EX-10.10



 Exhibit 10.10 

Restricted Stock Unit Award (#) 

FORM OF 
 CONSTRUCTION
PARTNERS, INC. 
 2018 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD CERTIFICATE 

THIS IS TO CERTIFY that Construction Partners, Inc., a Delaware corporation (the “Company”), has granted you (the
“Participant”) hypothetical units of Common Stock (“Restricted Stock Units”) under the Company’s 2018 Equity Incentive Plan (the “Plan”), as follows: 

 

					
	 Name of Participant:
	  	
		  	  

	 Address of Participant:
	  	
		  	  

	
                   
     
	  	
		  	  

	 Number of Restricted Stock Units:
	  	
		  	  

	 Date of Grant:
	  	
		  	  

	 Vesting Commencement Date:
	  	
		  	  

	 Settlement Date:
	  	
		  	  

		
	 Vesting Schedule:
	  	 Date
                                         
                   Percentage/Number of

                       
                                         
          Vested Shares


 By your signature and the signature of the Company’s representative below, you and the Company agree to be bound by all
of the terms and conditions of the accompanying Restricted Stock Unit Award Agreement and the Plan (both incorporated herein by this reference as if set forth in full in this document). By executing this Certificate, you hereby irrevocably elect to
accept the Restricted Stock Unit rights granted under this Certificate and the related Restricted Stock Unit Award Agreement and to receive the Restricted Stock Units designated above subject to the terms of the Plan, this Certificate and the Award
Agreement. 
  

									
	PARTICIPANT	  		  	CONSTRUCTION PARTNERS, INC.
				
	  
	  		  	By:	 	
                 

	Name:	  	, an individual	  		  	Title:	 	
                 

					
	Dated:	  	  
	  		  	Dated:	 	
                 



  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Restricted Stock Unit Award Certificate 








 CONSTRUCTION PARTNERS, INC. 

2018 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

This Restricted Stock Unit Award Agreement (the “Agreement”), is entered into on the Date of Grant, subject to the
Participant’s acceptance of the terms of the Agreement evidenced by the Participant’s signature on the Restricted Stock Unit Award Certificate accompanying this Agreement (the “Certificate”), by and between Construction
Partners, Inc., a Delaware corporation (the “Company”), and the Participant named in the Certificate. 
 Under the
Construction Partners, Inc. 2018 Equity Incentive Plan (the “Plan”), the Administrator has authorized the grant to the Participant of the number of Restricted Stock Units set forth in the Certificate (the “Award”),
under the terms and subject to the conditions set forth in this Agreement, the Certificate and the Plan. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Plan. 

NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises
contained in this Agreement and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

1. Basis for Award. This Award is granted under the Plan for valid consideration provided to the Company by the Participant. By the Participant’s
execution of the Certificate, the Participant agrees to accept the Award rights granted under the Certificate and this Agreement and to receive the Restricted Stock Units designated in the Certificate subject to the terms of the Plan, the
Certificate and this Agreement. 
 2. Restricted Stock Units Awarded. The Company hereby awards and grants to the Participant the number of Restricted
Stock Units set forth in the Certificate. Each Restricted Stock Unit represents a right to receive one Share (or the cash equivalent) from the Company, and any Dividend Equivalents (as defined below) credited to the Participant’s Restricted
Stock Unit Account (as defined below) with respect to that Share, upon vesting of the Restricted Stock Unit as provided in Section 3 below. Vested Restricted Stock Units will be settled as provided in Section 5 below. The Company shall
establish and maintain an account (the “Restricted Stock Unit Account”) for the Participant and will credit that account for the number of Restricted Stock Units granted to the Participant and for any Dividend Equivalents as
provided in Section 4 below. The value of each Restricted Stock Unit on any given date will equal the Fair Market Value of one Share on that date. 
 3.
Vesting. The Restricted Stock Units will vest in accordance with the Vesting Schedule set forth in the Certificate, on condition that the Participant is in Continuous Service on each vesting date. If the Participant ceases Continuous Service
for any reason the Participant will immediately forfeit all unvested Restricted Stock Units and any Dividend Equivalents credited to the Restricted Stock Unit Account. 

  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Restricted Stock Unit Award Agreement 








 4. [Dividend Equivalents. If the Company pays any cash dividend on its outstanding Common Stock for which
the record date occurs after the Date of Grant, the Administrator will credit the Participant’s Restricted Stock Unit Account as of the dividend payment date in an amount equal to the amount of the dividend paid by the Company on a single Share
multiplied by the number of unvested Restricted Stock Units under this Award as of that record date (“Dividend Equivalents”). Dividend Equivalents will be subject to the vesting requirements of Section 3 of this Agreement. No
Dividend Equivalent will vest or be paid to the Participant unless and until the corresponding Restricted Stock Unit vests and is settled.] 
 5.
Settlement. The Company will settle the Restricted Stock Units on the Settlement Date or Dates set forth in the Certificate by issuing to the Participant one Share for each Restricted Stock Unit that has satisfied all vesting requirements on
that Settlement Date and cash in the amount of any Dividend Equivalents credited to the Restricted Stock Unit Account with respect to that Share. On settlement, the Restricted Stock Units, and any related Dividend Equivalents, will cease to be
credited to the Restricted Stock Unit Account. If the Certificate does not specify a Settlement Date, the applicable Settlement Date will be the applicable vesting date set forth in the Vesting Schedule. Subject to the satisfaction of the
withholding provisions in Section 8 below, the Administrator will cause the Shares to be issued to the Participant on the applicable Settlement Date either by an appropriate entry in the books of the Company or of the Company’s transfer
agent or by delivery of a stock certificate, and will cause cash to be delivered in the amount of any Dividend Equivalents credited to the Restricted Stock Unit Account with respect to such Shares, free of all restrictions hereunder, except for
applicable securities laws restrictions, and will enter the Participant’s name as stockholder of record with respect to such Shares on the books of the Company. The Participant acknowledges and agrees that Shares may be issued in electronic
form as a book entry with the Company’s transfer agent and no physical certificates need be issued. 
 6. Restrictions on Transfer. Until the
applicable Settlement Date, the Restricted Stock Units and any related Dividend Equivalents credited to the Restricted Stock Unit Account may not be pledged, hypothecated or transferred in any manner other than by will or by the applicable laws of
descent and distribution, or if approved in writing by the Administrator, by gift or domestic relations order to a Permitted Transferee, provided that the Restricted Stock Units and any related Dividend Equivalents credited to the Restricted Stock
Unit Account will remain subject to the terms of the Plan, the Certificate and this Agreement. 
 7. Compliance with Laws and Regulations. The
issuance and transfer of Common Stock on any Settlement Date is subject to the Company’s and the Participant’s full compliance, to the satisfaction of the Company and its counsel, with all applicable requirements of federal, state and
foreign securities laws and with all applicable requirements of any securities exchange on which the Common Stock may be listed at the time of issuance or transfer. The Participant understands that the Company is under no obligation to register or
qualify the Shares with the Securities and Exchange Commission, any state securities commission, foreign securities regulatory authority or any securities exchange to effect such compliance. 

  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Restricted Stock Unit Award Agreement 

Page 2 








 8. Tax Withholding. As a condition to settlement under Section 5, on or before the date on which any
of the Restricted Stock Units vest the Participant must pay to the Company any federal, state or local taxes required by law to be withheld with respect to the Restricted Stock Units, and any Dividend Equivalents then credited to the Restricted
Stock Unit Account, that vest. In addition to the Company’s right to withhold from any compensation paid to the Participant by the Company, including the Participant may provide for payment of withholding taxes in full by cash or check or, if
the Administrator permits, by one or more of the alternative methods of payment set forth in the Plan. 
 9. No Right to Continued Service. Nothing in
this Agreement or the Plan is intended to impose or may be deemed to impose, by implication or otherwise, any limitation on any right of the Company or its Affiliates to terminate the Participant’s Continuous Service at any time. 

10. Representations and Warranties of the Participant. The Participant represents and warrants to the Company as follows: 

(a) Acknowledgement and Agreement to Terms of the Plan. The Participant acknowledges receipt of a copy of the Plan, the Certificate,
this Agreement and the prospectus dated [            ], 2018 covering the Shares reserved for issuance under the Plan. The Participant has read and understands the terms of the Plan, the
Certificate and this Agreement and agrees to be bound by their terms and conditions. The Participant acknowledges that there may be adverse tax consequences on the vesting and settlement of the Restricted Stock Units and any Dividend Equivalents and
on disposition of any Shares received on settlement of the Restricted Stock Units, and that the Participant should consult a tax advisor before such time. The Participant agrees to sign such additional documentation as the Company may reasonably
require from time to time. 
 (b) Compliance with Securities Laws. The Participant understands and acknowledges that, notwithstanding
any other provision of the Agreement to the contrary, the issuance and holding of Shares is expressly conditioned on compliance with the Securities Act and all applicable federal, state and foreign securities laws. The Participant agrees to
cooperate with the Company to ensure compliance with such laws. 
 11. No Interest in Company Assets. All amounts credited to the Participant’s
Restricted Stock Unit Account under this Agreement will continue for all purposes to be part of the general assets of the Company. The Participant’s interest in the Restricted Stock Unit Account will make the Participant only a general,
unsecured creditor of the Company. 
 12. No Stockholder Rights before Issuance. The Participant will have no right, title or interest in, nor be
entitled to vote or to receive distributions in respect of, nor otherwise be considered the owner of, any of the Shares covered by the Restricted Stock Units until the Shares are issued in accordance with Section 5. 

13. General Terms 
 (a)
Interpretation. Any dispute regarding the interpretation of this Agreement must be submitted by the Participant or the Company to the Administrator for review. The Administrator’s resolution of such dispute will be final and binding on
the Company and the Participant. 

  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Restricted Stock Unit Award Agreement 

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 (b) Entire Agreement. This Agreement, the Certificate and the Plan constitute the entire
agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. In the event of a conflict or inconsistency between the terms and conditions of this Agreement, the Certificate and the Plan, the
Plan will govern. 
 (c) Modification. This Agreement may be modified only in writing signed by both parties. 

(a) Notices. Any notice required under this Agreement to be delivered to the Company must be in writing and addressed to the Corporate
Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant must be in writing and addressed to the Participant at the address indicated on the Certificate or to such other address as
the Participant designates in writing to the Company. All notices will be deemed to have been delivered: (i) on personal delivery, (ii) five days after deposit in the United States mail by certified or registered mail (return receipt
requested), (iii) two business days after deposit with any return receipt express courier (prepaid) or (iv) one business day after transmission by fax or email. 

(d) Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding on and inure
to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement is binding on the Participant and the Participant’s heirs, executors, administrators, legal
representatives, successors and assigns. 
 (e) Governing Law. This Agreement is governed by and to be construed in accordance with
the laws of the State of Delaware without giving effect to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then that provision will be enforced to the maximum extent
possible and the other provisions will remain fully effective and enforceable. 

  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Restricted Stock Unit Award Agreement 

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