Stock Building Supply Holdings, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 29th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • New York
Stock Building Supply Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Barclays Capital Inc. and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.01 per share, (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE STOCK BUILDING SUPPLY HOLDINGS, INC.Restricted Stock Unit Agreement • July 29th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Stock Building Supply Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE STOCK BUILDING SUPPLY HOLDINGS, INC.Restricted Stock Agreement • July 29th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Stock Building Supply Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • North Carolina
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”) between JEFFREY G. REA (“Executive”) and STOCK BUILDING SUPPLY HOLDINGS, INC., a Delaware corporation (the “Company”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE STOCK BUILDING SUPPLY HOLDINGS, INC.Nonqualified Stock Option Agreement • July 29th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Stock Building Supply Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
