0001193125-10-106093 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2010 • Headwaters Inc • Miscellaneous products of petroleum & coal • Utah

This amended and restated employment agreement (“Agreement”) is entered into effective as of April 1, 2010 (“Effective Date”) by and between Kirk A. Benson (the “Executive”) and Headwaters Incorporated, a Delaware corporation (the “Company”). This Agreement supersedes the terms of the employment agreement between the Executive and the Company dated April 1, 2005, as amended (the “Prior Agreement”).

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HEADWATERS INCORPORATED PERFORMANCE UNIT AWARD AGREEMENT
Headwaters Incorporated • May 4th, 2010 • Headwaters Inc • Miscellaneous products of petroleum & coal

Headwaters Incorporated (the “Company”) has granted you a Performance Unit Award (“Award”) under the 2010 Incentive Compensation Plan (the “Plan”), subject to the following terms and conditions of this agreement (the “Agreement”). Each of the capitalized terms herein shall have the meaning given it by the Plan except if the context of such term clearly assumes a different meaning.

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