(e) Material Compensatory Plan, Contract or Arrangement.

Incentive Plan

On March 12, 2009, at the Annual Meeting of Stockholders of NCI Building Systems, Inc. ("NCI"), NCI's stockholders approved the 2003 Long-Term Stock Incentive Plan, as amended and restated (the "Plan"). The Plan had previously been unanimously approved by NCI's board of directors and was included in NCI's proxy statement relating to the Annual Meeting.

The amendment and restatement of the Plan increases the number of shares of common stock reserved for issuance under the Plan by 1,060,000 shares (to a total of 3,660,000 shares) and extends the term of the Plan until March 12, 2019.

The terms of the Plan, a copy of which is being filed as Exhibit 10.1 to this report, are hereby incorporated by reference into this Item 5.02(e).

Employment Agreements

On March 12, 2009, the compensation committee of NCI's board of directors approved entering into employment agreements with each of Mr. Charles W. Dickinson, President of NCI's Metal Components Division, and Mr. Mark W. Dobbins, NCI's Executive Vice President and Chief Operating Officer. The agreements, which are substantially similar to employment agreements entered into with each of NCI's other executive officers, provide for payments to each such executive if he is terminated without cause or resigns for good reason within 24 months of a change in control of NCI. The terms of the form of employment agreement, a copy of which is being filed as Exhibit 10.2 to this report, are hereby incorporated by reference into this Item 5.02(e).

(d) Exhibits.

10.1   NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as amended
       and restated March 12, 2009 (filed herewith).

10.2   Form of Employment Agreement (filed herewith).