UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 1514, 2010

AMH HOLDINGS, LLC
(Exact name of registrant as specified in its charter)


Delaware	333-115543	16-1693178
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3773 State Road Cuyahoga Falls, Ohio		44223
3773 State RoadCuyahoga Falls, Ohio		44223
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (330) 929-1811

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 52.02. ~~DEPARTURE~~Results OFof ~~DIRECTORS~~Operations ORand ~~CERTAIN~~Financial ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.~~ Condition

On ~~April~~May 1514, 2010, Associated Materials, LLC (the “Company”) ~~amended~~and ~~its~~AMH ~~employment~~Holdings, ~~agreement~~LLC ~~with~~(“AMH”), the indirect parent ~~Mr. Thomas~~company ~~Chieffe~~of the Company, ~~President~~issued ~~and~~a ~~Chief~~press ~~Executive~~release ~~Officer.~~announcing ~~The~~their ~~material~~financial ~~terms~~results offor ~~Mr.~~the first quarter ended April ~~Chieffe’s~~3, ~~employment~~2010. ~~agreement~~A ~~are~~copy ~~summarized~~of ~~below~~the press release is attached as Exhibit 99.1 hereto.

~~With~~The ~~respect~~information tofurnished ~~Mr. Chieffe’s~~in ~~amended~~this ~~employment~~report ~~agreement, the initial term of the employment agreement is two years beginning~~ on ~~April 1,~~Form ~~2010~~8-K ~~and~~shall ~~will~~not be ~~automatically~~deemed ~~extended~~“filed” for ~~one~~purposes ~~year thereafter~~of ~~unless the Company gives Mr.~~Section ~~Chieffe~~18 ~~notice~~of ~~not to extend~~ the ~~employment agreement. The~~ ~~employment~~Securities ~~agreement~~Exchange ~~provides~~Act ~~for a base salary effective April 1, 2010~~ of ~~$600~~1934,~~000~~ ~~per year and allows Mr. Chieffe to be eligible to earn an annual incentive bonus calculated~~ as ~~a specified percentage of his base salary contingent upon the achievement of defined EBITDA hurdles with respect to each calendar year. Mr. Chieffe’s base salary shall increase to $625~~amended,~~000~~ ~~effective~~or ~~April 1,~~otherwise ~~2011~~subject ~~and further increase~~ to ~~$650,000 effective April 1, 2012. The employment agreement extends~~ the ~~annual~~liabilities ~~special retention incentive bonus, which is payable in four equal installments~~ of ~~$500,000~~ ~~annually~~that ~~on October 1~~section, ~~2010~~nor ~~through~~shall ~~October 1, 2013. The payment of the special retention~~such ~~incentive~~information ~~bonus~~be ~~shall~~deemed ~~cease~~incorporated ~~if Mr. Chieffe’s employment has been terminated~~ by ~~the~~reference ~~Company for cause or~~ in ~~the~~any ~~event~~filing ~~Mr. Chieffe~~under ~~voluntarily resigns. The employment agreement provides Mr. Chieffe~~ the ~~right~~Securities toAct ~~participate~~of ~~in stock option plans established by AMH Holdings II~~1933, ~~Inc.~~as ~~(“AMH II”), the Company’s indirect parent company~~amended.

~~The~~Item ~~employment agreement provides that if Mr~~9. ~~Chieffe’s~~01 ~~employment~~Financial isStatements involuntarily terminated by the Company without cause, he will be entitled to the following severance compensation: (1) severance equal to his base salary immediately prior to the date of termination of his employment for 24 months, (2) continued medical and dental benefits consistent with the terms in effect for active employees of the Company for 24 months, subject to reduction to the extent comparable benefits are actually received by Mr. Chieffe from another employer during this period, and (3) a pro rata portion of any annual incentive bonus payable for the year of termination. The employment agreement also provides that if Mr. Chieffe’s employment is involuntarily terminated by the Company without cause or if Mr. Chieffe elects to resign upon the occurrence of certain specified events, in each case, within two years following a change in control, Mr. Chieffe will be entitled to the following severance compensation and benefits: (1) two times Mr. Chieffe’s base salary, (2) two times Mr. Chieffe’s annual incentive pay (equal to the highest amount of incentive pay earned in any year during the preceding three years), (3) if the termination occurs after June 30 in any year, a prorated portion of his annual incentive pay for that calendar year, (4) for a period of 24 months, medical and dental insurance benefits consistent with the terms in effect for active employees of the Company during this period, subject to reduction to the extent comparable benefits are actually received by Mr. Chieffe from another employer during this period, and (5) the cost of employee outplacement services equal to $30,000. The employment agreement includes non-competition, non-solicitation, confidentiality and other restrictive covenants. Exhibits

~~A copy of the employment agreements are attached as exhibits hereto and incorporated by reference~~(c) Exhibits ~~herein.~~

2The following exhibit is not filed but is furnished as described above.

Item 9.01 Financial Statements and Exhibits


Exhibit Number		Description of Document
99.1		Press Release, dated May 14, 2010 issued by the Company and AMH.

Exhibit Number		Description of Document
10.1		Amended and Restated Employment Agreement, dated as of April 15, 2010 by and between Associated Materials, LLC and Thomas Chieffe.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~AMH HOLDINGS, LLC~~	AMH HOLDINGS, LLC
DATE: April 16, 2010	By:	/s/ Stephen E. Graham
DATE: May 18, 2010		By: /s/ Stephen E. Graham
		Stephen E. Graham
		Vice President — Chief Financial Officer, Treasurer and Secretary
		Vice President – Chief Financial Officer, Treasurer and Secretary

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