WERNER HOLDING CO INC /PA/
EXHIBIT 10.54 BONUS AGREEMENT
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<TYPE>EX-10.54
<SEQUENCE>10
<FILENAME>l06128aexv10w54.txt
<DESCRIPTION>EXHIBIT 10.54 BONUS AGREEMENT
<TEXT>
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                                                                   Exhibit 10.54

                                 BONUS AGREEMENT

         This BONUS AGREEMENT (this "Agreement") dated as of May 14, 2003 by and
between wERNER HOLDING CO. (PA), INC. a Pennsylvania corporation (the
"Company"), and Edward W. Gericke (the "Employee").

                                 R E C I T A L S

         WHEREAS, the Company intends to effect a recapitalization and
redemption of its capital (the "Transaction") as specified in the
Recapitalization and Stock Purchase Agreement dated as of May 7, 2003 by and
between the Company and certain parties signatories thereto (the "Stock Purchase
Agreement"); and

         WHEREAS, subject to and upon the consummation of the Transaction, the
Company desires to reward certain members of management and key employees of the
Company for their contribution to the success of the Company.

         NOW THEREFORE, in consideration of the mutual covenants set forth
herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties, intending to be legally bound, do hereby agree
as follows:

                                    AGREEMENT

         1.       Definitions. Capitalized terms used herein but not otherwise
defined herein shall have the following meanings:

                  "Act" means the Securities Act of 1933, as amended.

                  "Cause" means that the Employee (a) has been convicted of a
         felony, or has entered a plea of guilty or nolo contendere to a felony;
         (b) has committed an act of fraud or dishonesty which is materially
         injurious to the Company or any of its Subsidiaries; (c) has willfully
         and continually refused to perform his or her duties with the Company
         or any of its Subsidiaries; or (d) has engaged in gross misconduct that
         is materially injurious to the Company or any of its Subsidiaries.

                  "Good Reason" means (a) the assignment to the Employee of
         duties, or the assignment of the Employee to a position, constituting a
         material diminution in the Employee's role, responsibilities or
         authority compared with his or her role, responsibilities or authority
         with the Company or its affiliates on the date hereof; (b) a reduction
         by the Company in the Employee's base salary as in effect from time to
         time; or (c) a demand by the Company to the Employee to relocate to any
         place that exceeds a 50 mile radius beyond the location at which the
         Employee performed the Employee's duties on the date hereof; provided,
         however, that in the event that any change in the Employee's duties,
         position, role, responsibilities or authority is implemented or
         proposed to be implemented by the Company during the term of his or her
         employment with the Company, then: (i) unless the Employee provides
         written notice to the Company and the Chief Executive Officer of the
         Company within 30 days of being notified of such

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         change or proposed change that the Employee asserts that such change
         constitutes a "material diminution", such change shall be deemed not to
         be such a "material diminution" and thereafter the Employee's duties,
         position, role, responsibilities and authority shall be as so changed;
         and (ii) in the event that the Employee provides such notice in a
         timely manner and, within 30 days thereafter, the Company, in its sole
         discretion, rescinds or alters such change, then the original change
         shall be disregarded (except to the extent so altered).

                  "Initial Public Offering" means the sale of any of the common
         stock of the Company pursuant to a registration statement that has been
         declared effective under the Act, if as a result of such sale (a) the
         issuer becomes a reporting company under Section 12(b) or 12(g) of the
         Securities Exchange Act of 1934, as amended, and (b) such stock is
         traded on the New York Stock Exchange or the American Stock Exchange,
         or is quoted on the NASDAQ National Market System or is traded or
         quoted on any other national stock exchange or national securities
         system.

                  "Liquidity Event" means a transaction or a series of related
         transactions which results in a bona fide, unaffiliated change of
         economic beneficial ownership of the Company or its business of greater
         than 50% (disregarding for this purpose any disparate voting rights
         attributable to the outstanding stock of the Company), whether pursuant
         to the sale of the stock of the Company, the sale of the assets of the
         Company, or a merger or consolidation (other than a sale of stock by a
         Non-Employee Stockholder to (a) another Non-Employee Stockholder or
         affiliate thereof, or (b) a non-U.S. entity with respect to which a
         Non-Employee Stockholder or affiliate thereof has an administrative
         relationship).

                  "Non-Employee Stockholder" means a shareholder of the Company
         (other than any such shareholder who is also an employee of the
         Company) and any transferees of such shareholder prior to an Initial
         Public Offering or a Liquidity Event.

                  "Subsidiary" means any joint venture, corporation,
         partnership, limited liability company or other entity as to which the
         Company, whether directly or indirectly, has more than 50% of the (a)
         voting rights or (b) rights to capital or profits.

         2.       Cash Bonus Amount. For each fiscal year of the Company set
forth on Exhibit A attached hereto and subject to the conditions set forth in
Section 3 hereof, the Employee shall accrue the right to the Cash Bonus Amount
set forth in column (C) of Exhibit A if the Company's annual Earnings before
Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined on Exhibit
A, equals or exceeds the Target Annual EBITDA amount set forth in column (A) of
Exhibit A with respect to such fiscal year. If for any fiscal year set forth on
Exhibit A the Company's annual EBITDA amount for that fiscal year equals or
exceeds 95% of the Target Annual EBITDA amount set forth in column (A) with
respect to such fiscal year, but is less than 100% of such Target Annual EBITDA
amount, then, subject to the conditions set forth in Section 3 hereof, the
Employee shall accrue the right to 75% of the Cash Bonus Amount that the
Employee would have accrued had the Company achieved 100% of its Target Annual
EBITDA amount for that fiscal year. If for any fiscal year set forth on Exhibit
A the Company's annual EBITDA amount for that fiscal year equals or exceeds 90%
of the Target Annual

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EBITDA amount set forth in column (A) with respect to such fiscal year, but is
less than 95% of such Target Annual EBITDA amount, then, subject to the
conditions set forth in Section 3 hereof, the Employee shall accrue the right to
50% of the Cash Bonus Amount that the Employee would have accrued had the
Company achieved 100% of its Target Annual EBITDA amount for that fiscal year.
If for any fiscal year set forth on Exhibit A the Company's cumulative annual
EBITDA amount for that and the proceeding fiscal years equals or exceeds the
Cumulative Target EBITDA amount set forth in column (B) of Exhibit A with
respect to such fiscal year, and subject to the conditions set forth in Section
3 hereof, the Employee shall accrue the right to the Cash Bonus Amount as if the
Company had achieved its Target Annual EBITDA amounts for that and each of the
preceding fiscal years.

         3.       Payment of Cash Bonus Amount. (a) Upon the consummation of a
Liquidity Event or an Initial Public Offering and subject to Section 4 hereof,
the Company shall pay, or cause to be paid, to the Employee, subject to Section
6 hereof, the aggregate amount of the accrued Cash Bonus Amount.

                  (b)      If the Employee is terminated without Cause
(including, but not limited to disability or death) or resigns with Good Reason
after the date hereof but prior to the earlier of (i) December 31, 2008, or (ii)
a Liquidity Event or an Initial Public Offering, then upon the consummation of a
Liquidity Event or an Initial Public Offering the Company shall pay, or cause to
be paid, to the Employee the aggregate Cash Bonus Amount that such Employee had
accrued as of the date such Employee ceased to be so employed.

         4.       Termination. (a) This Agreement will terminate and the Company
shall have no obligation to pay, or cause to be paid, to the Employee the
accrued Cash Bonus Amount on the earlier to occur of (i) December 31, 2008, or
(ii) unless otherwise provided in Section 3(b) above, the date upon which the
Employee's employment with the Company terminates for any reason.

                  (b)      The Employee shall not be considered to have ceased
to be employed by the Company for purposes of this Agreement if he or she
continues to be employed by the Company or a Subsidiary, or by a company of
which the Company is a Subsidiary.

         5.       Not an Employment Contract. This Agreement shall not confer
upon the Employee any right with respect to continuance of employment with the
Company or any affiliate of the Company, nor shall it interfere in any way with
the right of the Company to terminate the Employee's employment at any time.

         6.       Taxes. Any payment made hereunder shall be subject to
withholding of such taxes as the Company shall deem appropriate.

         7.       Notices. All notices and other communications given or made
pursuant to this Agreement shall be in writing and shall be deemed to have been
duly given or made (a) three business days after being sent by registered or
certified mail, return receipt requested, (b) upon delivery, if hand delivered,
(c) one business day after being sent by a nationally recognized prepaid
overnight carrier with guaranteed delivery, with a record of receipt, or (d)
upon

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transmission with confirmed delivery if sent by facsimile, to the parties at the
following addresses (or at such other addresses as shall be specified by the
parties by like notice):

         If to the Company to:

                  Werner Holding Co. (PA), Inc.
                  93 Werner Road
                  Greenville, PA 16125
                  Attention:  Eric J. Werner, General Counsel

         With a copy to:

                  Gibson, Dunn & Crutcher LLP
                  200 Park Avenue, 47th Floor
                  New York, New York 10166-0193
                  Facsimile: (212) 351-4035
                  Attention:  E. Michael Greaney

         If to the Employee to the address set forth below the Employee's
signature below.

         8.       Governing Law. All terms of and rights under this Agreement
shall be governed by and construed in accordance with the internal laws of the
Commonwealth of Pennsylvania, without giving effect to principles of conflicts
of law.

         9.       Entire Agreement, Binding Obligations. This Agreement shall
become binding on the Closing Date as such term is defined in the Stock Purchase
Agreement, subject to the consummation of the Transaction. This Agreement sets
forth the entire agreement and understanding between the parties as to the
subject matter hereof and supersedes all prior oral and written and all
contemporaneous oral discussions, agreements and understandings of any kind or
nature.

         10.      Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the maximum extent possible.

         11.      Remedies. In the event of a breach by any party to this
Agreement of its obligations under this Agreement, any party injured by such
breach, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, shall be entitled to specific performance of its
rights under this Agreement. The parties agree that the provisions of this
Agreement shall be specifically enforceable, it being agreed by the parties that
the remedy at law, including monetary damages, for breach of any such provision
will be inadequate

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compensation for any loss and that any defense in any action for specific
performance that a remedy at law would be adequate is hereby waived.

         12.      Further Assurances. Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement.

         13.      Assignment; Binding Effect. This Agreement shall not be
assigned by operation of law or otherwise by any party hereto without the prior
written consent of the other party hereto. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective permitted
successors and assigns.

         14.      Amendment; Waiver. Any term of this Agreement may be amended
and the observance of any such term may be waived (either generally or in a
particular instance) only with the prior written consent of the Company and the
Employee.

         15.      Headings. The headings preceding the text of the sections
hereof are inserted solely for convenience of reference, and shall not
constitute a part of this Agreement, nor shall they affect its meaning,
construction or effect.

         16.      Counterparts. This Agreement may be executed in two
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be as
effective as delivery of a manually executed counterpart to this Agreement.

         [The remainder of this page has been intentionally left blank]

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first written above.

                                 ERNER HOLDING CO. (PA), INC.

                                 By:____________________________________________

                                    Name: Eric J. Werner
                                    Title: Vice President, Secretary and General
                                           Counsel

                                 EMPLOYEE:
                                    ____________________________________________
                                    Name:  Edward W. Gericke
                                    Address: 320 7th Street
                                             Geneva, IL 60134

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                                                                       EXHIBIT A

                                EDWARD W. GERICKE

                        EARNINGS BEFORE INTEREST, TAXES,
                          DEPRECIATION AND AMORTIZATION
                    (COLUMNS A AND B IN MILLIONS OF DOLLARS)

<TABLE>
<CAPTION>

                    (A)         (B)             (C)
                  Annual     Cumulative      Cash Bonus
Fiscal Year       Target       Target          Amount
-----------       ------     ----------     ------------
<S>               <C>        <C>            <C>
   2003             92.1        92.1        $ 109,105.04
   2004            103.6       195.7        $ 109,105.04
   2005            115.6       311.3        $ 109,105.04
</TABLE>

         Earnings Before Interest, Taxes, Depreciation and Amortization
("EBITDA") for a particular period is defined as Consolidated Net Income (loss)
of the Company and its subsidiaries as shown on the consolidated statement of
income (loss) for such period prepared in accordance with U.S. GAAP,
consistently applied, which shall (a) exclude or be adjusted otherwise for all
acquisitions and additional equity contributions to the extent such acquisitions
and/or equity contributions materially change target EBITDA for any particular
fiscal year of the Company, (b) reflect a reduction for all management and
employment bonuses payable with respect to the fiscal year of the Company and
(c) be adjusted for any material amendment to the capital expenditure plan
approved by the Board of Directors of the Company (the "Board"); plus (minus),
to the extent such amounts are otherwise taken into account in determining
EBITDA (prior to adjustment), the following:

                  1.       Any provision (benefit) for taxes, including
         franchise taxes, deducted (added) in calculating such consolidated net
         income (loss);

                  2.       Any interest expense (net of interest income),
         deducted in calculating such consolidated net income (loss);

                  3.       Amortization expenses deducted in calculating such
         consolidated net income (loss);

                  4.       Depreciation expense deducted in calculating
         consolidated net income (loss);

                  5.       Management fees paid to Investcorp to the extent
         recorded as an expense in calculating such consolidated net income
         (loss);

                  6.       Any unusual losses (gains) deducted (added) in
         calculating such consolidated net income (loss). This adjustment is
         intended to exclude, in the calculation of EBITDA, the effects, if any,
         of any transactions outside of the Company's ordinary

                                       A-1
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         course of business as and to the extent determined to be appropriate in
         good faith by the Board.

         The Board reserves the right to make other adjustments to EBITDA or the
EBITDA targets as the Board determines in good faith are appropriate to take
into account the effect of material transactions or events during the period,
including without limitation acquisitions, divestitures, equity issuances and
significant changes to capital expenditure plans.

         The Employee and his or her representative shall be provided reasonable
opportunity to review the computation of EBITDA and reasonable access to the
data and information supporting such computation, but the Board's determination
shall be conclusive and binding.

                                       A-2

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