Headwaters Incorporated Sample Contracts

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HEADWATERS INCORPORATED EXECUTIVE CHANGE IN CONTROL AGREEMENT
Headwaters Incorporated • August 8th, 2011 • Headwaters Inc • Concrete products, except block & brick • Utah

THIS EXECUTIVE CHANGE IN CONTROL AGREEMENT is entered into by and between Headwaters Incorporated, a Delaware corporation (the “Company”), and (“Executive”) to be effective as of the 5th day of August, 2011.

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.

HEADWATERS INCORPORATED, AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 19, 2008 16% Convertible Senior Subordinated Notes due 2016
Headwaters Incorporated • December 22nd, 2008 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York

INDENTURE dated as of December 19, 2008, between HEADWATERS INCORPORATED, a Delaware corporation (hereinafter called the “Company”), having its principal office at 10653 South Riverfront Parkway, Suite 300, South Jordan, UT 84095, and Wells Fargo Bank, National Association, a national banking association, as trustee hereunder (hereinafter called the “Trustee”).

HEADWATERS INCORPORATED 2010 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT
Headwaters Incorporated • February 2nd, 2017 • Headwaters Inc • Concrete products, except block & brick

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.

HEADWATERS INCORPORATED PERFORMANCE UNIT AWARD AGREEMENT
Headwaters Incorporated • February 6th, 2009 • Headwaters Inc • Miscellaneous products of petroleum & coal

Headwaters Incorporated (the “Company”) has granted you a Performance Unit award (“Award”) under the 2005 Headwaters Incorporated Long-Term Incentive 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.

HEADWATERS INCORPORATED PERFORMANCE UNIT AWARD AGREEMENT
Headwaters Incorporated • February 5th, 2014 • Headwaters Inc • Concrete products, except block & brick

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.

HEADWATERS INCORPORATED LONG TERM INCENTIVE COMPENSATION PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Headwaters Incorporated • February 6th, 2009 • Headwaters Inc • Miscellaneous products of petroleum & coal • Delaware

WHEREAS, the Company has adopted the Headwaters Incorporated Long Term Incentive Compensation Plan (the “Plan”) authorizing the grant of awards of Restricted Stock Units to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as defined in the Plan). The Plan, including the definition of terms, is incorporated in this Agreement by reference and made a part of it. In the event of any conflict among the provisions of the Plan documents and this Agreement, the Plan documents shall prevail; and

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