WERNER HOLDING CO INC /PA/
EXHIBIT 10.22
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>3
<FILENAME>l99178aexv10w22.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.22


                       AGREEMENT FOR MANAGEMENT ADVISORY,
                             STRATEGIC PLANNING AND
                               CONSULTING SERVICES


                  THIS AGREEMENT is made effective as of the 25th day of
November, 2002 (the "Effective Date"), by and between Investcorp International
Inc., a Delaware corporation ("III"), and Werner Holding Co. (DE), Inc., a
Delaware corporation ("Werner").

                  WHEREAS, III, by and through its officers, employees, agents
and affiliates has developed in connection with the conduct of its business and
affairs various areas of expertise in the fields of management, finance,
marketing, and strategic planning; and

                  WHEREAS, Werner desires to avail itself of the expertise of
III in those areas hereinabove enumerated and in which III is acknowledged to
have expertise, for an initial period of one (1) years from the Effective Date
(the "Initial Period"), said Initial Period, as such period may be renewed in
accordance with this Agreement (each such period, a "Renewal Period"), being
referred to as the "Term";

                  NOW, THEREFORE, the parties do hereby agree as follows:

                  1. Appointment. Werner hereby appoints III to render
management advisory, strategic planning and consulting services to Werner on an
exclusive basis during the Term as herein contemplated.

                  2. III. During the Term, III shall render to Werner, by and
through such of its officers, employees, agents and affiliates as III, in its
sole discretion, shall designate from time to time, management advisory,
strategic planning and consulting services. Said services shall consist of
advice concerning management, finance, marketing, strategic planning, and such
other services as shall be requested from time to time by the Board of Directors
of Werner. Werner acknowledges and agrees that the services to be provided by
III hereunder do not encompass services that would be required in connection
with an acquisition, restructuring or initial public offering by Werner, or a
private sale of the stock or assets of Werner. Should Werner desire to engage
III to provide financial advisory services in connection with any such type of
transaction, such engagement shall be subject to the negotiation of mutually
acceptable fee arrangements for such additional services, albeit the
indemnification obligations of

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Werner as set forth in paragraph 7 of this Agreement shall apply to any such
additional services performed by III.

                  3. Fees. In consideration of III's performance of the
above-described services, Werner shall pay to III, in cash, consulting services
fees at the rate of $1,500,000 for each year of the Term (the "Fee"). It is
recognized that the services provided under this Agreement will not be evenly
distributed over time. It is also recognized that, subject to the terms of this
Agreement, Werner is committed to pay the full amount payable hereunder, and the
Fee (whether in respect of the Initial Period, or any Renewal Period), once
paid, is non-refundable. The full amount of the Fee for the Initial Period shall
be paid within 5 business days of the date on which this Agreement is entered
into. The full amount of the Fee for each Renewal Period shall be paid on the
first business day of such Renewal Period.

                  4. Reimbursements. Within 15 calendar days of delivery of
III's invoice, Werner shall reimburse III for its actual out-of-pocket expenses
incurred in connection with the performance of services pursuant to this
Agreement.

                  5. Renewal and Termination. The Term automatically shall be
renewed for successive one-year periods on the 25th day of November; provided,
however, that the Term shall terminate thirty (30 days) after the date on which
written notice is sent by either party in accordance with Paragraph 10 hereon.

                  6. Default. In the event that Werner fails to pay any part of
the Fee as set forth in Paragraph 3 above when and as due, and Werner does not
cure such failure prior to the 10th day of the month following the month in
which such payment is due, then Werner shall be in default under this Agreement
and III shall be entitled to receive payment in full of the unpaid portion of
the Fee upon making written demand upon Werner for such payment. Upon delivery
of such written demand, III shall be excused from rendering any further services
pursuant to this Agreement. The aforesaid right and privilege of III to withhold
services is intended to be in addition to any and all other remedies available
because of Werner's default, including III's right to payment of all fees set
forth herein. Further, in the event of a default by Werner, Werner agrees to
reimburse III for any and all costs and expenses incurred by III, including,
without limitation, reasonable counsel fees and expenses, in connection with
such default and any litigation or other proceedings instituted for the
collection of payments due hereunder.

                  7. Permissible Activities. Nothing herein shall in any way
preclude III from engaging in any business activities



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or from performing services for its own account or for the account of others.

                  8. Indemnification. Werner shall indemnify and hold harmless
III and its directors, officers, employees, agents and controlling persons (each
being an "Indemnified Party") from and against any and all losses, claims,
damages and liabilities, joint or several, to which such Indemnified Party may
become subject under any applicable federal or state law, or otherwise, relating
to or arising out of the management, strategic planning and consulting services
contemplated by, this Agreement. Werner shall reimburse any Indemnified Party
for all costs and expenses (including reasonable counsel fees and expenses)
incurred in connection with the investigation of, preparation for or defense of
any pending or threatened claim or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party. Werner shall not be liable
under the foregoing indemnification provision to the extent that any loss,
claim, damage, liability or expense is found in a final judgment by a court of
competent jurisdiction to have resulted primarily from the bad faith or gross
negligence of III.

                  9. Amendments. No amendment or waiver of any provision of this
Agreement, or consent to any departure by either party from any such provision,
shall in any event be effective unless the same shall be in writing and signed
by the parties to this Agreement and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

                  10. Notices. Any and all notices hereunder shall, in the
absence of receipted hand delivery, be deemed duly given when mailed, if the
same shall be sent by registered or certified mail, return receipt requested,
and the mailing date shall be deemed the date from which all time periods
pertaining to a date of notice shall run. Notices shall be addressed to the
parties at the following addresses:

                           If to III, to:

                           Investcorp International Inc.
                           280 Park Avenue
                           36th Floor
                           New York, New York  10017
                           Attention:  President

                           with a copy to:

                           Gibson, Dunn & Crutcher LLP
                           200 Park Avenue, 48th Floor



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                           New York, NY 10166
                           Attention:  E. Michael Greaney, Esq.


                           If to Werner, to:

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

                  11. Entire Agreement. This Agreement shall constitute the
entire agreement between the parties with respect to the subject matter hereof,
and shall supersede all previous oral and written (and all contemporaneous oral)
negotiations, commitments, agreements and understandings relating hereto.

                  12. Assignment. This Agreement shall be assignable by either
party hereto provided that the non-assigning party consents in writing to such
assignment.

                  13. Applicable Law. This Agreement shall be construed and
enforced in accordance with the laws of Delaware (without regard to the
conflicts of laws provisions thereof or of any other jurisdiction) and shall
inure to the benefit of, and be binding upon, III and Werner and their
respective successors and assigns.

                  14. No Continuing Waiver. The waiver by any party of any
breach of this Agreement shall not operate or be construed to be a waiver of any
subsequent breach.

                  15. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.




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<PAGE>


                  IN WITNESS WHEREOF, each of the parties has caused this
Agreement for Management Advisory, Strategic Planning and Consulting Services to
be executed and delivered by its duly authorized officer or agent as set forth
below.


                                           INVESTCORP INTERNATIONAL INC.


                                           By:_____________________________
                                           Name:
                                           Title:
                                           Date:



                                           WERNER HOLDING CO. (DE), INC.


                                           By:_____________________________
                                           Name:
                                           Title:
                                           Date:








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