UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:


¨UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.   )
Filed by the Registrant   x
Filed by a Party other than the Registrant  o
Check the appropriate box:
o Preliminary Proxy Statement

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

x
Definitive Proxy Statement

¨
o Definitive Additional Materials

¨
o Soliciting Material underPursuant to §240.14a-12


American Woodmark 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):

American Woodmark Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Rregistrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.

¨
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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o Fee paid previously with preliminary materials.

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LOGO





3102 Shawnee Drive

Winchester, Virginia 22601


Notice of Annual Meeting of Shareholders


TO THE SHAREHOLDERS OF

AMERICAN WOODMARK CORPORATION:


The Annual Meeting of Shareholders (“Annual Meeting”) of American Woodmark Corporation (the “Company”) will be held at the Holiday Inn, 333 Front Royal Pike, Winchester, Virginia, on Thursday, August 26, 2010,25, 2011, at 9:00 a.m., Eastern Daylight Time, for the following purposes:


 1.
To elect as directors the nine nominees listed in the attached proxy statement to serve a one-year term on the Company’s Board of Directors,Directors;

 2.
To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2011,2012;

 3.
To approve amendments toconsider and vote upon the Company’s Amended and Restated 2004 Stock Incentive Plan for Employees, including an amendment to increase the authorized share reserve by 1,000,000 shares; and2011 Non-Employee Directors Equity Ownership Plan;

 4.
To cast an advisory vote on executive compensation;
5.
To cast an advisory vote on the frequency of future advisory votes on executive compensation; and
6.To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.


Only shareholders of record of shares of the Company’s common stock at the close of business on June 21, 2010,20, 2011 will be entitled to vote at the Annual Meeting or any adjournments thereof.


Whether or not you plan to attend the Annual Meeting, please mark, sign and date the enclosed proxy and promptly return it in the enclosed envelope.  If for any reason you desire to revoke your proxy, you may do so at any time before it is voted.


All shareholders are cordially invited to attend the Annual Meeting.


By Order of the Board of Directors

Jonathan H. Wolk

Secretary



July 1, 2010

2011



AMERICAN WOODMARK CORPORATION

3102 Shawnee Drive

Winchester, Virginia 22601


Proxy Statement

Voting Rights, Procedures and Solicitation


Proxy Solicitation


This Proxy Statement, mailed to shareholders of American Woodmark Corporation (the “Company”) on or about July 1, 2010,2011, is furnished in connection with the solicitation of proxies by the Company’s Board of Directors in the accompanying form for use at the Annual Meeting of Shareholders (“the Annual(the “Annual Meeting”) to be held at the Holiday Inn, 333 Front Royal Pike, Winchester, Virginia, on Thursday, August 26, 2010,25, 2011, at 9:00 a.m., Eastern Daylight Time, and at any adjournments thereof.  A copy of the annual report of the Company for the fiscal year ended April 30, 2010,2011, is being mailed to you with this Proxy Statement.


In addition to the solicitation of proxies by mail, the Company’s officers and other employees, without additional compensation, may solicit proxies by telephone, facsimile, and personal interview.  The Company will bear the cost of all solicitation efforts.  The Company also will request brokerage houses and other custodians, nominees, and fiduciaries to forward soliciting material to the beneficial owners of the Company’s common stock held as of the record date by those parties and will reimburse those parties for their expenses in forwarding soliciting material.


Record Date and Voting Rights


On June 21, 2010,20, 2011, the record date for determining the shareholders entitled to receive notice of and to vote at the Annual Meeting, there were 14,222,26214,296,740 shares of common stock of the Company outstanding and entitled to vote.  Each such share of common stock entitles the holderowner to one vote.


Revocability and Voting of Proxy


A form of proxy for use at the Annual Meeting and a return envelope for the proxy are enclosed.  Any shareholder who provides a proxy may revoke such proxy at any time before it is voted.  Proxies may be revoked by:

filing with the Secretary of the Company written notice of revocation which bears a later date than the date of the proxy,


duly executing and filing with the Secretary of the Company a later dated proxy relating to the same shares, or

•
filing with the Secretary of the Company written notice of revocation which bears a later date than the date of the proxy,
•
duly executing and filing with the Secretary of the Company a later dated proxy relating to the same shares, or
•attending the Annual Meeting and voting in person.

attending the Annual Meeting and voting in person.


Votes will be tabulated by one or more inspectors of election.  A proxy, if properly executed and not revoked, will be voted as specified by the shareholder.  If the shareholder does not specify his or her choice, the shares will be voted FOR the election of the nominees for director named herein, FOR the ratification of KPMG LLP as the independent registered public accounting firm of the Company for fiscal year 2011, FOR the amendments to the Company’s Amended and Restated 2004 Stock Incentive Plan for Employees, and in the proxies’ discretion on any other matters coming before the Annual Meeting.

follows:

•
“FOR” the election of the nine nominees for director named herein;
•
“FOR” the ratification of KPMG LLP as the independent registered public accounting firm of the Company for fiscal year 2012;
•
“FOR” the adoption of the 2011 Non-Employee Directors Equity Ownership Plan;
•“FOR” the approval of the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement;
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•
“FOR” an annual advisory vote on compensation of the Company’s named executive officers; and
•In the proxies’ discretion on any other matters coming before the Annual Meeting or any adjournment thereof.

A majority of the total outstanding shares of the Company entitled to vote on matters to be considered at the Annual Meeting, represented in person or by proxy, constitutes a quorum.  If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes and for all other matters as well.  Abstentions and shares held of record by a broker or its nominee (“Broker Shares”) that are voted on any matter are included in determining the number of votes present or represented at the Annual Meeting.  However, Broker Shares that are not voted on any matter at the Annual Meeting will not be included in determining whether a quorum is present at the meeting.


The Company’s bylaws require that, in uncontested elections, each director receive a majority of the votes cast with respect to that director (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee).  Shareholders may indicate their preference for how frequently the Company should hold advisory votes on executive compensation by choosing among four options, holding the vote every one, two or three years, or abstaining.  Actions on all other matters to come before the meeting will be approved if the votes cast “for” thethat action exceed the votes cast “against” it.  Abstentions and Broker Shares that are not voted on a particular matter are not considered votes cast and, therefore, will have no effect on the outcome of the election of directors or any other matter.


Participants in the American Woodmark Corporation Investment Savings Stock Ownership Plan will receive a proxy packet from the Company’s transfer agent and registrar, Registrar and Transfer Company, enabling them to voteprovide instructions for voting the shares of the Company’s common stock held in their plan accounts.  The Newport Group, the Plan’splan’s administrator, will determine the number of shares beneficially owned by each participant and communicate that information to the transfer agent.

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Each participant’s voting instructions must be properly executed and returned in the envelope provided in order for the participant’s shares to be voted.  If a participant does not return voting instructions, then the shares held in the participant’s account will not be voted.


ITEM 1—1 – ELECTION OF DIRECTORS


The Board is currently comprised of nine members, each of whom has been nominated for election by the Company.  Unless otherwise specified, the enclosed proxy will be voted for the persons named below to serve until the next Annual Meeting and until their successors are elected and duly qualified.  Each of the nominees listed below is presently a director of the Company and with the exception of Mr. Vance W. Tang, was elected by shareholders at the last Annual Meeting for a term expiring at the upcoming Annual Meeting. Mr. Tang was appointed to serve as a director of the Company by the Board effective December 18, 2009. Mr. Tang was recommended to the Nominating and Governance Committee by a third-party search firm.


The Board believes the Company’s directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of its shareholders.  When searching for new directors, the Nominating and Governance Committee considers a candidate’s managerial experience, as well as business judgment, background, integrity, ethics and conflicts of interest.  The Nominating and Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Governance Committee believe it is essential that the Company’s Board members represent diverse viewpoints.  The Nominating and Governance Committee considers issues such as diversity of professional experience, skills, viewpoints, education, gender, race and national origin.  In considering candidates for the Board, the Nominating and Governance Committee considers the entirety of each candidate’s credentials in the context of these criteria.  With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board are also considered.


Each nominee listed below has consented to serve as a director, and the Company anticipates all of the nominees named below will be able to serve, if elected. If at the time of the Annual Meeting any nominees are unable or unwilling to serve, then shares represented by properly executed proxies will be voted at the discretion of the persons named therein for such other person or persons as the Board of Directors may designate.


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If shareholders do not elect a nominee who is serving as a director, Virginia law provides that the director would continue to serve on the Board as a “holdover director.” Under ourthe Company’s bylaws, each incumbent director submits an advance, contingent, irrevocable offer of resignation that the Board may accept if shareholders do not elect the director at the Annual Meeting. In that situation, the Board’s Nominating and Governance Committee would make a recommendation to the Board about whether to accept or reject the offer of resignation. The Board would act on the Governance Committee’s recommendation within 90 days after the date that the election results were certified and, promptly, would publicly disclose its decision and, if applicable, the rationale for rejecting the resignation within 90 days after the date that the election results were certified.

offer of resignation.


Information Regarding Nominees


The names and ages of the Company’s nominees, their principal occupations or employment, and other information regarding each nominee are set forth below.

Name

  

Age

  

Principal Occupation(s) During

the Last Five Years and

Directorship(s) in Public Companies

  Director of
Company
Since

William F. Brandt, Jr.

  64  Retired; Company Chairman and Chief Executive Officer from 1996 to August 2004. Mr. Brandt has served continuously as director since he founded the Company in 1980. Mr. Brandt previously served as both Chairman and Chief Executive Officer of the Company and remains extremely knowledgeable about the Company and its operations. Mr. Brandt remains the Company’s largest shareholder.  1980

Martha M. Dally

  59  Retired; Vice President Customer Development, Sara Lee Corporation (a public company and manufacturer and marketer of consumer products) from June 2005 to June 2006; Chief Customer Officer, Sara Lee Corporation from June 2003 to July 2005. Ms. Dally’s experience with marketing, business development and customer relationships during her 30-year career in the consumer products industry provides the Board with an important perspective on customer issues and opportunities.  1995

2


 
Name
 
Age
Principal Occupation(s) During the Last Five Years and
Directorship(s) in Public Companies
 
Director of Company Since
 
William F. Brandt, Jr.65
Retired; Company Chairman and Chief Executive Officer from 1996 to August 2004.  Mr. Brandt has served continuously as director since he founded the Company in 1980.  Mr. Brandt previously served as both Chairman and Chief Executive Officer of the Company and remains extremely knowledgeable about the Company and its operations.  Mr. Brandt remains the Company’s largest shareholder.
 
1980
Martha M. Dally60
Retired; Vice President Customer Development, Sara Lee Corporation (a public company and manufacturer and marketer of consumer products) from July 2005 to June 2006; Chief Customer Officer, Sara Lee Corporation from July 2003 to July 2005.  Ms. Dally’s experience with marketing, business development and customer relationships during her 30-year career in the consumer products industry provides the Board with an important perspective on customer issues and opportunities.
 
1995
Kent B. Guichard55
Company Chairman from August 2009 to present and Company President and Chief Executive Officer from August 2007 to present; Company President and Chief Operating Officer from August 2006 to August 2007; Company Executive Vice President and Chief Operating Officer from September 2005 to August 2006; Company Executive Vice President from May 2004 to September 2005; Company Senior Vice President and Chief Financial Officer from 1999 to April 2004; Company Corporate Secretary from November 1997 to February 2005.  Mr. Guichard’s 30-year career in industry has been highlighted with leadership roles in finance and operations.  Mr. Guichard’s role as the Company’s Chief Executive Officer provides to the Board the Company’s strategic vision and intimate knowledge of its operational performance.
 
1997
Kent J. Hussey65
Retired; Chairman, Spectrum Brands, Inc. (a publicly traded manufacturer of consumer products) from August 2009 to June 2010; President and Chief Executive Officer, Spectrum Brands, Inc. from May 2007 to April 2010; Vice Chairman, Spectrum Brands, Inc. from January 2007 to May 2007; President and Chief Operating Officer, Spectrum Brands, Inc. from August 2002 to December 2006; Director, Spectrum Brands, Inc. from October 1996 to June 2010.  Spectrum Brands, Inc. emerged from bankruptcy protection in August, 2009.  Mr. Hussey’s 40-year career in the consumer products industry has been highlighted with leadership roles in finance and operations.  Mr. Hussey’s experience as Chief Executive Officer of a publicly traded manufacturing company that sells products to large retailers provides the Board with an important perspective.
 
 
 
1999
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Name

  Age  

Principal Occupation(s) During

the Last Five Years and

Directorship(s) in Public Companies

  Director  of
Company
Since
Kent B. Guichard  54  Company Chairman from August 2009 to present and Company President and Chief Executive Officer from August 2007 to present; Company President and Chief Operating Officer from August 2006 to August 2007; Company Executive Vice President and Chief Operating Officer from September 2005 to August 2006; Company Executive Vice President from May 2004 to September 2005; Company Senior Vice President and Chief Financial Officer from 1999 to April 2004; Company Corporate Secretary from November 1997 to February 2005. Mr. Guichard’s 30-year career in industry has been highlighted with leadership roles in finance and operations. Mr. Guichard’s role as the Company’s Chief Executive Officer provides to the Board the Company’s strategic vision and intimate knowledge of its operational performance.  1997
Kent J. Hussey  64  Retired; Chairman – Spectrum Brands, Inc. (a manufacturer of consumer products) from August 2009 to June 2010; President and Chief Executive Officer - Spectrum Brands, Inc. from May 2007 to April 2010; Vice Chairman, Spectrum Brands, Inc. from January 2007 to May 2007; President and Chief Operating Officer, Spectrum Brands, Inc. from August 2002 to December 2006; Director, Spectrum Brands, Inc. from October 1996 to June 2010. Spectrum Brands emerged from bankruptcy protection in August, 2009. Mr. Hussey’s 40-year career in industry has been highlighted with leadership roles in finance and operations. Mr. Hussey’s experience as a Chief Executive Officer of a publicly traded manufacturing company that sells products to large retailers provides the Board with an important perspective.  1999
James G. Davis, Jr.  51  President and Chief Executive Officer, James G. Davis Construction Corporation (a private commercial general contractor) from June 1979 to present; Director, Provident Bankshares Corporation (a public company and financial institution) from October 2006 to July 2009. Mr. Davis’ career in industry has been highlighted with leadership roles in operations. Mr. Davis’ experience as Chief Executive Officer of a construction company provides the Board with an important perspective.  2002
Daniel T. Hendrix  55  President and Chief Executive Officer, Interface, Inc. (a public company and manufacturer of industrial carpet products) from July 2001 to present; Director, Interface, Inc. from October 1996 to present; Director, Global Imaging Systems, Inc. (a public technology service company) from January 2003 to May 2007. Mr. Hendrix’ 30-year career in industry has been highlighted with leadership roles in finance and operations. Mr. Hendrix’ experience as a Chief Executive Officer of a publicly traded company in the building supplies industry provides the Board with an important perspective.  2005
Carol B. Moerdyk  60  Retired; Senior Vice President, International,OfficeMax Incorporated (a public company and office products retailer, formerly Boise Cascade) from August 2004 to September 2007; Director, Libbey Inc. (a public company and manufacturer of tableware) from 1998 to present. Ms. Moerdyk’s 30-year career in industry has been highlighted with leadership roles in finance and operations. Ms. Moerdyk’s experience as a financial executive enables her to serve as the chair of the Company’s Audit Committee and to provide the Board with a valuable perspective.  2005

3

Name

  Age  

Principal Occupation(s) During

the Last Five Years and

Directorship(s) in Public Companies

  Director of
Company
Since
Andrew B. Cogan  47  Director, Knoll, Inc. (a public company and manufacturer of furnishings, textiles and fine leathers) from February 1996 to present; Chief Executive Officer, Knoll, Inc., from April 2001 to present; Chief Operating Officer, Knoll, Inc., from 1999 to April 2001. Mr. Cogan’s 25-year career in industry has been highlighted with leadership roles in product development and operations. Mr. Cogan’s experience as a Chief Executive Officer of a publicly traded company provides the Board with a valuable perspective.  2009
Vance W. Tang  43  President and Chief Executive Officer of the U.S. subsidiary of KONE OY, (a public company and a leading global provider of elevators and escalators) and Executive Director of KONE Corporation from 2007 to present; Vice President and General Manager, Honeywell Building Control Systems from 2004 to 2007; Board member and Vice President of National Elevator Industry, Inc. (a national trade association). Mr. Tang’s 20-year career in industry has been highlighted with leadership roles in operations. Mr. Tang’s experience as a Chief Executive Officer in the construction industry provides the Board with a valuable perspective.  2009

 
Name
 
Age
Principal Occupation(s) During the Last Five Years and
Directorship(s) in Public Companies
 
Director of Company Since
 
James G. Davis, Jr.52
President and Chief Executive Officer, James G. Davis Construction Corporation (a private commercial general contractor) from June 1979 to present; Director, Provident Bankshares Corporation (a public company and financial institution) from October 2006 to July 2009.  Mr. Davis’ career in the construction industry has been highlighted with leadership roles in operations.  Mr. Davis’ experience as Chief Executive Officer of a construction company provides the Board with an important perspective.
 
2002
Daniel T. Hendrix56
President and Chief Executive Officer, Interface, Inc. (a public company and manufacturer of industrial carpet products) from July 2001 to present; Director, Interface, Inc. from October 1996 to present; Director, Global Imaging Systems, Inc. (a public technology service company) from January 2003 to May 2007.  Mr. Hendrix’ 30-year career in the building supplies industry has been highlighted with leadership roles in finance and operations.  Mr. Hendrix’ experience as a Chief Executive Officer of a publicly traded company in the building supplies industry provides the Board with an important perspective.
 
2005
Carol B. Moerdyk61
Retired; Senior Vice President, International, OfficeMax Incorporated (a public company and office products retailer, formerly Boise Cascade) from August 2004 to September 2007; Director, Libbey, Inc. (a public company and manufacturer of tableware) from 1998 to present.  Ms. Moerdyk’s 30-year career in industry has been highlighted with leadership roles in finance and operations.  Ms. Moerdyk’s experience as a financial executive enables her to serve as the chair of the Company’s Audit Committee and to provide the Board with a valuable perspective.
 
2005
Andrew B. Cogan48
Director, Knoll, Inc. (a public company and manufacturer of furnishings, textiles and fine leathers) from February 1996 to present; Chief Executive Officer, Knoll, Inc. from April 2001 to present; Chief Operating Officer, Knoll, Inc. from 1999 to April 2001.  Mr. Cogan’s 25-year career in industry has been highlighted with leadership roles in design and marketing.  Mr. Cogan’s experience as a Chief Executive Officer of a publicly traded company provides the Board with a valuable perspective.
 
2009
Vance W. Tang44President and Chief Executive Officer of the U.S. subsidiary of KONE Corporation (a Finnish public company and a leading global provider of elevators and escalators) and Executive Director of KONE Corporation from 2007 to present; Vice President and General Manager, Honeywell Building Control Systems from 2004 to 2007.  Mr. Tang’s 20-year career in industry has been highlighted with leadership roles in operations.  Mr. Tang’s experience as a Chief Executive Officer in the construction industry provides the Board with a valuable perspective.2009

CORPORATE GOVERNANCE


Codes of Business Conduct and Ethics


Code of Business Conduct and Ethics.Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees of American Woodmark Corporation.the Company. This code sets forth important Company policies and procedures in conducting the Company’s business in a legal, ethical, and responsible manner. The Code of Business Conduct and Ethics also encompasses policies addressing employee conduct, conflicts of interest, insider trading and the protection of confidential information, and requires all employees to respect and obey all applicable laws and regulations when conducting the Company’s business.


4

Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers.Officers

The Board has also adopted an additional Code of Business Conduct and Ethics for the Chief Executive Officer and all Senior Financial Officers, including the Chief Financial Officer, Treasurer, and Controller.Controller of the Company. This code sets forth Company policies and procedures for ensuring that disclosures in the Company’s financial reports and documents that the Company files or furnishes to the SECSecurities and Exchange Commission (“SEC”) and in other public communications are full, fair, accurate, timely, and understandable. Additionally, the Chief Executive Officer and Senior Financial Officers are required to report to the Audit Committee any material information that affects financial disclosures, significant deficiencies concerning internal controls, fraud, violations of the Company’s Codes of Business Conduct and Ethics, and violations of securities or other laws or rules and regulations applicable to the operation of the business.


Both of these codes can be found on the Corporate Governance page of the Company’s web site at www.americanwoodmark.com.http://investor.shareholder.com/amwd/governance.cfm. Any amendments to, or waivers from any code provisions that apply to the Company’s directors or executive officers, including the Company’s Chief Executive Officer, Chief Financial Officer, Controller, and Treasurer, will be promptly posted on the Corporate Governance page of the Company’s web site. No amendments or waivers were requested or granted during the fiscal year ended April 30, 2010.

2011.


Board Structure


The Company’s Board consists of nine directors, all of whom are subject to annual shareholder elections to one-year terms of service. The Company’s independent directors sit on at least one of the three committees. When former director Mr. Jake Gosa stepped down as Board Chairman in August 2009, committees, which include the Audit Committee, the Compensation Committee and the Governance Committee.

Mr. Guichard becameserves as both the Company’s Chairman as well asand its Chief Executive Officer.

The Board believes that currently there are a number of important advantages for the Company to allowhaving the positions of Chairman and Chief Executive Officer to be 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.

4

Independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience, oversight and expertise from outside the Company and its 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 Managementmanagement 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. During fiscal year 2010,2011, the independent directors met four times to discuss certain Board policies, processes and practices, the performance and compensation of the Company’s Chief Executive Officer, management succession and other matters relating to the Company and the functioning of the Board.


Risk Management Oversight


The Board, both directly and through its committees, has an active role as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information concerning the Company’s operations, liquidity and competitive position and personnel, as well as the risks associated with each. The Company’s Compensation Committee is responsible for overseeing the Company’s management of its risks relating to the Company’s executive and long-term compensation plans.plans and risks related to employee compensation in general. The Audit Committee oversees the Company’s management of its risks pertaining to internal controls, adherence to generally accepted accounting principles and financial reporting. The Nominating and Governance Committee oversees the Company’s management of its risks pertaining to potential conflicts of interest and independence of board members. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks.



5

Director Independence


The Board of Directors of American Woodmark Corporationthe Company is composed of a majority of directors who are independent directors as defined under the NASDAQ Marketplace Rules. The Company’sBoard’s Audit Committee members also meet additional independence requirements pursuant to the NASDAQ Marketplace Rules and SEC rules.


To be independent under the NASDAQ Marketplace Rules, the Board must determine that a director has no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ Marketplace Rules specify certain persons who cannot be considered independent. The Board reviews the independence of all directors at least annually.


Based upon this review, the Board affirmatively determined that seven of its nine directors are independent as defined by the NASDAQ Marketplace Rules. The independent directors are: Mr. Cogan, Ms. Dally, Mr. Davis, Mr. Hendrix, Mr. Hussey, Ms. Moerdyk, and Mr. Tang, each of whom is standing for electionre-election at the Annual Meeting. In addition, all of the members presiding on the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee are independent. The members of the Audit Committee also meet the additional independence requirements applicable to them under the NASDAQ Marketplace Rules and SEC rules.


Communicating Concerns to the Board of Directors


The Audit Committee and the independent non-management directors have established procedures to enable any shareholder or employee who has a concern about the Company’s conduct or policies, or any employee who has a concern about the Company’s accounting, internal accounting controls or auditing matters, to communicate that concern directly to the Board, to the independent directors, or to the Audit Committee. Such communications may be confidential or anonymous. Such communications may be submitted in writing by sending a letter, along with a self-addressed, stamped letterenvelope to:


Audit Committee

c/o Corporate Secretary

American Woodmark Corporation

3102 Shawnee Drive

Winchester, Virginia 22601


The Company’s Corporate Secretary will review all such written correspondence and forward to the Audit Committee a summary of all correspondence received. The Audit Committee will review this information and determine a course of action as appropriate based on the information received.

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The Audit Committee reviews and regularly provides the Board of Directors with a summary of all communications received from shareholders and employees and the actions taken or recommended to be taken if an action requires approval of the full Board as a result of such communications. Directors may, at any time, review a log of all correspondence received by the Company which is addressed to the Board, members of the Board or the Audit Committee and may request copies of any such correspondence.


Board of Directors and Committees


The Company’s Board of Directors presently consists of nine directors. The Board held four meetings during the fiscal year ended April 30, 2010.2011. All of the directors attended at least 75 percent75% of the total number of boardBoard meetings and meetings of all committees of the Board held during periods when they were members of the Board or such committees.committees, with the exception of Mr. Hendrix (Chair of the Compensation Committee), who attended 50% of the Board meetings and 100% of the Compensation Committee meetings.  The Board of Directors believes that attendance at American Woodmark Corporation’sthe Company’s Annual Meeting of Shareholders demonstrates a commitment to the Company, responsibility and accountability to the shareholders, and support of management and employees. Therefore, it is a policy of the Board that all members attend the Annual Meeting of Shareholders. All members of the Board attended last year’s Annual Meeting of Shareholders.

Meeting.


6

The Company’s bylaws specifically provideallow for anthe Board to create one or more committees and to appoint members of the Board to serve on them.  Under such authority, the Board created the Audit Committee, the Compensation Committee, and a Nominating andthe Governance Committee each of which must be composed solely of independent directors. The Board hasand, appointed individuals from among its independent members to serve on these three committees. Each committee operates under a written charter adopted by the Board, as amended from time to time. On an annual basis, each Committeecommittee reviews and reassesses the adequacy of its Committee Charter.committee charter. Committees are scheduled to meet quarterly and may hold special meetings as necessary. These committees report regularly to the Board of Directors with respect to their fulfillment of the responsibilities and duties outlined in their respective charters. These charters can be found on the Corporate Governance page of the Company’s web site at www.americanwoodmark.com.

http://investor.shareholder.com/amwd/governance.cfm.


Audit Committee


The Audit Committee consists of Ms. Moerdyk, who chairs the Committee, Mr. Davis, Mr. Hussey and Mr. Hussey.Cogan. All members have been determined by the Board of Directors to be “independent” as defined under the NASDAQ Marketplace Rules and SEC rules. The Board of Directors has determined that all of the current members of the Audit Committee are “audit committee financial experts” as defined under SEC rules.


Purpose and Duties.The Audit Committee is primarily concerned withprovides oversight for the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independence and qualifications of the Company’s independent registered public accounting firm, the performance of the internal audit function and independent registered public accounting firm, and the adequacy and competency of the Company’s finance and accounting staff.

The Audit Committee’s duties include but are not limited to: (1) selecting and overseeing the performance of the Company’s independent registered public accounting firm, (2) reviewing the scope of the audits to be conducted by them, as well as the results of their audits, (3) overseeing the Company’s financial reporting activities, including the Company’s annual report,financial statements included in the Company’s Annual Report on Form 10-K, and the accounting standards and principles that are followed; (4) approving audit and non-audit services provided to the Company by the Company’s independent registered public accounting firm, (5) reviewing the organization and scope of the Company’s internal audit function and internal controls, (6) reviewing and approving or ratifying transactions with related persons required to be disclosed under SEC rules, and (7) conducting other reviews relating to compliance by employees with Company policies and applicable laws.


The Audit Committee met six times during fiscal year 2010.2011. The Audit Committee is governed by a written charter approved by the Board of Directors, which can be viewed on the Corporate Governance page of the Company’s web site at www.americanwoodmark.com.http://investor.shareholder.com/amwd/governance/cfm. The Report of the Audit Committee is contained on page 31.


Compensation Committee


The Compensation Committee is composed of Mr. Hendrix, who chairs the Committee, Mr. Cogan, Ms. Dally and Mr. Tang. All members have been determined by the Board of Directors to be “independent” as defined under the NASDAQ Marketplace Rules.


Purpose and Duties.The Compensation Committee is primarily concerned with designing and managing competitive compensation programs to facilitate the attraction and retention of talented senior executives and directors. The activities of thisthe Compensation Committee include reviewing, evaluating, and approving senior executive compensation plans and evaluating and recommending director compensation plans for approval by the Board. The Compensation Committee also provides oversight for all of the Company’s employee benefit plans. The Compensation Committee delegates certain aspects of implementation and day-to-day management of compensation administration to officers of the Company.

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The Compensation Committee’s duties include but are not limited to: (1) reviewing, evaluating, and approving corporate goals and objectives relevant to the Chief Executive Officer and other senior executive officer compensation, (2) evaluating the Chief Executive Officer’s and other senior executive officers’ performance in light of those goals and objectives, (3) determining and approving the Chief Executive Officer’s and other senior

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executive officers’ compensation levels based on this evaluation, and (4) evaluation and determination of the compensation of the Company’s senior executives, and (5) oversight ofoverseeing the compensation and benefit plans, policies, and programs of the Company.


The Compensation Committee determines the Chief Executive Officer’s compensation after reviewing his performance with the independent directors of the Board and without members of Managementmanagement or the non-independent directors being present, and shares this information with the full Board. The Compensation Committee determines the compensation of the other senior executives after considering the recommendation from the Chief Executive Officer. The Compensation Committee does not delegate its authority with regard to executive compensation decisions.


The Compensation Committee administers and approves awards granted under the Company’s 1996 and 1999 Stock Option Plans for Employees, the Amended and Restated 2004 Stock Incentive Plan for Employees, and will be responsible for administering and approving awards under the Company’s Shareholder Value2011 Non-Employee Director Equity Ownership Plan, for Employees.

if the plan is approved by shareholders as proposed herein.


The Compensation Committee met three times during fiscal year 2010.2011. The Compensation Committee’s charter can be viewed on the Corporate Governance page of the Company’s web site at www.americanwoodmark.com.http://investor.shareholder.com/amwd/governance.cfm. Additional information on the Company’s philosophy and policies pertaining to executive compensation are addressed in the Compensation Discussion &and Analysis beginning on page 9.  The Report of the Compensation Committee is contained on page 26.

Nominating and


 Governance Committee


The Nominating and Governance Committee is composed of Ms. Dally, who chairs the Committee, Mr. Hussey and Ms. Moerdyk. BothAll members have been determined by the Board of Directors to be “independent” as defined under the NASDAQ Marketplace Rules. The Committee’s charter requires that it be comprised of a minimum of three independent directors. The Company plans on adding a new member to the Committee during its fiscal year 2011.


Purpose and Duties.Duties. The Nominating and Governance Committee is responsible for identifying and recommending to the Board new director nominees for the Board, recommending directors for appointment to committees and chairs, and ensuring that the size, composition, and practices of the Board best serve the Company and its shareholders. From time to time, the Committee may engage an independent firm to assist in identifying potential candidates.


In evaluating candidates for election to the Board, the Nominating and Governance Committee will assess the candidate’s character and professional ethics, judgment, business experience, independence, understanding of the Company’s or other related industries, and other factors deemed pertinent in light of the current needs of the Board. Specific qualities and skills established by the Committee for directors, which are included in the Nominating and Governance Committee Charter,charter, include:

each candidate will be recommended without regard to gender, race, age religion or national origin;


each candidate must be an individual that has consistently demonstrated the highest character and integrity;

•
each candidate will be recommended without regard to gender, race, age, religion or national origin;
•
each candidate must be an individual that has consistently demonstrated the highest character and integrity;
•
each candidate must have demonstrated professional and managerial proficiency, an openness to new and unfamiliar experiences and the ability to work in a team environment;
•
each candidate must be free of any conflicts of interest which would violate applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
•
each candidate should possess substantial and significant experience which would be of particular relevance to the Company and its shareholders in the performance of the duties of a director; and  
 • each candidate must demonstrate commitment to the responsibilities of being a director, including the investment of the time, energy and focus required to carry out the duties of a director.

each candidate must have demonstrated professional and managerial proficiency, an openness to new and unfamiliar experiences and the ability to work in a team environment;

each candidate must be free of any conflicts of interest which would violate applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

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each candidate should possess substantial and significant experience which would be of particular relevance to the Company and its shareholders in the performance of the duties of a director; and

each candidate must demonstrate commitment to the responsibilities of being a director, including the investment of the time, energy and focus required to carry out the duties of a director.

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The Nominating and Governance Committee’s responsibilities also include, but are not limited to: (1) regular assessment ofregularly assessing the effectiveness of the Board; (2) annualannually reviewing the performance reviews of each director; (3) determining whether any director conflicts of interest exist; (4) reviewing any director related party transactions; and (5) periodically reviewing the Company’s corporate governance policies. The Nominating and Governance Committee met fivethree times during fiscal year 2010.2011. The Governance Committee’s charter can be viewed on the Corporate Governance page of the Company’s web site at www.americanwoodmark.com.

http://investor.shareholder.com/amwd/governance.cfm.


Procedures for Shareholder RecommendationsNominations of Director Nominees

Directors


The Nominating and Governance Committee will consider a director candidate recommendednominated by a shareholder of record for the fiscal year 20112012 Annual Meeting if the recommendationnomination is submitted in writing to the Secretary of the Company in accordance with the Company’s bylaws and is received in the Company’s principal executive offices on or before April 28, 2011.2012. The recommendationnomination must include the name and address of the director nominee and a description of the candidate’sdirector nominee’s qualifications for serving as a director and the following information:

the name and address of the shareholder making the recommendation;


a representation that the shareholder is, and will remain, a record holder of the Company’s common stock entitled to vote at the meeting and, if necessary, would appear in person or by proxy at the meeting to nominate the person or persons recommended;

•
the name and address of the shareholder making the nomination;
•
a representation that the shareholder is a record holder of the Company’s common stock entitled to vote at the meeting and, if necessary, would appear in person or by proxy at the meeting to nominate the person or persons specified in the nomination;
•
a description of all arrangements or understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder;
•
such other information regarding the director nominee as would be required to be included in a proxy statement filed under the proxy rules of the SEC, if the director nominee were to be nominated by the Board of Directors;
•
information regarding the director nominee’s  independence as defined by applicable NASDAQ listing standards; and
•the consent of the director nominee to serve as a director of the Company if nominated and elected.

a description of all arrangements or understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder;


information regarding the director candidate that would be required to be included in a proxy statement filed under the proxy rules of the Securities and Exchange Commission, if the candidate were to be nominated by the Board of Directors;

information regarding the director candidate’s independence as defined by applicable NASDAQ listing standards; and

the consent of the director candidate to serve as a director of the Company if nominated and elected.

The Nominating and Governance Committee may subsequently request additional information regarding the candidatedirector nominee or the shareholder making the recommendation. Recommendationsnomination. Nominations by shareholders made in accordance with these procedures will receive due consideration by the Nominating and Governance Committee. However, the Chair of the Governance Committee may refuse to acknowledge the nomination of any person not made in compliance with these procedures.  The Nominating and Governance Committee also considers candidatesdirector nominees recommended by current members of the Board of Directors and members of management. From time to time, the Governance Committee may engage an independent firm to assist in identifying potential candidates.director nominees.  The Committee engaged an independent executive search firm for this purpose during fiscal year 2010. TheGovernance Committee evaluates all candidatesdirector nominees in the same manner regardless of the source of the recommendation.

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EXECUTIVE COMPENSATION


Compensation Discussion and Analysis


The Company’s Compensation Program Goal


The goal of the Company’s compensation program, as administered by the Compensation Committee, is to facilitate the creation of long-term value for its shareholders by attracting, motivating, and retaining qualified senior management. To this end, the Company has designed and administered the Company’s compensation program to appropriately reward its executives for sustained financial and operating performance, to align their interests with those of the Company’s shareholders, and to encourage them to remain with the Company for long and productive

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careers. To achieve alignment with shareholder interests, the Company’s compensation program provides significant, but appropriate, rewards for outstanding performance, as well as clear financial consequences for underperformance. The majority of the Company’s senior executives’ compensation is “at risk” in the form of annual and long-term incentive awards that are paid, if at all, based upon Company and individual performance. While a significant portion of compensation may fluctuate with annual results, the total program is structured to emphasize long-term performance and sustained growth in shareholder value.


Key Considerations in Setting Pay


The following is a summary of the key considerations affecting the determination of compensation by the Compensation Committee for the Company’s named executive officers. The Company’s named executive officers includefor fiscal year 2011 were Mr. Guichard, Chairman and Chief Executive Officer, S. Cary Dunston, Senior Vice President of Manufacturing and Logistics, and Jonathan H. Wolk, Senior Vice President and Chief Financial Officer. Mr. Gosa was the Company’s ChairmanOfficer, and a named executive officer until he stepped down from the Company’s Board in August 2009.

Bradley S. Boyer, Senior Vice President of Remodeling Sales and Marketing.


Performance-based Compensation.  Every employee in the Company has an opportunity to earn an annual bonus, most of which is based upon the Company’s attainment of its net income and free cash flow goals, and other operational performance goals. Free cash flow was added as a Company-wide goal during fiscal year 2010, given the importance of this metric during the difficult economic environment that has adversely impacted the Company’s industry since 2006. The Company defines “free cash flow” as the Company’s net cash provided (used) by operating activities less net cash used in investing activities.  Bonuses are only payable to employees if the Company earns net income or free cash flow in excess of specified threshold levels during its fiscal year. The majority of the targeted total compensation for the Company’s named executive officers is performance-based, to achieve alignment with shareholder interests. The Company strives to establish challenging Company-wide targets that are appropriate given the expected level of performance, as well as current and anticipated market conditions.


Balance of Future Pay Opportunity versus Current Pay Opportunity.  The Compensation Committee strives to provide an optimal balance between current and long-term compensation, and cash versus equity compensation for the Company’s executive officers. Current compensation is paid in cash in the form of a base salary and an annual bonus, primarily as a reward for recent performance, while long-term compensation is primarily equity-based, to encourage the Company’s executive officers to deliver excellent results over a longer period of time and to serve as a retention tool. The Compensation Committee has targeted the mix of performance-based compensation for the Company’s senior executive officers to be an equal amount of current year bonus and long-term compensation.


Providing shareholders with a high level of return on their investment is an important objective of the Company, the Board, and the Compensation Committee. As a result, performance that rewards the Company’s shareholders factors prominently in the Compensation Committee’s decisions about the type and amount of long-term compensation paid to the Company’s executive officers.


Discretionary Nature of Compensation Programs.  The Compensation Committee does not use formulas in determining the amount and mix of compensation to be paid to the Company’s executives. The Compensation Committee believes that using only quantitative performance measures would not create the appropriate balance of incentives to build long-term shareholder value. The Compensation Committee uses a broad range of quantitative and qualitative factors to determine compensation. Quantitative factors are determined annually based upon the Company’s overall goals and objectives. In general, qualitative factors include the executives’ ability to lead the Company’s attainment of its CITE principles of customer satisfaction, integrity, teamwork and excellence. Additional qualitative factors considered by the Compensation Committee include the executives’ contribution to achieving the Company’s overall vision, the evaluation of the executives’ performance against their stated objectives, their experience, skill sets and the breadth, and scope of their responsibilities.

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Significance of Company Results.  The Compensation Committee believes that the named executive officers’ contributions to the Company’s overall performance as part of the Company Leadership Team are more important than their individual performance. Accordingly, all of the annual bonus opportunity for Mr.Messrs. Guichard, Dunston, and formerly for Mr. Gosa,Wolk, and 70 percent50% of the annual bonus opportunity for Messrs. Wolk and DunstonMr. Boyer is dependent upon the Company’s performance in relation to its net income and

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free cash flow goals. The remainder of the annual cash bonus opportunity for Messrs. Wolk and DunstonMr. Boyer is based upon the achievement of their respective organizational sales and individual goals; however no payment is made relating to these individualcost performance goals unless the Company generates net income.goals.

Consideration of Compensation Risk. The Company’s compensation programs are discretionary, balanced and focused on the long-term. Under this structure, the highest amount of compensation can be achieved through consistent superior performance over sustained periods of time. This provides strong incentives to manage the Company for the long term, while avoiding excessive risk in the short term. GoalsThe elements of the Company’s variable compensation program are balanced among current cash payments and objectives reflectequity awards.  The Company uses a balanced mix of quantitative and qualitative performance measures to assess achievement for its performance-based restricted stock unit awards to avoid placing excessive weight on a single performance measure. Likewise, the elements of compensation are balanced among current cash payments and equity awards.  The Company has also adopted stock ownership guidelines under which its named executive officers are expected to hold a significant amount of Company stock on an ongoing basis, which the Compensation Committee believes helps mitigate compensation-related risk by focusing the officers’ attention and efforts on the long-term stock performance of the Company.


Use of Compensation Consultants and Peer Group Data. The Company, at the direction of the Compensation Committee, retains an independent compensation consultant every three to four years to assist the Compensation Committee by collecting compensation data regarding peer group companies, which is used by the Compensation Committee in reviewing and establishing executive compensation guidelines. The Compensation Committee considers this data, among other factors, when it determines the components and amounts of total compensation that are appropriate for the Company’s named executive officers. In its most recent compensation review in 2008, the Company retained Mercer to develop and update the Company’s Competitive Peer Group for use in the evaluation of the Company’s compensation practices, to establish competitive compensation levels, and to assess the Company’s executive compensation program. Mercer performs no other services for the Company other than those described in this section.


The Company’s Competitive Peer Group was selected by Mercer and consists primarily of similar-sized companies in the furniture and building products industries that may compete with the Company for executive talent and which investors may consider as investment alternatives to the Company. For purposes of Mercer’s 2008 analysis, the competitiveCompany’s Competitive Peer Group included: American Biltrite, Inc., Ameron International Corporation, Associated Materials, LLC, Dayton Superior Corporation, Ethan Allen Interiors Inc., Flexsteel Industries, Inc., Hooker Furniture Corporation, Kimball International, Inc., Knoll, Inc., Patrick Industries, Inc., School Specialty, Inc., Select Comfort Corporation, Simpson Manufacturing Co., Inc., and Tempur-Pedic International Inc.


In its 2008 update, Mercer analyzed competitive compensation packages using proxy information from the companies included as part of the Company’s Competitive Peer Group, companies, and also considered data compiled from published surveys of executive compensation for comparably-sized companies within the durable goods manufacturing sector. Mercer’s findings were that both the Company’s targeted annual cash compensation and long-term compensation levels fell within a range between the 50th percentile to the 75th percentile of median market compensation for the companies included as part of the Company’s Competitive Peer Group companies and for comparably-sized companies in comparable industries. These findings were consistent with the Compensation Committee’s compensation objective.

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Elements of Compensation


The compensation program for executive officers for fiscal 2010year 2011 consisted of the following elements:


Elements available to substantially all salaried employees:

base salary;


annual performance-based cash bonus;

•base salary;
•annual performance-based cash bonus;
•annual employee profit sharing; and
•retirement and health and welfare benefits.

annual employee profit sharing; and


retirement and health and welfare benefits.



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Elements available to the Company’s key managers and selected employees:

Long-term

long-term incentive awards (restricted stock units only, or restricted stock units plus stock options).


Elements available only to some named executive officers:

supplementary employee retirement plan; and


other benefits.

•supplementary employee retirement plan; and
•other benefits.


These compensation elements are described below:


Base Salary.Base salary is intended to compensate the Company’s executives for:

the scope of their responsibilities;


the complexity of the tasks associated with their position within the Company;

•the scope of their responsibilities;
•the complexity of the tasks associated with their position within the Company;
•their skill set; and
•their performance.

their skill set; and


their performance.

Base salaries for all executives have been competitively established based on salaries paid for like positions in comparably-sized companies. The companies used for comparison of base salaries may include additional companies from those used in the competitiveCompany’s Competitive Peer Group where other competitive factors or local market conditions warrant. These salaries are obtained by Managementmanagement periodically and reviewed by the Compensation Committee to assure continued competitiveness and are adjusted when necessary. Based upon national surveys available to the Compensation Committee and information provided by Mercer, the Compensation Committee believes executive management, both individually and as a group, have base salaries of approximately the average market rate for comparably-sized companies.


Annual Cash Bonus.  Annual cash bonus incentive awards are provided as an incentive to executives to achieve the Company’s annual financial goals, and reflect the Compensation Committee’s belief that a significant portion of the annual compensation of senior executives and other key employees should be contingent upon the financial performance of the Company. Annual bonus levels are established as a percentage of base salary. Jobs with greater spans of control and impact upon the Company’s results have higher bonus percentages. For fiscal year 2010,2011, Mr. Guichard was eligible for a maximum potential bonus opportunity equal to 150% of his base salary; Messrs. Dunston and Wolk were eligible for maximum potential bonus opportunities equal to 100% of their respective base salaries,salaries; and Mr. GosaBoyer was not eligible for a bonus.maximum potential bonus opportunity equal to 70% of his base salary.

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Most key managers and senior executives have two components to their annual bonus: one component that is tied to the Company’s performance for the fiscal year, and one component that is tied to individual performance. For fiscal year 2010,2011, net income and free cash flow were utilized to measure Company performance for the purpose of measuring the Company performance bonus component for nearly every employee in the Company, due to their ease of understanding as simple, consistent and important indicators of the Company’s annual performance. Because both performance measures were deemed to be of equal importance, each performance measure carried a weighting of 50% in evaluating Company-wide performance for fiscal year 2010.2011. Individual performance is assessed by each employee’s manager based on agreed-upon goals established at the onset of the fiscal year. No portion of an employee’s individual goal bonus is paid unless the Company generates positive net income.


All of the annual cash bonus opportunity for Mr.Messrs. Guichard, representing 150 percent of his base salaryDunston and Wolk was dependent upon the Company’s performance with respect to the net income and free cash flow performance measures.  The annual cash bonus opportunity for Messrs. Wolk and DunstonMr. Boyer represented 100 percent70% of their respectivehis base salaries,salary, of which 70 percent50% was dependent uponon the Company’s performance with respect to its net income and free cash flow performance measures, and 30 percent50% was dependent upon the achievement of their respective organizational sales performance and individualcost management goals.


Company Goals. On an annual basis, the Compensation Committee establishes bonus goals for Company performance based upon a variety of factors including progress achieved towards critical elements of the Company’s

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long term strategy, prior year performance, and the external economic environment. As a result, Company-wide performance targets vary from fiscal year to fiscal year. The annual performance goals for each of the fiscal years listed below represented the expected range of Company net income and free cash flow across the following three levels of performance:

“Threshold” representing the minimum level of achievement in order to qualify for payment;

“Target” representing performance consistent with demanding expectations to qualify for a payout of 60% of the maximum; and

•“Threshold” representing the minimum level of achievement in order to qualify for payment;
•“Target” representing performance consistent with demanding expectations to qualify for a payout of 60% of the maximum; and
•“Superior” representing outstanding performance against demanding expectations to achieve 100% of the maximum.

“Superior” representing outstanding performance against demanding expectations to achieve 100% of the maximum.


Company performance falling between each performance level results in an interpolated percentage payout based upon a predetermined scale. No annual bonuses are paid if the Company’s performance is below the predetermined threshold level for both performance measures.


Company performance targets are set sufficiently high to require excellent performance. In the last nineten years, the Company has achieved superior performance one time, and achieved target performance four times. Annual performance goals for Company performance at the threshold, target and superior performance levels for fiscal year 2010,2011, as well as the actual net income and free cash flow achieved, are presented in the table below (dollar amounts in millions). The actual net income listed below for fiscal year 2010 represents the reported amount of the Company’s net income (loss), excluding restructuring charges net of income tax benefit of $1.8 million. For comparison purposes, annual net income and free cash flow goals at the threshold, target and superior performance levels are presented for fiscal years 2008year 2010 and net income for fiscal year 2009, as well (free cash flow was not a Company performance measure until fiscal year 2010). The actual net income listed below for fiscal yearyears 2009 and 2010 excludes restructuring charges net of income tax benefit of $6.0 million.

   Net Income  Free Cash Flow 

Fiscal

Year

  Net Income Goals    Actual  Free Cash Flow Goals  Actual 
  Threshold  Target  Superior     Threshold  Target  Superior  

2008

  $22.0  $30.0  $36.0    $4.3      

2009

  $0.0  $10.0  $20.0    $2.8      

2010

  $0.0  $10.0  $20.0    $(20.6)  $(20.9)  $(12.0)  $(6.8)  $(10.2) 

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million and $1.8 million, respectively.


  Net Income  Free Cash Flow 
Fiscal Net Income Goals  Actual  Free Cash Flow Goals  Actual 
Year Threshold  Target  Superior     Threshold  Target  Superior    
2009 $0.0  $10.0  $20.0  $2.8             
2010 $0.0  $10.0  $20.0  $(20.6) $(20.9) $(12.0) $(6.8) $(10.2)
2011 $0.0  $10.0  $20.0  $(20.0) $6.0  $12.0  $16.0  $7.7 

Actual performance for fiscal year 20102011 resulted in a combined Company performance percentage based on the weightings of the performance measures and the predetermined bonus scale of approximately 37%6.4%. Accordingly, Mr. Guichard earned an annual bonus pertaining to Company performance during fiscal year 20102011 of approximately 56% (37%9.6% (6.4% of 150%) of his base salary at year-end. Bonuses for Messrs. Dunston and Wolk pertaining to Company performance for fiscal year 2010 represented approximately 26% (37%6.4% (6.4% of 70%100%) of their respective base salaries at year-end.

Individual Goals. Messrs. Dunston and Wolk were eligible  The bonus for Mr. Boyer pertaining to have a portionCompany performance represented approximately 2.2% (6.4% of their35%) of his base salary at year-end.


Organizational Sales Goals.  Half of Mr. Boyer’s annual cash bonus for fiscal year 20102011 was determined based upon the achievement of organizational sales and cost performance goals.  Management develops a budget which is presented to the Board.  The Board reviews and approves the budget.  The organizational sales and cost performance goals that Mr. Boyer is expected to achieve are developed based on the achievementbudget.  Mr. Boyer’s organizational sales goals were related to both attainment of individual performance goals.

Mr. Guichard develops the individual objectives that both executives are expected to achieve, and against which their performance is assessed. These objectives and performance assessments are reviewed and approved by the Compensation Committee each year. When the Company has generated net income, the Compensation Committee makes a determination of the proportion of the 30% individual performance bonus earned by each individual, in its discretion, with the assistance of Mr. Guichard, based on a combination of quantitative and qualitative measurements developed to assess achievement. No particular weighting is given to any one individual performance goal. In assessing each executive’s performance, the Compensation Committee considers the entirety of each executive’s performance.

For fiscal year 2010, Mr. Dunston’s individual goals included objectives relating to operational performance including safety, quality, deliveryremodeling sales levels and cost of sales.


Mr. Boyer achieved his organizational sales and cost performance goals according to the overall effectivenessCompany’s expectations, and therefore earned the portion of the Company’s supply chain.his bonus attributable to these goals at “target”.  The bonus for Mr. Wolk’s individual goals for fiscal year 2010 included objectives relatingBoyer pertaining to operational and business support, managementhis organization sales performance represented approximately 21% (60% of the Company’s cash flow and financial flexibility, controllership and management information systems.

Because there was no net income in fiscal year 2010, Messrs. Dunston and Wolk did not receive any annual bonus payouts with respect to their individual goals.

35%) of his base salary at year-end.


Long-Term Incentive Awards.  The Compensation Committee has established long-term incentive awards for the Company’s executives and key managers with the objective of advancing the longer-term interests of the Company and its shareholders by directly aligning executive compensation with increases in the Company’s stock price. These awards compliment cash incentives tied to annual performance by providing incentives for executives

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to increase shareholder value over time. The Company’s long-term incentive compensation has historically utilizedprogram utilizes two types of awards: stock options and shareholder value units. During fiscal year 2010, the Compensation Committee acted upon a recommendation from Mercer and issued restricted stock units (RSUs) in place of shareholder value units for Messrs. Guichard, Dunston(“RSUs”) and Wolk.stock options.  Both stock options and RSUs are intended to focus the attention of executives on the achievement of the Company’s long-term performance objectives, to align executive management’s interests with those of shareholders, and to facilitate executives’ accumulation of sustained ownership of Company stock.

Consistent with previous years, the Company awarded its long-term incentive awards to its executives following its annual earnings release in June, and all stock options issued included a strike price equal to the closing price of the Company’s stock on the third business day following this earnings release. All long-term incentive awards were approved by the Compensation Committee.


In line with recommendations from Mercer, the Company’s named executive officers are targeted to receive long-term incentive awards valued at approximately 150 percent150% of base salary for Mr. Guichard and 100 percent100% for Messrs. WolkDunston and Dunston.Wolk.  The long-term incentive award for Mr. Gosa did not receive a long-term awardBoyer during fiscal year 2010.2011 was valued at approximately 65% of base salary due to his becoming a named executive officer mid-year.  The Compensation Committee expects to increase Mr. Boyer’s award for fiscal year 2012 to 100% of his base salary. The relative value of stock option awards compared with RSU awards made to the named executive officers was approximately even.


Stock Options.Non-statutory stock options were granted to certain senior executives of the Company (including Messrs. Guichard, Dunston, Wolk and Wolk)Boyer) on the third business day after the Company’s announcement of its annual results in June 2009.2010. All stock options have exercise prices equal to the closing price of the Company’s stock upon the date of grant, have ten-year lives and vest ratably over the initial three years of the grant. Stock options only result in value realized by the Company’s employees to the extent that the price of Company stock on the date of exercise exceeds the strike price, and thus are an effective compensation element only if the stock price grows over the term of the award. The Compensation Committee believes that stock options are a motivational tool for the Company’s senior executives, and also serve as a retention incentive. The Company has never backdated or changed the terms ofrepriced its stock option grants.

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Shareholder Value Units. Prior to fiscal year 2010, the Company granted Shareholder Value Units (SVUs) to its named executive officers and key managers. Each of these units entitled the recipient to receive a cash payment of $500 per unit if the Company’s total shareholder return (TSR) over a three-year performance period equaled the return of the Russell 2000 Index, with higher potential payments if the Company’s TSR exceeded the Russell 2000 Index return and no payments if the Company’s TSR was below the Russell 2000 Index return for the relevant performance period. The maximum potential payment was $3000 per unit, if the Company’s TSR exceeded the Russell 2000 Index return by 20% or more. If the Company’s TSR exceeded the Russell 2000 Index return by less than 20%, then the officer was entitled to a cash payment between $500 and $3,000 per unit, based upon a predetermined scale.

The last SVUs were granted in fiscal year 2009; the Company did not grant any SVUs during fiscal year 2010. The SVUs granted in fiscal year 2009 will vest and be paid at the end of fiscal year 2011 if the Company’s TSR equals or exceeds the Russell 2000 Index return for the 2009 through 2011 performance period, and if the recipients remain employed through the end of the performance period. Of the named executive officers, Messrs. Guichard, Dunston and Wolk were granted 165, 59 and 56 SVUs in fiscal year 2009, respectively.

Because the SVU performance goals were not achieved, no payments were made during fiscal year 2010 to any of the named executive officers under the SVUs granted in 2008.

Restricted Stock Units. During fiscal year 2010, the Compensation Committee decided to change the mix of long-term incentives to include restricted stock units (RSUs). This decision was in line with a recommendation from Mercer.  The RSUs granted during fiscal year 20102011 to Messrs. Guichard, Dunston, Wolk and WolkBoyer include RSUs that vest upon the satisfaction of both service and performance criteria. The performance-based RSUs comprised 75% of the total RSUs awarded, while RSUs vesting upon meeting a three-year service criteriacriterion comprised 25% of the RSUs awarded. Subject to satisfying the associated vesting conditions, each RSU represents the right to receive one share of the Company’s common stock. The Compensation Committee believes this change will provide greater balance and stability to the Company’s long-term incentives for its key managers and named executive officers. Additionally, it will provide a form of long-term compensation that aids retention, encourages long-term value creation and aligns financial interests with the Company’s shareholders, while entailing a lower number of Company shares to be issued to employees than stock options and therefore entailing less dilution.


In order to receive the shares of Company stock corresponding to the RSU award, the award recipients must remain in the Company’s continuous employ on the three-year anniversary date of the RSU grant. Employees who leave the Company’s employ for any reason other than death, disability or retirement completely forfeit their awards. If the executive terminates employment due to his or her death, disability or retirement, a pro-rata portion of the earned RSUs will vest based upon the executive’s service from the grant date to the termination date. If the executive terminates employment for any reason, including death, disability or retirement, prior to the end of the applicable performance period with respect to performance-based RSUs, the performance-based RSUs are forfeited in their entirety. The vesting of the RSU awards is accelerated and the earned RSUs are paid in full if a change in control occurs during the executive’s employment prior to the end of the three-year service period. If the change in control occurs prior to the end of the applicable performance period with respect to performance-based RSUs, all of the performance-based RSUs are treated as earned.


The Company-wide performance criteria upon which the performance-based RSU awards are based are established annually by the Compensation Committee. For the performance-based RSU grants awarded in June 2009,2010, the Compensation Committee determined the Company-wide performance period as the fiscal year in which the grant was awarded. The Compensation Committee determined three groups of Company-wide performance goals for fiscal year 2010,2011, including income statement achievement (40% weighting), balance sheet management (40%

14

(40% weighting) and organizational development (20% weighting).  Specific criteria and the Company’s performance against these criteria were as follows:

14

Income Statement Achievement

           Goals  Actual
Performance		 
(dollar amounts in millions)      Threshold  Target  Maximum  

Net Sales

     $400   $430   $451   $406.5  

Gross Margin

     $37   $55   $64   $48.9  

Operating Expenses

    $78   $83   $87   $83.4a 

Operating Income (Loss)

    $(41)  $(28)  $(23)  $(34.4)a 

Net Income (Loss)

     $(24)  $(18)  $(13)  $(20.6)a 

Balance Sheet and Cash Flow Achievement

       

Operating Cash Flow

    $(10)  $0   $6   $1.3  

Free Cash Flow

     $(21)  $(12)  $(7)  $(10.2) 

Debt to Capital Ratio

     13.4%   12.7%   12.5%   12.7% 

Accounts Receivable Turnover

     15.7    16.4    16.9    16.2  

Inventory Turnover

     12.1    12.4    12.6    13.9  

aActual and goal amounts exclude restructuring charges.

Income Statement Achievement 
(dollar amounts in millions) Goals  Actual 
  Threshold  Target  Maximum  Performance 
Net Sales $388  $423  $447  $452.6 
Gross Margin $36  $49  $59  $52.8 
Operating Expenses $77  $82  $85  $83.7 
Operating Income (Loss) $(40) $(32) $(26) $(30.0)
Net Income (Loss) $(24) $(19) $(16) $(20.0)
                 
Balance Sheet and Cash Flow Achievement             
Operating Cash Flow $7  $19  $24  $13.2 
Free Cash Flow $(4) $8  $11  $7.7 
Debt to Capital Ratio  13.7%  13.3%  12.9%  13.2%
Accounts Receivable Turnover  15.8   16.4   16.6   16.4 
Inventory Turnover  14.0   14.6   15.3   16.5 

The Compensation Committee assessed the Company’s overall achievement of its Income Statement goals to be 16.7%, and its Balance Sheet and Cash Flow goals to be approximately 50%.  In addition to the Income Statement and Balance Sheet and Cash Flow goals, Company-wide performance was also assessed based upon a total of five organizational development goals (weighted 20% in total), including (i) employee turnover, (ii) employee retention, (iii) compliance with training goals, (iv) succession planning, and (v) cultural development.  The Compensation Committee assessed the Company’s achievements of these organizational goals at maximum attainment of 100%.


The Compensation Committee assessed the Company’s achievement against overall performance goals in May 20102011 to be 46.7%60%.  Based upon the Compensation Committee’s performance assessment, if the Company’s named executive officers remain continuously employed by the Company through June 2012,2013, they will vest in and receive 60%70% of their total RSU award, as calculated below:

   Performance
Attainment		     Weighting
Factor		     Weighted
Performance		 

Income Statement Goals

  16.7%  X  40%  =  6.7% 

Balance Sheet and Cash Flow Goals

  50%  X  40%  =  20.0% 

Organizational Goals

  100%  X  20%  =  20.0% 
          

Total Performance

        46.7% 
          

Potential Earned and Vested

Performance-Based RSUs

  46.7%  X  75%  =  35% 

Potential Vested

Service-Based RSUs

  N/A        25% 
          

Total Potential Vested

Portion of 2010 RSU Award

        60% 

  Performance Attainment    Weighting Factor  Weighted Performance
Income Statement Goals  50%  X   40%=  20%
Balance Sheet and Cash Flow Goals  50%  X   40%=  20%
Organizational Goals  100%  X   20%=  20%
Total Performance               60%
                  
Potential Earned and Vested Performance-Based RSUs  60%  X   75%=  45%
Potential Vested Service-Based RSUs  N/A            25%
Total Potential Vested Portion of 2011 RSU Award               70%

During fiscal year 2010,2011, Mr. Guichard was awarded 20,00027,000 RSUs, Mr. Dunston was awarded 10,000 RSUs, Mr. Wolk was awarded 8,000 RSUs and Mr. WolkBoyer was awarded 7,5004,000 RSUs. If each named executive officer remains in the Company’s continuous employ through the three-year anniversary of the RSU grant in June 2012,2013, the number of shares of the Company’s stock that each can expect to receive is as follows: Mr. Guichard, 12,00018,900 shares (20,000(27,000 multiplied by 60%70%); Mr. Dunston, 4,8007,000 shares (10,000 multiplied by 70%); Mr. Wolk, 5,600 shares (8,000 multiplied by 60%70%); and Mr. Wolk, 4,500Boyer 2,800 shares (7,500(4,000 multiplied by 60%70%).


Shareholder Value Units.  Prior to fiscal year 2010, the Company granted Shareholder Value Units (“SVUs”) to its named executive officers and key managers.  Each of these units entitled the recipient to receive a cash payment if the Company's total shareholder return (“TSR”) over a three-year performance period equaled or exceeded the return of the Russell 2000 Index.  The last SVUs, which were granted in fiscal year 2009 and matured

15


at the end of fiscal year 2011, resulted in no payout because the Company's TSR did not equal or exceed the Russell 2000 Index return for the 2009 through 2011 performance period.  No SVUs were granted in fiscal 2010 or 2011, no SVUs are currently outstanding and no further SVUs are expected to be granted in the future.

Pension and Savings Plans


An important retention tool is the Company’s pension and retirement plans. The Company maintains a non-contributory, funded and tax-qualified defined benefit pension plan (the “Salaried Pension Plan”). The Salaried Pension Plan covers substantially all employees, including the named executive officers, who are compensated on the basis of a salary and/or a commission, and who meet certain age and service requirements. Funding is determined on an actuarial basis. Benefits are based on 1.25 percent1.25% of a participant’s average cash compensation, including bonuses, for the five calendar years in the ten calendar years prior to the participant’s retirement that produce the highest average compensation, multiplied by the participant’s years of credited service. The annual earnings taken into account in this formula may not exceed an IRS-prescribed limit applicable to tax-qualified plans. These limits are indexed each year, so the ultimate amount of benefit actually paid will depend on the year of retirement. For calendar year 2010,2011, the maximum annual compensation that may be taken into account is $245,000, and the maximum annual benefit that may be paid in the form of single life annuity is $195,000. The Salaried Pension Plan is a continuation of a pension plan that was in effect for employees of the Company who were employed by the Company when it was owned by Boise Cascade Corporation prior to 1980.


Because the Internal Revenue Code of 1986, as amended (the “Code”), limits the maximum annual benefit that may be accrued under and paid from a tax-qualified plan such as the Company’s Salaried Pension Plan, the Company has established a non-tax qualified, non-contributory defined contribution supplemental pension plan (the “Pension Restoration Plan”, or “PRP”) to provide benefits that would restore the level of Company benefits provided to approximately the levels they would have attained had the Internal Revenue Code limit not been established. TheFor fiscal year 2011, the PRP participants consist of the named executive officers.officers, with the exception of Mr. Boyer. Each participant has an account under the PRP to which the Compensation Committee may, in its discretion, approve Company contributions. The obligation of the Company to make payments under this Planthe PRP  is an unsecured promise and any property of the Company set aside for the payment of benefits remains subject to the claims of creditors in the unlikely event of the Company’s insolvency until such benefits are distributed to the Plan participants under the provisions of the Plan.PRP. The Company’s contributions to the PRP during fiscal year 20102011 for Messrs. Guichard, Dunston and Wolk are described below in the All Other Compensation Table.

table on page 18.

Substantially all employees, including the named executive officers, also participate in the Company’s profit-sharing plan, whereby 3 percent3% of the Company’s net income is contributed and divided equally among employee 401(k) accounts. In addition, all employees may contribute up to 50 percent50% of their pay to 401(k) accounts on a pre-tax basis. The Company’s Investment Savings Stock Ownership Plan provides matching contributions in Company stock of 50 percent50% up to the first 4 percent4% of pay. This is a qualified plan by the IRS and is subject to IRS compensation and other limitations. Company contributions to these plans to the named executive officers for fiscal year 20102011 are included in the All Other Compensation column in the Summary Compensation Table.


Other Benefits

Messrs. Guichard, Dunston, Wolk and WolkBoyer are eligible to purchase the Company’s products at a discounted price.


The Company places a priority on enabling its employees to take advantage of preventive health care. To this end, the Company provides subsidized medical benefits to substantially all of its employees, as well as the ability to take advantage of annual physical exams at low or no cost. Messrs. Guichard, Dunston, Wolk and WolkBoyer are eligible to receive more extensive annual medical exams from a nationally recognized medical clinic at no cost to them.


Severance and Change in Control Agreements


The Company has a long standing practice of entering into severance and change in control agreements with its named executive officers. The Company believes these agreements are necessary in order to ensure the

16

continuity of management and to allow executive officers to focus on serving the Company in a change in control situation without the distraction of concern for their employment. TheThese agreements generally provide for severance benefits in the event of involuntary termination of employment without cause or termination by the executive for good reason within a certain period following a change of control. No payments are made if employment is terminated due to death, disability or cause. TheThese agreements call for all unvested stock options to become fully vested upon a change in control.


In developing the parameters for these agreements, the Compensation Committee utilized an independent compensation consultant and an analysis of peer companies. The Compensation Committee established these agreements with a goal of providing terms that are representative of the competitive market for like positions. Mr. Guichard’s employment agreement includes a longer severance period and a greater bonus payment percentage due to the greater span of control, accountability and ability to impact the Company’s performance inherent in Mr. Guichard’s role as Chief Executive Officer.

16


Further information regarding the terms and conditions of these agreements are found beginning on page 23,22, under the heading “Employment Agreements and Post-Employment Compensation Agreements”.


Stock Ownership Guidelines


The Company has adopted guidelines for share ownership by its named executive officers. The Company expects that its named executive officers will retain Company shares after either exercising stock options or receiving shares from RSU award grants, so that a minimum ownership of Company stock is achieved. For Mr. Guichard, the stock ownership guideline is equivalent to two times his base salary, and for Messrs. Dunston, Wolk and Wolk,Boyer, the stock ownership guideline is equivalent to their respective base salaries.


Deductible Compensation of Executive Officers


The Company is subject to Section 162(m) of the Internal Revenue Code, which imposes a $1.0 million limit on the amount of compensation that may be deducted by the Company for a taxable year with respect to the Chief Executive Officer and the next three most highly compensated officers of the Company (excluding the CFO). Performance-based compensation that meets certain requirements is not subject to the deduction limit.


The Compensation Committee believes it is important, to the extent applicable, to try to structure compensation for its named executive officers to qualify for the performance-based compensation exemption and will continue to monitor the impact of the Section 162(m) limit on the Company and to assess alternatives for avoiding the loss of material tax deductions in future years.

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Summary Compensation Table


The following table sets forth for fiscal years 2011, 2010, 2009, and 20082009 the compensation for the Company’s Chief Executive Officer, Chief Financial Officer and the Company’s two other named executive officers, (each a “named executive officer” and collectively, the “named executive officers”). Mr. Gosa served as the Company’s ChairmanBoyer became a named executive officer of the Board until August 27, 2009.Company in fiscal 2011.  The Company did not have any other named executive officers during fiscal year 2010.

Name & Principal Position

  Fiscal
Year		  Salary  Bonus  Stock
Awards
1		  Option
Awards
2		  Non-equity
Incentive Plan
Compensation
3		  Change in
Pension
Value
4		  All Other
Compensation
5		  Total

James J. Gosa

  2010   $181,154  $0  $0  $0  $0  $134,149   $1,038  $316,341

Former Chairman of the

  2009    432,885   0   0   0   64,165   46,688    47,649   591,387

Board

  2008    541,539   0   0   0   0   14,109    82,020   637,668
                                   

Kent B. Guichard

  2010  6   599,038   0   265,200   963,222   353,365   88,838    54,905   2,324,568

Chairman, President and

  2009    550,000   0   0   836,530   258,225   18,100    56,166   1,719,021

Chief Executive Officer

  2008    505,385   0   0   499,890   0   (3,628)   35,358   1,037,005
                                   

S. Cary Dunston

  2010    327,971   0   106,080   321,074   88,890   17,404    28,264   889,683

Senior Vice President

  2009    307,718   0   0   291,518   98,547��  5,676    25,730   729,189

Manufacturing and Logistics

  2008    288,327   0   0   268,233   22,069   8,904    47,995   635,528
                                   

Jonathan H. Wolk

  2010    291,225   0   99,450   321,074   77,466   28,549    23,865   841,629

Vice President and

  2009    283,555   0   0   278,843   89,657   7,594    22,971   682,620

Financial Officer

  2008    275,608   0   0   268,233   20,858   4,447    23,121   592,267
                                   

2011.
 
 
Name & Principal Position
 
 
 
Fiscal Year
  
 
 
 
Salary
  
 
 
 
Bonus
  
 
Stock Awards
1
  
 
Option Awards 
2
  
 
Non-equity Incentive Plan Compensation
3
  
Change in Pension Value
 4
  
 
All Other Compensation
5
  
 
 
 
Total
 
Kent B. Guichard 2011  $625,000  $0  $374,409  $532,320  $60,000  $55,143  $71,990  $1,718,862 
Chairman, President and 20106  599,038   0   265.200   963,222   353,365   88,838   54,905   2,324,568 
Chief Executive Officer 20096  550,000   0   0   836,530   258,225   18,100   56,166   1,719,021 
S. Cary Dunston 2011   336,900   0   138,670   177,440   21,562   15,341   31,104   721,017 
Senior Vice President 2010   327,971   0   106.080   321,074   88,890   17,404   28,264   889,683 
Manufacturing and Logistics 2009   307,718   0   0   291,518   98,547   5,676   25,730   729,189 
Jonathan H. Wolk 2011   293,604   0   110,936   177,440   18,791   22,675   24,152   647,598 
Senior Vice President and 2010   291,225   0   99.450   321,074   77,466   28,549   23,865   841,629 
Chief Financial Officer 2009   283,555   0   0   278,843   89,657   7,594   22,971   682,620 
Bradley S. Boyer 2011   241,175   0   55,468   44,360   57,550   45,535   9,739   453,827 
Senior Vice President                                   
Remodeling Sales & Marketing                                   
17
1
This column represents the dollar amounts for the grant date fair value of the RSUs granted during fiscal year 2010, multiplied by the probability of meeting the performance and service criteria associated with these grants,restricted stock unit awards calculated in accordance with FASB ASC Topic 718.  Seventy-five percentFor a discussion of the RSUs awarded to each named executive officer were subject to both service- and performance-based vesting conditions and 25%terms of the RSUs were subjectrestricted stock units granted in fiscal year 2011, see Restricted Stock Units on page 14.  Of the amounts reported in this column, $240,692 for Mr. Guichard, $89,145 for Mr. Dunston, $71,316 for Mr. Wolk, and $35,658 for Mr. Boyer are attributable to service-based vesting conditions alone.performance-based RSU awards.  These values reflectawards are reported based on the amount that the Company expects to record as an expense in its financial statements over the award’s vesting schedule, but do not necessarily correspond to the actual value that will be realized by the named executives. Had allprobable outcome of the performance conditions associated with these RSU grants been met, the valuesconditions.  The value of these grants would haveawards at the grant date, assuming the highest level of performance had been $442,000achieved, was: $401,153 for Mr. Guichard, $176,800Guichard; $148,575 for Mr. Dunston, and $165,750Dunston; $118,860 for Mr. Wolk. The amounts includedWolk; and $59,430 for Mr. Boyer.  For information on the valuation assumptions with respect to these restricted stock unit grants, refer to Note G – Stock-Based Compensation in the table reflectNotes to the Compensation Committee’s performance determination of a 46.7% payoutConsolidated Financial Statements in the Company’s Annual Report on these awards. SeeForm 10-K for the fiscal year 2010 Grants of Plan-Based Awards on page 19 for information on grants awarded in fiscal year 2010.ended April 30, 2011.
2
This column represents the dollar amounts of the aggregate grant date fair value of stock options calculated in accordance with FASB ASC Topic 718.  For a discussion of the terms of the stock options granted to each named executive officer in fiscal years 2010, 2009 and 2008.year 2011, see Stock Options on page 14.  These values reflect the Company’s accounting expense and do not necessarily correspond to the actual value that will be realized by the named executives.  For information on the valuation assumptions with respect to these stock option grants, refer to Note G – Stock-Based Compensation in the Company’sNotes to the Consolidated Financial statements filed withStatements in the Company’s Annual Report in theon Form 10-K for the year ended April 30, 2010.2011.
3
Amounts in this column reflect the annual cash incentive compensation paid to the Company’s named executive officers for fiscal years 2011, 2010 2009, and 2008. These amounts were paid on June 11, 2010, June 12, 2009 and June 13, 2008, respectively. The amounts listed consist solely of performance-based bonuses paid to each named executive officer. Each named executive officer was also eligible to receive additional cash payments pursuant to his previously awarded Shareholder Value Units; however because the Company’s stock performance did not exceed the comparable performance benchmark, no such cash payments were made on the Shareholder Value Units during fiscal years 2010, 2009, or 2008.2009.
4
This column represents the sum of the change in the present value of accumulated benefits under the Salaried Pension Plan from fiscal year 2011 (from May 1, 2010 to April 30, 2011), fiscal year 2010 (from May 1, 2009 to April 30, 2010), and fiscal year 2009 (from May 1, 2008 to April 30, 2009), and fiscal year 2008 (from May 1, 2007 to April 30, 2008).  See the Pension Plan Benefits table on page 2221 for additional information.  The Company does not provide any above-market or preferential earnings on nonqualified deferred compensation under the Pension Restoration Plan.
5
See the All Other Compensation table below for additional detail.information.
6Mr. Guichard’s base salary was increased from $550,000 during fiscal year 2009 to $625,000 during fiscal year 2010, commensurate with Mr. Guichard’s promotion to Chairman and Chief Executive Officer.

18


All Other Compensation Table


The following table describes each component of the amounts listed for 2010fiscal year 2011 in the All Other Compensation column in the Summary Compensation Table.

   Company
Contributions to
Investment
Savings Stock
Ownership Plan
1		  Company
Contribution  to
PRP
2		  Other
3		  Total

James J. Gosa

  $0  $0  $1,038  $1,038

Kent B. Guichard

   4,823   48,750   1,332   54,905

S. Cary Dunston

   4,760   23,100   404   28,264

Jonathan H. Wolk

   4,713   18,700   452   23,865

  
Company Contributions to Investment Savings Stock Ownership Plan
1
  
Company Contributions to PRP
2
  
Value of Discount on Cabinet Purchases
3
  
Other
4
  Total 
Kent B. Guichard $4,900  $50,650  $11,937  $4,503  $71,990 
S. Cary Dunston  4,900   21,900   0   4,304   31,104 
Jonathan H. Wolk  4,900   16,200   0   3,052   24,152 
Bradley S. Boyer  5,008   0   0   4,731   9,739 

1
These amounts represent matching 401(k) and profit-sharing contributions made to the named executive officers’ respective Investment Savings Stock Ownership Plan accounts.
2TheseThe amounts reflect the value of Company contributions made to the PRP accounts for the listed named executives.executive officers.
18
3
This amount reflects the discount Mr. Guichard received on the purchase of Company products for his personal residence.
4These amounts reflect payments of insurance premiums paid for supplemental and spousal life insurance, auto allowance and costs associated with medical exams from a nationally recognized medical clinic.  For Mr. Guichard, $1,097 represents insurance premiums paid for supplemental and spousal life insurance and $3,406 represents costs associated with medical exams.


Grants of Plan-Based Awards in Fiscal 2010Year 2011


The following table provides information about all equity and non-equity awards granted to the named executive officers in fiscal 2010 with the exception of Mr. Gosa, who did not receive such awards in fiscal year 2010:2011: (1) the grant date, (2) the potential payout under the Annual Cash Bonus Incentive Plan, (3) the potential number of  performance-based Restricted Stock UnitsRSUs granted in fiscal 2010,year 2011, (4) the number of service-based Restricted Stock UnitsRSUs granted in fiscal year 2010,2011, (5) the number of shares underlying stock options awarded, (6) the exercise price of the stock option awards, which reflects the closing price of the Company’s stock on the date of grant, and (7) the grant date fair value of each equity award computed according to FASB ASC Topic 718.

   Grant
Date		  Estimated Possible Payout
Under Non-Equity
Incentive Plan Awards
1		  Estimated Possible Payouts
Under Performance-Based
Restricted Stock Units
2		  All
Other
Awards:
Number
Of
Restricted
Stock
Units
3		  Stock
Option
Awards:
No. of
Securities
Underlying
Options
4		  Price
of
Option
Award
5		  Grant
Date Fair
Value of
Restricted
Stock
Unit and
Option
Awards
6
     Threshold   Target   Maximum   Threshold   Target   Maximum  Maximum      

Kent B.

  n/a  $0  $562,000  $937,000              

Guichard

  06/16/09        $0  $9,000  $15,000  5,000      $265,200
  06/10/09                60,000  $24.73   963,222

S. Cary

  n/a   0   202,140   336,900              

Dunston

  06/16/09         0   3,600   6,000  2,000       106,080
  06/10/09                20,000  $24.73   321,074

Jonathan

  n/a   0   176,160   293,600              

H. Wolk

  06/16/09         0   3,375   5,625  1,875       99,450
  06/10/09                20,000  $24.73   321,074


  Grant Date  
Estimated Possible Payout Under Non-Equity Incentive Plan Awards
1
  
Estimated Possible Payouts Under Performance-Based Restricted Stock Units
2
  
All Other Awards: Number of Restricted Stock Units
3
  
Stock Option Awards: No. of Securities Underlying Options
4
  
Price of Option Award
5
  
Grant Date Fair Value of Restricted Stock Unit and Option Awards
6
 
     Threshold  Target  Maximum  Threshold  Target  Maximum             
Kent B. n/a  $0  $562,500  $937,500                      
Guichard 06/09/10               0   12,150   20,250   6,750        $374,409 
  06/09/10                               60,000  $20.87   532,320 
                                            
S. Cary n/a   0   202,140   336,900                             
Dunston 06/09/10               0   4,500   7,500   2,500           138,670 
  06/09/10                               20,000  $20.87   177,440 
                                            
Jonathan H. n/a   0   176,162   293,600                             
Wolk 06/09/10               0   3,600   6,000   2,000           110,936 
  06/09/10                               20,000  $20.87   177,440 
                                            
Bradley S. n/a   0   105,000   175,000                             
Boyer 06/09/10               0   1,800   3,000   1,000           55,468 
  06/09/10                               5,000  $20.87   44,360 

1

The amounts displayed in these columns reflect the target, threshold, and maximum payouts under the fiscal year 20102011 Annual Cash Bonus program described in the Compensation Discussion and Analysis based upon annual salary rates as of the last day of fiscal year 2010.2011.  The amounts actually paid under this program for fiscal year 20102011 are reflected in the Summary Compensation Table.  For Mr.Messrs. Guichard, Dunston and Wolk, attainment of Company-wide goals for net income and free cash flow was the only determinant of the amount of bonus paid.

19

Mr. Guichard’s potential bonus payment ranged from 0% to 150% of his ending fiscal year 20102011 annual base salary, of $625,000, with a target of 90%. For Messrs. Dunston and Wolk, attainment of Company-wide goals for net income and free cash flow determined 70% of the amounts potentially payable to these named executive officers, with the remaining 30% of their potential bonus payments determined by achievement of their respective individual goals; however because the Company did not achieve positive net income in fiscal year 2010, no payout was made pursuant to these individual goals.  Messrs. Dunston and Wolk had potential bonus payments of 0% to 100% of their respective base salaries, with a target of 60%.  For Mr. Boyer, attainment of Company-wide goals for net income and free cash flow determined 50% of the amount potentially payable, with the remaining 50% of his potential bonus payment determined by achievement of Company sales performance goals.  Mr. Boyer had potential payments of 0% to 70% of his respective base salary, with a target of 42%.  The Company’s specific net income and free cash flow goals and the individualCompany’s sales performance goals for Messrs. Dunston and Wolk for fiscal year 20102011 are described in the Compensation Discussion and Analysis on page 11,12, under the heading Annual Cash Bonus.

2These columns reflect the target, threshold and maximum potential number of performance-based RSUs pertaining to the awardawards that each named executive officer received during fiscal year 2010.2011.  Based upon Company performance, the actual numbers of performance-based RSUs earned were: 7,000that the named executive officers may earn if they remain continuously employed through 2013 are:  12,150 for Mr.Guichard, 2,800Mr. Guichard, 4,500 for Mr. Dunston, and 2,6253,600 for Mr. Wolk.Wolk and 1,840 for Mr. Boyer.  If the executive terminates employment prior to the vesting date due to retirement, death or disability, the executive receives a pro rata portion of the award
19
based upon the executive’s service from the grant date to the date of termination.  The potential payouts are performance-driven and, therefore, completely at risk.  The Plan measurements for determining the number of earned RSUs are described in the Compensation Discussion and Analysis on page 15.
3
This column reflects the number of RSUs granted to each named executive during fiscal year 2011 that were subject to service-based vesting conditions alone.  These RSUs are payable in June 20122013 if the named executive remains continuously employed through that date.  If the executive terminates employment prior to the vesting date due to retirement, death or disability, the executive receives a pro rata portion of the award based upon the executive’s service from the grant date to the date of termination. The potential payouts are performance-driven and, therefore, completely at risk. The Plan measurements for determining the number of earned RSUs are described in the Compensation Discussion & Analysis on page 15.
34This column reflects the number of RSUs granted to each named executive during fiscal year 2010 that were subject to service-based vesting conditions alone. These RSUs are payable in June 2012 if the named executive remains continuously employed by the Company through that date. If the executive terminates employment prior to the vesting date due to retirement, death or disability, the executive receives a prorated portion of the award based upon the executive’s total service from the grant date through the date of termination.
4
This column reflects the number of stock options granted in fiscal year 20102011 to the named executive officers.  These options vest ratably over three years.  The stock option awards granted to Messrs. Guichard, Dunston, Wolk and DunstonBoyer were approved by the Compensation Committee on May 27, 2009,19, 2010, for issuance on June 9, 2009.2010.
5
This column reflects the exercise price for the stock options granted, which was the closing price of the Company stock on the date of grant.
6This column reflects the full grant value of the restricted stock unitsRSUs and stock options granted in fiscal year 20102011 computed in accordance with FASB ASC Topic 718.  The grant date fair value of the RSUs is calculated based upon the probable outcome of the performance conditions as of the date of grant.


Outstanding Equity Awards at 20102011 Fiscal Year-End


The following table provides information on the current holdings of stock option and restricted stock unit awards to the named executive officers. This table includes all unexercised and unvested option awards and all unvested restricted stock units.RSUs. Each equity grant is shown separately for each named executive officer. The vesting scheduleAll unvested awards shown in the table below are scheduled to vest on the third anniversary of the applicable grant date for each grant is three years.award. For additional information about the stock option and restricted stock unitRSU awards, see the description of long-term incentive awards in the Compensation Discussion and Analysis on page 13.

NameGrant Date  Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Stock Option Exercise Price Stock Option Expiration Date Number of Restricted Stock Units that have Not Yet Vested Market Value of Restricted Stock Units that have Not Yet Vested 
Kent B.06/09/10           18,900 $383,859 
Guichard06/09/10   0  60,000  20.87 06/09/20       
 06/16/09              12,000 $243,720 
 06/10/09   20,000  40,000  24.73 06/10/19       
 06/09/08   44,000  22,000  23.96 06/09/18       
 06/08/07   41,000  0  34.11 06/08/17       
 06/12/06   36,000  0  32.76 06/12/16       
 06/10/05   30,000  0  28.97 06/10/15       
 06/15/04   45,000  0  26.85 06/15/14       
 06/13/03   20,000  0  24.21 06/13/13       
 05/30/02   20,000  0  31.90 05/30/12       
                     
S. Cary06/09/10              7,000 $142,170 
Dunston06/09/10   0  20,000  20.87 06/09/20       
 06/16/09              4,800 $97,488 
 06/10/09   6,666  13,334  24.73 06/10/19       
 06/09/08   15,333  7,667  23.96 06/09/18       
 06/08/07   22,000  0  34.11 06/08/17       
 10/16/061  24,000  0  34.36 10/16/16       
20

Name

  Grant
Date		  Number of
Securities
Underlying
Unexercised
Options
Exercisable		  Number
of
Securities
Underlying
Unexercised
Options
Unexercisable		  Stock
Option
Exercise
Price		  Stock
Option
Expiration
Date		  Number
of
Restricted
Stock
Units
that have
Not Yet
Vested		  Market
Value
of
Restricted
Stock
Units
that have
Not Yet
Vested
James J. Gosa  07/06/06 1  40,945  0  $34.48  08/24/10    
  07/06/06 1  17,753  0   34.48  05/16/11    
  07/06/06 1  18,839  0   34.48  05/24/10    
  06/10/05   45,000  0   28.97  06/10/15    
  08/20/04   120,000  0   30.63  08/20/14    
  06/15/04   80,000  0   26.85  06/15/14    
  06/13/03   80,000  0   24.21  06/13/13    
  05/30/02   80,000  0   31.90  05/30/12    
Kent B. Guichard  06/16/09           12,000  $277,320
  06/10/09   0  60,000   24.73  06/10/19    
  06/09/08   22,000  44,000   23.96  06/09/18    
  06/08/07   27,333  13,667   34.11  06/08/17    
  06/12/06   36,000  0   32.76  06/12/16    
  06/10/05   30,000  0   28.97  06/10/15    
  06/15/04   45,000  0   26.85  06/15/14    
  06/13/03   20,000  0   24.21  06/13/13    
  05/30/02   20,000  0   31.90  05/30/12    
S. Cary Dunston  06/16/09           4,800  $110,928
  06/10/09   0  20,000   24.73  06/10/19    
  06/09/08   7,667  15,333   23.96  06/09/18    
  06/08/07   14,667  7,333   34.11  06/08/17    
  10/16/06 2  24,000  0   34.36  10/16/16    
Jonathan H. Wolk  06/16/09           4,500  $103,995
  06/10/09   0  20,000   24.73  06/10/19    
  06/09/08   7,333  14,667   23.96  06/09/18    
  06/08/07   14,667  7,333   34.11  06/08/17    
  06/12/06   21,000  0   32.76  06/12/16    
  06/10/05   20,000  0   28.97  06/10/15    
  12/13/04 2  20,000  0   42.17  12/13/14    

NameGrant Date  Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Stock Option Exercise Price Stock Option Expiration Date Number of Restricted Stock Units that have Not Yet Vested Market Value of Restricted Stock Units that have Not Yet Vested 
Jonathan H.06/09/10              5,600 $113,736 
Wolk06/09/10   0  20,000  20.87 06/09/20       
 06/16/09              4,500 $91,395 
 06/10/09   6,666  13,334  24.73 06/10/19       
 06/09/08   14,666  7,334  23.96 06/09/18       
 06/08/07   22,000  0  34.11 06/08/17       
 06/12/06   21,000  0  32.76 06/12/16       
 06/10/05   20,000  0  28.97 06/10/15       
 12/13/041  20,000  0  42.17 12/13/14       
                     
Bradley S.06/09/10              2,800 $56,868 
Boyer06/09/10   0  5,000  20.87 06/09/19       
 06/16/09              2,400 $48,744 
 06/10/09   1,666  3,334  24.73 06/10/19       
 06/09/08   6,666  3,334  23.96 06/09/18       
 06/08/07   10,000  0  34.11 06/08/17       
 06/12/06   10,000  0  32.76 06/12/16       
 06/10/05   4,000  0  28.97 06/10/15       
 06/15/04   2,000  0  26.85 06/15/14       
1These stock option grants are reload grants issued to Mr. Gosa pursuant to the Company’s stock option plans. The reload stock options were automatically issued to Mr. Gosa when he used existing shares that he already owned as payment for subsequent stock option exercises.
2These stock option grants were issued to Messrs. WolkDunston and DunstonWolk upon their respective initial dates of employment with the Company.

21


Option Exercises and StockRSUs Vested in Fiscal 2010

The following table provides information regardingYear 2011


No stock option exercises byoptions were exercised and no RSUs became vested for any of the named executive officers during fiscal 2010, including the number of shares acquired upon exercise and the value realized.

   Number of Shares
Acquired Upon Exercise		  Value Realized
Upon Exercise

James J. Gosa

  74,000  $287,731

Kent B. Guichard

  0   0

S. Cary Dunston

  0   0

Jonathan H. Wolk

  0   0

Mr. Gosa exercised 50,000 stock options in May 2009. Mr. Gosa used 47,949 shares of Company stock that he previously owned to pay for the option exercise price and the applicable income tax withholding on this transaction. Mr. Gosa performed a cashless exercise of 24,000 stock options in April 2010, in which he received the net difference between the market price of the Company’s stock and the exercise price of the stock options.

year 2011.


Pension Plan Benefits


The following table reports the present value of the accumulated plan benefit at April 30, 2010,2011, for the named executive officers under the Salaried Pension Plan based upon the assumptions described below in Note 1. No pension benefit payments were made to any of the named executive officers during fiscal year 2010.2011. See “Pension and Savings Plans” on page 16 for a discussion of pension and savings plan benefits.

   

Pension Plan Name

  Number of
Years Credited
Service		  Present Value of
Accumulated Benefit
1

James J. Gosa

  Salaried Pension Plan  19.0  $361,478

Kent B. Guichard

  Salaried Pension Plan  16.7   167,513

S. Cary Dunston

  Salaried Pension Plan  3.5   14,580

Jonathan H. Wolk

  Salaried Pension Plan  5.4   31,835


 Pension Plan Name Number of Years Credited Service  
Present Value of Accumulated Benefit
1
 
Kent B. GuichardSalaried Pension Plan  17.7  $311,494 
S. Cary DunstonSalaried Pension Plan  4.5   47,325 
Jonathan H. WolkSalaried Pension Plan  6.4   83,059 
Bradley S. BoyerSalaried Pension Plan  15.8   243,291 

1The accumulated benefit is based on service and earnings (base salary and bonus, as described above) considered by the Salaried Pension Plan for the period through April 30, 2010.2011.  The present value of accumulated benefit has been calculated assuming the named executive officers begin receiving their benefits at age 65.  As described in Note H – Employee Benefit and Retirement Plans in the Notes to the Consolidated Financial Statements of the Company’s 2010 Annual Report in theon Form 10-K for the year ended April 30, 2010,2011, the interest assumption is 5.91%5.66%.  The post-retirement mortality assumption is based on the RP-2000 Combined Healthy Mortality Table.


21
Nonqualified Deferred Compensation


The amounts reported in the table below represent the change in value in the accounts of the named executive officers under the Company’s non-tax qualified, non-contributory defined contribution supplemental pension restoration planPension Restoration Plan (PRP) from May 1, 2009,2010 through April 30, 2010,2011, as well as their aggregate balances as of April 30, 2010.

   Nonqualified Deferred Compensation
   Company
Contributions  In
FY 2010
1		  Aggregate
Earnings  in
FY 2010
2		  Withdrawals/
Distribution  in
FY 2010		  Aggregate
Balance at
April 30, 2010

James J. Gosa

  $0  $282,728  $0  $788,810

Kent B. Guichard

   48,750   110,981   0   344,383

S. Cary Dunston

   23,100   18,726   0   65,937

Jonathan H. Wolk

   18,700   24,742   0   76,423

2011.

  Nonqualified Deferred Compensation 
  
Company Contributions in FY 2011
1
  
Aggregate Earnings in FY 2011
2
  
Withdrawals/ Distribution in
FY 2011
  Aggregate Balance at April 30, 2011 
Kent B. Guichard $50,650  $80,162  $0  $475,195 
S. Cary Dunston  21,900   14,869   0   102,706 
Jonathan H. Wolk  16,200   15,534   0   108,157 

1
Amounts listed in the Company contributions column were reported as compensation in fiscal year 20102011 in the “All Other Compensation” column of the Summary Compensation Table.  No contributions were made to the PRP by the named executive officers.
2Earnings were credited to the accounts of the named executive officers based upon their respective investment choices.  These earnings were not included in the Summary Compensation Table.

22


Employment Agreements and Post-Employment Compensation Arrangements


The Company has entered into employment agreements with each of its named executive officersMessrs. Guichard, Dunston and Wolk as described below.


Mr. Guichard has an employment agreement with the Company to fulfill the duties of Chief Executive Officer, Mr. Dunston has an employment agreement with the Company to fulfill the duties of Senior Vice President of Manufacturing and Logistics, and Mr. Wolk has an employment agreement with the Company to fulfill the duties of Chief Financial Officer. The respective agreements specify the base salary for Mr. Guichard of at least $550,000 per year, for Mr. Dunston a base salary of at least $294,250 per year, and for Mr. Wolk a base salary of at least $278,100 per year, each subject to annual upward adjustments as the Company shall deem appropriate from time to time and as approved within general practice and authority levels required by the Company’sBoard’s Compensation Committee.


Further, the fourthree executives are entitled to participate in the Company’s annual incentive program with a bonus opportunity of between 0 percent0% and 150 percent150% of Mr. Guichard’s then current base salary, and between 0 percent0% to 100 percent100% of Mr.Messrs. Dunston’s and Mr. Wolk’s then current base salaries. In each case, the actual amount of the bonus paid will be related to achievement of certain performance objectives set by the Compensation Committee at the beginning of each fiscal year. The agreements for Mr.Messrs. Guichard, Mr. Dunston and Mr. Wolk are for one-year terms that end on December 31 of each year and provide for an automatic one-year extension, unless either party to the agreement gives notice on or before November 1 of the preceding year.


Under these agreements, each executive is entitled to severance pay should his employment be terminated by the Company without cause. Mr. Guichard would be entitled to severance pay for a period of 24 months, and Messrs. Dunston and Wolk are each entitled to severance pay for a period of 12 months. The length of Mr. Guichard’s severance pay period is longer than that of Messrs. Dunston and Wolk, due to the greater span of control, accountability and ability to impact the Company’s performance inherent in Mr. Guichard’s role as Chief Executive Officer. In addition, Mr. Guichard would be entitled to a bonus payment of 90 percent90% of his base salary. The executives would also be entitled to receive subsidized COBRA coverage, and a tax gross-up with respect to such coverage, from the Company following their termination of employment, for a period of up to 18 months for Mr. Guichard and up to 12 months for Messrs. Dunston and Wolk. The employment agreements define “cause” as neglect of duty that is not corrected after 90 days’ written notice, misconduct, malfeasance, fraud or dishonesty which materially and adversely impacts the Company or its reputation, or conviction or entering a plea of nolo contendere to a felony or

22

crime involving moral turpitude. Severance payments would be made in accordance with the Company’s usual payroll practices for salaried personnel, subject to the “six-month delay” timing requirements of Internal Revenue Code Section 409A.409A of the Code. Under the terms of these agreements, each executive has agreed to not compete with the Company both while they are employed and during the time they receive severance pay, and not to solicit its employees for a period of 12 months after the expiration of the agreements for Messrs. Guichard, Dunston and Wolk.


The employment agreements for Messrs. Guichard, Dunston and Wolk provide certain benefits upon a change in control of the Company. The employment agreements define “change in control” as an acquisition by a third party of 30 percent30% or more of the outstanding Company stock; a change in the Company’s Board of Directors, such that the current members and their approved successors cease to be a majority; a merger or other business combination following which the Company’s pre-transaction shareholders cease to hold more than 50 percent50% of the Company’s stock; or complete liquidation or dissolution of the Company or the sale or other disposition of substantially all of its assets. The Company cannot terminate these agreements for 24 months after a change in control. Upon a change in control of the Company, Mr. Guichard can terminate his employment for any reason at any time during the two-year period following the change ofin control. If Mr. Guichard chooses to exercise this right under these circumstances, or if the Company terminates Mr. Guichard’s employment without cause within 3 months before or 2 years after a change in control, then he would receive a single lump sum payment equal to 2.99 times the sum of:

the greater of his annual base salary at the time of termination or the largest base salary in effect during the term of his agreement, and


an amount equal to 90 percent of Mr. Guichard’s base salary.

•
the greater of his annual base salary at the time of termination or the largest base salary in effect during the term of his agreement, and
•an amount equal to 90% of Mr. Guichard’s base salary.


In addition, Mr. Guichard would be entitled to receive an amount equal to any excise tax under Section 4999 of the Code section 4999 owed by him in connection with payments (including the lump-sum payment described above) made to him in connection with a change in control, and any federal and state income tax, FICA and Medicare taxes due on such additional payment.

23

Likewise, if the Company terminates Mr. Guichard’s employment without cause within 3 months before or 2 years after a change in control, he would receive the same lump sum payment.


If either Mr. Dunston or Mr. Wolk terminates his employment for good reason within one year after a change in control, or if the Company terminates either Messrs. Dunston’s or Wolk’s employment without cause within three months before or one year after a change in control, then he would be entitled to a lump sum payment equal to two times the sum of:

the greater of his annual base salary at the time of termination, a change in control, or his largest base salary in effect during the term of his agreement, and


an amount equal to the greater of the average of bonuses paid for the three preceding fiscal years or 60 percent of his maximum eligible annual cash bonuses for the year of termination.

•
the greater of his annual base salary at the time of termination, a change in control, or his largest base salary in effect during the term of his agreement, and
•an amount equal to the greater of the average of bonuses paid for the three preceding fiscal years or 60% of his maximum eligible annual cash bonuses for the year of termination.


In addition, Messrs. Dunston and Wolk would be entitled to receive an amount equal to any excise tax under Section 4999 of the Code section 4999 owed by them in connection with payments (including the lump-sum payment described above) made to them in connection with a change in control, and any federal and state income tax, FICA and Medicare taxes due on such additional payment.


Either Messrs. Dunston or Wolk would have good reason to terminate his employment if:

his base salary is reduced,


he is not in good faith considered for a bonus,

•
his base salary is reduced,
•
he is not in good faith considered for a bonus,
•
he is not in good faith considered for other executive compensation benefits,
•
his place of employment is relocated to a location further than 50 miles from his current place of employment, or
•his working conditions or management responsibilities are substantially diminished (other than on account of disability).

he is not in good faith considered for other executive compensation benefits,


his place of employment is relocated to a location further than 50 miles from his current place of employment, or

his working conditions or management responsibilities are substantially diminished (other than on account of disability).

23

Likewise, if the Company terminates either Messrs. Dunston’s or Wolk’s employment without cause within three months before or one year after a change in control, then he would receive the same lump-sum payment.

Pursuant to the terms of their award agreements with the Company, the named executive officers would vest in all unvested stock options and all unvested RSUs in the event of a change in control. If any of the named executive officers were to die or were to terminate employment with the Company due to disability, any vested and exercisable stock options previously awarded would remain exercisable for a period of one year following the death or disability. If one of the named executive officers were to terminate employment prior to the vesting date due to retirement, death or disability, the executive would vest in and receive a prorated portion of their RSU awards based upon the executive’s total service from the grant date through the date of termination.


The Company has not entered into an employment agreement with Mr. Boyer and Mr. Boyer would not be entitled to any cash severance payments upon his termination of employment of the Company for any reason, in connection with a change in control or otherwise.  However, Mr. Boyer would be entitled to accelerated vesting of his RSUs and stock options pursuant to the terms of his award agreements as described above.

The following table represents the incremental expense the Company would incur for Mr. Guichard upon termination of his employment under various scenarios or a change ofin control, effective as of April 30, 2010.

   Termination Event

Payment Type

  

Retirement

  

Change In Control
(1)

  

Termination by
Company
Without Cause
(No Change In
Control)

  

Death Or
Disability

  

Voluntary
Termination
(No Change In
Control)

Base Salary

  $0  $1,868,750  $1,250,000  $0  $0

Annual Bonus

   0   1,681,875   1,125,000   0   0

COBRA Reimbursement

   0   13,092   13,092   0   0

Tax Gross Up

   0   2,590,434   0   0   0

Accelerated Restricted Stock Units Vesting

   33,702   219,629   0   33,702   0

Accelerated Stock Options Vesting

   0   999,470   0   0   0

Total

  $33,702  $7,373,250  $2,388,092  $33,702  $0

2011.

  Termination Event 
Payment Type Retirement  
Change In Control
1
  Termination by Company Without Cause (No Change In Control)  Death or Disability  Voluntary Termination (No Change In Control) 
Base Salary $0  $1,868,750  $1,250,000  $0  $0 
Annual Bonus  0   1,681,875   1,125,000   0   0 
COBRA Reimbursement  0   12,623   12,623   0   0 
Tax Gross Up  0   2,592,324   0   0   0 
Accelerated Restricted Stock Units Vesting  0   363,345   0   0   0 
Accelerated Stock Options Vesting  0   775,381   0   0   0 
Total $0  $7,294,298  $2,387,623  $0  $0 

1The lump sumlump-sum payments would be triggered by voluntary termination of employment by Mr. Guichard for any reason during the two-year period following a change in control or termination of his employment by the Company without cause within three months before or two years after a change in control.  Mr. Guichard’s stock options and RSUs will fully vest upon any change in control.



24


The following table represents the incremental expense the Company would incur for Mr. Dunston upon termination of his employment under various scenarios or a change ofin control, effective as of April 30, 2010.

   Termination Event

Payment Type

  

Retirement

  

Change In Control
1

  

Termination
Without Cause
(No Change In
Control)

  

Death Or
Disability

  

Voluntary
Termination
(No Change In
Control)

Base Salary

  $0  $673,800  $336,900  $0  $0

Annual Bonus

   0   404,280   0   0   0

COBRA Reimbursement

   0   10,079   10,079   0   0

Tax Gross-Up

   0   773,555   0   0   0

Accelerated Restricted Stock Units Vesting

   13,481   87,852   0   13,481   0

Accelerated Stock Options Vesting

   0   340,637   0   0   0

Total

  $13,481  $2,290,203  $346,979  $13,481  $0

2011.

  Termination Event 
Payment Type Retirement  
Change In Control
1
  Termination by Company Without Cause (No Change In Control)  Death or Disability  Voluntary Termination (No Change In Control) 
Base Salary $0  $673,800  $336,900  $0  $0 
Annual Bonus  0   404,280   0   0   0 
COBRA Reimbursement  0   10,086   10,086   0   0 
Tax Gross Up  0   787,109   0   0   0 
Accelerated Restricted Stock Units Vesting  0   137,533   0   0   0 
Accelerated Stock Options Vesting  0   258,895   0   0   0 
Total $0  $2,271,703  $346,986  $0  $0 

1The lump sumlump-sum payments would be triggered by termination of employment by Mr. Dunston for good reason within a one yearthe one-year period after a change in control or termination of his employment by the Company without cause within three months before or one year after a change in control.  Mr. Dunston’s stock options and RSUs will fully vest upon any change in control.


The following table represents the incremental expense the Company would incur for Mr. Wolk upon termination of his employment under various scenarios or a change ofin control, effective as of April 30, 2010.

   Termination Event

Payment Type

  

Retirement

  

Change In Control
1

  

Termination by
Company
Without Cause
(No Change In
Control)

  

Death Or
Disability

  

Voluntary
Termination
(No Change In
Control)

Base Salary

  $0  $587,208  $293,604  $0  $0

Annual Bonus

   0   352,325   0   0   0

COBRA Reimbursement

   0   11,134   11,134   0   0

Tax Gross-Up

   0   673,534   0   0   0

Accelerated Restricted Stock Units Vesting

   12,638   82,361   0   12,638   0

Accelerated Stock Options Vesting

   0   335,981   0   0   0

Total

  $12,638  $2,042,543  $304,738  $12,638  $0

2011.

  Termination Event 
Payment Type Retirement  
Change In Control
1
  Termination by Company Without Cause (No Change In Control)  Death or Disability  Voluntary Termination (No Change In Control) 
Base Salary $0  $587,200  $293,600  $0  $0 
Annual Bonus  0   352,320   0   0   0 
COBRA Reimbursement  0   10,804   10,804   0   0 
Tax Gross Up  0   685,946   0   0   0 
Accelerated Restricted Stock Units Vesting  0   115,523   0   0   0 
Accelerated Stock Options Vesting  0   258,468   0   0   0 
Total $0  $2,010,261  $304,404  $0  $0 

1The lump sumlump-sum payments would be triggered by termination of employment by Mr. Wolk for good reason within a one yearthe one-year period after a change in control or termination of his employment by the Company without cause within three months before or one year after a change in control.  Mr. Wolk’s stock options and RSUs will fully vest upon any change in control.




25


The following table represents the incremental expense the Company would incur for Mr. Boyer upon termination of his employment under various scenarios or a change in control, effective as of April 30, 2011.

  Termination Event 
Payment Type Retirement  
Change In Control
1
  Termination by Company Without Cause (No Change In Control)  Death or Disability  Voluntary Termination (No Change In Control) 
Base Salary $0  $0  $0  $0  $0 
Annual Bonus  0   0   0   0   0 
COBRA Reimbursement  0   0   0   0   0 
Tax Gross Up  0   0   0   0   0 
Accelerated Restricted Stock Units Vesting  0   59,011   0   0   0 
Accelerated Stock Options Vesting  0   66,549   0   0   0 
Total $0  $125,560  $0  $0  $0 

1Mr. Boyer’s stock options and RSUs will fully vest upon any change in control.


REPORT OF THE COMPENSATION COMMITTEE


The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that Analysis with management. Based upon its review and discussions with management, the Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s proxy statement for the 2010 Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended April 30, 2010.2011.  This report is provided by the following independent directors, who comprise the Compensation Committee:

Daniel T. Hendrix, Chair

Andrew B. Cogan

Martha M. Dally

Vance W. Tang


Daniel T. Hendrix, Chair
Martha M. Dally
Vance W. Tang

COMPANY’S COMPENSATION POLICIES AND PRACTICES RELATING TO RISK MANAGEMENT


The Compensation Committee oversees Management’smanagement’s evaluation of whether the Company’s employee compensation policies and practices pose any risks that are reasonably likely to have a material adverse effect on the Company. In conducting this evaluation, Managementmanagement reviews the Company’s overall compensation structure and may take into account such factors as the overall mix of compensation, the performance metrics that are used under the Company’s employee incentive programs, the length of the performance periods under such programs, and the overall business risk.risk of the Company. Management undertakes such a review periodically at the Compensation Committee’s direction and reports to the Compensation Committee any finding that a risk related to the Company’s compensation structure may exist, as well as any factors which may mitigate the risk posed by the particular compensation policy or practice. The Company has determined that there are currently no risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.




26


NON-MANAGEMENT DIRECTORS’ COMPENSATION

During fiscal year 2010, the Company updated its compensation program for non-management directors for the first time in three years, incorporating feedback received from a review performed by Mercer.


The Company’s non-management director compensation program has the following objectives:

compensation should fairly pay directors for work required for the Company’s size and scope,


compensation should align directors’ interests with the long-term interests of shareholders, and

•
compensation should fairly pay non-management directors for work required for the Company’s size and scope,
•
compensation should align non-management directors’ interests with the long-term interests of shareholders, and
•the structure of the compensation should be simple, transparent, and easy for shareholders to understand.

the structure of the compensation should be simple, transparent, and easy for shareholders to understand.


Non-management directors’ compensation includes the following compensation elements:

Director Fees. The annual retainer paid to non-management directors was increased during fiscal year 2010 from $28,000 tois $36,000 per year. In addition, as in prior years, directors receive committee attendance fees of $1,000 per in-person meeting and $500 per telephonic meeting. The Audit Committee Chair receives an additional annual retainer of $8,000 per year, while the Compensation Committee and the Nominating and Governance Committee Chairs each receive an additional annual retainer of $4,000 per year. Directors who are also employees of the Company receive no additional compensation for their services on the Board. All directors are reimbursed for out-of-pocket costs incurred for travel and other expenses incurred for attending boardBoard and committee meetings.


Stock Compensation. The Company’s goal is to provide its non-employeenon-management directors with annual equity compensation valued at approximately $50,000 per year. Under the 2006 Non-Employee Directors Equity Ownership Plan (the “2006 Directors Plan”), the forms of stock compensation granted to non-employeenon-management directors can include stock options, stock appreciation rights, restricted stock awards and restricted stock awards.

Prior to fiscal year 2010,units.  The same types of awards will be permitted under the Company’s practice had been to award a combination of stock options and shareholder value units each year following the directors’ election or reelection to the Board of Directors. 2011 Non-Employee Directors Equity Compensation Plan, if approved by shareholders as proposed herein.


During fiscal year 2010, the Compensation Committee changed this practice so that2011, non-employee directors were instead each awarded 2,500 restricted stock units (Director RSUs)(“Director RSUs”). Under the terms of the Director RSUs, granted September 28, 2009,August 31, 2010, if the recipients remain as directors of the Company on August 15, 2011,2012, then they will be granted 2,500 shares of the Company’s stock.  During September 2009, Messrs. Brandt, Cogan, Davis, Hendrix and Hussey, as well as Ms. Dally and Ms. Moerdyk were each granted Director RSUs.

If a director leaves the Board for any reason prior to August 15, 2012, he or she will receive a pro-rata number of shares based on his or her days of service.


Most of the Company’s non-employeenon-management directors continue to have previously awarded stock options and shareholder value units outstanding. The Compensation Committee does not expect to issue these types of awards in the future.


As with the Company’s Employee Stock Incentive Plans, the strike prices for all stock options and stock appreciation rights granted to directors must be set at 100 percent100% of the fair value of the underlying common stock at the date of the grant. Stock options previously granted under the 2006 Directors Plan have terms of ten years and are exercisable as to one-third of the shares on the first anniversary of the date of grant and as to an additional one-third on each succeeding anniversary of the date of grant until fully vested.


Shareholder Value Units previously issued to non-employee directors providesprovide the holder the right to receive incentive cash payments when the Total Shareholder Return of the Company’s stock equals or exceeds the total returns for the Russell 2000 Index during the comparable three-year period.


The definitions of Total Shareholder Return and the Russell 2000 Index are identical for both the Shareholder Value Plan for Employees and the Shareholder Value Plan for Non-Employee Directors. The calculation of “Total Shareholder Return” is discussed above under “Shareholder Value Units” on page 14.

15.



27


The following table sets forth the compensation earned by or paid to the Company’s non-employeenon-management directors during fiscal year 2010:

2011.


Director Summary Compensation Table

Name of Director

  Director Fees Paid In Cash
1		  Director RSUs
2		  Total

William F. Brandt, Jr.

  $30,000  $50,900  $80,900

Andrew B. Cogan

   33,000   50,900   83,900

Martha M. Dally

   42,000   50,900   92,900

James G. Davis, Jr.

   35,000   50,900   85,900

Daniel T. Hendrix

   37,000   50,900   87,900

Kent J. Hussey

   33,500   50,900   84,400

Carol B. Moerdyk

   48,000   50,900   98,900

Vance W. Tang

   9,000   0   9,000


Name of Director 
Director Fees Paid In Cash
1
  
Director RSUs
2
  Total 
William F. Brandt, Jr. $36,000  $38,200  $74,200 
Andrew B. Cogan  39,000   38,200   77,200 
Martha M. Dally  46,500   38,200   84,700 
James G. Davis, Jr.  41,000   38,200   79,200 
Daniel T. Hendrix  43,000   38,200   81,200 
Kent J. Hussey  41,500   38,200   79,700 
Carol B. Moerdyk  52,500   38,200   90,700 
Vance W. Tang  39,000   38,200   77,200 
1
This column reflects the amount of cash compensation earned during fiscal year 20102011 for boardBoard and committee service.
2This column represents the dollar amounts of the aggregate grant date fair value of the Director RSUs granted during fiscal year 20102011 in accordance with FASB ASC Topic 718.  These grants were all made on September 28, 2009,August 31, 2010, and the grant date fair value at the time of the grant is the number of Director RSUs multiplied by the closing price of the Company’s stock on the date of grant, which was $20.36.$15.28.  Each of the directors, with the exception of Mr. Tang, had 5,000 Director RSUs outstanding as of April 30, 2011.  Mr. Tang had 2,500 Director RSUs outstanding as of April 30, 2010.2011.  The following directors had outstanding stock option awards as of April 30, 2010:2011: Mr. Brandt 17,000;15,000; Ms. Dally 17,000;15,000; Mr. Davis 17,000;15,000; Mr. Hendrix 17,000;15,000; Mr. Hussey 17,000;15,000; Ms. Moerdyk 17,000.15,000.

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SECURITY OWNERSHIP


Share Ownership of Directors and Executive Officers


The following table sets forth information regarding shares of the Company’s common stock beneficially owned as of June 21, 2010,20, 2011, by (1) each director and director nominee of the Company, (2) each of the Company’s named executive officers (as identified in the “Summary Compensation Table”), and (3) the Company’s directors and executive officers as a group. Unless otherwise noted, and to the best knowledge of the Company, each of the shareholders listed below has sole voting power and sole investment power with respect to the number of shares set forth opposite the shareholder’s name.

Name

  Number of
Shares
Beneficially
Owned		  Aggregate
Percent
of
Class		 

William F. Brandt, Jr. (1)

  3,511,187  24.7% 

Kent B. Guichard (2)

  272,934  1.9% 

Jonathan H. Wolk (3)

  110,644  *  

S. Cary Dunston (4)

  72,756  *  

Martha M. Dally (5)

  26,499  *  

James G. Davis, Jr. (6)

  13,369  *  

Kent J. Hussey (7)

  11,999  *  

Carol B. Moerdyk (8)

  10,199  *  

Daniel T. Hendrix (9)

  9,999  *  

Vance W. Tang

  2,000  *  

Andrew B. Cogan (10)

  0  *  

All directors and executive officers as a group (11 persons) (11)

  4,041,586  28.4% 


Name Number of Shares Beneficially Owned Aggregate Percent of Class
William F. Brandt, Jr. (1) 3,491,352 24.4%
Kent B. Guichard (2) 335,243 2.3%
Jonathan H. Wolk (3) 131,567 * 
S. Cary Dunston (4) 94,064 * 
Bradley S. Boyer (5) 44,128 * 
Martha M. Dally (6) 32,333 * 
Kent J. Hussey (7) 21,023 * 
James G. Davis, Jr. (8) 19,853 * 
Carol B. Moerdyk (9) 16,033 * 
Daniel T. Hendrix (10) 15,833 * 
Vance W. Tang (11) 4,017 * 
Andrew B. Cogan (12) 2,500 * 
All directors and executive officers as a group (12 persons) (13) 4,207,946 29.4%
28
*
Indicates less than 1%.
(1)
Includes 14,98816,488 shares held by the Brandt Family Foundation and 140,000 shares owned by Mrs. Elaine Brandt, for which Mr. Brandt disclaims voting or dispositive power, and stock options exercisable on June 21, 201020, 2011 or within 60 days thereafter by Mr. Brandt for 9,999 shares.13,333 shares, and 2,500 shares that may be acquired upon the conversion of RSUs within 60 days after June 20, 2011 if Mr. Brandt continuously serves on the board of directors through the maturity date for the RSUs.
(2)
Includes stock options exercisable on June 21, 201020, 2011 or within 60 days thereafter by Mr. Guichard for 256,000318,000 shares.
(3)
Includes 1,000 shares held jointly by Mr. Wolk and his spouse, for which Mr. Wolk has shared voting and dispositive power.  Includes stock options exercisable on June 21, 201020, 2011 or within 60 days thereafter by Mr. Wolk for 104,332124,999 shares.
(4)
Includes stock options exercisable on June 10, 201020, 2011 or within 60 days thereafter by Mr. Dunston for 67,99988,999 shares.
(5)
Includes stock options exercisable on June 20, 2011 or within 60 days thereafter by Mr. Boyer for 40,999 shares.
(6)
Includes 500 shares held by Ms. Dally as Trustee for the R. Dally Family Trust, for which Ms. Dally has shared voting and dispositive power.  Includes stock options exercisable on June 21, 201020, 2011 or within 60 days thereafter by Ms. Dally for 9,999 shares.13,333 shares and 2,500 shares that may be acquired upon the conversion of RSUs within 60 days after June 20, 2011 if Ms. Dally continuously serves on the board of directors through the maturity date for the RSUs.
(6)(7)
Includes stock options exercisable on June 21, 201020, 2011 or within 60 days thereafter by Mr. Hussey for 13,333 shares and 2,500 shares that may be acquired upon the conversion of RSUs within 60 days after June 20, 2011 if Mr. Hussey continuously serves on the board of directors through the maturity date for the RSUs.
(8)
Includes stock options exercisable on June 20, 2011 or within 60 days thereafter by Mr. Davis for 9,999 shares.13,333 shares and 2,500 shares that may be acquired upon the conversion of RSUs within 60 days after June 20, 2011 if Mr. Davis continuously serves on the board of directors through the maturity date for the RSUs.
(7)(9)
Includes stock options exercisable on June 21, 2010 or within 60 days thereafter by Mr. Hussey for 9,999 shares
(8)Includes stock options exercisable on June 21, 201020, 2011 or within 60 days thereafter by Ms. Moerdyk for 9,999 shares.13,333 shares and 2,500 shares that may be acquired upon the conversion of RSUs within 60 days after June 20, 2011 if Ms. Moerdyk continuously serves on the board of directors through the maturity date for the RSUs.
(9)(10)
Includes stock options exercisable on June 21, 201020, 2011 or within 60 days thereafter by Mr. Hendrix for 9,999 shares.13,333 shares and 2,500 shares that may be acquired upon the conversion of RSUs within 60 days after June 20, 2011 if Mr. Hendrix continuously serves on the board of directors through the maturity date for the RSUs.
(10)(11)
Includes 4,017 shares held by the Jody Leigh Tang Trust, for which Mr. Tang is Trustee.
(12)
Includes 2,500 shares that may be acquired upon the conversion of RSUs within 60 days after June 20, 2011 if Mr. Cogan currently has no stock options or shares.continuously serves on the board of directors through the maturity date for the RSUs.
(11)(13)Includes stock options exercisable on June 21, 201020, 2011 or within 60 days thereafter for an aggregate of 488,327 shares.652,995 shares and 17,500 shares that may be acquired upon the conversion of RSUs within 60 days after June 20, 2011 if the director continuously serves on the board of directors through the maturity date for their respective RSUs.


29


Share Ownership of Principal Beneficial Owners


The following table sets forth information regarding shares of the Company’s common stock beneficially owned by each non-management shareholder the Company believes to own more than 5 percent5% of the Company’s outstanding common stock. This data is based upon Schedules 13G filed with the SEC. Unless otherwise noted, and to the best knowledge of the Company, each of the shareholders listed below has sole voting power and sole investment power with respect to the number of shares set forth opposite the shareholder’s name.

Name

  Number of Shares
Beneficially Owned		  Aggregate Percent
of Class		 

Mary Jo Stout (1)

    PO Box 60

    Mayville, MI 48744

  1,323,622  9.4% 

Royce & Associates, LLC (2)

    1414 Avenues of the Americas

    New York, NY 10019

  1,186,475  8.4% 

Franklin Resources, Inc. (3)

    One Franklin Parkway

    San Mateo, CA 99403

  1,136,710  8.0% 

James J. Gosa (4)

    3102 Shawnee Drive

    Winchester, VA 22601

  760,505  5.2% 

FBR Capital Markets Corporation (5)

    1001 19th Street North

    Arlington, VA 22209

  730,160  5.2% 

    Total Principal Beneficial Owners

  5,137,472  36.2% 


Name Number of Shares Beneficially Owned  Aggregate Percent of Class 
       
Franklin Resources, Inc. (1)  1,311,300   9.2%
One Franklin Parkway        
San Mateo, CA  94403-1906        
         
Royce & Associates, LLC (2)  1,243,917   8.7%
745 Fifth Avenue        
New York, NY  10151        
         
Mary Jo Stout (3)  1,143,422   8.0%
P.O. Box 60        
Mayville, MI 48744        
         
T. Rowe Price Associates, Inc. (4)  995,330   6.9%
100 East Pratt Street        
Baltimore, MD  21202        

(1)Includes 240,064
The beneficial ownership information for Franklin Resources, Inc. (“FRI”) is based upon the Schedule 13G/A filed with the SEC on February 2, 2011.  FRI, its subsidiary Franklin Advisory Services, LLC, and Charles B. Johnson and Rupert H. Johnson, Jr. (each holders of more than 10% of the common stock of FRI), reported holdings of the Company’s common stock beneficially owned by one or more open or close-end investment companies or other managed accounts that are investment management clients of subsidiaries of FRI.  The Schedule 13G/A indicated that Franklin Advisory Services, LLC has sole voting power for 1,252,100 shares held by her brotherand sole dispositive power for all 1,311,300 shares.  The principal business address for Franklin Advisory Services, LLC is One Parker Plaza, Ninth Floor, Fort Lee, NJ 07024-2938.  Charles B. Johnson and Rupert H. Johnson, Jr. share the same principal business address as trusteeFRI.
(2)
The beneficial ownership information for Royce & Associates, LLC is based upon the benefit of Ms. Stout,Schedule 13G/A filed with the SEC on January 11, 2011, which also indicated that Royce & Associates, LLC has sole voting and sole dispositive power for all 1,243,917 shares.
(3)
Includes 10,000 shares held by the Holcomb Family Foundation.  The beneficial ownership information for Ms. Stout is based upon the Schedule 13G/A filed with the SEC on February 11, 2010,9, 2011, which also indicated Ms. Stout has sole voting and sole dispositive power for all 1,323,6221,143,422 shares.
(2)(4)The beneficial ownership information for Royce &T. Rowe Price Associates, LLCInc. (“Price Associates”) is based upon the Schedule 13G filed with the SEC on January 22, 2010, which also indicated sole voting power and sole dispositive power for 1,186,475 shares.
(3)The beneficial ownership information for Franklin Resources, Inc. is based upon the Schedule 13G/A filed with the SEC on January 20, 2010,February 9, 2011, which also indicated that Franklin Advisory Group, LLCPrice Associates has sole voting power for 1,096,11082,700 shares and sole dispositive power for 1,136,710 shares.
(4)The beneficial ownership information for Mr. Gosa is based upon995,330 shares, and that T. Rowe Price Small-Cap Fund, Inc. (which shares the Schedule 13G/A filed with the SEC on February 11, 2010, which also indicated shared dispositive power for 760,505 shares. Mr. Gosa servedsame principal business address as the Company’s Chairman of the Board of Directors until August 27, 2009.
(5)The beneficial ownership information for FBR Capital Markets Corporation is based upon the Schedule 13G/A filed with the SEC on February 16, 2010, which also indicated shared dispositive power and sharedPrice Associates) has sole voting power for 730,160800,000 shares.



30


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’s directors and officers, and persons who beneficially own more than 10 percent10% of the Company’s common stock to file with the SEC reports of initial ownership and changes in ownership of the Company’s common stock.


Based upon the Company’s review of Forms 3, 4, and 5 (and amendments thereto) filed with the SEC during or with respect to the Company’s fiscal year ended April 30, 2010,2011, and written representations from the Company’s directors and executive officers that no Forms 5 were required to be filed by those persons for that fiscal year, the Company is not aware that any director, executive officer, or 10 percent10% shareholder failed to file in a timely fashion any such reports.

reports, except for (1) late Forms 4 reporting the achievement of performance conditions applicable to performance-based restricted stock units on May 20, 2010 for: Mr. Guichard in the amount of 7,000 shares; Mr. Dunston in the amount of 2,800 shares;  Mr. Wolk in the amount of 2,625 shares; and Mr. Glenn Eanes in the amount of 840 shares, due to an inadvertent administrative error on the Company’s part, which were subsequently reported on Forms 4 filed June 11, 2010; (2) a late Form 5 filed on June 17, 2011 for Mr. Brandt reporting a gift of shares made on June 22, 2010; and (3) a late Form 4 filed on June 21, 2011 for Mr. Hussey reporting shares purchased on June 16, 2011.


CERTAIN RELATED PARTY TRANSACTIONS


The Company has written policies concerning related party transactions and potential conflicts of interests. These policies describe the types of transactions and relationships that may be in conflict with these policies. All officers and directors, as well as employees who exercise substantial discretionary authority in the performance of their duties are required to complete an annual questionnaire describing any potential conflicts of interest and certify their compliance with the Company’s policies. These responses are reviewed by the Audit Committee. As required by their respective charters, both the Audit Committee and the Nominating and Governance Committee have the responsibility to review all related party transactions. The Audit Committee is responsible for the review and approval of all related party transactions and the Nominating and Governance Committee must review and approve related party transactions involving directors. In addition, the Nominating and Governance Committee also is responsible for the review of any potential conflicts of interest involving employees or directors as defined in the Company’s Code of Business Conduct and Ethics, which is maintained on the Corporate Governance page of the Company’s web site at www.americanwoodmark.com.

http://investor.shareholder.com/amwd/governance.cfm.


The Company leases its headquarters from Amwood Associates, a partnership that includes Mr. Brandt, a director, and Ms. Stout, who beneficially owns more than 5 percent5% of the Company’s common stock. During fiscal year 2010,2011, Mr. Brandt and Ms. Stout had partnership interests in Amwood Associates of 38.6 percent38.6% and 20.0 percent,20.0%, respectively. The original lease commenced on March 18, 1986, and ended on March 17, 2001. The Company has twice elected to renew this lease three times in accordance with Company policy and procedures, which included approval by all the Company’s independent directors for the current five-year term which expires in 2011.2016. In considering the renewal of this lease, the Company assesses the lease terms in relation to market terms for comparable properties. Based upon this review, the Company believes that the rent under the lease is in line with market rates that could be obtained at arm’s length from unaffiliated third parties. Current rental payments are $38,329 per month and are subject toscheduled for annual increases notequal to exceed 7 percent, based on changes in the Consumer Price Index.2% beginning April 1, 2013. During the fiscal year ended April 30, 2010,2011, the Company made aggregate payments under the lease in the amount of $455,238.$459,945.  As of April 30, 2010,2011, the aggregate remaining lease payments due under this lease until its expiration assuming no future Consumer Price Index adjustments, were $383,287.

$2,317,330.


REPORT OF THE AUDIT COMMITTEE


The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011 with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.


The Audit Committee reviewed and discussed the Company’s unaudited quarterly financial statements and the audited annual financial statements for the fiscal year ended April 30, 2010,2011, with management and KPMG LLP,

31

the Company’s independent registered public accounting firm, who is responsible for expressing its opinions on the conformity of those audited financial statements with U.S. generally accepted accounting principles, and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has discussed with KPMG LLP the matters required to be discussed by Statement of Auditing Standards No. 61 “Communications with Audit Committees,” as amended, as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T.

31

In addition, the Audit Committee has discussed with KPMG LLP the firm’s independence from management and the Company, including matters in the written disclosures and letter from KPMG LLP to the Committee required by the PCAOB.

The Committee discussed and approved the audit scopes and plans of the Company’s internal auditor and KPMG LLP for their respective audits. The Audit Committee met with the Company’s internal auditor and the independent registered public accounting firm, with and without management present, to discuss the results of their audits, the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting.


Based on the reviews and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements as of and for the fiscal year ended April 30, 2010,2011, be included in the Company’s Annual Report on Form 10-K.10-K for the fiscal year ended April 30, 2011. The Audit Committee has selected KPMG LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for fiscal year 20112012 and the Board of Directors has submitted the selection of KPMG LLP for ratification by the shareholders at the Annual Meeting.

Carol B. Moerdyk, Chair

Kent J. Hussey

James G. Davis, Jr.


Carol B. Moerdyk, Chair
Kent J. Hussey
James G. Davis, Jr.
Andrew Cogan

Independent Auditor Fee Information


Fees for professional services provided by KPMG LLP, the Company’s independent registered public accounting firm, in each of the last two fiscal years in each of the following categories are:

   2010  2009

Audit Fees

  $500,000  $500,000

Audit-Related Fees

   44,500   44,500

Tax Fees

   5,000   4,750

All Other Fees

   0   0

Total

  $549,500  $549,250


  2011  2010 
Audit Fees $453,500  $500,000 
Audit-Related Fees  44,500   44,500 
Tax Fees  10,000   5,000 
All Other Fees  0   0 
Total $508,000  $549,500 

Audit Fees include fees associated with the annual audit of the Company’s financial statements, and internal control over financial reporting, as well as reviews of the Company’s annual reportAnnual Report on Form 10-K and quarterly reportsQuarterly Reports on Form 10-Q.


Audit-Related Fees are incurred for employee benefit plan financial statement audits.


Tax Fees include fees pertaining to tax compliance.

compliance, tax advice and tax planning.


Pre-Approval Policies and Procedures


The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax, and other services performed for the Company by any independent registered public accounting firm. The policy permits the Audit Committee to pre-approve specifically defined audit and non-audit services. Unless a specific service has been pre-approved with respect to thata certain fiscal year, the Audit Committee must approve each permitted service before KPMG LLP or another independent registered public accounting firm is engaged. The Audit Committee has delegated to the Chair of the Audit Committee authority to approvepre-approve permitted services, provided that the Chair reports those approvals to the Audit Committee at its next scheduled meeting. During fiscal

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year 20102011 all audit fees, audit-related fees, tax fees, and other fees were pre-approved or approved in advance by the Audit Committee.

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ITEM 2—RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Audit Committee of the Board of Directors has selected KPMG LLP as the independent registered public accounting firm to audit the financial statements of the Company for fiscal year 2011,2012, and the Board of Directors has directed a vote of shareholders to be taken to ascertain their approval or disapproval of that selection. If the shareholders do not ratify the selection of KPMG LLP, the Audit Committee of the Board of Directors will reconsider the selection of the independent registered public accounting firm.


Representatives of KPMG LLP will be present at the Company’s Annual Meeting. They will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

ITEM 3—APPROVAL OF AMENDMENTS TO THE AMENDED AND RESTATED

2004 INCENTIVE PLAN FOR EMPLOYEES

Subject to shareholder approval, on May 20, 2010 the


The Board of Directors unanimously approved certain amendments torecommends that shareholders vote “FOR” the Amended and Restated 2004 Incentive Plan for Employees (the 2004 Plan), to be effectiveratification of KPMG LLP as of August 26, 2010, the dateindependent registered public accounting firm of the Annual Meeting. Company for fiscal year 2012.


ITEM 3—APPROVAL OF THE 2011 NON-EMPLOYEE
DIRECTORS EQUITY OWNERSHIP PLAN

The Company is asking its shareholders to approve the 2011 Non-Employee Directors Equity Ownership Plan (the “2011 Directors Plan”).  The 2011 Directors Plan will replace the 2006 Non-Employee Directors Equity Ownership Plan, which expired on August 31, 2010.
The Board of Directors is requesting thathas adopted the 2011 Directors Plan, subject to approval by the Company’s shareholders, approvefor the 2004 Plan as amended as proposed herein. The principal featurespurpose of attracting and retaining experienced and qualified non-employee directors of the 2004 Plan, as amended as proposed herein, are summarized below. Shareholders should read the full textCompany and aligning their interests with those of the 2004Company’s shareholders.  The 2011 Directors Plan as amended as proposed herein, provided in Appendix A to this Proxy Statement for a complete description of its legal terms and conditions.

will become effective immediately upon shareholder approval.

Proposed Amendments

The proposed amendments to the 2004 Plan (i) authorize an additional 1,000,000100,000 shares of the Company’s common stock will be reserved for issuance under the 2011 Directors Plan, subject to be used for long-term equity compensation awards to employees (the Share Increase Amendment); (ii) modifyadjustment in the provisions relating to the calculationevent of the numberany stock dividend, stock split, recapitalization, combination of shares of common stock that may be subject to future awards under the 2004 Plan (the Share Counting Amendment); (iii) eliminate the authority of the Company to grant reload stock options under the Plan (the Reload Amendment); (iv) modify the provisions relating to the payment of dividends on restricted stock and dividend equivalents on restricted stock units (the Dividends Amendment); and (v) require minimum restriction periods for restricted stock and minimum vesting periods for restricted stock units (the Minimum Vesting Period Amendment).

The Share Increase Amendment

The Company currently has stock compensation grants outstanding from three stock compensation plans, including the 2004 Plan, the 1999 stock option plan for employees, and the 2006 stock option plan for nonemployee directors.

Until 2007, all employee stock options granted included a reload feature that issued a reload stock option to employees who exercised their stock options using as proceeds shares they already held inor other similar change affecting the Company’s common stock.  The Company removedWe anticipate that reserving this reload feature from its stock option grants made subsequentnumber of shares will allow us to 2007. Because of the reload feature inherent in stock option grants made in prior years, the 1999 stock option plan continues to have 219,233 shares available for issuance that are unlikely to be issued in the future.

The existing 2004 stock incentive plan for employees has remaining 472,055 shares for future issuance from its original 2,000,000 share authorization six years ago. The new authorization of 1,000,000 shares for the 2004 Plan represents half of the original authorization made in 2004. Because the Company has transitioned to making a majority of its stock compensation grants as RSUs instead of stock options and has eliminated the reload feature from the stock options that it does continue to grant Management expectsawards to the Company’s non-employee directors at competitive levels for the next 5 years.

The 2011 Directors Plan reflects the following corporate-governance related features:
•
The share reserve is fixed and does not include an “evergreen” share-increase feature.
•
Repricings, including cash exchanges, of any stock options or stock appreciation rights are prohibited without the consent of the Company’s shareholders.
•
Discounted stock options and stock appreciation rights are expressly prohibited.
•
Dividends or dividend equivalents with respect to restricted stock or restricted stock unit awards are payable only to the extent the underlying award becomes vested.
•
“Recycling” of shares used to pay the exercise price of options is not permitted.  Any stock appreciation rights granted will be counted against the share reserve on a gross, rather than net, basis.
•
Awards may vest on a change in control only upon the actual occurrence of such change in control.
•The independent Compensation Committee administers the 2011 Directors Plan.  Management members of the Company’s Board may not participate in consideration of awards to non-management directors.

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Shareholder approval is required for any amendments to the 2011 Directors Plan that would increase the new authorizationtotal number of shares would enablereserved for issuance, expand the Company to continue to award stock compensation grants for a periodclass of five additional years.

Other Proposed Amendments

The proposed Share Counting Amendment would prohibit shares of common stock that are tendered by a participant,eligible participants or withheld byotherwise materially amend the Company to pay the exercise price of a stock option or applicable withholding taxes in connection with the vesting, payment or exercise of an award, to be reused under the 2004 Plan.

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The proposed Reload Amendment would eliminate the Company’s authority to provide for a reload option feature in any future stock option grants under the 2004 Plan. As noted above, the Company as a policy matter stopped providing for reload options in connection with stock option grants under the 2004 Plan made after 2007. The amendment would formalize this policy.

The proposed Dividends Amendment would require any dividends payable with respect to future restricted stock awards under the 2004 Plan, and any dividend equivalents payable with respect to future restricted stock unit awards under the 2004 Plan, to be subject to the same performance- and/or service-based restrictions or vesting conditions as the underlying award, and to be paid to the participant only if and when the restrictions with respect to the underlying award lapse or the underlying award vests. The Company has not granted any dividend equivalent rights with respect to any restricted stock unit awards it has made to date.

The proposed Minimum Vesting Period Amendment would require that any future restricted stock award under the 2004 Plan, and any future restricted stock unit award under the 2004 Plan, have a minimum restriction or vesting period of three years if the award is service-based, and of one year if the award is performance-based. The only permitted exceptions to the minimum restriction or vesting period would be in the case of the participant’s death, disability or retirement or the occurrence of a change in control. All restricted stock units previously granted by the Company under the 2004 Plan have three-year vesting periods.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote “FOR” approval of the 2004 Plan, as amended as proposed herein.

Summary of the 2004 Plan, as Amended as Proposed Herein

plan.


The following2011 Directors Plan is set forth in Appendix A. This summary of the 20042011 Directors Plan as amended as proposed herein, is qualified in its entirety by reference to Appendix A.
Administration
The 2011 Directors Plan will be administered by the termscompensation committee of the 2004Company’s Board or any subcommittee thereof (the “Directors Plan as amended as proposed herein, a copyCommittee”).  The Directors Plan Committee will generally have the authority to select award recipients and determine the amounts and other terms and conditions of whichawards. The Directors Plan Committee may authorize any one or more of its members or any of the Company’s officers to execute and deliver documents on its behalf.
Eligibility
Each member of the Company’s Board who is attachednot one of the Company’s employees or an employee of any the Company’s subsidiaries is eligible to participate in the 2011 Directors Plan. As of the date of this proxy asAppendix A.Proxy Statement, there were eight non-employee directors who were eligible to participate in the 2011 Directors Plan.

Authorized Shares. A total of 2,000,000
There will be 100,000 shares of the Company’s common stock of the Company (“Company Stock”) are currently reserved for issuance under the 20042011 Directors Plan, which would be increased to 3,000,000 shares of Company Stock if the Share Increase Amendment proposed above is adopted. Shares of Company Stock allocated to restricted stock, restricted stock units, options and stock appreciation rights (“SARs”), or portions thereof that expire, are forfeited or otherwise terminate unexercised may again be made subject to an award under the 2004 Plan. If the Share Counting Amendment as proposed above is adopted, shares of Common Stock tendered by a participant, or withheld by the Company, to pay the exercise price of an option or applicable withholding taxes in connection with an award may not be used for future awards under the 2004 Plan. No more than 100,000 shares of Company Stock may be allocated to the awards that are granted to a Participant in any single taxable year. Adjustments will be made in the number and kind of shares of stock or Company securities which may be issued under the 2004 Planadjustment in the event of aany stock dividend, stock split, recapitalization, mergercombination of shares or other similar change inaffecting the outstandingCompany’s common stock.
Types of Awards
The 2011 Directors Plan allows us to grant the following types of awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, and (iv) RSUs.
Stock Options
A stock option is the right to purchase a fixed number of shares of Company Stock or the creation or issuance to shareholders generally of rights,Company’s common stock during a specified period at a fixed exercise price.  No options or warrants for the purchase of Company Stock or preferred stock.

Eligibility.All present and future employees of the Company or a subsidiary whom the Compensation Committee determines have contributed or who can be expected to contribute significantly to the Company or subsidiary are eligible to be granted awards under the 2004 Plan. The Company estimateswith an exercise price that it has approximately 125 employees who would currently be eligible to receive awards under the 2004 Plan (three of whom are named executive officers).

Administration.The 2004 Plan is administered by the Compensation Committee or a subcommittee of the Compensation Committee. The Compensation Committee has the power and complete discretion to select eligible employees to receive awards, and to determine the type, terms and conditions of the awards, including without limitation any performance goals applicable to awards.

Stock Options.Options to purchase shares of Company Stock granted under the 2004 Plan may only be non-statutory options. Non-statutory options do not qualify for favorable individual income tax treatment under Code Section 422. The purchase price of Company Stock covered by a non-statutory option may not be and may never become less than 100% of the fair market value of such sharesthe Company’s common stock on the date of grant.

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Options may only be exercised at such times as may be specified by  Fair market value for this purpose and all other purposes under the Compensation Committee in2011 Directors Plan means the option agreement. The Committee may grant options with a provision that an option that is not otherwise exercisable will become exercisable upon a change in control. If the proposed Reload Amendment described above is adopted, the provisionsclosing price of the 2004 Plan allowing the Company to grant reloadCompany’s common stock as reported by NASDAQ.  All options in connection with the exercise of non-statutory optionsgranted under the 20042011 Directors Plan will be eliminated. The Company has not granted anynon-statutory options.

All options with re-load features since 2007.

Restricted Stock. When a grant of Company Stock is made in the form of restricted stock, the grantee may not sell, assign, or otherwise dispose of the Company Stock until the restrictions on the shares set forth in the award agreement have lapsed or been removed. In making a grant of restricted stock, the Compensation Committee will establish asare subject to each award the terms and conditions, upon which these restrictions lapse. If the proposed Minimum Vesting Period Amendment as described above is adopted, the minimum restriction period for an award of service-based restricted stock will be three years, and the minimum restriction period for an award of performance-based restricted stock will be one year. The restrictions may also lapse as a result of the disability, retirement or death of the Participant or the occurrence of a change in control. Restricted stock awards convey common shareholder rights to the award recipients, including the right to receive dividends or other distributions with respect to Company Stock. If the proposed Dividends Amendment described above is adopted, dividends or other distributions on unvested shares of restricted stock will be subject to the same restrictions as the underlying shares, and will be paid to the award recipient only if and when those restrictions lapse or are removed.

Restricted Stock Units.The 2004 Plan authorizes the grant of restricted stock units, which are rights to receive a share of Company Stock in the future, subject to vesting conditions, as determinedset by the Compensation Committee and set forthCommittee.  The maximum term in the applicable award agreement. Restricted stock unitswhich an option may be paid in cash or in sharesexercised is 10 years after the date of Company Stock orgrant.  No option may be exercised more than three months after a participant ceases to be a non-employee director for any combination thereof. If the proposed Minimum Vesting Period Amendment as described above is adopted, the minimum vesting period for an award of service-based restricted stock units will be three years, and the minimum vesting period for an award of performance-based restricted stock units will be one year. Vesting may also occur as a result of the disability, retirement or death of the Participant or the occurrence of a change in control. Restricted stock units do not convey any shareholder rights with respect to Company Stock, however the Compensation Committee may provide for dividend equivalents in connection with a restricted stock unit award, which entitle the participant to receive the same dividends andreason other distributions with respect tothan his or her restricted stock units as though hedeath.  An option that was exercisable at the time of a director’s death may be exercised by the personal representative of the director’s estate during the one-year period following his or she were an ownerher death, but no later than the expiration of Company Stock. If the proposed Dividends Amendment described above is adopted,option’s term.  Any shares withheld to pay the paymentexercise price of any dividend equivalents on unvested restricted stock units willoption may not be subject to the same vesting conditions as the underlying restricted stock units, and will be paid to the award recipient only if and when those conditions are satisfied. The Company has not previously granted any dividend equivalents with respect to restricted stock units it has awardedre-used for future awards under the 20042011 Directors Plan.

Stock Appreciation Rights (SARs).The 2004 Plan authorizes the grant of SARs, which are rights
A SAR entitles its holder to receive, at the appreciation in valuetime of a share of Company Stock in the future, subject to vesting conditions as determined by the Compensation Committee and set forth in the applicable award agreement. SARs may be paid in cash or in shares of Company Stock or in any combination thereof. SARs may be granted separately from or in tandem with an award of stock options under the 2004 Plan. A participant upon exercise, of a SAR will be entitled to receive an amount of cash or sharesper share equal to the excess of the fair market value per share of Company Stock on(at the date of exerciseexercise) of a share of the SARCompany’s common stock over the fair market value per share of Company Stockthe Company’s common stock on the grant date of grant of the SAR.  A participant has noSARs may be granted in conjunction with options or on a stand-alone basis. SARs are subject to the terms and conditions, including vesting conditions, set by the Committee. Payment may be made in cash, shares of the Company’s common stock or a combination of the two, as specified in the applicable award agreement.

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Restricted Stock
Restricted stock is an award of the Company’s common stock that is forfeitable and nontransferable until the restrictions lapse.  Restrictions may lapse based on the director’s service and the passage of time, or as a result of the disability, death or retirement of the director or the actual occurrence of a change in control of the Company. The Committee sets the restrictions for each award.  Participants have the rights of a stockholder (including voting rights and the right to receive dividends) with respect to their restricted stock prior to the lapse of applicable restrictions. Unless the Directors Plan Committee provides otherwise, dividends are withheld and paid only if the underlying shares become vested.
Restricted Stock Units (RSUs)
An RSU is the right to receive the fair market value of a share of the Company’s common stock in the future.  All RSUs are subject to conditions (including vesting conditions) set by the Directors Plan Committee.  RSUs may be paid in cash, shares of the Company’s common stock, or any combination thereof as provided in the award agreement.  RSUs do not convey rights as a shareholder, but the Directors Plan Committee may in its discretion give a director the right to receive dividend equivalents with respect to an RSU award.  Unless the Directors Plan Committee provides otherwise, any shares of Company Stock in which a SAR maydividend equivalents will be payable until the date of payment of the shares. Tandem SARs must be granted at the same time as the related options, can be exercisedpaid only if the related options are also exercisable,underlying RSUs become vested.
Adjustments
In the event the Company is a party to a consolidation or a merger in which it is not the surviving corporation, a transaction that results in the acquisition of it by a single person or group, or a sale or transfer of substantially all of its assets, then the Directors Plan Committee may take any actions with respect to the 2011 Directors Plan and once the tandem SARs are exercised, the related options will be cancelled and the shares underlying the options will not be available for additionalto outstanding awards under the 2004 Plan. The Company has not previously2011 Directors Plan as it deems appropriate.
Transferability
Unless otherwise determined by the Directors Plan Committee, awards granted any SARs under the 2004 Plan.

Code Section 162(m).Restricted stock and restricted stock unit awards under the 20042011 Directors Plan may be designed-to qualify as performance-based compensation for purposes of Code Section 162(m), in which case the restrictions on the award will lapse, or the award will vest, upon the achievement of a performance goal or goals. A performance goal means an objectively determinable performance goal established by the Compensation Committee with respect to a given award relating to one or more performance criteria. Performance criteria for this purpose include any of the following areas of performance of the Company or any subsidiary: asset growth; combined net worth; debt to equity ratio; earnings per share (before or after income taxes and other specified adjustments); revenues; operating income; operating cash flow; net income, before or after income taxes; or return on total capital, equity, revenue or assets.

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Nontransferability of Awards.In general, awards made under the 2004 Plan, by their terms, are not transferable by the participant except by will or by the laws of descent and distribution. Options

Amendment and SARs are exercisable, during the participant’s lifetime, only by the participant or by his guardian or legal representative.

Termination and Modification of the 2004 Plan.Plan

The board of directors of the CompanyBoard may amend, revise, suspend or terminate the 20042011 Directors Plan as it deems advisable.at any time in its discretion, provided that no amendment to the plan may increase the authorized share reserve, expand the class of eligible participants or otherwise materially amend the plan without shareholder approval.  The 20042011 Directors Plan will terminate automatically terminate on JulyAugust 31, 20162015, unless earlier terminated by the board. No awards will be made under the 2004 Plan after its termination. Shareholders must approve any amendments to the 2004 Plan that would: (i) increase the number of shares of Company Stock that are reserved and available for issuance, (ii) materially change the requirements for eligibility to participate, or (iii) materially increase the benefits that eligible employees may receive. The board may amend the 2004 Plan and outstanding awards under the 2004 Plan as necessary to ensure that the 2004 Plan meets the requirements of the Internal Revenue Code, federal and state securities laws and other applicable regulations.Board.

Federal Income Tax Consequences of the 2004 Plan, as Amended as Proposed Herein

The following discussion summarizes the material federal income tax consequences to the Company and to participants of participation in the 2004awards under 2011 Directors Plan.  This discussionIt is general in nature and does not purport to be a complete summary of thebased on federal income tax considerations relevantlaws currently in effect.  These laws are subject to awards granted under the 2004 Plan.change.  In addition, the consequences under state, local or foreign law may differ from the consequences under federal income tax law.

Non-statutory

Stock Options.Options and SARs
No taxable income will result to a recipientdirector upon the grant of a non-statutorystock option under the 2004 Plan,or SAR, nor will there be any tax effect on the Company. Upon the exercise of an option, a recipientthe director will generally have ordinary income of an amount equal to the difference between the fair market value of the shares purchased and the exercise price of the option. TheUpon exercise of a SAR, the director will generally have ordinary income equal to the amount of cash and the fair market value of any of the Company’s common stock received upon the exercise. In each case, the Company will generally be entitled to a business expense deduction at the same time and in the amount thatsame amount. Any appreciation or depreciation after the recipient has ordinary income with respectdate of such exercise in the fair market value of any shares purchased or received will generally result in a capital gain or loss to the option.director at the time he or she disposes of the shares.


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Restricted Stock.Except as described below,Stock
No taxable income will result to a recipientdirector upon the grant of restricted shares that are nontransferable and subject to a substantial risk of forfeiture, unless the director makes a valid election under Section 83(b) of the Code. The director will generally will not realize taxablehave ordinary income at the time of grant of restricted stock. Upon the lapsesuch shares first become vested or removal of the restrictions on the shares of restricted stock, the recipient will realize ordinary incometransferable, in an amount equal to the excess of the fair market value of such shares at such time over the amount, if any, paid by the recipient, if any.director for such shares.  The recipientdirector’s holding period for capital gain purposes will begin at the same time.  The Company will generally be entitled to a business expense deduction at the same time and in the same amount as the director recognizes the income.  Any dividends paid to a director during the restriction period will be taxable as compensation income to the director at the time paid and will generally be deductible at such time by the Company.  Any appreciation or depreciation in the fair market value of a restricted stock award may, by filing an election with the Internal Revenue Service within 30 daysshares after the date of granttime the shares become vested or transferable will generally result in a capital gain or loss to the director at the time he or she disposes of the restricted shares, elect to be taxedshares.
If the director makes a valid election under Section 83(b) of the Code, the director will have ordinary income at the time of grant of the award onrestricted stock equal to the excess of the then fair market value of the shares of Company Stockstock over the amount, if any, paid by the recipient, if any, in which case theredirector for such stock.  The director’s holding period for capital gain purposes will be no additional income inclusion tobegin on the recipient when the restrictions lapse.date of grant as well.  The Company will generally be entitled to a business expense deduction equalat the same time and in the same amount as the director recognizes the income.  Any dividends paid to the amount of ordinary income realizeddirector during the restriction period will be taxable as dividends to the director and will not be deductible by the recipientCompany.  There will be no further tax consequences to either the director or to the Company at the time the shares become vested or transferable.  Any appreciation or depreciation in the taxable yearfair market value of the shares after the date of grant will generally result in whicha capital gain or loss to the amount is included indirector at the recipient’s income.time he or she disposes of the shares.

RSUs
Restricted Stock Units.No taxable income will be recognized byresult to a recipient in connection withdirector upon the grant of a restricted stock unit. When a restricted stock unit vests and is paid,RSUs, nor will there be any tax effect on the recipient will generally be required to include as taxable ordinary income in the yearCompany.  Upon payment of payment an amount equal to the amount ofRSU, any cash received and the fair market value as of the payment date of any Company Stockof the Company’s common stock received onby the payment. The Companydirector will be taxable to the director as ordinary income.  We will generally be entitled to a taxbusiness expense deduction at the same time and in the same amount.

Section 280G
Stock Appreciation Rights (SARs).No income will be recognized by a recipient in connection with the grant of a SAR. When a SAR is exercised, the recipient will generally be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any Company Stock received on the exercise. The Company will usually be entitled to a taxan ordinary business expense deduction at the same time and in the same amount.

Codeamount as a director recognizes taxable ordinary income in connection with an award as described above.  However, under certain circumstances, accelerated vesting, exercise or payment of awards under the 2011 Directors Plan in connection with a “change in control” of the Company might be deemed an “excess parachute payment” for purposes of the golden parachute payment provisions of Section 162(m). 280G of the Code. To the extent that there is an excess parachute payment, the director would be subject to an excise tax equal to 20% of the amount of the excess parachute payment, and we would be denied a tax deduction for the amount of the excess parachute payment.

Income Acceleration
The prior discussiontiming of income recognition by a director and the timing of the Company’s tax deductions is subject to compliance with Code Section 162(m). Code Section 162(m) imposes a $1,000,000 limit on the amount of the annual compensation deduction allowable to a publicly-held company with respect to its principal executive officer and each of its other three most highly compensated officers (excluding its principal financial officer). An exception to this limit is provided for performance-based compensation if certain requirementsany award are met. The 2004 Plan permits the Compensation Committee to grant awards that will qualify for this exception from the deduction limit.

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Code Section 409A. The prior discussion of the tax consequences to participants isalso subject to compliance with Code Section 409A. Code Section 409A is effective in general for any compensation deferred under a nonqualified deferred compensation plan on or after January 1, 2005. If at any time during a taxable year a nonqualified deferred compensation plan fails to meet the requirements of Code Section 409A or is not operated in accordance with those requirements, all amounts (including earnings) deferredof the Code and the tax principles of constructive receipt and assignment of income.  Awards under the plan2011 Directors Plan are generally structured to be exempt from or to comply with these requirements.  However, an award that violates these requirements may result in accelerated recognition of taxable ordinary income for the taxable year and all preceding taxable years, by any participantdirector with respect to whom the failure relates, areaward (as well as an accelerated deduction for the Company), even if the award has not been paid or exercised.  In addition a violation of Section 409A of the Code may subject the director to additional income taxes, equal to 20% of the amount the director is required to recognize as taxable ordinary income with respect to the award, plus an additional amount equal to the interest (at the IRS underpayment rate for individuals, plus 1%) on the underpayments that would have occurred had the amount which the director is required to recognize as taxable ordinary income with respect to the award been includible in grossthe director’s income for the taxable year toin which the extent not subject to a substantial risk of forfeiture and not previously included in gross income. If a deferred amountaward was first granted or vested, whichever is required to be included in income under Code Section 409A, the amount also is subject to an additional income tax of 20% and enhanced interest. In general, the 2004later.


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New Plan hasBenefits
No awards have yet been designed with the intent that options, SARs, and restricted stock awards will not provide for a “deferral of compensation” subject to Code Section 409A. Restricted stock units granted under the 2004 Plan2011 Directors Plan.  With respect to any awards that may or may not be granted in the future, since the decision whether to grant such an award, the type of award, the award recipient and the number of shares subject to Code Section 409A, but if subjectthe award are all within the discretion of the Directors Plan Committee, and since the value of any such award will be designed withboth depend on the intent that they comply with Code Section 409A.

NewDirectors Plan Benefits

NoCommittee’s determinations as well as the fair market value of the Company’s common stock in the future, it is not possible to determine the amounts of any such awards, have been madeor the benefits payable with respect to any such awards, to any participant or classification of participants at this time.

The Board of Directors unanimously recommends that shareholders vote “FOR” the additional number of shares proposed to be added to the 2004 Plan as described above, and the awards that will be allocated in the future to eligible employees under the 2004 Plan from the additional shares if the proposed share increase described herein is approved is not presently determinable.

2011 Directors Plan.


Equity Compensation Plan Information


The information regarding the Company’s equity compensation plans required by Itemitem 201(d) of Regulation S-K is incorporated by reference from Part III, Item 12 of the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended April 30, 2010.

2011.



ITEM 4—ADVISORY VOTE ON EXECUTIVE COMPENSATION

The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) added section 14A to the Securities and Exchange Act of 1934, which requires that the Company provide its shareholders with the opportunity to vote on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers as described in this Proxy Statement under Executive Compensation beginning on page 9, including the Compensation Discussion and Analysis and the accompanying tables and narrative disclosures.  This vote is commonly known as “say-on-pay.”

As described in the Compensation Discussion and Analysis, the goal of the Company’s executive compensation program is to facilitate the creation of long-term value for its shareholders by attracting and retaining superior senior management personnel, and motivate these executive officers to achieve desired Company and individual performance and to appropriately reward that performance, while aligning their interests with the long-term interests of the Company’s shareholders.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of the named executive officers, as well as the philosophy, policies and practices, all as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.  The vote is advisory, which means that the vote is non-binding on the Company, the Board of Directors and the Compensation Committee.

This proposal will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against it.

Accordingly, the Company asks its shareholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

The Board of Directors unanimously recommends that shareholders vote “FOR” approval of the compensation of the named executive officers as described in this Proxy Statement.



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ITEM 5—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY
VOTES ON EXECUTIVE COMPENSATION

The Dodd-Frank Act also enables shareholders, at least once every six years, to vote, on a non-binding, advisory basis, on the frequency of the advisory shareholder vote on the compensation of the named executive officers.  This proposal gives the Company’s shareholders the opportunity to advise the Board of Directors on how frequently they would like to cast an advisory vote on the compensation of the named executive officers: every one, two or three years.  Shareholders may also abstain from voting.

The vote is advisory, which means that the vote is non-binding on the Company, the Board of Directors and the Compensation Committee.  The Board of Directors and the Compensation Committee will take into account the outcome of the vote, however, when considering the frequency of future advisory votes on executive compensation.  The Board may decide that it is in the best interests of shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option receiving the most votes cast by shareholders.

The proxy card provides shareholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the recommendation of the Board of Directors.

The Board of Directors believes that an annual advisory vote on the compensation of the Company’s named executive officers is appropriate because this gives shareholders the most frequent opportunity to express their views on the Company’s executive compensation program and gives the Company the most immediate feedback on the design and operation of the program.

The Board of Directors unanimously recommends that shareholders vote “FOR” an annual advisory vote on the compensation of the Company’s named executive officers.

OTHER BUSINESS


If any other business properly comes before the Annual Meeting, your proxy may be voted by the persons named in it in the manner as they deem proper.


At this time, Managementmanagement does not know of any other business that will be presented at the Annual Meeting.

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PROPOSALS BY SHAREHOLDERS FOR PRESENTATION AT 20112012 ANNUAL MEETING


The Company plans to hold its 20112012 Annual Meeting on August 25, 2011.23, 2012. The Company’s bylaws provide that for business to be properly brought before thean Annual Meeting by a shareholder, in addition to other applicable requirements, the shareholder must give timely written notice to the Secretary at the principal office of the Company. To submit business at the 20112012 Annual Meeting, the notice must be received no later than April 28, 2011.2012. The shareholder’s notice must include:

the name and address of the shareholder, as they appear on the Company’s stock transfer books;


the class and number of shares of stock of the Company beneficially owned by the shareholder;

•
the name and address of the shareholder, as they appear on the Company’s stock transfer books;
•
the class and number of shares of stock of the Company beneficially owned by the shareholder;
•
a representation that the shareholder is a shareholder of record at the time the notice is given and intends to appear in person or by proxy at the meeting to present the business specified in the notice;
•
a brief description of the business desired to be brought before the meeting, including the complete text of any resolution to be presented and the reasons for wanting to conduct such business; and
•any interest that the shareholder may have in such business.

a representation that the shareholder is a shareholder of record at the time the notice is given and intends to appear in person or by proxy at the meeting to present the business specified in the notice;



a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented and the reasons for wanting to conduct such business; and

any interest that the shareholder may have in such business.

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The chairman of the Annual Meeting may dismiss any business that a shareholder attempts to bring before an Annual Meeting without complying with these procedures.

If the Company does not receive notice at its principal offices on or before May 17, 20112012 of a shareholder proposal for consideration at the 20112012 Annual Meeting, the proxies named by the Company’s Board of Directors with respect to that meeting shall have discretionary voting authority with respect to that proposal.


The procedures for nominating a director candidate for consideration by the Nominating and Governance Committee for the 20112012 Annual Meeting are discussed under “Procedures for Shareholder Recommendations of Director Nominees” on page 8.

9.


A proposal that any shareholder desires to have included in the Company’s proxy statement of the 20112012 Annual Meeting of Shareholdersshareholders must comply with the Securities and Exchange Commission’sSEC’s rules regarding shareholder proposals and be received by the Company no later than March 3, 2011.2012. The notice requirements for bringing business before the 20112012 Annual Meeting will be deemed satisfied by a shareholder if the shareholder complies with the SEC’s rules regarding shareholder proposals and that shareholder’s proposal is included in the Company’s proxy statement for the Annual Meeting.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDERS MEETING TO BE HELD ON AUGUST 26, 2010

25, 2011


The noticeNotice of Annual Meeting proxy statementof Shareholders, this Proxy Statement and the related form of Proxy and the Annual Report to Shareholders are availablemay be accessed on the SEC Reports page of the Company’s website at:

http://investor.shareholder.com/amwd/sec.cfm

sec.cfm.

By Order of the Board of Directors

Jonathan H. Wolk

Secretary


July 1, 2010

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2011


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APPENDIX A


AMERICAN WOODMARK CORPORATION

AMENDED AND RESTATED 2004 STOCK INCENTIVE

2011 NON-EMPLOYEE DIRECTORS EQUITY OWNERSHIP PLAN FOR EMPLOYEES


1.Purpose.Purpose.  The purpose of this Amended and Restated 2004 Stock Incentive2011 Non-Employee Directors Equity Ownership Plan for Employees (the “Plan”“Plan”) is to further the long-term stability and financial success of American Woodmark Corporation (the “Company”“Company”) by attracting and retaining employees through the use of stock incentive awards. It is believed thatto encourage ownership of Company Stock will stimulate the efforts of those employees upon whose judgment and interestsin the Company and its Subsidiaries are and will be largely dependent for the successful conductby non-employee members of its business. It is also believed that the incentive awards granted to such employees under this Plan will strengthen their desire to remain employed with the Company and its Subsidiaries and will further the identification of those employees’ interests with those of the Company and its Subsidiaries. The Plan is intended to operate in compliance with the provisions of Rule 16b-3.

2.Definitions.As used in the Plan, the following terms have the meanings indicated:

(a)“Act” means the Securities Exchange Act of 1934, as amended.

(b)“Applicable Withholding Taxes” means the aggregate amount of federal, state and local income and payroll taxes that the Company or appropriate Subsidiary is required to withhold in connection with any Incentive Award.

(c) “Board” means the Board of Directors of the Company.Company (the “Board

(d)“Change of Control” means the occurrence of any”), in order to promote long-term shareholder value and to provide non-employee members of the following events:

(i)Board with an incentive to continue as directors of the Company. The acquisitionPlan is intended to conform to the provisions of Rule 16b-3 of the Securities Exchange Act of 1934.


2.Administration

(a)General Powers.  Except for those powers expressly reserved by the Board, the Plan shall be administered by the Compensation Committee of the Board or any unrelated personsubcommittee thereof appointed by the Board to administer the Plan (the “Committee”); provided, however, that any such Committee shall be comprised of beneficial ownership (as that term is usedtwo or more directors of the Board, each of whom shall qualify as an “outside director” for purposes of the Act) of 50% or moreRule 16b-3 of the then outstanding sharesExchange Act.  Any powers to administer the Plan expressly reserved by the Board shall be exercised only by those members of common stockthe Board who are not employees of the Company or the combined voting powerany subsidiary of the then outstanding voting securitiesCompany.

(b)Types of Awards.  Grants of stock options (“Options”) under the Plan shall be as described in Section V, shares of restricted stock (“Restricted Shares”) as described in Section VI, stock appreciation rights (“SARs”) as described in Section VII, and restricted stock units (“RSUs”) as described in Section VIII.

(c)Specific Powers.  The Committee shall have all powers vested in it by the terms of the Plan, including, without limitation, the authority (within the limitations described herein) to prescribe the form of the agreement embodying awards of Options, Restricted Shares, SARs, and RSUs under the Plan, to construe the Plan, to determine all questions arising under the Plan, to adopt and amend rules and regulations for the administration of the Plan as it may deem desirable, and to establish and verify the extent of satisfaction of any conditions to exercisability or vesting as applicable to Options, Restricted Shares, SARs, and RSUs. Any decision of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. The Committee may act only by a majority of its members, except that members thereof may authorize any one or more of their number or any officer of the Company entitled to vote generallyexecute and deliver documents on behalf of the Committee. No member of the Committee shall be liable for anything done or omitted to be done by him or her or any other member of the Committee in connection with the Plan, except for such member’s own willful misconduct or as expressly provided by statute.

(d)Amendments of Outstanding Awards.  The Committee shall have the power and authority to amend outstanding awards under the Plan; provided, however, that, except as otherwise provided in the electionPlan, any such amendment that would reduce the amount of directors. The term “unrelated person” means any person other than (x)outstanding award or adversely change the Company and its Subsidiaries, (y) an employee benefit planterms or trust ofconditions thereof shall require the Company or its Subsidiaries, and (z) a person who acquires stock of the Company pursuant to an agreement with the Company that is approved by the Board in advance of the acquisition, unless the acquisition results in a Change of Control pursuant to subsection (ii) below. For purposes of this subsection, a “person” means an individual, entity or group, as that term is used for purposes of the Act.

(ii) Any tender or exchange offer, merger or other business combination, sale of assets or any combination ofaward holder’s consent.  Notwithstanding the foregoing, transactions,the Committee may unilaterally amend awards, without an award holder’s consent, as it deems appropriate to ensure compliance with applicable federal or state securities laws and to meet the Company is not the surviving corporation.

(iii) A liquidationrequirements of the Company.

(e)“Code” means the Internal Revenue Code of 1986, as amended. A referenceamended (the “Code”), and applicable regulations or other generally applicable guidance thereunder.


(e)Repricing Prohibited.  Without prior shareholder approval, the Committee is expressly prohibited from (i) lowering the exercise price of any Option or SAR after the date of grant; (ii) taking any other action that is treated as a repricing under generally accepted accounting principles; or (iii) cancelling an Option or SAR at a time when its exercise price (or, with respect to any provisionan SAR, the Fair Market Value (as defined in Section V.B. below) of the Code shall include reference to any successor or replacement provisionShares (as defined in Section IV below) covered by the SAR on the date of grant) exceeds the Fair Market Value of the Code.

(f)“Committee” meansunderlying Shares in exchange for any other award or cash, unless the Compensation Committeecancellation and exchange occurs in connection with a Corporate Event (as described in Section XI.B. below).  Adjusting the number of the Board,shares or exercise price with respect to an award as provided that, if any member of the Compensation Committee doesin Section XI.A. due to a stock split, stock dividend, extraordinary cash dividend, or other similar change in capitalization shall not or would not qualify as both an outside director for purposes of Code section 162(m) andbe deemed a non-employee director for purposes of Rule 16b-3, the Board shall designate the remaining members of the Compensation Committee (but not less than two members) as a subcommittee of the Compensation Committee to act as the Committeerepricing for purposes of the Plan.


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(g)“Company” means American Woodmark Corporation, a Virginia corporation.3.

(h)“Company Stock” means common stockEligibility.  Each individual who is not an employee of the Company no par value. In the event of a change in the capital structureor any subsidiary of the Company (asand who is a member of the Board shall be eligible to participate in this Plan.


4.Stock Subject to the Plan.  Subject to adjustment as provided in Section 14),XI, the maximum number of shares resulting from such a changeof the Company’s common stock (“Shares”) that may be issued upon exercise or vesting of Options, Restricted Shares, SARs, and RSUs granted pursuant to the Plan shall be deemed100,000.  Shares that have not been issued under the Plan allocable to Options, Restricted Shares, SARs, and RSUs and portions thereof that expire, lapse, forfeit or otherwise terminate unexercised may again be Company Stock withinsubject to a new award under the meaningPlan.  Any Shares tendered or exchanged by a director as full or partial payment to the Company of the exercise price under an Option shall not be available for issuance, subjected to new awards or otherwise used to increase the number of Shares available for awards under the Plan. The cash proceeds from Option exercises shall not be used to repurchase Shares on the open market for reuse under the Plan.  SARs issued under the Plan that may be settled in Shares shall reduce the number of Shares available for awards under the Plan by the number of Shares equal to the number of such SARs that are issued.  Awards under the Plan that may only be settled in cash shall not reduce the number of Shares available for awards under the Plan.


(i)“Date5.Options.

(a)Non-Statutory Stock Options.  All Options granted under the Plan shall be non-statutory in nature and shall not be entitled to special tax treatment under Section 422 of Grant” meansthe Code.

(b)Option Exercise Price.  The exercise price of each Option shall not be and shall never become less than the Fair Market Value of the Shares subject to such Option on the date on which the Committee grants an Incentive Award, or such later date specified by the Committee as the date as of which the grantOption is granted. “Fair Market Value” for purposes of the Incentive Award is to be effective.

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(j)“Disability” or“Disabled” shall mean permanent and total disability, unless otherwise defined in an Incentive Award agreement. The Committee shall determine whether a Disability exists, and such determination shall be conclusive.

(k)“Fair Market Value”Plan means the closing price per share of the Company StockShares on the NASDAQ NationalGlobal Market. Fair Market Value shall be determined as of the applicable date specified in the Plan or, if there are no trades on such date, the value shall be determined as of the last preceding day on which the Company Stock isShares were traded.


(l)“Incentive Award”means (i) a grant(c)Grant of Restricted Stock, (ii) a grant of a Non-statutory StockOptions.  Each Option (iii) a grant of a Stock Appreciation Right, (iv) a grant of Restricted Stock Units or (v) a combination thereof.

(m)“Mature Shares” means shares of Company Stock for which the holder thereof has good title, free and clear of all liens and encumbrances.

(n)“Non-statutory Stock Option” means an Option that does not meet the requirements of Code section 422, or, even if meeting the requirements of Code section 422, is not intended to be an incentive stock option and is so designated. All Options granted under the Plan shall be Non-statutory Stock Options.

(o)“Option” meansevidenced by a rightwritten agreement in such form as the Committee shall from time to purchase Company Stock granted undertime approve, which agreement shall comply with and be subject to the Plan, at a price determined in accordance withfollowing terms and conditions:


(i)Option Grant Date.  The Committee shall have the Plan.

(p)“Participant” means any employeediscretion to grant Options to each director of the Company or a Subsidiary who receives an Incentive Award undermeets the Plan.

(q)“Performance Criteria” means any of the following areas of performance of the Company or any Subsidiary: asset growth; combined net worth; debt to equity ratio; earnings per share (before or after income taxes and other adjustments); revenues; operating income; operating cash flow; net income, before or after income taxes; or return on total capital, equity, revenue or assets.

(r)“Performance Goal”means an objectively determinable performance goal established by the Committee with respect to a given grant of Restricted Stock or Restricted Stock Units that relates to one or more Performance Criteria.

(s) [Intentionally Omitted].

(t) [Intentionally Omitted].

(u)“Restricted Stock” means a share of Company Stock that is granted pursuant to the terms of Section 6 and that is subject to the restrictions set fortheligibility conditions described in Section 6.

(v)“RestrictedStock Unit” means the right to receive a share of Company Stock (or the value thereof in cash) in the future granted pursuant to the terms of Section 7.

(w) “Rule 16b-3” means Rule 16b-3 of the Securities and Exchange Commission promulgated under the Act. A reference in the Plan to Rule 16b-3 shall include a reference to any corresponding rule (or number redesignation) of any amendments to Rule 16b-3 enacted afterIII on the effective date of the Plan’s adoption.

(x)“Stock Appreciation Right” means a right to receive an amount representing the increasePlan (as described in Fair Market Value of Company Stock from the Date of Grant to the date of exercise, in accordance with Section 10 hereof.

(y)“Subsidiary” means any corporation of which the Company owns at least 50 percent of the combined voting power of all classes of stockXII), or whichwho is in a chain of corporations with the Company in which stock possessing at least 50% of the combined voting power of all classes of stock is owned by onenewly appointed or more corporations in the chain.

(z)“Taxable Year” means the fiscal period usedelected by the Company for reporting taxes on income underCompany’s shareholders after the Code.

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3.General.The following types of Incentive Awards may be granted under the Plan: Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, and Stock Appreciation Rights.

4.Stock.

(a) SubjectPlan’s effective date to Section 14 of the Plan, there shall be reserved for issuance under the Plan (i) the two million (2,000,000) shares of Company Stock originally authorized under the Plan, increased by (ii) an additional one million (1,000,000) shares of Company Stock, for an aggregate total of three million (3,000,000) shares of Company Stock, which shall be authorized but unissued shares; with such aggregate total then reduced by (iii) the total number of shares of Company Stock previously issued under the American Woodmark Corporation 2004 Stock Incentive Plan for Employees, originally effectiveserve as of August 1, 2004, prior to its restatement effective August 1, 2006 (the “Pre-Restatement Plan”), and (iv) the total number of shares of Company Stock subject to outstanding awards under the Pre-Restatement Plan that have not expired, forfeited, lapsed or otherwise terminated unexercised. Shares allocable to Incentive Awards, or portions thereof granted under the Plan or the Pre-Restatement Plan that expire, are forfeited, lapse or otherwise terminate unexercised may again be subjected to an Incentive Award under the Plan. Shares of Company Stock that are withheld from Incentive Award shares under the Plan or Pre-Restatement Plan in satisfaction of the exercise price of an Incentive Award or in satisfaction of Applicable Withholding Taxes shall not be subjected to a new Incentive Award under the Plan. Mature Shares delivered to the Company or a Subsidiary in satisfaction of the exercise price of an Incentive Award under the Plan or Pre-Restatement Plan or in satisfaction of Applicable Withholding Taxes shall not be used to increase the authorized share reserve or otherwise subjected to an Incentive Award under the Plan. The cash proceeds from Option exercises shall not be used to repurchase Company Stock on the open market for reuse under the Plan.

(b) The Committee is expressly authorized to grant Incentive Awards to a Participant conditioned upon the surrender for cancellation of Incentive Awards previously granted to such Participant under the Plan or Pre-Restatement Plan. However, the Committee is expressly prohibited from granting a new Option if the exercise price of the new Option is or could ever become less than 100% of the Fair Market Value of a share of Company Stock as of the new Date of Grant.

(c) No more than 100,000 shares of Company Stock may be allocated to the Incentive Awards that are granted to any individual Participant during any single Taxable Year.

5.Eligibility.

(a) All present and future employeesdirector of the Company orand who meets the eligibility conditions described in Section III, to purchase a Subsidiary (whether now existing or hereafter created or acquired) whomnumber of Shares, such number to be determined by the Committee determines to have contributed or who can be expected to contribute significantly to the Company or a Subsidiary shall be eligible to receive Incentive Awards under the Plan.in its sole and absolute discretion. The Committee shall have the powerdiscretion to grant additional Options to each eligible director annually thereafter on the anniversary date of his or her first Option grant, or at such other dates and completetimes as the Committee may determine in its sole and absolute discretion, to purchase any additional numbers of Shares.


(ii)Non-Transferability of Options.  An Option shall not be transferable by the optionee otherwise than by will or by the laws of descent and distribution; and an Option shall be exercised during the lifetime of the optionee only by him or her. An Option transferred by will or by the laws of descent and distribution may be exercised by the optionee’s personal representative within one year of the date of the optionee’s death to the extent the optionee could have exercised the Option on the date of his or her death, but in no event later than the expiration date of the Option set forth in the Option agreement. No Option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his or her lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

(iii)Exercise of Options.  An Option shall be exercisable in accordance with the vesting schedule set forth by the Committee in the Option award agreement.  Unless otherwise provided by the Committee in the Option award agreement, an Option shall be exercisable as to one-third of the number of Shares on the first anniversary of the date on which it was granted, and as to an additional one-third of the number of Shares on each succeeding anniversary until fully exercisable.  The Committee may provide in the Option award agreement for the acceleration of vesting on such events, including the director’s death,

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disability or retirement or the actual occurrence of a change of control of the Company, as the Committee deems appropriate.  No Option may be exercised:

(A)before the Plan is approved by shareholders of the Company;

(B)after the expiration of up to ten (10) years from the date the Option is granted as specified by the Committee in the optionee’s stock option agreement; provided, however, that each Option shall be subject to termination before its date of expiration as hereinafter provided;

(C)except by written notice to the Company at its principal office, stating the number of Shares the optionee has elected to purchase, accompanied by payment in cash and/or by delivery to the Company of Shares (valued at fair market value on the date of exercise) in the amount of the full Option exercise price for the Shares acquired thereunder, and/or by such other method of payment as the Committee may approve in its discretion (including a cashless or broker-assisted cashless exercise, to the extent permitted by applicable law); and

(D)more than three (3) months after the date the optionee ceases to be a director of the Company, to the extent then exercisable, but subject to the provisions of subsection B above.
(iv)No Shareholder’s Rights Under Options.  An optionee shall have no rights as a shareholder with respect to Shares covered by his or her Options until the date of exercise of the Option, and, except as provided in Section 15, to select eligible employees to receive Incentive Awards and to determineXI, no adjustment will be made for each employeedividends or other rights for which the terms and conditions of each Incentive Award.

(b) The grant of an Incentive Award shall not obligate the Company or any Subsidiary to pay an employee any particular amount of remuneration, to continue the employment of the employee after the grant or to make further grantsrecord date is prior to the employee atdate of such exercise.


(d)Modifications Generally Prohibited.  No modification (within the meaning of U.S. Treasury Regulations Section 1.409A-1(b)(5)(v)(B)) shall be made with respect to any time thereafter.

Option if the modification would result in the Option constituting a deferral of compensation, and no extension (within the meaning of U.S. Treasury Regulations Section 1.409A-1(b)(5)(v)(C)) shall be made with respect to any Option if the extension would result in the Option having an additional deferral feature from the date of grant, in each case without the optionee’s consent.


6.Restricted Stock AwardsShares.


(a)Grant.  The Committee mayshall have the discretion to make grants of Restricted StockShares to Participants.each director of the Company who meets the eligibility requirements of Section III. Whenever the Committee deems it appropriate to grant Restricted Stock,Shares, notice shall be given to the Participantdirector stating the number of shares of Restricted StockShares granted and the terms and conditions to which the Restricted Stock isShares are subject. This notice, when duly accepted in writing by the Participant,director, shall become the award agreement between the Company and the Participant.director. Restricted StockShares may be awarded by the Committee in its discretion without receipt of consideration from Participants.

recipient directors.


(b)Non-transferability.  No shares of Restricted StockShares may be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such shares as set forth in the Participant’sdirector’s award agreement (which may include rights of repurchase) have lapsed or been removed pursuant to subsection (d) or (e) below.

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(c)Shareholder Rights.  Upon the acceptance by a Participantdirector of an award of Restricted Stock,Shares, such Participantdirector shall, subject to the restrictions set forth in subsection (b) above, have all the rights of a shareholder with respect to such shares of Restricted Stock,Shares, including, but not limited to, the right to vote such shares of Restricted StockShares and the right to receive all dividends and other distributions paid thereon. With respect to dividends,Unless otherwise provided in the Restricted Share award agreement, shall specify that (i) any dividends or other distributions payable to the director with respect to any outstanding shares ofhis or her Restricted Stock that are payableShares (i) in Company StockShares shall be subject to the same restrictions as apply to the underlying shares of Restricted Stock;Shares, and (ii) any dividends or other distributions payable in cash shall automatically be paid toreinvested in additional Restricted Shares (based on the Company, andFair Market Value per share of the Company shall credit such dividends, without interest, to an unfunded bookkeeping account forShares on the Participant,date on which account shall bethe cash dividend is paid), subject to the same restrictions as apply to which the underlying shares of Restricted Stock are subject, and which shall be distributable in cash upon and to the extent of the lapsing or removal of such restrictions, or forfeitable (as the case may be) upon and to the extent the underlying shares of Restricted Stock are forfeited, subject to Code section 409A. Such bookkeeping account shall be paid, if at all, from the general assets of the Company, and the Participant’s right to receive any amounts credited to such account shall be solely that of an unsecured general creditor of the Company.Shares. Certificates representing Restricted StockShares shall bear a legend referring to the restrictions set forth in the Plan and the Participant’sdirector’s award agreement. If shares of Restricted Stock areShares may also be issued without certificates, notice of the restrictions set forth in the Plan and the Participant’s award agreement must be givenbook entry or uncertificated form with appropriate instructions to the shareholder in the manner required by law.

Company’s transfer agent.


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(d)Terms and Conditions.  The Committee shall establish as to each award of Restricted StockShares the terms and conditions upon which the restrictions set forth in subsection (b) above shall lapse. The terms and conditions shall provide that the minimum restriction period for non-performance-based Restricted Stock shall be three (3) years and the minimum restriction period for performance-based Restricted Stock shall be one (1) year. TheSuch terms and conditions may include, without limitation, the achievement of a Performance Goal to the extent that the award is intended to comply with the requirements of Code section 162(m). Such terms and conditions may also include, or the Committee may provide for, the whole or partial lapsing of such restrictions as a result of the disability, death or retirement of the Participantdirector or the actual occurrence of a Changechange of Control.

control of the Company.


(e)Acceleration; Forfeiture.  Notwithstanding the provisions of subsection (b) above, the Committee may at any time, in its sole discretion, accelerate the time at which any or all restrictions will lapse or remove any and all such restrictions, subject to the achievement of any Performance Goal if the award is intended to comply with the requirements of Code section 162(m);restrictions; provided, however, that any such acceleration or removal must in any event occur before the shares of Restricted StockShares shall have been forfeited in accordance with the terms of the Participant’sdirector’s award agreement.

(f) Each Participant


7.Stock Appreciation Rights.
(a)Grant.  The Committee may, in its sole discretion, award to a director who meets the criteria for eligibility in Section III one or more SARs. SARs may be granted separately from, in combination with or in tandem with an award of Options. The Committee shall agreeestablish as to each award of SARs the terms and conditions to which the SARs are subject; provided, however, that the following terms and conditions shall apply:

(i)A SAR shall entitle the recipient director, upon exercise of the SAR, to receive in exchange an amount equal to the excess of (i) the Fair Market Value on the date of exercise of the SAR of Shares covered by the surrendered SAR, over (ii) the Fair Market Value on the date of grant of the SAR of Shares covered by the surrendered SAR. The Committee may limit the amount that the director will be entitled to receive upon exercise of a SAR.

(ii)A SAR may only be exercised at a time when the Fair Market Value of Shares covered by the SAR exceeds the Fair Market Value of Shares on the date of grant of the SAR. The SAR may provide for payment in Shares or cash, or a fixed combination of Shares and cash, or the Committee may reserve the right to determine the manner of payment at the time the SAR is exercised.

(iii)A director shall have no rights as a shareholder with respect to any Shares in which his or her Restricted StockSAR award may be payable until the date of payment of such Shares, and, except as provided in Section XI, no adjustment will be made for dividends or other rights for which the record date is granted, and as a condition thereof, to payprior to the Company, or make arrangements satisfactorydate of such payment.

(iv)In addition to the Company regardingabove, the paymentfollowing additional terms and conditions shall apply to any SAR granted in tandem with an Option. A SAR granted in tandem with an Option:

(A)shall be granted contemporaneously with the related Option;

(B)may be exercised only if and to the Company of, Applicable Withholding Taxes. Until such amount has been paid or arrangements satisfactory extent the related Option is exercisable; and

(C)to the Company have been made, no stock certificate free ofextent a legend reflectingSAR granted in tandem with an Option is exercised, the restrictions set forth in subsection (b) aboverelated Option shall be issued to such Participant. If Restricted Stock is being issued to a Participant withoutcancelled and the useShares represented by the Option shall no longer be available for awards under the Plan.

(b)Modifications of a stock certificate,SARs Generally Prohibited.  No modification (within the restrictions set forth in subsection (b) above shall be communicated to the Participant in the manner required by law. As an alternative to making a cash payment to the Company to satisfy Applicable Withholding Taxes, if the grant so provides, the Participant may elect to (i) deliver Mature Shares or (ii) have the Company retain that numbermeaning of shares of Company Stock that would satisfy all or a specified portion of the Applicable Withholding Taxes. Any such electionU.S. Treasury Regulations Section 1.409A-1(b)(5)(v)(B)) shall be made onlywith respect to any SAR if the modification would result in accordancethe SAR constituting a deferral of compensation, and no extension (within the meaning of U.S. Treasury Regulations Section 1.409A-1(b)(5)(v)(C)) shall be made with procedures established byrespect to any SAR if the Committee. The Committee hasextension would result in the express authority to change at any time any such election procedures.

SAR having an additional deferral feature from the date of grant, in each case without the SAR holder’s consent


7.8.Restricted Stock Unit Awards.


(a)Grant.

(i)The Committee may make grants of Restricted Stock UnitsRSUs to Participants.directors. Whenever the Committee deems it appropriate to grant Restricted Stock Units,RSUs, notice shall be given to the Participantdirector stating the number of Restricted Stock UnitsRSUs granted and the terms and conditions to which the Restricted Stock UnitsRSUs are subject. This notice, when duly accepted in writing by the Participant,director, shall become the award agreement between the Company and the Participant.

(b) Restricted Stock Unitsdirector.

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(ii)RSUs may be payable in shares of Company StockShares or in cash or in any combination thereof, or the Committee may reserve the right in the award agreement to determine the medium of payment at the time of payment. A cash payment of a Restricted Stock UnitRSU shall be equal to the Fair Market Value of a share of Company StockShare as of the date of payment. Delivery of Company StockShares in payment of Restricted Stock UnitsRSUs may be subject to additional conditions established in the award agreement.

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(c)


(b)Terms and Conditions.  The Committee shall establish as to each award of Restricted Stock UnitsRSUs the terms and conditions upon which the Restricted Stock UnitsRSUs shall vest and be paid. Vesting may be conditioned on the continued performance of services or the achievement of performance conditions measured on an individual, corporate or other basis, or any combination thereof. The minimum vesting period for non-performance-based Restricted Stock Units shall be three (3) yearsSuch terms and the minimum restriction period for performance-based Restricted Stock Units shall be one (1) year. The vesting conditions may include, the achievement of a Performance Goal to the extent that the award is intended to comply with the requirements of Code section 162(m). Such conditions may also include, or the Committee may provide for, the whole or partialwithout limitation, accelerated vesting of such award as a result of the disability, death, or retirement of the Participantdirector or the actual occurrence of a Changechange of Control.

(d)control of the Company.


(c)Non-transferability.  A Participant’sdirector’s rights under a Restricted Stock UnitRSU award may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or otherwise disposed of, other than by will or the laws of descent and distribution.

(e)


(d)Shareholders Rights.  A Participantdirector shall not have any of the rights of a shareholder with respect to an award of Restricted Stock UnitsRSUs unless and until shares of Company StockShares are issued to the Participantdirector pursuant to such award and all requirements with respect to the issuance of such sharesShares have been satisfied.

(f)


(e)Dividend Equivalent.  The Committee may, in its discretion, provide that a Participantdirector shall be entitled to receive dividend equivalents on outstanding Restricted Stock Units. DividendRSUs. Unless otherwise provided in the RSU award agreement, dividend equivalents shall be credited to the Participantdirector as additional Restricted Stock Units,RSUs, subject to the same restrictions as the Restricted Stock UnitsRSUs with respect to which the dividend equivalents are paid.  DividendsThe number of additional RSUs credited with respect to dividend equivalents for dividends or other distributions paid in Company Stock shall be converted into additional Restricted Stock Units on a share-per-share basis. Dividends or other distributionsthat are paid in cash shall be converted into additional Restricted Stock Unitsdetermined by dividing the amountaggregate cash value of the dividend or other distribution to which the Participant is entitledequivalents by the Fair Market Value of a share of Company Stock on the dividend payment date.

(g) Whenever payments under Restricted Stock Units are to be made in cash to


9.Termination.  The Plan shall terminate upon the earlier of:

(a)The adoption of a Participant who is an employee, the Company (or, if the Participant is employed by a Subsidiary, the Subsidiary) (hereinafter the “Employer”) will withhold therefrom an amount sufficient to satisfy any Applicable Withholding Taxes. Each Participant who is an employee shall agree as a condition of receiving Restricted Stock Units payable in the form of Company Stock to pay to his Employer, or make arrangements satisfactory to his Employer regarding the payment to his Employer of, Applicable Withholding Taxes. Until the amount has been paid or arrangements satisfactory to the Employer have been made, no stock certificate or other evidenceresolution of the shares shall be issued toBoard terminating the Participant. Payment to the Employer in satisfaction of Applicable Withholding Taxes may be in cash. As an alternative to making a cash payment to the Employer to satisfy Applicable Withholding Taxes, if the CommitteePlan; or the award agreement so provides, the Participant may elect to (i) deliver Mature Shares or (ii) have the Employer retain that number of shares of Company Stock that would satisfy all or a specified portion of the Applicable Withholding Taxes. Any such election shall be made only in accordance with procedures established by the Committee. The Committee has the express authority to change at any time any such election procedures.


8.Stock Options.(b)

(a) The Committee may make grants of Options to eligible employees. Whenever the Committee deems it appropriate to grant Options, notice shall be given to the Participant stating the number of shares for which Options are granted, the Option price per share, and the conditions to which the grant and exercise of the Options are subject. This notice, when duly accepted in writing by the Participant, shall become the stock option agreement between the Company and the Participant.

(b) The exercise price per share of Company Stock covered by an Option shall not be or ever become less than 100% of the Fair Market Value of such share on the Date of Grant.

(c) Options may be exercised in whole or in part at such times as may be specified by the Committee in the Participant’s stock option agreement. The Committee may impose such vesting conditions and other requirements as the Committee deems appropriate, and the Committee may include such provisions regarding Change of Control as the Committee deems appropriate.

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(d) [Intentionally Omitted].

(e) Modification of Options Generally Prohibited.

(i) Notwithstanding any provision of this Plan or any stock option agreement to the contrary, no Modification shall be made in respect to any Option, if such Modification would result in the Option constituting a deferral of compensation or having an additional deferral feature within the meaning of Prop. Treas. Regs. § 1.409A-1(b)(5)(v)(A) or any successor provision.

(ii) Subject to subsection (iii), a “Modification” for purposes of subsection (i) shall mean any change in the terms of the Option (or change in the termsAugust 31, 2015.  No termination of the Plan or applicable stock option agreement) that may provide the holder of the Option with a direct or indirect reduction in the exercise price of the Option, or an additional deferral feature, or an extension or renewal of the Option, regardless of whether the holder in fact benefits from the change in terms. An extension of an Option refers to the granting to the holder of an additional period of time within which to exercise the Option beyond the time originally prescribed. A renewal of an Option is the granting by the Company of the same rights or privileges contained in the original Option on the same termsshall materially and conditions.

(iii) Notwithstanding subsection (ii), it is not a Modification to change the terms of an Option inadversely affect any of the ways or for any of the purposes specifically described in Prop. Treas. Regs. § 1.409A-1(b)(v), or any successor provision, as not resulting in a modification, extension or renewal of a stock right, or the granting of a new stock right, for purposes of that section.

9.Method of Exercise of Options.

(a) Options may be exercised by the Participant giving written notice of the exercise to the Company, stating the number of shares the Participant has elected to purchase under the Option. Such notice shall be effective only if accompanied by the exercise price in full in cash; provided, however, that if the terms of an Option so permit, the Participant may (i) deliver Mature Shares (valued at their Fair Market Value) in satisfaction of all or any part of the exercise price, (ii) cause to be withheld from the Option shares, shares of Company Stock (valued at their Fair Market Value) in satisfaction of all or any part of the exercise price, or (iii) deliver a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company, from the sale or loan proceeds with respect to the sale of Company Stock or a loan secured by Company Stock, the amount necessary to pay the exercise price.

(b) The Company may place on any certificate representing Company Stock issued upon the exercise of an Option any legend deemed desirable by the Company’s counsel to comply with federal or state securities laws, and the Company may require a customary written indication of the Participant’s investment intent. Until the Participant has made any required payment, including any Applicable Withholding Taxes, and has had issued a certificate for the shares of Company Stock acquired, he or she shall possess no shareholder rights with respect to the shares.

(c) Each Participant shall agree as a condition of the exercise of an Option to pay to the Company or appropriate Subsidiary, or make arrangements satisfactory to the Company or appropriate Subsidiary regarding the payment to the Company or appropriate Subsidiary of, Applicable Withholding Taxes. Until such amount has been paid or arrangements satisfactory to the Company or appropriate Subsidiary have been made, no stock certificate shall be issued upon the exercise of an Option.

(d) As an alternative to making a cash payment to the Company or appropriate Subsidiary to satisfy Applicable Withholding Taxes, if the Participant’s option agreement so provides, the Participant may elect to (i) deliver Mature Shares (valued at their Fair Market Value) in an amount necessary to satisfy all or a specified portion of Applicable Withholding Taxes; (ii) have the Company or appropriate Subsidiary retain that number of shares of Company Stock (valued at their Fair Market Value) necessary to satisfy all or a specified portion of the Applicable Withholding Taxes; or (iii) in the case of a transaction described in subsection (a)(iii) above, instruct the broker to deliver, from the sale or loan proceeds, the amount necessary to satisfy all or a specified portion of the Applicable Withholding Taxes.

(e) [Intentionally Omitted].

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10.Stock Appreciation Rights.

(a) The Committee may, in its sole discretion, award to a Participant one or more Stock Appreciation Rights. Stock Appreciation Rights may be granted separately from, in combination with or in tandem with an award of Options. The Committee shall establish as to each award of Stock Appreciation Rights the terms and conditions to which the Stock Appreciation Rights are subject; provided, however, that the following terms and conditions shall apply:

(i) A Stock Appreciation Right shall entitle the Participant, upon exercise of the Stock Appreciation Right, to receive in exchange an amount equal to the excess of (i) the Fair Market Value on the date of exercise of Company Stock covered by the surrendered Stock Appreciation Right over (ii) the Fair Market Value on the Date of Grant of the Stock Appreciation Right of Company Stock covered by the surrendered Stock Appreciation Right. The Committee may limit the amount that the Participant will be entitled to receive upon exercise of a Stock Appreciation Right.

(ii) A Stock Appreciation Right may only be exercised at a time when the Fair Market Value of Company Stock covered by the Stock Appreciation Right exceeds the Fair Market Value of Company Stock on the Date of Grant of the Stock Appreciation Right. The Stock Appreciation Right may provide for payment in Company Stock or cash, or a fixed combination of Company Stock and cash, or the Committee may reserve the right to determine the manner of payment at the time the Stock Appreciation Right is exercised.

(iii) A Participant shall have no rights as a shareholder with respect to any shares of Company Stock in which his or her Stock Appreciation Right may be payable until the date of payment of such shares, and, except as provided in Section 14, no adjustment will be made for dividends or other rights for which the record date is prior to the date of such payment.

(iv) Each Participant shall agree as a condition of the exercise of a Stock Appreciation Right to pay to the Company or appropriate Subsidiary, or make arrangements satisfactory to the Company or appropriate Subsidiary regarding the payment to the Company or appropriate Subsidiary of, Applicable Withholding Taxes. Until such amount has been paid or arrangements satisfactory to the Company or appropriate Subsidiary have been made, no stock certificate shall be issued upon the exercise of a Stock Appreciation Right.

(v) In addition to the above, the following additional terms and conditions shall apply to any Stock Appreciation Right granted in tandem with an Option. A Stock Appreciation Right granted in tandem with an Option:

(A) shall be granted contemporaneously with the related Option;

(B) may be exercised only if and to the extent the related Option is exercisable; and

(C) to the extent a Stock Appreciation Right granted in tandem with an Option is exercised, the related Option shall be cancelled and the shares of Company Stock represented by the Option shall no longer be available for Awards under the Plan.

(b) Modification of Stock Appreciation Rights Generally Prohibited.

(i) Notwithstanding any provision of this Plan or any Stock Appreciation Right agreement to the contrary, no Modification shall be made in respect to any Stock Appreciation Right, if such Modification would result in the Stock Appreciation Right constituting a deferral of compensation or having an additional deferral feature within the meaning of Prop. Treas. Regs. § 1.409A-1(b)(5)(v)(A) or any successor provision.

(ii) Subject to subsection (iii), a “Modification” for purposes of subsection (i) shall mean any change in the terms of the Stock Appreciation Right (or change in the terms of the Plan or applicable Stock Appreciation Right agreement) that may provide the holder of the Stock Appreciation Right with a direct or indirect reduction in the exercise price of the Stock Appreciation Right, or an additional deferral feature, or an extension or renewal of the Stock Appreciation Right, regardless of whether the holder in fact benefits from the change in terms. An extension of a Stock Appreciation Right refers to the granting to the holder of an additional period of time within which to exercise the Stock Appreciation Right beyond the time originally prescribed. A renewal of a Stock Appreciation Right is the granting by the Company of the same rights or privileges contained in the original Stock Appreciation Right on the same terms and conditions.

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(iii) Notwithstanding subsection (ii), it is not a Modification to change the terms of a Stock Appreciation Right in any of the ways or for any of the purposes specifically described in Prop. Treas. Regs. § 1.409A-1(b)(v), or any successor provision, as not resulting in a modification, extension or renewal of a stock right, or the granting of a new stock right, for purposes of that section.

11.Effective Date of the Plan.The Pre-Restatement Plan was originally effective August 1, 2004. The effective date of the amended and restated Plan is August 1, 2006. The Plan shall be submitted to the shareholders of the Company for approval. Until (i) the Plan has been approved by Company’s shareholders, and (ii) the requirementsobligations of any applicable federalindividual under any Option, Restricted Share, SAR, or state securities laws have been met, no OptionRSU award previously granted under the Plan, shall be exercisable andwithout his or her consent.


10.No Right to Continue as a Director.  In no Company Stockevent shall be issued under the Plan.

12.Nontransferability of Incentive Awards.In general, Incentive Awards, by their terms, shall not be transferable by the Participant except by will or by the laws of descent and distribution. Incentive Awards shall be exercisable, during the Participant’s lifetime, only by the Participant or by his guardian or legal representative.

13.Termination, Modification, Change.

(a) If not sooner terminated by the Board, this Plan shall terminate at the close of business on July 31, 2016. No Incentive Awards shall be granted under the Plan, after its termination. The Board may amend or terminate the Plan in such respects as it shall deem advisable; provided that, if and to the extent required by the Code, no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Incentive Awards granted under the Plan (except pursuant to Section 14), materially modifies the requirements as to eligibility forany director’s participation in the Plan, any director’s receipt of an Option, Restricted Share, SAR, or materially increases the benefits accruing to ParticipantsRSU award under the Plan unless such change is authorized by the shareholders of the Company. Notwithstanding the foregoing, the Board may unilaterally amendor any other action taken under the Plan and Incentive Awards with respect to Participants as it deems appropriate to ensure compliance with Rule 16b-3 and to cause the Incentive Awards to meet the applicable requirementsconstitute or be evidence of the Code and regulations thereunder. Except as provided in the preceding sentence, a terminationany agreement or amendment of the Plan shall not, without the consent of the Participant, adversely affect a Participant’s rights under an Incentive Award previously granted to himunderstanding, express or her.

(b) Notwithstanding the provisions of subsection (a) above, this subsection (b) will apply if the Company is involved in any merger or similar transactionimplied, that the Company intends to treatwill retain any individual as a “poolingdirector for any period of interest” for financial reporting purposes. In such a case, the Committee may amend the terms of any Incentive Award or of the Plan to the extent that the Company’s independent accountants determine that such terms would preclude the use of “pooling of interest” accounting. The authority of the Committee under this subsection (b) to amend the terms of any Incentive Award or of the Plan includes, without limitation, the right (i) to rescind or suspend any terms that are contingent on a Change in Control, such as the acceleration of vesting or provisions for special payments to an optionee or participant; (ii) to modify Incentive Awards to comply with prior practices of the Company as to terms of Incentive Awards; (iii) to provide for payment to the optionee of Company Stock or stock of the other party to the transaction equal to the fair value of the Incentive Award; and (iv) to suspend any provisions for payment of an Incentive Award in cash. The authority of the Committee under this section may be exercised in the Committee’s sole and complete discretion.

time.


14.Change11.Changes in Capital Structure; Corporate Events.

(a)Changes in Capital Structure.

(a)  In the event of aany merger, consolidation, reorganization, recapitalization, stock dividend, stock split or combination of shares, recapitalization or merger in which the Company is the surviving corporation or other change in the Company’s capital stock (including, but not limited to,corporate structure or capitalization affecting the creation or issuance to shareholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company),Shares, the number and kind of shares of stock or securities of the Company toShares that may be subject toissued under the Plan, and to Incentive Awards then outstanding or to be granted thereunder, the maximum number of sharesShares subject to, or securities which may be delivered under the Plan, the maximum number of shares or securities that can be granted to an individual Participant under Section 4, the exercise price and other terms and relevant provisions of Incentive Awardsper Share under, any outstanding Option, Restricted Share, SAR, or RSU award, shall be proportionately adjusted byautomatically so that the Committee, whose determinationproportionate interest of the director shall be binding on all persons. Ifmaintained as before the occurrence of such event. With respect to such an adjustment to an outstanding Option or SAR with a corresponding adjustment in the Option or SAR exercise price per Share, the adjustment would produce fractional shares with respect to any Incentive Award or a fractional centshall be made without change in the total Option or SAR exercise price of any unexercised Option, the Committee shall round down the number of shares covered by the Incentive Award andapplicable to the nearest whole shareunexercised portion of the Option or SAR, and round upany such adjustment shall be conclusive and binding for all purposes of the exercise price of any unexercised Option toPlan.


(b)Corporate Events.  In the nearest whole cent.

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(b) Ifevent the Company is a party to a consolidation or a merger in which the Company is not the surviving corporation (or a reverse merger in which the Company is the surviving corporation, but in which the Shares outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise), a transaction that results in the acquisition of substantially alla majority of the Company’s outstanding stockShares by a single person or entity,group, or a sale or transfer of substantially all of the Company’s assets occurs (in any such case, a “Corporate Event”), then the Committee may take suchany actions with respect to outstanding Incentive Awardsawards as it deems appropriate, consistent with applicable provisions of the Committee deems appropriate.

(c) Notwithstanding anything in the Plan to the contrary, theCode and any applicable federal or state securities laws.  The Committee may take the foregoing actions without the consent of any Participant,Plan participant, and the Committee’sits determination shall be conclusive and binding on all persons and for all purposes.

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15.Administration12.Effective Date of the Plan.Plan

(a) Subject.  The Plan shall be effective on the date of its adoption by the shareholders of the Company.


13.Amendment of the Plan.  The Board may suspend or discontinue the Plan or revise or amend the Plan in any respect; provided, however, that without approval of the shareholders of the Company, no revision or amendment shall increase the number of Shares subject to the Plan (except as provided in Section XI), expand the class of persons eligible to participate in the Plan or otherwise materially amend the Plan within the meaning of applicable NASDAQ rules.

14.Notice.  Any written notice to the Company required by any of the provisions of Rule 16b-3, the Plan shall be administered byaddressed to the Committee. The Committee shall have general authority to impose any limitation or condition upon an Incentive Award as the Committee deems appropriate to achieve the objectivesTreasurer of the Incentive Award and the Plan and, without limitation and in addition to powers set forth elsewhere in the Plan, shall have the power and complete discretion to determine: (i) which eligible employees shall receive Incentive Awards and the time or times when Incentive Awards shall be granted; (ii) whether all or any part of an Incentive Award shall be accelerated upon a Change of Control; (iii) the number of shares of Company Stock to be covered by each Incentive Award; (iv) whether an Incentive Award shall become vested over a period of time and when it shall be fully vested; (v) when Options may be exercised; (vi) whether a Disability exists; (vii) the manner in which payment will be made upon the exercise of Options; (viii) conditions relating to the length of time before disposition of Company Stock received upon the exercise of Options is permitted; (ix) whether to authorize a Participant (A) to deliver Mature Shares to satisfy Applicable Withholding Taxes or (B) to have the Company or appropriate Subsidiary withhold from the shares to be issued upon the exercise of an Option number of shares necessary to satisfy Applicable Withholding Taxes; (x) the terms and conditions applicable to Restricted Stock and Restricted Stock Unit awards, including the establishment of Performance Goals; (xi) the terms and conditions on which restrictions upon Restricted Stock shall lapse or be removed and on which Restricted Stock Units shall vest and be paid; (xii) whether to accelerate the time at which any or all restrictions with respect to Restricted Stock shall lapse or be removed or at which any Restricted Stock Units shall vest and be paid; (xiii) the extent to which any Performance Criteria shall be used and weighted in determining achievement of Performance Goals; (xiv) notice provisions relating to the sale of Company Stock acquired under the Plan; (xv) the extent to which information shall be provided to Participants about available tax elections; (xvi) [intentionally omitted]; and (xvii) any additional requirements relating to Incentive Awards that the Committee deems appropriate. The Committee shall have the power to amend the terms of previously granted Incentive Awards that were granted by that Committee so long as the terms as amended are consistent with the terms of the Plan and provided that the consent of the Participant is obtained with respect to any amendment that would be detrimental to him or her, except that such consent will not be required as provided in Section 13(b) or if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of the Code applicable to the Incentive Award.

(b) The Committee may adopt rules and regulations for carrying out the Plan with respect to Participants. The interpretation and construction of any provision of the Plan by the Committee shall be final and conclusive as to any Participant. The Committee may consult with counsel, who may be counsel to the Company and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.

(c) A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members, and any action so taken shall be fully effective as if it had been taken at a meeting.

16.Notice.All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first class, postage prepaid, as follows (a) if to the Company - at theits principal business addressaddress.


15.Miscellaneous Provisions.

(a)Delivery of Shares.  The Company shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of any part of an Option or SAR or upon settlement of any RSU or upon lapsing of any restriction with respect to Restricted Shares before (i) the admission of such Shares to listing on any stock exchange or other listing system on which the Company’s common stock may then be listed, (ii) receipt of any required registration or other qualification of such Shares under any state or federal law or regulation that the Company’s counsel may determine is necessary or advisable, and (iii) the Company shall have been advised by counsel that all applicable legal requirements have been complied with.

(b)Ratification.  By accepting any Option, Restricted Share, SAR, RSU, or other benefit under the Plan, each director and each individual claiming under or through such director shall be conclusively deemed to the attentionhave given his or her acceptance and ratification of, the Corporate Secretary of the Company; and (b) ifconsent to, any Participant - at the last address of the Participant known to the sender at the time the notice or other communication is sent.

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17.Interpretation.The terms of this Plan shall be governedaction taken by the laws ofCompany or the Commonwealth of Virginia, without regard to conflict of law provisions at any jurisdiction.Committee.


18.(c)Code Section 409A.  The Plan and all Incentive AwardsOptions, Restricted Shares and SARs granted under the Plan are intended to comply in all respects with theall applicable requirements of Code sectionsSections 409A(a)(2) through (4) of the Code and all regulations issued thereunder, and shall be interpreted for all purposes in accordance with this intent.

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LOGO

z{

xPLEASE MARK VOTES

REVOCABLE PROXY

AMERICAN WOODMARK CORPORATION

AS IN THIS EXAMPLE


PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 26, 2010 AT 9:00 A.M., AT THE HOLIDAY INN, 333 FRONT ROYAL PIKE, WINCHESTER, VIRGINIA(d)

Governing Law.  The undersigned hereby appoints Martha M. DallyPlan shall be governed and James G. Davis, Jr. (eachconstrued in accordance with powerthe laws of the Commonwealth of Virginia (without regard to act alone and with powerthe conflict of substitution) as proxies, and hereby authorizes them to represent and vote, as directed, all the shareslaw principles of Common Stock of American Woodmark Corporation held of record by the undersigned on June 21, 2010, at the Annual Meeting of Shareholders to be held on August 26, 2010 at 9:00 a.m., at the Holiday Inn, 333 Front Royal Pike, Winchester, Virginia, and any adjournment thereof.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR proposals 1, 2 and 3, and in the proxies’ discretion on any other matters coming before the meeting.jurisdiction).

Please be sure to date and sign

this proxy card in the box below.

Date
  Sign above  
x

AMERICAN WOODMARK CORPORATION

PLEASE ACT PROMPTLY

PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.


1.

To elect as directors the nine nominees listed in the attached proxy statement to serve a one-year term on the Company’s Board of Directors (except as marked to the

contrary below):ForAgainstAbstain

NOMINEES:

William F. Brandt, Jr.

¨

¨

¨

Andrew B. Cogan

¨

¨

¨

Martha M. Dally

¨

¨

¨

James G. Davis, Jr.

¨

¨

¨

Kent B. Guichard

¨

¨

¨

Daniel T. Hendrix

¨

¨

¨

Kent J. Hussey

¨

¨

¨

Carol B. Moerdyk

¨

¨

¨

Vance W. Tang

¨

¨

¨

2.TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2011; and

For

¨

¨

Against

¨

¨

Abstain

¨

¨

3.

To approve amendments to the Amended and Restated 2004 Incentive Plan for Employees.

4.In their discretion the proxies are authorized to vote upon such other business as may properly come before the meeting.

Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to by Held on August 26, 2010.

The notice of Annual Meeting, Proxy Statement, and 2010 Annual Report to Shareholders are available at http://investor.shareholder.com/amwd/sec.cfm

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