Change of Control Agreement

The Change of Control Agreement is for an initial three-year period and provides that if, within three years following a change of control of Huttig, Mr. Robinson is terminated without cause or voluntarily terminates for good reason, he will be entitled to (i) salary and pro rata bonus then due, (ii) a lump sum payment equal to two times his annual salary and bonus, and (iii) the payment of his deferred compensation and accrued vacation. Mr. Robinson will also be entitled to continuation of benefits under Huttig's welfare benefit plans for two years after termination. Huttig has previously entered into Change of Control Agreements with each of its other executive officers.

Indemnification Agreement

The Indemnification Agreement requires Huttig to indemnify Mr. Robinson, to the full extent permitted by law, against any and all expenses, judgments, fines, penalties and settlement amounts incurred in connection with any claim against Mr. Robinson arising out of the fact that Mr. Robinson is or was a director, officer, employee, trustee, agent or fiduciary of Huttig or is or was serving in any such capacity with any other entity, at Huttig's request. The Indemnification Agreement also requires Huttig to advance expenses to Mr. Robinson prior to the settlement or final judgment of any such claim, provided that Mr. Robinson agrees to reimburse Huttig if it is ultimately determined that Mr. Robinson is not entitled to be indemnified by Huttig.

The Indemnification Agreement also requires Huttig to maintain directors and officers liability insurance coverage for Mr. Robinson or, to the full extent permitted by law, to indemnify him for the lack of insurance coverage. Huttig has previously entered into Indemnification Agreements with each of its other executive officers and each of its directors.