0001193125-05-112436 Sample Contracts

HUGHES SUPPLY, INC. PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Performance-Based Restricted Stock Award Agreement • May 23rd, 2005 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

This PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of (the “Grant Date”) between HUGHES SUPPLY, INC. a Florida corporation (the “Company”) and , a key employee of the Company (the “Employee”).

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HUGHES SUPPLY, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 23rd, 2005 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of (the “Grant Date”) between HUGHES SUPPLY, INC. a Florida corporation (the “Company”) and , a key employee of the Company (the “Employee”).

INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO HUGHES SUPPLY, INC.
Incentive Stock Option Agreement • May 23rd, 2005 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Grantee an incentive stock option (the “Option”) pursuant to the Plan, as described below, to purchase the Option Shares. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

HUGHES SUPPLY, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Non-Employee Director Restricted Stock Award Agreement • May 23rd, 2005 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of (the “Grant Date”) between HUGHES SUPPLY, INC. a Florida corporation (the “Company”) and , a non-employee director of the Company (the “Director”).

NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO HUGHES SUPPLY, INC.
Non-Qualified Stock Option Agreement • May 23rd, 2005 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Grantee a non-qualified stock option (the “Option”) pursuant to the Plan, as described below, to purchase the Option Shares. In the event Grantee fails to sign and return this Agreement to the Company within 90 days after this Agreement is presented to Grantee, the Option shall be cancelled and this Agreement shall be null and void. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

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