<PAGE> 1
As filed with the Securities and Exchange Commission on September 3, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0127701
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7301 FAIRVIEW
HOUSTON, TEXAS 77041
(713) 466-7788
(Address of registrant's principal executive offices)
NCI NONQUALIFIED STOCK OPTION PLAN
(Full Title of Plan)
-------------------
Johnie Schulte Copy to: John K. Sterling, Esq.
President and Chief Executive Officer Gardere & Wynne, L.L.P.
NCI Building Systems, Inc. 1601 Elm Street
7301 Fairview Suite 3000
Houston, Texas 77041 Dallas, Texas 75201
(713) 466-7788 (214) 999-4925
(Name and address, including zip code, and telephone number,
including area code, of registrant's agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION FEE
REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (1)(2) (2)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 500,000 shs. $35.63 $17,815,000.00 $5,398.48
==================================================================================================================================
</TABLE>
(1) There are also registered hereby such indeterminate number of shares
of Common Stock as may become issuable by reason of operation of the
anti-dilution provisions of the Plan described herein.
(2) Calculated pursuant to Rule 457(h), based on the price at which the
options may be exercised as to 500,000 shares, for which the exercise
price is not known, at $35.63 per share (the average of the high and
low prices for the Common Stock on August 29, 1997, as quoted in the
NASDAQ Stock Market).
(3) The number of shares which is being carried over from the prior
registration on Form S-8 No. 333-12921 is 201,526 and the portion of
the filing fee associated with those shares and paid with the earlier
registration statement is $2,091.28.
================================================================================
Shares of Common Stock of the registrant for issuance upon exercise of
employee stock options have been heretofore registered under Registration
Statements on Form S-8 Nos. 33-52080, 33-71106 and 333-12921 of the registrant.
These shares of Common Stock and the options are described in the Section 10(a)
prospectus for this registration statement in accordance with Rule 429 of the
General Rules and Regulations under the Securities Act of 1933, as amended.
================================================================================
<PAGE> 2
PART I
On December 12, 1996, the Board of Directors of the Registrant (the
"Board") adopted, subject to shareholder approval, an amended and restated
Stock Option Plan (the "Plan") which increases the number of shares available
for issuance under the Plan from 1,550,000 to 2,050,000, provides for the
automatic grants of options to non-employee directors, extends the expiration
date of the Plan from 1999 to 2009 and permits further amendments to the Plan
without shareholder approval (other than amendments to increase available
shares). The shareholders of the Registrant approved the amendments at the
Annual Meeting of Shareholders held on March 5, 1997. The contents of the
Registrant's Registration Statements on Form S-8 (File Nos. 33-52080, 33-71106
and 333-12921) filed with the Securities and Exchange Commission on September
16, 1992, November 2, 1993, and September 27, 1996, respectively, relating to
the Plan (the "Prior S-8's"), including the documents incorporated by reference
therein, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement.
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1996.
(2) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended January 31, 1997.
(3) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1997.
(4) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A, as
filed with the Securities and Exchange Commission on
February 22, 1992, which incorporated by reference the
section titled "Description of Capital Stock" contained in
the Prospectus filed with the Securities and Exchange
Commission on April 7, 1992 as part of the Registrant's
registration statement on Form S-1 (Registration No.
33-45612).
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. The consolidated financial statements of the Registrant appearing
in its latest Annual Report on Form 10-K filed with the Securities and Exchange
Commission on January 29, 1997, for the fiscal year ended October 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP, pertaining to such financial statements (to
the extent covered by consents filed with the Securities and Exchange
Commission) given upon the authority of such firm as experts in accounting and
auditing.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gardere & Wynne, L.L.P., 1601 Elm Street, Suite 3000, Dallas, Texas
75201, counsel for the Registrant, has rendered an opinion as to the legality
of the securities being registered hereby. John K. Sterling, a partner in
Gardere & Wynne, L.L.P., owns 7,000 shares of Common Stock of the Registrant.
II-1
<PAGE> 3
ITEM 8. EXHIBITS.
<TABLE>
<S> <C> <C>
* 4.7 Nonqualified Stock Option Plan, as amended and restated December 12, 1996
* 4.8 Form of Stock Option Agreement [Non-Employee Directors], as amended March 5, 1997
* 4.9 Form of Stock Option Agreement [Employees], as amended March 5, 1997
* 4.10 Form of Amendment to Stock Option Agreement [Directors]
* 4.11 Form of Amendment to Stock Option Agreement [Employees]
* 5.1 Opinion of Gardere & Wynne, L.L.P.
* 23.1 Consent of Ernst & Young LLP
23.2 Consent of Gardere & Wynne (included as part of Exhibit 5.1)
24 Power of Attorney (set forth on the signature pages of the registration statement)
</TABLE>
___________________
* filed herewith
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 2nd day of
September, 1997.
NCI BUILDING SYSTEMS, INC.
(Registrant)
By: /s/ JOHNIE SCHULTE
--------------------------------------
Johnie Schulte, President and Chief
Executive Officer
Each person whose signature appears below hereby constitutes and
appoints Johnie Schulte and Robert J. Medlock and each of them (with full power
in each of them to act alone), his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign and to file with the
Securities and Exchange Commission and the securities regulatory authorities of
the several states registration statements, any amendment or post-effective
amendments or any and all other documents in connection therewith, in
connection with the registration under the Securities Act of 1933, as amended,
or the registration or qualification under any applicable state securities laws
or regulations, of shares of Common Stock issuable pursuant to the Plan,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below in the City of Houston, State of Texas on the 2nd
day of September, 1997.
Name Title
/s/ JOHNIE SCHULTE President, Chief Executive Officer and Director
- ----------------------------- (a principal executive officer)
Johnie Schulte
/s/ ROBERT J. MEDLOCK Vice President and Chief Financial Officer
- ----------------------------- (principal financial officer)
Robert J. Medlock
/s/ T. C. ARNETT Director
- -----------------------------
T. C. Arnett
II-3
<PAGE> 5
Name Title
/s/ WILLIAM D. BREEDLOVE Director
- -----------------------------
William D. Breedlove
/s/ GARY L. FORBES Director
- -----------------------------
Gary L. Forbes
/s/ LEONARD F. GEORGE Director
- -----------------------------
Leonard F. George
/s/ ROBERT N. MCDONALD Director
- -----------------------------
Robert N. McDonald
/s/ C. A. RUNDELL, JR. Director
- -----------------------------
C. A. Rundell, Jr.
/s/ DANIEL D. ZABCIK Director
- -----------------------------
Daniel D. Zabcik
II-4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- -------------
<S> <C> <C>
* 4.7 Nonqualified Stock Option Plan, as amended and restated
December 12, 1996
* 4.8 Form of Stock Option Agreement [Non-Employee Directors],
as amended March 5, 1997
* 4.9 Form of Stock Option Agreement [Employees],
as amended March 5, 1997
* 4.10 Form of Amendment to Stock Option Agreement [Directors]
* 4.11 Form of Amendment to Stock Option Agreement [Employees]
* 5.1 Opinion of Gardere & Wynne, L.L.P.
* 23.1 Consent of Ernst & Young LLP
23.2 Consent of Gardere & Wynne (included as part of Exhibit 5.1)
24 Power of Attorney (set forth on the signature pages
of the registration statement)
</TABLE>
___________________
* filed herewith
<PAGE> 1
NCI BUILDING SYSTEMS, INC.
NONQUALIFIED STOCK OPTION PLAN
[AMENDED AND RESTATED AS OF DECEMBER 12, 1996]
On April 11, 1989, the Board of Directors of NCI Building Systems,
Inc. (then named National Components Incorporated), a Delaware corporation (the
"Company"). adopted the Nonqualified Stock Option Plan (the "Plan"). The
Company subsequently has amended the Plan from time to time.
On December 12, 1996, the Board of Directors of the Company amended
and restated the Plan in its entirety to, among other things, increase the
number of shares of Common Stock that may be made the subject of options under
the Plan, set forth the terms for the automatic grant of options to
Non-Employee Directors, extend the term of the Plan and provide that
stockholder approval of any amendments to the Plan shall not be required except
for an amendment that would increase the number of securities that may be
issued under the Plan.
The Plan, as so amended and restated on December 12, 1996, is as
follows:
1. PURPOSE. The purpose of the Plan is to provide certain key
employees and consultants (i.e., persons who provide management or consulting
services) of the Company and the Non-Employee Directors with a proprietary
interest in the Company through the granting of options which will
(a) increase the interest of the key employees,
consultants, and Non-Employee Directors in the Company's welfare;
(b) furnish an incentive to the key employees,
consultants, and Non-Employee Directors to continue their services for the
Company; and
(c) provide a means through which the Company may attract
able persons to enter its employ or to provide management and consulting
services to the Company or to serve as Non-Employee Directors.
2. ADMINISTRATION. The Plan will be administered and interpreted
by the Board. The Board may delegate to any Committee or Committees of the
Board the power and authority to grant options to any or all classes of key
employees of the Company and to administer and interpret the Plan as its
relates to such employees and any options granted to them.
3. PARTICIPANTS. The Board may from time to time select the
particular employees of and consultants to the Company and its Subsidiaries to
whom options are to be granted. Upon each such grant, the selected employee or
consultant will become a participant in the Plan. Each Non-Employee Director
of the Company shall be granted an option under the Plan from time to time as
provided herein and, upon the initial grant of an option, will become a
participant in the Plan.
<PAGE> 2
4. SHARES SUBJECT TO PLAN. The Board may not grant options under
the Plan for more than 2,050,000 shares of Common Stock of the Company, but
this number may be adjusted to reflect, if deemed appropriate by the Board, any
stock dividend, stock split, share combination, recapitalization or the like,
of or by the Company. Shares to be optioned and sold may be made available
from either authorized but unissued Common Stock or Common Stock held by the
Company in its treasury. Shares that by reason of the expiration of an option
or otherwise are no longer subject to purchase pursuant to an option granted
under the Plan may be reoffered under the Plan.
5. GRANT OF OPTIONS; ALLOTMENT OF SHARES.
(a) The Board shall determine the number of shares of
Common Stock to be offered from time to time by grant of options to key
employees of or consultants to the Company or its Subsidiaries. The grant of
an option to a key employee or consultant shall not be deemed either to entitle
the employee or consultant to, or to disqualify the employee or consultant
from, participation in any other grant of options under the Plan. The Board
may grant options to key employees or consultants after its amendment and
restatement on December 12, 1996 and prior to stockholder approval of the Plan.
If for any reason the stockholders of the Company do not approve the restated
Plan at their 1997 annual meeting (or any adjournment thereof), all options
granted to consultants, and all options granted to employees under the restated
Plan at a time when the aggregate number of shares subject to then outstanding
options exceeded the aggregate number of shares then available for issuance
pursuant to the Plan, will be terminated and of no effect and all other options
granted to employees during such period shall remain outstanding and shall be
governed by the Plan as it existed prior to its amendment and restatement on
December 12, 1996. No option that is so subject to termination may be
exercised in whole or in part prior to such stockholder approval.
(b) On the date of his or her initial election or
appointment to the Board, a Non-Employee Director of the Company shall be
granted an option to purchase 5,000 shares of Common Stock of the Company. On
the date of each annual stockholders meeting of the Company, each Non-Employee
Director of the Company shall be granted an option to purchase 1,000 shares of
Common Stock of the Company unless (i) the initial election of such
Non-Employee Director is at such annual stockholders meeting or (ii) the term
of such Non-Employee Director ends on such date and he or she is not elected to
an additional term at such annual stockholders meeting. No option may be
granted under this subsection prior to the date of the 1997 annual meeting of
stockholders of the Company (or any adjournment thereof).
6. OPTION AGREEMENTS. Options granted pursuant to the Plan shall
be evidenced by stock option agreements containing such terms and provisions as
are approved by the Board but not inconsistent with the Plan. The Company
shall execute stock option agreements upon instructions from the Board.
Options granted under the Plan prior to its amendment and restatement on
December 12, 1996 shall continue in effect in accordance with the terms of
their original grant and the option agreements executed in connection therewith
and, if the restated Plan is approved by stockholders of the Company at their
1997 annual meeting, shall be entitled to the benefit of any amendments to the
Plan so approved that favorably modify the rights of the participants.
-2-
<PAGE> 3
7. OPTION PRICE.
(a) With respect to options granted to key employees or
consultants, the option price shall be not less than 100% of the fair market
value per share of the Common Stock on the date of grant. The Board shall
determine the fair market value of the Common Stock, and shall set forth the
determination in its minutes, using any reasonable valuation method. Unless
the Board determines that another valuation method should be used for a
particular grant, the fair market value of the Common Stock shall be deemed to
be the last sale price of the Common Stock of the Company on the major
securities exchange or market on which it is traded on the last trading day
immediately preceding the date of grant.
(b) With respect to options granted to Non-Employee
Directors, the option price shall be equal to 100% of the fair market value per
share of the Common Stock on the date of grant, which for these purposes shall
be deemed to be the last sale price of the Common Stock of the Company on the
major securities exchange or market on which it is traded on the last trading
day immediately preceding the date of grant.
8. OPTION PERIOD; VESTING.
(a) The Option Period for options granted to key
employees and consultants will begin on the date the option is granted, which
will be the date the Board authorizes the option unless the Board specifies a
later date. No option may terminate later than ten years from the date the
option is granted. The Board or the Committee may provide for the options to
vest and become exercisable in installments and upon such other terms,
conditions and restrictions as it may determine. The Board may provide for
earlier termination of the option and the Option Period in the case of
termination of the employment or consulting relationship, or for any other
reason. If the employee or consultant dies or becomes permanently disabled (as
determined in the sole discretion of the Board or Committee) while serving in
the employment of or as a consultant to the Company or retires from such
employment or consulting relationship at or after Normal Retirement Age, or if
there occurs a Change in Control, then 100% of the shares subject to his or her
options will become vested and will be available thereafter for purchase during
the Option Period.
(b) The Option Period for options granted to a
Non-Employee Director will begin on the date the option is granted and will
terminate on the earlier of (i) the tenth anniversary of the date of grant;
(ii) the 30th day after the Non-Employee Director is no longer a director of
the Company for a reason other than death, permanent disability (as determined
in the sole discretion of the Board or Committee) or retirement at or after the
Normal Retirement Age; or (iii) one year after death or permanent disability
(as determined in the sole discretion of the Board or Committee) of the
Non-Employee Director or after his or her retirement as a director of the
Company at or after the Normal Retirement Age. On the anniversary of the date
of grant of each such option, 25% of the shares subject to the option will
become vested and will be available thereafter for purchase during the Option
Period, provided that from the date of grant through such vesting date the
Non-Employee Director had served continuously as a director of the Company. If
the Non-Employee Director dies or becomes permanently disabled (as determined
in the sole discretion of the Board or Committee) while serving as a director
of the Company or retires as a director of the Company at or after Normal
-3-
<PAGE> 4
Retirement Age, or if there occurs a Change in Control, then 100% of the shares
subject to the option will become vested and will be available thereafter for
purchase during the Option Period.
9. RIGHTS OF ESTATE OR BENEFICIARIES IN EVENT OF DEATH. If a
participant dies prior to termination of his or her right to exercise an option
in accordance with the provisions of the Plan or his or her stock option
agreement without having totally exercised the option, the option may be
exercised during the remainder of the Option Period by the participant's estate
or by the person who acquired the right to exercise the option by bequest or
inheritance or by reason of the death of the participant, provided the option
is exercised prior to the date of expiration of the Option Period or one year
from the date of the participant's death, whichever first occurs.
10. PAYMENT. Full payment for shares of Common Stock purchased
upon exercising an option shall be made in cash or by check at the time of
exercise, or on such other terms as are set forth in the applicable option
agreement. No shares of Common Stock may be issued until full payment of the
purchase price therefor has been made, and a participant will have none of the
rights of a stockholder until shares are issued to him.
11. EXERCISE OF OPTION. Unless otherwise provided in this Plan,
all options granted under the Plan may be exercised during the Option Period at
such times, in such amounts, in accordance with such terms and subject to such
restrictions as are set forth in the applicable stock option agreements. In no
event may an option be exercised or shares be issued pursuant to an option if
any requisite action, approval or consent of any governmental authority of any
kind having jurisdiction over the exercise of options shall not have been taken
or secured.
12. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of shares
of Common Stock covered by each outstanding option granted under the Plan
(including those held by Non-Employee Directors) and the option price may be
adjusted to reflect, as deemed appropriate by the Board, any stock dividend,
stock split, share combination, exchange of shares, recapitalization, merger,
consolidation, separation, reorganization, liquidation or the like, of or by
the Company. The number of shares to be made the subject of an initial grant
and annual grants to Non-Employee Directors, as set forth in Section 5 hereof,
shall not be adjusted for any stock dividend or stock split that may occur
prior to the grant, but shall be adjusted to reflect any share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company that occurs prior
to the grant, in the same manner as outstanding options held by all
participants are adjusted by the Board. If a Change of Control shall occur,
the holder of an option will be entitled to receive, for the aggregate exercise
price payable upon exercise of his or her option and in lieu of the Common
Stock or other consideration otherwise issuable to him or her upon exercise of
the option, the same kind and amount of securities or assets as may be
distributable, in or pursuant to the transaction or transactions resulting in
the Change of Control, to a holder of the same number of outstanding shares of
Common Stock of the Company as the number of shares of Common Stock of the
Company that are subject to the option immediately prior to such transaction or
transactions.
13. NON-ASSIGNABILITY. Options may not be transferred other than
by will or by the laws of descent and distribution. During a participant's
lifetime, options granted to a participant may be exercised only by the
participant.
-4-
<PAGE> 5
14. INTERPRETATION. The Board shall interpret the Plan and shall
prescribe such rules and regulations in connection with the operation of the
Plan as it determines to be advisable for the administration of the Plan. The
Board may rescind and amend its rules and regulations.
15. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or
discontinued by the Board without the approval of the stockholders of the
Company, except that any amendment that would materially increase the number of
securities that may be issued under the Plan must be approved by the
stockholders of the Company. The Plan may not be amended more than once in any
six-month period to modify any of the terms or provisions of the Plan relating
to options granted or that may be granted to Non-Employee Directors, unless the
amendment is required to comply with changes in tax laws and regulations or
with laws and regulations governing employee benefit plans and programs.
16. EFFECT OF PLAN. Neither the adoption of the Plan nor any
action of the Board shall be deemed to give any officer, employee, or
consultant or director any right to be granted an option to purchase Common
Stock of the Company or any other rights except as may be evidenced by the
stock option agreement, or any amendment thereto, duly authorized by the Board
and executed on behalf of the Company and then only to the extent and on the
terms and conditions expressly set forth therein and in the Plan.
17. TERM. Unless sooner terminated by action of the Board, this
Plan will terminate on April 10, 2009. The Board may not grant options under
the Plan after that date, but options granted before that date will continue to
be effective in accordance with their terms (subject to the condition of
obtaining stockholder approval with respect to certain options as set forth in
Section 5(a)).
18. DEFINITIONS. For the purpose of this Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated:
(a) "Board" means the Board of Directors of the Company.
(b) "Change of Control" means any sale of substantially
all of the assets of the Company, or any merger, consolidation or corporate
reorganization of the Company, or any tender offer or exchange offer for stock
of the Company, as a result of which the holders of Common Stock of the Company
immediately prior to the consummation of such transactions or series of
transactions own or could own capital stock representing less than 50.1% of the
equity or less than 50.1% of the voting power of all classes of stock of the
surviving, resulting or purchasing corporation that is outstanding immediately
following the consummation thereof.
(c) "Committee" means any committee of the Board to which
it has delegated the power and authority to grant options to any or all classes
of key employees of the Company and to administer and interpret the Plan as its
relates to such employees or consultants and any options granted to them.
(d) "Common Stock" means the Company's Common Stock, $.01
par value, which the Company is currently authorized to issue or may in the
future be authorized to issue (as long as the common stock varies from that
currently authorized, if at all, only in amount of par value).
-5-
<PAGE> 6
(e) "Non-Employee Director" means an independent director
who:
(1) Is not currently an officer of the Company or
a Subsidiary, or otherwise currently employed by the Company or a
Subsidiary;
(2) Does not receive compensation, either
directly or indirectly, from the Company or a Subsidiary for services
rendered as a consultant or in any capacity other than as a director,
except for an amount that does not exceed the dollar amount for which
the disclosure would be required under the Securities Acts;
(3) Does not possess an interest in any other
transaction for which disclosure would be required under the
Securities Acts; and
(4) Is not engaged in a business relationship for
which disclosure would be required pursuant to the Securities Acts.
(f) "Nonqualified Option" means an option granted under
the Plan which is not intended to be an option that satisfies the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended.
(g) "Normal Retirement Age" means the age established by
the Board from time to time as the normal age for retirement of a director or
employee, as applicable. In the absence of a determination by the Board, the
Normal Retirement Age of Non-Employee Directors shall be deemed to be 70 years
of age and, for all other participants, shall be deemed to be 65 years of age.
(h) "Option Period" means the period beginning on the
date of grant of an option and terminating on the last day an option may be
exercised, as provided in the Plan or, if applicable, the related stock option
agreement.
(i) "Plan" means the NCI Building Systems, Inc.
Nonqualified Stock Option Plan, as amended and restated as of December 12,
1996, as hereafter amended from time to time.
(j) "Securities Acts" means the Securities Act of 1933
and the Securities Exchange Act of 1934, as amended, and the regulations issued
thereunder.
(k) "Subsidiary" means any corporation in an unbroken
chain of corporations beginning with the Company if, at the time of the
granting of the option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain, and "Subsidiaries" means more than one of any such
corporations.
-6-
<PAGE> 1
[NON-EMPLOYEE
DIRECTORS]
NCI BUILDING SYSTEMS, INC.
STOCK OPTION AGREEMENT
- --------------------------------------------------------------------------------
NCI Building Systems, Inc. (the "Company") hereby grants an option to
purchase shares of its Common Stock, $0.01 par value, to:
---------------------------
Optionee
The option is granted on the following terms and conditions:
1. NUMBER OF SHARES AND PRICE. The number of shares subject to
this option, and the exercise price, are:
------------------ -------------------
Number of Shares Exercise Price
Per Share
2. OPTION PERIOD. The term of this option (the "Option Period")
will commence on the date of grant noted below, and will expire at 5:00 o'clock
p.m. Houston time on the earlier of (i) the 30th day after termination of
Optionee's directorship with the Company for any reason other than death,
permanent disability (as determined in the sole discretion of the Board of
Directors of the Company) or retirement at or after Normal Retirement Age; (ii)
one year after the death or permanent disability of Optionee or the retirement
of Optionee at or after Normal Retirement Age; or (iii) the expiration date
noted below. After the expiration date, no further shares may be purchased
under this option.
------------------ -------------------
Date of Grant Expiration Date
3. VESTING. Effective on each anniversary of the date of grant
of this option, 25% of the option shares shall become vested and will be
available thereafter for purchase by Optionee during the remaining term of the
Option Period, provided that, on each such vesting date, the Optionee has
served continuously as a director of the Company since the date of grant of
this option. If the Optionee dies or becomes permanently disabled (as
determined in the sole discretion of the Board of Directors of the Company) or
retires from such directorship at or after Normal Retirement Age, 100% of the
shares subject to his options will become vested and immediately available for
purchase by the Optionee, or in the case
<PAGE> 2
of death of the Optionee, by the person(s) specified in Section 7(b) of this
Agreement.
4. VESTING UPON CHANGE OF CONTROL. If the Company proposes to
sell substantially all of its assets or to be a party to any merger,
consolidation or corporate reorganization, or if any other person or entity
makes a tender or exchange offer for stock of the Company, and as a result of
any such transaction the stockholders of the Company immediately prior to the
consummation thereof would own 50.1% or less of the equity or voting power of
the surviving, resulting or purchasing corporation that is outstanding
immediately following the consummation thereof, then 100% of the option shares
will become vested and immediately available for purchase by Optionee, and the
Optionee will be entitled to receive, for the aggregate exercise price payable
upon exercise of this option, in lieu of the Common Stock otherwise issuable to
him upon exercise of this option, the same kind and amount of securities or
assets as may be distributable upon such sale, merger, consolidation or
corporate reorganization, to a holder of the number of shares of Common Stock
of the company into which this option is convertible immediately prior to the
date of such transactions.
5. EXERCISE OF OPTION. Subject to Section 6 below, this option
shall be exercisable at any time and from time to time after the date of grant
and on or prior to its expiration date, in whole or in part with respect to any
portion of the option shares that has become vested 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
Optionee.
6. RIGHT TO EXERCISE; RESTRICTIONS. This option shall be
exercisable during its term only by Optionee and only if, at the time of
exercise, Optionee has served as director of the Company since the date of
grant of this option, except that:
(a) Optionee may exercise this option, with respect only
to shares that were vested on the date of termination of his
directorship with the Company, for a period of thirty days after such
termination;
(b) If Optionee should die while serving as a director of
the Company, this option may be exercised by the estate of Optionee or
by a person who acquired the right to exercise this option by bequest
or inheritance or by reason of the death of Optionee for a period of
one year after the death of Optionee; and
(c) If Optionee should become permanently disabled (as
determined in the sole discretion of the Board of Directors of the
Company) or retire at or after Normal Retirement Age while
2
<PAGE> 3
serving as a director of the Company, Optionee may exercise this
option for a period of one year after such event.
For purposes of this option, a director shall have served continuously
as a director until such director resigns from the Board of Directors, is
removed with or without cause by the Board of Directors or stockholders or
fails to be re-elected as a director upon the expiration of his current term.
This option 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.
7. MANNER OF EXERCISE. This option shall be exercisable by a
written notice which:
(a) States the election to exercise this option and the
number of shares with respect to which it is being exercised;
(b) 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 the Optionee's investment
intent as such counsel may require; and
(c) Is signed by the Optionee or other person or persons
authorized to exercise this option and, if signed by a person other
than the Optionee, is accompanied by appropriate evidence or proof of
the authority or right of such person to exercise this option.
The written notice shall be accompanied by cash or a check in the amount of the
exercise price for the total number of shares being purchased.
8. NON-TRANSFERABILITY. This option may not be transferred or
assigned in any manner by Optionee otherwise than by will or the laws of
descent and distribution, and may be exercised only by Optionee during his
lifetime.
9. RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a
stockholder with respect to any shares covered by this option, until such time
as a certificate is issued to him for the shares. Except as provided in
Section 10, no adjustment will be made for dividends or other rights of
stockholders for which the record date is prior to the issuance of a
certificate for the shares.
10. CAPITAL ADJUSTMENTS. If all or any portion of this option is
exercised subsequent to any stock dividend, stock split,
3
<PAGE> 4
combination or exchange of shares, recapitalization, merger, consolidation,
separation, reorganization or other similar transaction of or by the Company,
as a result of which shares of any class are issued with respect to outstanding
shares of Common Stock of the Company or the shares of Common Stock are changed
into the same or a different number of shares of the same or another class or
classes of shares, Optionee will be entitled to receive, for the aggregate
exercise price payable upon exercise of this option, the aggregate number and
class of shares equal to the number and class of shares the Optionee would have
had on the date of exercise had the shares been purchased for the same
aggregate purchase price at the date this option was granted and had not been
disposed of, taking into consideration such stock dividend, stock split,
combination or exchange of shares, recapitalization, merger, consolidation,
separation, reorganization or other similar transaction; provided that no
fractional share will be issued upon any such exercise and the aggregate price
paid will be appropriately reduced on account of any fractional share not
issued.
11. RESERVATION OF SHARES. The Company will reserve, out of its
treasury shares or out of authorized but previously unissued shares, such
number of the shares of its Common Stock or other class of shares as are from
time to time issuable hereunder.
12. NOTICES. Each notice relating to this option will be in
writing and delivered in person or by certified mail to the proper address.
Each notice will be deemed to have been given on the date it is received.
Notices to the Company will be mailed or delivered to it at its principal
office, 7301 Fairview, Houston, Texas, 77041 Attention: Secretary. Notices to
Optionee will be addressed to Optionee at his home address as reflected on the
personnel records of the Company. Any party may change its address for notices
under this option by giving a notice to that effect in accordance with this
Section 12.
13. BENEFITS OF AGREEMENT. This option agreement shall inure to
the benefit of and be binding upon each successor of the Company, and upon the
heirs, legal representatives and successors of Optionee. This option agreement
shall be the sole and exclusive source of any and all rights which Optionee,
his heirs, legal representatives or successors may have with respect to the
shares subject to this option.
14. RESOLUTION OF DISPUTES. Any dispute or disagreement about the
interpretation, construction or application of this option agreement will be
determined by the Board of Directors of the Company. Any determination made by
the Board of Directors will be final, binding and conclusive for all purposes.
15. STOCK OPTION PLAN. This option is granted pursuant to the NCI
Nonqualified Stock Option Plan as amended from time to
4
<PAGE> 5
time. In the event of any conflict or inconsistency between the terms and
conditions of the Plan and the terms and conditions of this option agreement,
the terms and provisions of the Plan shall be controlling. Capitalized terms
used in this option agreement and not otherwise deferred herein shall have the
meanings set forth in the Plan.
IN WITNESS WHEREOF, the Company and Optionee have caused this option
agreement to be executed as of the date of grant noted above.
OPTIONEE NCI BUILDING SYSTEMS, INC.
By:
- ----------------------------- --------------------------------------
Optionee C. A. Rundell, Jr.
Chairman of the Board
5
<PAGE> 1
[EMPLOYEES]
NCI BUILDING SYSTEMS, INC.
STOCK OPTION AGREEMENT
- --------------------------------------------------------------------------------
NCI Building Systems, Inc. (the "Company") hereby grants an option to
purchase shares of its Common Stock, $0.01 par value, to:
---------------------------
Optionee
The option is granted on the following terms and conditions:
1. NUMBER OF SHARES AND PRICE. The number of shares subject to
this option, and the exercise price, are:
------------------ ----------------------
Number of Shares Exercise Price
Per Share
2. OPTION PERIOD. The term of this option (the "Option Period")
will commence on the date of grant noted below, and will expire at 5:00 o'clock
p.m. Houston time on the earlier of (i) the 30th day after termination of
Optionee's continuing employment or consulting relationship with the Company
for any reason other than death, permanent disability (as determined in the
sole discretion of the Board of Directors of the Company) or retirement at or
after Normal Retirement Age; (ii) one year after the death or permanent
disability of Optionee or the retirement of Optionee at or after Normal
Retirement Age; or (iii) the expiration date noted below. After the expiration
date, no further shares may be purchased under this option.
---------------------- ----------------------
Date of Grant Expiration Date
3. VESTING. Effective on each anniversary of the date of grant
of this option, 25% of the option shares shall become vested and will be
available thereafter for purchase by Optionee during the remaining term of the
Option Period, provided that, on each such vesting date, the Optionee has been
in a continuing employment or consulting relationship with the Company since
the date of grant of this option. If the Optionee dies or becomes permanently
disabled (as determined in the sole discretion of the Board of Directors of the
Company or a Committee appointed by the Board) or retires from such employment
or consulting relationship at or after Normal Retirement Age, 100% of the
shares subject to his options
<PAGE> 2
will become vested and immediately available for purchase by the Optionee, or
in the case of death of the Optionee, by the person(s) specified in Section
7(b) of this Agreement.
4. VESTING UPON CHANGE OF CONTROL. If the Company proposes to
sell substantially all of its assets or to be a party to any merger,
consolidation or corporate reorganization, or if any other person or entity
makes a tender or exchange offer for stock of the Company, and as a result of
any such transaction the stockholders of the Company immediately prior to the
consummation thereof would own 50.1% or less of the equity or voting power of
the surviving, resulting or purchasing corporation that is outstanding
immediately following the consummation thereof, then 100% of the option shares
will become vested and immediately available for purchase by Optionee, and the
Optionee will be entitled to receive, for the aggregate exercise price payable
upon exercise of this option, in lieu of the Common Stock otherwise issuable to
him upon exercise of this option, the same kind and amount of securities or
assets as may be distributable upon such sale, merger, consolidation or
corporate reorganization, to a holder of the number of shares of Common Stock
of the company into which this option is convertible immediately prior to the
date of such transactions.
5. EXERCISE OF OPTION. Subject to Section 6 below, this option
shall be exercisable at any time and from time to time after the date of grant
and on or prior to its expiration date, in whole or in part with respect to any
portion of the option shares that has become vested 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
Optionee.
6. RIGHT TO EXERCISE; RESTRICTIONS. This option shall be
exercisable during its term only by Optionee and only if, at the time of
exercise, Optionee has been in a continuing employment or consulting
relationship with the Company since the date of grant of this option, except
that:
(a) Optionee may exercise this option, with respect only
to shares that were vested on the date of termination of his
continuing employment or consulting relationship with the Company and
its subsidiaries, for a period of thirty days after such termination;
(b) If Optionee should die while in a continuing
employment or consulting relationship with the Company, this option
may be exercised by the estate of Optionee or by a person who acquired
the right to exercise this option by bequest or inheritance or by
reason of the death of Optionee for a period of one year after the
death of Optionee; and
2
<PAGE> 3
(c) If Optionee should become permanently disabled (as
determined in the sole discretion of the Board of Directors of the
Company) or retire at or after Normal Retirement Age while in a
continuing employment or consulting relationship with the Company and
its subsidiaries, Optionee may exercise this option for a period of
one year after such event.
For purposes of this option, the term "continuing employment or
consulting relationship" means the absence of any interruption or termination
of Optionee's employment by or consulting relationship with the Company or any
subsidiary of the Company which now exists or hereafter is organized or
acquired by the Company or one of its subsidiaries. A continuing employment or
consulting relationship shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Board of
Directors of the Company. If the Optionee's employment or consulting
relationship is terminated for any reason (including disability or retirement
from active employment) but simultaneously therewith the Optionee becomes a
member of the Board of Directors of the Company or is already a member, the
employment or consulting relationship will be deemed to be a continuing
employment or consulting relationship as long as the Optionee serves as a
member of the Board of Directors and (if otherwise applicable) he shall not be
deemed to have retired until termination of or retirement from his membership
on the Board of Directors.
This option 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.
7. MANNER OF EXERCISE. This option shall be exercisable by a
written notice which:
(a) States the election to exercise this option and the
number of shares with respect to which it is being exercised;
(b) 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 the Optionee's investment
intent as such counsel may require; and
(c) Is signed by the Optionee or other person or persons
authorized to exercise this option and, if signed by a person other
than the Optionee, is accompanied by appropriate evidence or proof of
the authority or right of such person to exercise this option.
3
<PAGE> 4
The written notice shall be accompanied by cash or a check in the amount of the
exercise price for the total number of shares being purchased.
8. NON-TRANSFERABILITY. This option may not be transferred or
assigned in any manner by Optionee otherwise than by will or the laws of
descent and distribution, and may be exercised only by Optionee during his
lifetime.
9. RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a
stockholder with respect to any shares covered by this option, until such time
as a certificate is issued to him for the shares. Except as provided in
Section 10, no adjustment will be made for dividends or other rights of
stockholders for which the record date is prior to the issuance of a
certificate for the shares.
10. CAPITAL ADJUSTMENTS. If all or any portion of this option is
exercised subsequent to any stock dividend, stock split, combination or
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization or other similar transaction of or by the Company, as a result
of which shares of any class are issued with respect to outstanding shares of
Common Stock of the Company or the shares of Common Stock are changed into the
same or a different number of shares of the same or another class or classes of
shares, Optionee will be entitled to receive, for the aggregate exercise price
payable upon exercise of this option, the aggregate number and class of shares
equal to the number and class of shares the Optionee would have had on the date
of exercise had the shares been purchased for the same aggregate purchase price
at the date this option was granted and had not been disposed of, taking into
consideration such stock dividend, stock split, combination or exchange of
shares, recapitalization, merger, consolidation, separation, reorganization or
other similar transaction; provided that no fractional share will be issued
upon any such exercise and the aggregate price paid will be appropriately
reduced on account of any fractional share not issued.
11. RESERVATION OF SHARES. The Company will reserve, out of its
treasury shares or out of authorized but previously unissued shares, such
number of the shares of its Common Stock or other class of shares as are from
time to time issuable hereunder.
12. NOTICES. Each notice relating to this option will be in
writing and delivered in person or by certified mail to the proper address.
Each notice will be deemed to have been given on the date it is received.
Notices to the Company will be mailed or delivered to it at its principal
office, 7301 Fairview, Houston, Texas, 77041 Attention: Secretary. Notices to
Optionee will be addressed to Optionee at his home address as reflected on the
personnel records of the Company. Any party may change its address for notices
under
4
<PAGE> 5
this option by giving a notice to that effect in accordance with this Section
12.
13. BENEFITS OF AGREEMENT. This option agreement shall inure to
the benefit of and be binding upon each successor of the Company, and upon the
heirs, legal representatives and successors of Optionee. This option agreement
shall be the sole and exclusive source of any and all rights which Optionee,
his heirs, legal representatives or successors may have with respect to the
shares subject to this option.
14. RESOLUTION OF DISPUTES. Any dispute or disagreement about the
interpretation, construction or application of this option agreement will be
determined by the Board of Directors of the Company or a Committee appointed by
the Board. Any determination made by the Board of Directors or a Committee
appointed by the Board will be final, binding and conclusive for all purposes.
15. STOCK OPTION PLAN. This option is granted pursuant to the NCI
Nonqualified Stock Option Plan as amended from time to time. In the event of
any conflict or inconsistency between the terms and conditions of the Plan and
the terms and conditions of this option agreement, the terms and provisions of
the Plan shall be controlling. Capitalized terms used in this option agreement
and not otherwise deferred herein shall have the meanings set forth in the
Plan.
IN WITNESS WHEREOF, the Company and Optionee have caused this option
agreement to be executed as of the date of grant noted above.
OPTIONEE NCI BUILDING SYSTEMS, INC.
By:
- ----------------------------- --------------------------------------
Optionee C. A. Rundell, Jr.
Chairman of the Board
5
<PAGE> 1
[DIRECTORS]
AMENDMENT
TO
STOCK OPTION AGREEMENT
- --------------------------------------------------------------------------------
The Stock Option Agreement (hereinafter referred to as the "Option
Agreement"), dated ______________, between NCI Building Systems, Inc. (the
"Company") and ___________________________________ (the "Optionee"), is hereby
amended as described below:
1. The first sentence of Section 2 of the Option
Agreement is amended to read as follows:
"The term of this option (the "Option Period") will commence
on the date of grant noted below, and will expire at 5:00
o'clock p.m. Houston time on the earlier of (i) the 30th day
after termination of Optionee's directorship with the Company
for any reason other than death, permanent disability (as
determined in the sole discretion of the Board of Directors of
the Company) or retirement at or after Normal Retirement Age;
(ii) one year after the death or permanent disability of
Optionee or the retirement of Optionee at or after Normal
Retirement Age; or (iii) the expiration date noted below."
2. The following sentence is added at the end of Section
3 of the Option Agreement:
"If the Optionee dies or becomes permanently disabled (as
determined in the sole discretion of the Board of Directors of
the Company) or retires form such employment or consulting
relationship at or after Normal Retirement Age, 100% of the
shares subject to his options will become vested and
immediately available for purchase by the Optionee, or in the
case of death of the Optionee, by the person(s) specified in
Section 7(b) of this Agreement during the Option Period."
3. In Section 4 of the Option Agreement, the phase "50%
or less of the common stock" is amended to read "50.1% or less of the
equity or voting power."
4. Section 6(b) of the Option Agreement is amended to
read as follows:
"If Optionee should die while serving as a director of the
Company, this option may be exercised by the estate of
Optionee or by a person who acquired the right to exercise
this option by bequest or inheritance or by reason of the
death of Optionee for a period of one year after the death of
Optionee."
<PAGE> 2
6. Section 6 of the Option Agreement is further amended
by adding subsection (c) as follows:
"(c) If Optionee should become permanently disabled (as
determined in the sole discretion of the Board of Directors of
the Company) or retire at or after Normal Retirement Age while
serving as a director of the Company, Optionee may exercise
this option for a period of one year after such event."
7. The Option Agreement is further amended to add the
following as a new Section 15:
"15. STOCK OPTION PLAN. This option is granted pursuant
to the NCI Nonqualified Stock Option Plan as amended from time
to time. In the event of any conflict or inconsistency
between the terms and conditions of the Plan and the terms and
conditions of this option agreement, the terms and provisions
of the Plan shall be controlling. Capitalized terms used in
this option agreement and not otherwise deferred herein shall
have the meanings set forth in the Plan."
IN WITNESS WHEREOF, the Company and Optionee have executed this
Amendment to Stock Option agreement on the date shown opposite each signature.
NCI BUILDING SYSTEMS, INC.
DATED: By:
------------------------- ---------------------------------
C.A. Rundell, Jr.
Chairman of the Board
OPTIONEE
DATED: By:
------------------------- ---------------------------------
Optionee
<PAGE> 1
[EMPLOYEES]
AMENDMENT
TO
STOCK OPTION AGREEMENT
- --------------------------------------------------------------------------------
The Stock Option Agreement (hereinafter referred to as the "Option
Agreement"), dated ________________________, between NCI Building Systems, Inc.
(the "Company") and __________________________________________ (the
"Optionee"), is hereby amended as described below:
1. Any reference to "continuous employment" shall be deemed
to mean "continuous employment or consulting relationship" or words of
similar import.
2. The first sentence of Section 2 of the Option Agreement is
amended to read as follows:
"The term of this option (the "Option Period") will commence
on the date of grant noted below, and will expire at 5:00
o'clock p.m. Houston time on the earlier of (i) the 30th day
after termination of Optionee's continuing employment or
consulting relationship with the Company for any reason other
than death, permanent disability (as determined in the sole
discretion of the Board of Directors of the Company) or
retirement at or after Normal Retirement Age; (ii) one year
after the death or permanent disability of Optionee or the
retirement of Optionee at or after Normal Retirement Age; or
(iii) the expiration date noted below."
3. The following sentence is added at the end of Section 3 of
the Option Agreement:
"If the Optionee dies or becomes permanently disabled (as
determined in the sole discretion of the Board of Directors of
the Company or a Committee appointed by the Board) or retires
from such employment or consulting relationship at or after
Normal Retirement Age, 100% of the shares subject to his
options will become vested and immediately available for
purchase by the Optionee, or in the case of death of the
Optionee, by the person(s) specified in Section 7(b) of this
Agreement during the Option Period."
4. In Section 4 of the Option Agreement, the phrase "50% or
less of the common stock" is amended to read "50.1% or less of the
equity or voting power."
<PAGE> 2
5. Section 6(b) of the Option Agreement is amended to read as
follows:
"If Optionee should die while in a continuing employment or
consulting relationship with the Company, this option may be
exercised by the estate of Optionee or by a person who
acquired the right to exercise this option by bequest or
inheritance or by reason of the death of Optionee for a period
of one year after the death of Optionee."
6. Section 6 of the Option Agreement is further amended
by adding subsection (c) as follows:
"(c) If Optionee should become permanently disabled (as
determined in the sole discretion of the Board of Directors of
the Company) or retire at or after Normal Retirement Age while
in a continuing employment or consulting relationship with the
Company and its subsidiaries, Optionee may exercise this
option for a period of one year after such event."
7. Section 6 of the Option Agreement is further amended
by replacing the paragraph defining "continuous employment" with the
following paragraph defining "continuous employment or consulting
relationship":
"For purposes of this option, the term `continuing
employment or consulting relationship' means the
absence of any interruption or termination of
Optionee's employment by or consulting relationship
with the Company or any subsidiary of the Company
which now exists or hereafter is organized or
acquired by the Company or one of its subsidiaries.
A continuing employment or consulting relationship
shall not be considered interrupted in the case of
sick leave, military leave or any other leave of
absence approved by the Board of Directors of the
Company. If the Optionee's employment or consulting
relationship is terminated for any reason (including
disability or retirement from active employment) but
simultaneously therewith the Optionee becomes a
member of the Board of Directors of the Company or is
already a member, the employment or consulting
relationship will be deemed to be a continuing
employment or consulting relationship as long as the
Optionee serves as a member of the Board of Directors
and (if otherwise applicable) he shall not be deemed
to have retired until termination of or retirement
from his membership on the Board of Directors."
- 2 -
<PAGE> 3
8. The Option Agreement is further amended to add the
following as a new Section 15:
"15. STOCK OPTION PLAN. This option is granted pursuant
to the NCI Nonqualified Stock Option Plan as amended from time
to time. In the event of any conflict or inconsistency
between the terms and conditions of the Plan and the terms and
conditions of this option agreement, the terms and provisions
of the Plan shall be controlling. Capitalized terms used in
this option agreement and not otherwise deferred herein shall
have the meanings set forth in the Plan."
IN WITNESS WHEREOF, the Company and Optionee have executed this
Amendment to Stock Option Agreement on the date shown opposite each signature.
NCI BUILDING SYSTEMS, INC.
DATED: By:
-------------------- ------------------------------------
C.A. Rundell, Jr.
Chairman of the Board
OPTIONEE
DATED: By:
-------------------- ------------------------------------
Optionee
- 3 -
<PAGE> 1
(214) 999-3000
September 2, 1997
NCI Building Systems, Inc.
7301 Fairview
Houston, Texas 77041
Gentlemen:
We have served as counsel for NCI Building Systems, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to
500,000 shares of Common Stock of the Company (the "Shares") to be issued and
sold by the Company pursuant to the Company's Nonqualified Stock Option Plan
(the "Option Plan").
With respect to the foregoing, we have examined such documents and
questions of law as we have deemed necessary to render the opinion expressed
herein. Based upon the foregoing, we are of the opinion that the Shares
reserved for issuance pursuant to the Option Plan, when issued in accordance
with the Option Plan and the corresponding option agreements entered into by
the Company, will be duly authorized and validly issued, and fully paid and
nonassessable.
We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name in the Registration Statement
under the heading "Interests of Named Experts and Counsel."
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /s/ DAVID G. MCLANE
-------------------------------
David G. McLane, Partner
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under Item 3 in the Registration
Statement (Form S-8) pertaining to the NCI Nonqualified Stock Option Plan and
to the incorporation by reference therein of our report dated December 6, 1996,
with respect to the consolidated financial statements of NCI Building Systems,
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year
ended October 31, 1996 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
September 2, 1997
