Exhibit 10
FORM OF
BUILDERS FIRSTSOURCE, INC.
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT, (the "Agreement"),
dated as of [DATE] (the "Grant Date"), is made by and between Builders
FirstSource, Inc., a Delaware corporation (the "Company"), and [NAME] (the
"Grantee").
WHEREAS, the Company has adopted the Builders FirstSource,
Inc. 2005 Equity Incentive Plan (the "Plan"), pursuant to which the Company may
grant shares of Stock which are restricted as to transfer (shares so restricted
hereinafter referred to as "Restricted Stock");
WHEREAS, the Company desires to grant to the Grantee the
number of shares of Restricted Stock provided for herein;
NOW, THEREFORE, in consideration of the recitals and the
mutual agreements herein contained, the parties hereto agree as follows:
Section 1. Grant of Restricted Stock Award
(a) Grant of Restricted Stock. The Company hereby grants to the
Grantee [NUMBER OF SHARES] shares of Restricted Stock on the terms and
conditions set forth in this Agreement and as otherwise provided in the Plan.
(b) Incorporation of Plan. The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement
shall have the definitions set forth in the Plan. The Board shall have final
authority to interpret and construe the Plan and this Agreement and to make any
and all determinations thereunder, and its decision shall be binding and
conclusive upon the Grantee and his/her legal representative in respect of any
questions arising under the Plan or this Agreement.
Section 2. Terms and Conditions of Award
The grant of Restricted Stock provided in Section 1(a) shall be
subject to the following terms, conditions and restrictions:
(a) Ownership of Shares. Subject to the restrictions set forth in
the Plan and this Agreement, the Grantee shall possess all incidents of
ownership of the Restricted Stock granted hereunder, including the right to
receive dividends with respect to such Stock and the right to vote such Stock.
(b) Restrictions. Restricted Stock and any interest therein, may
not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of, prior to the lapse of restrictions set forth in this Agreement applicable
thereto, as set forth in Section 2(d). The Board may in its discretion, cancel
all or any portion of any outstanding restrictions prior to the expiration of
the periods provided under Section 2(d).
(c) Certificate; Restrictive Legend. The Grantee agrees that any
certificate issued for Restricted Stock prior to the lapse of any outstanding
restrictions relating thereto shall be inscribed with the following legend:
This certificate and the shares of stock represented hereby are
subject to the terms and conditions, including forfeiture provisions
and restrictions against transfer (the "Restrictions"), contained in
the Builders FirstSource, Inc. 2005 Equity Incentive Plan and an
agreement entered into between the registered owner and Builders
FirstSource, Inc. Any attempt to dispose of these shares in
contravention of the Restrictions, including by way of sale,
assignment, transfer, pledge, hypothecation or otherwise, shall be
null and void and without effect.
(d) Lapse of Restrictions. Except as may otherwise be provided
herein, the restrictions on transfer set forth in Section 2(b) shall lapse with
respect to one third of the shares (rounded to the nearest whole share) of
Restricted Stock granted hereunder on each of the first, second and third
anniversaries of the Grant Date, so long as the Grantee continues to serve as a
director of the Company as of the relevant date.
Upon each lapse of restrictions relating to Restricted Stock, the
Company shall issue to the Grantee or the Grantee's personal representative a
stock certificate representing a number of shares of Stock, free of the
restrictive legend described in Section 2(c), equal to the number of shares
subject to this Restricted Stock award with respect to which such restrictions
have lapsed. If certificates representing such Restricted Stock shall have
theretofore been delivered to the Grantee, such certificates shall be returned
to the Company, complete with any necessary signatures or instruments of
transfer prior to the issuance by the Company of such unlegended shares of
Stock.
(e) Cessation of Service. In the event that the Grantee's service
to the Company, as a director of the Company, ceases prior to the lapsing of
restrictions with respect to any portion of the Restricted Stock granted
hereunder, such unvested portion of the Restricted Stock held by the Grantee
shall be immediately forfeited as of the date of such cessation of service.
Restricted Stock forfeited pursuant to this Section 2(e) shall be
transferred to, and reacquired by, the Company without payment of any
consideration by the Company, and neither the Grantee nor any of the Grantee's
successors, heirs, assigns, personal representatives or Permitted Transferees
shall thereafter have any further rights or interests in such shares or
certificates. If certificates containing restrictive legends shall have
theretofore been delivered to the Grantee (or his/her legatees, personal
representative or Permitted Transferee), such certificates shall be returned to
the Company, complete with any necessary signatures or instruments of transfer.
(g) Income Taxes. The Grantee shall pay to the Company promptly
upon request, and in any event at the time the Grantee recognizes taxable
income in respect of the Restricted Stock (or, if the Grantee makes an election
under Section 83(b) of the Code, in connection with such grant), an amount
equal to the taxes the Company determines it is required to withhold under
applicable tax laws with respect to the Restricted Stock. Such payment shall be
made in the form of cash, shares of Stock already owned by the Grantee which
were acquired more than six months prior to the date of surrender under this
Section 2(g), shares of Stock otherwise issuable upon the lapse of
restrictions, or in a combination of such methods. The Grantee shall promptly
notify the Company of any election made pursuant to Section 83(b) of the Code.
Section 3. Miscellaneous
(a) Notices. Any and all notices, designations, consents, offers,
acceptances and any other communications provided for herein shall be given in
writing and shall be delivered either personally or by registered or certified
mail, postage prepaid, which shall be addressed, in the case of the Company to
the General Counsel of the Company at the principal office of the Company and,
in the case of the Grantee, to Grantee's address appearing on the books of the
Company or to the Grantee's residence or to such other address as may be
designated in writing by the Grantee.
(b) No Right to Continued Service. Nothing in the Plan or in this
Agreement shall confer upon the Grantee any right to continue to serve as a
director of the Company or shall interfere with or restrict in any way the
right of the stockholders of the Company, which is hereby expressly reserved,
to remove the Grantee at any time in accordance with applicable law and the
Company's amended and restated certificate of incorporation and amended and
restated by-laws.
(c) Bound by Plan. By signing this Agreement, the Grantee
acknowledges that he/she has received a copy of the Plan and has had an
opportunity to review the Plan and agrees to be bound by all the terms and
provisions of the Plan.
(d) Successors. The terms of this Agreement shall be binding upon
and inure to the benefit of the Company, its successors and assigns, and of the
Grantee and the beneficiaries, executors, administrators, heirs and successors
of the Grantee.
(e) Invalid Provision. The invalidity or unenforceability of any
particular provision thereof shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.
(f) Modifications. No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.
(g) Entire Agreement. This Agreement and the Plan contain the
entire agreement and understanding of the parties hereto with respect to the
subject matter contained herein and therein and supersede all prior
communications, representations and negotiations in respect thereto.
(h) Governing Law. This Agreement and the rights of the Grantee
hereunder shall be construed and determined in accordance with the laws of the
State of Delaware.
(i) Headings. The headings of the Sections hereof are provided
for convenience only and are not to serve as a basis for interpretation or
construction, and shall not constitute a part, of this Agreement.
(j) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto as of the [DAY] day of [MONTH], [YEAR].
BUILDERS FIRSTSOURCE, INC.
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By:
Its:
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[NAME]
