EX-10.12



 Exhibit 10.12 

Stock Appreciation Rights Award (#) 

FORM OF 
 CONSTRUCTION
PARTNERS, INC. 
 2018 EQUITY INCENTIVE PLAN 

STOCK APPRECIATION RIGHTS AWARD CERTIFICATE 

THIS IS TO CERTIFY that Construction Partners, Inc., a Delaware corporation (the “Company”), has granted you (the
“Participant”) the following Stock Appreciation Rights (“Rights”) under its 2018 Equity Incentive Plan (the “Plan”), as follows: 

 

							
	Name of Participant:	  		  	
		  	  
	  	
			
	Address of Participant:	  		  	
		  	  
	  	
			
	Number of Shares:	  		  	
		  	  
	  	
			
	Grant Price per Share:	  	$                                    
                                         
                                         
                                      	  	
			
	Date of Grant:	  		  	
		  	  
	  	
				
	 Expiration Date:
	  		  		  	
		  	  
	  	
			
	Vesting Commencement Date:	  		  	
		  	  
	  	

 Vesting Schedule: 

 

									
	 	  	Anniversary of Vesting
Commencement Date	 	  	Percentage/Number of
Shares Vested	 
		  				  	 	%	 
		  				  	 	%	 
		  				  	 	%	 
		  				  	 	%	 

 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 Stock Appreciation Rights 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 Rights granted under this Certificate and the related Stock Appreciation Rights Award Agreement and to receive the Rights designated above subject to the terms of the Plan, this Certificate and the Stock Appreciation Rights Award
Agreement. 
  

									
	PARTICIPANT	  		  	CONSTRUCTION PARTNERS, INC.
				
	  
	  		  	By:	 	
                 

	Name:	  	, an individual	  		  	Title:	 	
                 

					
	Dated:	  	  
	  		  	Dated:	 	
                 



  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Stock Appreciation Rights (Cash-Settled) Award Certificate 








 CONSTRUCTION PARTNERS, INC. 

2018 EQUITY INCENTIVE PLAN 

STOCK APPRECIATION RIGHTS AWARD AGREEMENT 

This Stock Appreciation Rights Award Agreement (this “Agreement”), is made and entered into on the execution date of the
accompanying Stock Appreciation Rights Award Certificate (the “Certificate”), by and between Construction Partners, Inc., a Delaware corporation (the “Company”), and the Participant named in the Certificate. 

Under the Company’s 2018 Equity Incentive Plan (the “Plan”), the Administrator has authorized the grant to the
Participant of the Stock Appreciation Rights under the terms and subject to the conditions set forth in the Certificate, this Agreement and in the Plan. Capitalized terms not otherwise defined in this Agreement 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 herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

1. Grant of Award. The Company hereby grants to the Participant, as of the Date of Grant, the Rights for the Number of Shares specified in the
Certificate. The Rights will be exercisable at the Grant Price from time to time on or before the Expiration Date specified in the Certificate, subject to all of the terms and conditions of the Certificate, this Agreement and the Plan. 

2. Right to Exercise 
 (a) Vesting.
The Award will vest and become exercisable according to the Vesting Schedule set forth in the Certificate. 
 (b) Exercise Period.
Unless the Award expires as provided in Section 3, the Award may be exercised after the Date of Grant to the extent the Award has vested. The Award cannot be exercised for fractional Shares. 

(c) Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, no portion of the Award will be exercisable at any
time before the Plan is approved by the Company’s stockholders. 
 3. Expiration. The Award will expire at 12:01 am Eastern Time on the
Expiration Date set forth in the Certificate or earlier as provided in Section 4 below. 
 4. Termination of Continuous Service. The right to
exercise the Award is subject to the following terms and conditions. 
 (a) Forfeiture of Unvested Rights. If the Participant’s
Continuous Service is terminated for any reason (including Participant’s death or Disability) other than for Cause, the unvested portion of the Award will terminate at the close of business on the date of termination of Continuous Service. 


  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Stock Appreciation Rights (Cash-Settled) Award Agreement 








 (b) For Any Reason other than Death, Disability or Cause. If the Participant’s
Continuous Service is terminated for any reason other than the Participant’s death or Disability or by the Company for Cause, the Participant may exercise the Award to the extent (and only to the extent) the Award is vested and exercisable at
the time of such termination, but only during the period ending on the earlier of (i) the date three months following the termination of the Participant’s Continuous Service or (ii) the Expiration Date, at the end of which period the
Award will immediately terminate and the unexercised Rights will cease to be exercisable. 
 (c) Death or Disability. If the
Participant’s Continuous Service is terminated by reason of the Participant’s death or Disability (or if the Participant dies within three months after the date of termination of the Participant’s Continuous Service for any reason
other than for Cause), the Participant (or his or her legal representative, executor, administrator, heir, or legatee, as the case may be) may exercise the Award to the extent the Award is vested and exercisable at the time of such termination, but
only during the period ending on the earlier of (i) the date 12 months following the termination of the Participant’s Continuous Service or (ii) the Expiration Date, at the end of which period the Award will immediately terminate and
the unexercised Rights will cease to be exercisable. 
 (d) For Cause. If the Company, including any Affiliate, terminates the
Participant’s Continuous Service for Cause, then all of the Participant’s rights under this Agreement will expire and the entire Award will terminate, regardless of whether or to what extent vested, as of the beginning of business on the
date of termination of the Participant’s Continuous Service. 
 (e) Extension of Termination Date. Notwithstanding anything in
this Agreement to the contrary, if the exercise of the Award following the termination of the Participant’s Continuous Service for any reason other than the Participant’s death or Disability or by the Company for Cause would violate any
applicable federal, state or local law, then the Award will remain exercisable until the earlier of (i) the date that is 30 days after the exercise of the Award would no longer violate any applicable federal, state or local law or (ii) the
Expiration Date, at the end of which period the Award will immediately terminate and the unexercised Rights will cease to be exercisable. 
 5. Manner of
Exercise 
 (a) Exercise Notice. To exercise the Award, the Participant (or in the case of exercise after the Participant’s
death or incapacity, the Participant’s legal representative, executor, administrator, heir or legatee, as the case may be) must deliver to the Administrator a fully executed exercise notice and agreement in the form attached hereto, or in any
other form as approved by the Administrator (the “Exercise Notice”). The Exercise Notice must set forth, inter alia, (i) the Participant’s election to exercise the Award; (ii) the number of Shares with respect to
which the Award is being exercised; (iii) any restrictions imposed on the Shares; and (iv) any representations, warranties or agreements regarding the Participant’s investment intent and access to information as the Company may
require to comply with applicable securities laws. The Award may be exercised by someone other than the Participant on submission of documentation reasonably acceptable to the Administrator verifying that the Person has the legal right to exercise
the Award. Notwithstanding anything herein to the contrary, to the extent the Award has not been exercised as of the Exercise Date and has not been terminated under Section 4, the unexercised Rights will automatically be exercised on the
Expiration Date and paid in accordance with Section 5(b). 

  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Stock Appreciation Rights (Cash-Settled) Award Agreement 

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 (b) Payment. On delivery to the Administrator of a signed Exercise Notice, the Company
will pay the Participant the Appreciation Value of the Rights being exercised. The “Appreciation Value” is equal to the product of the number of Shares for which the Award is exercised multiplied by the difference between the Fair
Market Value per Share on the exercise date and the Grant Price. 
 (c) Tax Withholding. As a condition to the exercise of the
Award, before the issuance of Shares the Participant must pay or provide for any applicable federal, state, or local tax withholding obligations of the Company that may arise in connection with the payment of the Appreciation Value. In addition to
the Company’s right to withhold from any compensation paid to the Participant by the Company, including any portion of the Appreciation Value that is paid in cash, the Participant may provide for payment of withholding taxes in full by cash or
check or, if permitted by the Administrator, by one or more of the alternative methods of payment described in the Plan. 
 6. Compliance with Laws and
Regulations. The exercise of the Award and the payment of the Appreciation Value in cash is subject to the Company’s and Participant’s full compliance, to the satisfaction of the Company and its counsel, with all applicable
requirements of federal, state, local and foreign tax and securities laws and with all applicable requirements of any securities exchange on which the Shares may be listed at the time of issuance or transfer. The Participant understands that the
Appreciation Value will be paid in cash and the Company is under no obligation to issue Shares on exercise of the Award. 
 7. Limitations on
Transfer. Except as the Administrator may otherwise authorize in writing in accordance with the Plan and in its sole discretion, the Award may not be transferred in any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of the Participant only by the Participant or, in the event of the Participant’s incapacity, by the Participant’s legal representative. The terms of the Award shall be binding upon the executors,
administrators, successors and assigns of Participant. 
 8. Privileges of Stock Ownership. The Participant will have none of the rights of a
stockholder with respect to any Shares underlying the Award. 
 9. No Right to Continued Service. Nothing in this Agreement or the Plan imposes or may
be deemed to impose, by implication or otherwise, any limitation on any right of the Company and its Affiliates to terminate Participant’s Continuous Service at any time. 

10. General 
 (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 resolution of any dispute by the Administrator will be final and binding on the Company and
Participant. 

  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Stock Appreciation Rights (Cash-Settled) Award Agreement 

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 (b) Entire Agreement. Each of the Plan and the Certificate are incorporated into this
Agreement by reference, and together with this Agreement 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) Notices. Any notice
required under this Agreement to be delivered to the Company must be in writing and addressed to the Secretary of the Company at its principal corporate offices. Any notice required to be 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, this Agreement is binding on Participant and Participant’s heirs, executors, administrators, legal
representatives, successors and assigns. 
 (e) Governing Law. This Agreement is governed by and 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 of the Agreement will remain fully effective and enforceable. 
 11. Receipt and Acceptance. The Participant acknowledges
receipt of a copy of the Plan, the Certificate, this Agreement and the prospectus dated [                    ], 2018 covering the Shares reserved
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
exercise of the Award and that the Participant should consult a tax advisor before exercising the Award. 

  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Stock Appreciation Rights (Cash-Settled) Award Agreement 

Page 4 








 STOCK APPRECIATION RIGHTS EXERCISE NOTICE AND AGREEMENT 

 

	
	
Participant:                 
                                         
              

	
	
Date:                  
                                         
                      


 Construction Partners, Inc. 
 290
Healthwest Drive, Suite 2 
 Dothan, Alabama 36303 
 Attention:
Chief Financial Officer 
 1. Stock Appreciation Rights. I was granted Stock Appreciation Rights (the “Rights”) with respect to
shares of the common stock (the “Shares”) of Construction Partners, Inc. (the “Company”) under the Company’s 2018 Equity Incentive Plan (the “Plan”), my Stock Appreciation Rights Award
Certificate (the “Certificate”) and my Stock Appreciation Rights Agreement (the “Award Agreement”) as follows: 
  

			
	 Award Number:
	  	                                     
                         
		
	 Date of Grant of Award:
	  	                                     
                         
		
	 Number of Shares:
	  	                                     
                         
		
	 Grant Price per Share:
	  	$                                     
                       

 2. Exercise of Rights. I hereby elect to exercise the Rights to receive the Appreciation Value attributable to the
number of Shares indicated below, all of which are vested in accordance with the Certificate and the Award Agreement: 
  

			
	 Number of Shares Exercised:
	  	                                     
                         

 I understand that the Appreciation Value attributable to the number of Shares being exercised will be paid in the form of cash
only. 
 3. Tax Withholding. As a condition of exercise, I authorize payroll withholding and otherwise will make adequate provision for the federal,
state, local and foreign tax withholding obligations of the Company, if any, in connection with my exercise of the Rights. 
 4. Award Holder
Information 
  

	
	 My address is:
                                         
                                         
                                         
     

	
                   
                                         
                                         
                                         
         

	
	 My Social Security Number is:
                                         
                                         
                   



  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Stock Appreciation Rights (Cash-Settled) Exercise Notice and Agreement 

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 5. No Detrimental Activity. I hereby certify that I am in compliance with the terms and conditions of the
Plan and have not engaged in any Detrimental Activity as defined in the Plan. 
 6. Acknowledgement. I acknowledge that I am entitled to the
Appreciation Value of the number of Rights with respect to which I am exercising the Award, and that upon the exercise of the same, I will not be entitled to any future Appreciation Value with respect to those Rights. I understand that I am
exercising my Rights pursuant to the terms of the Plan, the Certificate and my Award Agreement, copies of which I have received and carefully read and understand, and to all of which I expressly assent. This agreement will inure to the benefit of
and be binding on my heirs, executors, administrators, successors and assigns. 
  

	
	Signed,
	
	  

	(Signature)


 Receipt of the above is hereby acknowledged. 
  

	
	CONSTRUCTION PARTNERS, INC.
	
	By:                                     
                    
	Title:                                     
                 
	Date:                                     
                 


  
 Construction Partners,
Inc. 2018 Equity Incentive Plan 
 Stock Appreciation Rights (Cash-Settled) Exercise Notice and Agreement 

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