EXHIBIT 10.3
AMENDMENT AND WAIVER
This Amendment and Waiver ("AMENDMENT") is entered into and effective as
of July 30, 2004 by and among Xxxxxx X. Xxxx ("EXECUTIVE") and Beacon Sales
Acquisition, Inc. d/b/a Beacon Sales Company, a Delaware corporation (the
"COMPANY") .
R E C I T A L S:
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A. The Company and Executive are parties to that certain Employment
Agreement dated as of October 20, 2003 (the "ORIGINAL AGREEMENT").
B. The Company anticipates that its parent corporation, Beacon Roofing
Supply, Inc. a Delaware corporation ("PARENT"), will complete an initial
public offering of its Common Stock on or before September 30, 2004 (the
"IPO"). In connection with the IPO, the parties hereto desire to amend the
Original Agreement, on the terms set forth herein.
A G R E E M E N T S:
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The parties hereto agree as follows:
1. The penultimate sentence of Section 3(b) of the Original Agreement
is hereby deleted in its entirety, and the following is inserted in its stead:
"No later than sixty (60) days after the beginning of each fiscal
year, the Compensation Committee of Beacon Roofing Supply, Inc.
shall set the performance target for such fiscal year."
2. Executive shall not sell any shares of stock of Parent or the
Company in connection with the IPO. Executive hereby waives any registration
rights with respect to the IPO under Section 13 of the Executive Securities
Agreement dated as of October 20, 2003 among Executive, Parent and Code
Xxxxxxxx & Xxxxxxx III, L.P., a Delaware limited partnership ("CHS"), as
amended. Parent may rely on this Amendment when selling securities in
connection with the IPO and filing any registration statement or amendment
thereto with the Securities and Exchange Commission.
3. The parties hereby ratify and confirm, in all respects, the
Original Agreement, as amended by this Amendment and Waiver.
4. Notwithstanding anything contained herein, this Amendment and
Waiver shall not be effective until the closing date of the IPO. If the IPO
has not closed on or before October 31, 2004, this Amendment shall be null
and void and of no effect whatsoever.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
Waiver as of the date first written above.
BEACON SALES ACQUISITION, INC.
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By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice President
EXECUTIVE
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/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
