STOCK OPTION AGREEMENT



                         HUTTIG BUILDING PRODUCTS, INC.

                            2001 STOCK INCENTIVE PLAN





1.   GRANT OF OPTION



         Huttig Building Products, Inc. (the "Company") hereby grants to the

recipient of the letter of the Chairman and/or Secretary of the Company

("Letter") to which this Annex A is attached ("Employee"), and the Employee

accepts, an option (the "Option") to purchase from the Company, the number of

shares of Huttig Building Products, Inc. common stock, $0.01 par value per share

("Common Stock"), at the option exercise price set forth in the Letter. The

Letter and this Annex A together constitute the stock option agreement between

the parties (the "Agreement"). Except as otherwise expressly provided herein,

the Option is subject to the terms and provisions of the Huttig Building

Products, Inc. 2001 Stock Incentive Plan (the "Plan"). The Option is hereby

designated as a non-qualified stock option that does not qualify as an incentive

stock option under Section 422 of the Internal Revenue Code of 1986, as amended.



2.   TERM OF OPTION; EXERCISABILITY



         The Option shall be exercisable in whole or in part (in lots of ten

shares or any multiple thereof) from time to time beginning from the date

hereof, subject to the provision that an Option may not be exercised by the

Employee, except as provided in paragraphs 4 and 5 hereof, (a) more than 90 days

after the termination of his employment by the Company or a subsidiary, or more

than 10 years from the date the Option is granted, whichever period is shorter,

or (b) prior to the expiration of one year from the date of grant as indicated

in the Letter, and provided further that the Option may not be exercised in

excess of 50% of the total shares subject to the Option during the second year

after the date of grant, 75% during the third year and 100% thereafter during

the remainder of the Option term. Notwithstanding the foregoing, the Option will

be exercisable in full prior to the date indicated in the preceding sentence as

of the date that the average of the high and low sales prices of the Common

Stock over any 10 consecutive trading days equals or exceeds two times the

option price set forth in the Letter.



3.   FORM OF EXERCISE



         The purchase price of the shares purchased upon the exercise of the

Option shall be paid in full at the time of exercise in cash or in whole or in

part by tendering (either actually or by attestation) shares of Common Stock;

provided, however, that if shares acquired pursuant to this Option or any other

option granted under a stock compensation plan of the Company are utilized to

pay such purchase price, such shares must have been acquired by the Employee

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC