EXHIBIT 10.3


 


BEACON ROOFING SUPPLY, INC.


AMENDED AND RESTATED 2014 STOCK PLAN


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


(Performance-based Vesting)









Grant Information:


 


	Name:	 
	Grant Date:	 
	Target Amount:	 


 


Vesting Date1: _________________


1 Actual vesting subject to
additional provisions found in Section 5 and Section 6 of this agreement


 


A Restricted Stock
Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”),
to the employee named above (the “Grantee”), relating to the common stock, par value $.01 per share (the “Common
Stock”), of the Company, shall be subject to the following terms and conditions and the provisions of the Beacon Roofing
Supply, Inc. Amended and Restated 2014 Stock Plan (“Plan”), a copy of which is attached hereto and the terms of which
are hereby incorporated by reference:


 


		1.	Acceptance by Grantee



 


The receipt of the Award is conditioned
upon its acceptance by the Grantee no later than 30 days from the date the Agreement was delivered. If the Grantee shall fail to
accept this Award by the due date, the Grantee’s Award shall be forfeited to the Company.


 


		2.	Grant of RSUs



 


The Company hereby grants to
the Grantee the Award of RSUs, as set forth above. An RSU is the right, subject to the terms and conditions of the Plan and this
Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 7 of this Agreement. The Award
shall vest in accordance with Section 5 of this Agreement and the vested award shall be adjusted in accordance with Section 6 of
this Agreement.


 


		3.	RSU Account



 


The Company shall maintain an
account (“RSU Account”) on its books in the name of the Grantee which shall reflect the number of RSUs awarded to the
Grantee and any dividend equivalents paid to the Grantee as described in Section 4.


 



     

     


    

 


		4.	Dividend Equivalents



 


Upon the payment of any dividends
on Common Stock occurring during the period preceding the date the RSUs are settled in Common Stock and distributed to the Grantee
as described in Section 7, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends
that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented
by the RSUs in the Grantee’s RSU Account on that date. Such amounts shall be paid to the Grantee in cash at the time and
to the extent the RSUs are distributed to the Grantee. Any dividend equivalents relating to RSUs that are forfeited shall also
be forfeited.


 


		5.	Vesting



 


		(a)	Except as described in (b), (c) and (d) below, the
Grantee shall become vested in the Award on the third anniversary of the date of grant as set forth above (the “Vesting
Date”) if the Grantee remains in continuous employment with the Company or its affiliates until such date.



 


		(b)	If the Grantee’s employment with the Company
and its affiliates terminates prior to the Vesting Date due to death or disability, the Award shall become vested on the date
of such termination of employment. For this purpose “disability” means (as determined by the Committee in its sole
discretion) the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last
for a continuous period of not less than 12 months.



 


		(c)	If the Grantee’s employment with the Company
and its affiliates terminates prior to the Vesting Date due to the Grantee’s retirement, the Award shall become vested on
the Vesting Date (in which case the Award shall be adjusted as described in Section 6), or if earlier, the date of the Grantee’s
death (in which case the Award shall not be adjusted as described in Section 6). For this purpose, “retirement” means
termination of the Grantee’s employment for any reason other than cause (as determined by the Company in its sole discretion)
on or after the Grantee’s attainment age of 65.



 


		(d)	The Award shall be forfeited to the Company upon the
Grantee’s termination of employment with the Company and its affiliates for any reason other than the Grantee’s death,
disability or retirement (as described above) that occurs prior to the Vesting Date.



 


The foregoing provisions of this
Section 5 shall be subject to the provisions of any written employment security agreement or severance agreement that has been
or may be executed by the Grantee and the Company, and the provisions in such employment security agreement or severance agreement
concerning the lapse of restrictions of an Award in connection with the Grantee’s termination of employment shall supersede
any inconsistent or contrary provision of this Section 5.


 



     

     


    

 


		6.	Adjustment of RSUs



  


The number of RSUs subject to
the Award shall be adjusted by the Committee following the end of the three year period that begins on October 1, ____ and ends
on September 30, ____ based on the level of performance goal achievement as described in Exhibit A to this Agreement. Any Award
that vests in accordance with Section 5(b) prior to the Vesting Date shall not be adjusted pursuant to this Section 6.


 


		7.	Settlement of RSUs



 


If a Grantee becomes vested in
this Award in accordance with Section 5, the Company shall distribute to Grantee, or the Grantee’s personal representative,
beneficiary or estate, as applicable, a number of shares of Common Stock equal to the number of vested RSUs subject to the Award,
as adjusted in accordance with Section 6, if applicable. Such shares shall be delivered within 30 days following the date of vesting.


 


		8.	Forfeiture of Award



  


Except as described in Section
5(b) and (c), a Grantee’s Award shall be forfeited to the Company if the Grantee does not remain in continuous employment
with the Company or its affiliates until the Vesting Date.


 


		9.	Withholding Taxes



 


The Grantee shall pay to the
Company an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to the delivery
of any certificate for shares. Payment of such taxes may be made by one or more of the following methods: (a) in cash, (b) in cash
received from a broker-dealer to whom the Grantee has submitted irrevocable instructions to deliver the amount of tax to the Company
from the proceeds of the sale of shares subject to the Award, (c) by directing the Company to withhold a number of shares otherwise
issuable pursuant to the Award with a Fair Market Value equal to the tax required to be withheld, (d) by delivery to the Company
of other Common Stock owned by the Grantee that is acceptable to the Company, valued at its Fair Market Value on the date of payment,
or (e) by certifying to ownership by attestation of such previously owned Common Stock.


 


		10.	Change in Control



 


		(a)	In the event of a Change in Control, as defined in
the Plan, unless the Award is continued or assumed by a public company in an equitable manner, the RSU shall become fully vested
immediately prior to the Change in Control as if the performance criteria set forth in Exhibit A had been met at 100 percent.
The Award shall settle in accordance with Section 7.



 


		(b)	If the Award is continued or assumed by a public company
in an equitable manner, then the performance criteria set forth in Exhibit A shall be deemed to have been satisfied at 100 percent
and the vesting of the Award shall be contingent only upon the Grantee’s employment through the end of the three year period
set forth in Section 6 unless there is a Qualifying Termination within one-year following the Change in Control. If a Qualifying
Termination occurs within one-year following the Change in Control, the Award shall become fully vested immediately and be settled
in accordance with Section 7.



 






     

     


    

 


For purposes of this Section
10: (1)“Qualifying Termination” means the termination of a Grantee’s employment (a) by the employer for any
reason other than Cause; or (b) by a Grantee who was an officer of the Company immediately prior to the Change in Control for Good
Reason; (2) “Cause” means (unless otherwise expressly provided in the Grantee’s employment agreement) the termination
of the Grantee’s employment following the occurrence of any one or more of the following: (a) the Grantee’s conviction
of, or plea of guilty or nolo contendere to, a felony; (b) the Grantee’s willful and continual failure to substantially perform
the Grantee’s duties after written notification; (c) the Grantee’s willful engagement in conduct that is materially
injurious to the employer, monetarily or otherwise; (d) the Grantee’s commission of an act of gross misconduct in connection
with the performance of the Grantee’s duties; or (e) the Grantee’s material breach of any employment, confidentiality,
or other similar agreement with the employer that, if capable of cure, remains uncured 10 days after written notice thereof; (3)
“Good Reason” means, without the Grantee’s consent, (a) a material reduction in the position, duties, or responsibilities
of the Grantee from those in effect immediately prior to such change; (b) a reduction in the Grantee’s base salary; (c) a
relocation of the Grantee’s primary work location to a distance of more than 50 miles from its location as of immediately
prior to such change; or (d) a material breach by the Grantee’s employer of any employment agreement between such employer
and the Grantee provided, however, in all cases, a Grantee must give the Company written notice of the circumstances giving rise
to the Good Reason event and thirty (30) days to cure such circumstance.


 


		11.	Rights as Stockholder



 


The Grantee shall not be entitled
to any of the rights of a stockholder of the Company with respect to the Award, including the right to vote and to receive dividends
and other distributions, until and to the extent the Award is settled in shares of Common Stock.


 


		12.	Award Not Transferable



 


The Award may not be transferred
other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Award
shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to
attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than
in accordance with its terms, shall be void and of no effect.


 






     

     


    

 


		13.	Share Delivery



  


Delivery of shares pursuant to
Section 7 will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s
transfer agent; provided that the Company shall, upon written request from the Grantee (or the Grantee’s estate or personal
representative, as the case may be), issue certificates in the name of the Grantee (or the Grantee’s estate or personal representative)
representing such shares.


 


		14.	Administration



 


The Award shall be administered
in accordance with such regulations as the Committee shall from time to time adopt.


 


		15.	Governing Law



 


This Agreement, and the Award,
shall be construed, administered and governed in all respects under and by the laws of the State of Delaware.


 


By accepting this agreement, the Grantee
agrees to be bound by the terms hereof.


 


BEACON ROOFING SUPPLY, INC.