BUILDERS FIRSTSOURCE, INC. 2005 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Exhibit 99.2
THIS RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”), dated as of February 14, 2006 (the
“Grant Date”), is made by and between Builders FirstSource, Inc., a Delaware corporation (the
“Company”), and ____________ (the “Grantee”).
WHEREAS, the Company has adopted the Builders FirstSource, Inc. 2005 Equity Incentive Plan (as
amended from time to time, the “Plan”), pursuant to which the Company may grant shares of Stock
which are restricted as to transfer (shares so restricted hereinafter referred to as “Restricted
Stock”);
WHEREAS, the Company desires to grant to the Grantee the number of shares of Restricted Stock
provided for herein;
NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained,
the parties hereto agree as follows:
Section 1. Grant of Restricted Stock Award
(a)
Grant of Restricted Stock. The Company hereby grants to the
Grantee _________ shares of
Restricted Stock on the terms and conditions set forth in this Agreement and as otherwise provided
in the Plan.
(b) Incorporation of Plan. The provisions of the Plan are hereby incorporated herein by
reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in
accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this
Agreement shall have the definitions set forth in the Plan. The Board shall have final authority to
interpret and construe the Plan and this Agreement and to make any and all determinations
thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal
representative in respect of any questions arising under the Plan or this Agreement.
Section 2. Terms and Conditions of Award
The grant of Restricted Stock provided in Section 1(a) shall be subject to the following
terms, conditions and restrictions:
(a) Ownership of Shares. Subject to the restrictions set forth in the Plan and this Agreement,
the Grantee shall possess all incidents of ownership of the Restricted Stock granted hereunder,
including the right to receive dividends with respect to such Stock and the right to vote such
Stock.
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(b) Restrictions. Restricted Stock and any interest therein, may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of prior to the lapse of restrictions set
forth in this Agreement applicable thereto as set forth in Section 2(d). The Board may in its
discretion, cancel all or any portion of any outstanding restrictions prior to the expiration of
the periods provided under Section 2(d).
(c) Certificate; Restrictive Legend. The Grantee agrees that any certificate issued for
Restricted Stock prior to the lapse of any outstanding restrictions relating thereto shall be
inscribed with the following legend:
This certificate and the shares of stock represented hereby are subject to the terms
and conditions, including forfeiture provisions and restrictions against transfer
(the “Restrictions”), contained in the Builders FirstSource, Inc. 2005 Equity
Incentive Plan and an agreement entered into between the registered owner and
Builders FirstSource, Inc. Any attempt to dispose of these shares in contravention
of the Restrictions, including by way of sale, assignment, transfer, pledge,
hypothecation or otherwise, shall be null and void and without effect.
(d) Lapse of Restrictions. Except as may otherwise be provided herein, the restrictions on
transfer set forth in Section 2(b) shall lapse with respect to one third of the shares (rounded to
the nearest whole share) of Restricted Stock granted hereunder on each of the first, second and
third anniversaries of the Grant Date, so long as the Grantee continues to serve as an employee of
the Company as of the relevant date.
Upon each lapse of restrictions relating to Restricted Stock, the Company shall issue to the
Grantee or the Grantee’s personal representative a stock certificate representing a number of
shares of Stock, free of the restrictive legend described in Section 2(c), equal to the number of
shares subject to this Restricted Stock award with respect to which such restrictions have lapsed.
If certificates representing such Restricted Stock shall have theretofore been delivered to the
Grantee, such certificates shall be returned to the Company, complete with any necessary signatures
or instruments of transfer prior to the issuance by the Company of such unlegended shares of Stock.
(e) Cessation of Service. In the event that the Grantee’s service to the Company, as an
employee of the Company, ceases prior to the lapsing of restrictions with respect to any portion of
the Restricted Stock granted hereunder, such unvested portion of the Restricted Stock held by the
Grantee shall be immediately forfeited as of the date of such cessation of service.
Restricted Stock forfeited pursuant to this Section 2(e) shall be transferred to, and
reacquired by, the Company without payment of any consideration by the Company, and neither the
Grantee nor any of the Grantee’s successors, heirs, assigns, personal representatives or Permitted
Transferees shall thereafter have any further rights or interests in such shares or certificates.
If certificates containing restrictive legends shall have theretofore been delivered to the Grantee
(or his/her legatees, personal representative or Permitted Transferee), such
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certificates shall be returned to the Company, complete with any necessary signatures or
instruments of transfer.
(g) Income Taxes. The Grantee shall pay to the Company promptly upon request, and in any event
at the time the Grantee recognizes taxable income in respect of the Restricted Stock (or, if the
Grantee makes an election under Section 83(b) of the Code, in connection with such grant), an
amount equal to the taxes the Company determines it is required to withhold under applicable tax
laws with respect to the Restricted Stock. Such payment shall be made in the form of cash, shares
of Stock already owned by the Grantee , shares of Restricted Stock upon the lapse of restrictions,
or in a combination of such methods. The Grantee shall promptly notify the Company of any election
made pursuant to Section 83(b) of the Code.
Section 3. Miscellaneous
(a) Notices. Any notice by the Grantee to the Company hereunder shall be in writing and shall
be deemed duly given only upon receipt thereof by the General Counsel of the Company at its
principal offices. Any notice by the Company to the Grantee shall be in writing and shall deemed
duly given if mailed or sent by overnight service to the Grantee at the address last specified to
the Company by the Grantee, Grantee’s residence or Grantee’s address appearing on the books of the
Company.
(b) No Right to Continued Service. Nothing in the Plan or in this Agreement shall confer upon
the Grantee any right to continue to serve as an employee of the Company.
(c) Bound by Plan and Company Policy. By signing this Agreement, the Grantee (i) acknowledges
that Grantee has received a copy of the Plan and has had an opportunity to review the Plan, (ii)
agrees to be bound by all the terms and provisions of the Plan and (iii) agrees not to sell any
Restricted Stock at a time when any law, rule, regulation or Company Policy prohibits a sale.
(d) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors,
administrators, heirs and successors of the Grantee.
(e) Invalid Provision. The invalidity or unenforceability of any particular provision thereof
shall not affect the other provisions hereof, and this Agreement shall be construed in all respects
as if such invalid or unenforceable provision had been omitted.
(f) Modifications. No change, modification or waiver of any provision of this Agreement shall
be valid unless the same be in writing and signed by the parties hereto.
(g) Entire Agreement. This Agreement and the Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter contained herein and therein
and supersede all prior communications, representations and negotiations in respect thereto.
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(h) Governing Law. This Agreement and the rights of the Grantee hereunder shall be construed
and determined in accordance with the laws of the State of Delaware, other than the conflicts of
law provisions thereof.
(i) Headings. The headings of the Sections hereof are provided for convenience only and are
not to serve as a basis for interpretation or construction, and shall not constitute a part, of
this Agreement.
(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
(k) Confidentiality. By signing this Agreement, Grantee agrees to keep confidential and not
to disclose to any person or entity information concerning the Company’s Restricted Stock, the
number of shares of Restricted Stock covered by this Agreement or any transactions between the
Grantee and the Company pursuant to this Agreement, except as required by applicable law.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of
the 14th day of February, 2006.
| BUILDERS FIRSTSOURCE, INC. | ||
| By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| Its: Senior Vice President | ||
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