Change in Control Agreements

As described above, benefits are payable under the change in control agreements following both (i) termination of the named executive officer’s employment with us and (ii) a change in control of the Company. Each of the following events generally constitutes a change in control of the Company for purposes of the change in control agreements:

Any person or entity acquiring or becoming beneficial owner as defined in SEC regulations of 20% or more of (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the then outstanding voting securities of the Company;

Generally, our current directors ceasing to constitute a majority of our directors;

Consummation of a merger, consolidation, or recapitalization (unless the directors continue to represent a majority of the directors on the board, more than 80% of the pre-spin-off ownership survives, and, in the event of a recapitalization, no person owns 20% or more of (i) the then outstanding shares of our common stock or (ii) the combined voting power of our then outstanding voting securities);

The stockholders approve a complete liquidation or dissolution of the Company; or

The sale, lease or disposal of substantially all of our assets.

Terminations of employment that meet the termination requirement under the change in control agreements will be similar to but broader than those required under the severance agreements. Good reason under the change in control agreements will include (but will not be limited to):

the executive is assigned any duties inconsistent with his position; there is a change in his position, authority, duties or responsibilities; he is removed from, or not re-elected or reappointed to, any duties or position he previously held or was assigned or there is a material diminution in such position, authority, duties or responsibilities;

the executive’s annual base salary is reduced;

the executive’s annual bonus is reduced below a certain amount;

the executive’s principal office is relocated outside of the portion of the metropolitan area of the City of Houston, Texas that is located within the highway known as “Beltway 8”;

the executive’s benefits are reduced or terminated;

any other non-contractual benefits that were provided to the executive or any material fringe benefit is reduced;

the executive’s number of paid vacation days is reduced;

the executive’s office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) are reduced or moved;

the executive is required to perform a majority of his duties outside our principal executive offices for a period of more than 21 consecutive days or for more than 90 days in any calendar year; or

any provision of any employment agreement with the executive is breached.

If the executive officer is entitled to benefits under a change in control agreement, the executive officer would receive the following:

Annual base salary and compensation for earned but unused vacation time accrued through the date of termination of employment;

~~Pro rated~~

Pro-rated amount equal to the greater of the executive officer’s (i) target performance bonus for the year of the termination of employment and (ii) performance bonus for the year immediately preceding the year of the termination of employment;

~~Page 37 of 71~~

Lump sum severance equal to three times (for the Chief Executive Officer and Senior Vice Presidents) or two times (for Vice Presidents) the sum of (i) base salary for the year of termination and (ii) the greater of the executive officer’s (x) target performance bonus for the year of the termination of employment and (y) performance bonus for the year immediately preceding the year of the termination of employment;

Continued health and welfare benefits for the shorter of (i) three years from the date of termination or (ii) such time as the executive becomes fully employed; and

All other perquisites to which the executive is entitled pursuant to the terms of the agreements providing for such perquisites.

If an executive officer is entitled to benefits under a change in control agreement, the following would occur immediately upon the occurrence of a change in control (regardless of whether the named executive officer’s employment is terminated as a result of the change in control):

all options to acquire common stock and all stock appreciation rights pertaining to common stock held by the executive immediately prior to a change in control would become fully exercisable; and

all restrictions on any restricted common stock granted to the executive prior to the change in control would be removed and the stock would be freely transferable.

As set forth above, a named executive officer is entitled to benefits undereither the severance agreement or the change in control agreement; under no circumstances can a named executive officer receive payment under both agreements.

~~Page 38 of 71~~

Post-Employment Compensation Table

The following table quantifies the potential payments to named executive officers under the contracts and plans discussed above for various termination scenarios. In each case, the termination is assumed to take place on October 31, ~~2010.~~2011. The table shows only the value of the amounts payable for enhanced compensation and benefits in connection with each termination scenario.

NQ
Restricted Health & Deferred
Severance Pro-rated Options Stock Performance Welfare Comp. Retirement Tax Gross- Total
Payment Bonus (Unvested)⁽¹⁾ (Unvested)⁽¹⁾ Units Benefits⁽²⁾ (Unvested) (SERP)⁽³⁾ Up Benefit
Name ($) ($) ($) ($) ($) ($) ($) ($) ($) ($)
David D. Petratis
Enhanced Retirement⁽⁴⁾
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Death/Disability — 1,400,000 1,657,479 1,434,565 618,333 ⁽⁵⁾ — 249,807 4,047,522 ⁽⁶⁾ n/a 9,407,706
Involuntary w/o Cause⁽⁷⁾
1,400,000 1,400,000 ⁽⁸⁾ — — — 26,486 — — n/a 2,826,486
Termination after Change in Control⁽⁹⁾
4,200,000 700,000 1,657,479 2,489,175 530,000 107,809 249,807 1,246,620 2,723,332 13,904,222

Brent L. Korb
Enhanced Retirement⁽⁴⁾
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Death/Disability — 509,844 577,705 660,457 186,667 ⁽⁵⁾ — — 738,684 ⁽⁶⁾ n/a 2,673,357
Involuntary w/o Cause⁽⁷⁾
511,875 255,938 — — — 16,939 — — n/a 784,752
Termination after Change in Control⁽⁹⁾
1,791,563 255,938 577,705 1,041,556 160,000 77,478 — 790,158 1,207,745 5,902,143

Kevin P. Delaney
Enhanced Retirement⁽⁴⁾
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Death/Disability — 431,005 505,839 663,262 156,667 ⁽⁵⁾ — — 719,797 ⁽⁶⁾ n/a 2,476,570
Involuntary w/o Cause⁽⁷⁾
431,883 215,942 — — — 27,202 — — n/a 675,027
Termination after Change in Control⁽⁹⁾
1,511,591 215,942 505,839 955,006 133,333 80,282 — 1,097,580 — 4,499,573

Deborah M. Gadin⁽¹⁰⁾ Enhanced Retirement⁽⁴⁾
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Death/Disability — 148,124 125,854 158,569 35,000 ⁽⁵⁾ — 3,607 n/a n/a 471,154
Involuntary w/o Cause — — — — — — — — n/a —
Termination after Change in Control⁽⁹⁾
519,697 74,242 125,854 234,260 30,000 64,494 3,607 n/a 245,176 1,297,330

Jairaj T. Chetnani⁽¹⁰⁾ Enhanced Retirement⁽⁴⁾
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Death/Disability — 163,667 258,585 109,170 46,667 ⁽⁵⁾ — — n/a n/a 578,089
Involuntary w/o Cause — — — — — — — — n/a —
Termination after Change in Control⁽⁹⁾
574,000 82,000 258,585 192,634 40,000 56,876 — n/a 248,753 1,452,848

September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30,
Name
Severance
Payment
($) Pro-rated
Bonus
($) Options
(Unvested)
⁽¹⁾
($) Restricted
Stock
(Unvested)⁽¹⁾
($) Performance
Units
($) Health &
Welfare
Benefits ⁽²⁾
($) NQ Deferred
Compensation
(Unvested)
($) Retirement
(SERP &
Restoration) ⁽³⁾
($) Tax
Gross-Up
($) Total
Benefit ($)
David D. Petratis

Enhanced Retirement⁽⁴⁾
n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a
Death/Disability
—      —      460,415    1,238,815    1,060,000 ⁽⁵⁾ —      206,572    4,698,911 ⁽⁶⁾ n/a    7,664,713
Involuntary w/o Cause⁽⁷⁾
1,400,000    —   ⁽⁸⁾ —      —      —      26,901    —      —      n/a    1,426,901
Termination after Change in Control⁽⁹⁾
6,300,000    1,400,000    460,415    1,730,175    1,060,000    112,027    206,572    1,971,137    4,399,227    17,639,553
Brent L. Korb

Enhanced Retirement⁽⁴⁾
n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a
Death/Disability
—      —      142,552    385,274    323,333 ⁽⁵⁾ —      —      2,064,907 ⁽⁶⁾ n/a    2,916,066
Involuntary w/o Cause⁽⁷⁾
511,875    509,844    —      —      —      16,753    —      —      n/a    1,038,472
Termination after Change in Control⁽⁹⁾
2,553,282    509,844    142,552    541,325    323,333    44,197    —      1,666,526    1,903,969    7,685,028
Kevin P. Delaney

Enhanced Retirement⁽⁴⁾
n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a
Death/Disability
—      —      116,256    319,012    270,000 ⁽⁵⁾ —      —      1,321,872 ⁽⁶⁾ n/a    2,027,140
Involuntary w/o Cause⁽⁷⁾
431,883    431,005    —      —      —      26,901    —      —      n/a    889,789
Termination after Change in Control⁽⁹⁾
2,156,781    431,005    116,256    451,350    270,000    70,173    —      1,471,067    1,187,911    6,154,543
Deborah M. Gadin⁽¹⁰⁾

Enhanced Retirement⁽⁴⁾
n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a
Death/Disability
—      —      26,068    71,833    60,000 ⁽⁵⁾ —      2,983    n/a    n/a    160,884
Involuntary w/o Cause
—      —      —      —      —      —      —      —      n/a    —
Termination after Change in Control⁽⁹⁾
667,460    148,124    26,068    101,775    60,000    56,861    2,983    n/a    332,583    1,395,854
Jairaj T. Chetnani⁽¹⁰⁾

Enhanced Retirement⁽⁴⁾
n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a
Death/Disability
—      —      83,623    150,492    80,000 ⁽⁵⁾ —      —      n/a    n/a    314,115
Involuntary w/o Cause
—      —      —      —      —      —      —      —      n/a    —
Termination after Change in Control⁽⁹⁾
737,334    163,667    83,623    185,703    80,000    57,089    —      n/a    347,683    1,655,099
⁽¹⁾
Unvested stock options and restricted shares granted under the ~~Quanex Building Products 2008~~ Omnibus ~~Incentive~~ Plan are forfeited except upon death, Disability, retirement (options only) or termination after a Change in Control.
31
⁽²⁾    Health & Welfare Benefits paid upon involuntary termination without Cause include company paid COBRA premiums. Health & Welfare Benefits paid upon termination after Change in Control includes continuation of all health & welfare benefits.
~~Page 39 of 71~~

⁽³⁾
⁽³⁾		See Narrative to “Pension Benefit Table” for further description of ~~SERP.~~SERP and Restoration Plan.

⁽⁴⁾		Messrs. Petratis, Korb, Delaney, and Chetnani and Ms. Gadin have not reached the minimum retirement requirement of 55 years of age and five years of service with the Company as of October 31, ~~2010.~~2011.

⁽⁵⁾		Executives are entitled to a ~~prorata~~pro rata portion of their performance units based on actual performance for the full performance period upon their termination due to death or Disability. ~~Since~~Actual performance for the 2009 awards is 100% of target. With respect to the 2010 and 2011 awards, since actual performance for the full performance period is unknown, ~~actual~~target performance ~~through October 31, 2010~~level was used for purposes of these calculations.

⁽⁶⁾		These amounts represent the present value of the Retirement Benefit as of October 31, ~~2010.~~2011. Retirement Benefit amounts for Messrs. Petratis, Korb and Delaney under the SERP are in the event of Disability only.

⁽⁷⁾		These benefits would be provided upon termination by the Company without Cause.

⁽⁸⁾		Mr. Petratis’ ~~prorata~~pro rata bonus paid upon involuntary termination without Cause absent a Change in Control is determined by the Board of Directors pursuant to his Offer Letter. We assumed the Board of Directors would award Mr. Petratis with his actual ~~2010~~2011 bonus if he was terminated on the last day of the fiscal ~~year.~~year, which was $0.

⁽⁹⁾		These benefits would be provided upon termination by the Company without Cause as well as the Executives’ resignation for Good Reason in connection with a Change in Control.

⁽¹⁰⁾		Ms. Gadin and Mr. Chetnani do not have Severance Agreements. However, they could be entitled to severance benefits under the Quanex Severance Allowance Policy which is generally available to all employees.

~~Page 40 of 71~~

32
Summary Compensation Table
The following table provides information about the compensation of ~~Quanex Building Products Corporation’s~~the Company’s Chief Executive Officer, its Chief Financial Officer, and the three other most highly compensated individuals who were officers during the fiscal year ending October 31, ~~2010.~~

Change in
Pension Value
and All
Non-Equity Nonqualified Other
Stock Option Incentive Plan Deferred Compen-
Bonus Awards Awards Compensation Compensation sation
Salary (2) (3) (3) (4) Earnings (5) (6) Total
Name/Principal Position Year (1) ($) ($) ($) ($) ($) ($) ($) ($)
David D. Petratis
2010 700,000 — 565,729 881,814 1,400,000 277,246 69,780 3,894,569
Chairman of the Board, 2009 700,000 — 429,867 604,069 390,613 243,256 64,938 2,432,743
President and Chief 2008 QBP 233,333 750,000 1,010,750 551,550 500,000 47,114 225,093 3,317,840
Executive Officer 2008 Pred — — — — — — — —

Brent L. Korb
2010 339,896 — 175,068 273,064 509,844 57,751 32,620 1,388,243
Senior Vice President — 2009 325,000 — 133,110 187,032 136,017 104,726 27,753 913,638
Finance & Chief 2008 QBP 109,686 — 670,946 847,975 41,941 22,833 28,604 1,721,985
Financial Officer 2008 Pred 82,568 — — — 116,509 — 5,438 204,515

Kevin P. Delaney
2010 287,337 — 150,753 235,927 431,005 115,531 43,327 1,263,880
Senior Vice President — 2009 271,625 — 108,054 152,531 113,679 194,388 36,243 876,520
General Counsel & 2008 QBP 138,447 — 449,053 549,618 52,939 — 24,186 1,214,243
Secretary 2008 Pred 116,932 — — — 359,937 — 8,809 485,678

Jairaj T. Chetnani
2010 204,583 — 37,283 58,982 163,667 7,292 20,820 492,627
Vice President — 2009 183,333 — 64,099 103,833 40,921 6,245 152,708 551,139
Treasurer 2008 QBP — — — — — — — —
2008 Pred — — — — — — — —

Deborah M. Gadin
2010 185,155 — 34,041 53,156 148,124 17,634 23,819 461,929
Vice President — 2009 174,250 — 24,273 34,198 38,894 20,165 16,876 308,656
Controller 2008 QBP 88,496 60,000 127,296 314,773 18,047 — 6,809 615,421
2008 Pred 62,045 — — — 29,726 — 1,912 93,683
2011.
September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30,
Name/Principal Position
Year Salary
($) Bonus
(2)
($) Stock
Awards
(1)
($) Option
Awards
(1)
($) Non-Equity
Incentive Plan
Compensation
(2)
($) Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings (3)
($) All Other
Compen-
sation (4)
($) Total
($)
David D. Petratis
2011    700,000    —      464,750    936,007    530,000    461,260    71,121    3,163,138
Chairman of the Board, President and
2010    700,000    —      565,729    881,814    1,400,000    277,246    69,780    3,894,569
Chief Executive Officer
2009    700,000    —      429,867    604,069    390,613    243,256    64,938    2,432,743
Brent L. Korb
2011    341,250    —      150,410    304,257    160,000    272,051    36,914    1,264,882
Senior Vice President — Finance &
2010    339,896    —      175,068    273,064    509,844    57,751    32,620    1,388,243
Chief Financial Officer
2009    325,000    —      133,110    187,032    136,017    104,726    27,753    913,638
Kevin P. Delaney
2011    287,922    —      126,750    256,331    130,000    274,748    44,292    1,120,043
Senior Vice President—
2010    287,337    —      150,753    235,927    431,005    115,531    43,327    1,263,880
General Counsel & Secretary
2009    271,625    —      108,054    152,531    113,679    194,388    36,243    876,520
Jairaj T. Chetnani
2011    205,000    —      32,110    63,901    40,000    15,062    22,994    379,067
Vice President—Treasurer
2010    204,583    —      37,283    58,982    163,667    7,292    20,820    492,627
2009    183,333    —      64,099    103,833    40,921    6,245    152,708    551,139
Deborah M. Gadin
2011    185,606    —      28,730    58,092    30,000    37,970    24,228    364,626
Vice President — Controller
2010    185,155    —      34,041    53,156    148,124    17,634    23,819    461,929
2009    174,250    —      24,273    34,198    38,894    20,165    16,876    308,656
(1) Quanex Building Products Corporation spun off from Quanex Corporation on April 23, 2008. Compensation for the named executive officers for the period from November 1, 2007 to April 22, 2008 relates to Quanex Corporation, the Company’s predecessor, and is denoted as “2008 Pred”. Compensation in 2008 from Quanex Corporation reflects some non-equity incentive plan compensation items specifically resulting from the spin-off transaction. Compensation for the named executive officers for the period from April 23, 2008 to October 31, 2008 relates to Quanex Building Products Corporation and is denoted as “2008 QBP”. Compensation for 2009 and 2010 relates to Quanex Building Products Corporation.
~~(2)~~ As an inducement to join the Company, Mr. Petratis was provided with certain sign-on incentives as of his hire date, July 1, 2008. One of said items was a “Make Whole” cash compensation of $750,000 for forfeited equity awards at his previous employer. Ms. Gadin received a retention bonus of $60,000 in 2008 as an incentive to retain her services during the strategic review process that resulted in the Company’s spin-off from Quanex Corporation.
~~(3)~~
These columns show respectively, the aggregate grant date fair value for restricted stock and stock options computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in computing the grant date fair values may be found in Note 14 to Quanex Building Products Corporation’s audited financial statements on Form 10-K for the year ended October 31, ~~2010.~~2011. These values reflect the Company’s assumptions to determine the accounting expense for these awards and do not necessarily correspond to the actual value that may be recognized by named executive officers. For information regarding the restricted stock and option awards granted in fiscal ~~2010,~~2011, please see the “Grants of Plan-Based Awards” table located on page ~~44.~~34.
~~Page 41 of 71~~
(2)
~~Included~~
“2011” amounts represent payments made in ~~Mr. Korb’s~~December 2011 for performance from November 1, 2008 ~~QBP stock and option award amounts are $211,346 and $307,015, respectively, of grant date fair value that were forfeited~~to October 31, 2011 for Performance Units granted in ~~connection with Mr. Korb’s departure from the Company on June 13,~~December 2008.
~~(4)~~ ~~“2010”~~ “2010” amounts represent payments made in December 2010 for performance from November 1, 2009 to October 31, 2010 for Annual Incentive Awards (AIA). “2009” amounts represent payments made in December 2009 for performance from November 1, 2008 to October 31, 2009 for ~~Annual Incentive Awards (AIA). “2008 QBP” amounts represent payments made in December 2008 for performance from April 23, 2008 to October 31, 2008 for~~ AIA. “2008 Pred” amounts consist of (a) AIA payments made in April 2008 for goals from November 1, 2008 to April 23, 2008, and (b) amounts paid out in April 2008 with respect to Performance Units granted in December 2005 and December 2006. These Performance Units were paid out in cash at target level pursuant to the Quanex Corporation / Quanex Building Products separation related agreements.
The AIA and Performance Unit payouts also include the dollar value of the portion of the amounts deferred under the Quanex Building Products Corporation or Quanex Corporation Deferred Compensation (“DC”) Plan, as applicable. Under the terms of each DC Plan, participants may elect to defer a portion of their incentive bonus to a mix of cash, or notional common stock units or investment accounts.
The AIA and Performance Unit payouts also include the dollar value of the portion of the amounts deferred under the Quanex Building Products Corporation or Quanex Corporation Deferred Compensation (“DC”) Plan, as applicable. Under the terms of each DC Plan, participants may elect to defer a portion of their incentive bonus to a mix of cash, or notional common stock units or investment accounts.
33
The amounts paid for the AIA and Performance Units, along with the respective deferred amounts, are as follows:

Annual Incentive Awards Performance Unit Payout
Total Deferred Total Deferred
Name Year ($) ($) ($) ($)
Petratis 2010 1,400,000 700,000 — —
2009 390,613 — — —
2008 QBP 500,000 500,000 — —
2008 Pred — — — —
Korb 2010 509,844 — — —
2009 136,017 — — —
2008 QBP 41,941 — — —
2008 Pred 66,509 — 50,000 —
Delaney 2010 431,005 — — —
2009 113,679 — — —
2008 QBP 52,939 — — —
2008 Pred 176,604 — 183,333 —
Chetnani 2010 163,667 — — —
2009 40,921 40,921 — —
2008 QBP — — — —
2008 Pred — — — —
Gadin 2010 148,124 29,625 — —
2009 38,894 — — —
2008 QBP 18,047 7,219 — —
2008 Pred 29,726 — — —
September 30, September 30, September 30, September 30, September 30,
          Annual Incentive Awards      Performance Unit Payout
Name
     Year      Total
($)      Deferred
($)      Total
($)      Deferred
($)
Petratis
     2011         —           —           530,000         —
     2010         1,400,000         700,000         —           —
     2009         390,613         —           —           —
Korb
     2011         —           —           160,000         —
     2010         509,844         —           —           —
     2009         136,017         —           —           —
Delaney
     2011         —           —           130,000         —
     2010         431,005         —           —           —
     2009         113,679         —           —           —
Chetnani
     2011         —           —           40,000         —
     2010         163,667         —           —           —
     2009         40,921         40,921         —           —
Gadin
     2011         —           —           30,000         —
     2010         148,124         29,625         —           —
     2009         38,894         —           —           —
Deferred amounts reflected above were deferred under the Quanex Building Products Corporation DC Plan. Please see the “Compensation Discussion and Analysis” for a detailed discussion of the performance measures and related outcomes for payments of the awards.
(3)
Amounts reflected above as “2010”, “2009” and “2008 QBP” were deferred under the Quanex Building Products Corporation DC Plan, while the amounts reflected as “2008 Pred” were deferred under the Quanex Corporation DC Plan. Please see the “Compensation Discussion and Analysis” for a detailed discussion of the performance measures and related outcomes for payments of the awards.
~~Page 42 of 71~~
~~(5)~~ The amounts in this column represent the change in actuarial present value of each individual’s accumulated benefit under all defined benefit pension plans. The change in pension value reflects the difference in the present value of accumulated benefits determined as of the end of the current reporting period compared to the end of the previous reporting period. For instance the change for fiscal ~~2010~~2011 would represent the difference between the value at October 31, ~~2010~~2011 and October 31, ~~2009.~~2010. The key assumptions used to calculate the change in value are shown with the “Pension Benefits Table”. Negative changes in pension value for a fiscal year cannot be included in the Summary Compensation Table. ~~Changes~~There were no negative changes in pension ~~value for certain individuals were negative for fiscal 2008; these negative amounts are follows:~~value.
No named executive officer received preferential or above-market earnings on deferred compensation.
(4)
~~Change in Pension Value~~
~~and Nonqualified Deferred~~
~~Compensation Earnings~~
~~Name~~ ~~Year~~ ~~($)~~
~~Delaney~~ ~~2008 QBP~~ ~~(2,714~~ )
~~2008 Pred~~ ~~(2,487~~ )
~~Gadin~~ ~~2008 QBP~~ ~~(792~~ )
~~2008 Pred~~ ~~(726~~ )
~~No named executive officer received preferential or above-market earnings on deferred compensation.~~
~~(6)~~
The named executives receive various perquisites and benefits provided by or paid for by the Company. These perquisites and benefits can include life insurance, financial planning, personal use of automobiles, memberships in social and professional clubs, relocation reimbursement, and gross-up payments equal to taxes payable on certain perquisites. Also included are the Company’s contributions under its 401(k) plan, a ~~20% match under its DC plan, a~~ 15% match under its Employee Stock Purchase Program (ESPP), and dividends on unvested restricted stock. The Company temporarily suspended its matching contributions on its 401(k) plan ~~DC plan~~ and under its ESPP effective April 1, 2009; however, the Board reinstated these matching contributions ~~on the 401(k) plan and ESPP~~ effective February 1, 2010. In 2009, the Compensation Committee eliminated the tax gross-up payments on perquisites, effective December 31, 2009. ~~The amounts reported in Other Annual Compensation for the named executives are:~~

34
The amounts reported in Other Annual Compensation for the named executives are set forth below:
All Other Compensation

Life
Insurance
> $50,000 Relo- Settle- Deferred Unvested
Annual & cation ment of Compen- ESPP Re-
Life Club Financial Tax Unused sation 15% stricted
Insurance Financial Auto- Member- Planning Relo- Gross- Vaca- 401K Plan Stock Stock
> $50,000 Planning mobile ship Gross-Up cation Up tion Match Match Match Dividends Total
Year ($) ($) ($) ($) ($)⁽¹⁾ ($) ($) ($) ($) ($) ($) ($) ($)
Petratis 2010 12,249 7,699 9,282 14,721 — — — — 4,667 — 990 20,172 69,780
2009 12,319 10,000 — 10,820 12,801 135 81 — 4,375 — 270 14,137 64,938
2008 QBP 5,727 650 — 1,800 3,658 69,230 41,538 — — 100,000 540 1,950 225,093
2008 Pred — — — — — — — — — — — — —
Korb 2010 1,887 600 11,706 4,921 — — — — 5,414 — — 8,092 32,620
2009 1,884 600 11,607 4,567 1,425 — — — 2,031 — — 5,639 27,753
2008 QBP 1,547 600 9,755 1,132 1,231 — — 11,877 1,494 — 68 900 28,604
2008 Pred — — — — — — — — 4,256 — 90 1,092 5,438
Delaney 2010 4,983 7,500 12,809 5,090 — — — — 5,525 — — 7,420 43,327
2009 4,573 2,895 12,642 4,950 4,283 — — — 1,656 — — 5,244 36,243
2008 QBP 3,218 1,699 11,357 3,298 2,820 — — — — — — 1,794 24,186
2008 Pred — — — 1,295 — — — — 5,750 — — 1,764 8,809
Chetnani 2010 451 — 10,244 2,930 — — — — 5,698 — — 1,497 20,820
2009 506 2,000 9,929 1,692 1,325 88,074 46,924 — 1,250 — — 1,008 152,708
2008 QBP — — — — — — — — — — — — —
2008 Pred — — — — — — — — — — — — —
Gadin 2010 418 — 10,622 4,921 — — — — 5,738 — 300 1,820 23,819
2009 388 — 10,712 3,112 204 — — — 1,062 — 90 1,308 16,876
2008 QBP 507 — — — 152 — — — 3,997 1,444 240 469 6,809
2008 Pred 99 — — — — — — — 1,753 — 60 — 1,912
September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30,
Life
Insurance
> $50,000 Financial
Planning Auto -
mobile Annual
Club
Member
- ship Life
Insurance
> $50,000
&
Financial
Planning
Gross-Up Relo -
cation Relo -
cation
Tax
Gross-Up Settle-
ment of
Unused
Vaca-
tion 401K
Match Deferred
Compen-
sation
Plan
Match ESPP
15%
Stock
Match Unvested
Re-
stricted
Stock
Dividends Total
Year ($) ($) ($) ($) ($)⁽¹⁾ ($) ($) ($) ($) ($) ($) ($) ($)
Petratis
2011    19,538    2,130    1,662    15,328    —      —      —      —      6,125    —      1,770    24,568    71,121
2010    12,249    7,699    9,282    14,721    —      —      —      —      4,667    —      990    20,172    69,780
2009    12,319    10,000    —      10,820    12,801    135    81    —      4,375    —      270    14,138    64,938
Korb
2011    3,644    600    12,020    5,053    —      —      —      —      6,125    —      —      9,472    36,914
2010    1,887    600    11,706    4,921    —      —      —      —      5,414    —      —      8,092    32,620
2009    1,884    600    11,607    4,567    1,425    —      —      —      2,031    —      —      5,639    27,753
Delaney
2011    5,587    7,500    12,518    5,274    —      —      —      —      6,125    —      —      7,288    44,292
2010    4,983    7,500    12,809    5,090    —      —      —      —      5,525    —      —      7,420    43,327
2009    4,573    2,895    12,642    4,950    4,283    —      —      —      1,656    —      —      5,244    36,243
Chetnani
2011    1,381    —      10,679    2,988    —      —      —      —      5,932    —      —      2,014    22,994
2010    451    —      10,244    2,930    —      —      —      —      5,698    —      —      1,497    20,820
2009    506    2,000    9,929    1,692    1,325    88,074    46,924    —      1,250    —      —      1,007    152,708
Gadin
2011    1,149    —      10,735    5,053    —      —      —      —      5,218    —      345    1,728    24,228
2010    418    —      10,622    4,921    —      —      —      —      5,738    —      300    1,820    23,819
2009    388    —      10,712    3,112    204    —      —      —      1,062    —      90    1,308    16,876
(1)
The Compensation Committee eliminated the tax gross-up payments on perquisites, effective December 31, 2009.
~~Page 43 of 71~~
Grants of Plan-Based Awards
The following table discloses the estimated range of payouts that were possible for the fiscal year ~~2010~~2011 Annual Incentive Awards along with potential estimated range of payouts that will be possible with respect to Performance Units granted in December ~~2009.~~2010. The table also shows the actual number of stock options and restricted stock awards granted during fiscal ~~2010~~2011 and their respective grant date fair value, as well as the number of Performance Units granted in fiscal ~~2010.~~
2011.
Grants of Plan-Based Awards

All Other All Other
Stock Option
Awards: Awards: Exercise
Number of Number of or Base Grant Date Grant Date
Non-Equity Estimated Future Payouts Under Non- Shares of Securities Price of Fair Value Fair Value
Incentive Plan Equity Incentive Plan Awards⁽²⁾ Stock or Underlying Option of Stock of Option
Awards⁽¹⁾ Threshold Target Maximum Units⁽³⁾ Options⁽³⁾ Awards Awards^{(4) (5)} Awards⁽⁴⁾
Name Grant Date (#) ($) ($) ($) (#) (#) ($/Sh) ($) ($)
Petratis 2010 572,500 1,230,000 2,460,000 — — — — —
12/2/2009 5,300 — — — 34,900 121,100 $ 16.21 565,729 881,814
Korb 2010 183,731 414,922 829,844 — — — — —
12/2/2009 1,600 — — — 10,800 37,500 $ 16.21 175,068 273,064
Delaney 2010 158,876 355,503 711,006 — — — — —
12/2/2009 1,400 — — — 9,300 32,400 $ 16.21 150,753 235,927
Chetnani 2010 50,458 121,833 243,666 — — — — —
12/2/2009 400 — — — 2,300 8,100 $ 16.21 37,283 58,982
Gadin 2010 41,016 104,062 208,125 — — — — —
12/2/2009 300 — — — 2,100 7,300 $ 16.21 34,041 53,156
September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30, September 30,
Non-Equity
Incentive Plan Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock or

All Other
Option
Awards:
Number of
Securities
Underlying

Exercise
or Base
Price of
Option

Grant Date
Fair Value
of Stock
Awards
Grant Date
Fair Value
of Option
Name
Grant Date Awards⁽¹⁾
(#) Threshold
($) Target
($) Maximum
($) Units⁽⁴⁾
(#) Options⁽⁴⁾
(#) Awards
($/Sh) ^{(5) (6)}
($) Awards ⁽⁵⁾
($)
Petratis
2011 175,000 ⁽²⁾ 700,000 ⁽²⁾ 1,400,000 ⁽²⁾ —      —      —      —      —
12/1/2010 5,300    397,500 ⁽³⁾ 530,000 ⁽³⁾ 1,060,000 ⁽³⁾ 27,500    128,900    $ 16.90    464,750    936,007
Korb
2011 63,984 ⁽²⁾ 255,938 ⁽²⁾ 511,785 ⁽²⁾ —      —      —      —      —
12/1/2010 1,700    127,500 ⁽³⁾ 170,000 ⁽³⁾ 340,000 ⁽³⁾ 8,900    41,900    $ 16.90    150,410    304,257
Delaney
2011 53,985 ⁽²⁾ 215,942 ⁽²⁾ 431,883 ⁽²⁾ —      —      —      —      —
12/1/2010 1,400    105,000 ⁽³⁾ 140,000 ⁽³⁾ 280,000 ⁽³⁾ 7,500    35,300    $ 16.90    126,750    256,331
Chetnani
2011 20,500 ⁽²⁾ 82,000 ⁽²⁾ 164,000 ⁽²⁾ —      —      —      —      —
12/1/2010 400    30,000 ⁽³⁾ 40,000 ⁽³⁾ 80,000 ⁽³⁾ 1,900    8,800    $ 16.90    32,110    63,901
Gadin
2011 18,561 ⁽²⁾ 74,242 ⁽²⁾ 148,485 ⁽²⁾ —      —      —      —      —
12/1/2010 300    22,500 ⁽³⁾ 30,000 ⁽³⁾ 60,000 ⁽³⁾ 1,700    8,000    $ 16.90    28,730    58,092
(1)
The figures shown reflect Performance Units granted in December ~~2009~~2010 under the ~~Quanex Building Products Corporation 2008~~ Omnibus ~~Incentive~~ Plan.
(2) ~~The~~
These amounts ~~shown~~ reflect possible Annual Incentive Award (AIA) payments under the ~~Quanex Building Products Corporation 2008~~ Omnibus ~~Incentive~~ Plan for fiscal year ~~2010,~~2011, under which the named executive officers were eligible to receive a cash bonus based on a target percentage of base salary. ~~Additionally, these~~
35
The following table shows the range of return on invested capital (ROIC) goals set for determining AIA to our executives for the period for fiscal 2011. Because of the economic downturn in the market, our ROIC targets were set at levels considered to be stretch goals, even though they were below historic levels. The Company set the ROIC goal based on the forecasted results of the operating divisions and the projected market for building products. For AIA purposes, ROIC is calculated as the total of the prior twelve months’ net income plus prior twelve months’ after-tax interest expense and capitalized interest, the sum of which is divided by the trailing five quarters’ average total debt (current and long term) and total stockholders’ equity. We set the target performance goals at a level that represents a reasonable chance of achievement based on the forecasted performance of the divisions. The target performance level is driven from our business budgeting process, which uses a number of assumptions about the state of our markets and material commodity prices to determine our relative financial performance (including expected sales, expected expenses and other factors). We recognize the volatility in the market through establishing a range of outcomes around the target.
September 30, September 30, September 30, September 30,
Goal
     Threshold Target Maximum Actual Results
Return on Invested Capital (ROIC)
     5.26 % 6.47 % 8.73 % 3.41 %
Please see the “Compensation Discussion and Analysis” section for more information regarding this program, performance units granted thereunder, and the related performance measures.
(3)
These amounts reflect possible Performance Unit payments under the ~~Quanex Building Products Corporation 2008~~ Omnibus ~~Incentive~~ Plan for Performance Units granted in December ~~2009~~2010 under which the named executive officers are eligible to receive a cash payment, ~~three years from~~ the ~~grant date or in December 2012. The amounts actually paid to the named executive officers for 2010 pursuant to this program are reflected in the “Summary Compensation Table” herein.~~
The following table shows the range of return on invested capital ROIC goals set for determining AIA to our executives for the period from for fiscal 2010. Because of the economic downturn in the market, our ROIC targets were set at levels considered to be stretch goals, even though they were below historic levels. The Company set the ROIC goal based on the forecasted results of the operating divisions and the projected market for building products. For AIA purposes, ROIC is calculated as the total of the prior twelve months’ net income plus prior twelve months’ after-tax interest expense and capitalized interest, the sumamount of which is ~~divided~~determined by the ~~trailing five quarters’ average total debt (current and long term) and total stockholders’ equity. We set~~Company’s performance over the ~~target~~ performance ~~goals at a level that represents a reasonable chance of achievement based on the forecasted performance of the divisions. The target performance level is driven~~period from our business budgeting process, which uses a number of assumptions about the state of our markets and material commodity prices to determine our relative financial performance (including expected sales, expected expenses and other factors). We recognize the volatility in the marketNovember 1, 2010 through ~~establishing a range of outcomes around the target.~~October 31, 2013.

Goal Threshold Target Maximum Actual Results
Return on Invested Capital (ROIC) 0.56 % 2.55 % 4.16 % 5.83 %
Please see the “Compensation Discussion and Analysis” section for more information regarding this program, performance units granted thereunder, and the related performance measures. The amounts actually paid to the named executive officers for 2011 pursuant to this program are reflected in the “Summary Compensation Table” located on page 32.

~~Page 44 of 71~~
(4)
We also adopted a growth modifier based on relative market share gain for our AIA. Depending on the relative change in the Engineered Products Group revenue vs. the change in market New Housing Starts and Repair and Remodeling expenditures, the bonus payments could be adjusted within a range of +/- 25% depending on the level of outperformance/underperformance to the underlying market. This growth modifier was intended to balance growth and returns, and reward for market share expansion. The growth modifier cannot increase AIA awards above a participant’s existing maximum award opportunity.
~~Please see the “Compensation Discussion and Analysis” for more information regarding this program, performance units granted thereunder, and the related performance measures.~~
~~(3)~~
The amounts shown reflect grants of restricted stock awards and stock options made under the ~~Quanex Building Products Corporation 2008~~ Omnibus ~~Incentive~~ Plan. The stock options are granted at fair market value based on the closing share price as of the grant date.
~~(4)~~(5)
The fair value shown in this column was calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values may be found in Note 14 to ~~Quanex Building Products Corporation’s~~the Company’s audited financial statements on Form 10-K for the year ended October 31, ~~2010.~~2011.
~~(5)~~(6)
Cash dividends are paid on unvested restricted stock. The dividend rate is not preferential and is equal to the rate paid on the Company’s common stock as disclosed in Part II, Item 5 of ~~Quanex Building Products Corporation’s~~the Company’s Form 10-K for the year ended October 31, ~~2010.~~2011.
36
Outstanding Equity Awards
The following table provides information about the outstanding equity awards held by the named executive officers as of October 31, ~~2010:~~
2011:
Outstanding Equity Awards at October 31, ~~2010~~

Option Awards Stock Awards
Number of Number of
Securities Securities Market Value
Underlying Underlying Number of Shares of Shares or
Unexercised Unexercised Option or Units of Stock Units of Stock
Options Options Exercise Option That Have Not That Have
(#) (#) Price Expiration Vested Not Vested⁽¹⁵⁾
Name Exercisable Unexercisable ($) Date (#) ($)
Petratis — 121,100 ⁽¹⁾ 16.21 12/2/2019 34,900 ⁽⁸⁾ 628,898
66,533 133,067 ⁽²⁾ 7.83 12/3/2018 54,900 ⁽⁹⁾ 989,298
66,666 33,334 ⁽³⁾ 15.55 7/1/2018 48,334 ⁽¹⁰⁾ 870,979
Korb — 37,500 ⁽¹⁾ 16.21 12/2/2019 10,800 ⁽⁸⁾ 194,616
20,600 41,200 ⁽²⁾ 7.83 12/3/2018 17,000 ⁽⁹⁾ 306,340
66,666 33,334 ⁽⁴⁾ 15.32 8/1/2018 30,000 ⁽¹¹⁾ 540,600
Delaney — 32,400 ⁽¹⁾ 16.21 12/2/2019 9,300 ⁽⁸⁾ 167,586
16,800 33,600 ⁽²⁾ 7.83 12/3/2018 13,800 ⁽⁹⁾ 248,676
69,872 34,937 ⁽⁵⁾ 15.02 4/23/2018 29,897 ⁽¹²⁾ 538,744
Chetnani — 8,100 ⁽¹⁾ 16.21 12/2/2019 2,300 ⁽⁸⁾ 41,446
4,433 8,867 ⁽²⁾ 7.83 12/3/2018 3,700 ⁽⁹⁾ 66,674
7,291 14,584 ⁽⁶⁾ 7.49 12/1/2018 4,690 ⁽¹³⁾ 84,514
Gadin — 7,300 ⁽¹⁾ 16.21 12/2/2019 2,100 ⁽⁸⁾ 37,842
3,766 7,534 ⁽²⁾ 7.83 12/3/2018 3,100 ⁽⁹⁾ 55,862
28,666 14,334 ⁽⁷⁾ 16.32 6/16/2018 7,800 ⁽¹⁴⁾ 140,556
7,666 3,834 ⁽⁵⁾ 15.02 4/23/2018 — —
2011
September 30, September 30, September 30, September 30, September 30, September 30,
     Option Awards      Stock Awards
Name
     Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable      Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Option
Exercise
Price
($)      Option
Expiration
Date      Number of Shares
or Units of Stock
That Have Not
Vested
(#) Market Value
of Shares or
Units of Stock
That Have
Not Vested ⁽¹³⁾
($)
Petratis
     —           128,900 ⁽¹⁾ 16.90         12/1/2020         27,500 ⁽⁹⁾ 405,625
     40,366         80,734 ⁽²⁾ 16.21         12/2/2019         34,900 ⁽¹⁰⁾ 514,775
     133,066         66,534 ⁽³⁾ 7.83         12/3/2018         54,900 ⁽¹¹⁾ 809,775
     100,000         —   ⁽⁴⁾ 15.55         7/1/2018
Korb
     —           41,900 ⁽¹⁾ 16.90         12/1/2020         8,900 ⁽⁹⁾ 131,275
     12,500         25,000 ⁽²⁾ 16.21         12/2/2019         10,800 ⁽¹⁰⁾ 159,300
     41,200         20,600 ⁽³⁾ 7.83         12/3/2018         17,000 ⁽¹¹⁾ 250,750
     100,000         —   ⁽⁵⁾ 15.32         8/1/2018
Delaney
     —           35,300 ⁽¹⁾ 16.90         12/1/2020         7,500 ⁽⁹⁾ 110,625
     10,800         21,600 ⁽²⁾ 16.21         12/2/2019         9,300 ⁽¹⁰⁾ 137,175
     33,600         16,800 ⁽³⁾ 7.83         12/3/2018         13,800 ⁽¹¹⁾ 203,550
     104,809         —   ⁽⁶⁾ 15.02         4/23/2018
Chetnani
     —           8,800 ⁽¹⁾ 16.90         12/1/2020         1,900 ⁽⁹⁾ 28,025
     2,700         5,400 ⁽²⁾ 16.21         12/2/2019         2,300 ⁽¹⁰⁾ 33,925
     8,866         4,434 ⁽³⁾ 7.83         12/3/2018         3,700 ⁽¹¹⁾ 54,575
     14,583         7,292 ⁽⁷⁾ 7.49         12/1/2018         4,690 ⁽¹²⁾ 69,178
Gadin
     —           8,000 ⁽¹⁾ 16.90         12/1/2020         1,700 ⁽⁹⁾ 25,075
     2,433         4,867 ⁽²⁾ 16.21         12/2/2019         2,100 ⁽¹⁰⁾ 30,975
     7,533         3,767 ⁽³⁾ 7.83         12/3/2018         3,100 ⁽¹¹⁾ 45,725
     43,000         —   ⁽⁸⁾ 16.32         6/16/2018
     11,500         —   ⁽⁶⁾ 15.02         4/23/2018
(1)
Ms. ~~Gadin~~Gadin’s and Messrs. Petratis, Korb, Delaney and Chetnani’s stock options vest annually in equal installments over a three-year period. One-third of the stock options vested on December ~~2, 2010~~1, 2011 with the remaining two-thirds vesting in equal installments on December ~~2, 2011~~1, 2012 and December ~~2, 2012.~~1, 2013.
(2)
Ms. ~~Gadin~~Gadin’s and Messrs. Petratis, Korb, Delaney and Chetnani’s stock options vest annually in equal installments over a three-year period. Two-thirds of the stock options vested in equal installments on December ~~3, 2009~~2, 2010 and December ~~3, 2010,~~2, 2011, with the remaining one-third vesting on December ~~3, 2011.~~2, 2012.
~~Page 45 of 71~~
(3)
Ms. Gadin’s and Messrs. Petratis, Korb, Delaney and Chetnani’s stock options vested annually in equal installments over a three-year period. The stock options vested in equal installments on December 3, 2009, December 3, 2010, and December 3, 2011.
(4)
Mr. Petratis’ stock options vest annually in equal installments over a three-year period. ~~Two-thirds of the~~The stock options vested in equal installments on July 1, 2009, July 1, 2010 and July 1, ~~2010 with the remaining one-third on July 1,~~ 2011.
~~(4)~~(5)
Mr. Korb’s stock options vest annually in equal installments over a three-year period. ~~Two-thirds of the~~The stock options vested in equal installments on August 1, 2009, August 1, 2010 and August 1, ~~2010 with the remaining one-third vesting on August 1,~~ 2011.
37
~~(5)~~(6)
Ms. ~~Gadin~~Gadin’s and Mr. Delaney’s stock options vest annually in equal installments over a three-year period. ~~Two-thirds of the~~The stock options vested in equal installments on April 23, 2009, April 23, 2010 and April 23, ~~2010 with the remaining one-third vesting on April 23,~~ 2011.
~~(6)~~(7)
Mr. Chetnani’s stock options vest annually in equal installments over a three-year period. ~~Two-thirds of the~~The stock options vested in equal installments on December 1, 2009, December 1, 2010 and December 1, ~~2010 with the remaining one-third vesting on December 1,~~ 2011.
~~(7)~~(8)
Ms. Gadin’s stock options vest annually in equal installments over a three-year period. ~~Two-thirds of the~~The stock options vested in equal installments on June 16, 2009, June 16, 2010 and June 16, ~~2010 with~~2011.
(9)
Ms. Gadin’s and Messrs. Petratis, Korb, Delaney and Chetnani’s restricted stock awards fully vest on December 2, 2013, three years from the ~~remaining one-third vesting on June 16, 2011.~~date of grant.
~~(8)~~(10)
Ms. ~~Gadin~~Gadin’s and Messrs. Petratis, Korb, Delaney and Chetnani’s restricted stock awards fully vest on December 2, 2012, three years from the date of grant.
~~(9)~~(11)
Ms. ~~Gadin~~Gadin’s and Messrs. Petratis, Korb, Delaney and Chetnani’s restricted stock awards fully ~~vest~~vested on December 3, 2011, three years from the date of grant.
~~(10)~~ 40,000 of these restricted stock awards fully vest on July 1, 2011, three years from the date of grant. The remaining 16,667 restricted stock awards vest annually in equal installments over two years; accordingly one-half of the restricted shares vested on July 1, 2010 and the remaining will vest on July 1, 2011.
~~(11)~~ ~~Mr. Korb’s restricted stock awards fully vest on August 1, 2011, three years from the date of grant.~~
(12) ~~Mr. Delaney’s restricted stock awards fully vest on April 23, 2011, three years from the date of grant.~~
~~(13)~~
Mr. Chetnani’s restricted stock awards fully ~~vest~~vested on December 1, 2011, three years from the date of grant.
~~(14)~~(13) ~~Ms. Gadin’s restricted stock awards fully vest on June 16, 2011, three years from the date of grant.~~
~~(15)~~
This column shows the total market value of the unvested stock awards as of October 31, ~~2010,~~2011, based on the closing price per share of Quanex Building Products Corporation’s stock of ~~$18.02~~$14.75 on October 31, ~~2010.~~2011.
~~Page 46 of 71~~
Option Exercises and Stock Vested in Fiscal ~~2010~~2011
The following table provides information regarding the value realized by the named executive officers upon the vesting of restricted stock awards during the fiscal year ended October 31, ~~2010.~~2011. None of the named executive officers exercised stock options during fiscal ~~2010.~~

Option Awards Stock Awards
Number of Number of
Shares Shares
Acquired on Value Realized Acquired on Value Realized
Exercise on Exercise Vesting on Vesting⁽¹⁾
Name (#) ($) (#) ($)
Petratis — — 8,333 144,411
Korb — — — —
Delaney — — — —
Chetnani — — — —
Gadin — — — —
2011.
September 30, September 30, September 30, September 30,
     Option Awards      Stock Awards
Name
     Number of
Shares
Acquired on
Exercise
(#)      Value Realized
on Exercise
($)      Number of
Shares
Acquired on
Vesting
(#)      Value Realized
on Vesting⁽¹⁾
($)
Petratis
     —           —           48,334         803,311
Korb
     —           —           30,000         470,100
Delaney
     —           —           29,897         618,270
Chetnani
     —           —           —           —
Gadin
     —           —           7,800         125,034
(1)
The value realized upon vesting represents the number of shares of stock vesting ~~times~~multiplied by the closing market price of a share of Quanex Building Products Corporation stock on the vesting date.
Pension Benefits
Our named executive officers are eligible to participate in our Salaried and Nonunion Employee Pension Plan, described below, that is generally available to all our salaried and nonunion hourly employees. The named executive officers are also eligible to participate in certain plans, also described below, that are only available to a select group of management and highly compensated employees.
Salaried and Nonunion Employee Pension Plan
We have established the Quanex Building Products Salaried and Nonunion Employee Pension Plan (the “Pension Plan”), a noncontributory defined benefit pension plan intended to be a tax-qualified plan under Section 401(a) of the Internal
38
Revenue Code, for the benefit of substantially all of our salaried and nonunion hourly employees. With some exceptions, an employee is eligible to participate in the Pension Plan once that employee has completed one hour of service for us.
Under the Pension Plan, two main types of benefits are available to participants, depending upon when they began participating in the Quanex Corporation Salaried Employees’ Pension Plan. The employees who participated in that plan on or before December 31, 2006 are generally referred to as “Traditional Participants,” while employees who began participating in that plan after such date are generally referred to as “Cash Balance Participants”. Any employees who did not participate in that plan, but who began participating in the Pension Plan after its adoption, are considered Cash Balance Participants.
Under the Pension Plan, a Traditional Participant will receive a monthly single life annuity, payable following termination of employment at or after age 65, equal to the sum of (i) and (ii), less (iii), where:
(i) is the greater of (x) 1.5% of the Traditional Participant’s average monthly compensation for the five consecutive calendar years that lead to the highest monthly average multiplied by his whole and fractional years of benefit service earned with Quanex Corporation prior to November 1, 1985, or (y) the product of $9.00 and his years of benefit service earned with Quanex Corporation prior to November 1, 1985;
(ii) is the greater of (x) the sum of 1% of the Traditional Member’s average monthly compensation for the five consecutive calendar years that lead to the highest monthly average up to but not in excess of 1/12 of the Traditional Member’s Social Security covered compensation and 1.5% of the Traditional Member’s average monthly compensation for the five consecutive calendar years that lead to the highest monthly average in excess of 1/12 of the Traditional Member’s Social Security covered compensation, the total of which is then multiplied by his whole and fractional years of benefit service earned with Quanex Corporation and us from and after November 1, 1985 or (y) the product of $9.00 and the Traditional Member’s whole and fractional years of benefit service earned with Quanex Corporation and the Company from and after November 1, 1985; and
~~Page 47 of 71~~
(iii) is the Traditional Participant’s monthly accrued benefit under any qualified defined benefit plan that was maintained at any time by Quanex Corporation to the extent that the Traditional Participant’s service taken into account for benefit accrual purposes under such other plan is taken into account as benefit service under the Pension Plan.
Traditional Participants are eligible for early retirement benefits when they attain age 55 with five years of service. The early retirement benefit is calculated (x) minus (y), where (x) is the sum of items (i) and (ii) immediately above, reduced by 5/9 of 1% for each of the first 60 months that the early retirement benefit payment commencement date precedes the Traditional Participant’s normal retirement date and further reduced by 5/18 of 1% for each of the months in excess of 60 that the payment commencement date precedes the Traditional Participant’s normal retirement date, and (y) is item (iii) immediately above, but determined as if the Traditional Participant’s benefit under such Quanex Corporation qualified defined benefit plan commences to be paid at the same time as the Pension Plan benefit, using the reduction factors used in connection with such Quanex Corporation qualified defined benefit plan. No current executive officers are presently eligible for retirement benefits under the Pension Plan.
Under the Pension Plan, a Cash Balance Participant receives upon termination of employment with us following at least three years of vesting:
The sum of the notional company contributions accrued under the Pension Plan through the date on which the Cash Balance Participant terminates employment with us, where such contribution generally equals 4% of the Cash Balance Participant’s compensation for the applicable year; plus
The sum of the interest credits on those notional company contributions accrued under the Pension Plan through the date on which the Cash Balance Participant terminates employment with us, where such contribution generally equals the interest rate on the 30-year Treasury security for the fifth month prior to the first day of the applicable year.
For purposes of both Traditional Participants’ benefits and Cash Balance Participants’ benefits, the compensation taken into account under the Pension Plan is generally comprised of salary and bonus compensation for the applicable year. In addition, for purposes of both Traditional Participants’ benefits and Cash Balance Participants’ benefits, actuarial equivalence is determined using (i) the mortality table prescribed by IRS Revenue Ruling 2007-67 and (ii) (x) for lump sum
39
payments, an interest rate equal to the August phase in segment rate as prescribed by the Pension Protection Act of 2006 and (y) for all payment options other than lump sum payments, an interest rate equal to 6% per annum.
Supplemental Employee Retirement Plan
We provide additional retirement benefits to certain of our named executive officers under the Supplemental Employee Retirement Plan (the “SERP”). Eligibility to participate in the SERP is determined by the Board of Directors. Currently, the CEO, the SVP —– Finance and CFO, and the SVP —– General Counsel and Secretary are the only participants in the SERP.
Under the SERP, an eligible participant receives a monthly single life annuity (or actuarially equivalent optional form of payment) payable at age 65 equal to:
2.75% of the highest consecutive 36-month average of salary and bonus compensation from the last 60 months of employment,
multiplied by the named executive officer’s years of service (but not in excess of 20 years), and
reduced by (i) any benefits payable under the Pension Plan and (ii) 50% of the named executive officer’s Social Security benefits adjusted pro rata for years of service not in excess of 20 years.
~~Page 48 of 71~~
The named executive officer is required to remain employed until he or she has accumulated five years of service in order to receive a benefit under the SERP. SERP participants are eligible for early retirement benefits when they attain age 55 with five years of service. The early retirement benefit is calculated based on average compensation and service at early retirement, and reduced by 5% for each year benefit commencement precedes age 65. No current executive officers are presently eligible for retirement benefits under the SERP.
Upon a named executive officer’s termination of employment after a change in control, he or she will be eligible to receive a lump sum payment in lieu of any other benefit payable from the SERP. The lump sum is equal to the present value of the SERP life annuity, which is payable immediately without reduction for early payment, based on the named executive officer’s years of service and compensation at date of termination. The SERP is administered in a manner that is intended to comply with Section 409A of the Internal Revenue Code.
Restoration Plan
We provide additional retirement benefits to our executive officers who do not participate in the SERP under the Restoration Plan (the “Restoration Plan”). Eligibility to participate in the Restoration Plan is determined by a committee appointed by the Company’s Board of Directors. Currently, the VP —– Treasurer, the VP —– Controller, and the Company’s divisional leaders are the only participants in the Restoration Plan.
Under the Restoration Plan, an eligible participant will receive a lump sum actuarial equivalent of a monthly benefit for life payable at age 65 equal to:
the benefit payable to the named executive officer under the Pension Plan if the compensation taken into account under that plan were not capped at the amount required under Section 401(a)(17) of the Internal Revenue Code,
reduced by the benefit payable to the named executive officer under the Pension Plan taking into account only the amount of compensation allowed under Section 401(a)(17) of the Internal Revenue Code.
The specific elements of a named executive officer’s compensation taken into account for purposes of the Restoration Plan are the same as those items of compensation taken into account for purposes of the Pension Plan, described above.
The named executive officer must remain employed until he or she has accumulated five years of service in order to receive a benefit under the Restoration Plan. Restoration Plan participants are eligible for early retirement benefits when they attain age 55 with five years of service. The early retirement benefit is the actuarial equivalent of his lump sum benefit under
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the Restoration Plan, determined as of his or her early retirement date. No current executive officers are presently eligible for retirement benefits under the Restoration Plan. The Restoration Plan is administered in a manner that is intended to comply with Section 409A of the Internal Revenue Code.
~~Page 49 of 71~~
Historical Benefits Tables
The following table discloses the years of credited service of, present single-sum value of the accrued benefits as of October 31, ~~2010~~2011 for, and payments during fiscal year ~~2010~~2011 for the named executive officers under the SERP, the Pension Plan, and the Restoration Plan.

Number of Payments
Years During
Credited Present Value of Last Fiscal
Service Accumulated Benefit Year
Name Plan Name (#) ($) ($)
David D. Petratis SERP⁽¹⁾ 2.33 541,370 —
Pension Plan⁽²⁾ 2.33 26,246 —
Brent L. Korb SERP⁽¹⁾ 6.94 146,711 —
Pension Plan⁽²⁾ 6.94 55,133 —
Kevin P. Delaney SERP⁽¹⁾ 7.28 374,954 —
Pension Plan⁽²⁾ 7.28 111,875 —
Jairaj T. Chetnani Restoration Plan⁽³⁾ 1.92 — —
Pension Plan⁽²⁾ 1.92 13,537 —
Deborah M. Gadin Restoration Plan⁽³⁾ 5.22 1,523 —
Pension Plan⁽²⁾ 5.22 45,006 —
For information related to the valuation method and material assumptions applied in quantifying the present value of the current accrued benefit, please see Note 11 to the financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2011.
September 30, September 30, September 30, September 30,
Name
Plan Name Number of
Years
Credited
Service
(#) Present Value of
Accumulated Benefit
($) Payments
During
Last Fiscal
Year
($)
David D. Petratis
SERP⁽¹⁾ 3.34
991,327
37,549

—
Pension Plan ⁽²⁾ 3.34              —
Brent L. Korb
SERP⁽¹⁾ 7.94
395,416
78,479

—
Pension Plan ⁽²⁾ 7.94 —
Kevin P. Delaney
SERP⁽¹⁾ 8.28
597,257
164,320

—
Pension Plan ⁽²⁾ 8.28 —
Jairaj T. Chetnani
Restoration Plan ⁽³⁾ 2.92
4,644
23,955

—
Pension Plan⁽²⁾ 2.92 —
Deborah M. Gadin
Restoration Plan ⁽³⁾ 6.22
7,444
77,055

—
Pension Plan⁽²⁾ 6.22 —
(1)
The SERP provides retirement benefits for certain designated officers in addition to those provided under the Pension Plan. The purpose of the SERP is to supplement those retirement benefits that a Participant may be entitled to receive as a salaried employee of the Company. The SERP pays a retirement benefit to eligible employees following retirement or termination of employment. As noted above, the benefit formula under the SERP equals: 2.75 percent of Final Average Earnings (defined as the highest 36 months of compensation during the last 60 months preceding retirement or termination) multiplied by Years of Service (not in excess of 20 years), less the sum of (1) the Participant’s Pension Plan Benefit, and (2) one-half of the Participant’s Social Security Benefit multiplied by a fraction (which shall not exceed one) the numerator of which is the Participant’s number of years of Service and the denominator of which is 20. The definition of “compensation” under the SERP includes W-2 wages modified by excluding reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation, welfare benefits, BeneFlex dollars under the Company’s Medical Reimbursement Plan, and restricted stock awards and stock options; and modified further by including elective contributions under a cafeteria plan maintained by the Company that is governed by section 125 of the Code and elective contributions to any plan maintained by the Company that contains a qualified cash or deferred arrangement under section 401(k) of the Code.
Vesting in the SERP is based on 5 Years of Service. Early Retirement under the SERP requires a Participant to attain age 55 with 5 Years of Service. If the Participant retires prior to age 55, the accrued benefit is reduced 5% for each year (and fractional year) that the Participant’s benefit commencement precedes age 65.
~~Benefits under the SERP are paid under the following options:~~
Vesting in the SERP is based on five Years of Service. Early Retirement under the SERP requires a Participant to attain age 55 with five Years of Service. None of the named executive officers is currently eligible for an early retirement benefit under this plan. If the Participant retires prior to age 55, the accrued benefit is reduced 5% for each year (and fractional year) that the Participant’s benefit commencement precedes age 65.
Benefits under the SERP are paid under the following options:
Single Life Annuity
50%, 75%, or 100% Joint & Survivor Annuity
10 Year Certain and Life
Single Lump Sum

~~Page~~41
The SERP also pays a death benefit to the designated beneficiary if the Participant has retired or terminated employment, but has not commenced payment. In addition, the SERP pays a Disability Benefit. Should a Participant with six months of service terminate due to disability prior to early retirement, the SERP will pay a Disability Benefit until age 65 equal to 50 percent of 71
the sum of his monthly Earnings in effect at the date of his Disability and the monthly equivalent of the average of his Incentive Awards for the prior three Plan Years, less the sum of (1) the Participant’s Qualified Plan Benefit; (2) the Participant’s Social Security Benefit; (3) the Participant’s benefit under the Company’s group long-term disability insurance plan; (4) the Participant’s benefit under an individual disability policy provided by the Company; and (5) the Participant’s benefit under the Company’s wage continuation policy plan. Benefits payable from the Plan are equal to the actuarial equivalent of the accrued benefit at date of distribution employing the Actuarial Equivalent definition from the Pension Plan. The Company has no policy for granting additional service under this plan.
The SERP also pays a death benefit to the designated beneficiary if the Participant has retired or terminated employment, but has not commenced payment. In addition, the SERP pays a Disability Benefit. Should a Participant with six months of service terminate due to disability prior to early retirement, the SERP will pay a Disability Benefit until age 65 equal to 50 percent of the sum of his monthly Earnings in effect at the date of his Disability and the monthly equivalent of the average of his Incentive Awards for the prior three Plan Years, less the sum of (1) the Participant’s Qualified Plan Benefit; (2) the Participant’s Social Security Benefit; (3) the Participant’s benefit under the Company’s group long-term disability insurance plan; (4) the Participant’s benefit under an individual disability policy provided by the Company; and (5) the Participant’s benefit under the Company’s wage continuation policy plan. Benefits payable from the Plan are equal to the actuarial equivalent of the accrued benefit at date of distribution employing the Actuarial Equivalent definition from the Pension Plan. The Company has no policy for granting additional service under this plan.
(2)
The Pension Plan was established to provide retirement income to the Company’s non-union employees. It is an ERISA qualified pension plan. The Pension Plan pays a retirement benefit to eligible Participants equal to 1.5% of the Traditional Member’s Average Monthly Compensation (high 5 consecutive years of Earnings out of the 10 years preceding termination or retirement) times years and fractional years of Benefit Service earned prior to November 1, 1985 plus the sum of 1% of Average Monthly Compensation up to Social Security Covered Compensation and 1.5% of the Traditional Member’s Average Monthly Compensation in excess of Social Security Covered Compensation, the total of which is multiplied by years and fractional years of Benefit Service from, on and after November 1, 1985. Compensation is defined as earned income excluding deferred compensation. Compensation is limited by the compensation limits imposed under the Internal Revenue Code. For Cash Balance Participants, the Pension Plan pays the Account Balance with interest at date of termination. The contribution equals a certain percentage based on location, credited with interest. The Pension Plan pays a Death Benefit prior to retirement to the spouse, or to the estate, if no spouse. The Pension Plan does not provide for a Disability Retirement. The Pension Plan requires 5 Years of Vesting Service for Traditional Plan Participants and 3 Years of Service for Cash Balance Participants. Early Retirement under the Plan requires a Participant to have attained age 55 with 5 Years of Service. None of the named executive officers is currently eligible for an early retirement benefit under this plan. Benefits commencing prior to age 65 are reduced 5/9ths of 1% for each of the first 60 months, and an additional 5/18ths of 1% for each month in excess of 60 that benefits commence prior to age 65. The Company has no policy for granting additional service under this plan. Mr. Delaney and Ms. Gadin are Traditional Plan Participants, and Messrs. Petratis, Korb, and Chetnani are Cash Balance Participants.
(3)
The Restoration Plan was established to provide a retirement pay supplement for a select group of management or highly compensated employees so as to retain their loyalty and to offer a further incentive to them to maintain and increase their standard of performance. The Restoration Plan pays a retirement benefit in the form of a lump sum to eligible employees following retirement or termination of employment. If a Participant terminates employment, an Actuarial Equivalent lump sum of the Participant’s Pension Plan Benefit that would be payable if the applicable limitation under section 401(a)(17) of the Code for each fiscal year of the Pension Plan commencing on or after November 1, 1994, was not limited (indexed for increases in the cost of living), less the Participant’s Pension Plan Benefit. Early Retirement under the Restoration Plan requires a Participant to have attained age 55 with 5 Years of Service. None of the named executive officers is currently eligible for an early retirement benefit under this plan. The Restoration Plan requires 5 Years of Service for vesting purposes for Traditional Plan Participants, and three years of Service requirement for Cash Balance Participants. In addition, the Plan also pays a death benefit to the designated beneficiary if the Participant has retired or terminated employment, but has not commenced payment. The Restoration Plan does not provide a Disability Benefit. The Company has no policy for granting additional service under this plan.
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The following table discloses contributions, earnings and balances to the named executive officers under the Quanex Building Products Corporation Deferred Compensation Plan (the “DC Plan”) for the fiscal year ending October 31, ~~2010.~~

Executive Registrant Aggregate Aggregate Aggregate
Contributions Contributions Earnings in Withdrawals/ Balance at
FY 2010⁽¹⁾ in FY 2010⁽²⁾ FY 2010⁽³⁾ Distributions 10/31/2010⁽⁴⁾
Name ($) ($) ($) ($) ($)
David D. Petratis — — 272,112 — 1,498,844
Brent L. Korb — — — — —
Kevin P. Delaney — — — — —
Jairaj T. Chetnani 40,921 — 6,284 — 47,205
Deborah M. Gadin — — 13,349 — 84,609
2011.
September 30, September 30, September 30, September 30, September 30,
Name
     Executive
Contributions
FY 2011⁽¹⁾
($)      Registrant
Contributions in
FY 2011⁽²⁾
($)      Aggregate
Earnings in
FY 2011⁽³⁾
($)    Aggregate
Withdrawals/
Distributions
($)      Aggregate
Balance at
10/31/2011 ⁽⁴⁾
($)
David D. Petratis
     700,000         —           (253,464 )    —           1,945,380
Brent L. Korb
     —           —           —         —           —
Kevin P. Delaney
     —           —           —         —           —
Jairaj T. Chetnani
     —           —           (8,170 )    —           39,035
Deborah M. Gadin
     29,625         —           (12,621 )    —           101,613
(1)
Executive contributions are incentive compensation earned for performance from November 1, ~~2008~~2009 to October 31, ~~2009~~2010 and deferred in December ~~2009,~~2010, when they would have otherwise been paid, during fiscal ~~2010.~~2011. The full amount shown in the executive contributions column for each executive was reported in the Summary Compensation Table.
(2)
The registrant contributions in previous years were the associated match by Quanex Building Products Corporation for these executive contributions. The Company ~~temporarily~~ suspended its matching contributions on the DC Plan effective April 1, 2009.
~~Page 51 of 71~~
(3)
Aggregate earnings are not included as compensation in the current Summary Compensation Table. This item primarily reflects the change in market value of the deemed common stock held in each participant’s deferred compensation account.
(4)
The aggregate balance is as of ~~10/31/2010,~~October 31, 2011, and includes current and previous years’ executive and registrant contributions and the earnings on those contributions, less any withdrawals. The amounts reported in the aggregate balance at October 31, ~~2010~~2011 are reported in the Summary Compensation Table or were previously reported as compensation to the named executive officer in the Summary Compensation Table if such individual was included as a named executive officer in the respective previous years.
Qualified Defined Contribution Plans
Salaried and Nonunion Employee 401(k) Plan
The Salaried and Nonunion Employee 401(k) Plan (the “401(k) Plan”) is a defined contribution plan intended to be a tax-qualified plan under Section 401(a) of the Internal Revenue Code, for the benefit of substantially all of our salaried and nonunion hourly employees. An employee is eligible to participate in the 401(k) Plan on the later of (i) the date we or our affiliate that employs the employee adopt the 401(k) Plan or (ii) the date the employee completes one hour of service for us.
Participants in the 401(k) Plan may contribute from 1% of compensation per payroll period up to a maximum percentage per payroll period to be determined by the Benefits Committee. In addition, any new participants who do not affirmatively elect otherwise have 3% of their compensation per payroll period automatically contributed to the 401(k) Plan. To the extent permitted by the committee, participants may also make after-tax contributions to the 401(k) Plan.
We have made matching contributions to each participant’s account equal to 50% of the pre-tax contributions the participant makes to the 401(k) Plan up to 5% of the participant’s eligible compensation. The Company temporarily suspended its matching contributions to the 401(k) Plan effective April 1, 2009, and reinstated the matching contributions effective February 1, 2010. We may, at our discretion, make profit-sharing contributions to the participants’ accounts.
Participants will always be 100% vested in their pre-tax and after-tax contributions to the 401(k) Plan. Company matching and profit-sharing contributions vest 20% per year and are 100% vested after five years. In addition, a participant will be 100% vested in all amounts under the 401(k) Plan in the event of (i) disability prior to termination of employment, (ii) retirement or (iii) death prior to termination of employment.
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All distributions from the 401(k) Plan will be made in a single lump sum payment.
Stock Purchase Plans
Employee Stock Purchase Plan
The Employee Stock Purchase Plan (the “Stock Purchase Plan”) is designed to provide our eligible employees the opportunity to invest in our common stock through voluntary payroll deductions. In addition, participating employees receive a percentage match from us, thereby encouraging employees to share in our success and to remain in our service. The Stock Purchase Plan is not intended to meet the requirements of Section 423 of the Internal Revenue Code.
~~Page 52 of 71~~
The Stock Purchase Plan is administered by Wells Fargo Shareowner Services (the “Bank”), who may be removed at our election.
Regular full time employees of the Company (or any of our subsidiaries with our consent) will be eligible to participate in the Stock Purchase Plan. Participation in the Stock Purchase Plan will be voluntary.
Contributions to the Stock Purchase Plan
Contributions to the Stock Purchase Plan consist of employees’ payroll deductions and an amount from us equal to 15% of those deductions. The Company temporarily suspended its 15% contribution effective April 1, 2009, and reinstated the contribution effective February 1, 2010. The Bank establishes an account under the Stock Purchase Plan as agent for each eligible employee electing to participate in the Stock Purchase Plan and credits the following sources of cash to each employee’s account for the purchase of full and fractional shares of common stock (“Plan Shares”):
such employee’s payroll deductions;
such employee’s 15% Company contribution;
cash dividends received from us on all shares in such employee’s Stock Purchase Plan account at the time a dividend is paid; and
cash resulting from the sale of any (i) rights to purchase additional shares of our stock or other securities of ours, or (ii) securities of any other issuer.
Participants generally may not add shares of common stock held in their name to their accounts. All shares are held in the name of the Bank or its nominee as Plan Shares subject to the terms and conditions of the Stock Purchase Plan.
Purchase of Plan Shares
The Bank applies cash credited to each participant’s account to the purchase of full and fractional Plan Shares and credits such Plan Shares to such participants’ accounts. The price at which the Bank is deemed to have acquired Plan Shares for accounts is the average price, excluding brokerage and other costs of purchase, of all Plan Shares purchased by the Bank for all participants in the Stock Purchase Plan during the calendar month. The Bank purchases Plan Shares in negotiated transactions or on any securities exchange where our common stock is traded. The purchases are on terms as to price, delivery and other matters, and are executed through those brokers or dealers, as the Bank may determine.
Stock Certificates
The Bank holds the Plan Shares of all participants in its name or in the name of its nominee evidenced by as many or as few certificates as the Bank determines. No certificates representing Plan Shares purchased for participants’ accounts are issued to any participant unless the participant makes a request in writing or until the participant’s account is terminated and the participant makes the election described below under “Termination and Withdrawal by Participants.” Certificates are not issued for less than 10 shares unless the participant’s account is terminated.
44
Voting of Plan Shares
The Bank will vote each participant’s Plan Shares as instructed by the participant on a form to be furnished by and returned to the Bank at least five days (or such shorter period as the law may require) before the meeting at which the Plan Shares are to be voted. The Bank will not vote Plan Shares for which no instructions are received.
~~Page 53 of 71~~
Assignment or Sale
Except as otherwise described herein, participants cannot sell, pledge, or otherwise assign or transfer their accounts, any interest in their accounts or any cash or Plan Shares credited to their accounts. Any attempt to do so will be void.
Subject to the restrictions set forth below under “Restrictions on Resale,” each participant may request that the Bank sell:
all or part of such participant’s Plan Shares at any time, if the participant is employed by us or in connection with a division or subsidiary of ours immediately before we sell or otherwise dispose of that division or subsidiary and after such sale or other disposition the participant is no longer employed by us or our subsidiary; and
all or any part of such participant’s Plan Shares at any time after they have been held in the participant’s account for at least one year.
If a participant elects to sell all of his or her Plan Shares, such participant will be deemed to have terminated participation in the Stock Purchase Plan.
Termination and Withdrawal by a Participant
Participants may terminate their participation in the Stock Purchase Plan at any time by giving proper notice. Upon receipt of such notice, unless the participant has made a contrary election in written response to the Bank’s notice relating to such participant’s account, the Bank will send the participant a certificate or certificates representing the full Plan Shares accumulated in the participant’s account and a check for the net proceeds of any fractional share in the participant’s account. After the participant’s withdrawal, the sale by the participant of any shares of common stock issued to the participant upon such withdrawal is subject to the restrictions below under “Restrictions on Resale.” If a participant elects to terminate his or her participation in the Stock Purchase Plan, he or she may not rejoin the Stock Purchase Plan for a period of six months from the date of termination.
Restrictions on Resale
Our officers, directors and affiliates (as defined by the relevant securities laws) are subject to certain restrictions on resale that apply to sales by (i) the Bank on their behalf of shares of common stock pursuant to the Stock Purchase Plan and (ii) the participant, after he or she withdraws from the Stock Purchase Plan, of shares of common stock issued to the participant upon his or her withdrawal from the Stock Purchase Plan.
Nonqualified Defined Benefit and Other Nonqualified Deferred Compensation Plans
Our directors, executive officers, key management and highly compensated employees are eligible to participate in certain non-tax qualified plans described below.
2008 Omnibus Incentive Plan, as amended
We recognize the importance of aligning the interests of our directors, officers, and employees with those of our stockholders. This alignment of interests is reflected in the ~~Quanex Building Products Corporation 2008~~ Omnibus ~~Incentive~~ Plan, ~~(the “Omnibus Plan”),~~ which provides those persons who have substantial responsibility for the management and growth of the Company and its affiliates with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in their employment or affiliation with us and our affiliates.
45
The Omnibus Plan provides for the granting of stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, performance stock awards, performance unit awards, annual incentive awards, other stock-based awards and cash-based awards. Certain awards under the Omnibus Plan may be paid in cash or in our common stock. Eligibility will be determined by the Compensation Committee, which has exclusive authority to select the officer and employee participants to whom awards may be granted, and may determine the type, size and terms of each award. The Compensation Committee will also make all determinations that it decides are necessary or desirable in the interpretation and administration of the Omnibus Plan.
~~Page 54 of 71~~
Deferred Compensation Plan
We maintain a Deferred Compensation Plan that allows certain highly compensated management personnel and directors to defer all or a portion of their directors’ fees, compensation under the Omnibus Plan and compensation under the Management Incentive Plan (the “MIP”).
Eligibility and Participation
The individuals who are eligible to participate in the Deferred Compensation Plan are all participants in the Omnibus Plan or the MIP, and all of our directors, subject to additional eligibility requirements for participation in the Deferred Compensation Plan as the Compensation Committee may determine from time to time.
Deferral Elections
A participant may elect, during the designated election periods, (1) the percentage of his bonus awarded to him under the MIP (an “Incentive Bonus”) earned during the applicable year to be deferred under the Deferred Compensation Plan; (2) the percentage of his compensation earned under the Omnibus Plan during the applicable year (“Omnibus Compensation”) to be deferred under the Deferred Compensation Plan; (3) the percentage of his director fees earned during the applicable year to be deferred under the Deferred Compensation Plan; (4) the percentage to be deferred in the form of deemed shares of common stock or other investment funds provided under the Deferred Compensation Plan; (5) the length of the period for deferral; and (6) the form of payment at the end of the period for deferral (either a lump sum, or quarterly or annual installment payments over a period of time of not less than three nor more than 20 years). All elections made are irrevocable once they are made for a given plan year, except for the election as to how the distribution is to be made or as otherwise permitted under applicable Internal Revenue Service guidance. That election can be changed if the change is made at least 12 months prior to the end of the deferral period, is not effective for at least 12 months and the scheduled payment is no earlier than five years after the date on which the payment would have otherwise have been made or commenced. If the election of the form of distribution is changed and an event causing distribution occurs within one year, the change in election will be ineffective and the original election will remain in effect.
The deferrals in the form of deemed shares of common stock elected by all participants in any plan year will not be allowed to exceed 3% of the shares of common stock outstanding on the first day of the plan year.
Company Match
If a participant elects to defer a portion of his Incentive Bonus, Omnibus Compensation or director fees under the Deferred Compensation Plan in the form of deemed shares of our common stock for a period of three full years or more, we provide a matching award of additional deemed shares of common stock equal to 20% of the amount deferred, excluding deferrals of long-term incentives, in the form of deemed shares of our common stock; however, the Company ~~temporarily~~ suspended its matching award effective April 1, 2009.
The Participant’s Account
Under the Deferred Compensation Plan, the committee will establish an account for each participant, which we will maintain. The account will reflect the amount of our obligation to the participant at any given time (comprised of the amount of compensation deferred for the participant under the Deferred Compensation Plan, the Company match, and the amount of income credited on each of these amounts). If the participant elects his deferral to be in the form of deemed shares of our common stock, the number of shares credited to his account as common stock will be the number of shares of our common stock that could have been purchased with the dollar amount deferred, without taking into account any brokerage fees, taxes
46
or other expenses that might be incurred in such a transaction, based upon the closing quotation on the NYSE on the date the amount would have been paid had it not been deferred. In addition to the option to hold the account as deemed shares of common stock, the participant may choose from a variety of investment choices.
~~Page 55 of 71~~
Dividends ~~And~~and Distributions Onon Our Common Stock.
When dividends or other distributions are declared and paid on our common stock, those dividends and other distributions will be accrued in a participant’s account based upon the shares of common stock deemed credited to the participant’s account. Such amounts credited to a participant’s account will vest at the same time the underlying deemed shares of common stock vest and will be subject to the same forfeiture restrictions. The dividends or other distributions, whether stock, property, cash or other rights, will be credited to the account as additional deemed shares of our common stock. For this purpose, all dividends and distributions not in the form of deemed shares of our common stock or cash will be valued at the fair market value as determined by the Compensation Committee.
Common Stock Conversion Election
At any time during a period commencing three years prior to the earliest time a participant could retire under the Pension Plan and ending on the participant’s normal retirement date as established under the Pension Plan, the participant will be allowed to elect a retirement date under the Pension Plan and may elect to have all deemed shares of common stock in his account converted to cash and deemed to be invested in the participant’s selected investment options. At any time which is at least three years after deemed common stock is credited to a participant’s account, the participant will be allowed to elect to have such deemed common stock converted to cash and deemed to be invested in the participant’s selected investment options.
Vesting
All deferrals of the Incentive Bonus, Omnibus Compensation and director fees will be 100% vested at all times, except in event of forfeiture as described below. Company matching contributions and dividends will be 100% vested after the earliest of (i) three years after the applicable deemed share of common stock is credited to the participant’s account, (ii) the participant’s death, (iii) the participant’s termination of employment due to disability or (iv) the participant’s retirement.
If the Compensation Committee finds that the participant was discharged by us for fraud, embezzlement, theft, commission of a felony, proven dishonesty in the course of his employment by us that damaged us, for disclosing our trade secrets, or for competing directly or indirectly with us at any time during the first two years following his termination of employment, the entire amount credited to his account, exclusive of the total deferrals of the participant, will be forfeited. Notwithstanding the foregoing, such forfeitures will not apply to a participant discharged during the plan year in which a change of control occurs.
Distributions under the Deferred Compensation Plan
Upon a distribution or withdrawal, the balance of all amounts deemed invested in investment funds and the number of deemed shares of common stock credited to the participant and required to be distributed will be distributed in cash, whether the distribution or withdrawal is in a lump sum or in installments. The value per deemed share of common stock will be calculated based on the closing quotation for our common stock on the NYSE. Distributions will be made with respect to a participant’s interest in the Deferred Compensation Plan upon the expiration of the term of deferral as was previously elected by the participant or upon the participant’s earlier death or disability. A withdrawal may be made by the participant prior to an event causing distribution, in an amount needed to satisfy an emergency, in certain unforeseeable events of hardship beyond the control of the participant, as approved by the Compensation Committee.
The Deferred Compensation Plan will be administered in a manner that is intended to comply with Section 409A of the Internal Revenue Code.

~~Page 56 of 71~~
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COMMON STOCK PERFORMANCE
~~Common Stock Performance~~
The following graph compares the performance of the Company’s common stock to the performance of the Standard & Poor’s 500 Index (S&P 500), the Russell 2000 Index, and the Company’s peer group. Quanex Building Products Corporation was initially listed and began trading on the New York Stock Exchange on April 24, 2008. The graph assumes $100 invested on April 23, 2008 in Quanex Building Products Corporation common stock, in the S&P 500, in the Russell 2000 Index, and in the Industry Peer Group. The companies included in the Industry Peer Group are American Woodmark Corp, Apogee Enterprises Inc, Builders Firstsource, Drew Industries Inc, Eagle Materials Inc, Gibraltar Industries Inc, Griffon Corp, Louisiana-Pacific Corp, Simpson Manufacturing Inc, Trex Co Inc, and Universal Forest Prods Inc.
~~INDEXED RETURNS~~
~~Quarters Ending~~

Base
Period
Company / Index 4/23/08 4/30/08 7/31/08 10/31/08 1/31/09 4/30/09 7/31/09 10/31/09 1/31/10 4/30/10 7/31/10 10/31/10
Quanex
100 113.18 102.74 61.23 56.93 69.01 80.26 100.59 108.96 128.98 119.69 122.90
S&P 500 Index
100 100.41 92.35 71.01 61.00 64.95 73.92 77.97 81.21 90.18 84.15 90.85
Russell 2000 Index
100 101.17 101.28 76.49 63.42 70.07 80.29 81.43 87.41 104.37 95.09 102.73
Peer Group
100 103.65 87.45 69.35 58.66 74.07 87.49 80.06 86.32 114.88 86.83 84.49
   Base
Period    INDEXED RETURNS
Years Ending
Company Name / Index
   4/23/08    10/31/08    10/31/09    10/31/10    10/31/11
Quanex
   100       61.21       100.55       122.85       101.59
S&P 500 Index
   100       71.01       77.97       90.85       98.20
Russell 2000 Index
   100       76.49       81.43       103.07       109.99
Peer Group
   100       68.95       81.66       87.15       86.40

~~Page 57 of 71~~
48
COMMON STOCK OWNERSHIP
The following table sets forth, as of January ~~1, 2011,~~3, 2012, the number and percentage of beneficial ownership of shares of Common Stock, Restricted Stock Units, shares of Common Stock credited under the Deferred Compensation Plan, and the amount of shares obtainable upon conversion of options exercisable (or exercisable within 60 days) for each current director and nominee for director of the Company, the executive officers named in the Summary Compensation Table on page 4132 of this Proxy Statement, and all officers and directors as a group. Each of the directors and executive officers has sole voting and investment authority with respect to the securities listed by their name below.

Common Common
Stock Stock
Restricted Credited Underlying
Common Stock Stock Under Exercisable
Owned of Record Units DC Plan Options⁽¹⁾ Total Percent

David D. Petratis 177,712 — 83,350 240,098 501,160 1.30 %
Brent L. Korb 77,342 — — 120,366 197,708 *
Kevin P. Delaney 73,734 — — 114,272 188,006 *
Deborah M. Gadin 15,081 — 4,888 46,298 66,267 *
Jairaj T. Chetnani 12,590 — 2,625 26,149 41,364 *
Donald G. Barger 4,189 7,971 55,442 32,300 99,902 *
Susan F. Davis 25,182 5,698 15,352 32,300 78,532 *
William C. Griffiths — 2,969 — 16,879 19,848 *
LeRoy D. Nosbaum — 1,398 — 6,390 7,788 *
Joseph D. Rupp — 5,698 — 32,300 37,998 *
Curtis M. Stevens — 1,398 546 6,390 8,334 *
All Officers and Directors as a group 385,830 25,132 162,203 673,742 1,246,907 3.23 %
September 30, September 30, September 30, September 30, September 30, September 30,
     Common Stock
Owned of Record      Restricted
Stock
Units      Common Stock
Credited Under
DC Plan      Common
Stock
Underlying
Exercisable
Options⁽¹⁾      Total      Percent
David D. Petratis
     176,211         47,700         84,029         423,274         731,214         1.90 %
Brent L. Korb
     71,811         23,200         —           200,752         295,763         *
Kevin P. Delaney
     69,769         19,600         —           188,566         277,935         *
Deborah M. Gadin
     13,409         6,300         4,928         73,331         97,968         *
Jairaj T. Chetnani
     11,931         —           2,646         43,506         58,083         *
Donald G. Barger
     5,189         9,684         55,894         40,432         111,199         *
Robert R. Buck
     —           —           —           —           —           *
Susan F. Davis
     25,182         7,411         15,477         40,432         88,502         *
William C. Griffiths
     —           4,682         —           25,011         29,693         *
LeRoy D. Nosbaum
     —           3,111         —           19,522         22,633         *
Joseph D. Rupp
     —           7,411         —           40,432         47,843         *
Curtis M. Stevens
     —           3,111         2,674         19,522         25,307         *
All Officers and Directors as a group
     373,502         132,210         165,648         1,114,780         1,786,140         4.64 %
*
Less than 1.0%
(1)
Includes options exercisable within 60 days.
Section 16(a) Beneficial Ownership Reporting Compliance
Under SEC rules, the Company’s directors, executive officers and beneficial owners of more than 10% of the Company’s equity securities are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on its review of copies of these reports and representations of such reporting persons, the Company believes that all such SEC filing requirements were satisfied during the fiscal year ended October 31, ~~2010.~~
2011.

~~Page 58 of 71~~
49
CORPORATE GOVERNANCE
The Company’s business is managed under the direction of the Board of Directors. The following corporate governance guidelines have been adopted by the Board of Directors as the framework within which directors and management can effectively pursue the Company’s objectives of adding to shareholder value. These guidelines reflect the practices and principles by which the Company operates. The Board periodically reviews and may update these guidelines and other corporate governance matters.
Corporate Governance Guidelines
The Board
1.
The business of Quanex Building Products Corporation (the “Company”) shall be managed by a Board of Directors (the “Board”) who shall exercise all the powers of the Company not reserved to the shareholders by statute, the Certification of Incorporation or the By-Laws of the Company.
2.
The Chief Executive Officer shall be a member of the Board
3.
The size of the Board, the classification of directors, the term of office, and the process for filling vacancies shall be in accordance with the Company’s Certificate of Incorporation and By-Laws.
4.
In its discretion from time to time and as vacancies may occur, the Board may choose to employ a leadership structure consisting of either (a) a joint Chairman of the Board and Chief Executive Officer with an independent Lead Director, or (b) a non-executive Chairman of the Board, who shall serve in the role of Lead Director, with a separate Chief Executive Officer.
Board Committees
5.
The Board shall at all times maintain an Audit Committee, a Nominating & Corporate Governance Committee, and a Compensation & Management Development Committee, which shall operate in accordance with applicable laws, their respective Charters as adopted and amended from time to time by the Board, and the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange.
6.
The membership of the Audit Committee, the Compensation & Management Development Committee, or the Nominating & Corporate Governance Committee shall meet the independence requirements of applicable laws, the New York Stock Exchange, and if deemed appropriate from time to time, meet the definition of “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, and “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986.
7.
The Board may establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Company’s By-Laws as the Board sees fit.
Board Procedure
8.
At each regular meeting of the Board, the Board shall meet in executive session, where non-management directors meet without management participation.
9.
The Board, in executive session, shall conduct an annual review of the performance of the Chief Executive Officer, taking into account the views and recommendations of the Chairman of the Compensation & Management Development Committee as set forth in the Committee’s Charter.
10.
The Board shall review policies and procedures developed by the Company and reviewed and approved by the Compensation & Management Development Committee, regarding succession to the position of Chief Executive Officer and positions of other corporate officers and key executives in the event of emergency or retirement.
11.
The Board shall conduct an annual Self-Assessment to determine whether it and its committees are functioning effectively. The full Board shall discuss the evaluation to determine what, if any, action could improve Board and Board committee performance.

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50
Board Resources
12.
The Board shall establish methods by which interested parties may communicate directly with the Chairpersons of each Committee or with non-employee directors of the Board as a group and cause such methods to be published.
13.
The Company shall provide each director with complete access to the management of the Company, subject to reasonable notice to the Company and reasonable efforts to avoid disruption to the Company’s management, business and operations.
14.
The Board and Board committees, to the extent set forth in the applicable committee Charter, have the right to consult and retain independent legal and other advisors at the expense of the Company.
15.
The Board or the Company shall establish, or identify and provide access to, appropriate orientation programs, sessions or materials for newly-appointed directors of the Company for their benefit either prior to or within a reasonable period of time after their nomination or election as a director.
16.
The Board or the Company shall encourage directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of publicly-traded companies.
Director Qualifications
17.
A majority of the members of the Board must qualify as independent directors in accordance with the applicable rules of the New York Stock Exchange.
18.
A director shall not stand for re-election after reaching 70 years of age.
19.
Directors shall promptly report changes in their business or professional affiliations or responsibilities, including retirement, to the Chairman of the Board and the Chairman of the Nominating & Corporate Governance Committee.
20.
A director shall offer to resign from the Board if the Nominating & Corporate Governance Committee concludes that the director (a) no longer meets the Company’s requirements for service on the Board, or (b) has experienced a substantial reduction in responsibilities in full time employment. A director shall also offer to resign from the Board if the director has retired, been terminated, or has otherwise separated from an employer.
21.
No director shall serve as a director, officer or employee of a competitor of the Company.
22.
Non-employee directors shall not serve in a paid consulting role for the Company.
23.
Directors shall advise the Chairman of the Board and the Chairman of the Nominating & Corporate Governance Committee promptly upon accepting any other public company directorship or any assignment to the ~~Audit Committee~~audit committee or ~~Compensation Committee~~compensation committee of the board of directors of any public company of which such director is a member.
24.
Non-employee directors shall serve on the board of no more than three other public companies.
25.
A director who is also an officer of the Company shall not continue serving on the Board upon separation of employment with the Company, except in special instances to facilitate a transition of management.
26.
The Nominating & Corporate Governance Committee shall be responsible for establishing additional qualifications for directors, taking into account the composition and skills of the entire Board.
Director Responsibilities
27.
Directors should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company in a manner consistent with their fiduciary duties.
28.
Directors are expected to attend all Board meetings and meetings of committees to which they are assigned, and at a minimum, 75 percent of such meetings each year.
29.
Directors are expected to prepare for all meetings of the Board or committees to which they are assigned by reviewing the materials that are sent to all directors in advance of meetings.
51
30.
Non-employee directors are expected to own, beneficially or otherwise, common shares or common share equivalents of the Company’s Common Stock valued at no less than $200,000, which shares or share equivalents may be accumulated over the first five years of service.
~~Page 60 of 71~~
Director Compensation
31.
The Nominating & Corporate Governance Committee shall review and recommend for Board approval the form and amount of non-employee director compensation, including cash, equity-based awards and other director compensation.
32.
In determining non-employee director compensation, the Nominating & Corporate Governance Committee, may consult with appropriate advisers to determine levels of director compensation similar to the compensation of directors of similar companies.
33.
Non-employee directors shall be paid in equity and cash for their services, with a deferral option for fees paid in cash.
34.
Unless and until a recommendation is made by the Nominating & Corporate Governance Committee and approval of the Board, the amount of cash compensation for non-employee directors is as follows: ~~Retainer — $50,000/~~Retainer—$50,000/year paid quarterly; Committee Member Retainer ~~Fees — $7,500/~~Fees—$7,500/year paid quarterly for membership on the Audit Committee and $5,000/year paid quarterly for membership on the Compensation or Governance Committees; Committee chair ~~fees — $15,000/~~fees—$15,000/year paid quarterly for Audit Committee and $10,000/year paid quarterly for Compensation and Governance Committees; Lead Director fee of $20,000/year paid quarterly; and reimbursement for all travel and living expenses associated with meeting attendance.
35.
Unless and until a recommendation is made by the Nominating & Corporate Governance Committee and approval of the Board, new non-employee directors shall receive a one-time non-incentive stock option grant of 5,000 shares on his or her first anniversary of service on the Board.
36.
Unless and until a recommendation is made by the Nominating & Corporate Governance Committee and approval of the Board, on the last business day of each fiscal year, non-employee directors shall receive an annual non-incentive stock option grant of $50,000 in equivalent value.
37.
Unless and until a recommendation is made by the Nominating & Corporate Governance Committee and approval of the Board, on the last business day of each fiscal year, non-employee directors shall receive an annual restricted stock unit award of $25,000 in equivalent value.
38.
Unless and until a recommendation is made by the Nominating & Corporate Governance Committee and approval of the Board, non-employee directors shall not receive any remuneration from the Company other than as set forth in this Director Compensation section of the Corporate Governance Guidelines.
Role of Lead Director
~~39. The Lead Director shall preside at each executive session.~~
39.
The Lead Director shall preside at each executive session.
40.
The Lead Director shall be a member of the Executive Committee and shall have the following responsibilities:
a.
Chairing the Board in the absence of the Chairman;
b.
Acting as liaison between the Board and the Chairman, as requested by the Board;
c.
In concert with the Chairman, setting the agenda for board meetings, based on input from directors and the annual meeting plans;
52
d.
Ensuring that independent directors have adequate opportunity to meet in executive session without management present, and setting the agenda for, and moderating, all such sessions;
e.
Communicating to the Chief Executive Officer, as appropriate, the results of executive sessions among independent directors;

~~Page 61 of 71~~
f.
Ensuring that the Board has adequate resources, including full, timely and relevant information, to support its decision making requirements;
g.
Organizing the Board’s evaluation of the Chairman and providing the Chairman with feedback related thereto;
h.
Working with the Chairman to ensure proper ~~committee~~Committee structure and membership, including the assignment of members and ~~committee~~Committee chairs, and appropriate succession planning related to members and ~~committee~~Committee chairs;
i.
Notifying the Chairman of the retention of outside advisors and consultants who report directly to the Board;
j.
Participating in one-on-one discussions with individual directors, as requested by the Nominating & Corporate Governance Committee;
k.
Leading the Board self-assessment process, in conjunction with the Nominating & Corporate Governance Committee;
l.
Working with the Chairman to form Special Committees of the Board, as necessary;
m.
Carrying out other duties as requested by the Board or the Nominating & Corporate Governance Committee.
Officer Responsibilities
41.
The Chief Executive Officer shall serve on the board of no more than one other public company.
42.
Other executive officers shall serve on the board of no more than one other public company.
43.
The Chief Executive Officer is expected to own, beneficially or otherwise, common shares or common share equivalents of the Company’s Common Stock of at least 400% of the value of his/her base salary within three years of serving in said role. Senior officers are expected to own, beneficially or otherwise, common shares or common share equivalents of the Company’s Common Stock of at least 200% of their base salary and officers 100% of their base salary under the same terms.
44.
To the extent permitted by law, and as determined by the Board in its judgment, the Company may require reimbursement of a portion of any cash performance-based bonus granted to the named executive officers and, if applicable, business unit leaders, where (a) the performance bonus payment was predicated upon the achievement of certain financial results that were subsequently the subject of a material restatement; and (b) a lower payment would have been made to the executive(s) based upon the restated financial results. In each such instance, the Company will, to the extent practicable, seek to recover the amount by which the individual cash performance bonus for the relevant period exceeded the lower payment that would have been made based on the restated financial results. No reimbursement shall be required if such material restatement was caused by or resulted from any change in accounting policy or rules.
Amendment and Waiver
45.
The Quanex Corporate Governance Guidelines may be amended, modified, or waived by the Board and waivers of these Guidelines may also be granted by the Nominating & Corporate Governance Committee, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of the New York Stock Exchange.

~~Page 62 of 71~~
53
Communications with the Company
Quanex invites inquiries to the Company and its Board of Directors. Interested persons may contact the appropriate individual or department by choosing one of the options below.
General
Investor Information:
For Investor Relations matters or to obtain a printed copy of the Company Code of Ethics, Corporate Governance Guidelines or charters for the Audit, Compensation and Management Development, and Nominating and Corporate Governance Committees of the Board of Directors, send a request to the Company’s principal address below orinquiry@quanex.com. This material may also be obtained from the Company website atwww.quanex.com~~by following~~ in the ~~“Corporate Governance” link.~~
“Investor Relations” section. The Company has also adopted a Code of Business Conduct & Ethics for Senior Financial Executives that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. This Code can be obtained in the same manner as the other material described in this paragraph.
The Company’s required Securities Exchange Act filings such as annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the Company’s website, as soon as reasonably practicable after they have been filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (the “1934 Act”). Forms 3, 4 and 5 filed with respect to equity securities under Section 16(a) of the 1934 Act are also available on the Company’s website. All of these materials are located atin the ~~“Financial Information” link found on~~“Investor Relations” section of the Company’s website atwww.quanex.com. They can also be obtained free of charge upon request to the Company’s principal address below orinquiry@quanex.com.
Communications with the Company’s Board of Directors:
Persons wishing to communicate to the Company’s Board of Directors or a specified individual director may do so by sending them in care of the Chairman of the Board of Directors at the Company’s principal address below, or by ~~emailing~~visiting the ~~Company~~Company’s web-based Alert Line at~~hotline@quanex.com~~quanex.alertline.com. There is also a link to the Alert Line in the “Contact Us” section of the Company’s website atwww.quanex.com.
As noted in the Corporate Governance Guidelines, the ~~Chairman of the Nominating and Corporate Governance Committee~~Lead Director shall preside at each executive session of non-management directors. Any stockholder wishing to send communications to such presiding director, or non-management directors as a group, may do so by sending them in the care of ~~Chairman, Nominating and Corporate Governance Committee,~~Lead Director, Quanex Building Products Corporation Board of Directors, at the Company’s principal executive offices.
~~Hotline~~Alert Line
Accounting Issues:
Persons who have concerns or complaints regarding questionable accounting, internal accounting controls or auditing matters may submit them to the Senior Vice ~~President —~~ President—Finance and Chief Financial Officer at the Company’s principal address or ~~via email~~by visiting the Company’s web-based Alert Line at~~hotline@quanex.com~~quanex.alertline.com.
Such communications will be kept confidential to the fullest extent possible. If the individual is not satisfied with the response, they may contact the Audit Committee of the Board of Directors of the Company. If concerns or complaints require confidentiality, then this confidentiality will be protected, subject to applicable laws.

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54
Reporting Illegal or Unethical Behavior:
Employees, officers and directors who suspect or know of violations of the Company Code of Business Conduct and Ethics, or illegal or unethical business or workplace conduct by employees, officers or directors have an obligation to report it. If the individuals to whom such information is conveyed are not responsive, or if there is reason to believe that reporting to such individuals is inappropriate in particular cases, then the employee, officer or director may contact the Chief Compliance Officer, Chief Financial Officer, Director of Internal Audit, or any corporate officer in person, by telephone, by letter to the Company’s principal address, or ~~e-mail~~online as set forth below. Quanex also encourages persons who are not affiliated with the Company to report any suspected illegal or unethical behavior.
1)~~By Letter~~
1)
By Letter
Quanex Building Products Corporation
1900 West Loop South, Suite 1500
Houston, Texas 77027
2)~~By Telephone~~
2)
By Telephone
Direct Telephone (713) 877-5349
Toll Free Telephone (800) 231-8176
Toll Free ALERT LINE (888) 475-0633
3) ~~Direct Telephone~~ ~~(713) 877-5349~~
~~Toll Free Telephone~~ ~~(800) 231-8176~~
~~Toll Free HOTLINE~~ ~~(888) 704-8222~~
Via Internet
3)~~By Electronic Mail HOTLINE~~
~~hotline@quanex.com~~https://quanex.alertline.com
Such communications will be kept confidential to the fullest extent possible. If the individual is not satisfied with the response, he or she may contact the Nominating and Corporate Governance Committee of the Board of Directors of the Company. If concerns or complaints require confidentiality, then this confidentiality will be protected, subject to applicable laws.

~~Page 64 of 71~~
55
STRUCTURE AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company’s Board currently consists of ~~seven~~eight directors. The ~~Company’s independent directors sit on all of the three primary committees and therefore the~~ Audit, Management Development & Compensation, and Nominating & Corporate Governance Committees are all comprised solely of independent directors. Mr. Petratis became Chief Executive Officer of the Company in July 2008 and became the Company’s Chairman in December 2008. In addition, the Board selects a separate independent Lead Director.
Currently, Mr. Rupp serves as the Lead Director.
The Board believes that this leadership structure is best for Quanex Building Products at the current time, as it appropriately balances the need for the CEO to run the company on a day-to-day basis with significant involvement and authority vested in an outside board ~~member —~~ member—the Lead Director. The Board believes that there are a number of important advantages to having the positions of Chairman and Chief Executive Officer held by the same person. The Chief Executive Officer is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience, oversight and expertise from outside of the Company and industry, while the Chief Executive Officer brings Company-specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between Management and the Board, which are essential to effective governance.
The Company’s independent directors meet in regularly scheduled executive sessions at each of the Company’s Board meetings, without management present and with the Lead Director presiding. The Lead Director, who is required to be independent, is actively engaged in facilitating communication with the individual directors and the Chief Executive Officer and provides guidance and counsel to Mr. Petratis on behalf of the independent directors. In addition, the Lead Director is responsible for chairing the Board in the absence of the Chairman; acting as liaison between the Board and the Chairman; assisting the Chairman in setting the agenda for board meetings, ensuring that there are adequate opportunities for executive sessions of the directors and communicating the results of all such sessions; participating in one-on-one discussions with individual directors as requested by the Governance Committee; and working with the Chairman to form Special Committees of the Board, if necessary.
During fiscal ~~2010,~~2011, the Board of Directors met ~~five~~eight times, and the independent directors met five times in executive session ~~while~~with the Lead Director presiding. In addition, the Audit Committee met ~~five~~six times, the Compensation and Management Development Committee met ~~four~~six times, and the Nominating and Corporate Governance Committee met ~~nine~~three times. The Executive Committee did not meet. All directors attended more than 75% of the combined number of Board meetings and meetings of committees of which they are members. The Company’s Board of Directors holds a meeting immediately following each year’s annual meeting of stockholders. Therefore, members of the Company’s Board of Directors generally attend the Company’s annual meetings of stockholders. All the current members of the Board who were board members at the time of the meeting attended the ~~2010~~2011 stockholders’ meeting.
Audit Committee
The members of the Audit Committee are Messrs. Barger, Buck, Rupp, ~~Stevens~~ and ~~Barger~~Stevens (Chairman), each of whom satisfies the independence requirements of the New York Stock Exchange and the 1934 Act and meets the definitions of “non-employee director” under Rule 16b-3 of the ~~Securities and Exchange~~1934 Act ~~of 1934~~ and “outside director” under Section 162(m) of the Internal Revenue Code of 1986. In addition, ~~Messrs. Rupp, Stevens and Barger~~all members of the Committee have ~~each~~ been designated “audit committee financial experts” within the meaning of Item 401(h) of Regulation S-K.
The Audit Committee’s responsibilities to the Board are detailed in the written Audit Committee Charter adopted by the Company’s Board of Directors, which is posted on the Company’s website atwww.quanex.comand incorporated in this Proxy Statement by reference. Interested Stockholders may also obtain a copy of the Audit Committee Charter, free of charge, by contacting the Company at the address or phone number listed in the section entitled “Communications with the Company”.

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56
Audit Committee Report to Stockholders
We have reviewed and discussed the Company’s audited financial statements for the year ended October 31, ~~2010,~~2011, with senior management and with Deloitte & Touche LLP, certified public accountants, the independent auditors and accountants for the Company. In addition, we have reviewed and discussed with senior management the design and effectiveness of the Company’s internal controls over financial reporting and have further reviewed and discussed the opinion and audit of Deloitte & Touche LLP regarding those controls.
We discussed with Deloitte & Touche LLP the matters required to be discussed by AU Section 380, Communication with Audit Committees, with respect to those statements. We have received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, and have discussed with Deloitte & Touche LLP its independence in connection with its audit of the Company’s most recent financial statements. We have also reviewed and approved limited non-audit services rendered by Deloitte & Touche LLP and approved all fees paid for audit and non-audit services.
Based on these reviews and discussions, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, ~~2010.~~2011. The Committee also evaluated and selected Deloitte & Touche LLP as independent auditors for fiscal year ~~2011.~~
2012.
The information in the foregoing three paragraphs shall not be deemed to be soliciting material, or be filed with the SEC or subject to Regulation 14A or 14C or to liabilities of Section 18 of the Securities Act, nor shall they be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate these paragraphs by reference.
Dated ~~December 1, 2010~~
November 30, 2011
Audit Committee
Curtis M. Stevens, Chairman
Donald G. Barger, Jr.~~, Chairman~~
Robert R. Buck
Joseph D. Rupp
~~Curtis M. Stevens~~
Audit and Related Fees
The following table reflects fees for professional audit services rendered by Deloitte & Touche LLP for (i) the audit of our financial statements for the ~~year~~fiscal years ended October 31, ~~2010~~2011 and ~~2009;~~2010; and (ii) fees billed for other services rendered by Deloitte & Touche LLP during these periods.

FY 2010 FY 2009
Audit Fees⁽¹⁾
$ 1,076,000 $ 1,232,000
Audit Related Fees⁽²⁾
30,000 23,000
Tax Fees⁽³⁾
50,000 42,000
Transaction Related Fees⁽⁴⁾
— 2,000
All Other Fees — —

Total
$ 1,156,000 $ 1,299,000

September 30, September 30,
     FY 2011      FY 2010
Audit Fees⁽¹⁾
     $ 1,210,000         $ 1,076,000
Audit Related Fees⁽²⁾
     8,000         30,000
Tax Fees⁽³⁾
     52,000         50,000
All Other Fees
     —           —




Total
     $ 1,270,000         $ 1,156,000




(1)
Audit Fees consist of professional services and related expenses rendered by Deloitte & Touche LLP for the audit of our annual financial statements, audit of internal controls and review of financial statements included in Forms 10-Q and Form ~~10-K.~~10-K and other statutory or regulatory filings.
(2)
Audit Related Fees include employee benefit audits as well as assurance and related services by Deloitte & Touche LLP that are reasonably related to the performance of the audit or review of our financial statements and are not included in Audit Fees.
(3)
Tax Fees include professional services rendered by Deloitte & Touche LLP for tax return reviews and miscellaneous consulting.
~~(4)~~ ~~Transaction Related Fees represent services provided by Deloitte & Touche LLP related to the spin-off and merger that occurred in April 2008.~~

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57
Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
Pursuant to its charter, the Audit Committee of our Board of Directors is responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement between the Company and its independent auditors. Deloitte & Touche LLP’s engagement to conduct the audit of Quanex Building Products Corporation for fiscal ~~2010~~2011 was approved by the Audit Committee on December ~~2, 2009.~~14, 2010. Additionally, each permissible audit and non-audit engagement or relationship between the Company and Deloitte & Touche LLP entered into during fiscal ~~2009~~2010 and fiscal ~~2010~~2011 was reviewed and approved by the Audit Committee, as provided in its charter.
We have been advised by Deloitte & Touche LLP that substantially all of the work done in conjunction with its ~~2010~~ audit of the Company’s financial statements for the most recently completed fiscal year was performed by full-time employees and partners of Deloitte & Touche LLP. The Audit Committee has determined that the provisions of services rendered for all other fees, as described above, is compatible with maintaining independence of Deloitte & Touche LLP.
Compensation and Management Development Committee
The current members of the Compensation and Management Development Committee are Messrs. Griffiths and Nosbaum and Ms. Davis (Chairwoman). The Compensation and Management Development Committee’s responsibilities to the Board are detailed in the Compensation and Management Development Committee Charter, which is available on the Company’s website atwww.quanex.comand incorporated in this Proxy Statement by reference. Interested Stockholders may also obtain a copy of the Compensation and Management Development Committee Charter, free of charge, by contacting the Company at the address and phone number listed in the section entitled “Communications with the Company”.
During the fiscal year ended October 31, ~~2010,~~2011, each of Ms. Davis and Messrs. Griffiths and Nosbaum satisfied the independence requirements of the New York Stock Exchange and met the definitions of “non-employee director” under Rule 16b-3 under the ~~Securities and Exchange~~1934 Act ~~of 1934~~ and “outside director” under Section 162(m) of the Internal Revenue Code of 1986.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serve as a member of the compensation committee or as a member of the board of directors of any other company of which any member of our compensation committee or board of directors is an executive officer.
Compensation Committee Report
The Compensation and Management Development Committee ~~(the “Compensation Committee”) of the Board of Directors~~ has reviewed and discussed with management the Compensation Discussion and Analysis contained elsewhere in this Proxy Statement. Based on this review and discussion, the Compensation and Management Development Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included herein and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended October 31, ~~2010.~~
2011.
Dated ~~December 1, 2010~~
November 30, 2011
Compensation and Management Development Committee
Susan F. Davis, Chairwoman
William C. Griffiths
LeRoy D. Nosbaum

~~Page 67 of 71~~
58
Nominating and Corporate Governance Committee
The members of the Nominating and Corporate Governance Committee are Ms. Davis and Messrs. Rupp and Griffiths (Chairman) each of whom satisfies the independence requirements of the New York Stock Exchange and the Securities and Exchange Commission.
The Nominating and Corporate Governance Committee’s responsibilities to the Board are detailed in the Nominating and Corporate Governance Committee Charter available on the Company’s website atwww.quanex.comand incorporated herein by reference. Interested Stockholders may also obtain a copy of the Nominating and Corporate Governance Committee Charter, free of charge, by contacting the Company at the address or phone number listed in the section entitled “Communications with the Company”.
The Nominating and Corporate Governance Committee develops and maintains qualification criteria and procedures for the identification and recruitment of candidates for election to serve as directors of the Company. The Nominating and Corporate Governance Committee relies on the knowledge and relationships of the Company and its officers and directors, as well as third parties when it deems necessary, to identify and evaluate nominees for director, including nominees recommended by stockholders. During fiscal 2011, the Committee engaged a search firm to assist it in locating and engaging new director nominees, including the identification and introduction of potential nominees based on criteria set forth by the Committee, and the performance and summarization of all necessary background investigations. Although the Company has no formal policy on diversity for board members, the board considers diversity of experience and background in an effort to ensure that the composition of our directors ensures a strong and effective board.
The Company’s Corporate Governance Guidelines set forth age limitations for directors and require that a majority of our directors be independent in accordance with the requirements of the New York Stock Exchange and Securities and Exchange Commission. In addition, the Corporate Governance Guidelines set forth the minimum qualifications for a director and provide that the Nominating and Corporate Governance Committee will be responsible for establishing additional qualifications for directors, taking into account the composition and skills of the entire Board. In general, persons considered for Board positions must have demonstrated leadership capabilities, be of sound mind and high moral character, have no personal or financial interest that would conflict with the interests of the Company, possess certain key attributes that benefit the Company, and be willing and able to commit the necessary time for Board and committee service.
Subject to certain exceptions as set out in its charter, the Nominating and Corporate Governance Committee is responsible for reviewing and pre-approving any financial arrangement, transaction or relationship (including indebtedness or guarantees of indebtedness), or series of similar transactions within a fiscal year, in which the Company is a participant, any related party has a direct or indirect material interest, and the amount involved is $100,000 or more. The Committee is further responsible for providing advance approval of any charitable contribution made on behalf of a related party or to an organization where a related party is an officer or director, if the amount involved is $10,000 or more within a fiscal year, and the Company is a direct or indirect participant.
In August 2011, the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated Bylaws. This amendment revised the Bylaws to change the advance notice requirement for stockholders to make nominations for directors and to propose matters at an annual meeting. Under the new Bylaw provision, to be timely, a stockholder’s notice must be received at the Company’s principal executive offices not less than 120 nor more than 150 days prior to the first anniversary date of the immediately preceding annual meeting. The former provision counted a proposal as timely if it was received not less than 90 nor more than 150 days prior to the first anniversary date of the immediately preceding annual meeting.
Nomination of Directors
The Nominating and Corporate Governance Committee will consider director nominees recommended by stockholders of the Company in accordance with the rules and procedures set forth in the Committee’s charter and the Company’s Amended and Restated Bylaws. Under its charter, the Nominating and Corporate Governance Committee will consider nominees for director recommended by stockholders of the Company, provided such recommendations are addressed to the chairman of the Committee at the Company’s principal executive office and received by the Chairman of the Committee in accordance with the time limits set forth in the Company’s Bylaws. The Company’s Amended and Restated Bylaws in turn provide that, subject to certain limitations discussed below, any stockholder entitled to vote in the election of
59
directors generally may nominate one or more persons for election as director at the meeting. The Company’s Bylaws also provide that a stockholder must give written notice of such stockholder’s intent to make such nomination or nominations, either by personal delivery or by United States mail, postage prepaid, which must be delivered to or mailed and received at the Company’s principal executive offices not later than the close of business on the 90^th120th day nor earlier than 150 days prior to the first anniversary date of the immediately preceding Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is more than 60 days later than the anniversary date of the immediately preceding Annual Meeting, the notice must be received not later than the close of business on the tenth day following the earlier of the date on which a written statement setting forth the date of the Annual Meeting was mailed to stockholders or the date on which it is first disclosed to the public. Notwithstanding the foregoing, if an existing director is not standing for re-election to a directorship which is the subject of an election at such meeting, or if a vacancy exists as to a directorship which is the subject of an election, whether as a result of resignation, death, an increase in the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Company naming all of the nominees for director or ~~otherwise, then~~specifying the size of the increased board of directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a ~~stockholder may make a nomination~~stockholder’s notice shall also be considered timely, but only with respect to nominees for any new positions created by such ~~directorship~~increase, if it shall be delivered to the Secretary of the Company at ~~any time~~the principal executive offices of the Corporation not later than the close of business on the tenth day following the ~~date~~day on which ~~a written statement setting forth the fact that~~ such ~~directorship~~public announcement is ~~to be elected and the name of the nominee proposed~~first made by the ~~Board of Directors is first mailed to stockholders.~~
Company.
~~Page 68 of 71~~
If a stockholder proposes to nominate a person for election as a director, the notice must set forth (A) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (or any subsequent provisions replacing such Act, rules or regulations), (B) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (C) a completed and signed questionnaire, representation and agreement as required by the Company’s Amended and Restated Bylaws. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures. Subject to the exceptions discussed above, written notice of a stockholder’s intent to nominate a person for director at the ~~2012~~2013 Annual Meeting must be given on or before ~~November~~October 26, ~~2011,~~2012, and must be given after September ~~27, 2011.~~
26, 2012.
There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by the committee or by a stockholder.
~~Dated December 1, 2010~~
~~Nominating and Corporate Governance Committee~~
~~William C. Griffiths, Chairman~~
~~Susan F. Davis~~
~~Joseph D. Rupp~~
Executive Committee
The current members of the Executive Committee are Messrs. Rupp, Barger and Petratis, who is Chairman. When necessary, this committee acts on behalf of the Board between regularly scheduled meetings of the Board of Directors. Mr. Rupp currently serves as the Board’s Lead Director.
Risk Oversight
Our Board is responsible for oversight of Quanex Building Products’ risk assessment and management process. The Board delegated to the Compensation Committee basic responsibility for oversight of management’s compensation risk assessment, and the Committee reports to the Board on its review. Our Board also delegated tasks related to risk process oversight to our Audit Committee, which reports the results of its review to the Board. In addition to the reports from the Audit and Compensation Committees, our Board periodically discusses risk oversight. The Company’s Director of Internal Audit reports directly to the Audit Committee and has direct and unrestricted access to the Committee. In addition, the Audit Committee meets in executive session at each of its meetings with the Director of Internal Audit, the Company’s General Counsel and representatives of the Company’s independent registered public accounting firm, Deloitte & Touche.

~~Page 69 of 71~~
60
FURTHER INFORMATION
Principal Stockholders
The following table contains information regarding the beneficial ownership of each person or entity ~~who~~that is known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding Common Stock. Unless otherwise indicated, all information contained in this table is current as of September 30, ~~2010.~~2011. Such information is based upon information provided to the Company by such owners or their required SEC filings.

Amount and
Nature of
Beneficial Percent
Name and Address Ownership (%)
Fidelity Management & Research, LLC, 82 Devonshire St., Boston, MA 02109 3,723,160 ⁽¹⁾ 9.6
State Street Global Advisors (US), One Lincoln Place, Boston, MA 02111 2,810,642 ⁽²⁾ 7.5
BlackRock Institutional Trust Company N.A., 400 Howard Street, San Francisco, CA 94105 2,908,365 ⁽³⁾ 7.1
Artisan Partners Limited Partnership, 875 East Wisconsin Avenue, Suite 80, Milwaukee, WI 53202 2,572,859 ⁽⁴⁾ 6.8
Keeley Asset Management Corp., 401 South LaSalle Street, Suite 1201, Chicago, IL 60605 1,877,500 ⁽⁵⁾ 5.0
September 30, September 30,
Name and Address
Amount
and
Nature of
Beneficial
Ownership Percent
(%)
~~(1)~~
T. Rowe Price Group, Inc., 100 East Pratt St., Baltimore, MD 21202
     3,588,190 ⁽¹⁾ 9.5
Gates Capital Management, 1177 Avenue of the Americas, 32^nd Floor, New York, NY 10036
3,207,411 ⁽²⁾ 8.5
Artisan Partners Limited Partnership, 875 East Wisconsin Avenue, Suite 80, Milwaukee, WI 53202
2,791,759 ⁽³⁾ 7.4
BlackRock Fund Advisors, 400 Howard Street, San Francisco, CA 94105
2,636.364 ⁽⁴⁾ 7.0
Fidelity Management & Research Co., 82 Devonshire St., Boston, MA 02109
2,107,826 ⁽⁵⁾ 5.6
Wells Capital Management, 525 Market St., 10^th Floor, San Francisco, CA 94105
1,974,382 ⁽⁶⁾ 5.2
Royce & Associates LLC, 745 Fifth Avenue, New York, NY 10151
1,966,991 ⁽⁷⁾ 5.2
(1)
T. Rowe Price Associates, Inc. possesses sole voting authority on 644,950 shares.
(2)
Gates Capital Management, Inc. possesses sole voting authority on all shares.
(3)
Artisan Partners Limited Partnership, a subsidiary of Artisan Partners Holding LP, possesses sole voting authority with respect to 2,682,559 shares.
(4)
BlackRock Fund Advisors or its subsidiaries possess sole voting authority with respect to all shares.
(5)
Fidelity Management & Research Co., a wholly owned subsidiary of FMR LLC, has sole voting authority ~~on 193,460 shares~~ and investment discretion with respect to all shares. Fidelity reported this ownership amount as of November ~~15, 2010.~~30, 2011.
~~(2)~~(6) ~~State Street Global Advisors (US) possesses shared voting authority on all shares.~~
~~(3)~~ ~~BlackRock Institutional Trust Company N.A. (formerly Barclays Global Investors, a subsidiary of Barclays PLC), is an asset management subsidiary of BlackRock~~
Wells Capital Management, Inc.~~, and~~ possesses sole voting authority ~~with respect to all~~on 81,275 shares.
~~(4)~~(7) ~~Artisan Partners Limited Partnership, a subsidiary of Artisan Partners Holding LP,~~
Royce & Associates possesses ~~shared voting authority with respect to 2,401,859 shares.~~
~~(5)~~ ~~Keeley Asset Management Corp. possesses sole investment discretion and~~ sole voting authority on all shares.
Other Matters and Stockholder Proposals
The Audit Committee has appointed the firm of Deloitte & Touche LLP as independent auditors for the year ending October 31, ~~2011.~~2012. Representatives of Deloitte & Touche are expected to attend the meeting, will be afforded an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
At the date of this Proxy Statement, management is not aware of any matters to be presented for action at the meeting other than those described above. However, if any other matters should come before the meeting, it is the intention of the persons named as proxies in the accompanying proxy card to vote in accordance with their judgment on such matters.
Under Rule 14a-8 of the Securities Exchange Act of 1934, to be included in the proxy materials for the 2013 annual meeting, stockholder proposals that are submitted for presentation at that annual meeting and are otherwise eligible for inclusion in the proxy statement must be received by us no later than September 25, 2012.
The Company’s Amended and Restated Bylaws provide that, for business to be properly brought before an Annual Meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company, not less than 90120 days (which for the ~~2012~~2013 meeting would be ~~November~~October 26, ~~2011)~~2012) nor more than 150 days (which for the ~~2012~~2013 meeting would be September ~~27, 2011)~~26, 2012) prior to the anniversary date of the immediately preceding Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is more than 60 days (which for the ~~2012~~2013 meeting would be April 24, ~~2012)~~2013) later than the anniversary date of the immediately preceding Annual Meeting, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the earlier of the date on which a written statement setting forth the date of the Annual Meeting was mailed to stockholders or the date on which it is first disclosed to the public.

~~Page 70 of 71~~
61
To be in proper form, a stockholder’s notice must set forth the following items:
(i) If the stockholder proposes to nominate a person for election as a director, the notice must set forth (A) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (or any subsequent provisions replacing such Act, rules or regulations), (B) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (C) a completed and signed questionnaire, representation and agreement as required by the Company’s Amended and Restated Bylaws.
(ii) If the stockholder proposes to bring any other matter before the Annual Meeting, the notice must set forth (A) a brief description of the business desired to be brought before the Annual Meeting, (B) the reasons for conducting such business at the Annual Meeting, (C) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the ~~by-laws~~Bylaws of the Company, the language of the proposed amendment), (D) any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, and (E) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such ~~stockholder; and~~
stockholder.
(iii) In either case, the notice must also set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, (A) the name and address, as they appear on the Company’s books, of such stockholder proposing such proposal, and of such beneficial owner, if ~~any,~~any; (B)(1) the class and number of shares of the Company which are directly or indirectly owned beneficially or of record by such stockholder and by such beneficial owner, (2) the existence and material terms of any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner, if any, has a right to vote any shares of any security of the Company (including, if applicable, any contract, arrangement, understanding or relationship pursuant to which any economic interest in the capital stock to be voted is beneficially owned by a person or persons other than the stockholder of record as of the record date), (3) any short interest in any security of the Company (as such term is defined in Section 3.4 of the Company’s Amended and Restated Bylaws), in each case with respect to the information required to be included in the notice pursuant to (1) through (3) above, as of the date of such notice and including, without limitation, any such interests held by members of such stockholder’s or such beneficial owner’s immediate family sharing the same ~~household,~~household; (C) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations),; (D) a representation that the person is a holder of record or otherwise has the right to vote shares of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or ~~nomination,~~nomination; (E) if the person does not own any stock of record, a representation as to who owns the shares of stock the person intends to vote of record and the basis upon which the person has the right to vote the shares of ~~stock,~~stock; and (F) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group that intends (1) to deliver a proxy statement or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or elect the nominees or (2) otherwise to solicit proxies from stockholders in support of such proposal or nomination.

The Financial and Other Information required by Item 13 of Regulation 14A of the Securities and Exchange Act of 1934 is included in the Company’s Annual Report onForm 10-K for the fiscal year ended October 31, ~~2010,~~2011, and is incorporated herein by reference. Copies of the Company’s Annual Report onForm 10-K for the fiscal year ended October 31, ~~2010~~2011 (including the financial statements, the financial statement schedules, and any exhibits), as filed with the Securities and Exchange Commission, are available at no charge to stockholders of record upon written request to the address set forth above in the section entitled “Communications with the Company”.
Houston, Texas
January ~~24, 2011~~
23, 2012

~~Page 71 of 71~~
62
~~Annex A~~
~~Proposed Amendment to the~~
~~Quanex Building Products Corporation~~
~~2008 Omnibus Incentive Plan~~
The Board of Directors of Quanex Building Products Corporation, a Delaware corporation, pursuant to the right reserved in the Company’s 2008 Omnibus Incentive Plan, as previously approved by the stockholders of the Company (the “Plan”), hereby amends the Plan to be effective on the date of, and subject to, the approval of this amendment to the Plan by the stockholders of the Company, as follows:
~~Sections 4.2(a)(i) and 4.2(a)(ii) of the Plan are amended to read as follows:~~
“(i) The aggregate number of shares of Stock with respect to which Awards may be granted under the Plan is [2,751,350**] Shares, comprising [351,350**] Shares available under the Plan immediately prior to the date of approval of the amendment to the Plan approved by the stockholders of the Company at the Company’s 2011 Annual Meeting of Stockholders (the “2011 Approval Date”), and 2,400,000 new Shares approved for issuance under the Plan as of the 2011 Approval Date.
~~(ii) The aggregate number of shares of Stock with respect to which Full Value Awards may be granted under the Plan is 1,000,000.”~~
**~~Note:~~As of January 7, 2011, there were 351,350 Shares available for grant under the Plan. The number of shares available for grant as of February 23, 2011, may be higher or lower than this number, depending on grants and/or forfeitures that transpire before that date. The total number of shares that would be available under the Plan if this Amendment is adopted will be equal to the number of shares available for grant as of February 23, 2011, increased by 2,400,000.
~~Annex B~~
~~QUANEX BUILDING PRODUCTS CORPORATION~~
~~2008 OMNIBUS INCENTIVE PLAN~~
~~AS AMENDED EFFECTIVE FEBRUARY 24, 2011~~
~~Annex B~~

~~ARTICLE I ESTABLISHMENT, PURPOSE AND DURATION~~ 1
~~1.1 Establishment~~ 1
~~1.2 Purpose of the Plan~~ 1
~~1.3 Duration of Plan~~ 1
~~ARTICLE II DEFINITIONS~~ 2
~~2.1 Affiliate~~ 2
~~2.2 Annual Incentive Award~~ 2
~~2.3 Award~~ 2
~~2.4 Award Agreement~~ 2
~~2.5 Board~~ 2
~~2.6 Cash-Based Award~~ 2
~~2.7 Change in Control of the Company~~ 2
~~2.8 Code~~ 3
~~2.9 Committee~~ 3
~~2.10 Company~~ 3
~~2.11 Corporate Change~~ 3
~~2.12 Covered Employee~~ 3
~~2.13 Director~~ 3
~~2.14 Disability~~ 3
~~2.15 Dividend Equivalent~~ 4
~~2.16 Effective Date~~ 4
~~2.17 Employee~~ 4
~~2.18 Fair Market Value~~ 4
~~2.19 Fiscal Year~~ 4
~~2.20 Full Value Award~~ 4
~~2.21 Holder~~ 4
~~2.22 Minimum Statutory Tax Withholding Obligation~~ 4
~~2.23 Option~~ 4
~~2.24 Option Price~~ 4
~~2.25 Other Stock-Based Award~~ 4
~~2.26 Performance-Based Compensation~~ 4
~~2.27 Performance Goals~~ 4
~~2.28 Performance Stock Award~~ 4
~~2.29 Performance Unit Award~~ 5
~~2.30 Period of Restriction~~ 5
~~2.31 Permissible under Section 409A~~ 5
~~2.32 Plan~~ 5
~~2.33 Restricted Stock~~ 5
~~2.34 Restricted Stock Award~~ 5
~~2.35 RSU~~ 5
~~2.36 RSU Award~~ 5
~~2.37 SAR~~ 5
~~2.38 Section 409A~~ 5
~~2.39 Stock~~ 5
~~2.40 Substantial Risk of Forfeiture~~ 5
~~2.41 Termination of Employment~~ 5
~~ARTICLE III ELIGIBILITY AND PARTICIPATION~~ 6
~~3.1 Eligibility~~ 6
~~3.2 Participation~~ 6
~~-i-~~
~~Annex B~~
~~ARTICLE IV GENERAL PROVISIONS RELATING TO AWARDS~~ 7
~~4.1 Authority to Grant Awards~~ 7
~~4.2 Dedicated Shares; Maximum Awards~~ 7
~~4.3 Non-Transferability~~ 8
~~4.4 Requirements of Law~~ 8
~~4.5 Changes in the Company’s Capital Structure~~ 8
~~4.6 Election Under Section 83(b) of the Code~~ 11
~~4.7 Forfeiture for Cause~~ 11
~~4.8 Forfeiture Events~~ 11
~~4.9 Award Agreements~~ 11
~~4.10 Amendments of Award Agreements~~ 12
~~4.11 Rights as Stockholder~~ 12
~~4.12 Issuance of Shares of Stock~~ 12
~~4.13 Restrictions on Stock Received~~ 12
~~4.14 Compliance With Section 409A~~ 12
~~ARTICLE V OPTIONS~~ 13
~~5.1 Authority to Grant Options~~ 13
~~5.2 Option Agreement~~ 13
~~5.3 Option Price~~ 13
~~5.4 Duration of Option~~ 13
~~5.5 Amount Exercisable~~ 13
~~5.6 Exercise of Option~~ 13
~~ARTICLE VI STOCK APPRECIATION RIGHTS~~ 14
~~6.1 Authority to Grant SAR Awards~~ 14
~~6.2 General Terms~~ 14
~~6.3 SAR Agreement~~ 14
~~6.4 Term of SAR~~ 14
~~6.5 Exercise of SAR~~ 14
~~6.6 Payment of SAR Amount~~ 14
~~6.7 Termination of Employment~~ 14
~~ARTICLE VII RESTRICTED STOCK AWARDS~~ 15
~~7.1 Restricted Stock Awards~~ 15
~~7.2 Restricted Stock Award Agreement~~ 15
~~7.3 Holder’s Rights as Stockholder~~ 15
~~ARTICLE VIII RESTRICTED STOCK UNIT AWARDS~~ 16
~~8.1 Authority to Grant RSU Awards~~ 16
~~8.2 RSU Award~~ 16
~~8.3 RSU Award Agreement~~ 16
~~8.4 Dividend Equivalents~~ 16
~~8.5 Form of Payment Under RSU Award~~ 16
~~8.6 Time of Payment Under RSU Award~~ 16
~~ARTICLE IX PERFORMANCE STOCK AWARDS AND PERFORMANCE UNIT AWARDS~~ 17
~~9.1 Authority to Grant Performance Stock Awards and Performance Unit Awards~~ 17
~~9.2 Performance Goals~~ 17
~~9.3 Time of Establishment of Performance Goals~~ 17
~~9.4 Written Agreement~~ 17
~~9.5 Form of Payment Under Performance Unit Award~~ 18
~~9.6 Time of Payment Under Performance Unit Award~~ 18
~~9.7 Holder’s Rights as Stockholder With Respect to a Performance Stock Award~~ 18
~~9.8 Increases Prohibited~~ 18
~~-ii-~~
~~Annex B~~
~~ARTICLE X ANNUAL INCENTIVE AWARDS~~ 19
~~10.1 Authority to Grant Annual Incentive Awards~~ 19
~~10.2 Covered Employees~~ 19
~~10.3 Written Agreement~~ 19
~~10.4 Form of Payment Under Annual Incentive Award~~ 19
~~10.5 Time of Payment Under Annual Incentive Award~~ 19
~~10.6 Increases Prohibited~~ 19
~~ARTICLE XI OTHER STOCK-BASED AWARDS~~ 20
~~11.1 Authority to Grant Other Stock-Based Awards~~ 20
~~11.2 Value of Other Stock-Based Award~~ 20
~~11.3 Payment of Other Stock-Based Award~~ 20
~~11.4 Termination of Employment~~ 20
~~ARTICLE XII CASH-BASED AWARDS~~ 21
~~12.1 Authority to Grant Cash-Based Awards~~ 21
~~12.2 Value of Cash-Based Award~~ 21
~~12.3 Payment of Cash-Based Award~~ 21
~~12.4 Termination of Employment~~ 21
~~ARTICLE XIII SUBSTITUTION AWARDS~~ 22
~~ARTICLE XIV ADMINISTRATION~~ 23
~~14.1 Awards~~ 23
~~14.2 Authority of the Committee~~ 23
~~14.3 Decisions Binding~~ 23
~~14.4 No Liability~~ 23
~~ARTICLE XV AMENDMENT OR TERMINATION OF PLAN~~ 24
~~15.1 Amendment, Modification, Suspension, and Termination~~ 24
~~15.2 Awards Previously Granted~~ 24
~~ARTICLE XVI MISCELLANEOUS~~ 25
~~16.1 Unfunded Plan/No Establishment of a Trust Fund~~ 25
~~16.2 No Employment Obligation~~ 25
~~16.3 Tax Withholding~~ 25
~~16.4 Gender and Number~~ 26
~~16.5 Severability~~ 26
~~16.6 Headings~~ 26
~~16.7 Other Compensation Plans~~ 26
~~16.8 Retirement and Welfare Plans~~ 26
~~-iii-~~
~~Annex B~~
~~16.9 Other Awards~~ 26
~~16.10 Successors~~ 26
~~16.11 Law Limitations/Governmental Approvals~~ 26
~~16.12 Delivery of Title~~ 26
~~16.13 Inability to Obtain Authority~~ 26
~~16.14 Investment Representations~~ 27
~~16.15 Persons Residing Outside of the United States~~ 27
~~16.16 Arbitration of Disputes~~ 27
~~16.17 Governing Law~~ 27
~~16.18 Section 162(m) Stockholder Approval~~ 27
~~-iv-~~
~~Annex B~~
~~ARTICLE I~~
~~ESTABLISHMENT, PURPOSE AND DURATION~~
~~1.1~~~~Establishment.~~The Company hereby establishes an incentive compensation plan, to be known as the “Quanex Building Products Corporation 2008 Omnibus Incentive Plan,” as set forth in this document. The Plan permits the grant of Options, SARs, Restricted Stock, RSUs, Performance Stock Awards, Performance Unit Awards, Annual Incentive Awards, Cash-Based Awards and Other Stock-Based Awards. The Plan shall become effective as of the Effective Date.
~~1.2~~~~Purpose of the Plan.~~The Plan is intended to advance the best interests of the Company, its Affiliates and its stockholders by providing those persons who have substantial responsibility for the management and growth of the Company and its Affiliates with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in their employment or affiliation with the Company or its Affiliates.
~~1.3~~~~Duration of Plan.~~The Plan shall continue indefinitely until it is terminated pursuant to Section 15.1. The applicable provisions of the Plan will continue in effect with respect to an Award granted under the Plan for as long as such Award remains outstanding.
1
~~Annex B~~
~~ARTICLE II~~
~~DEFINITIONS~~
The words and phrases defined in this Article shall have the meaning set out below throughout the Plan, unless the context in which any such word or phrase appears reasonably requires a broader, narrower or different meaning.
~~2.1~~“~~Affiliate~~”means any corporation, partnership, limited liability company or association, trust or other entity or organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than fifty percent (50%) of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.
~~2.2~~“~~Annual Incentive Award~~”~~means an Award granted to a Holder pursuant to Article X.~~
~~2.3~~“~~Award~~”means, individually or collectively, a grant under the Plan of Options, SARs, Restricted Stock, RSUs, Performance Stock Awards, Performance Unit Awards, Annual Incentive Awards, Other Stock-Based Awards and Cash-Based Awards, in each case subject to the terms and provisions of the Plan.
~~2.4~~“~~Award Agreement”~~~~means an agreement that sets forth the terms and conditions applicable to an Award granted under the Plan.~~
~~2.5~~“~~Board~~”~~means the board of directors of the Company.~~
~~2.6~~“~~Cash-Based Award~~”~~means an Award granted pursuant to Article XII.~~
~~2.7 “~~~~Change in Control of the Company~~~~” means the occurrence of any of the following after the Effective Date:~~
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “ Covered Person”) of beneficial ownership (within the meaning of rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of the common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);~~provided~~,~~however~~, that for purposes of this subsection (a) of this Section 2.7, the following acquisitions shall not constitute a Change in Control of the Company: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2.7; or
~~(b) individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors;provided~~,~~however~~, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Covered Person other than the Board; or
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(c) the consummation of (xx) a reorganization, merger or consolidation or sale of the Company, or (yy) a disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, direct or indirectly, more than 80 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Covered Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination, were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or
~~(d) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.~~
~~2.8~~“~~Code~~”~~means the United States Internal Revenue Code of 1986, as amended from time to time.~~
~~2.9~~“~~Committee~~”~~means the Compensation Committee of the Board.~~
~~2.10~~“~~Company~~”~~means Quanex Building Products Corporation, a Delaware corporation, or any successor (by reincorporation, merger or otherwise).~~
~~2.11~~“~~Corporate Change~~”~~shall have the meaning ascribed to that term in Section 4.5(c).~~
~~2.12 “~~~~Covered Employee~~” means an Employee who is a “covered employee,” as defined in section 162(m) of the Code and the regulations or other guidance promulgated by the Internal Revenue Service under section 162(m) of the Code, or any successor statute.
~~2.13~~~~“Director”~~~~means a director of the Company who is not an Employee.~~
~~2.14~~“~~Disability~~”means as determined by the Committee in its discretion exercised in good faith, a physical or mental condition of the Holder that would entitle him to payment of disability income payments under the Company’s long-term disability insurance policy or plan for Employees as then in effect; or in the event that the Holder is not covered, for whatever reason, under the Company’s long-term disability insurance policy or plan for Employees or in the event the Company does not maintain such a long-term disability insurance policy, “Disability” means a permanent and total disability as defined in section 22(e)(3) of the Code. A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect, the Holder shall submit to an examination by such physician upon request by the Committee.
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~~2.15~~~~“Dividend Equivalent”~~~~means a payment equivalent in amount to dividends paid to the Company’s stockholders.~~
~~2.16~~~~“Effective Date”~~means the later of (a) the date the Plan is approved by the Board, (b) the date the Plan is approved by the stockholder(s) of the Company and (c) the effective date of the Company’s first effective registration statement filed under the Securities Act of 1933, as amended.
~~2.17~~“~~Employee~~”~~means a person employed by the Company or any Affiliate as a common law employee.~~
~~2.18~~“~~Fair Market Value~~”of the Stock as of any particular date means (1) if the Stock is traded on a stock exchange, the closing sale price of the Stock on that date as reported on the principal securities exchange on which the Stock is traded, or (2) if the Stock is traded in the over-the-counter market, the average between the high bid and low asked price on that date as reported in such over-the-counter market; provided that (a) if the Stock is not so traded, (b) if no closing price or bid and asked prices for the stock was so reported on that date or (c) if, in the discretion of the Committee, another means of determining the fair market value of a share of Stock at such date shall be necessary or advisable, the Committee may provide for another means for determining such fair market value.
~~2.19~~“~~Fiscal Year~~”~~means the Company’s fiscal year.~~
~~2.20 “~~~~Full Value Award~~”~~means an Award other than in the form of an Option or SAR, and which is settled by the issuance of shares of stock.~~
~~2.21~~“~~Holder~~”~~means a person who has been granted an Award or any person who is entitled to receive shares of Stock or cash under an Award.~~
~~2.22~~“~~Minimum Statutory Tax Withholding Obligation”~~means, with respect to an Award, the amount the Company or an Affiliate is required to withhold for federal, state and local taxes based upon the applicable minimum statutory withholding rates required by the relevant tax authorities.
~~2.23~~“~~Option~~”~~means a “nonqualified stock option” to purchase Stock granted pursuant to Article V that does not satisfy the requirements of section 422 of the Code.~~
~~2.24~~“~~Option Price~~”~~shall have the meaning ascribed to that term in Section 5.3.~~
~~2.25~~“~~Other Stock-Based Award~~”~~means an equity-based or equity-related Award not otherwise described by the terms and provisions of the Plan that is granted pursuant to Article XI.~~
~~2.26 “~~~~Performance-Based Compensation~~~~” means compensation under an Award that satisfies the requirements of section 162(m) of the Code for deductibility of remuneration paid to Covered Employees.~~
~~2.27~~“~~Performance Goals~~”~~means one or more of the criteria described in Section 9.2 on which the performance goals applicable to an Award are based.~~
~~2.28~~“~~Performance Stock Award~~”~~means an Award designated as a performance stock award granted to a Holder pursuant to Article IX.~~
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~~2.29~~“~~Performance Unit Award~~”~~means an Award designated as a performance unit award granted to a Holder pursuant to Article IX.~~
~~2.30~~“~~Period of Restriction~~”means the period during which Restricted Stock is subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article VII.
~~2.31 “~~~~Permissible under Section 409A~~” means with respect to a particular action (such as, the grant, payment, vesting, settlement or deferral of an amount or award under the Plan) that such action shall not subject the compensation at issue to be subject to the additional tax or interest applicable under Section 409A.
~~2.32~~“~~Plan~~”~~means the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as set forth in this document as it may be amended from time to time.~~
~~2.33~~“~~Restricted Stock~~”~~means shares of restricted Stock issued or granted under the Plan pursuant to Article VII.~~
~~2.34~~“~~Restricted Stock Award~~”~~means an authorization by the Committee to issue or transfer Restricted Stock to a Holder.~~
~~2.35~~“~~RSU~~”~~means a restricted stock unit credited to a Holder’s ledger account maintained by the Company pursuant to Article VIII.~~
~~2.36~~“~~RSU Award~~”~~means an Award granted pursuant to Article VIII.~~
~~2.37~~~~“SAR”~~~~means a stock appreciation right granted under the Plan pursuant to Article VI.~~
~~2.38~~~~“Section 409A”~~~~means section 409A of the Code and Department of Treasury rules and regulations issued thereunder.~~
~~2.39 “~~~~Stock~~” means the common stock of the Company, $0.01 par value per share (or such other par value as may be designated by act of the Company’s stockholders). In addition, for purposes of the Plan and the Awards, the term Stock shall also be deemed to include any rights to purchase (“~~Rights~~~~”) any junior participating preferred stock of the Company that may then be trading together with the Stock as provided in any agreement entered into by the Company relating to the Rights.~~
~~2.40~~~~“Substantial Risk of Forfeiture”~~~~shall have the meaning ascribed to that term in Section 409A.~~
~~2.41 “~~~~Termination of Employment~~”~~means the termination of the Award recipient’s employment relationship with the Company and all Affiliates.~~
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~~ARTICLE III~~
~~ELIGIBILITY AND PARTICIPATION~~
~~3.1~~~~Eligibility.~~The persons who are eligible to receive Awards under the Plan other than Annual Incentive Awards are key Employees and Directors. The persons who are eligible to receive Annual Incentive Awards under the Plan are key executive Employees who, by the nature and scope of their positions, regularly directly make or influence policy decisions which significantly impact the overall results or success of the Company.
~~3.2~~~~Participation.~~Subject to the terms and provisions of the Plan, the Committee may, from time to time, select the Employees and Directors to whom Awards shall be granted and shall determine the nature and amount of each Award.
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~~ARTICLE IV~~
~~GENERAL PROVISIONS RELATING TO AWARDS~~
~~4.1~~~~Authority to Grant Awards~~. The Committee may grant Awards to those key Employees and Directors as the Committee shall from time to time determine, under the terms and conditions of the Plan. Subject only to any applicable limitations set out in the Plan, the number of shares of Stock or other value to be covered by any Award to be granted under the Plan shall be as determined by the Committee in its sole discretion.
~~4.2~~~~Dedicated Shares; Maximum Awards~~.
~~(a) Number of Shares of Stock Dedicated under the Plan for Awards.~~
(i) The aggregate number of shares of Stock with respect to which Awards may be granted under the Plan is [2,751,350**], comprising [351,350**] Shares available under the Plan immediately prior to the date of approval of the amendment to the Plan approved by the stockholders of the Company at the Company’s 2011 Annual Meeting of Stockholders (the “2011 Approval Date”), and 2,400,000 new Shares approved for issuance under the Plan as of the 2011 Approval Date.
~~(ii) The aggregate number of shares of Stock with respect to which Full Value Awards may be granted under the Plan is 1,000,000.~~
(b) Annual Award Limits. Unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limits (each an “~~Annual Award Limit~~~~” and, collectively, “~~~~Annual Award Limits~~~~”) shall apply to grants of such Awards under the Plan:~~
~~(i) The maximum number of shares of Stock with respect to which Options may be granted to an Employee during a Fiscal Year is 350,000.~~
~~(ii) The maximum number of shares with respect to which SARs may be granted to an Employee during a Fiscal Year is 350,000.~~
~~(iii) The maximum aggregate number of shares of Stock with respect to which Restricted Stock and Performance Stock Awards may be granted to a Participant during a Fiscal Year is 175,000.~~
~~(iv) The maximum number of shares of Stock with respect to which Performance Unit Awards payable in Stock may be granted to an Employee during a Fiscal Year is 175,000.~~
(v) The maximum value of cash with respect to which Performance Unit Awards payable in cash may be granted to an Employee during a Fiscal Year, determined as of the dates of Grants of the Performance Unit Awards, is $2,500,000.
[**Note:As of January 7, 2011, there were 351,350 Shares available for grant under the Plan. The number of shares available for grant as of February 23, 2011, may be higher or lower than this number, depending on grants and/or forfeitures that transpire before that date. The total number of shares that would be available under the Plan if this Amendment is adopted will be equal to the number of shares available for grant as of February 23, 2011, increased by 2,400,000.]
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~~(vi) The maximum amount that may be paid to an Employee under Annual Incentive Award(s) granted to an Employee during a Fiscal Year is $2,500,000.~~
(c) Share Usage. Each of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5. The number of shares of Stock stated in this Section 4.2 shall also be increased by such number of shares of Stock as become subject to substitute Awards granted pursuant to Article XIII;~~provided, however,~~that such increase shall be conditioned upon the approval of the stockholders of the Company to the extent stockholder approval is required by law or applicable stock exchange rules. If shares of Stock are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such shares of Stock will count against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan. If shares of Stock are tendered in payment of an Option Price of an Option, such shares of Stock will not be added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan. To the extent that any outstanding Award is forfeited or cancelled for any reason or is settled in cash in lieu of shares of Stock, the shares of Stock allocable to such portion of the Award may again be subject to an Award granted under the Plan. When a SAR is settled in shares of Stock, the number of shares of Stock subject to the SAR under the SAR Award Agreement will be counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan as one share for every share subject to the SAR, regardless of the number of shares used to settle the SAR upon exercise.
~~4.3~~~~Non-Transferability~~.Except as specified in the applicable Award Agreements or in domestic relations court orders, an Award shall not be transferable by the Holder other than by will or under the laws of descent and distribution, and shall be exercisable, during the Holder’s lifetime, only by him or her. Any attempted assignment of an Award in violation of this Section 4.3 shall be null and void. In the discretion of the Committee, any attempt to transfer an Award other than under the terms of the Plan and the applicable Award Agreement may terminate the Award.
~~4.4~~~~Requirements of Law.~~The Company shall not be required to sell or issue any shares of Stock under any Award if issuing those shares of Stock would constitute or result in a violation by the Holder or the Company of any provision of any law, statute or regulation of any governmental authority. Specifically, in connection with any applicable statute or regulation relating to the registration of securities, upon exercise of any Option or pursuant to any other Award, the Company shall not be required to issue any shares of Stock unless the Committee has received evidence satisfactory to it to the effect that the Holder will not transfer the shares of Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any shares of Stock covered by the Plan pursuant to applicable securities laws of any country or any political subdivision. In the event the shares of Stock issuable on exercise of an Option or pursuant to any other Award are not registered, the Company may imprint on the certificate evidencing the shares of Stock any legend that counsel for the Company considers necessary or advisable to comply with applicable law, or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such steps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause or enable the exercise of an Option or any other Award, or the issuance of shares of Stock pursuant thereto, to comply with any law or regulation of any governmental authority.
~~4.5~~~~Changes in the Company’s Capital Structure.~~
(a) The existence of outstanding Awards shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference shares ahead of or affecting the Stock or Stock rights, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.
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(b) If the Company shall effect a subdivision or consolidation of Stock or other capital readjustment, the payment of a Stock dividend, or other increase or reduction of the number of shares of Stock outstanding, without receiving compensation therefor in money, services or property, then (1) the number, class or series and per share price of Stock subject to outstanding Options or other Awards under the Plan shall be appropriately adjusted in such a manner as to entitle a Holder to receive upon exercise of an Option or other Award, for the same aggregate cash consideration, the equivalent total number and class or series of Stock the Holder would have received had the Holder exercised his or her Option or other Award in full immediately prior to the event requiring the adjustment, and (2) the number and class or series of Stock then reserved to be issued under the Plan shall be adjusted by substituting for the total number and class or series of Stock then reserved, that number and class or series of Stock that would have been received by the owner of an equal number of outstanding shares of Stock of each class or series of Stock as the result of the event requiring the adjustment.
(c) If while unexercised Options or other Awards remain outstanding under the Plan (1) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (2) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity wholly-owned by the Company), (3) the Company is to be dissolved or (4) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable Department of Treasury regulations) that is not described in clauses (1), (2) or (3) of this sentence (each such event is referred to herein as a “~~Corporate Change~~”), then, except as otherwise provided in an Award Agreement or another agreement between the Holder and the Company (provided that such exceptions shall not apply in the case of a reincorporation merger), or as a result of the Committee’s effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which any Award then outstanding may be exercised, and no later than ten days after the approval by the stockholders of the Company of such Corporate Change, the Committee, acting in its sole and absolute discretion without the consent or approval of any Holder, shall act to effect one or more of the following alternatives, which may vary among individual Holders and which may vary among Awards held by any individual Holder (provided that, with respect to a reincorporation merger in which Holders of the Company’s ordinary shares will receive one ordinary share of the successor corporation for each ordinary share of the Company, none of such alternatives shall apply and, without Committee action, each Award shall automatically convert into a similar award of the successor corporation exercisable for the same number of ordinary shares of the successor as the Award was exercisable for ordinary shares of Stock of the Company):
(1) accelerate the time at which some or all of the Awards then outstanding may be exercised so that such Awards may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date all such Awards that remain unexercised and all rights of Holders thereunder shall terminate;
(2) require the mandatory surrender to the Company by all or selected Holders of some or all of the then outstanding Awards held by such Holders (irrespective of whether such Awards are then exercisable under the provisions of the Plan or the applicable Award Agreement evidencing such Award) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Award and the Company shall pay to each such Holder an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise prices under such Award for such shares;
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(3) with respect to all or selected Holders, have some or all of their then outstanding Awards (whether vested or unvested) assumed or have a new award of a similar nature substituted for some or all of their then outstanding Awards under the Plan (whether vested or unvested) by an entity which is a party to the transaction resulting in such Corporate Change and which is then employing such Holder or which is affiliated or associated with such Holder in the same or a substantially similar manner as the Company prior to the Corporate Change, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis where the excess of the aggregate fair market value of the Stock subject to the Award immediately after the assumption or substitution over the aggregate exercise price of such Stock is equal to the excess of the aggregate fair market value of all Stock subject to the Award immediately before such assumption or substitution over the aggregate exercise price of such Stock, and (B) the assumed rights under such existing Award or the substituted rights under such new Award, as the case may be, will have the same terms and conditions as the rights under the existing Award assumed or substituted for, as the case may be;
(4) provide that the number and class or series of Stock covered by an Award (whether vested or unvested) theretofore granted shall be adjusted so that such Award when exercised shall thereafter cover the number and class or series of Stock or other securities or property (including, without limitation, cash) to which the Holder would have been entitled pursuant to the terms of the agreement or plan relating to such Corporate Change if, immediately prior to such Corporate Change, the Holder had been the holder of record of the number of shares of Stock then covered by such Award; or
(5) make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole and absolute discretion that no such adjustment is necessary).
Any adjustment effected by the Committee under Section 4.5 shall be designed to provide the Holder with the intrinsic value of his or her Award, as determined prior to the Corporate Change, or, if applicable, equalize the Fair Market Value of the Award before and after the Corporate Change.
In effecting one or more of the alternatives set out in paragraphs (3), (4) or (5) immediately above, and except as otherwise may be provided in an Award Agreement, the Committee, in its sole and absolute discretion and without the consent or approval of any Holder, may accelerate the time at which some or all Awards then outstanding may be exercised.
(d) In the event of changes in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not otherwise provided for by this Section 4.5, any outstanding Award and any Award Agreement evidencing such Award shall be subject to adjustment by the Committee in its sole and absolute discretion as to the number and price of Stock or other consideration subject to such Award. In the event of any such change in the outstanding Stock, the aggregate number of shares of Stock available under the Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive.
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(e) After a merger of one or more corporations into the Company or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, each Holder shall be entitled to have his Restricted Stock appropriately adjusted based on the manner in which the shares of Stock were adjusted under the terms of the agreement of merger or consolidation.
(f) The issuance by the Company of stock of any class or series, or securities convertible into, or exchangeable for, stock of any class or series, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe for them, or upon conversion or exchange of stock or obligations of the Company convertible into, or exchangeable for, stock or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the number, class or series, or price of shares of Stock then subject to outstanding Options or other Awards.
~~4.6~~~~Election Under~~~~Section 83(b)~~ ~~of the Code.~~No Holder shall exercise the election permitted under section 83(b) of the Code with respect to any Award without the written approval of the Chief Financial Officer or General Counsel of the Company. Any Holder who makes an election under section 83(b) of the Code with respect to any Award without the written approval of the Chief Financial Officer or General Counsel of the Company may, in the discretion of the Committee, forfeit any or all Awards granted to him or her under the Plan.
~~4.7~~~~Forfeiture for Cause.~~Notwithstanding any other provision of the Plan or an Award Agreement, if the Committee finds by a majority vote that a Holder, before or after his Termination of Employment (a) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate or (b) disclosed trade secrets of the Company or an Affiliate, then as of the date the Committee makes its finding, any Awards awarded to the Holder that have not been exercised by the Holder (including all Awards that have not yet vested) will be forfeited to the Company. The findings and decision of the Committee with respect to such matter, including those regarding the acts of the Holder and the damage done to the Company, will be final for all purposes. No decision of the Committee, however, will affect the finality of the discharge of the individual by the Company or an Affiliate.
~~4.8~~~~Forfeiture Events.~~The Committee may specify in an Award Agreement that the Holder’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, Termination of Employment for cause, termination of the Holder’s provision of services to the Company or its Affiliates, violation of material policies of the Company and its Affiliates, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Holder, or other conduct by the Holder that is detrimental to the business or reputation of the Company and its Affiliates.
~~4.9~~~~Award Agreements~~. Each Award shall be embodied in a written agreement that shall be subject to the terms and conditions of the Plan. The Award Agreement shall be signed by an executive officer of the Company, other than the Holder, on behalf of the Company, and may be signed by the Holder to the extent required by the Committee. The Award Agreement may specify the effect of a Change in Control of the Company on the Award. The Award Agreement may contain any other provisions that the Committee in its discretion shall deem advisable which are not inconsistent with the terms and provisions of the Plan.
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~~4.10~~~~Amendments of Award Agreements.~~The terms of any outstanding Award under the Plan may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate and that is consistent with the terms of the Plan. However, no such amendment shall adversely affect in a material manner any right of a Holder without his or her written consent. Except as specified in Section 4.5(b), the Committee may not directly or indirectly lower the exercise price of a previously granted Option or the grant price of a previously granted SAR.
~~4.11~~~~Rights as Stockholder.~~A Holder shall not have any rights as a stockholder with respect to Stock covered by an Option, a SAR, an RSU, a Performance Stock Unit, or an Other Stock-Based Award until the date, if any, such Stock is issued by the Company; and, except as otherwise provided in Section 4.5, no adjustment for dividends, or otherwise, shall be made if the record date therefor is prior to the date of issuance of such Stock.
~~4.12~~~~Issuance of Shares of Stock.~~~~Shares of Stock, when issued, may be represented by a certificate or by book or electronic entry.~~
~~4.13~~~~Restrictions on Stock Received.~~The Committee may impose such conditions and/or restrictions on any shares of Stock issued pursuant to an Award as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Holder hold the shares of Stock for a specified period of time.
~~4.14~~~~Compliance With Section 409A.~~~~Awards shall be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A.~~
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~~ARTICLE V~~
~~OPTIONS~~
~~5.1~~~~Authority to Grant Options.~~Subject to the terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant Options under the Plan to eligible persons in such number and upon such terms as the Committee shall determine.
~~5.2~~~~Option Agreement.~~Each Option grant under the Plan shall be evidenced by an Award Agreement that shall specify (a) the Option Price, (b) the duration of the Option, (c) the number of shares of Stock to which the Option pertains, (d) the exercise restrictions, if any, applicable to the Option and (e) such other provisions as the Committee shall determine that are not inconsistent with the terms and provisions of the Plan.
~~5.3~~~~Option Price.~~~~The price at which shares of Stock may be purchased under an Option (the “~~~~Option Price~~”) shall not be less than one hundred percent (100%) of the Fair Market Value of the shares of Stock on the date the Option is granted. Subject to the limitations set forth in the preceding sentences of this Section 5.3, the Committee shall determine the Option Price for each grant of an Option under the Plan.
~~5.4~~~~Duration of Option.~~An Option shall not be exercisable after the earlier of (i) the general term of the Option specified in the applicable Award Agreement (which shall not exceed ten years) or (ii) the period of time specified in the applicable Award Agreement that follows the Holder’s Termination of Employment or severance of affiliation relationship with the Company.
~~5.5~~~~Amount Exercisable.~~~~Each Option may be exercised at the time, in the manner and subject to the conditions the Committee specifies in the Award Agreement in its sole discretion.~~
~~5.6~~~~Exercise of Option.~~Subject to the terms and provisions of the Plan and the applicable Award Agreement, Options may be exercised in whole or in part from time to time by the delivery of written or electronic notice in the manner designated by the Committee stating (1) that the Holder wishes to exercise such Option on the date such notice is so delivered, (2) the number of shares of Stock with respect to which the Option is to be exercised and (3) the address to which any certificate representing such shares of Stock should be mailed. For the notice to be effective the notice must be accompanied by payment of the Option Price by any combination of the following: (a) cash, certified check, bank draft or postal or express money order for an amount equal to the Option Price under the Option, (b) an election to make a cashless or net exercise (if approved in advance by the Committee or an executive officer of the Company, and in such form as permitted by the Committee) or (c) any other form of payment which is acceptable to the Committee and permitted by applicable law.
13
~~Annex B~~
~~ARTICLE VI~~
~~STOCK APPRECIATION RIGHTS~~
~~6.1~~~~Authority to Grant SAR Awards.~~Subject to the terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant SARs under the Plan to eligible persons in such number and upon such terms as the Committee shall determine. Subject to the terms and conditions of the Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Holder and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs.
~~6.2~~~~General Terms.~~Subject to the terms and conditions of the Plan, a SAR granted under the Plan shall confer on the recipient a right to receive, upon exercise thereof, an amount equal to the excess of (a) the Fair Market Value of one share of the Stock on the date of exercise over (b) the grant price of the SAR, which shall not be less than one hundred percent (100%) of the Fair Market Value of one share of the Stock on the date of grant of the SAR.
~~6.3~~~~SAR Agreement.~~Each Award of SARs granted under the Plan shall be evidenced by an Award Agreement that shall specify (a) the grant price of the SAR, (b) the term of the SAR, (c) the vesting and termination provisions of the SAR and (d) such other provisions as the Committee shall determine that are not inconsistent with the terms and provisions of the Plan. The Committee may impose such additional conditions or restrictions on the exercise of any SAR as it may deem appropriate.
~~6.4~~~~Term of SAR.~~~~The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided that no SAR shall be exercisable on or after the tenth anniversary date of its grant.~~
~~6.5~~~~Exercise of SAR.~~~~A SAR may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.~~
~~6.6~~~~Payment of SAR Amount.~~Upon the exercise of a SAR, a Holder shall be entitled to receive payment from the Company in an amount determined by multiplying the excess of the Fair Market Value of a share of Stock on the date of exercise over the grant price of the SAR by the number of shares of Stock with respect to which the SAR is exercised. At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Stock of equivalent value, in some combination thereof or in any other manner approved by the Committee in its sole discretion. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.
~~6.7~~~~Termination of Employment.~~Each Award Agreement shall set forth the extent to which the Holder of a SAR shall have the right to exercise the SAR following the Holder’s Termination of Employment. Such provisions shall be determined in the sole discretion of the Committee, may be included in the Award Agreement entered into with the Holder, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
14
~~Annex B~~
~~ARTICLE VII~~
~~RESTRICTED STOCK AWARDS~~
~~7.1~~~~Restricted Stock Awards~~.The Committee may make Awards of Restricted Stock to eligible persons selected by it. The amount of, the vesting and the transferability restrictions applicable to any Restricted Stock Award shall be determined by the Committee in its sole discretion. If the Committee imposes vesting or transferability restrictions on a Holder’s rights with respect to Restricted Stock, the Committee may issue such instructions to the Company’s share transfer agent in connection therewith as it deems appropriate. The Committee may also cause the certificate for shares of Stock issued pursuant to a Restricted Stock Award to be imprinted with any legend which counsel for the Company considers advisable with respect to the restrictions or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such steps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with applicable law.
~~7.2~~~~Restricted Stock Award Agreement.~~Each Restricted Stock Award shall be evidenced by an Award Agreement that contains any vesting, transferability restrictions and other provisions not inconsistent with the Plan as the Committee may specify.
~~7.3~~~~Holder’s Rights as Stockholder.~~Subject to the terms and conditions of the Plan, each recipient of a Restricted Stock Award shall have all the rights of a stockholder with respect to the shares of Restricted Stock included in the Restricted Stock Award during the Period of Restriction established for the Restricted Stock Award. Dividends paid with respect to Restricted Stock in cash or property other than shares of Stock or rights to acquire shares of Stock shall be paid to the recipient of the Restricted Stock Award currently. Dividends paid in shares of Stock or rights to acquire shares of Stock shall be added to and become a part of the Restricted Stock. During the Period of Restriction, certificates representing the Restricted Stock shall be registered in the Holder’s name and bear a restrictive legend to the effect that ownership of such Restricted Stock, and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and the applicable Award Agreement. Such certificates shall be deposited by the recipient with the Secretary of the Company or such other officer of the Company as may be designated by the Committee, together with all stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock which shall be forfeited in accordance with the Plan and the applicable Award Agreement.
15
~~Annex B~~
~~ARTICLE VIII~~
~~RESTRICTED STOCK UNIT AWARDS~~
~~8.1~~~~Authority to Grant RSU Awards.~~Subject to the terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant RSU Awards under the Plan to eligible persons in such amounts and upon such terms as the Committee shall determine. The amount of, the vesting and the transferability restrictions applicable to any RSU Award shall be determined by the Committee in its sole discretion. The Committee shall maintain a bookkeeping ledger account which reflects the number of RSUs credited under the Plan for the benefit of a Holder.
~~8.2~~~~RSU Award.~~An RSU Award shall be similar in nature to a Restricted Stock Award except that no shares of Stock are actually transferred to the Holder until a later date specified in the applicable Award Agreement. Each RSU shall have a value equal to the Fair Market Value of a share of Stock.
~~8.3~~~~RSU Award Agreement.~~Each RSU Award shall be evidenced by an Award Agreement that contains any Substantial Risk of Forfeiture, transferability restrictions, form and time of payment provisions and other provisions not inconsistent with the Plan as the Committee may specify.
~~8.4~~~~Dividend Equivalents.~~~~An Award Agreement for an RSU Award may specify that the Holder shall be entitled to the payment of Dividend Equivalents under the Award.~~
~~8.5~~~~Form of Payment Under RSU Award.~~~~Payment under an RSU Award shall be made in either cash or shares of Stock as specified in the applicable Award Agreement.~~
~~8.6~~~~Time of Payment Under RSU Award.~~A Holder’s payment under an RSU Award shall be made at such time as is specified in the applicable Award Agreement. The Award Agreement shall specify that the payment will be made (1) by a date that is no later than the date that is two and one-half (2 1/2) months after the end of the Fiscal Year in which the RSU Award payment is no longer subject to a Substantial Risk of Forfeiture or (2) at a time that is permissible under Section 409A.
16
~~Annex B~~
~~ARTICLE IX~~
~~PERFORMANCE STOCK AWARDS AND PERFORMANCE UNIT AWARDS~~
~~9.1~~~~Authority to Grant Performance Stock Awards and Performance Unit Awards.~~Subject to the terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant Performance Stock Awards and Performance Unit Awards under the Plan to eligible persons in such amounts and upon such terms as the Committee shall determine. The amount of, the vesting and the transferability restrictions applicable to any Performance Stock Award or Performance Unit Award shall be based upon the attainment of such Performance Goals as the Committee may determine. If the Committee imposes vesting or transferability restrictions on a Holder’s rights with respect to Performance Stock or Performance Unit Awards, the Committee may issue such instructions to the Company’s share transfer agent in connection therewith as it deems appropriate. The Committee may also cause the certificate for shares of Stock issued pursuant to a Performance Stock or Performance Unit Award to be imprinted with any legend which counsel for the Company considers advisable with respect to the restrictions or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such steps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with applicable law.
~~9.2~~~~Performance Goals.~~A Performance Goal must be objective such that a third party having knowledge of the relevant facts could determine whether the goal is met. The Performance Goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to one or more of the following Performance Goals, which may be based on one or more business criteria that apply to the Holder, one or more business units of the Company, or the Company as a whole, with reference to one or more of the following: earnings per share, total stockholder return, cash return on capitalization, increased revenue, revenue ratios (per employee or per customer), net income, stock price, market share, return on equity, return on assets, return on capital, return on capital compared to cost of capital, return on capital employed, return on invested capital, stockholder value, net cash flow, operating income, earnings before interest and taxes, cash flow, cash flow from operations, cost reductions and cost ratios (per employee or per customer), or the achievement of specified milestones or the completion of specified projects identified as contributing substantially to the Company’s success or value or the attainment of the Company’s strategic goals. Goals may also be based on performance relative to a peer group of companies. Unless otherwise stated, such a Performance Goal need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). In interpreting Plan provisions applicable to Performance Goals and Performance Stock or Performance Unit Awards, it is intended that the Plan will conform with the standards of section 162(m) of the Code and Treasury Regulations § 1.162-27(e)(2)(i), and the Committee in establishing such goals and interpreting the Plan shall be guided by such provisions. Prior to the payment of any compensation based on the achievement of Performance Goals, the Committee must certify in writing that applicable Performance Goals and any of the material terms thereof were, in fact, satisfied. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Performance Stock or Performance Unit Awards made pursuant to the Plan shall be determined by the Committee.
~~9.3~~~~Time of Establishment of Performance Goals.~~With respect to an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation, a Performance Goal for a particular Performance Stock Award or Performance Unit Award must be established by the Committee prior to the earlier to occur of (a) 90 days after the commencement of the period of service to which the Performance Goal relates or (b) the lapse of 25 percent of the period of service, and in any event while the outcome is substantially uncertain.
~~9.4~~~~Written Agreement.~~Each Performance Stock Award or Performance Unit Award shall be evidenced by an Award Agreement that contains any vesting, transferability restrictions and other provisions not inconsistent with the Plan as the Committee may specify.
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~~Annex B~~
~~9.5~~~~Form of Payment Under Performance Unit Award.~~~~Payment under a Performance Unit Award shall be made in cash and/or shares of Stock as specified in the Holder’s Award Agreement.~~
~~9.6~~~~Time of Payment Under Performance Unit Award.~~A Holder’s payment under a Performance Unit Award shall be made at such time as is specified in the applicable Award Agreement. The Award Agreement shall specify that the payment will be made (1) by a date that is no later than the date that is two and one-half (2 1/2) months after the end of the calendar year in which the Performance Unit Award payment is no longer subject to a Substantial Risk of Forfeiture or (2) at a time that is permissible under Section 409A.
~~9.7~~~~Holder’s Rights as Stockholder With Respect to a Performance Stock Award~~.Subject to the terms and conditions of the Plan, each Holder of a Performance Stock Award shall have all the rights of a stockholder with respect to the shares of Stock issued to the Holder pursuant to the Award during any period in which such issued shares of Stock are subject to forfeiture and restrictions on transfer, including without limitation, the right to vote such shares of Stock.
~~9.8~~~~Increases Prohibited.~~None of the Committee or the Board may increase the amount of compensation payable under a Performance Stock or Performance Unit Award. If the time at which a Performance Stock or Performance Unit Award will vest or be paid is accelerated for any reason, the number of shares of Stock subject to, or the amount payable under, the Performance Stock or Performance Unit Award shall be reduced pursuant to Department of Treasury Regulation section 1.162-27(e)(2)(iii) to reasonably reflect the time value of money.
18
~~Annex B~~
~~ARTICLE X~~
~~ANNUAL INCENTIVE AWARDS~~
~~10.1~~~~Authority to Grant Annual Incentive Awards.~~Subject to the terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant Annual Incentive Awards under the Plan to key executive Employees who, by the nature and scope of their positions, regularly directly make or influence policy decisions which significantly impact the overall results or success of the Company in such amounts and upon such terms as the Committee shall determine. The amount of any Annual Incentive Awards shall be based on the attainment of such Performance Goals as the Committee may determine.
~~10.2~~~~Covered Employees~~. The Performance Goals upon which the payment or vesting of an Annual Incentive Award to a Covered Employee that is intended to qualify as Performance-Based Compensation must meet the requirements of Sections 9.2, 9.3, 9.8 and 9.9 as applied to such Annual Incentive Award. In interpreting Plan provisions applicable to Performance Goals with respect to Covered Employees, it is intended that the Plan will generally conform with the standards of section 162(m) of the Code and Treasury Regulations section 1.162-27(e)(2)(i), and the Committee in establishing such goals and interpreting the Plan shall be guided by such provisions to the extent the Award is intended to qualify as Performance-Based Compensation as described under section 162(m) of the Code. Prior to the payment of any compensation to a Covered Employee based on the achievement of Performance Goals, the Committee must certify in writing that applicable Performance Goals and any of the material terms thereof were, in fact, satisfied.
~~10.3~~~~Written Agreement.~~Each Annual Incentive Award shall be evidenced by an Award Agreement that contains any vesting, transferability restrictions and other provisions not inconsistent with the Plan as the Committee may specify.
~~10.4~~~~Form of Payment Under Annual Incentive Award.~~~~Payment under an Annual Incentive Award shall be made in cash.~~
~~10.5~~~~Time of Payment Under Annual Incentive Award.~~A Holder’s payment under an Annual Incentive Award shall be made at such time as is specified in the applicable Award Agreement. The Award Agreement shall specify that the payment will be made (1) by a date that is no later than the date that is two and one-half (2 1/2) months after the end of the calendar year in which the Annual Incentive Award payment is no longer subject to a Substantial Risk of Forfeiture or (2) at a time that is permissible under Section 409A.
~~10.6~~~~Increases Prohibited.~~None of the Committee or the Board may increase the amount of compensation payable under an Annual Incentive Award. If the time at which an Annual Incentive Award will be paid is accelerated for any reason, the amount payable under the Annual Incentive Award shall be reduced pursuant to Department of Treasury Regulation section 1.162-27(e)(2)(iii) to reasonably reflect the time value of money.
19
~~Annex B~~
~~ARTICLE XI~~
~~OTHER STOCK-BASED AWARDS~~
~~11.1~~~~Authority to Grant Other Stock-Based Awards~~. The Committee may grant to eligible persons other types of equity-based or equity-related Awards not otherwise described by the terms and provisions of the Plan (including the grant or offer for sale of unrestricted shares of Stock) in such amounts and subject to such terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual shares of Stock to Holders, or payment in cash or otherwise of amounts based on the value of shares of Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
~~11.2~~~~Value of Other Stock-Based Award~~~~. Each Other Stock-Based Award shall be expressed in terms of shares of Stock or units based on shares of Stock, as determined by the Committee.~~
~~11.3~~~~Payment of Other Stock-Based Award~~~~. Payment, if any, with respect to an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or shares of Stock as the Committee determines.~~
~~11.4~~~~Termination of Employment~~. The Committee shall determine the extent to which a Holder’s rights with respect to Other Stock-Based Awards shall be affected by the Holder’s Termination of Employment. Such provisions shall be determined in the sole discretion of the Committee and need not be uniform among all Other Stock-Based Awards issued pursuant to the Plan
20
~~Annex B~~
~~ARTICLE XII~~
~~CASH-BASED AWARDS~~
~~12.1~~~~Authority to Grant Cash-Based Awards~~. Subject to the terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant Cash-Based Awards under the Plan to eligible persons in such amounts and upon such terms as the Committee shall determine.
~~12.2~~~~Value of Cash-Based Award~~~~. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee.~~
~~12.3~~~~Payment of Cash-Based Award~~~~. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award, in cash.~~
~~12.4~~~~Termination of Employment~~. The Committee shall determine the extent to which a Holder’s rights with respect to Cash-Based Awards shall be affected by the Holder’s Termination of Employment. Such provisions shall be determined in the sole discretion of the Committee and need not be uniform among all Cash-Based Awards issued pursuant to the Plan.
21
~~Annex B~~
~~ARTICLE XIII~~
~~SUBSTITUTION AWARDS~~
Awards may be granted under the Plan from time to time in substitution for stock options and other awards held by employees of other entities who are about to become Employees, or whose employer is about to become an Affiliate as the result of a merger or consolidation of the Company with another corporation, or the acquisition by the Company of substantially all the assets of another corporation, or the acquisition by the Company of at least fifty percent (50%) of the issued and outstanding stock of another corporation as the result of which such other corporation will become a subsidiary of the Company. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in the Plan to such extent as the Board at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the Award in substitution for which they are granted.
22
~~Annex B~~
~~ARTICLE XIV~~
~~ADMINISTRATION~~
~~14.1~~~~Awards.~~The Plan shall be administered by the Committee or, in the absence of the Committee, the Plan shall be administered by the Board. The members of the Committee shall serve at the discretion of the Board. The Committee shall have full and exclusive power and authority to administer the Plan and to take all actions that the Plan expressly contemplates or are necessary or appropriate in connection with the administration of the Plan with respect to Awards granted under the Plan.
~~14.2~~~~Authority of the Committee.~~The Committee shall have full and exclusive power to interpret and apply the terms and provisions of the Plan and Awards made under the Plan, and to adopt such rules, regulations and guidelines for implementing the Plan as the Committee may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of the Plan. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. Any decision or determination reduced to writing and signed by a majority of the members shall be as effective as if it had been made by a majority vote at a meeting properly called and held. All questions of interpretation and application of the Plan, or as to Awards granted under the Plan, shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee. No member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act or omission on his own part, including but not limited to the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct. In carrying out its authority under the Plan, the Committee shall have full and final authority and discretion, including but not limited to the following rights, powers and authorities to (a) determine the persons to whom and the time or times at which Awards will be made; (b) determine the number and exercise price of shares of Stock covered in each Award subject to the terms and provisions of the Plan; (c) determine the terms, provisions and conditions of each Award, which need not be identical and need not match the default terms set forth in the Plan; (d) accelerate the time at which any outstanding Award will vest; (e) prescribe, amend and rescind rules and regulations relating to administration of the Plan; and (f) make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the Plan.
The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award to a Holder in the manner and to the extent the Committee deems necessary or desirable to further the Plan’s objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of the Plan. As permitted by law and the terms and provisions of the Plan, the Committee may delegate its authority as identified in this Section 14.2. The Committee may employ attorneys, consultants, accountants, agents, and other persons, any of whom may be an Employee, and the Committee, the Company, and its officers and Board shall be entitled to rely upon the advice, opinions, or valuations of any such persons.
~~14.3~~~~Decisions Binding.~~All determinations and decisions made by the Committee or the Board, as the case may be, pursuant to the provisions of the Plan and all related orders and resolutions of the Committee or the Board, as the case may be, shall be final, conclusive and binding on all persons, including the Company, its stockholders, its Affiliates, Holders and the estates and beneficiaries of Holders.
~~14.4~~~~No Liability.~~Under no circumstances shall the Company, its Affiliates, the Board or the Committee incur liability for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Company’s, an Affiliate’s, the Committee’s or the Board’s roles in connection with the Plan.
23
~~Annex B~~
~~ARTICLE XV~~
~~AMENDMENT OR TERMINATION OF PLAN~~
~~15.1~~~~Amendment, Modification, Suspension, and Termination~~. Subject to Section 15.2, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part; provided, however, that, without the prior approval of the Company’s stockholders and except as provided in Section 4.5, the Committee shall not directly or indirectly lower the Option Price of a previously granted Option, and no amendment of the Plan shall be made without stockholder approval if stockholder approval is required by applicable law or stock exchange rules.
~~15.2~~~~Awards Previously Granted~~. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Holder holding such Award.
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~~Annex B~~
~~ARTICLE XVI~~
~~MISCELLANEOUS~~
~~16.1~~~~Unfunded Plan/No Establishment of a Trust Fund.~~Holders shall have no right, title, or interest whatsoever in or to any investments that the Company or any of its Affiliates may make to aid in meeting obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Holder, beneficiary, legal representative, or any other person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except as expressly set forth in the Plan. No property shall be set aside nor shall a trust fund of any kind be established to secure the rights of any Holder under the Plan. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.
~~16.2~~~~No Employment Obligation.~~The granting of any Award shall not constitute an employment contract, express or implied, nor impose upon the Company or any Affiliate any obligation to employ or continue to employ, or utilize the services of, any Holder. The right of the Company or any Affiliate to terminate the employment of any person shall not be diminished or affected by reason of the fact that an Award has been granted to him, and nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or its Affiliates to terminate any Holder’s employment at any time or for any reason not prohibited by law.
~~16.3~~~~Tax Withholding.~~The Company or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, state, local or foreign tax law to be withheld with respect to the vesting or exercise of an Award or lapse of restrictions on an Award. In the alternative, the Company may require the Holder (or other person validly exercising the Award) to pay such sums for taxes directly to the Company or any Affiliate in cash or by check within one day after the date of vesting, exercise or lapse of restrictions. In the discretion of the Committee, and with the consent of the Holder, the Company may reduce the number of shares of Stock issued to the Holder upon such Holder’s exercise of an Option to satisfy the tax withholding obligations of the Company or an Affiliate; provided that the Fair Market Value of the shares of Stock held back shall not exceed the Company’s or the Affiliate’s Minimum Statutory Tax Withholding Obligation. The Committee may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of an Award by delivering to the Holder a reduced number of shares of Stock in the manner specified herein. If permitted by the Committee and acceptable to the Holder, at the time of vesting of shares under the Award, the Company shall (a) calculate the amount of the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation on the assumption that all such shares of Stock vested under the Award are made available for delivery, (b) reduce the number of such shares of Stock made available for delivery so that the Fair Market Value of the shares of Stock withheld on the vesting date approximates the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation and (c) in lieu of the withheld shares of Stock, remit cash to the United States Treasury and/or other applicable governmental authorities, on behalf of the Holder, in the amount of the Minimum Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of Stock to satisfy its Minimum Statutory Tax Withholding Obligation. Where the Fair Market Value of the withheld shares of Stock does not equal the amount of the Minimum Statutory Tax Withholding Obligation, the Company shall withhold shares of Stock with a Fair Market Value slightly less than the amount of the Minimum Statutory Tax Withholding Obligation and the Holder must satisfy the remaining minimum withholding obligation in some other manner permitted under this Section 16.3. The withheld shares of Stock not made available for delivery by the Company shall be retained as treasury shares or will be cancelled and the Holder’s right, title and interest in such shares of Stock shall terminate. The Company shall have no obligation upon vesting or exercise of any Award or lapse of restrictions on an Award until the Company or an Affiliate has received payment sufficient to cover the Minimum Statutory Tax Withholding Obligation with respect to that vesting, exercise or lapse of restrictions. Neither the Company nor any Affiliate shall be obligated to advise a Holder of the existence of the tax or the amount which it will be required to withhold.
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~~Annex B~~
~~16.4~~~~Gender and Number.~~~~If the context requires, words of one gender when used in the Plan shall include the other and words used in the singular or plural shall include the other.~~
~~16.5~~~~Severability~~. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
~~16.6~~~~Headings.~~~~Headings of Articles and Sections are included for convenience of reference only and do not constitute part of the Plan and shall not be used in construing the terms and provisions of the Plan.~~
~~16.7~~~~Other Compensation Plans.~~The adoption of the Plan shall not affect any other option, incentive or other compensation or benefit plans in effect for the Company or any Affiliate, nor shall the Plan preclude the Company from establishing any other forms of incentive compensation arrangements for Employees or Directors.
~~16.8~~~~Retirement and Welfare Plans.~~Neither Awards made under the Plan nor shares of Stock or cash paid pursuant to such Awards, may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Affiliate’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a participant’s benefit.
~~16.9~~~~Other Awards.~~The grant of an Award shall not confer upon the Holder the right to receive any future or other Awards under the Plan, whether or not Awards may be granted to similarly situated Holders, or the right to receive future Awards upon the same terms or conditions as previously granted.
~~16.10~~~~Successors.~~All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
~~16.11~~~~Law Limitations/Governmental Approvals~~. The granting of Awards and the issuance of shares of Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
~~16.12~~~~Delivery of Title~~. The Company shall have no obligation to issue or deliver evidence of title for shares of Stock issued under the Plan prior to (a)obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and (b)completion of any registration or other qualification of the Stock under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.
~~16.13~~~~Inability to Obtain Authority~~. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Stock as to which such requisite authority shall not have been obtained.
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~~Annex B~~
~~16.14~~~~Investment Representations~~. The Committee may require any person receiving Stock pursuant to an Award under the Plan to represent and warrant in writing that the person is acquiring the shares of Stock for investment and without any present intention to sell or distribute such Stock.
~~16.15~~~~Persons Residing Outside of the United States.~~Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company or any of its Affiliates operates or has Employees, the Committee, in its sole discretion, shall have the power and authority to (a)determine which Affiliates shall be covered by the Plan; (b)determine which persons employed outside the United States are eligible to participate in the Plan; (c)amend or vary the terms and provisions of the Plan and the terms and conditions of any Award granted to persons who reside outside the United States; (d)establish subplans and modify exercise procedures and other terms and procedures to the extent such actions may be necessary or advisable—any subplans and modifications to Plan terms and procedures established under this Section 16.15 by the Committee shall be attached to the Plan document as Appendices; and (e)take any action, before or after an Award is made, that it deems advisable to obtain or comply with any necessary local government regulatory exemptions or approvals. Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Securities Exchange Act of 1934, as amended, the Code, any securities law or governing statute or any other applicable law.
~~16.16~~~~Arbitration of Disputes.~~Any controversy arising out of or relating to the Plan or an Award Agreement shall be resolved by arbitration conducted pursuant to the arbitration rules of the American Arbitration Association. The arbitration shall be final and binding on the parties.
~~16.17~~~~Governing Law.~~The provisions of the Plan and the rights of all persons claiming thereunder shall be construed, administered and governed under the laws of the State of Texas. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Texas, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.
~~16.18~~~~Section~~ ~~162(m)~~ ~~Stockholder Approval.~~Payments of cash or Stock under the Plan are generally intended to meet the requirements of section 162(m) of the Code. Accordingly, the Plan shall be put before the stockholders of the Company for its approval, solely for purposes of meeting the requirements of section 162(m) of the Code, at or before the first regularly scheduled meeting of the stockholders of the Company that occurs more than 12 months after the date the Company becomes a separate publicly held corporation. However, if the Plan is not approved for purposes of section 162(m) of the Code at or before the first regularly scheduled meeting of the stockholders of the Company that occurs more than 12 months after the date the Company becomes a separate publicly held corporation, the Plan shall remain in effect and payments made under the Plan shall be subject to the limitations under section 162(m) of the Code. In such case, if the Company determines that section 162(m) of the Code may not allow the Company to take a deduction for part or all of any Performance-Based Compensation payable under the Plan, then, unless a Change in Control has occurred after the Effective Date, the payment of such Performance-Based Compensation otherwise payable hereunder will be delayed (or deferred under the Company’s Deferred Compensation Plan, if the Holder is a participant in such plan) to the extent any such payment would not be deductible by the Company by reason of section 162(m) of the Code. The Committee may waive the mandatory delay (or deferral) required by this Section 16.18 with respect to a Holder who is not a member of the Committee but such waiver shall only be made on an individual basis. If the Plan is approved at or before the first regularly scheduled meeting of the stockholders of the Company that occurs more than 12 months after the date the Company becomes a separate publicly held corporation, this Section 16.18 automatically shall be deleted from the Plan.
27
~~Annex B~~
~~CERTIFICATE~~
~~The undersigned, officer of Quanex Building Products Corporation (the “~~~~Company~~”), certifies that the board of directors of the Company adopted and approved certain amendments to the 2008 Omnibus Incentive Plan on the _____ day of ________ 2010 and the stockholder(s) of the Company adopted and approved certain amendments to the 2008 Omnibus Incentive Plan on the _____ day of ________ 2011.
~~WITNESS~~~~my hand this _____ day of ________ 2011.~~
~~Kevin P. Delaney~~
~~Senior Vice President — General Counsel and Secretary~~
28
Shareowner Services^SM
P.O. Box 64945
St. Paul, MN 55164-0945
~~Address Change? Mark box, sign, and indicate changes below:~~o


COMPANY #

~~TO VOTE BY~~
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
INTERNET OR
~~TELEPHONE, SEE REVERSE SIDE OF~~
~~THIS PROXY CARD.~~ – www.eproxy.com/nx
Use the Internet to vote your proxy until 12:00 p.m. (CT) on February 22, 2012.
PHONE – 1-800-560-1965
Use a touch-tone telephone to vote your proxy until 12:00 p.m. (CT) on February 22, 2012.
MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.
If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
The Board of Directors recommends the following votes: Items 1, 2 4 and ~~5 — FOR; Item~~ 3 — ~~1 Year.~~
FOR.
1.
To elect ~~three~~two directors to
serve until the Annual Meeting
of Stockholders in ~~2014~~2015

01 ~~Susan F. Davis~~
~~02 Joseph~~David D. ~~Rupp~~
~~03 Curtis M. Stevens~~
o ~~Vote FOR~~
~~all nominees~~
~~(except as marked)~~ o ~~Vote WITHHELD~~
~~from all nominees~~
~~(Instructions: To withhold authority to vote for any indicated nominee,~~
~~write the number(s) of the nominee(s) in the box provided to the right.)~~
Petratis
¨
Vote FOR all nominees

¨

Vote WITHHELD
02 Robert R. Buck

(except as marked)

from all nominees
2.
(Instructions: To ~~provide a~~withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
2.  To providea non-binding advisory vote approving the Company’s executive compensation program;
o ~~For~~¨ o ~~Against~~ o ~~Abstain~~
For
¨
Against

¨       Abstain
3.
~~To provide a non-binding advisory vote on the proposed timeline for seeking executive compensation advisory votes in the future;~~ o ~~1 Year~~ o ~~2 Years~~ o ~~3 Years~~ o ~~Abstain~~
4. ~~To approve an amendment to the Company’s 2008 Omnibus Incentive Plan to increase the number of shares available for grant under the Plan;~~ o ~~For~~ o ~~Against~~ o ~~Abstain~~
5.
3.To ratify the appointment of Deloitte & Touche LLP as the Company’s external auditors; and
¨
For
o ~~For~~ o ~~Against~~ o ~~Abstain~~
¨
Against

¨       Abstain
6.
4.To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.
Information with respect to the above matters is set forth in the Proxy Statement that accompanies this Proxy Card.
~~Information with respect to the above matters is set forth in the Proxy Statement that accompanies this Proxy Card.~~
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.
~~Date~~
~~Signature(s) in Box~~
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis-trators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
Address Change? Mark box, sign, and indicate changes below:   ¨
Date
Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Quanex Building Products Corporation, a Delaware corporation (the “Company”), will be held at the principal executive offices of the Company, 1900 West Loop South, Suite 1500, Houston, Texas, on February ~~24, 2011,~~23, 2012, at 8:00 a.m., C.S.T.
Notice of Internet Availability of Proxy Materials: You can access and review the Annual Report and Proxy Statement on the Internet by going to the following Quanex Building Products Corporation website:http://www.quanex.com/~~ir_annual_reports.html~~
Investor-Relations/Company-Information/Online-Annual-Report/

Quanex Building Products Corporation
1900 West Loop South, Suite 1500
Houston, TX 77027
proxy
This proxy is solicited by the Board of Directors for use at the Annual Meeting on February ~~24, 2011.~~
23, 2012.
The Board of Directors has fixed the close of business on January ~~7, 2011,~~6, 2012, as the record date for determining stockholders entitled to notice of and to vote at the meeting. A complete list of the stockholders entitled to vote at the meeting will be maintained at the Company’s principal executive offices, will be open to the examination of any stockholder for any purpose germane to the meeting during ordinary business hours for a period of ten days prior to the meeting, and will be made available at the time and place of the meeting during the whole time thereof.
By signing the proxy, you revoke all prior proxies and appoint William C. Griffiths and ~~Donald G. Barger,~~Joseph D. Rupp, and each of them with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.

Please execute your vote promptly. Your designation of a proxy is revocable and will not affect your right to vote in person if you find it convenient to attend the meeting and wish to vote in person.
The Company’s Annual Report to Stockholders for the fiscal year ended October 31, ~~2010,~~2011, accompanies this Notice.
~~Vote by Internet, Telephone or Mail~~
~~24 Hours a Day, 7 Days a Week~~
~~Your phone or Internet vote authorizes the named proxies to vote your shares~~
~~in the same manner as if you marked, signed and returned your proxy card.~~
~~INTERNET~~ ~~PHONE~~ ~~MAIL~~
~~www.eproxy.com/nx~~ ~~1-800-560-1965~~
~~Mark, sign and date your proxy~~
~~Use the Internet to vote your proxy~~ ~~Use a touch-tone telephone to~~ ~~card and return it in the~~
~~until 12:00 p.m. (CT) on~~ ~~vote your proxy until 12:00 p.m.~~ ~~postage-paid envelope provided.~~
~~February 23, 2011.~~ ~~(CT) on February 23, 2011.~~
~~If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.~~
~~110115~~
See reverse for voting instructions.

o
¨		Preliminary Proxy Statement
o
¨		Confidential, for Use of the Commission Only (as permitted by Rule ~~14a-~~~~6(e)~~14a-6(e)(2))

þ		Definitive Proxy Statement
o
¨		Definitive Additional Materials
o
¨		Soliciting Material Pursuant to §240.14a-12


QUANEX BUILDING PRODUCTS CORPORATION
(Name of registrant as specified in its charter)


(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.
o
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)~~(1)~~(4) and 0-11.


QUANEX BUILDING PRODUCTS CORPORATION		January ~~24, 2011~~23, 2012

1900 West Loop South ~~Suite 1500~~ ~~Houston, Texas 77027~~ ~~(713) 961-4600~~		Dear Fellow Stockholder:
Suite 1500
Houston, Texas 77027 (713) 961-4600		You are cordially invited to attend the Company’s Annual Meeting of Stockholders to be held at 8:00 a.m., C.S.T., on Thursday, February ~~24, 2011,~~23, 2012, at the Company’s principal executive offices at 1900 West Loop South, 15th Floor, Houston, Texas.


		This year you will be asked to vote in favor of the election of ~~three~~two directors, in favor of an advisory vote approving the Company’s executive compensation structure, ~~in favor of an amendment to the Company’s 2008 Omnibus Incentive Plan,~~ and in favor of ratifying the appointment of Deloitte & Touche LLP as the Company’s external auditors. ~~In addition, you will be asked to provide an advisory vote indicating whether you prefer that the Company seek shareholder advisory votes on executive compensation every one, two, or three years.~~ These proposals are more fully explained in the attached proxy statement, which you are encouraged to read.


		THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH PROPOSAL OUTLINED IN THE ATTACHED ~~PROXY, AND IN FAVOR OF A ONE-YEAR TIMELINE FOR COMPENSATION ADVISORY VOTES.~~PROXY. THE BOARD FURTHER URGES YOU TO VOTE AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.


		Thank you for your continued support. Sincerely, /s/ DAVID D. PETRATIS David D. Petratis Chairman of the Board



		~~Sincerely,~~
	Page
		~~/s/ DAVID D. PETRATIS~~

		~~David D. Petratis~~
		~~Chairman of the Board~~


		By order of the Board of Directors,


		/s/ KEVIN P. DELANEY


		Kevin P. Delaney
Senior Vice President —– General Counsel
and Secretary

	~~(1)~~
		(1)		Title of each class of securities to which transaction applies:




	(2)		Aggregate number of securities to which transaction applies:




	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):




	(4)		Proposed maximum aggregate value of transaction:

		(5)		Total fee paid:




	~~(5)~~		~~Total fee paid:~~



¨

o		Fee paid previously with preliminary materials.

o ¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

~~(1)~~
	(1)		Amount Previously Paid:




(2)		Form, Schedule or Registration Statement No.:




(3)		Filing Party:




(4)		Date Filed:


	~~Page~~

Notice of Annual Meeting of Stockholders		34
Proxy Statement		5
~~Proxy Statement~~		4

Matters to Come Before the Meeting		56
Proposal No. 1: Election of Directors		6
~~Proposal No. 1:~~~~Election of Directors~~		5

Proposal No. 2:Advisory (Non-Binding) Vote on Executive Compensation		10

~~Proposal No. 3:~~~~Advisory (Non-Binding) Vote on the Frequency of the Advisory Vote on Executive Compensation~~		11

Proposal No. 4:3:~~Approval~~ Ratification of ~~Amendment to the Company’s 2008 Omnibus Incentive Plan~~Appointment of Independent Auditor		12
Executive Officers		13
Director and Officer Compensation		14
Director Compensation		14
Compensation Discussion and Analysis		16
~~Proposal No. 5:~~Introduction~~Ratification of Appointment of Independent Auditor~~		16
Executive Summary, Market Considerations, and 2011 Company Highlights		16
Compensation Objectives		17
Competitive Positioning		18
Program Description		19

Processes and Procedures for Determining Executive ~~Officers~~		20

~~Director and Officer Compensation~~		21

~~Director~~ Compensation		21

~~Compensation Discussion and Analysis~~		24
Other Compensation Items		26
Employment Agreements and Potential Payments upon Termination or Change in Control		27
Post-Employment Compensation Table		31
Summary Compensation Table		33
Grants of Plan-Based Awards		35
Outstanding Equity Awards		37
~~Post-Employment Compensation Table~~Option Exercises and Stock Vested in Fiscal 2011		3938
Pension Benefits		38
~~Summary Compensation Table~~Qualified Defined Contribution Plans		4143

~~Grants of Plan-Based Awards~~Stock Purchase Plans		44

~~Outstanding Equity Awards~~		45

~~Option Exercises and Stock Vested in Fiscal 2010~~		47

~~Pension Benefits~~		47

~~Qualified Defined Contribution Plans~~		52

~~Stock Purchase Plans~~		52

Nonqualified Defined Benefit and Other Nonqualified Deferred Compensation Plans		5445
Common Stock Performance		48
Common Stock ~~Performance~~Ownership		5749
Section 16(a) Beneficial Ownership Reporting Compliance		49
Corporate Governance		50
Corporate Governance Guidelines		50
Communications with the Company		51
~~Common Stock Ownership~~Structure and Committees of the Board of Directors		56
Audit Committee		56
Compensation and Management Development Committee		58

~~Section 16(a) Beneficial Ownership Reporting Compliance~~		58

Nominating and Corporate Governance Committee		59
Executive Committee		60
~~Corporate Governance Guidelines~~Risk Oversight		5960
Further Information		61
~~Communications with the Company~~Principal Stockholders		6361

~~Structure and Committees of the Board of Directors~~		65

~~Audit Committee~~		65

~~Compensation and Management Development Committee~~		67

~~Nominating and Corporate Governance Committee~~		68

~~Executive Committee~~		69

~~Risk Oversight~~		69

~~Further Information~~		70

~~Principal Stockholders~~		70

Other Matters and Stockholder Proposals		70

~~Annex A — Proposed Amendment to Quanex Building Products 2008 Omnibus Incentive Plan~~

~~Annex B — Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended~~
		61


Nominees for election for term expiring at the 2014				Director
Annual Meeting (Class I Directors)	Principal Occupation	Age		Since

Susan F. Davis	Executive Vice President of Human Resources of Johnson Controls, Inc., a global leader in automotive systems, battery technology and building controls (Milwaukee, Wisconsin).		57		2007

Joseph D. Rupp	Chairman, President and Chief Executive Officer of Olin Corporation, a basic materials company concentrated in chemicals and ammunition (Clayton, Missouri).		60		2007

Curtis M. Stevens	Executive Vice President, Administration and Chief Financial Officer of Louisiana-Pacific Corporation, a leading building materials manufacturer (Nashville, Tennessee).		58		2010

Directors whose terms expire at the 2012 Annual Meeting (Class II Directors)

Donald G. Barger, Jr.	Retired Executive Vice President and Chief Financial Officer of YRC Worldwide Inc. (formerly Yellow Roadway Corporation), a provider of transportation services throughout North America and other international markets (Overland Park, Kansas).		67		2007

David D. Petratis	Chairman, President and Chief Executive Officer, Quanex Building Products Corporation (Houston, Texas).		53		2008

Nominees for election for term expiring at the 2013 Annual Meeting (Class III Director)

William C. Griffiths	Former Chairman of the Board, President and Chief Executive Officer of Champion Enterprises, Inc., a leading producer of modular and manufactured housing (Troy, Michigan).		59		2009

LeRoy D. Nosbaum	Retired Chairman and Chief Executive Officer of Itron, Inc., a leading technology provider to the global energy and water industries and a leading provider of intelligent metering, data collection and utility software solutions (Spokane, Washington)		64		2010


Nominees for election for term expiring at the 2015 Annual Meeting (Class II Directors)	Principal Occupation	Age		Director Since

David D. Petratis	Chairman, President and Chief Executive Officer, Quanex Building Products Corporation (Houston, Texas).		54		2008

Robert R. Buck	Chairman of the Board of Beacon Roofing Supply, Inc., a leading distributor of roofing materials (Peabody, Massachusetts).		64		2011

Director whose term expires at the 2012 Annual Meeting (Class II Director)


Donald G. Barger, Jr.	Retired Executive Vice President and Chief Financial Officer of YRC Worldwide Inc. (formerly Yellow Roadway Corporation), a provider of transportation services throughout North America and other international markets (Overland Park, Kansas).		68		2007

Directors whose terms expire at the 2013 Annual Meeting (Class III Directors)


William C. Griffiths	Former Chairman of the Board, President and Chief Executive Officer of Champion Enterprises, Inc., a leading producer of modular and manufactured housing (Troy, Michigan).		60		2009

LeRoy D. Nosbaum	President and Chief Executive Officer of Itron, Inc., a leading technology provider to the global energy and water industries and a leading provider of intelligent metering, data collection and utility software solutions (Spokane, Washington).		65		2010


Directors whose terms expire at the 2014 Annual Meeting (Class I Directors)	Principal Occupation	Age		Director Since

Susan F. Davis	Executive Vice President of Human Resources of Johnson Controls, Inc., a global leader in automotive systems, building efficiency and power solutions (Milwaukee, Wisconsin).		58		2007

Joseph D. Rupp	Chairman, President and Chief Executive Officer of Olin Corporation, a basic materials company concentrated in chemicals and ammunition (Clayton, Missouri).		61		2007

Curtis M. Stevens	Executive Vice President and Chief Operating Officer of Louisiana-Pacific Corporation, a leading building materials manufacturer (Nashville, Tennessee).		59		2010


	~~Maximum Number of Shares of~~
	~~Common Stock That May be Granted to~~
~~Type of Award~~	~~a Participant During a Fiscal Year~~
~~Option~~		~~350,000~~
~~SAR~~		~~350,000~~
~~Performance/Restricted Stock~~		~~175,000~~
~~Performance Unit Payable in Stock~~		~~175,000~~


	Restricted Stock Awards				Stock Options
	Number of		Grant Date		Number of		Grant Date
	Units		Fair Value		Units		Fair Value
Name and Position	(#)		($)		($)		(#)
David D. Petratis		27,500		464,750		128,900		936,007
Chairman of the Board, President & Chief Executive Officer

Brent L. Korb		8,900		150,410		41,900		304,257
Senior Vice President — Finance & Chief Financial Officer

Kevin P. Delaney		7,500		126,750		35,300		256,331
Senior Vice President — General Counsel & Secretary

Jairaj T. Chetnani		1,900		32,110		8,800		63,901
Vice President — Treasurer

Deborah M. Gadin		1,700		28,730		8,000		58,092
Vice President — Controller

Executive Group		47,500		802,750		222,900		1,618,588
Non-executive Director Group		—		—		—		—
Non-Executive Officer Employee Group		16,700		282,230		129,700		956,927

TOTAL		64,200		1,084,980		352,600		2,575,515


Name and Age
~~Name and Age~~		Office and Length of Service
David D. Petratis, 5354		Chairman of the Board, President and Chief Executive Officer since 2008
Brent L. Korb, 3839		Senior Vice President —– Finance and Chief Financial Officer since 2008
Kevin P. Delaney, 4950		Senior Vice President —– General Counsel and Secretary since 2007
Jairaj T. Chetnani, 3940		Vice President —– Treasurer since 2008
Deborah M. Gadin, 4142		Vice President —– Controller since 2008

	•		~~$10,000/year paid quarterly to the chairmen of the Audit Committee and Compensation and Management Development Committee~~

	•		~~Lead Director fee of $7,500~~

	•		~~Executive Committee Chair receives no extra pay~~


1.		Non-employee directors are permitted to defer all or any part of their cash retainers and fees under the Quanex Building Products Corporation Deferred Compensation Plan (the “DC Plan”). These deferrals are placed into notional accounts maintained under the DC Plan and are deemed invested in cash, units denominated in Common Stock, or any of the accounts available under the Company’s qualified 401(k) plan, as the director elects. If a director elects to make a deferral to his or her notional common stock unit account for a period of three full years or more, a matching award equal to 20% of the amount deferred is made by the Company to the director’s notional account. The Board elected to ~~temporarily~~ suspend the match effective April 1, 2009, due to the turbulent economic conditions at that time. The number of units that is deemed invested in Company common stock units and credited to a director’s notional account is equal to the number of shares of Common Stock that could have been purchased with the dollar amount deferred or matched based on the closing price of the Common Stock on the New York Stock Exchange on the date the amount would have been paid had it not been deferred. If a dividend or other distribution is declared and paid on Common Stock, for each notional common stock unit credited to a director’s account a corresponding credit will be accrued in the director’s notional matching account. Except with respect to matching deferrals (and dividend deferrals, if any), all director deferrals are 100% vested. Matching deferrals (and dividend deferrals, if any) are 100% vested, unless a director receives a distribution from the DC Plan for any reason other than death, disability or retirement, within three years after a deferral was credited to his or her notional common stock unit account. If a director receives such a distribution from the DC Plan, any matching amount corresponding to the deferral that has been credited for less than three years, plus any dividends or other distributions that correspond to such matching amount, will be forfeited. No payments may be made under the DC Plan until a distribution is permitted in accordance with the terms of the DC Plan. In the event of a “change ofin control” of the Company, any amount credited to a director’s account is fully vested and is payable in cash within five days after the change ofin control occurs. A “change in control” is defined generally as (i) an acquisition of securities resulting in an individual or entity or group thereof becoming, directly or indirectly, the beneficial owner of 20% or more of either (a) the Company’s then-outstanding Common Stock or (b) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors, (ii) a change in a majority of the persons who were members of the Board of Directors as of December 12, 2007 (the “Incumbent Board”), (iii) generally, a reorganization, merger or consolidation or sale of the Company or disposition of all or substantially all of the assets of the Company, or (iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. For this purpose, an individual will be treated as a member of the Incumbent Board if he becomes a director subsequent to December 12, 2007, and his election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board; unless his initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group other than the Board. All distributions under the DC Plan will be made in cash. Any deferral or payment permitted under the DC Plan will be administered in a manner that is intended to comply with Section 409A of the Internal Revenue Code of 1986.


2.		Restricted stock unit grants and stock option grants are issued from the Quanex Building Products Corporation 2008 Omnibus Incentive ~~Plan.~~Plan, as amended.


		~~Effective August 1, 2010, we amended our director compensation structure. Following that date, our non-employee directors receive the following compensation:~~

	•		~~Chairman of Compensation and Management Development Committee: $10,000/year paid quarterly~~

	•		~~Chairman of Nominating and Corporate Governance Committee: $10,000/year paid quarterly~~


1.		Non-employee directors are permitted to defer all or any part of their cash retainers and fees under the Quanex Building Products Corporation Deferred Compensation Plan (the “DC Plan”). These deferrals are placed into notional accounts maintained under the DC Plan and are deemed invested in cash, units denominated in Common Stock, or any of the accounts available under the Company’s qualified 401(k) plan, as the director elects. If a director elects to make a deferral to his or her notional common stock unit account for a period of three full years or more, a matching award equal to 20% of the amount deferred is made by the Company to the director’s notional account. The Board elected to temporarily suspend the match effective April 1, 2009, due to the turbulent economic conditions at that time. The number of units that is deemed invested in Company common stock units and credited to a director’s notional account is equal to the number of shares of Common Stock that could have been purchased with the dollar amount deferred or matched based on the closing price of the Common Stock on the New York Stock Exchange on the date the amount would have been paid had it not been deferred. If a dividend or other distribution is declared and paid on Common Stock, for each notional common stock unit credited to a director’s account a corresponding credit will be accrued in the director’s notional matching account. Except with respect to matching deferrals (and dividend deferrals, if any), all director deferrals are 100% vested. Matching deferrals (and dividend deferrals, if any) are 100% vested, unless a director receives a distribution from the DC Plan for any reason other than death, disability or retirement, within three years after a deferral was credited to his or her notional common stock unit account. If a director receives such a distribution from the DC Plan, any matching amount corresponding to the deferral that has been credited for less than three years, plus any dividends or other distributions that correspond to such matching amount, will be forfeited. No payments may be made under the DC Plan until a distribution is permitted in accordance with the terms of the DC Plan. In the event of a “change of control” of the Company, any amount credited to a director’s account is fully vested and is payable in cash within five days after the change of control occurs. A “change in control” is defined generally as (i) an acquisition of securities resulting in an individual or entity or group thereof becoming, directly or indirectly, the beneficial owner of 20% or more of either (a) the Company’s then-outstanding Common Stock or (b) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors, (ii) a change in a majority of the persons who were members of the Board of Directors as of December 12, 2007 (the “Incumbent Board”), (iii) generally, a reorganization, merger or consolidation or sale of the Company or disposition of all or substantially all of the assets of the Company, or (iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. For this purpose, an individual will be treated as a member of the Incumbent Board if he becomes a director subsequent to December 12, 2007, and his election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board; unless his initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group other than the Board. All distributions under the DC Plan will be made in cash. Any deferral or payment permitted under the DC Plan will be administered in a manner that is intended to comply with Section 409A of the Internal Revenue Code of 1986.

2.		~~Restricted stock unit grants and stock option grants are issued from the Quanex Building Products Corporation 2008 Omnibus Incentive Plan.~~


									Change in
									Pension Value &
									Nonqualified
			Fees Earned						Deferred
			or Paid in		Stock		Option		Compensation		All Other
			Cash⁽¹⁾		Awards⁽²⁾		Awards⁽²⁾		Earnings⁽³⁾		Compensation⁽⁴⁾		Total
Name	Year		($)		($)		($)		($)		($)		($)
Donald G. Barger, Jr.		2010		65,750		25,192		50,385		—		920		142,247
Susan F. Davis		2010		64,500		25,192		50,385		—		602		140,679
William C. Griffiths		2010		62,000		25,192		85,586		—		220		172,998
LeRoy D. Nosbaum		2010		26,500		25,192		50,385		—		—		102,077
Joseph D. Rupp		2010		69,500		25,192		50,385		—		602		145,679
Curtis M. Stevens		2010		—		25,192		50,385		—		—		75,577

		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,
	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards ⁽²⁾		Option Awards ⁽²⁾		Change in Pension Value & Nonqualified Deferred Compensation Earnings⁽³⁾		All Other Compensation ⁽⁴⁾		Total
Name	($)		($)		($)		($)		($)		($)
Donald G. Barger, Jr.		61,250		25,267		50,524		—		1,275		138,316
Susan F. Davis		65,000		25,267		50,524		—		912		141,703
William C. Griffiths		65,000		25,267		50,524		—		475		141,266
LeRoy D. Nosbaum		55,000		25,267		96,004		—		224		176,495
Joseph D. Rupp		82,500		25,267		50,524		—		912		159,203
Curtis M. Stevens		65,417		25,267		73,565		—		224		164,473


(1)		Amounts shown reflect fees earned by the directors from Quanex Building Products Corporation during fiscal year ~~2010.~~2011. During fiscal ~~2010, Mr.~~2011, Messrs. Barger, Stevens and Ms. Davis elected to defer cash compensation of ~~$65,750~~$16,250 $32,708 and ~~$64,500,~~$16,250, respectively, under the DC Plan in the form of notional common stock units, and their accounts were credited with ~~4,052~~956; 2,114; and ~~3,959~~956 notional common stock units, respectively.


	Restricted Stock Units						Stock Options
	Grants				Outstanding		Grants				Outstanding
			Grant Date		as of October				Grant Date		as of October
			Fair Value		31, 2010				Fair Value		31, 2010
Name	Grant Date		($)		(#)		Grant Date		($)		(#)
Barger		10/31/2010		25,192		7,971		10/31/2010		50,385		32,300
Davis		10/31/2010		25,192		5,698		10/31/2010		50,385		32,300
Griffiths		10/31/2010		25,192		2,969		10/31/2010		50,385		16,879
								2/26/2010		35,201
Nosbaum		10/31/2010		25,192		1,398		10/31/2010		50,385		6,390
Rupp		10/31/2010		25,192		5,698		10/31/2010		50,385		32,300
Stevens		10/31/2010		25,192		1,398		10/31/2010		50,385		6,390


(3)		The Company does not provide a pension plan for non-employee directors. None of the directors received preferential or above-market earnings on deferred compensations.

	•		~~David D. Petratis — Chairman, President and CEO~~

	•		~~Brent L. Korb — Senior Vice President, Finance and CFO~~

	•		~~Kevin P. Delaney — Senior Vice President — General Counsel and Secretary~~

	•		~~Jairaj T. Chetnani — Vice President — Treasurer~~

	•		~~Deborah M. Gadin — Vice President — Controller~~

	•		~~We reorganized~~ Over a three year period, we were above the ~~Company~~90^th percentile for Total Shareholder Return relative to ~~realize market synergies of our Engineered Products Group (EPG) divisions, resulting in 11% year over year growth amid declining markets that continue to remain under pressure.~~

	•		~~We enhanced our position as a market leader in energy-efficient window systems with~~ the ~~launch of our EnergyCore product, earning several awards in the process.~~

	•		We focused efforts on managing available cash, to position the Company to take advantage of the market turnaround, increasing available cash from $123 million to $187 million during one of the most trying times in our industry’s history.

	•		~~We eliminated tax gross up payments on executive perquisites, effective December 31, 2009.~~

	•		~~We implemented a recoupment policy for cash-based incentive compensation programs, effective December 1, 2009.~~Industry Reference Group.


Objective
~~Objective~~		How We Meet our Objectives
Attract and retain effective leadership		• We provide a competitive total pay package, taking into account the base salary, incentives, benefits and perquisites for each executive.
		• We regularly benchmark our pay programs against the competitive market, comparing both fixed and variable, at-risk compensation that is tied to short and long-term performance; we use the results of this analysis as context in making pay adjustments.
		• Our plans include three-year performance cycles on LTIP awards, three-year vesting schedules on equity incentives, and career-weighted vesting on our supplemental retirement plan to motivate long-term retention.

Motivate and reward executives for achieving specific financial goals		• We offer a compensation program that focuses on variable, performance-based compensation (through Annual and Long-Term Incentive Awards).
		• Specific financial performance measures used in the incentive programs include:
		• Annual incentive awards (AIA) use return on invested capital (ROIC) for corporate participants and return on net assets (RONA) for division executives. These profit efficiency ratios motivate executives to efficiently employ the capital entrusted to them.
		• Long Term Incentive Plan (LTIP) awards use compounded earnings per share (EPS) growth goals to motivate long-term focus on bottom-line performance.


Create a strong financial incentive to meet or exceed long-term financial goals and build long-term value		• We link a significant part of total compensation to Quanex’s financial and stock price performance ~~— 71%~~– over 70% of compensation mix is performance-based.
		• We deliver 75% of long-term incentives in the form of equity compensation.
		• Long-term compensation opportunities are weighted to deliver more than two times the target short-term incentive opportunity, resulting in a significant portion of our total compensation delivered in the form of long-term incentive.

Align executive and shareholder interests
		• Emphasizing long-term shareowner returns, we encourage significant Quanex stock ownership among executives.
~~Align executive and shareholder interests~~		• The ultimate value of two-thirds of our annual equity grants is driven by stock price performance over the grant date value.
		• We maintain stock ownership goals for executives and encourage officers to retain shares acquired upon option exercises until their respective goals are met.


Actuant Corp.	~~Encore Wire Corp.~~	~~Nordson Corp.~~
Albany International Corp.	~~EnPro Industries Inc.~~	~~Olympic Steel Inc.~~
American Woodmark Corp.*	Gibraltar Industries Inc.*	Simpson Manufacturing Inc.*
Apogee Enterprises Inc. *	~~Global Industries Ltd.~~	~~Superior Industries International~~
Astec Industries Inc.	~~Graco Inc.~~	~~Texas Industries Inc.~~
Builders Firstsource Inc.*	~~Greenbrier Companies Inc.~~	~~Titan International Inc.~~
Castle (A M) & Co. CLARCOR Inc. Compass Minerals International Inc. Drew Industries Inc.* Eagle Materials Inc.*	Encore Wire Corp. EnPro Industries Inc. Gibraltar Industries Inc.* Global Industries Ltd. Graco Inc. Greenbrier Companies Inc. Griffon Corporation*	Trex Company, Inc.*
~~CLARCOR Inc.~~	H&E Equipment Services Inc. Headwaters Inc. Louisiana-Pacific Corp.* Martin Marietta Materials Inc.	Nordson Corp. Olympic Steel Inc. Simpson Manufacturing Inc.* Superior Industries International Texas Industries Inc. Titan International Inc. Trex Company, Inc.* Universal Forest Products Inc.*
~~Compass Minerals International Inc.~~	~~Headwaters Inc.~~	Valmont Industries Inc.
Drew Industries Inc.*	Louisiana-Pacific Corp.*	Watts Water Technologies Inc.
Eagle Materials Inc.*	~~Martin Marietta Materials Inc.~~


*		The eleven companies in the Reference Group identified by the asterisk are those we consider more traditional peers (i.e., Industry Reference Group). These companies are used by the Compensation Committee to evaluate relative Company performance, as they tend to best reflect the operational and financial performance of our industry.

		September 30,		September 30,
Name and Principal Position	Annual Base Salary		Base Salary Increase⁽¹⁾
David D. Petratis Chairman, President and CEO	$	750,000		7.1	%
Brent L. Korb Senior Vice President – Finance and CFO	$	370,000		8.4	%
Kevin P. Delaney Senior Vice President – General Counsel and Secretary	$	300,000		4.2	%
Jairaj T. Chetnani Vice President – Treasurer	$	209,100		2.0	%
Deborah M. Gadin Vice President – Controller	$	191,174		3.0	%

(1)
~~Name~~ Mr. Petratis waived his contractual right to a base salary increase and ~~Principal Position~~	~~Annual Base Salary ($)~~
~~David D. Petratis~~ ~~Chairman, President~~has not received a base salary adjustment since joining the Company in July 2008. Ms. Gadin and ~~CEO~~		~~700,000~~
~~Brent L.~~Messrs. Chetnani, Korb, ~~Senior Vice President — Finance~~ and ~~CFO~~		~~341,250~~
~~Kevin P.~~ Delaney ~~Senior Vice President — General Counsel and Secretary~~		~~287,922~~
~~Jairaj T. Chetnani~~ ~~Vice President — Treasurer~~		~~205,000~~
~~Deborah M. Gadin~~ ~~Vice President — Controller~~		~~185,606~~	have not received a base salary increase since December 2009.


Goal	Threshold			Target			Maximum			Actual Results
Return on Invested Capital (ROIC)		0.56	%		2.55	%		4.16	%		5.83	%