Restricted Stock Units,” and Restricted Stock Units that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Restricted Stock Units.” Subject to the provisions of paragraph (b), if Grantee’s Continuous Service does not terminate prior to an applicable Vesting Date, the Restricted Stock Units shall vest as follows:

one hundred percent (100%) of the Restricted Stock Units shall vest on the first anniversary of the Grant Date.

(b)    Forfeiture of Restricted Stock Units.

(i)     Except as provided in this paragraph (b), if the Grantee’s Termination Date shall occur before the Final Vesting Date for any reason, any Unvested Restricted Stock Units as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

(ii)     Notwithstanding anything to the contrary in this Award Letter, the Unvested Restricted Stock Units shall become vested (i) upon the death of Grantee during Grantee’s Continuous Service; (ii) if Grantee suffers a Disability during Grantee’s Continuous Service; or (iii) in accordance with the provisions of Section 12(b) of the Plan relating to a Change in Control. For purposes of the Award Letter, “Change in Control” shall have the meaning set forth in the Plan; provided, however, that, for the avoidance of doubt, clause (i) of the definition of “Change in Control” set forth in the Plan shall not be deemed to include an acquisition by a person which is inadvertent and/or otherwise not entered into for the purpose of, and does not have the effect of, changing or influencing the control of, the Company.

(iii)    On each Settlement Date, the applicable number of vesting Unvested Restricted Stock Units not previously forfeited will convert to and be settled in an equal number of shares of Common Stock. Evidence of the issuance of the shares of Common Stock pursuant to this Award Letter may be accomplished in such manner as the Company or its authorized representatives shall deem appropriate including, without limitation, electronic registration, book-entry registration or issuance of a certificate or certificates in the name of Grantee or in the name of such other party or parties as the Company and its authorized representatives shall deem appropriate.

(d)    For purposes of this Award Letter, the “Grant Date” is December 15, 2015, and the “Settlement Date” with respect to any unvested Restricted Stock Units means a date selected by the Company within thirty (30) days following the applicable Vesting Dates of such Restricted Stock Units.

EX-10.6

Exhibit 10.6

Director Options (1 year vest) (12/15)

NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN

GENERAL TERMS AND CONDITIONS APPLICABLE TO EQUITY AWARDS

As evidenced by the award letter (the “Award Letter”) to which these General Terms and Conditions of Equity Award (the “General Terms and Conditions”) are attached, NCI Building Systems, Inc., a Delaware corporation (the “Company”), has granted to Grantee, pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the Grant Date (the “Plan”), an award of equity compensation (the “Award”) of or relating to shares of Company common stock, $0.01 par value per share (the “Common Stock”, and the shares of Common Stock subject to the Award, the “Awarded Shares”), upon and subject to the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan. Unless otherwise defined in these General Terms and Conditions, capitalized terms used in these General Terms and Conditions shall have the meanings assigned to them in the Award Letter or the Plan, as applicable. Grantee acknowledges receipt of a copy of the Plan in effect as of the date hereof, the terms and conditions of which are incorporated herein by reference. Grantee and the Company are referred to in these General Terms and Conditions collectively as the “Parties” each and individually as a Party”.

1. Effect of the Plan. The Award and the delivery of the Awarded Shares to Grantee are subject to all of the provisions of the Award Letter, these General Terms and Conditions and the Plan, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee. The Award shall be subject, without further action by the Company or Grantee, to any amendment, modification, restatement or supplement to the Plan that is beneficial to, or increases the rights of, Grantee. The Award shall not be subject to any amendment, modification, restatement or supplement to the Plan that reduces or adversely affects the rights and benefits available to Grantee hereunder, without the Grantee’s consent having been obtained thereto.

2. Grant. The Award shall evidence Grantee’s rights in respect of the Awarded Shares, and Grantee acknowledges that, except as provided in the Award Letter or these General Terms and Conditions, the Grantee shall not have any rights in respect of the Awarded Shares unless and until all vesting, exercise and settlement conditions in the Award Letter and these General Terms and Conditions have been satisfied. Grantee agrees that Grantee’s rights to receive and/or retain all or any portion of the Awarded Shares shall be subject to all of the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan, including, but not limited to, the vesting and forfeiture conditions set forth in the Award Letter and Section 4 of these General Terms and Conditions and the restrictions on transfer set forth in the Award Letter and Section 5 of these General Terms and Conditions.

3. Vesting Schedule. The Award shall be subject to such vesting conditions as are set forth in the Award Letter. Awarded Shares that have become vested pursuant to the Award Letter are referred to herein as “Vested Awarded Shares,” and Awarded Shares that have not yet become vested pursuant to the Award Letter are referred to herein as “Unvested Awarded Shares.”

4. Conditions of Forfeiture. Except as provided in the Award Letter, upon termination of Grantee’s continuing services relationship with the Company or any Subsidiary (“Continuous Service”, and the date of termination thereof, the “Termination Date”) before the date on which the Award is fully vested, any Awarded Shares which remain Unvested Awarded Shares as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

5. Non-Transferability. Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that does not consist of issued and outstanding shares of Common Stock. In addition, Grantee may not, without the consent of the Committee, sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any portion of the Awarded Shares (or any right or interest therein) that consists of issued and outstanding shares of Common Stock unless such shares of Common Stock are also Vested Awarded Shares. Any transfer in violation of this Section 5 shall be void and of no force or effect, and shall result in the immediate forfeiture of all Unvested Awarded Shares.

6. Dividend and Voting Rights; Dividend Equivalents.

(a)    Subject to Sections 4 and 5 and such other terms and conditions set forth in the Award Letter or in the Plan, upon the issuance of shares of Common Stock subject to the Awarded Shares, Grantee will obtain the rights of a stockholder of the Company, including the right to vote all such shares of Common Stock and to receive all dividends, cash or stock (other than stock dividends accounted for as a stock split), paid or delivered thereon, from and after the date of such issuance.

(b)    Unless otherwise expressly set forth in an Award Letter, if, following the Grant Date hereof and prior to the issuance of shares of Common Stock subject to the Awarded Shares, any dividends, cash or stock (other than stock dividends accounted for as a stock split), are paid or delivered by the Company with respect to the Common Stock, Grantee shall be entitled to receive the amount

of such dividends that would have been paid on shares of Common Stock relating to the unissued Awarded Shares. Such amount shall be paid to Grantee at the time and in the form the dividend is paid to holders of shares of the Common Stock. The subsequent forfeiture of the Unvested Awarded Shares pursuant to Section 4 hereof shall not create any obligation to repay cash dividends or stock dividends (other than stock dividends accounted for as a stock split) received under this Section 6(b) as to such Unvested Awarded Shares,

7. Capital Adjustments and Corporate Events. If, from time to time during the term of the Award, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration (including stock dividends accounted for as a stock split), the Awarded Shares shall be adjusted in accordance with the provisions of Section 12 of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of the Award Letter and, if relating to Unvested Awarded Shares, shall be included thereafter as “Unvested Awarded Shares” for purposes of the Award Letter and these General Terms and Conditions.

8. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any shares of Common Stock issued with respect to Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of the Award Letter, these General Terms and Conditions or the Plan, or (ii) to treat as owner of such shares, or accord the right to vote or pay or deliver dividends or other distributions to, any purchaser or other transferee to whom or which Grantee shall have attempted to transfer such shares in violation of the provisions of the Award Letter, these General Terms and Conditions or the Plan.

9. Tax Matters. Grantee acknowledges that the tax consequences associated with the Award are complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state, and local tax consequences of this Award. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of the Award. Grantee understands further that, if the Awarded Shares represent the right to receive shares of Common Stock in the future and not the issuance of shares of Common Stock on the Grant Date, no election under Section 83 of the Internal Revenue Code of 1986, as amended, may be made with respect to this Award.

10. Entire Agreement; Governing Law. The Award Letter, the Plan and these General Terms and Conditions constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof. If there is any inconsistency between an express provision of the Award Letter, these General Terms and Conditions, and the Plan, the Committee shall resolve such inconsistency in a manner consistent with the intention of the Company in granting the Award. Nothing in the Plan, the Award Letter or these General Terms and Conditions (except as expressly provided in any of such instruments) is intended to confer any rights or remedies on any person other than the Parties. The Award Letter, these General Terms and Conditions and the Plan are to be construed in accordance with and governed by the internal laws of the State of Texas, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the Parties. Should any provision of the Plan, the Award Letter and these General Terms and Conditions relating to the Award be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

11. Interpretive Matters. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in these General Terms and Conditions are inserted for convenience and shall not be deemed a part of these General Terms and Conditions for construction or interpretation.

12. Dispute Resolution. The provisions of this Section 12 shall be the exclusive means of resolving disputes of the Parties (including any other persons claiming any rights or having any obligations through the Company or Grantee) arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions. The Parties shall attempt in good faith to resolve any disputes arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions by negotiation between individuals who have authority to settle the controversy. Either Party may commence negotiations by delivering to the other Party a written statement of the Party’s position and the name and title of the individual who will represent the Party. Within thirty (30) days of the written notification, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation within ninety (90) days of the written notification of the dispute, either Party may file suit and each Party agrees that any suit, action, or proceeding arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Texas state court in Harris County, Texas) and that the Parties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to the fullest extent permitted by law,

any objection a Party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 12 shall for any reason be held invalid or unenforceable, it is the specific intent of the Parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

13. Amendment; Waiver. The Award Letter and these General Terms and Conditions may be amended or modified only by means of a written document or documents signed by the Company and Grantee. Any provision for the benefit of the Company contained in the Award Letter or these General Terms and Conditions may be waived, either generally or in any particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

14. Notice. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at the Company’s principal executive office or the address of Grantee in the records and books of the Company, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section 14.

BY ACCEPTING THE AWARD, GRANTEE ACKNOWLEDGES AND AGREES THAT THE AWARDED SHARES SUBJECT TO THE AWARD SHALL VEST AND THE FORFEITURE PROVISIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THE AWARD LETTER (NOT THROUGH THE ACT OF BEING GRANTED THE AWARD). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THE AWARD LETTER OR THESE GENERAL TERMS AND CONDITIONS OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE. Grantee acknowledges receipt of a copy of the Plan, represents that Grantee is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. Grantee has reviewed the Award Letter, these General Terms and Conditions and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Award Letter, and fully understands all provisions of the Award Letter and these General Terms and Conditions and the Plan. Grantee hereby agrees that all disputes arising out of or relating to the Award Letter and these General Terms and Conditions and the Plan shall be resolved in accordance with Section 12 of these General Terms and Conditions. Grantee further agrees to notify the Company upon any change in the address for notice indicated in these General Terms and Conditions.

*    *    *

Exhibit to General Terms and Conditions of Equity AwardAdditional Terms Applicable to Stock Options

(a)    Option Period. The term of the Stock Options (the “Option Period”) will commence on the Grant Date, and will expire at 5:00 o’clock p.m. Houston time on the earliest of (i) the 60th day after termination of Grantee’s Continuous Service (other than death, Disability, or retirement at or after Normal Retirement Age); (ii) the 180th day after the death or Disability of Grantee or the retirement of Grantee at or after Normal Retirement Age, during his or her Continuous Service; or (iii) the expiration date of ten years from the Grant Date. After the expiration date, no further shares may be purchased with respect to these Stock Options.

(b)    Vesting. Except as provided otherwise in paragraph (c) below, the Stock Options shall vest if Grantee’s Continuous Service does not terminate during the period commencing with the Grant Date and ending with the applicable date that such portion of the Stock Options vests (each, a “Vesting Date”). Stock Options that have vested are referred to herein as “Vested Stock Options,” and Stock Options that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Stock Options.” Subject to the provisions of paragraph (c), if Grantee’s Continuous Service does not terminate prior to an applicable Vesting Date, the Stock Options shall vest as follows:

one hundred percent (100%) of the Stock Options shall vest on the first anniversary of the Grant Date.

(c)    Forfeiture of Stock Options.

(i)     Except as provided in this paragraph (c), if the Grantee’s Termination Date shall occur before the final Vesting Date for any reason, any Unvested Stock Options as of such date shall, without further action of any kind by the Company or Grantee, be forfeited.

(ii)     Notwithstanding anything to the contrary in this Award Letter, the Unvested Stock Options shall become vested (i) upon the death of Grantee during Grantee’s Continuous Service; (ii) if Grantee suffers a Disability during Grantee’s Continuous Service; or (iii) in accordance with the provisions of Section 12(b) of the Plan relating to a Change in Control. For purposes of the Award Letter, “Change in Control” shall have the meaning set forth in the Plan; provided, however, that, for the avoidance of doubt, clause (i) of the definition of “Change in Control” set forth in the Plan shall not be deemed to include an acquisition by a person which is inadvertent and/or otherwise not entered into for the purpose of, and does not have the effect of, changing or influencing the control of, the Company.

(d)    Exercise of Stock Options. These Stock Options shall be exercisable at any time and from time to time after the Grant Date and on or prior to their expiration date, in whole or in part with respect to any portion of the underlying shares that has become Vested Stock Options at the time of exercise. No fractional shares will be issued. If an exercise covers a fractional share, the number of shares to be issued on exercise will be rounded to the next lowest share and the exercise price for the fraction will be returned to Grantee.

(e)    Right to Exercise; Restrictions. Vested Stock Options shall be exercisable only during the Option Period, only by Grantee, and only if, at the time of exercise, Grantee is still in a period of Continuous Service, except as follows (and in all cases subject to the earlier termination of the Option Period on the expiration date specified in paragraph (a) hereof):

(i)    Grantee may exercise Vested Stock Options following the termination of his or her Continuous Service as long as the exercise occurs during the Option Period and prior to the expiration date;

(ii)    If Grantee’s Continuous Service should end by reason of Grantee’s death or Disability, Vested Stock Options may (in the case of death) be exercised during the Option Period by the estate of Grantee or by a person who acquired the right to exercise these Stock Options by bequest or inheritance and (in the case of Disability) by the legal representative of the Grantee;

(iii)    VestedStock Options may be exercised by a person to whom they have been validly transferred pursuant to the Plan, and subject to any conditions and restrictions imposed thereon in connection with such transfer.

(f)    Requirement of Necessary Approvals. These Stock Options may not be exercised, or if exercised, no shares need be issued by the Company, unless and until the Company has obtained all necessary approvals and consents of government authorities and other persons such as lenders to the Company.

(g)    Manner of Exercise. These Stock Options shall be exercisable (in whole or in part) by a written notice which:

(i)    States the election to exercise and the number of whole shares with respect to which they are being exercised;

(ii)    Contains an undertaking to provide such information as is required, in the discretion of counsel for the Company, to determine whether an exemption from registration of such shares is available under federal and applicable state securities laws and to make such representations and warranties regarding Grantee’s investment intent as such counsel may require; and

(iii)    Is signed by Grantee or other person or persons authorized to exercise these Options and, if signed by a person other than Grantee, is accompanied by appropriate evidence or proof of the authority or right of such person to exercise this Option.

(h)    Payment of Exercise Price. The written notice referred to in clause (g) shall be accompanied by the exercise price for the total number of shares being purchased in the form permitted by the Plan; provided that, if the exercise price is not paid in cash or by check, Grantee and any third party shall comply with such procedures, and enter into such agreements of indemnity and other agreements, as the Company shall prescribe as a condition of such payment procedure.

(i)    Rights as Stockholder. Grantee shall have no rights as a stockholder with respect to any shares covered by these Stock Options until such time as Grantee becomes the owner of the underlying shares following exercise thereof. Without limiting the generality of the foregoing sentence, no adjustment will be made for dividends or other rights of stockholders for which the record date is prior to ownership of the underlying shares, except as may be determined by the Committee in accordance with the provisions of Section 12 of the Plan.

(j)    Grant Date. For purposes of this Award Letter, the “Grant Date” is December 15, 2015. These Stock Options are not intended to constitute “incentive stock options” within the meaning of the Code.

EX-10.7

Execution Copy

NCI BUILDING SYSTEMS, INC.DEFERRED COMPENSATION PLAN

(Amended and Restated effective January 31, 2016)

[CONFORMED COPY INCLUDING FIRST THROUGH SIXTH AMENDMENTS]

1

TABLE OF CONTENTS
		Page
Article 1 Definitions		1
Article 2 Selection, Enrollment, Eligibility		9
2.1	Selection by Committee	9
2.2	Enrollment and Eligibility Requirements; Commencement of Participation	9
Article 3 Deferral Commitments/Company Contribution Amounts/ Company Restoration Matching Amounts/ Vesting/Crediting/Taxes		10
3.1	Minimum Deferrals	10
3.2	Maximum Deferral	11
3.3	Election to Defer; Effect of Election Form	11
3.4	Withholding and Crediting of Annual Deferral Amounts	13
3.5	Company Contribution Amount	13
3.6	Company Restoration Matching Amount	13
3.7	Crediting of Amounts after Benefit Distribution	14
3.8	Vesting	14
3.9	Crediting/Debiting of Account Balances	16
3.10	FICA and Other Taxes	17
Article 4 Scheduled Distribution; Unforeseeable Emergencies		18
4.1	Scheduled Distribution	18
4.2	Postponing Scheduled Distributions	19
4.3	Other Benefits Take Precedence Over Scheduled Distributions	19
4.4	Unforeseeable Emergencies	19
4.5	Distributions from the Company Stock Fund	20
Article 5 Change in Control Benefit		21
5.1	Change in Control Benefit	21
5.2	Payment of Change in Control Benefit	21
Article 6 Retirement Benefit		21
6.1	Retirement Benefit	21
6.2	Payment of Retirement Benefit	21
Article 7 Termination Benefit		22
7.1	Termination Benefit	22
7.2	Payment of Termination Benefit	22
Article 8 Disability Benefit		22
8.1	Disability Benefit	22
8.2	Payment of Disability Benefit	23
Article 9 Death Benefit		23
9.1	Death Benefit	23

i

9.2	Payment of Death Benefit	23
Article 10 Beneficiary Designation		23
10.1	Beneficiary	23
10.2	Beneficiary Designation	23
10.3	Acknowledgment	23
10.4	No Beneficiary Designation	24
10.5	Doubt as to Beneficiary	24
10.6	Discharge of Obligations	24
Article 11 Leave of Absence		24
11.1	Paid Leave of Absence	24
11.2	Unpaid Leave of Absence	24
11.3	Leaves Resulting in Separation from Service	25
Article 12 Termination of Plan, Amendment or Modification		25
12.1	Termination of Plan	25
12.2	Amendment	25
12.3	Plan Agreement	26
12.4	Effect of Payment	26
Article 13 Administration		26
13.1	Administrator Duties	26
13.2	Administration Upon Change In Control	27
13.3	Agents	27
13.4	Binding Effect of Decisions	27
13.5	Indemnity of Administrator	27
13.6	Employer Information	28
Article 14 Other Benefits and Agreements		28
14.1	Coordination with Other Benefits	28
Article 15 Claims Procedures		28
15.1	Presentation of Claim	28
15.2	Notification of Decision	28
15.3	Review of a Denied Claim	29
15.4	Decision on Review	29
15.5	Legal Action	30
Article 16 Trust		30
16.1	Establishment of the Trust	30
16.2	Interrelationship of the Plan and the Trust	30
16.3	Distributions From the Trust	30
16.4	Common Stock for the Company Stock Fund	30
Article 17 Miscellaneous		31
17.1	Status of Plan	31
17.2	Unsecured General Creditor	31

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17.3	Employer’s Liability	31
17.4	Nonassignability	31
17.5	Not a Contract of Employment	31
17.6	Furnishing Information	32
17.7	Terms	32
17.8	Captions	32
17.9	Governing Law	32
17.10	Notice	32
17.11	Successors	33
17.12	Spouse’s Interest	33
17.13	Validity	33
17.14	Incompetent	33
17.15	Court Order	33
17.16	Distribution in the Event of Income Inclusion Under 409A	33
17.17	Deduction Limitation on Benefit Payments	34
17.18	Insurance	34
17.19	Limitation of Rights	34

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NCI BUILDING SYSTEMS, INC.DEFERRED COMPENSATION PLAN

(Amended and Restated effective January 31, 2016)

Purpose

The purpose of this Plan is to provide specified benefits to Directors and a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of NCI Building Systems, Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

This Plan, which was originally effective December 8, 2005, was amended and restated effective as of January 1, 2007, as of August 19, 2008, and as of December 1, 2009. The terms of the Plan, as amended and restated effective as of January 31, 2016, shall govern all amounts accrued under the Plan. The Plan is intended to comply with all applicable law, including Code Section 409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention. Consistent with the foregoing, and in order to transition to the provisions of the Plan, as amended, as well as to the requirements of Code Section 409A and related Treasury guidance and Regulations, the Administrator has utilized or made available to Participants certain transition relief described more fully in Appendix A of this Plan.

Article 1Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2 “Administrative Committee” shall mean the Administrative Committee appointed by the Committee or the Board of Directors of the Company to assist with the administration of this Plan.

1.3 “Administrator” shall mean the Administrator described in Article 13 and appointed by the Administrative Committee.

1.4 “Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the following amount: (i) the sum of the Participant’s Annual Deferral Amount, Company Contribution Amount and Company Restoration Matching Amount

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for any one Plan Year, plus (ii) amounts credited or debited to such amounts pursuant to this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.5 “Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus, Director Fees and such other compensation that is eligible for deferral as designated by the Administrative Committee, which a Participant elects to defer for any one Plan Year in accordance with Article 3, without regard to whether such amounts are withheld and credited during such Plan Year. In the event of a Participant’s Retirement, Disability, death or Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.6 “Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participantin accordance with this Plan, calculated as follows: (i) for the first annual installment, the vested portion of each Annual Account shall be calculated as of the close of business on or aroundthe Participant’s Benefit Distribution Date, as determined by the Administrator in its sole discretion,and (ii) for remaining annual installments, the vested portion of each applicable Annual Account shall be calculated on every anniversary of such calculation date, as applicable. Each annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant. By way of example, if the Participant elects a ten (10) year Annual Installment Method as the form of Retirement Benefit for an Annual Account, the first payment shall be 1/10 of the vested balance of such Annual Account, calculated as described in this definition. The following year, the payment shall be 1/9 of the vested balance of such Annual Account, calculated as described in this definition.

1.7 “Base Salary” shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, restricted stock or restricted stock units, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

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1.8 “Beneficiary” shall mean one or more persons, trusts or trustees of a trust, partnership, corporation, limited liability partnership, limited liability company, estates or other entities, designated in accordance with Article 10, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.9 “Beneficiary Designation Form” shall mean the form established from time to time by the Administrator that a Participant completes, signs and returns to the Administrator to designate one or more Beneficiaries.

1.10 “Benefit Distribution Date” shall mean a date that triggers distribution of a Participant’s vested benefits. A Benefit Distribution Date for a Participant shall be determined upon the occurrence of any one of the following:

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(a) If the Participant Retires, the Benefit Distribution Date for his or her vested Account Balance shall be (i) the last day of the six-month period immediately following the date on which the Participant Retires if the Participant is a Key Employee, and(ii) for all other Participants, the date on which the Participant Retires; provided, however, in the event the Participant changes the Retirement Benefit election for one or more Annual Accounts in accordance with Section 6.2(b), the Benefit Distribution Date for such Annual Account(s) shall be postponed in accordance with such section 6.2(b); or

(b) If the Participant experiences a Termination of Employment, the Benefit Distribution Date for his or her vested Account Balance shall be (i) the last day of the six-month period immediately following the date on which the Participant experiences a Termination of Employment if the Participant is a Key Employee, and (ii) for all other Participants, the date on which the Participant experiences a Termination of Employment; or

(c) If the Participant dies prior to the complete distribution of his or her vested Account Balance, the Participant’s Benefit Distribution Date shall be the date on which the Administrator is provided with proof that is satisfactory to the Administrator of the Beneficiary’s status; or

(d) If the Participant becomes Disabled, the Participant’s Benefit Distribution Date shall be the date on which the Participant becomes Disabled; or

(e) If a Change in Control occurs prior to the Participant’s Termination of Employment, Retirement, death or Disability, the Participant’s Benefit Distribution Date shall be the date on which the Company experiences a Change in Control, if the Employee has previously elected to receive the Change in Control Benefit described in Article 5, as determined by the Administrator in its sole discretion. If the Participant has not made a prior election to receive the Change in Control Benefit, then it will be paid in accordance with the remaining provisions of this Plan (i.e. as a Scheduled Distribution or upon Termination of Employment, Retirement, death or Disability).

1.11 “Bonus” shall mean any cash compensation, in addition to Base Salary, earned by a Participant for services rendered during a Plan Year, under any Employer’s annual bonus and cash incentive plans.

1.12 “Change in Control” shall mean any “change in control event” as defined in accordance with Code Section 409A and related Treasury guidance and Regulations to the extent applicable to the Company.

1.13 “Change in Control Benefit” shall have the meaning set forth in Article 5.

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1.14 “Claimant” shall have the meaning set forth in Section 15.1.

1.15 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.16 “Committee” shall mean the Compensation Committee of the Board of Directors of the Company.

1.17 “Company” shall mean NCI Building Systems, Inc., a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.18 “Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.19 “Company Restoration Matching Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

1.20 “Company Stock” shall mean the common stock, par value $0.01 per share, of the Company.

1.21 “Company Stock Fund” shall mean an investment fund consisting of notional shares of Company Stock.

1.22 “Death Benefit” shall mean the benefit set forth in Article 9.

1.23 “Director” shall mean any member of the board of directors of the Company. A Director who is also an Employee shall be considered an Employee for all purposes with respect to Base Salary and Bonus deferrals and shall be considered a Director for all purposes with respect to deferrals of any Director Fees.

1.24 “Director Fees” shall mean the annual fees earned by a Director from any Employer, including retainer fees and meetings fees, as compensation for serving on the board of directors.

1.25 “Disability” or “Disabled” shall be defined as follows:

(a) For purposes of determining a Participant’s Benefit Distribution Date described in Section 1.10(d) and whether a Participant qualifies for the benefit set forth in Article 8, “Disability” or “Disabled” shall mean a physical or mental condition that qualifiesas a total and permanent disability under the employer’s long term disability plan and which satisfies the definition of disability under Code Section 409A.

(b) For the sole purpose of applying the vesting provisions of Section 3.8(d), “Disability” or “Disabled” shall mean (i) a period of disability during which a Participant qualifies for permanent disability benefits under the Participant’s

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Employer’s long-term disability plan, or (ii) if a Participant does not participate in such a plan, a period of disability during which the Participant is determined to be totally disabled by the Social Security Administration.

1.26 “Disability Benefit” shall mean the benefit set forth in Article 8.

1.27 “Election Form” shall mean the form, which may be in electronic format, established from time to time by the Administrator that a Participant completes, signs and returns to the Administrator to make an election under the Plan.

1.28 “Employee” shall mean a full-time, regular salaried employee eligible.

1.29 “Employer(s)” shall mean the Company and/or any of its Subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Committee to participate in the Plan and have adopted the Plan as a sponsor.

1.30 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.31 “401(k) Plan” shall mean, with respect to an Employer, a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.

1.32 “Key Employee” shall mean any Participant who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of any Employer whose stock is publicly traded on an established securities market or otherwise, as determined by the Administrator based upon the 12-month period ending on each December 31^st (such 12-month period is referred to below as the “identification period”).All Participants who are determined to be key employees under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period shall be treated as Key Employees for purposes of the Plan during the 12-month period that begins on the first day of the 4^th month following the close of such identification period.

1.33 “Multiple Distribution Method” shall be a distribution method in the form of payments over the number of years selected by the Participantwith respect to any Annual Account. Under the Multiple Distribution Method, for the first payment with respect to an Annual Account, the vested portion of the Annual Account shall be calculated as of the close of business on the business date immediately precedingthe Participant’s Scheduled Distribution Date, and the payment shall be calculated by multiplying this balance by the distribution percentage designated by the Participant. In subsequent years, the payment shall be calculated by (i) multiplying (A) the total of the amount or amounts distributed in prior years from the Annual Account and the vested portion of the Annual Account as of the close of business on the business date immediately preceding the Participant’s relevant Scheduled Distribution Date by (B) a percentage equal to the total of the percentages for all prior Scheduled Distributions with respect to that Annual Account and

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the percentage elected for the current Scheduled Distribution, reduced by (ii) the total of the amount or amounts distributed in prior years from the Annual Account (but not below zero).If the Participant had elected Scheduled Distributions totaling 100% for any Annual Account under the Multiple Distribution Method, then the final Scheduled Distribution shall be the balance of the Participant’s Annual Account as of the close of business on the business date immediately preceding the Scheduled Distribution Date.

1.34 “Participant” shall mean any Employee or Director (i) who is selected to participate in the Plan by the Committee, (ii) who submits an executed Plan Agreement, Election Form and Beneficiary Designation Form, if required by and accepted by the Administrator, and (iii) whose Plan Agreement has not terminated.

1.35 “Phantom Investment Fund” shall mean the measurement funds selected by the Administrative Committee, in its sole discretion, which can include mutual funds or any other investment or fund approved by the Administrative Committee. The Administrative Committee, in its sole discretion, will determine whether there will be one or more than one Phantom Investment Fund. As necessary, the Administrative Committee may, in its sole discretion, discontinue, substitute or add a Phantom Investment Fund. Each such action will take effect as of the date specified by the Administrative Committee after giving Participants advance written notice of such change. Notwithstanding anything to the contrary herein, a Participant’s Account Balance attributable to amounts deferred on or after January 1, 2006 and which are not invested in or allocated to the Company Stock Fund, shall be allocated into the single or multiple Phantom Investment Funds designated by the Administrative Committee as the default Phantom Investment Funds for such purpose. Such Account Balances shall remain allocated into the default Phantom Investment Funds until such time as the Participants select their own Phantom Investment Funds.

1.36 “Plan” shall mean the NCI Building Systems, Inc. Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.37 “Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.

1.38 “Plan Year” shallmean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

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1.39 “Retirement”, “Retire(s)” or “Retired” shall be defined as follows:

(a) For purposes of determining a Participant’s Benefit Distribution Date described in Section 1.10(a) and whether a Participant qualifies for the benefit set forth in Article 6, ‘Retirement’, ‘Retire(s)’ or ‘Retired’ shall mean, with respect to an Employee, separation from service with all Employers for any reason other than death or Disability, as determined in accordance with Code Section 409A and related Treasury guidance and Regulations, on or after the earlier of (i) the attainment of age fifty-nine and one-half (59 1/2) with at least twenty-five (25) full Years of Service or (ii) the attainment of age sixty-five (65); and shall mean with respect to a Director who is not an Employee, separation from service as a Director with all Employers. If a Participant is both an Employee and a Director, Retirement shall not occur until he or she Retires as both an Employee and a Director.

(b) For the sole purpose of applying the vesting provisions of Section 3.8(d), ‘Retirement’, ‘Retire(s)’ or ‘Retired’ shall mean the separation from service with all Employers for any reason other than death or Disability on or after the earlier of (i) the attainment of age fifty-nine and one-half (59 1/2) with at least twenty-five (25) full Years of Service or (ii) the attainment of age sixty-five (65).

1.40 “Retirement Benefit” shall mean the benefit set forth in Article 6 due to Retirement.

1.41 “Scheduled Distribution” and “Scheduled Distribution Date” shall have the meanings set forth in Section 4.1.

1.42 “Subsidiary” means any entity with which the Company would be considered a single employer under Section 414(b) of the Code.

1.43 “Terminate the Plan”, “Termination of the Plan” shall mean a determination by an Employer’s board of directors that (i) all of its Participants shall no longer be eligible to participate in the Plan, (ii) no new deferral elections for such Participants shall be permitted, and (iii) such Participants shall no longer be eligible to receive company contributions under this Plan or such earlier date as the Committee terminates the Plan.

1.44 “Termination Benefit” shall mean the benefit set forth in Article 7 due to Termination of Employment.

1.45 “Termination of Employment” shall mean the separation from service with all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability or death, as determined in accordance with Code Section 409A and related Treasury guidance and Regulations. If a Participant is both an Employee and a Director, a Termination of Employment shall occur only upon the termination of the last position held.

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1.46 “Trust” shall mean one or more trusts established by the Company in accordance with Article 16.

1.47 “Unforeseeable Emergency” shall mean a severe financial hardship of the Participant or his or her Beneficiary resulting from (i) an illness or accident of the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent (as defined in Code Section 152(a)), (ii) a loss of the Participant’s or Beneficiary’s property due to casualty, or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or the Participant’s Beneficiary, all as determined in the sole discretion of the Administrator as meeting the definition of “unforeseeable emergency” under Code Section 409A, related Treasury pronouncements and any successor rulings. Furthermore, the Administrator shall have the authority to require a Participant to provide such proof as it deems necessary to establish the existence and significant nature of the Participant’s unforeseeable emergency.

1.48 “Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. The Administrator shall make a determination as to whether any partial year of employment shall be counted as a Year of Service.

ARTICLE 2Selection, Enrollment, Eligibility

2.1 Selection by Committee. Participation in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees who may participate in this Plan. A designation of an Employee to participate with respect to a particular Plan Year shall not automatically entitle such Participant to participate with respect to any other Plan Year. The Committee may from time to time establish additional eligibility requirements for participation in the Plan. Notwithstanding the foregoing or any other Plan provision, participation in the Plan shall not confer on a Participant the right to invest in the Company Stock Fund, unless the Committee, in its sole discretion, designates such Participant as also eligible to invest in the Company Stock Fund.

2.2 Enrollment and Eligibility Requirements; Commencement of Participation.

(a) As a condition to participation, each Director or selected Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete, execute and return to the Administrator a Plan Agreement and an Election Form, prior to the first day of such Plan Year, or such other deadline as

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may be established by the Administrator in its sole discretion subject to the requirements of Section 409A. In addition, the Administrator shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

(b) As a condition to participation, a Director or selected Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year must complete, execute and return to the Administrator a Plan Agreement and an Election Form within thirty (30) days after he or she first becomes eligible to participate in the Plan, or within such other deadline as may be established by the Administrator, in its sole discretion, subject to the requirements of Section 409A. In such event, such person’s participation in this Plan shall not commence earlier than the date determined by the Administrator pursuant to Section 2.2(c) and such person shall not be permitted to defer under this Plan any portion of compensation attributable to services performed prior to his or her participation commencement date, except to the extent permissible under Code Section 409A and related Treasury guidance or Regulations.

(c) Each Director or selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Administrator determines, in its sole discretion, that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Administrator, including returning all required documents to the Administrator within the specified time period. A Director or selected Employee who has met the enrollment requirements established by the Administrator may subsequently change any initial deferral election by submitting a new Election Form to the Administrator no later than the date on which the initial deferral election becomes irrevocable as set forth in Section 3.3. The Administrator shall process such Participant’s deferral election as soon as Administratively practicable after such deferral election is submitted to and accepted by the Administrator.

(d) If a Director or an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year.

ARTICLE 3Deferral Commitments/Company Contribution Amounts/Company Restoration Matching Amounts/ Vesting/Crediting/Taxes

3.1 Minimum Deferrals.

(e) Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus and/or Director Fees in the following minimum amounts for each deferral elected:

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Deferral	Minimum Amount
Base Salary and/or Bonus	$5,000 aggregate
Director Fees	$0

If the Administrator determines, in its sole discretion, prior to the beginning of a Plan Year that a Participant has made an election for less than the stated minimum amounts, or if no election is made, the amount deferred shall be zero.

3.2 Maximum Deferral.

(a) Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus and/or Director Fees up to the following maximum percentages for each deferral elected:

Deferral	Maximum Percentage
Base Salary	80%
Bonus	90%
Director Fees	100%

(b) Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year,the maximum Annual Deferral Amount shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Administrator for acceptance, except to the extent permissible under Code Section 409A and related Treasury guidance or Regulations.

3.3 Election to Defer; Effect of Election Form.

(a) First Year of Plan Participation. In connection with a Participant’s commencement of elective participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Administrator deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Administrator (in accordance with Section 2.2 above) and accepted by the Administrator.

(b) Subsequent Plan Years of Participation. For each succeeding Plan Year of participation, a Participant may elect to defer Base Salary, Bonus and Director Fees and such other compensation that is eligible for deferral as designated by the Administrative Committee, and may make such other elections as the

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Administrator deems necessary or desirable under the Plan by timely delivering an Election Form to the Administrator, in accordance with its rules and procedures, before the December 31st preceding the Plan Year in which such compensation is earned, or before such other deadline established by the Administrator in accordance with the requirements of Code Section 409A and related Treasury guidance or Regulations. With respect to compensation earned over one or more consecutive fiscal years of an Employer that is not payable during the service period, the Administrator may determine that a Participant may defer such compensation by making an election before the last day of the fiscal year preceding the first fiscal year in which the services are performed.

Any deferral election(s) made in accordance with this Section 3.3(b) shall be irrevocable as of the last day of the election period; provided, however, that if the Administrator requires Participants to make a deferral election for “performance-based compensation” by the deadline(s) described above, it may, in its sole discretion, and in accordance with Code Section 409A and related Treasury guidance or Regulations, permit a Participant to subsequently change his or her deferral election for such compensation by submitting an Election Form to the Administrator no later than the deadline established by the Administrator pursuant to Section 3.3(c) below.

(c) Performance-Based Compensation. Notwithstanding the foregoing, the Administrator may, in its sole discretion, determine that an irrevocable deferral election pertaining to “performance-based compensation” based on services performed over a period of at least twelve (12) months, may be made by timely delivering an Election Form to the Administrator, in accordance with its rules and procedures, no later than six (6) months before the end of the performance service period for which the performance bonus is paid, and prior elections will become irrevocable as of such date. “Performance-based compensation” shall be compensation, the payment or amount of which is contingent on pre-established organizational or individual performance criteria, which satisfies the requirements of Code Section 409A and related Treasury guidance or Regulations. In order to be eligible to make a deferral election for performance-based compensation, a Participant must perform services continuously from a date no later than the date upon which the performance criteria for such compensation are established through the date upon which the Participant makes a deferral election for such compensation. In no event shall an election to defer performance-based compensation be permitted after such compensation has become both substantially certain to be paid and readily ascertainable.

(d) Compensation Subject to Risk of Forfeiture. With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least twelve (12) months from the date the

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Participant obtains the legally binding right, the Administrator may, in its sole discretion, determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Administrator in accordance with its rules and procedures, no later than the 30^th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse.

3.4 Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.

3.5 Company Contribution Amount.

(a) For each Plan Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution Amount for that Plan Year. Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements.

(b) For each Plan Year, the Committee may, in its sole discretion, credit any amount it desires to any Participant’s Annual Account under this Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Plan Year. The Participant must have elected to make deferrals under this Plan in order to be eligible for the Company Contribution Amount. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this Section 3.5(b), if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Administrator, in its sole discretion.

3.6 Company Restoration Matching Amount. A Participant’s Company Restoration Matching Amount for any Plan Year shall be an amount determined by the Administrator, in its sole discretion, to make up for certain limits applicable to the 401(k) Plan, as

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identified by the Administrator; provided, that any such amounts credited to a Participant hereunder shall be determined in a manner that is consistent with the requirements of Code Section 409A, if applicable. The amount so credited to a Participant for any Plan Year (i) may be smaller or larger than the amount credited to any other Participant (and may be zero), and (ii) may differ from the amount credited to such Participant in the preceding Plan Year. The Participant’s Company Restoration Matching Amount, if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Administrator, in its sole discretion. In order to receive the Company Restoration Matching Amount, a Participant must have made an irrevocable election to participate in the 401(k) Plan for the Plan Year with respect to which the Company Restoration Matching Amount is credited under this Plan, at a level of pre-tax contributions not less than 6% of eligible compensation, prior to the first day of such Plan Year.

3.7 Crediting of Amounts after Benefit Distribution. Notwithstanding any provision in this Plan to the contrary, should the complete distribution of a Participant’s vested Account Balance occur prior to the date on which any portion of (i) the Annual Deferral Amount that a Participant has elected to defer in accordance with Section 3.3, (ii) the Company Contribution Amount or (iii) the Company Restoration Matching Amount, would otherwise be credited to the Participant’s Account Balance, such amounts shall not be credited to the Participant’s Account Balance, but may, in the Administrative Committee’s sole discretion, be paid to the Participant in a manner determined by the Administrative Committee.

3.8 Vesting.

(a) A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to Annual Deferral Amounts.

(b) A Participant shall vest in each Company Contribution Amount, plus amounts credited and debited on such amount, in accordance with the schedule below based on the number of full Plan Years following the Plan Year to which the contribution relates. However, on or prior to the date on which a Participant is awarded a Company Contribution Amount for a Plan Year, the Committee, in its sole discretion, may designate a different vesting schedule in lieu of the schedule described below that will apply to such Company Contribution Amount. Unless otherwise declared by the Committee, a new vesting schedule shall apply to each Company Contribution Amount.

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Plan Years Following Year to which Contribution Relates	Vested Percentage
Less than 1 year	0%
1 year or more, but less than 2 years	33 1/3%
2 years or more, but less than 3 years	66 2/3%
3 years or more	100%

(c) A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Restoration Matching Amounts, plus amounts credited or debited on such amounts (pursuant to Section 3.9), only to the extent that the Participant is vested in employer matching contributions allocated to him under the 401(k) Plan, as determined by the Administrator in its sole discretion.

(d) Notwithstanding anything to the contrary contained in this Section 3.8, in the event of a Change in Control, or upon a Participant’s Retirement, death while employed by an Employer, or Disability (as defined in Section 1.25(b)), any amounts that are not vested in accordance with Sections 3.8(b) or 3.8(c) above, shall immediately become 100% vested (if it is not already vested in accordance with the above vesting schedules).

(e) Notwithstanding subsection 3.8(d) above, the vesting schedules described in Sections 3.8(b) and 3.8(c) shall not be accelerated upon a Change in Control to the extent that the Administrator determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event of such a determination, the Participant may request independent verification of the Administrator’s calculations with respect to the application of Section 280G. In such case, the Administrator must provide to the Participant within ninety (90) days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the “Accounting Firm”). The opinion shall state the Accounting Firm’s opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company.

(f) Section 3.8(e) shall not prevent the acceleration of the vesting schedules described in Sections 3.8(b) and 3.8(c) if such Participant is entitled to a “gross-up” payment, to eliminate the effect of the Code section 4999 excise tax, pursuant to his or her employment agreement or other agreement entered into between such Participant and the Employer.

(g) Notwithstanding anything to the contrary contained herein, the Committee or the Board of Directors of the Company may, in its sole discretion, accelerate the

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vesting schedule applicable to all or any portion of a Participant’s Account Balance.

3.9 Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Administrator, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a) Phantom Investment Portfolio Program. The Participant may elect one or more of the Phantom Investment Funds and the Company Stock Fund, for the purpose of crediting or debiting additional amounts to his or her Account Balance provided that Participants may elect the Company Stock Fund, only if designated by the Committee in accordance with Section 2.1 of the Plan.

(b) Election of Phantom Investment Funds. A Participant, in connection with his or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Phantom Investment Fund(s) and the Company Stock Fund (as described in Section 3.9(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Phantom Investment Funds or the Company Stock Fund, as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the Phantom Investment Fund designated as the default Phantom Investment Fund by the Administrative Committee, in its sole discretion. The Participant may (but is not required to) elect, by submitting an Election Form to the Administrator that is accepted by the Administrator, to add or delete one or more Phantom Investment Fund(s) and the Company Stock Fund to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Phantom Investment Fund or the Company Stock Fund, provided that, an allocation to the Company Stock Fund pursuant to a Participant’s election shall be irrevocable and the Participant may not thereafter reallocate such amount to any of the Phantom Investment Funds. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Administrator, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. Notwithstanding the foregoing, the Administrator, in its sole discretion, may impose limitations on the frequency with which one or more of the Phantom Investment Funds elected in accordance with this Section 3.9(b) may be added or deleted by such Participant; furthermore, the Administrator, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion of his or her Account Balance allocated to each

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previously or newly elected Phantom Investment Fund or the Company Stock Fund.

(c) Proportionate Allocation. In making any election described in Section 3.9(b) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Annual Deferral Amount and Account Balance, as applicable, to be allocated/reallocated.

(d) Crediting or Debiting Method. The performance of each Phantom Investment Fund and the Company Stock Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Phantom Investment Funds and the Company Stock Fund by the Participant. Any dividends attributable to Company Stock shall be credited to the Participant’s Company Stock Fund as of the record date and shall be paid in accordance with Article 4 of the Plan.

(e) No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary and except as otherwise provided in Section 16.4 of the Plan, the Phantom Investment Funds and the Company Stock Fund are to be used for measurement purposes only, and a Participant’s election of any such Phantom Investment Fund and Company Stock Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Phantom Investment Fund or Company Stock Fund. In the event that the Company or the Trustee (as that term is defined in the Trust, if any), in its own discretion, decides to invest funds in any or all of the investments on which the Phantom Investment Funds or Company Stock Fund are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust, if any; the Participant shall at all times remain an unsecured creditor of the Company.

(f) Allocation to the Company Stock Fund. Notwithstanding any other provision of the Plan and subject to distribution pursuant to Article 4, 5, 6, 7, 8 or 9, any allocation of a Participant’s Account Balance, into the Company Stock Fund, shall be irrevocable.

3.10 FICA and Other Taxes.

(a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is

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not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Administrator may reduce the Annual Deferral Amount in order to comply with this Section 3.10.

(b) Company Restoration Matching Amounts and Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Account Balance attributable to any Company Restoration Matching Amounts and/or Company Contribution Amounts, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such amounts. Alternatively, the Participant’s Employer may withhold at the end of the calendar year or within 3 months after the end of the calendar year from the Participants Base Salary and/or Bonus that is not deferred, in order to comply with this Section 3.10. If the end of the calendar year or the three month method described above is used, FICA and other employment taxes must also be paid with respect to interest earned on the deferrals.

(c) Distributions. The Participant’s Employer(s), or the trustee of the Trust, if any, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, if any, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust, if any.

ARTICLE 4Scheduled Distribution; Unforeseeable Emergencies

4.1 Scheduled Distribution. In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect to receive a Scheduled Distribution from the Plan in the form of a lump sum or under the Multiple Distribution Method with respect to (i) the Annual Deferral Amount, (ii) the vested portion of the Company Contribution Amount attributable to the Plan Year to which the deferral election relates and (iii) the vested portion of the Company Restoration Matching Amount attributable to the Plan Year to which the deferral election relates. The Scheduled Distribution shall be made in accordance with this Section 4.1, in an amount that is equal to the portion of the Annual Deferral Amount, the vested portion of the Company Contribution Amount and the vested portion of the Company Restoration Matching Amount that the Participant elected to have distributed as a Scheduled Distribution, plus amounts credited or debited in the manner provided in Section 3.9 above on such amounts, payable in a lump sum or calculated in accordance with the Multiple Distribution Method. Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected shall be paid out during a sixty (60) day period commencing immediately after the “Scheduled

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Distribution Date.” The “Scheduled Distribution Date” shall be the first day of any Plan Year designated by the Participant. The Plan Year designated by the Participant must be at least three (3) Plan Years after the end of the Plan Year to which the amounts subject to the Scheduled Distribution election relate, unless otherwise provided on an Election Form approved by the Administrator in its sole discretion. By way of example, if a Scheduled Distribution is elected for Annual Deferral Amounts that are earned in the Plan Year commencing January 1, 2007, the earliest Scheduled Distribution Date that may be designated by a Participant would be January 1, 2011, and the Scheduled Distribution would become payable during the sixty (60) day period commencing immediately after such Scheduled Distribution Date. A Participant may elect to receive the Scheduled Distribution for each Annual Account in the form of the Multiple Distribution Method; provided, however, that the maximum number of Scheduled Distribution Dates that are unpaid and due to a Participant from his entire Account Balance prior to termination of employment is ten.

4.2 Postponing Scheduled Distributions. A Participant may elect to postpone all or a portion of a Scheduled Distribution described in Section 4.1 above, and have such amount paid out during a sixty (60) day period commencing immediately after an allowable alternative distribution date designated by the Participant in accordance with this Section 4.2. In order to make this election, the Participant must submit a new Scheduled Distribution Election Form to the Administrator in accordance with the following criteria:

(e) Such Scheduled Distribution Election Form must be submitted to and accepted by the Administrator in its sole discretion at least twelve (12) months prior to the Participant’s previously designated Scheduled Distribution Date;

(f) The new Scheduled Distribution Date selected by the Participant must be the first day of a Plan Year, and must be at least five years after the previously designated Scheduled Distribution Date; and

(g) The election of the new Scheduled Distribution Date shall have no effect until at least twelve (12) months after the date on which the election is made.

4.3 Other Benefits Take Precedence Over Scheduled Distributions. Should a Benefit Distribution Date occur that triggers a benefit under Articles 5, 6, 7, 8, or 9, any Annual Deferral Amount that is subject to a Scheduled Distribution election under Section 4.1 shall not be paid in accordance with Section 4.1, but shall be paid in accordance with the other applicable Article. Notwithstanding the foregoing, the Administrator shall interpret this Section 4.3 in a manner that is consistent with Code Section 409A and related Treasury guidance and Regulations.

4.4 Unforeseeable Emergencies.

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(c) If the Participant experiences an Unforeseeable Emergency, the Participant may petition the Administrator to receive a partial or full payout from the Plan, subject to the provisions set forth below.

(d) The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant’s vested Account Balance, calculated as of the close of business on or around the date on which the amount becomes payable, as determined by the Administrator in its sole discretion, or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution. Notwithstanding the foregoing, a Participant may not receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by cessation of deferrals under this Plan.

(e) If the Administrator, in its sole discretion, approves a Participant’s petition for payout from the Plan, the Participant shall receive a payout from the Plan within sixty (60) days of the date of such approval, and the Participant’s deferrals under the Plan shall be terminated as of the date of such approval.

(f) In addition, a Participant’s deferral elections under this Plan shall be terminated to the extent the Administrator determines, in its sole discretion, that termination of such Participant’s deferral elections is required pursuant to Treas. Reg. §1.401(k)-1(d)(3) for the Participant to obtain a hardship distribution from an Employer’s 401(k) Plan. If the Administrator determines, in its sole discretion, that a termination of the Participant’s deferrals is required in accordance with the preceding sentence, the Participant’s deferrals shall be terminated as soon as Administratively practicable following the date on which such determination is made.

(g) Notwithstanding the foregoing, the Administrator shall interpret all provisions relating to a payout and/or termination of deferrals under this Section 4.4 in a manner that is consistent with Code Section 409A and related Treasury guidance and Regulations.

4.5 Distributions from the Company Stock Fund. Notwithstanding any other Plan provision, a Participant shall receive a distribution of the portion of his or her Account Balance allocated to the Company Stock Fund in the number of whole shares of Common Stock that are reflected as a bookkeeping entry as of the date of the Participant’s distribution, with any fractional share to be paid in cash, subject to applicable withholding pursuant to Section 3.10 of the Plan.

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ARTICLE 5Change in Control Benefit

5.1 Change in Control Benefit. If a Change in Control occurs prior to a Participant’s Termination of Employment, Retirement, death or Disability, a Participant’s deferral elections shall immediately terminate with respect to any prospective compensation payable after the Change in Control, and the Participant shall be entitled to receive a Change in Control Benefit, which shall be equal to the Participant’s vested Account Balance, calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Administrator in its sole discretion. Notwithstanding the foregoing provisions, a Participant whose deferral elections ceased with respect to prospective compensation payable after a Change of Control and who would otherwise continue to be, or subsequently is designated as, an eligible Employee following the Change in Control, may elect to enroll in the Plan pursuant to the provisions of Article 2 for any Plan Year beginning after the effective date of the Change in Control for which the Participant is an eligible Employee.

5.2 Payment of Change in Control Benefit. The Change in Control Benefit, if any, shall be paid to the Participant in a lump sum payment no later than ten (10) days after the Participant’s Benefit Distribution Date.

ARTICLE 6Retirement Benefit

6.1 Retirement Benefit. A Participant who Retires shall receive, as a Retirement Benefit, his or her vested Account Balance, calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Administrator in its sole discretion.

6.2 Payment of Retirement Benefit.

(h) In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which his or her Annual Account for such Plan Year will be paid. Subject to the provisions set forth in 6.2(c), a Participant may elect to receive each Annual Account as a Retirement Benefit in the form of a lump sum or pursuant to an Annual Installment Method of five (5) or ten (10) years. If a Participant does not make any election with respect to the payment of an Annual Account, then the Participant shall be deemed to have elected to receive such Annual Account as a lump sum.

(i) A Participant may change the form of payment for an Annual Account by submitting an Election Form to the Administrator in accordance with the following criteria:

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(i) The election to modify the form of payment for such Annual Account shall have no effect until at least twelve (12) months after the date on which the election is made; and

(ii) The first payment related to such Annual Account shall be delayed at least five (5) years from the originally scheduled Benefit Distribution Date for such Annual Account, as described in Section 1.10(a).

For purposes of applying the requirements above, the right to receive an Annual Account in installment payments shall be treated as the entitlement to a single payment. The Administrator shall interpret all provisions relating to an election described in this Section 6.2 in a manner that is consistent with Code Section 409A and related Treasury guidance or Regulations.

(j) The Election Form most recently accepted by the Administrator that has become effective shall govern the payout of the applicable Annual Account; provided, however, that if the value of Participant’s vested Annual Account balance is less than $50,000 at the time of the Participant’s Benefit Distribution Date, the Participant’s vested Annual Account balance shall be distributed to the Participant in a lump sum payment notwithstanding a Participant’s election to receive an Annual Account in installment payments.

(k) The lump sum payment shall be made, or installment payments shall commence, no later than sixty (60) days after the Benefit Distribution Date. Remaining installments, if any, shall continue in accordance with the Participant’s election for each Annual Account and shall be paid no later than sixty (60) days after each anniversary of the Benefit Distribution Date.

ARTICLE 7Termination Benefit

7.1 Termination Benefit. A Participant who experiences a Termination of Employment shall receive, as a Termination Benefit, his or her vested Account Balance, calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Administrator in its sole discretion.

7.2 Payment of Termination Benefit. The Termination Benefit shall be paid to the Participant in a lump sum payment no later than thirty (30) days after the Participant’s Benefit Distribution Date.

ARTICLE 8Disability Benefit

8.1 Disability Benefit. Upon a Participant’s Disability, the Participant shall receive a Disability Benefit, which shall be equal to the Participant’s vested Account Balance,

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calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Administrator in its sole discretion.

8.2 Payment of Disability Benefit. The Disability Benefit shall be paid to the Participant in a lump sum payment no later than thirty (30) days after the Participant’s Benefit Distribution Date.

ARTICLE 9Death Benefit

9.1 Death Benefit. The Participant’s Beneficiary(ies) shall receive a Death Benefit upon the Participant’s death which will be equal to the Participant’s vested Account Balance, calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Administrator in its sole discretion.

9.2 Payment of Death Benefit. The Death Benefit shall be paid to the Participant’s Beneficiary(ies) in a lump sum payment no later than thirty (30) days after the Participant’s Benefit Distribution Date.

ARTICLE 10Beneficiary Designation

10.1 Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

10.2 Beneficiary Designation. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Administrator or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Administrator’s rules and procedures, as in effect from time to time. Upon the acceptance by the Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Administrator prior to his or her death.

10.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received by the Administrator or its designated agent.

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10.4 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate. If the Beneficiary, whether under a valid Beneficiary designation or under the preceding sentence, shall survive the Participant but die before receiving all payments hereunder, the balance of the benefits which would have been paid to the Beneficiary had he or she lived shall, unless the Participant’s designation provided otherwise, be distributed to the Beneficiary’s estate.

10.5 Doubt as to Beneficiary. If the Administrator has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Administrator shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Administrator’s satisfaction.

10.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers, the Administrator, the Administrative Committee and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall terminate upon such full payment of benefits.

ARTICLE 11Leave of Absence

11.1 Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take a paid leave of absence from the employment of the Employer, and such leave of absence does not constitute a separation from service, as determined by the Administrator in accordance with Code Section 409A and related Treasury guidance and Regulations, (i) the Participant shall continue to be considered eligible for the benefits provided in Articles 4, 5, 6, 7, 8, or 9 in accordance with the provisions of those Articles, and (ii) the Annual Deferral Amountshall continue to be withheld during such paid leave of absence in accordance with Section 3.3.

11.2 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take an unpaid leave of absence from the employment of the Employer for any reason, and such leave of absence does not constitute a separation from service, as determined by the Administrator in accordance with Code Section 409A and related Treasury guidance and Regulations, such Participant shall continue to be eligible for the benefits provided in Articles 4, 5, 6, 7, 8, or 9 in accordance with the provisions of those Articles. However, no amounts shall be withheld during the remainder of the Plan Year in which the unpaid leave of absence is taken and during any subsequent Plan Years in which his unpaid leave of absence continues. Further, during the unpaid leave of absence, the Participant shall not be allowed to make any new deferral elections. However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan

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Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Administrator for each such election in accordance with Section 3.3 above.

11.3 Leaves Resulting in Separation from Service. In the event that a Participant’s leave of absence from his or her Employer constitutes a separation from service, as determined by the Administrator in accordance with Code Section 409A and related Treasury guidance and Regulations, the Participant’s vested Account Balance shall be distributed to the Participant in accordance with Article 6 or 7 of this Plan, as applicable.

ARTICLE 12Termination of Plan, Amendment or Modification

12.1 Termination of Plan. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to Terminate the Plan. Furthermore, the Committee may terminate this Plan as to all or any Employers. In the event of a Termination of the Plan, the Phantom Investment Funds available to Participants following the Termination of the Plan shall be comparable in number and type to those Phantom Investment Funds available to Participants in the Plan Year preceding the Plan Year in which the Termination of the Plan is effective.Following a Termination of the Plan, Participant Account Balances shall remain in the Plan until the Participant becomes eligible for the benefits provided in Articles 4, 5, 6, 7, 8, or 9 in accordance with the provisions of those Articles. The Termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination. Notwithstanding the foregoing, to the extent permissible under Code Section 409A and related Treasury guidance or Regulations, during the thirty (30) days preceding or within twelve (12) months following a Change in Control, an Employer shall be permitted to (i) terminate the Plan by action of its board of directors, and (ii) distribute the vested Account Balances to Participants in a lump sum no later than twelve (12) months after the Change in Control, provided that all other substantially similar arrangements sponsored by such Employer are also terminated and all balances in such arrangements are distributed within twelve (12) months of the termination of such arrangements. The Committee may terminate the Plan and distribute vested Account Balances to Participants in a lump sum at any other time only to the extent, and in the manner, permissible under Code Section 409A and related Treasury guidance or Regulations.

12.2 Amendment.

(a) The Committee may, at any time, amend or modify the Plan in whole or in part. Notwithstanding the foregoing, (i) no amendment or modification shall be

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effective to decrease the value of a Participant’s vested Account Balance in existence at the time the amendment or modification is made, and (ii) no amendment or modification of Section 13.2 of the Plan shall be effective after a Change in Control.

(b) Notwithstanding any provision of the Plan to the contrary, in the event that the Company determines that any provision of the Plan may cause amounts deferred under the Plan to become immediately taxable to any Participant under Code Section 409A and related Treasury guidance or Regulations, the Company may (i) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the Plan benefits provided by the Plan and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Code Section 409A and related Treasury guidance or Regulations.

12.3 Plan Agreement. Despite the provisions of Sections 12.1 and 12.2 above, if a Participant’s Plan Agreement contains benefits or limitations that are not in this Plan document, the Committee may only amend or terminate such provisions as they apply to that Participant with the written consent of the Participant.

12.4 Effect of Payment. The full payment of the Participant’s vested Account Balance under Articles 4, 5, 6, 7, 8, or 9 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s Plan Agreement shall terminate.

ARTICLE 13Administration

13.1 Administrator Duties. Except as otherwise provided in this Article 13, this Plan shall be administered by the Administrator, which shall consist of the Vice President - Human Resources (or such other person or committee appointed by the Administrative Committee). Members of the Administrator may be Participants under this Plan. The Administrator shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan, and (ii) decide or resolve any and all questions, including benefit entitlement determinations, compensation subject to deferral and interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Administrator who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by a Participant or the Company. The Administrator shall not be liable for any decision or action taken in good faith in connection with the administration of this Plan. Without limiting the generality of the foregoing, any such decision or action taken by the Administrator in reliance upon any information supplied to it by an officer of

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the Company, the Company’s legal counsel, or the Company’s independent accountants in connection with the administration of this Plan shall be deemed to have been taken in good faith.

13.2 Administration Upon Change In Control. Within one hundred and twenty (120) days following a Change in Control, the individuals who comprised the Administrator immediately prior to the Change in Control (whether or not such individuals are members of the Administrator following the Change in Control) may, by written consent of the majority of such individuals, appoint an independent third party Administrator (the “Administrator”) to perform any or all of the Administrator’s duties described in Section 13.1 above, including without limitation, the power to determine any questions arising in connection with the administration or interpretation of the Plan, and the power to make benefit entitlement determinations. Upon and after the effective date of such appointment, (i) the Company must pay all reasonable Administrative expenses and fees of the Administrator, and (ii) the Administrator may only be terminated with the written consent of the majority of Participants with an Account Balance in the Plan as of the date of such proposed termination. Notwithstanding the foregoing provisions of this Section 13.2 or the definition of Change in Control set forth in Section 1.12 of the Plan to the contrary, the consummation of the “Transactions” (as defined in the Investment Agreement by and between the Company and Clayton, Dubilier and Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership, dated as of August 14, 2009 (as it may be amended from time to time)) shall not constitute a Change in Control for purposes of this Section 13.2.

13.3 Agents. In the administration of this Plan, the Administrator and the Administrative Committee may, from time to time, employ agents and delegate to them such Administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel.

13.4 Binding Effect of Decisions. The decision or action of the Committee, Administrator or Administrative Committee, as applicable, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan (including whether and when there has been a termination of an Employee’s employment) and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

13.5 Indemnity of Administrator. All Employers shall indemnify and hold harmless the members of the Administrator, the Committee, the Administrative Committee and any Employee to whom the duties of any such entities may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Administrator, the Administrative Committee, the Committee or any of their members, or any such Employee.

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13.6 Employer Information. To enable the Committee, Administrative Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee, Administrative Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust, if any, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee, Administrative Committee or Administrator may reasonably require.

ARTICLE 14Other Benefits and Agreements

14.1 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 15Claims Procedures

15.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Administrative Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

15.2 Notification of Decision. The Administrative Committee shall consider a Claimant’s claim within a reasonable time, but no later than ninety (90) days after receiving the claim. If the Administrative Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial ninety (90) day period. In no event shall such extension exceed a period of ninety (90) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrative Committee expects to render the benefit determination. The Administrative Committee shall notify the Claimant in writing:

(a) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

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(b) that the Administrative Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

(iv) an explanation of the claim review procedure set forth in Section 15.3 below; and

(v) a statement of the Claimant’s right, following an adverse benefit determination on review, to bring a civil action under ERISA Section 502(a) if the claim is denied on appeal..

15.3 Review of a Denied Claim. On or before sixty (60) days after receiving a notice from the Administrative Committee that a claim has been denied, in whole or in part or within 60 days after the date on which such denial is considered to have occurred), a Claimant (or the Claimant’s duly authorized representative) may file with the Administrative Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):

(a) may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claim for benefits;

(b) may submit written comments or other documents; and/or

(c) may request a hearing, which the Administrative Committee, in its sole discretion, may grant.

15.4 Decision on Review. The Administrative Committee shall render its decision on review promptly, and no later than sixty (60) days after the Administrative Committee receives the Claimant’s written request for a review of the denial of the claim. If the Administrative Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrative Committee expects to render the benefit determination. In rendering its decision, the Administrative Committee shall take into

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account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the decision was based;

(c) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and

(d) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

15.5 Legal Action. Benefits under this Plan will only be paid if the Administrative Committee decides, in its discretion, that a person is entitled to them. Moreover, no action at law or in equity shall be brought to recover benefits under this Plan prior to the date the claimant has exhausted the Administrative process of appeal available under the Plan.

ARTICLE 16Trust

16.1 Establishment of the Trust. In order to provide assets from which to fulfill its obligations to the Participants and their Beneficiaries under the Plan, the Company may establish a trust by a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit payments under the Plan, (the “Trust”).

16.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.

16.3 Distributions From the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

16.4 Common Stock for the Company Stock Fund. If a Trust is established, the Company may contribute shares of its Treasury Stock to such Trust in order to make distributions from the Company Stock Fund pursuant to Section 4.5 of the Plan.

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ARTICLE 17Miscellaneous

17.1 Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (i) to the extent possible in a manner consistent with the intent described in the preceding sentence, and (ii) in accordance with Code Section 409A and related Treasury guidance and Regulations.

17.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.The benefits provided under this Plan shall be a general, unsecured obligation of the Employer payable solely from the general assets of the Employer, and neither the Participant nor the Participant’s Beneficiary or estate shall have any interest in any assets of the Employer by virtue of this Plan.

17.3 Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement.

17.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law or court order in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise. Any attempt at such an assignment, allocation, seizure, attachment, garnishment sequestration, transfer or encumbrance shall vest no right in the person or entity to whom the right or property is purportedly assigned, allocated or transferred (or for whose benefit the right or property is purportedly encumbered). These prohibitions apply to any creditor, spouse, former spouse, heir, estate or Beneficiary of a Participant.

17.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment

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relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, either as an Employee or a Director, or to interfere with the right of any Employer to discipline or discharge the Participant at any time.

17.6 Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Administrator, Administrative Committee and Committee by furnishing any and all information requested by the Administrator, Administrative Committee and/or Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Administrator, Administrative Committee and/or Committee may deem necessary.

17.7 Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

17.8 Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

17.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Texas without regard to its conflicts of laws principles.

17.10 Notice. Any notice or filing required or permitted to be given to the Administrator or Administrative Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

NCI Building Systems, Inc.

Attn: Administrator

c/o Vice President of Human Resources

10943 North Sam Houston Parkway West

Houston, Texas 77064

NCI Building Systems, Inc.

Attn: Administrative Committee

10943 North Sam Houston Parkway West

Houston, Texas 77064

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Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

17.11 Successors. The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

17.12 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

17.13 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

17.14 Incompetent. If the Administrator and/or the Administrative Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Administrator and/or Administrative Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Administrator and/or Administrative Committee, as applicable, may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

17.15 Court Order. The Administrator and the Administrative Committee are authorized to comply with any court order in any action in which the Plan or the Administrator or the Administrative Committee has been named as a party, including any action involving a determination of the rights or interests in a Participant’s benefits under the Plan. Notwithstanding the foregoing, the Administrator and the Administrative Committee shall interpret this provision in a manner that is consistent with Code Section 409A and other applicable tax law.

17.16 Distribution in the Event of Income Inclusion Under 409A. If any portion of a Participant’s Account Balance under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to meet the requirement of Code Section 409A and related Treasury guidance or Regulations, the Participant may petition the Administrative Committee for a distribution of that portion of his or her Account

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Balance that is required to be included in his or her income. Upon the grant of such a petition,which grant shall not be unreasonably withheld, the Participant’s Employer shall distribute to the Participant immediately available funds in an amount equal to the portion of his or her Account Balance required to be included in income as a result of the failure of the Plan to meet the requirements of Code Section 409A and related Treasury guidance or Regulations, which amount shall not exceed the Participant’s unpaid vested Account Balance under the Plan. If the petition is granted, such distribution shall be made within ninety (90) days of the date when the Participant’s petition is granted. Such a distribution shall affect and reduce the Participant’s benefits to be paid under this Plan.

17.17 Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates that the Employer’s deduction with respect to any distribution from this Plan would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution from this Plan is deductible, the Employer may delay payment of any amount that would otherwise be distributed from this Plan. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with additional amounts in accordance with Section 3.9 above. The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

17.18 Insurance. The Employers, on their own behalf or on behalf of the Trustee of the Trust, if any, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust, if any, may choose. The Employers or the trustee of the Trust, if any, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance.

17.19 Limitation of Rights. Nothing in this Plan shall be construed to:

(a) Give any Employee of an Employer any right to be designated a Participant in the Plan other than in the sole discretion of the Committee;

(b) Limit in any way the right of the Employer to terminate a Participant’s employment at any time; or

(c) Be evidence of any agreement or understanding, express or implied, that the Company or any other Employer will employ a Participant in any particular position or at any particular rate of remuneration.

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IN WITNESS WHEREOF, the Company has signed this Plan document as of ___________________, 2016.

NCI BUILDING SYSTEMS, INC.

By: __________________________________

Title: _________________________________

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APPENDIX A

LIMITED TRANSITION RELIEF MADE AVAILABLE IN ACCORDANCE WITH CODE SECTION 409A AND RELATED TREASURY GUIDANCE AND REGULATIONS

Unless otherwise provided below, the capitalized terms below shall have the same meaning as provided in the Plan.

1. Opportunity to Make New Distribution Elections. Notwithstanding the required deadline for the submission of an initial distribution election described in the Plan, the Administrative Committee may, as permitted by Code Section 409A and related Treasury guidance or Regulations, provide a limited period in which existing Participants must make new elections regarding the timing and/or form of payment of Plan benefits, by submitting an Election Form on or before the deadline established by the Administrative Committee, which in no event shall be later than December 31, 2007. Any change to the timing of form of payment of a Participant’s benefit that is made in accordance with the requirements established by the Administrative Committee pursuant to this section, shall not be treated as a change in the form or timing of a Participant’s benefit payment for purposes of Code Section 409A or the Plan.

The Administrator shall interpret all provisions relating to an election submitted in accordance with this section in a manner that is consistent with Code Section 409A and related Treasury guidance or Regulations.

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(b)/15d-14(a)

I, Norman C. Chambers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of NCI Building Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 9, 2016

/s/ Norman C. Chambers

Norman C. Chambers

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(b)/15d-14(a)

I, Mark E. Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of NCI Building Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 9, 2016

/s/ Mark E. Johnson

Mark E. Johnson

Executive Vice President,

Chief Financial Officer and Treasurer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the quarterly report of NCI Building Systems, Inc. (the “Company”) for the quarter ended January 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Norman C. Chambers, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this Report of the Company;

2. This Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

3. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 9, 2016

/s/ Norman C. Chambers

Norman C. Chambers

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to NCI Building Systems, Inc. and will be retained by NCI Building Systems, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification shall not be deemed to be “filed” or part of the Report or incorporated by reference into any of the registrant’s filings with the Securities and Exchange Commission by implication or by any reference in any such filing to the Report.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the quarterly report of NCI Building Systems, Inc. (the “Company”) for the quarter ended January 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Johnson, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this Report of the Company;

2. This Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

3. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 9, 2016

/s/ Mark E. Johnson

Mark E. Johnson

Executive Vice President,

Chief Financial Officer and Treasurer

(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to NCI Building Systems, Inc. and will be retained by NCI Building Systems, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification shall not be deemed to be “filed” or part of the Report or incorporated by reference into any of the registrant’s filings with the Securities and Exchange Commission by implication or by any reference in any such filing to the Report.

XML

Document And Entity Information - shares	3 Months Ended
	Jan. 31, 2016	Mar. 03, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	NCI BUILDING SYSTEMS INC
Entity Central Index Key	0000883902
Trading Symbol	NCS
Current Fiscal Year End Date	--10-30
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jan. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus (Q1,Q2,Q3,FY)	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		72,882,822

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jan. 31, 2016	Nov. 01, 2015
Current assets:
Cash and cash equivalents	$ 73,849	$ 99,662
Restricted cash	775	682
Accounts receivable, net	141,664	166,800
Inventories, net	150,563	157,828
Deferred income taxes	27,176	27,390
Prepaid expenses and other	29,996	31,834
Investments in debt and equity securities, at market	5,454	5,890
Assets held for sale	3,982	6,261
Total current assets	433,459	496,347
Property, plant and equipment, net	260,203	257,892
Goodwill	158,106	158,026
Intangible assets, net	153,991	156,395
Other assets	11,083	11,069
Total assets	1,016,842	1,079,729
Current liabilities:
Note payable	0	513
Accounts payable	110,298	145,917
Accrued compensation and benefits	56,007	62,200
Accrued interest	1,359	6,389
Accrued income taxes	231	9,296
Other accrued expenses	94,966	97,309
Total current liabilities	262,861	321,624
Long-term debt, net	434,147	444,147
Deferred income taxes	23,647	20,807
Other long-term liabilities	20,966	21,175
Total long-term liabilities	478,760	486,129
Stockholders’ equity:
Common stock, $.01 par value, 100,000,000 shares authorized; 73,852,954 and 74,529,750 shares issued at January 31, 2016 and November 1, 2015, respectively; 73,563,493 and 74,082,324 shares outstanding at January 31, 2016 and November 1, 2015, respectively	737	745
Additional paid-in capital	633,220	640,767
Accumulated deficit	(347,841)	(353,733)
Accumulated other comprehensive loss, net	(8,621)	(8,280)
Treasury stock, at cost (289,461 and 447,426 shares at January 31, 2016 and November 1, 2015, respectively)	(2,274)	(7,523)
Total stockholders’ equity	275,221	271,976
Total liabilities and stockholders’ equity	$ 1,016,842	$ 1,079,729

XML

CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares	Jan. 31, 2016	Nov. 01, 2015
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	73,852,954	74,529,750
Common stock, shares outstanding	73,563,493	74,082,324
Treasury stock, shares	289,461	447,426

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
Income Statement [Abstract]
Sales	$ 370,014	$ 322,926
Cost of sales	281,023	250,787
Asset recovery	(725)	0
Gross profit	89,716	72,139
Engineering, selling, general and administrative expenses	69,850	62,869
Intangible asset amortization	2,416	1,493
Strategic development and acquisition related costs	681	1,729
Restructuring and impairment charges	1,510	1,477
Income from operations	15,259	4,571
Interest income	22	7
Interest expense	(7,869)	(3,987)
Foreign exchange loss	(742)	(1,401)
Gain from bargain purchase	1,864	0
Other expense, net	(189)	0
Income (loss) before income taxes	8,345	(810)
Provision (benefit) from income taxes	2,453	(490)
Net income (loss)	5,892	(320)
Net income allocated to participating securities	(57)	0
Net income (loss) applicable to common shares	$ 5,835	$ (320)
Income (loss) per common share:
Basic (in USD per share)	$ 0.08	$ 0.00
Diluted (in USD per share)	$ 0.08	$ 0.00
Weighted average number of common shares outstanding:
Basic (in shares)	73,261	73,070
Diluted (in shares)	73,771	73,070

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands		3 Months Ended
		Jan. 31, 2016	Feb. 01, 2015
Comprehensive income (loss):
Net income (loss)		$ 5,892	$ (320)
Other comprehensive income (loss), net of tax:
Foreign exchange translation losses and other, net of taxes(1)	[1]	(341)	(264)
Other comprehensive income (loss)		(341)	(264)
Comprehensive income (loss)		$ 5,551	$ (584)

[1] Foreign exchange translation losses and other are presented net of taxes of $0 in both the three months ended January 31, 2016 and February 1, 2015.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Parenthetical] - USD ($)	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
Statement of Comprehensive Income [Abstract]
Foreign exchange translation losses and other	$ 0	$ 0

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 3 months ended Jan. 31, 2016 - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]
Balance (in shares) at Nov. 01, 2015		74,529,750				447,426
Balance at Nov. 01, 2015	$ 271,976	$ 745	$ 640,767	$ (353,733)	$ (8,280)	$ (7,523)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury stock purchases	(4,627)	$ 0	0			$ (4,627)
Treasury stock purchases (in shares)						(448,562)
Retirement of treasury (in shares)		768,160				768,160
Retirement of treasury shares	0	$ (8)	(9,868)			$ 9,876
Issuance of restricted stock (in shares)		91,364				(161,633)
Issuance of restricted stock	0	$ 0	0
Excess tax benefits (shortfalls) from share-based compensation arrangements	(261)		(261)
Foreign exchange translation loss and other, net of taxes	(341)				(341)
Share-based compensation	2,582		2,582
Net income	5,892
Balance (in shares) at Jan. 31, 2016		73,852,954				289,461
Balance at Jan. 31, 2016	$ 275,221	$ 737	$ 633,220	$ (347,841)	$ (8,621)	$ (2,274)

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
Cash flows from operating activities:
Net income (loss)	$ 5,892	$ (320)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	10,747	9,731
Deferred financing cost amortization	477	113
Share-based compensation expense	2,582	2,933
Gain from bargain purchase	(1,864)	0
Asset recovery	(725)	0
(Recovery of) provision for doubtful accounts	1,467	(149)
Provision for deferred income taxes	1,992	5,602
Excess tax benefits (shortfalls) from share-based compensation arrangements	261	(394)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	23,669	28,395
Inventories	7,469	(6,021)
Income tax receivable	0	(1,374)
Prepaid expenses and other	1,899	(264)
Accounts payable	(35,619)	(17,949)
Accrued expenses	(22,100)	(22,521)
Other, net	(347)	7
Net cash used in operating activities	(4,200)	(2,211)
Cash flows from investing activities:
Acquisitions, net of cash acquired	(3,071)	(247,123)
Capital expenditures	(5,772)	(5,002)
Proceeds from sale of property, plant and equipment	3,066	0
Net cash used in investing activities	(5,777)	(252,125)
Cash flows from financing activities:
Deposit of restricted cash	(93)	0
Proceeds from stock options exercised	0	353
Issuance of debt	0	250,000
Payments on term loan	(10,000)	(596)
Payments on note payable	(514)	(417)
Payment of financing costs	0	(9,218)
Excess tax benefits (shortfalls) from share-based compensation arrangements	(261)	394
Purchases of treasury stock	(4,627)	(1,517)
Net cash provided by (used in) financing activities	(15,495)	238,999
Effect of exchange rate changes on cash and cash equivalents	(341)	(598)
Net decrease in cash and cash equivalents	(25,813)	(15,935)
Cash and cash equivalents at beginning of period	99,662	66,651
Cash and cash equivalents at end of period	$ 73,849	$ 50,716

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GENERAL INFORMATION

3 Months Ended

Jan. 31, 2016

Accounting Policies [Abstract]

GENERAL INFORMATION

GENERAL INFORMATION

Basis of Presentation

The accompanying unaudited consolidated financial statements for NCI Building Systems, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “NCI,” “we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements included herein contain all adjustments, which consist of normal recurring adjustments, necessary to fairly present our financial position, results of operations and cash flows for the periods indicated. Operating results for the fiscal three month period ended January 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending October 30, 2016. Our sales and earnings are subject to both seasonal and cyclical trends and are influenced by general economic conditions, interest rates, the price of steel relative to other building materials, the level of nonresidential construction activity, roof repair and retrofit demand and the availability and cost of financing for construction projects.

For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended November 1, 2015 filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2015.

Reporting Periods

We use a four-four-five week calendar each quarter with our fiscal year end being on the Sunday closest to October 31. The year end for fiscal 2016 is October 30, 2016.

Stock Ownership

On August 14, 2009, the Company entered into an Investment Agreement (as amended, the “Investment Agreement”), by and between the Company and Clayton, Dubilier & Rice Fund VIII, L.P. (“CD&R Fund VIII”). In connection with the Investment Agreement, the CD&R Fund VIII and the Clayton, Dubilier & Rice Friends & Family Fund VIII, L.P. (collectively, the “CD&R Funds”) purchased convertible preferred stock, which was later converted to shares of our common stock on May 14, 2013. As of January 31, 2016, the CD&R Funds beneficially owned a total of 58.8% of the outstanding shares of our common stock. See “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended November 1, 2015, as filed with the SEC, for a description of the rights held by the CD&R Funds under the terms and conditions of the Investment Agreement.

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ACQUISITIONS

3 Months Ended

Jan. 31, 2016

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

Fiscal 2016 acquisition

On November 3, 2015, we acquired manufacturing operations in Hamilton, Ontario, Canada for cash consideration of $2.2 million, net of post-closing working capital adjustments. This business allows us to service customers more competitively within the Canadian and Northeastern United States insulated metal panel (“IMP”) markets. Because the business was acquired from a seller in connection with a divestment required by a regulatory authority, the fair value of net assets acquired exceeded the purchase consideration by $1.9 million, which was recorded as a gain from bargain purchase in the consolidated statements of operations during the first quarter of fiscal 2016.

The fair values of the assets acquired and liabilities assumed as part of this acquisition as of November 3, 2015, as determined in accordance with ASC Topic 805, are as follows (in thousands):

	November 3, 2015
Current assets	$	307
Property, plant and equipment	4,810
Assets acquired	$	5,117
Current liabilities assumed	380
Fair value of net assets acquired	$	4,737
Total cash consideration transferred	2,201
Deferred tax liabilities	672
Gain from bargain purchase	$	(1,864	)

The results of operations for this business are included in our metal components segment. Pro forma financial information and other disclosures for this acquisition have not been presented as it was not material to the Company’s financial position or reported results.

Fiscal 2015 acquisition

On January 16, 2015, NCI Group, Inc., a wholly-owned subsidiary of the Company, and Steelbuilding.com, LLC, a wholly owned subsidiary of NCI Group, Inc., completed the acquisition of CENTRIA (the “CENTRIA Acquisition”), a Pennsylvania general partnership (“CENTRIA”), pursuant to the terms of the Interest Purchase Agreement, dated November 7, 2014 (“Interest Purchase Agreement”) with SMST Management Corp., a Pennsylvania corporation, Riverfront Capital Fund, a Pennsylvania limited partnership, and CENTRIA. NCI acquired all of the general partnership interests of CENTRIA in exchange for $255.8 million in cash, including cash acquired of $8.7 million. The purchase price was subject to a post-closing adjustment to net working capital as provided in the Interest Purchase Agreement, which we settled during the first quarter of fiscal 2016 for additional cash consideration of approximately $2.1 million payable to the seller, which approximated the amount we previously accrued. The purchase price was funded through the issuance of $250.0 million of new indebtedness. See Note 12 — Long-Term Debt and Note Payable. CENTRIA is now an indirect, wholly-owned subsidiary of NCI.

Accordingly, the results of CENTRIA’s operations from January 16, 2015 are included in our consolidated financial statements. For the three months ended January 31, 2016 and the period from January 16, 2015 to February 1, 2015, CENTRIA contributed revenue of $53.9 million and $8.5 million and operating income (loss) of $1.4 million and $(0.8) million, respectively. CENTRIA is a leader in the design, engineering and manufacturing of architectural IMP wall and roof systems and a provider of integrated coil coating services for the nonresidential construction industry. CENTRIA operates four production facilities in the United States and a manufacturing facility in China.

We report on a fiscal year that ends on the Sunday closest to October 31. CENTRIA previously reported on a calendar year that ended December 31. In accordance with ASC Topic 805, the unaudited pro forma financial information presented below for the three month periods ended January 31, 2016 and February 1, 2015 assumes the acquisition was completed on November 2, 2014, the first day of fiscal year 2015.

This unaudited pro forma financial information does not necessarily represent what would have occurred if the transaction had taken place on the dates presented and should not be taken as representative of our future consolidated results of operations. The unaudited pro forma financial information includes adjustments for interest expense to match the new capital structure and amortization expense for identified intangibles. In addition, acquisition related costs and $16.1 million of transaction costs incurred by the seller are excluded from the unaudited pro forma financial information. The pro forma information does not reflect any expected synergies or expense reductions that may result from the acquisition.

The following table shows our unaudited pro forma financial information for the three month periods ended January 31, 2016 and February 1, 2015 (in thousands, except per share amounts): 

	Unaudited Pro Forma
	Fiscal Three Months Ended
	January 31, 2016		February 1, 2015
Sales	$	370,014	$	367,029
Net income (loss) applicable to common shares	5,835		(12,062		)
Income (loss) per common share:
Basic	$	0.08	$	(0.17	)
Diluted	$	0.08	$	(0.17	)

The following table summarizes the fair values of the assets acquired and liabilities assumed as part of the CENTRIA Acquisition as of January 16, 2015 as determined in accordance with ASC Topic 805. The fair value of all assets acquired and liabilities assumed were finalized during the first quarter of fiscal 2016, including certain contingent assets and liabilities and the post-closing working capital adjustment, which did not result in any material adjustments during the first quarter of fiscal 2016. As we continue to integrate CENTRIA into our existing operations, we may identify integration charges that would be required to be recognized.

(In thousands)	January 16, 2015
Cash	$	8,718
Current assets, excluding cash	74,725
Property, plant and equipment	34,127
Intangible assets	128,280
Assets acquired	245,850
Current liabilities	61,869
Other long-term liabilities	8,893
Liabilities assumed	70,762
Fair value of net assets acquired	175,088
Total cash consideration transferred and payable	257,927
Goodwill	$	82,839

The amount allocated to intangible assets was attributed to the following categories (in thousands): 

			Useful Lives
Backlog	$	8,400	9 months
Trade names	13,980		15 years
Customer lists and relationships	105,900		20 years
	$	128,280

These intangible assets are amortized on a straight-line basis, which is presented in intangible asset amortization on our consolidated statements of operations. The backlog intangible asset was fully amortized during fiscal 2015. We also recorded a step-up in inventory fair value of approximately $2.4 million in fiscal 2015, which was recognized as an expense in fair value adjustment of acquired inventory on our consolidated statements of operations upon the sale of the related inventory.

The excess of the purchase price over the fair values of assets acquired and liabilities assumed was allocated to goodwill. The intention of this transaction was to strengthen our position as a fully integrated supplier to the nonresidential building products industry, by enhancing our existing portfolio of cold storage and commercial and industrial solutions, expanding our capabilities into high-end insulated metal panels and contributing specialty continuous metal coil coating capabilities. We believe the transaction will result in revenue synergies to our existing businesses, as well as improvements in supply chain efficiency, including alignment of purchase terms and pricing optimization. We include the results of the CENTRIA Acquisition in the metal components segment. Goodwill of $73.6 million and $9.1 million was recorded in our metal components segment and engineered building systems segment, respectively, based on expected synergies pertaining to these segments from the acquisition. Additionally, because CENTRIA was treated as a partnership for tax purposes, the tax basis of the acquired assets and liabilities has been adjusted to their fair value and goodwill will be deductible for tax purposes.

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ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Jan. 31, 2016

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

ACCOUNTING PRONOUNCMENTS

ACCOUNTING PRONOUNCEMENTS

Adopted Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirement for reporting discontinued operations. A disposal of a component of an entity or a group of components of an entity will be required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity’s operations and financial results when the entity or group of components of an entity meets the criteria to be classified as held for sale or when it is disposed of by sale or other than by sale. The update also requires additional disclosures about discontinued operations, a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements, and an entity’s significant continuing involvement with a discontinued operation. We adopted ASU 2014-08 prospectively in our first quarter in fiscal 2016. The adoption of ASU 2014-08 did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for our first quarter in fiscal 2018 under either full or modified retrospective adoption. Early application is not permitted. On July 9, 2015, the FASB deferred the effective date by one year. Entities can still adopt the amendments as of the original effective date. ASU 2014-09 is effective for our fiscal year ending November 3, 2019, including interim periods within that fiscal year. We are currently assessing the potential effects of these changes to our consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in FASB Accounting Standards Codification 718, Compensation — Stock Compensation, as it relates to such awards. ASU 2014-12 is effective for our first quarter in fiscal 2017, with early adoption permitted. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items. The guidance is effective for our fiscal year ending October 29, 2017. A reporting entity may apply the amendments prospectively. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as a separate asset. In circumstances where the costs are incurred before the debt liability is recorded, the costs will be reported on the balance sheet as an asset until the debt liability is recorded. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and is effective for our fiscal year ending October 29, 2017. Early adoption is permitted for financial statements that have not been previously issued. In August 2015, FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting), to provide further clarification to ASU 2015-03 as it relates to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. Upon adoption of this guidance, we expect to reclassify approximately $8 million in deferred financing costs as a reduction of the carrying amount of the debt liability.

In April 2015, the FASB issued ASU 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the guidance specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. ASU 2015-05 further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. The guidance is effective for our fiscal year ending October 29, 2017. We are currently assessing the impact of this guidance on our consolidated financial statements.

In July 2015, the FASB issues ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires that inventory that has historically been measured using first-in, first-out (FIFO) or average cost method should now be measured at the lower of cost and net realizable value. The update requires prospective application and is effective for our fiscal year ending October 28, 2018. Early adoption is permitted for financial statements that have not been previously issued. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires all deferred tax assets and liabilities to be presented on the balance sheet as noncurrent. ASU 2015-17 is effective for our fiscal year ending October 28, 2018. Early adoption is permitted. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated financial position on a retrospective basis.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to record most leases on the balance sheet and modifies the classification criteria and accounting for sales-type leases and direct financing leases for lessors. ASU 2016-02 is effective for our fiscal year ending November 1, 2020, including interim periods within that fiscal year. The guidance requires entities to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Early adoption is permitted. We are evaluating the impact that the adoption of this guidance will have on our consolidated financial statements.

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RESTRUCTURING AND ASSET IMPAIRMENTS

3 Months Ended

Jan. 31, 2016

Restructuring and Related Activities [Abstract]

RESTRUCTURING AND ASSET IMPAIRMENTS

RESTRUCTURING AND ASSET IMPAIRMENTS

As part of the plans developed in the fourth quarter of fiscal 2015 to improve cost efficiency and optimize our combined manufacturing footprint, given the Company's recent acquisitions and restructuring efforts, we incurred severance related costs of $0.5 million and $0.3 million in the engineered building systems segment and metal components segment, respectively, during the first quarter of fiscal 2016 to further streamline our management and our engineering and drafting activities.

During the first quarter of fiscal 2015, we approved a plan to consolidate our three engineered buildings systems manufacturing facilities in Tennessee, closing the Caryville facility. We incurred severance and facility costs at the Caryville facility of approximately $1.6 million during the first three months of fiscal 2015. We completed the closing of the Caryville facility during March 2015. In addition, during the first three months of fiscal 2015, we incurred severance related costs of $1.5 million, $0.2 million and $0.2 million in the metal components segment, engineered building systems segment and metal coil coating segment, respectively, primarily in an effort to streamline our management and manufacturing structure to better serve our customers.

The following table summarizes our restructuring plan costs and charges related to the restructuring plan during the fiscal three months ended January 31, 2016 (in thousands): 

	Fiscal Three Months Ended
	January 31, 2016		Cost Incurred To Date (since inception)		Remaining Anticipated Cost		Total Anticipated Cost
General severance	$	880	$	4,767	$	602	$	5,369
Plant closing severance	—		1,575		*		*
Asset impairments	—		5,844		*		*
Other restructuring costs	630		630		*		*
Total restructuring costs	$	1,510	$	12,816	*		*

* We expect to fully execute our plans in phases over the next 9 months to 36 months and estimate that we will incur future additional restructuring charges associated with these plans. We are unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the plans.

The following table summarizes our restructuring liability and cash payments made related to the restructuring plan (in thousands) from inception through January 31, 2016: 

	General Severance			Plant Closing Severance			Total
Balance at November 2, 2014	$	—		$	—		$	—
Costs incurred	3,887			1,575			5,462
Cash payments	(2,941		)	(1,575		)	(4,516		)
Accrued severance(1)	739			—			739
Balance at November 1, 2015	$	1,685		$	—		$	1,685
Costs incurred(1)	654			—			654
Cash payments	(1,337		)	—			(1,337		)
Balance at January 31, 2016	$	1,002		$	—		$	1,002

(1) During the second and fourth quarters of fiscal 2015, we entered into transition and separation agreements with certain executive officers. Each terminated executive officer is entitled to severance benefit payments issuable in two installments. The termination benefits were measured initially at the separation date based on the fair value of the liability as of the termination date and are being recognized ratably over the future service period. Costs incurred during the three months ended January 31, 2016 exclude $0.2 million in amortization expense associated with these termination benefits. Remaining severance costs associated with the executive officers of $0.3 million and $0.1 million will be incurred in the metal components segment and engineered building systems segment, respectively.

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RESTRICTED CASH

3 Months Ended

Jan. 31, 2016

Cash and Cash Equivalents [Abstract]

RESTRICTED CASH

RESTRICTED CASH

We have entered into a cash collateral agreement with PNC Bank to backstop existing CENTRIA letters of credit until they expire. The restricted cash is held in a bank account with PNC Bank as the secured party. As of January 31, 2016, we had restricted cash in the amount of approximately $0.8 million as collateral related to our letters of credit for international projects with CENTRIA, exclusive of letters of credit under our Amended ABL Facility. See Note 12 — Long-Term Debt and Note Payable for more information on the material terms of our Amended ABL Facility. Restricted cash as of January 31, 2016 is classified as current as the underlying letters of credit expire within one year of the respective balance sheet date. Any renewal or replacement of the CENTRIA letters of credit is expected to occur under our Amended ABL Facility.

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INVENTORIES

3 Months Ended

Jan. 31, 2016

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

The components of inventory are as follows (in thousands): 

	January 31, 2016		November 1, 2015
Raw materials	$	104,521	$	109,455
Work in process and finished goods	46,042		48,373
	$	150,563	$	157,828

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ASSETS HELD FOR SALE

3 Months Ended

Jan. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

ASSETS HELD FOR SALE

ASSETS HELD FOR SALE

We record assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable sale price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made.

In determining the fair value of the assets less cost to sell, we considered factors including current sales prices for comparable assets in the area, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less cost to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less cost to sell. The carrying value of assets held for sale (representing idled facilities) is $4.0 million and $6.3 million at January 31, 2016 and November 1, 2015, respectively, and these amounts are included in the engineered building systems segment. All of these assets continue to be actively marketed for sale at January 31, 2016.

During the three months ended January 31, 2016, we completed the sale of an idle facility in Lockeford, California, along with related equipment, which had previously been classified in assets held for sale. In connection with the disposal of these assets, we received net cash proceeds of $3.1 million, and recognized a net gain of $0.7 million, which is included in asset recovery in the consolidated statements of operations.

Due to uncertainties in the estimation process, it is reasonably possible that actual results could differ from the estimates used in our historical analysis. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We calculated the estimated fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in impairments if market conditions deteriorate.

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SHARE-BASED COMPENSATION

3 Months Ended

Jan. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

Restricted Stock and Performance Awards

Our 2003 Long-Term Stock Incentive Plan (“Incentive Plan”) is an equity-based compensation plan that allows us to grant a variety of types of awards, including stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units (“PSUs”), phantom stock awards, long-term incentive awards with performance conditions (“Performance Share Awards”) and cash awards. As of January 31, 2016, and for all periods presented, our share-based awards under this plan have consisted of restricted stock grants, PSUs and stock option grants, none of which can be settled through cash payments, and Performance Share Awards. Both our stock options and restricted stock awards are subject only to vesting requirements based on continued employment at the end of a specified time period and typically vest in annual increments over one to four years or earlier upon death, disability or a change of control. However, our annual restricted stock awards issued prior to December 15, 2013 also vest upon attainment of age 65 and, only in the case of certain special one-time restricted stock awards, a portion vest on termination without cause or for good reason, as defined by the agreements governing such awards. Restricted stock awards issued after December 15, 2013 do not vest upon attainment of age 65, as provided by the agreements governing such awards. The vesting of our Performance Share Awards is described below.

In December 2015, we granted long-term incentive awards, with a three-year performance period, to our senior executives (“2015 Executive Awards”). 40% of the value of the long-term incentive awards consists of time-based restricted stock units and 60% of the value of the award consists of PSUs. The restricted stock units are time-vesting based on continued employment, with one-third of the restricted stock units vesting on each of the first, second and third anniversaries of the grant date. The PSUs vest based on the achievement of performance goals and continued employment at the end of the three-year performance period. The PSU performance goals are based on three metrics: (1) cumulative free cash flow (weighted 40%); (2) cumulative earnings per share (weighted 40%); and (3) total shareholder return (weighted 20%), in each case during the performance period. The number of shares that may be received upon the vesting of the PSUs will depend upon the satisfaction of the performance goals, up to a maximum of 200% of the target number of the PSUs. The PSUs vest pro rata if an executive’s employment terminates prior to the end of the performance period due to death, disability, or termination by NCI without cause or by the executive for good reason. If an executive’s employment terminates for any other reason prior to the end of the performance period, all outstanding unvested PSUs, whether earned or unearned, will be forfeited and cancelled. If a change in control of NCI occurs prior to the end of the performance period, the PSU payout will be calculated and paid assuming that the maximum benefit had been achieved. If an executive’s employment terminates due to death or disability while any of the restricted stock units are unvested, then all of the executive's unvested restricted stock units will become vested. If an executive’s employment is terminated for any other reason, the executive's unvested restricted stock units will be forfeited. If a change in control of NCI occurs prior to the end of the performance period, the restricted stock units fully vest.

The fair value of the 2015 Executive Awards is based on the Company’s stock price as of the grant date. A portion of the compensation cost of the 2015 Executive Awards is based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. During the three months ended January 31, 2016 and February 1, 2015, we granted PSUs with a fair value of approximately $5.2 million and $3.9 million, respectively.

The fair value of restricted stock units classified as equity awards is based on the Company’s stock price as of the date of grant. During the three months ended January 31, 2016 and February 1, 2015, we granted time-based restricted stock units with a fair value of $3.9 million, representing 304,064 shares, and $4.1 million, representing 237,177 shares, respectively.

Also, in December 2015, we granted Performance Cash and Share Awards to certain key employees that will be paid 50% in cash and 50% in stock (“2015 Key Employee Awards”). The amount of cash and number of shares that may be received upon the vesting of these awards will be based on the achievement of free cash flow and earnings per share targets over a three-year performance period. The 2015 Key Employee Awards vest three years from the grant date and will be earned based on the performance against the pre-established targets for the requisite service period. A key employee's awards also vest in full upon death, disability or a change of control, and a pro-rated portion of the key employee's awards may vest on termination without cause or after reaching normal retirement age prior to the vesting date, as defined by the agreements governing such awards. The fair value of the 2015 Key Employee Awards is based on the Company’s stock price as of the grant date. Compensation cost is recorded based on the probable outcome of the performance conditions associated with the shares, as determined by management. During the three months ended January 31, 2016 and February 1, 2015, we granted awards to key employees with equity fair values of $2.4 million and $1.5 million and cash values of $2.1 million and $1.7 million, respectively.

During the three month periods ended January 31, 2016 and February 1, 2015, we also granted 28,535 and 10,543 stock options, respectively. The grant date fair value of options granted during the three month periods ended January 31, 2016 and February 1, 2015 was $5.38 and $7.91, respectively.

During the three month periods ended January 31, 2016 and February 1, 2015, we recorded share-based compensation expense for all awards of $2.6 million and $2.9 million, respectively.

Deferred Compensation

The Company's amended Deferred Compensation Plan allowed for the deferral of vested 2012 PSU awards. The Company currently holds 144,857 shares in treasury shares, relating to deferred, vested 2012 PSU awards, until participants are eligible to receive benefits under the terms of the plan. In accordance with the terms of the plan, the deferred compensation obligation related to the Company’s stock may only be settled by the delivery of a fixed number of shares held on the participant’s behalf.

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EARNINGS (LOSS) PER COMMON SHARE

3 Months Ended

Jan. 31, 2016

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER COMMON SHARE

EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share is computed by dividing net income (loss) allocated to common shares by the weighted average number of common shares outstanding. Diluted earnings per common share, if applicable, considers the dilutive effect of common stock equivalents. The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings (loss) per common share is as follows (in thousands, except per share data): 

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Numerator for Basic and Diluted Income (Loss) Per Common Share
Net income (loss)	$	5,892		$	(320	)
Less: Net income applicable to participating securities	(57		)	—
Net income (loss) applicable to common shares	$	5,835		$	(320	)
Denominator for Basic and Diluted Income (Loss) Per Common Share
Weighted average basic number of common shares outstanding	73,261			73,070
Common stock equivalents:
Employee stock options	508			—
Restricted stock units	2			—
Weighted average diluted number of common shares outstanding	73,771			73,070
Basic income (loss) per common share	$	0.08		$	(0.00	)
Diluted income (loss) per common share	$	0.08		$	(0.00	)

We calculate earnings (loss) per share using the “two-class” method, whereby unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, are treated as a separate class in computing earnings (loss) per share. For the three month period ended January 31, 2016, undistributed earnings attributable to participating securities were $0.1 million. There was no amount attributable to participating securities for the three month period ended February 1, 2015, as the participating securities do not contractually share in net losses.

For the three month period ended January 31, 2016, all PSUs and Performance Share Awards that are contingent upon the achievement of performance targets as described in Note 8 were excluded from the diluted income per common share calculation as the performance targets were not met as of January 31, 2016. Additionally, the number of weighted average options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive represented approximately 0.1 million shares. The number of weighted average Performance Share Awards subject to continuing employment representing approximately 0.1 million shares were also determined to be anti-dilutive, and were not included in the diluted income per common share calculation. For the three month period ended February 1, 2015, all outstanding options, PSUs and Performance Share Awards were anti-dilutive and, therefore, not included in the diluted loss per common share calculation.

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WARRANTY

3 Months Ended

Jan. 31, 2016

Product Warranties Disclosures [Abstract]

WARRANTY

WARRANTY

We sell weathertightness warranties to our customers for protection from leaks in our roofing systems related to weather. These warranties range from 2 years to 20 years. We sell two types of warranties, standard and Single Source™, and three grades of coverage for each. The type and grade of coverage determines the price to the customer. For standard warranties, our responsibility for leaks in a roofing system begins after 24 consecutive leak-free months. For Single Source™ warranties, the roofing system must pass our inspection before warranty coverage will be issued. Inspections are typically performed at three stages of the roofing project: (i) at the project start-up; (ii) at the project mid-point; and (iii) at the project completion. These inspections are included in the cost of the warranty. If the project requires or the customer requests additional inspections, those inspections are billed to the customer. Upon the sale of a warranty, we record the resulting revenue as deferred revenue, which is included in other accrued expenses in our consolidated balance sheets.

The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for each of the fiscal three months ended (in thousands):

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Beginning balance	$	25,669		$	23,685
Warranties sold	746			359
Revenue recognized	(862		)	(566		)
Other(1)	—			2,357
Ending balance	$	25,553		$	25,835

(1) Represents the fair value of accrued warranty obligations in the amount of $2.4 million assumed in the CENTRIA Acquisition. CENTRIA offers weathertightness warranties to certain customers. Weathertightness warranties are offered in various configurations for time periods from 5 to 20 years, prorated or non-prorated and on both a dollar limit or no dollar limit basis, as required by the buyer. These warranties are available only if certain conditions, some of which relate to installation, are met. The preliminary fair value of the accrued warranty obligations of $2.4 million reported in our quarterly report on Form 10-Q for the three month period ended February 1, 2015 was subsequently adjusted by $0.8 million to $1.6 million during the measurement period for purchase accounting.

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DEFINED BENEFIT PLANS

3 Months Ended

Jan. 31, 2016

Compensation and Retirement Disclosure [Abstract]

DEFINED BENEFIT PLANS

DEFINED BENEFIT PLANS

RCC Pension Plan — With the acquisition of Robertson-Ceco II Corporation (“RCC”) on April 7, 2006, we assumed a defined benefit plan (the “RCC Pension Plan”). Benefits under the RCC Pension Plan are primarily based on years of service and the employee’s compensation. The RCC Pension Plan is frozen and, therefore, employees do not accrue additional service benefits. Plan assets of the RCC Pension Plan are invested in broadly diversified portfolios of government obligations, mutual funds, stocks, bonds, fixed income securities and master limited partnerships.

CENTRIA Benefit Plans — As a result of the CENTRIA Acquisition on January 16, 2015, we assumed noncontributory defined benefit plans covering certain hourly employees (the “CENTRIA Benefit Plans”) and are closed to new participants. Benefits under the CENTRIA Benefit Plans are calculated based on fixed amounts for each year of service rendered, although benefits accruals for one of the plans previously ceased. Plan assets of the CENTRIA Benefit Plans are invested in broadly diversified portfolios of equity mutual funds, international equity mutual funds, bonds, mortgages and other funds. CENTRIA also sponsors postretirement medical and life insurance plans that cover certain of its employees and their spouses (the "OPEB Plans").

The following table sets forth the components of the net periodic benefit cost, before tax, and funding contributions, for the periods indicated (in thousands):

	Fiscal Three Months Ended   January 31, 2016											Fiscal Three Months Ended   February 1, 2015
	RCC Pension Plan			CENTRIA Benefit Plans			OPEB Plans		Total			RCC Pension Plan			CENTRIA Benefit Plans		OPEB Plans		Total
Service cost	$	—		$	(3	)	$	5	$	2		$	—		$	—	$	—	$	—
Interest cost	450			(11		)	38		477			483			—		—		483
Expected return on assets	(475		)	22			—		(453		)	(551		)	—		—		(551		)
Prior service cost amortization	(2		)	—			—		(2		)	(2		)	—		—		(2		)
Unrecognized net loss	292			—			—		292			361			—		—		361
Net periodic pension cost	$	265		$	8		$	43	$	316		$	291		$	—	$	—	$	291
Funding contributions	$	211		$	160		$	—	$	371		$	234		$	—	$	—	$	234

We expect to contribute an additional $0.8 million and $0.5 million to the RCC Pension Plan and the CENTRIA Benefit Plans, respectively, for the remainder of fiscal 2016. Currently, our policy is to fund the CENTRIA Benefit Plans and OPEB Plans as required by minimum funding standards of the Internal Revenue Code. The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid.

In addition to the CENTRIA Benefit Plans, CENTRIA contributes to a multi-employer plan, Steelworkers Pension Trust. The minimum required annual contribution to this plan is $0.3 million and the current contract expires on June 1, 2016. If we were to withdraw our participation from this multi-employer plan, we would have a complete withdrawal liability of approximately $0.7 million.

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LONG-TERM DEBT AND NOTE PAYABLE

3 Months Ended

Jan. 31, 2016

Debt Disclosure [Abstract]

LONG-TERM DEBT AND NOTE PAYABLE

LONG-TERM DEBT AND NOTE PAYABLE

Debt is comprised of the following (in thousands): 

	January 31, 2016		November 1, 2015
Credit Agreement, due June 2019 (variable interest, at 4.25% on January 31, 2016 and November 1, 2015)	$	184,147	$	194,147
8.25% senior notes, due January 2023	250,000		250,000
Amended Asset-Based lending facility, due June 2019 (interest at 4.25% on January 31, 2016 and 4.00% on November 1, 2015)	—		—
Current portion of long-term debt	—		—
Total long-term debt, net	$	434,147	$	444,147

8.25% Senior Notes Due January 2023

The Company’s $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 (the “Notes”) bear interest at 8.25% per annum and will mature on January 15, 2023. Interest is payable semi-annually in arrears on January 15 and July 15 of each year.

The Company may redeem the Notes at any time prior to January 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. On or after January 15, 2018, the Company may redeem all or a part of the Notes at redemption prices (expressed as percentages of principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes, if redeemed during the 12-month period beginning on January 15 of the year as follows:

Year	Percentage
2018	106.188%
2019	104.125%
2020	102.063%
2021 and thereafter	100.000%

In addition, prior to January 15, 2018, the Company may redeem the Notes in an aggregate principal amount of up to 40.0% of the original aggregate principal amount of the Notes with funds in an equal aggregate amount not exceeding the aggregate proceeds of one or more equity offerings, at a redemption price of 108.250%, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes.

Credit Agreement

The Company’s Credit Agreement provided for a term loan credit facility (“Term Loan”) in an original aggregate principal amount of $250.0 million. The Credit Agreement will mature on June 24, 2019. The Term Loan amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum. The Term Loan will bear interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR not less than 1.00% plus a borrowing margin of 3.25% per annum or (ii) an alternate base rate plus a borrowing margin of 2.25% per annum. At both January 31, 2016 and November 1, 2015, the interest rate on the Term Loan was 4.25%.

Amended ABL Facility

The Company’s Asset-Based Lending Facility (“Amended ABL Facility”) provides for revolving loans of up to $150.0 million (subject to a borrowing base) and letters of credit of up to $30.0 million. Borrowing availability under the Amended ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of qualified cash, eligible inventory and eligible accounts receivable, less certain reserves and subject to certain other adjustments. At January 31, 2016 and November 1, 2015, the Company’s excess availability under the Amended ABL Facility was $108.7 million and $131.0 million, respectively. At both January 31, 2016 and November 1, 2015, the Company had no revolving loans outstanding under the Amended ABL Facility. In addition, at January 31, 2016 and November 1, 2015, standby letters of credit related to certain insurance policies totaling approximately $8.7 million and $8.7 million, respectively, were outstanding but undrawn under the Amended ABL Facility. The Amended ABL Facility will mature on June 24, 2019.

The Amended ABL Facility includes a minimum fixed charge coverage ratio of one to one, which will apply if we fail to maintain a specified minimum borrowing capacity. The minimum level of borrowing capacity as of January 31, 2016 and November 1, 2015 was $16.3 million and $19.7 million, respectively. Although the Amended ABL Facility did not require any financial covenant compliance, at January 31, 2016 and November 1, 2015, NCI’s fixed charge coverage ratio as of those dates, which is calculated on a trailing twelve month basis, was 3.44:1.00 and 3.54:1.00, respectively. These ratios include the pro forma impact of the CENTRIA Acquisition.

Loans under the Amended ABL Facility bear interest, at NCI’s option, as follows:

(1) Base Rate loans at the Base Rate plus a margin. The margin ranges from 0.75% to 1.25% depending on the quarterly average excess availability under such facility, and

(2) LIBOR loans at LIBOR plus a margin. The margin ranges from 1.75% to 2.25% depending on the quarterly average excess availability under such facility.

An unused commitment fee is paid monthly on the Amended ABL Facility at an annual rate of 0.50% based on the amount by which the maximum credit exceeds the average daily principal balance of outstanding loans and letter of credit obligations. Additional customary fees in connection with the Amended ABL Facility also apply.

For additional information on the Notes, Credit Agreement and the Amended ABL Facility, including guarantees and security, see our Annual Report on Form 10-K for the fiscal year ended November 1, 2015.

Debt Covenants

The Company’s outstanding debt agreements contain a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to dispose of assets, make acquisitions and engage in mergers. As of January 31, 2016, the Company was in compliance with all covenants that were in effect on such date. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended November 1, 2015.

Deferred Financing Costs

At January 31, 2016 and November 1, 2015, the unamortized balance in deferred financing costs related to the Notes, Credit Agreement and Amended ABL Facility was $10.6 million and $11.1 million, respectively.

Insurance Note Payable

As of November 1, 2015, the Company had an outstanding note payable in the amount of $0.5 million related to financed insurance premiums. Insurance premium financings are generally secured by the unearned premiums under such policies.

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STOCK REPURCHASE PROGRAM

3 Months Ended

Jan. 31, 2016

Equity [Abstract]

STOCK REPURCHASE PROGRAM

STOCK REPURCHASE PROGRAM

In January 2016, our Board of Directors authorized a stock repurchase program for up to an aggregate of $50.0 million of the Company's outstanding common stock, which we expect to fund through existing cash and cash flow generated from operations. Subject to applicable federal securities law, such purchases may occur at times and in amounts that we deem appropriate. During the first quarter of fiscal 2016, we repurchased 0.4 million shares for $3.9 million under this program.

As of January 31, 2016, approximately $46.1 million remains available for stock repurchases under the plan authorized in January 2016, and approximately 0.1 million shares remain authorized for repurchase under a previous program. The authorized programs have no time limit on their duration, but our Credit Agreement, Amended ABL Facility, and Notes apply certain limitations on our repurchase of shares of our common stock. The timing and method of any repurchases, which will depend on a variety of factors, including market conditions, are subject to results of operations, financial conditions, cash requirements and other factors, and may be suspended or discontinued at any time. In addition to the common stock repurchased during the first quarter of fiscal 2016 under our stock repurchase programs, we also withheld shares of restricted stock to satisfy minimum tax withholding obligations arising in connection with the vesting of restricted stock units, which are included in treasury stock purchases on the consolidated statements of stockholders’ equity.

Subsequent to January 31, 2016 and through March 3, 2016, we repurchased an additional 0.7 million shares for $7.4 million under the January 2016 program.

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FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

3 Months Ended

Jan. 31, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable approximate fair value as of January 31, 2016 and November 1, 2015 because of the relatively short maturity of these instruments. The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective fiscal period ends were (in thousands): 

	January 31, 2016				November 1, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Credit Agreement, due June 2019	$	184,147	$	182,306	$	194,147	$	193,662
8.25% senior notes, due January 2023	250,000		253,750		250,000		263,750

The fair values of the Credit Agreement and the Notes were based on recent trading activities of comparable market instruments which are level 2 inputs.

Fair Value Measurements

ASC Subtopic 820-10, Fair Value Measurements and Disclosures, requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1:   Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2:   Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs.

Level 3:   Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used at January 31, 2016 and November 1, 2015

Money market:   Money market funds have original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity.

Mutual funds:   Mutual funds are valued at the closing price reported in the active market in which the mutual fund is traded.

Assets held for sale:   Assets held for sale are valued based on current market conditions, prices of similar assets in similar condition and expected proceeds from the sale of the assets.

Deferred compensation plan liability:   Deferred compensation plan liability is comprised of phantom investments in the deferred compensation plan and is valued at the closing price reported in the active market in which the money market, mutual fund or NCI stock phantom investments are traded.

The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of January 31, 2016, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): 

	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	612	$	—	$	—	$	612
Mutual funds – Growth	678		—		—		678
Mutual funds – Blend	2,826		—		—		2,826
Mutual funds – Foreign blend	662		—		—		662
Mutual funds – Fixed income	—		676		—		676
Total short-term investments in deferred compensation plan	4,778		676		—		5,454
Total assets	$	4,778	$	676	$	—	$	5,454
Liabilities:
Deferred compensation plan liability	$	—	$	4,685	$	—	$	4,685
Total liabilities	$	—	$	4,685	$	—	$	4,685

(1) Unrealized holding losses for the three months ended January 31, 2016 and February 1, 2015 were $(0.4) million and $(0.1) million, respectively. These unrealized holding losses are primarily offset by changes in the deferred compensation plan liability.

The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of November 1, 2015, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): 

	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	744	$	—	$	—	$	744
Mutual funds – Growth	764		—		—		764
Mutual funds – Blend	2,984		—		—		2,984
Mutual funds – Foreign blend	724		—		—		724
Mutual funds – Fixed income	—		673		—		673
Total short-term investments in deferred compensation plan	$	5,216	$	673	$	—	$	5,889
Total assets	$	5,216	$	673	$	—	$	5,889
Liabilities:
Deferred compensation plan liability	$	—	$	5,164	$	—	$	5,164
Total liabilities	$	—	$	5,164	$	—	$	5,164

(1) Unrealized holding gain for the fiscal year ended November 1, 2015 was insignificant. This unrealized holding gain was primarily offset by changes in the deferred compensation plan liability.

The following table summarizes information regarding our financial assets that are measured at fair value on a nonrecurring basis as of January 31, 2016 and November 1, 2015 (in thousands): 

	Level 3
	January 31, 2016		November 1, 2015
Assets:
Assets held for sale(1)	$	—	$	2,280
Total assets	$	—	$	2,280

(1) Certain assets held for sale were valued at fair value and were measured at fair value on a nonrecurring basis. Assets held for sale are reported at fair value, if, on an individual basis, the fair value of the asset is less than cost. The fair value of assets held for sale is estimated using level 3 inputs, such as broker quotes for like-kind assets or other market indications of a potential selling value which approximates fair value. The assets that were previously reported at fair value as of November 1, 2015 were sold in January 2016. See Note 7 for additional information.

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INCOME TAXES

3 Months Ended

Jan. 31, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The reconciliation of income tax computed at the statutory tax rate to the effective income tax rate is as follows:

	Fiscal Three Months Ended
	January 31, 2016		February 1, 2015
Statutory federal income tax rate	35.0	%	35.0	%
State income taxes	3.4	%	5.3	%
Domestic production activities deduction	(3.2	)%	(3.1	)%
Non-deductible expenses	0.9	%	0.8	%
Adjustment due to tax law change	(6.5	)%	25.2	%
Nontaxable gain from bargain purchase	(1.4	)%	—	%
Tax credits	(1.2	)%	—	%
Other	2.4	%	(2.8	)%
Effective tax rate	29.4	%	60.4	%

The decrease in the effective tax rate was primarily the result of pre-tax income in the current period and the benefit related to the research and development credit for fiscal years 2015 and 2016 that was permanently extended in the Protecting Americans from Tax Hikes Act of 2015, which was signed into law after our fiscal 2015 ended. The effective tax rate for the same period in the prior year was primarily the result of a true-up to the fiscal 2014 income tax provision as a result of the Tax Increase Prevention Act of 2014 that changed our fiscal 2014 tax calculation but was not signed into law until after our fiscal 2014 ended.

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OPERATING SEGMENTS

3 Months Ended

Jan. 31, 2016

Segment Reporting [Abstract]

OPERATING SEGMENTS

OPERATING SEGMENTS

Operating segments are defined as components of an enterprise that engage in business activities and by which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources to the segment and assess the performance of the segment. We have three operating segments: engineered building systems; metal components; and metal coil coating. All operating segments operate primarily in the nonresidential construction market. Sales and earnings are influenced by general economic conditions, the level of nonresidential construction activity, metal roof repair and retrofit demand and the availability and terms of financing available for construction. Products of our operating segments use similar basic raw materials. The engineered building systems segment includes the manufacturing of main frames, Long Bay® Systems and value-added engineering and drafting, which are typically not part of metal components or metal coil coating products or services. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim, insulated panels and other related accessories. CENTRIA is included in the metal components segment. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The operating segments follow the same accounting policies used for our consolidated financial statements.

We evaluate a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on standard material costs plus a standard markup to cover labor and overhead and consist of (i) structural framing provided by the engineered building systems segment to the metal components segment; (ii) building components provided by the metal components segment to the engineered building systems segment; and (iii) hot-rolled, light gauge painted and slit material and other services provided by the metal coil coating segment to both the metal components and engineered building systems segments.

Corporate assets consist primarily of cash but also include deferred financing costs, deferred taxes and property, plant and equipment associated with our headquarters in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses include share-based compensation expenses, and executive, legal, finance, tax, treasury, human resources, information technology, purchasing, marketing and corporate travel expenses. Additional unallocated expenses include interest income, interest expense, strategic development and acquisition related costs and other (expense) income.

The following table represents sales, operating income and total assets attributable to these operating segments for the periods indicated (in thousands):

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Total sales:
Engineered building systems	$	148,975		$	149,799
Metal components	230,456			172,789
Metal coil coating	51,206			55,610
Intersegment sales	(60,623		)	(55,272		)
Total sales	$	370,014		$	322,926
External sales:
Engineered building systems	$	145,950		$	144,494
Metal components	202,901			154,028
Metal coil coating	21,163			24,404
Total sales	$	370,014		$	322,926
Operating income (loss):
Engineered building systems	$	12,462		$	8,718
Metal components	16,104			8,336
Metal coil coating	4,819			3,977
Corporate	(18,126		)	(16,460		)
Total operating income	$	15,259		$	4,571
Unallocated other expense, net	(6,914		)	(5,381		)
Income (loss) before income taxes	$	8,345		$	(810	)

	January 31, 2016		November 1, 2015
Total assets:
Engineered building systems	$	204,632	$	218,646
Metal components	641,064		654,762
Metal coil coating	74,869		81,456
Corporate	96,277		124,865
Total assets	$	1,016,842	$	1,079,729

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CONTINGENCIES

3 Months Ended

Jan. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES

CONTINGENCIES

As a manufacturer of products primarily for use in nonresidential building construction, the Company is inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, the Company and/or its subsidiaries become involved in various legal proceedings or other contingent matters arising from claims, or potential claims. The Company insures against these risks to the extent deemed prudent by its management and to the extent insurance is available. Many of these insurance policies contain deductibles or self-insured retentions in amounts the Company deems prudent and for which the Company is responsible for payment. In determining the amount of self-insurance, it is the Company’s policy to self-insure those losses that are predictable, measurable and recurring in nature, such as claims for automobile liability and general liability. The Company regularly reviews the status of on-going proceedings and other contingent matters along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes are not predictable with assurance.

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GENERAL INFORMATION (Policies)

3 Months Ended

Jan. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements for NCI Building Systems, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “NCI,” “we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements included herein contain all adjustments, which consist of normal recurring adjustments, necessary to fairly present our financial position, results of operations and cash flows for the periods indicated. Operating results for the fiscal three month period ended January 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending October 30, 2016. Our sales and earnings are subject to both seasonal and cyclical trends and are influenced by general economic conditions, interest rates, the price of steel relative to other building materials, the level of nonresidential construction activity, roof repair and retrofit demand and the availability and cost of financing for construction projects.

For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended November 1, 2015 filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2015.

Reporting Periods

Reporting Periods

We use a four-four-five week calendar each quarter with our fiscal year end being on the Sunday closest to October 31. The year end for fiscal 2016 is October 30, 2016.

New Accounting Pronouncements

Adopted Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirement for reporting discontinued operations. A disposal of a component of an entity or a group of components of an entity will be required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity’s operations and financial results when the entity or group of components of an entity meets the criteria to be classified as held for sale or when it is disposed of by sale or other than by sale. The update also requires additional disclosures about discontinued operations, a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements, and an entity’s significant continuing involvement with a discontinued operation. We adopted ASU 2014-08 prospectively in our first quarter in fiscal 2016. The adoption of ASU 2014-08 did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for our first quarter in fiscal 2018 under either full or modified retrospective adoption. Early application is not permitted. On July 9, 2015, the FASB deferred the effective date by one year. Entities can still adopt the amendments as of the original effective date. ASU 2014-09 is effective for our fiscal year ending November 3, 2019, including interim periods within that fiscal year. We are currently assessing the potential effects of these changes to our consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in FASB Accounting Standards Codification 718, Compensation — Stock Compensation, as it relates to such awards. ASU 2014-12 is effective for our first quarter in fiscal 2017, with early adoption permitted. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items. The guidance is effective for our fiscal year ending October 29, 2017. A reporting entity may apply the amendments prospectively. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as a separate asset. In circumstances where the costs are incurred before the debt liability is recorded, the costs will be reported on the balance sheet as an asset until the debt liability is recorded. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and is effective for our fiscal year ending October 29, 2017. Early adoption is permitted for financial statements that have not been previously issued. In August 2015, FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting), to provide further clarification to ASU 2015-03 as it relates to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. Upon adoption of this guidance, we expect to reclassify approximately $8 million in deferred financing costs as a reduction of the carrying amount of the debt liability.

In April 2015, the FASB issued ASU 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the guidance specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. ASU 2015-05 further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. The guidance is effective for our fiscal year ending October 29, 2017. We are currently assessing the impact of this guidance on our consolidated financial statements.

In July 2015, the FASB issues ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires that inventory that has historically been measured using first-in, first-out (FIFO) or average cost method should now be measured at the lower of cost and net realizable value. The update requires prospective application and is effective for our fiscal year ending October 28, 2018. Early adoption is permitted for financial statements that have not been previously issued. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires all deferred tax assets and liabilities to be presented on the balance sheet as noncurrent. ASU 2015-17 is effective for our fiscal year ending October 28, 2018. Early adoption is permitted. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated financial position on a retrospective basis.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to record most leases on the balance sheet and modifies the classification criteria and accounting for sales-type leases and direct financing leases for lessors. ASU 2016-02 is effective for our fiscal year ending November 1, 2020, including interim periods within that fiscal year. The guidance requires entities to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Early adoption is permitted. We are evaluating the impact that the adoption of this guidance will have on our consolidated financial statements.

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ACQUISITIONS (Tables)

3 Months Ended

Jan. 31, 2016

Business Combinations [Abstract]

Schedule of Acquisition Pro Forma Information

The following table shows our unaudited pro forma financial information for the three month periods ended January 31, 2016 and February 1, 2015 (in thousands, except per share amounts): 

	Unaudited Pro Forma
	Fiscal Three Months Ended
	January 31, 2016		February 1, 2015
Sales	$	370,014	$	367,029
Net income (loss) applicable to common shares	5,835		(12,062		)
Income (loss) per common share:
Basic	$	0.08	$	(0.17	)
Diluted	$	0.08	$	(0.17	)

Schedule of Estimated Fair Value of Assets and Liabilities Assumed from Acquisition

The following table summarizes the fair values of the assets acquired and liabilities assumed as part of the CENTRIA Acquisition as of January 16, 2015 as determined in accordance with ASC Topic 805. The fair value of all assets acquired and liabilities assumed were finalized during the first quarter of fiscal 2016, including certain contingent assets and liabilities and the post-closing working capital adjustment, which did not result in any material adjustments during the first quarter of fiscal 2016. As we continue to integrate CENTRIA into our existing operations, we may identify integration charges that would be required to be recognized.

(In thousands)	January 16, 2015
Cash	$	8,718
Current assets, excluding cash	74,725
Property, plant and equipment	34,127
Intangible assets	128,280
Assets acquired	245,850
Current liabilities	61,869
Other long-term liabilities	8,893
Liabilities assumed	70,762
Fair value of net assets acquired	175,088
Total cash consideration transferred and payable	257,927
Goodwill	$	82,839

The fair values of the assets acquired and liabilities assumed as part of this acquisition as of November 3, 2015, as determined in accordance with ASC Topic 805, are as follows (in thousands):

	November 3, 2015
Current assets	$	307
Property, plant and equipment	4,810
Assets acquired	$	5,117
Current liabilities assumed	380
Fair value of net assets acquired	$	4,737
Total cash consideration transferred	2,201
Deferred tax liabilities	672
Gain from bargain purchase	$	(1,864	)

Schedule of Intangible Assets Acquired from Acquisition

The amount allocated to intangible assets was attributed to the following categories (in thousands): 

			Useful Lives
Backlog	$	8,400	9 months
Trade names	13,980		15 years
Customer lists and relationships	105,900		20 years
	$	128,280

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RESTRUCTURING AND ASSET IMPAIRMENTS (Tables)

3 Months Ended

Jan. 31, 2016

Restructuring and Related Activities [Abstract]

Restructuring Plan Costs and Charges

The following table summarizes our restructuring plan costs and charges related to the restructuring plan during the fiscal three months ended January 31, 2016 (in thousands): 

	Fiscal Three Months Ended
	January 31, 2016		Cost Incurred To Date (since inception)		Remaining Anticipated Cost		Total Anticipated Cost
General severance	$	880	$	4,767	$	602	$	5,369
Plant closing severance	—		1,575		*		*
Asset impairments	—		5,844		*		*
Other restructuring costs	630		630		*		*
Total restructuring costs	$	1,510	$	12,816	*		*

* We expect to fully execute our plans in phases over the next 9 months to 36 months and estimate that we will incur future additional restructuring charges associated with these plans. We are unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the plans.

Restructuring Liability and Cash Payments

The following table summarizes our restructuring liability and cash payments made related to the restructuring plan (in thousands) from inception through January 31, 2016: 

	General Severance			Plant Closing Severance			Total
Balance at November 2, 2014	$	—		$	—		$	—
Costs incurred	3,887			1,575			5,462
Cash payments	(2,941		)	(1,575		)	(4,516		)
Accrued severance(1)	739			—			739
Balance at November 1, 2015	$	1,685		$	—		$	1,685
Costs incurred(1)	654			—			654
Cash payments	(1,337		)	—			(1,337		)
Balance at January 31, 2016	$	1,002		$	—		$	1,002

(1) During the second and fourth quarters of fiscal 2015, we entered into transition and separation agreements with certain executive officers. Each terminated executive officer is entitled to severance benefit payments issuable in two installments. The termination benefits were measured initially at the separation date based on the fair value of the liability as of the termination date and are being recognized ratably over the future service period. Costs incurred during the three months ended January 31, 2016 exclude $0.2 million in amortization expense associated with these termination benefits. Remaining severance costs associated with the executive officers of $0.3 million and $0.1 million will be incurred in the metal components segment and engineered building systems segment, respectively.

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INVENTORIES (Tables)

3 Months Ended

Jan. 31, 2016

Inventory Disclosure [Abstract]

Schedule of Inventory Components

The components of inventory are as follows (in thousands): 

	January 31, 2016		November 1, 2015
Raw materials	$	104,521	$	109,455
Work in process and finished goods	46,042		48,373
	$	150,563	$	157,828

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EARNINGS (LOSS) PER COMMON SHARE (Tables)

3 Months Ended

Jan. 31, 2016

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings (loss) per common share is as follows (in thousands, except per share data): 

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Numerator for Basic and Diluted Income (Loss) Per Common Share
Net income (loss)	$	5,892		$	(320	)
Less: Net income applicable to participating securities	(57		)	—
Net income (loss) applicable to common shares	$	5,835		$	(320	)
Denominator for Basic and Diluted Income (Loss) Per Common Share
Weighted average basic number of common shares outstanding	73,261			73,070
Common stock equivalents:
Employee stock options	508			—
Restricted stock units	2			—
Weighted average diluted number of common shares outstanding	73,771			73,070
Basic income (loss) per common share	$	0.08		$	(0.00	)
Diluted income (loss) per common share	$	0.08		$	(0.00	)

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WARRANTY (Tables)

3 Months Ended

Jan. 31, 2016

Product Warranties Disclosures [Abstract]

Schedule of Acquired Accrued Warranty Obligation and Deferred Warranty Revenue

The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for each of the fiscal three months ended (in thousands):

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Beginning balance	$	25,669		$	23,685
Warranties sold	746			359
Revenue recognized	(862		)	(566		)
Other(1)	—			2,357
Ending balance	$	25,553		$	25,835

(1) Represents the fair value of accrued warranty obligations in the amount of $2.4 million assumed in the CENTRIA Acquisition. CENTRIA offers weathertightness warranties to certain customers. Weathertightness warranties are offered in various configurations for time periods from 5 to 20 years, prorated or non-prorated and on both a dollar limit or no dollar limit basis, as required by the buyer. These warranties are available only if certain conditions, some of which relate to installation, are met. The preliminary fair value of the accrued warranty obligations of $2.4 million reported in our quarterly report on Form 10-Q for the three month period ended February 1, 2015 was subsequently adjusted by $0.8 million to $1.6 million during the measurement period for purchase accounting.

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DEFINED BENEFIT PLANS (Tables)

3 Months Ended

Jan. 31, 2016

Compensation and Retirement Disclosure [Abstract]

Schedule of Accumulated and Projected Benefit Obligations

The following table sets forth the components of the net periodic benefit cost, before tax, and funding contributions, for the periods indicated (in thousands):

	Fiscal Three Months Ended   January 31, 2016											Fiscal Three Months Ended   February 1, 2015
	RCC Pension Plan			CENTRIA Benefit Plans			OPEB Plans		Total			RCC Pension Plan			CENTRIA Benefit Plans		OPEB Plans		Total
Service cost	$	—		$	(3	)	$	5	$	2		$	—		$	—	$	—	$	—
Interest cost	450			(11		)	38		477			483			—		—		483
Expected return on assets	(475		)	22			—		(453		)	(551		)	—		—		(551		)
Prior service cost amortization	(2		)	—			—		(2		)	(2		)	—		—		(2		)
Unrecognized net loss	292			—			—		292			361			—		—		361
Net periodic pension cost	$	265		$	8		$	43	$	316		$	291		$	—	$	—	$	291
Funding contributions	$	211		$	160		$	—	$	371		$	234		$	—	$	—	$	234

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LONG-TERM DEBT AND NOTE PAYABLE (Tables)

3 Months Ended

Jan. 31, 2016

Debt Disclosure [Abstract]

Schedule Of Debt

Debt is comprised of the following (in thousands): 

	January 31, 2016		November 1, 2015
Credit Agreement, due June 2019 (variable interest, at 4.25% on January 31, 2016 and November 1, 2015)	$	184,147	$	194,147
8.25% senior notes, due January 2023	250,000		250,000
Amended Asset-Based lending facility, due June 2019 (interest at 4.25% on January 31, 2016 and 4.00% on November 1, 2015)	—		—
Current portion of long-term debt	—		—
Total long-term debt, net	$	434,147	$	444,147

Debt Instrument Redemption

On or after January 15, 2018, the Company may redeem all or a part of the Notes at redemption prices (expressed as percentages of principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes, if redeemed during the 12-month period beginning on January 15 of the year as follows:

Year	Percentage
2018	106.188%
2019	104.125%
2020	102.063%
2021 and thereafter	100.000%

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FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Jan. 31, 2016

Fair Value Disclosures [Abstract]

Schedule of Fair Value Not Current Recognized on Balance sheet

The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective fiscal period ends were (in thousands): 

	January 31, 2016				November 1, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Credit Agreement, due June 2019	$	184,147	$	182,306	$	194,147	$	193,662
8.25% senior notes, due January 2023	250,000		253,750		250,000		263,750

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of January 31, 2016, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): 

	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	612	$	—	$	—	$	612
Mutual funds – Growth	678		—		—		678
Mutual funds – Blend	2,826		—		—		2,826
Mutual funds – Foreign blend	662		—		—		662
Mutual funds – Fixed income	—		676		—		676
Total short-term investments in deferred compensation plan	4,778		676		—		5,454
Total assets	$	4,778	$	676	$	—	$	5,454
Liabilities:
Deferred compensation plan liability	$	—	$	4,685	$	—	$	4,685
Total liabilities	$	—	$	4,685	$	—	$	4,685

(1) Unrealized holding losses for the three months ended January 31, 2016 and February 1, 2015 were $(0.4) million and $(0.1) million, respectively. These unrealized holding losses are primarily offset by changes in the deferred compensation plan liability.

The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of November 1, 2015, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): 

	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	744	$	—	$	—	$	744
Mutual funds – Growth	764		—		—		764
Mutual funds – Blend	2,984		—		—		2,984
Mutual funds – Foreign blend	724		—		—		724
Mutual funds – Fixed income	—		673		—		673
Total short-term investments in deferred compensation plan	$	5,216	$	673	$	—	$	5,889
Total assets	$	5,216	$	673	$	—	$	5,889
Liabilities:
Deferred compensation plan liability	$	—	$	5,164	$	—	$	5,164
Total liabilities	$	—	$	5,164	$	—	$	5,164

(1) Unrealized holding gain for the fiscal year ended November 1, 2015 was insignificant. This unrealized holding gain was primarily offset by changes in the deferred compensation plan liability.

Fair Value Measurements, Nonrecurring

The following table summarizes information regarding our financial assets that are measured at fair value on a nonrecurring basis as of January 31, 2016 and November 1, 2015 (in thousands): 

	Level 3
	January 31, 2016		November 1, 2015
Assets:
Assets held for sale(1)	$	—	$	2,280
Total assets	$	—	$	2,280

(1) Certain assets held for sale were valued at fair value and were measured at fair value on a nonrecurring basis. Assets held for sale are reported at fair value, if, on an individual basis, the fair value of the asset is less than cost. The fair value of assets held for sale is estimated using level 3 inputs, such as broker quotes for like-kind assets or other market indications of a potential selling value which approximates fair value. The assets that were previously reported at fair value as of November 1, 2015 were sold in January 2016. See Note 7 for additional information.

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INCOME TAXES (Tables)

3 Months Ended

Jan. 31, 2016

Income Tax Disclosure [Abstract]

Reconciliation of Income Tax at Statutory Rate to Effective Income Tax Rate

The reconciliation of income tax computed at the statutory tax rate to the effective income tax rate is as follows:

	Fiscal Three Months Ended
	January 31, 2016		February 1, 2015
Statutory federal income tax rate	35.0	%	35.0	%
State income taxes	3.4	%	5.3	%
Domestic production activities deduction	(3.2	)%	(3.1	)%
Non-deductible expenses	0.9	%	0.8	%
Adjustment due to tax law change	(6.5	)%	25.2	%
Nontaxable gain from bargain purchase	(1.4	)%	—	%
Tax credits	(1.2	)%	—	%
Other	2.4	%	(2.8	)%
Effective tax rate	29.4	%	60.4	%

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OPERATING SEGMENTS (Tables)

3 Months Ended

Jan. 31, 2016

Segment Reporting [Abstract]

Schedule of Sales, Operating Income, and Total Assets for Operating Segments

The following table represents sales, operating income and total assets attributable to these operating segments for the periods indicated (in thousands):

	Fiscal Three Months Ended
	January 31, 2016			February 1, 2015
Total sales:
Engineered building systems	$	148,975		$	149,799
Metal components	230,456			172,789
Metal coil coating	51,206			55,610
Intersegment sales	(60,623		)	(55,272		)
Total sales	$	370,014		$	322,926
External sales:
Engineered building systems	$	145,950		$	144,494
Metal components	202,901			154,028
Metal coil coating	21,163			24,404
Total sales	$	370,014		$	322,926
Operating income (loss):
Engineered building systems	$	12,462		$	8,718
Metal components	16,104			8,336
Metal coil coating	4,819			3,977
Corporate	(18,126		)	(16,460		)
Total operating income	$	15,259		$	4,571
Unallocated other expense, net	(6,914		)	(5,381		)
Income (loss) before income taxes	$	8,345		$	(810	)

	January 31, 2016		November 1, 2015
Total assets:
Engineered building systems	$	204,632	$	218,646
Metal components	641,064		654,762
Metal coil coating	74,869		81,456
Corporate	96,277		124,865
Total assets	$	1,016,842	$	1,079,729

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GENERAL INFORMATION (Details)	3 Months Ended
	Jan. 31, 2016
CD&R Fund Eight [Member]
Related Party Transaction [Line Items]
Voting rights percentage attributable upon conversion of convertible preferred stock	58.80%

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ACQUISITIONS ACQUISITIONS - Fiscal 2016 Acquisition Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Nov. 03, 2015	Jan. 31, 2016	Feb. 01, 2015
Business Acquisition [Line Items]
Gain from bargain purchase		$ 1,864	$ 0
Fiscal 2016 - Acquisition, Hamilton, Canada - Manufacturing Operations [Member]
Business Acquisition [Line Items]
Cash consideration net of working capital adjustments	$ 2,200
Gain from bargain purchase	$ 1,864

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ACQUISITIONS - Fiscal 2016 Acquisition Table (Details) - USD ($) $ in Thousands		3 Months Ended
	Nov. 03, 2015	Jan. 31, 2016	Feb. 01, 2015
Business Acquisition [Line Items]
Gain from bargain purchase		$ (1,864)	$ 0
Fiscal 2016 - Acquisition, Hamilton, Canada - Manufacturing Operations [Member]
Business Acquisition [Line Items]
Current assets	$ 307
Property, plant and equipment	4,810
Assets acquired	5,117
Current liabilities assumed	380
Fair value of net assets acquired	4,737
Total cash consideration transferred	2,201
Deferred tax liabilities	672
Gain from bargain purchase	$ (1,864)

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ACQUISITIONS - Fiscal 2015 Acquisition Additional Information (Details)		1 Months Ended	3 Months Ended
	Jan. 16, 2015 USD ($)	Feb. 01, 2015 USD ($)	Jan. 31, 2016 USD ($) production_facility	Feb. 01, 2015 USD ($)	Nov. 01, 2015 USD ($)
Business Acquisition [Line Items]
Cash consideration payable to seller			$ 2,100,000
Business combination, consideration transferred, equity interests issued and issuable	$ 250,000,000
Revenues, total			370,014,000	$ 322,926,000
Operating income (loss), total			$ 15,259,000	4,571,000
Number of operating facilities, acquiree | production_facility			4
Business acquisition, transaction costs	16,100,000
Inventory adjustments	2,400,000
Goodwill			$ 158,106,000		$ 158,026,000
Amortization of intangible assets			2,416,000	1,493,000
CENTRIA [Member]
Business Acquisition [Line Items]
Business acquisition purchase consideration, cost of acquired entity, cash paid	255,800,000
Revenues, total		$ 8,500,000	53,900,000
Operating income (loss), total		$ (800,000)	1,400,000
CENTRIA [Member]
Business Acquisition [Line Items]
Cash acquired	8,718,000
Metal Components [Member]
Business Acquisition [Line Items]
Revenues, total			202,901,000	154,028,000
Operating income (loss), total			16,104,000	8,336,000
Metal Components [Member] | CENTRIA [Member]
Business Acquisition [Line Items]
Goodwill	73,600,000
Engineered Building Systems [Member]
Business Acquisition [Line Items]
Revenues, total			145,950,000	144,494,000
Operating income (loss), total			$ 12,462,000	$ 8,718,000
Engineered Building Systems [Member] | CENTRIA [Member]
Business Acquisition [Line Items]
Goodwill	$ 9,100,000

XML

ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
Business Combinations [Abstract]
Sales	$ 370,014	$ 367,029
Net income (loss) applicable to common shares	$ 5,835	$ (12,062)
Income (loss) per common share:
Basic (in USD per share)	$ 0.08	$ (0.17)
Diluted (in USD per share)	$ 0.08	$ (0.17)

XML

ACQUISITIONS - Fiscal 2015 Acquisition Purchase Price Allocation (Details) - CENTRIA [Member] $ in Thousands	Jan. 16, 2015 USD ($)
Business Acquisition [Line Items]
Cash	$ 8,718
Current assets, excluding cash	74,725
Property, plant and equipment	34,127
Intangible assets	128,280
Assets acquired	245,850
Current liabilities	61,869
Other long-term liabilities	8,893
Liabilities assumed	70,762
Fair value of net assets acquired	175,088
Total cash consideration transferred and payable	257,927
Goodwill	$ 82,839

XML

ACQUISITIONS - Intangible Asset Allocation (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 16, 2015	Jan. 31, 2016
Business Combination Segment Allocation [Line Items]
Intangible assets acquired	$ 128,280
Backlog [Member]
Business Combination Segment Allocation [Line Items]
Intangible assets acquired	8,400
Useful life of intangible assets		9 months
Trade names [Member]
Business Combination Segment Allocation [Line Items]
Intangible assets acquired	13,980
Useful life of intangible assets		15 years
Customer relationships [Member] | Customer lists [Member]
Business Combination Segment Allocation [Line Items]
Intangible assets acquired	$ 105,900
Useful life of intangible assets		20 years

XML

ACCOUNTING PRONOUNCEMENTS (Details) $ in Millions	Jan. 31, 2016 USD ($)
Accounting Standards Update 2015-03 [Member]
New Accounting Pronouncement, Early Adoption [Line Items]
Unamortized deferred financing costs	$ 8

XML

RESTRUCTURING AND ASSET IMPAIRMENTS - Narrative (Details) $ in Millions	3 Months Ended
	Jan. 31, 2016 USD ($)	Feb. 01, 2015 USD ($) manufacturing_facility
Restructuring Cost and Reserve [Line Items]
Severance costs		$ 1.6
Metal Components [Member]
Restructuring Cost and Reserve [Line Items]
Severance costs	$ 0.3
Engineered Building Systems [Member]
Restructuring Cost and Reserve [Line Items]
Severance costs	0.1
Tennessee [Member]
Restructuring Cost and Reserve [Line Items]
Number of manufacturing facilities | manufacturing_facility		3
Tennessee [Member] | Metal Components [Member]
Restructuring Cost and Reserve [Line Items]
Severance costs	0.3	$ 1.5
Tennessee [Member] | Engineered Building Systems [Member]
Restructuring Cost and Reserve [Line Items]
Severance costs	$ 0.5	0.2
Tennessee [Member] | Metal Coil Coating [Member]
Restructuring Cost and Reserve [Line Items]
Severance costs		$ 0.2
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring period	9 months
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring period	36 months

XML

RESTRUCTURING AND ASSET IMPAIRMENTS - Restructuring Plan Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
Restructuring Cost and Reserve [Line Items]
Restructuring Costs	$ 1,510	$ 1,477
Cost Incurred To Date	12,816
General severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs	880
Cost Incurred To Date	4,767
Remaining Anticipated Cost	602
Total Anticipated Cost	5,369
Plant Closing Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs	0
Cost Incurred To Date	1,575
Asset Impairment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs	0
Cost Incurred To Date	5,844
Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs	630
Cost Incurred To Date	$ 630

XML

RESTRUCTURING AND ASSET IMPAIRMENTS - Restructuring Liability and Cash Payments (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Jan. 31, 2016 USD ($) payment	Feb. 01, 2015 USD ($)	Nov. 01, 2015 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 1,685	$ 0	$ 0
Costs incurred	654		5,462
Cash payments	(1,337)		(4,516)
Accrued severance			739
End balance	$ 1,002		1,685
Severance benefit payment, number of installments | payment	2
Severance costs		1,600
One-time Termination Benefits [Member]
Restructuring Reserve [Roll Forward]
Amortization	$ 200
General severance [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	1,685	0	0
Costs incurred	654		3,887
Cash payments			(2,941)
Accrued severance	1,337		739
End balance	1,002		1,685
Plant Closing Severance [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	0	$ 0	0
Costs incurred	0		1,575
Cash payments	0		(1,575)
Accrued severance			0
End balance	0		$ 0
Metal Components [Member]
Restructuring Reserve [Roll Forward]
Severance costs	300
Engineered Building Systems [Member]
Restructuring Reserve [Roll Forward]
Severance costs	$ 100

XML

RESTRICTED CASH (Details Textual) $ in Millions	Jan. 31, 2016 USD ($)
CENTRIA [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Cash collateral for borrowed securities	$ 0.8

XML

INVENTORIES (Details) - USD ($) $ in Thousands	Jan. 31, 2016	Nov. 01, 2015
Inventory Disclosure [Abstract]
Raw materials	$ 104,521	$ 109,455
Work in process and finished goods	46,042	48,373
Inventory, net	$ 150,563	$ 157,828

XML

ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Nov. 01, 2015
Discontinued Operations and Disposal Groups [Abstract]
Assets held for sale, carrying value, current	$ 3,982		$ 6,261
Cash proceeds from sale of idle facility	3,066	$ 0
Gain on sale of of property, plant, and equipment	$ 725	$ 0

XML

SHARE-BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended
	Dec. 31, 2015 performance_metric	Dec. 31, 2014	Jan. 31, 2016 USD ($) $ / shares shares	Feb. 01, 2015 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value, restricted stock award, gross			$ 0
Grant-date fair value (in USD per share) | $ / shares			$ 5.38	$ 7.91
Stock options, grants in period | shares			28,535	10,543
Allocated share-based compensation expense			$ 2,600	$ 2,900
2014 Key Employee Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options grants, fair value			2,400	1,500
Key employee awards, cash value			2,100	1,700
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value, restricted stock award, gross			$ 3,900	$ 4,100
Shares, restricted stock award, gross | shares			304,064	237,177
Executive Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period	3 years
Executive Awards [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Long-term incentive awards composition, percentage	40.00%
Executive Awards [Member] | Restricted Stock [Member] | Weighted 40%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	66.67%
Executive Awards [Member] | Restricted Stock [Member] | Weighted 40%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	33.33%
Executive Awards [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Long-term incentive awards composition, percentage	60.00%
Number of performance metrics | performance_metric	3
Maximum percentage of targeted number of shares	200.00%
Options grants, fair value			$ 5,200	$ 3,900
Executive Awards [Member] | Performance Shares [Member] | Weighted 40%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	50.00%
Performance metric, cumulative free cash flow	40.00%
Executive Awards [Member] | Performance Shares [Member] | Weighted 40%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	50.00%
Performance metric, cumulative earnings per share			40.00%
Executive Awards [Member] | Performance Shares [Member] | Weighted 20%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance metric, total shareholder return	20.00%
Key Employee Awards [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Key employee awards, award vesting period	3 years
Award requisite service period		3 years
Performance share award, cash portion	50.00%
Performance share award, stock portion	50.00%
Incentive Plan [Member] | Employee Stock Option [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Key employee awards, award vesting period			1 year
Incentive Plan [Member] | Employee Stock Option [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Key employee awards, award vesting period			4 years
Incentive Plan [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares held in employee trust, shares | shares			144,857

XML

EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
Numerator for Basic and Diluted Income (Loss) Per Common Share
Net income (loss)	$ 5,892,000	$ (320,000)
Less: Net income applicable to participating securities	(57,000)	0
Net income (loss) applicable to common shares	$ 5,835,000	$ (320,000)
Denominator for Basic and Diluted Income (Loss) Per Common Share
Weighted average basic number of common shares outstanding	73,261	73,070
Weighted average diluted number of common shares outstanding	73,771	73,070
Basic income (loss) per common share (in USD per share)	$ 0.08	$ 0.00
Diluted income (loss) per common share (in USD per share)	$ 0.08	$ 0.00
Undistributed earnings allocated to participating securities	$ 100,000	$ 0
Employee Stock Option [Member]
Denominator for Basic and Diluted Income (Loss) Per Common Share
Anti-dilutive shares not included in diluted earnings per share (in shares)	100
Performance Shares [Member]
Denominator for Basic and Diluted Income (Loss) Per Common Share
Anti-dilutive shares not included in diluted earnings per share (in shares)	100
Equity Option [Member]
Denominator for Basic and Diluted Income (Loss) Per Common Share
Incremental common shares attributable to dilutive effect of share-based payment arrangements	508	0
Restricted Stock Units (RSUs) [Member]
Denominator for Basic and Diluted Income (Loss) Per Common Share
Incremental common shares attributable to dilutive effect of share-based payment arrangements	2	0

XML

WARRANTY (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance	$ 25,669	$ 23,685
Warranties sold	746	359
Revenue recognized	(862)	(566)
Other	0	1,600
Ending balance	$ 25,553	$ 25,835

XML

WARRANTY (Details Textual) $ in Thousands	3 Months Ended
	Jan. 31, 2016 USD ($) warranty_type warranty_coverage_grade stage_roofing_project	Feb. 01, 2015 USD ($)
Warranty [Line Items]
Product warranty, number of warranty categories | warranty_type	2
Product warranty, number of grades per warranty category | warranty_coverage_grade	3
Standard product warranty, period of leak-free months before warranty begins	24 months
Product warranty, stages per roofing project | stage_roofing_project	3
Product warranty accrual, additions from acquisition	$ 0	$ 1,600
Minimum [Member]
Warranty [Line Items]
Product warranty, period	2 years
Maximum [Member]
Warranty [Line Items]
Product warranty, period	20 years
CENTRIA [Member] | Minimum [Member]
Warranty [Line Items]
Product warranty, period	5 years
CENTRIA [Member] | Maximum [Member]
Warranty [Line Items]
Product warranty, period	20 years
Scenario, Previously Reported [Member]
Warranty [Line Items]
Product warranty accrual, additions from acquisition		$ 2,357
Scenario, Adjustment [Member]
Warranty [Line Items]
Product warranty accrual, additions from acquisition	$ (800)

XML

DEFINED BENEFIT PLANS - Periodic Benefits Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 2	$ 0
Interest cost	477	483
Expected return on assets	(453)	(551)
Prior service cost amortization	(2)	(2)
Unrecognized net loss	292	361
Net periodic benefit cost	316	291
Funding contributions	371	234
RCC Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	450	483
Expected return on assets	(475)	(551)
Prior service cost amortization	(2)	(2)
Unrecognized net loss	292	361
Net periodic benefit cost	265	291
Funding contributions	211	234
CENTRIA [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	(3)	0
Interest cost	(11)	0
Expected return on assets	22	0
Prior service cost amortization	0	0
Unrecognized net loss	0	0
Net periodic benefit cost	8	0
Funding contributions	160	0
Other Segments [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	0
Interest cost	38	0
Expected return on assets	0	0
Prior service cost amortization	0	0
Unrecognized net loss	0	0
Net periodic benefit cost	43	0
Funding contributions	$ 0	$ 0

XML

DEFINED BENEFIT PLANS (Details) $ in Millions	3 Months Ended
	Jan. 31, 2016 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Multiemployer plans, minimum contribution	$ 0.3
Defined benefit pension plan, liabilities, noncurrent	0.7
RCC Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected future benefit payments, next rolling twelve months	0.8
CENTRIA [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected future benefit payments, next rolling twelve months	$ 0.5
CENTRIA Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, minimum annual contribution, percent	0.00%
Defined contribution plan, maximum annual contributions per employee, percent	25.00%

XML

LONG-TERM DEBT AND NOTE PAYABLE - Long-term Debt (Details) - USD ($) $ in Thousands	Jan. 31, 2016	Nov. 01, 2015
Debt Instrument [Line Items]
Current portion of long-term debt	$ 0	$ 0
Total long-term debt, net	$ 434,147	$ 444,147
4.25% Credit Agreement, Due June 2019 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	4.25%	4.25%
Long term debt, carrying amount	$ 184,147	$ 194,147
8.25% Senior Notes Due January 2023 [Member]
Debt Instrument [Line Items]
Long term debt, carrying amount	$ 250,000	$ 250,000
Debt instrument, interest rate, stated percentage	8.25%	8.25%
4.00% on May 3, 2015 and 4.75% on November 2, 2014 [Member]
Debt Instrument [Line Items]
Long term debt, carrying amount	$ 0	$ 0
Line of credit interest rate at period end	4.25%	4.00%

XML

LONG-TERM DEBT AND NOTE PAYABLE - Senior Notes (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jan. 31, 2016	Jan. 14, 2022	Jan. 14, 2021	Jan. 14, 2020	Jan. 14, 2019
Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	108.25%
Scenario, Forecast [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage		100.00%	102.063%	104.125%	106.188%
Maximum [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage of principal amount redeemed	40.00%
Prior to January 15, 2018 [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	100.00%
Senior Notes due January 2023 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	8.25%
Debt instrument, face amount	$ 250,000,000

XML

LONG-TERM DEBT AND NOTE PAYABLE LONG-TERM DEBT AND NOTE PAYABLE - Narrative (Details)	3 Months Ended	12 Months Ended
	Jan. 31, 2016 USD ($)	Nov. 01, 2015 USD ($)
Line of Credit Facility [Line Items]
Consolidated total net debt to EBITDA leverage ratio	3.44	3.54
Unamortized Deferred Financing Cost	$ 10,600,000	$ 11,100,000
Note payable	0	513,000
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Revolving loans outstanding	0	0
ABL Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity, line of credit	8,700,000	8,700,000
Letter of credit increase	30,000,000
Remaining borrowing capacity on line of credit	108,700,000	131,000,000
Minimum borrowing capacity for line of credit	16,300,000.0	$ 19,700,000.0
ABL Facility [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity, line of credit	$ 150,000,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.50%
Credit Agreement [Member]
Line of Credit Facility [Line Items]
Term loan principal amount	$ 250,000,000
Adjusted LIBOR floor rate	1.00%
Borrowing margin percentage	3.25%
Alternate base rate percentage	2.25%
Debt instrument, interest rate, stated percentage	4.25%	4.25%
Maximum [Member] | Base Rate [Member]
Line of Credit Facility [Line Items]
Line of credit interest rate at period end	1.25%
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Line of credit interest rate at period end	2.25%
Minimum [Member] | ABL Facility [Member]
Line of Credit Facility [Line Items]
Fixed charge coverage ratio	1
Minimum [Member] | Base Rate [Member]
Line of Credit Facility [Line Items]
Line of credit interest rate at period end	0.75%
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Line of credit interest rate at period end	1.75%
Eight Point Two Five Percent Senior Notes Due January 2023 [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage	8.25%	8.25%
Interest at Four Percentage On February 1, 2015 And Four Point Seven Five Percentage On November 2, 2014 [Member]
Line of Credit Facility [Line Items]
Line of credit interest rate at period end	4.25%	4.00%

XML

CD&R FUNDS (Details Textual) - shares	Jan. 31, 2016	Nov. 01, 2015
Schedule Of Cumulative Convertible Preferred Stock [Line Items]
Common stock, shares, issued	73,852,954	74,529,750

XML

STOCK REPURCHASE PROGRAM (Details) - Common Stock [Member] - USD ($) shares in Millions	1 Months Ended	3 Months Ended
	Mar. 03, 2016	Jan. 31, 2016
Class of Stock [Line Items]
Authorized stock repurchase amount		$ 50,000,000
Number of shares repurchased		0.4
Value of stock repurchased		$ 3,900,000
Remaining authorized repurchase amount		$ 46,100,000
Remaining shares authorized for repurchase		0.1
Subsequent Event [Member]
Class of Stock [Line Items]
Number of shares repurchased	0.7
Value of stock repurchased	$ 7,400,000

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Jan. 31, 2016	Nov. 01, 2015
Credit Agreement, Due June 2019 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 182,306	$ 193,662
Senior Notes due January 2023 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt, carrying amount	250,000	250,000
Long-term debt, fair value	253,750	263,750
Credit Agreement, Due June 2019 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt, carrying amount	$ 184,147	$ 194,147

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Nov. 01, 2015
Assets:
Fair value of assets on a recurring basis	$ 5,454		$ 5,889
Liabilities:
Fair value of liabilities on a recurring basis	4,685		5,164
Trading securities, unrealized holding gain (loss)	(400)	$ (100)
Fair Value, Inputs, Level 1 [Member]
Assets:
Fair value of assets on a recurring basis	4,778		5,216
Liabilities:
Fair value of liabilities on a recurring basis	0		0
Fair Value, Inputs, Level 2 [Member]
Assets:
Fair value of assets on a recurring basis	676		673
Liabilities:
Fair value of liabilities on a recurring basis	4,685		5,164
Fair Value, Inputs, Level 3 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Liabilities:
Fair value of liabilities on a recurring basis	0		0
Deferred Compensation Plan Liability [Member]
Liabilities:
Fair value of liabilities on a recurring basis	4,685		5,164
Deferred Compensation Plan Liability [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities:
Fair value of liabilities on a recurring basis	0		0
Deferred Compensation Plan Liability [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities:
Fair value of liabilities on a recurring basis	4,685		5,164
Deferred Compensation Plan Liability [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities:
Fair value of liabilities on a recurring basis	0		0
Short-term Investments [Member]
Assets:
Fair value of assets on a recurring basis	5,454		5,889
Short-term Investments [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair value of assets on a recurring basis	4,778		5,216
Short-term Investments [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair value of assets on a recurring basis	676		673
Short-term Investments [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Money Market [Member]
Assets:
Fair value of assets on a recurring basis	612		744
Money Market [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair value of assets on a recurring basis	612		744
Money Market [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Money Market [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Mutual Funds - Growth [Member]
Assets:
Fair value of assets on a recurring basis	678		764
Mutual Funds - Growth [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair value of assets on a recurring basis	678		764
Mutual Funds - Growth [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Mutual Funds - Growth [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Mutual Funds - Blend [Member]
Assets:
Fair value of assets on a recurring basis	2,826		2,984
Mutual Funds - Blend [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair value of assets on a recurring basis	2,826		2,984
Mutual Funds - Blend [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Mutual Funds - Blend [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Mutual Funds - Foreign Blend [Member]
Assets:
Fair value of assets on a recurring basis	662		724
Mutual Funds - Foreign Blend [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair value of assets on a recurring basis	662		724
Mutual Funds - Foreign Blend [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Mutual Funds - Foreign Blend [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Mutual Funds - Fixed Income [Member]
Assets:
Fair value of assets on a recurring basis	676		673
Mutual Funds - Fixed Income [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair value of assets on a recurring basis	0		0
Mutual Funds - Fixed Income [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair value of assets on a recurring basis	676		673
Mutual Funds - Fixed Income [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair value of assets on a recurring basis	$ 0		$ 0

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FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Thousands	Jan. 31, 2016	Nov. 01, 2015
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure, nonrecurring	$ 0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure, nonrecurring		$ 2,280
Assets Held-for-sale [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure, nonrecurring	$ 0
Assets Held-for-sale [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure, nonrecurring		$ 2,280

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INCOME TAXES (Details)	3 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	35.00%	35.00%
State income taxes	3.40%	5.30%
Domestic production activities deduction	(3.20%)	(3.10%)
Non-deductible expenses	0.90%	0.80%
Adjustment due to tax law change	(6.50%)	25.20%
Nontaxable gain from bargain purchase	(1.40%)	0.00%
Tax credits	(1.20%)	(0.00%)
Other	2.40%	(2.80%)
Effective tax rate	29.40%	60.40%

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OPERATING SEGMENTS (Details) $ in Thousands	3 Months Ended
	Jan. 31, 2016 USD ($) operating_segment	Feb. 01, 2015 USD ($)	Nov. 01, 2015 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | operating_segment	3
Total net sales	$ 370,014	$ 322,926
Total external net sales	370,014	322,926
Total operating income (loss)	15,259	4,571
Unallocated other expense	(6,914)	(5,381)
Loss before income taxes	8,345	(810)
Total assets	1,016,842		$ 1,079,729
Engineered Building Systems [Member]
Segment Reporting Information [Line Items]
Total net sales	148,975	149,799
Total external net sales	145,950	144,494
Total operating income (loss)	12,462	8,718
Total assets	204,632		218,646
Metal Components [Member]
Segment Reporting Information [Line Items]
Total net sales	230,456	172,789
Total external net sales	202,901	154,028
Total operating income (loss)	16,104	8,336
Total assets	641,064		654,762
Metal Coil Coating [Member]
Segment Reporting Information [Line Items]
Total net sales	51,206	55,610
Total external net sales	21,163	24,404
Total operating income (loss)	4,819	3,977
Total assets	74,869		81,456
Intersegment Sales [Member]
Segment Reporting Information [Line Items]
Total net sales	(60,623)	(55,272)
Corporate [Member]
Segment Reporting Information [Line Items]
Total operating income (loss)	(18,126)	$ (16,460)
Total assets	$ 96,277		$ 124,865