BUILDING MATERIALS HOLDING CORPORATION RESTRICTED STOCK AGREEMENT Pursuant to the
Pursuant
to
the
2004
INCENTIVE AND PERFORMANCE PLAN
This
Restricted
Stock Agreement (this “Agreement”) is made and entered into as of the 18th day
of January, 2006 (the “Date of Grant”) by and between Building Materials Holding
Corporation, a Delaware corporation (the “Company”) and «To»
(“Grantee”). This
Agreement is entered into pursuant to the Company’s 2004 Incentive and
Performance Plan (the “Plan”) and is subject to the terms thereof. Unless
otherwise defined in this Agreement, capitalized terms used herein have the
meanings designated in the Plan.
| 1. |
GRANT
OF
RESTRICTED STOCK.
|
The
Company hereby,
as of the Date of Grant, grants to Grantee a restricted stock award (the
“Restricted Stock”) of «Stock»
shares of the
Company’s common stock (the “Common Stock”) in accordance with the Plan. The per
share fair market value of the Restricted Stock on the Date of Grant is $xx.xx.
| 2. |
RESTRICTED
PERIOD.
|
The
Restricted
Stock shall be subject to contingencies and/or restrictions for the period
of
time specified in Exhibit A (the “Restricted Period”).
| 3. |
FORFEITURE
OF RESTRICTED STOCK.
|
(a) If
Grantee’s
employment with the Company or any of its subsidiaries is terminated for any
reason prior to the expiration of the Restricted Period, including without
limitation termination of employment upon Grantee’s death or disability, Grantee
shall immediately, and without any further action by the Company or Grantee,
forfeit to the Company the portion of the Restricted Stock with respect to
which
the Restricted Period has not expired, and the certificate(s) representing
such
Restricted Stock shall be cancelled.
(b) Notwithstanding
the
provisions of Section 3(a), unless otherwise specifically set forth in
Exhibit A:
(i) if
Grantee retires
at age 60 or older, with at least 15 years of service with the Company and
predecessor companies, the Restricted Period shall be deemed to have expired
with respect to a number of shares of Restricted Stock equal to 50% of Grantee's
shares that would have otherwise been forfeited to the Company under
Section 3(a), plus an additional 5% of such shares for each year of service
beyond 15 years;
(ii) if
Grantee retires
at age 60 or older, with 25 or more years of service with the Company and
predecessor companies, the Restricted Period shall be deemed to have expired
with respect to all of Grantee's shares of Restricted Stock;
(iii) in
the event of the
death or disability of Grantee prior to the end of the Restricted Period, the
Restricted Period shall be deemed to have expired with respect to a pro rata
number of shares equal to (A) the number of shares of Grantee's Restricted
Stock that would have otherwise been forfeited to the Company under
Section 3(a), multiplied by (B) a fraction, the numerator of which is
the number of complete calendar months from the Date of Grat to the date of
such
death or disability and the denominator of which is the total number of months
in the original Restricted Period; and
(iv) Upon
a Change in
Control (as defined in the Plan), the Restricted Period shall be deemed to
have
expired with respect to all of Grantee's shares of Restricted Stock.
| 4. |
RESTRICTIONS.
|
During
the
Restricted Period with respect to any Restricted Stock, Grantee shall not sell,
transfer, pledge, assign, or otherwise dispose of such Restricted Stock, and
such Restricted Stock shall not be subject to execution, attachment or similar
process. Any attempt prior to the expiration of the Restricted Period in
accordance with Exhibit A to sell, transfer, pledge, assign, or otherwise
dispose of such Restricted Stock, or to subject such Restricted Stock to
execution, attachment or similar process, shall be void.
The
Committee may,
in its sole discretion, impose such other restrictions as it may deem necessary
or desirable for the Company or Grantee to comply with any applicable
(a) federal or state securities laws, rules or regulations, (b) rules
or regulations of any securities exchange on which the stock may be listed,
(c) statute, rules or regulations relating to taxes, or (d) rule or
policy the Company may from time to time adopt (including but not limited any
policies restricting trading in the Company's stock).
| 5. |
TAXES.
|
Grantee
acknowledges that the removal of restrictions or contingencies making the
Restricted Stock freely transferable by Grantee will give rise to a withholding
tax liability unless Grantee has made an election under Section 83(b) of the
Code within 30 days of the Date of Grant, and previously paid the appropriate
income and employment taxes with respect to the Restricted Stock. Grantee agrees
to remit to the Company the amount of any taxes required to be withheld. The
Company reserves the right to take whatever actions are necessary to satisfy
its
tax withholding obligations, including, without limitation, retaining and/or
selling the number of shares of Restricted Stock necessary to satisfy such
withholding obligations.
| 6. |
GOVERNING
LAW.
|
This
Agreement
shall be governed by, and construed, interpreted and enforced under, the laws
of
the State of Delaware, without giving effect to the principles of conflicts
of
law.
| 7. |
ENTIRE
AGREEMENT.
|
This
Agreement,
together with the Plan, constitutes the entire agreement between Grantee and
the
Company relating to this subject matter. No other prior or contemporaneous
agreements, promises, representations, covenants, warranties, or any other
undertaking whatsoever respecting such matters shall be deemed in any way to
exist or to bind any of the parties. Grantee acknowledges and agrees that he
has
not executed this Restricted Stock Agreement in reliance on any such other
agreement, promise, representation, covenant, warranty, or undertaking. The
Restricted Stock Agreement may not be orally modified. All modifications must
be
agreed to in writing and signed by both parties.
| 8. |
PLAN
CONTROLS
|
The
terms of this
Agreement are governed by the terms of the Plan, as it exists on the Date of
Grant and as the Plan may be amended from time to time. In the event of any
conflict between the provisions of this Agreement and the provisions of the
Plan, the terms of the Plan shall control.
| 9. |
CUSTODY
OF
STOCK CERTIFICATES
|
The
Company shall
retain custody of the certificate or certificates evidencing the Restricted
Stock until such time as the Restricted Stock becomes unrestricted through
expiration of the Restricted Period in accordance with Exhibit A. If a portion
of the Restricted Stock becomes unrestricted, the Company, upon the written
request of Grantee, shall deliver a stock certificate for such portion of the
Restricted Stock to Grantee, and shall continue to hold the stock certificate
or
certificates evidencing the remaining amount of Restricted Stock pending
expiration of the Restricted Period or forfeiture under Section 3 of this
Agreement.
| 10. |
REGISTRATION.
|
At
the present time, the Company has an effective registration statement on file
with the Securities and Exchange Commission with respect to the shares of Common
Stock subject to this Restricted Stock Award. The Company intends to maintain
this registration but has no obligation to do so. In the event the registration
ceases to be effective, Grantee will not be able to transfer or sell shares
of
Common Stock issued to Grantee pursuant to this Agreement unless one or more
exemptions from registration under applicable securities laws are available.
Such exemptions from registration are very limited and might be unavailable.
Grantee hereby agrees that any resale of the shares of Common Stock issued
pursuant to this Agreement shall comply in all respects with requirements of
all
applicable securities laws, rules, and regulations (including, without
limitation, the provisions of the Securities Act of 1933, the Securities
Exchange Act of 1934, and the respective rules and regulations promulgated
thereunder) and any other law, rule or regulation applicable thereto, as such
laws, rules, and regulations may be amended from time to time.
| 11. |
STOCKHOLDER
RIGHTS.
|
During
the
Restricted Period, Grantee will have the right to vote Restricted Stock and
will
be entitled to receive any cash dividends payable on the Restricted Stock.
| 12. |
EMPLOYMENT
RIGHTS.
|
No
provision of this agreement shall (a) confer upon Grantee any right to continue
in the employ of the Company or any of its subsidiaries; (b) affect the right
of
the Company and each of its subsidiaries to terminate the employment of Grantee,
with or without cause; or (c) confer upon Grantee any right to participate
in
any employee welfare or benefit plan or other program of the Company or any
of
its subsidiaries other than the Plan. Grantee
hereby acknowledges and agrees that the Company and each of its subsidiaries
may
terminate the employment of Grantee at any time and for any reason, or for
no
reason, unless Grantee and the Company or such subsidiary are parties to a
written employment agreement that expressly provides
otherwise.
IN
WITNESS WHEREOF, the Company has caused this Restricted Stock Agreement to
be
duly executed by its officers thereunto duly authorized, and Grantee has
hereunto set his or her hand as of the date first above written.
| BUILDING MATERIALS HOLDING CORPORATION | ||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||
| Title: Chairman, President and Chief Executive Officer | ||
| GRANTEE: | ||
| |
|
|
| Signed: | ||
|
Print Name: «To» |
||
EXHIBIT
A
RESTRICTED
PERIOD
The
Restricted
Period for 100% of the Restricted Stock shall expire on the date that is three
(3) years from the Date of Grant.