Unassociated Document


    Exhibit
      10.25.1

     

    BUILDING
      MATERIALS HOLDING CORPORATION

     

    STOCK
      OPTION AGREEMENT

    Pursuant
      to the

    2004
      INCENTIVE AND PERFORMANCE PLAN

     

    


    BUILDING
      MATERIALS HOLDING CORPORATION (the “Company”) hereby grants to the optionee
      attached an option to purchase its Common Stock (the “Option”). The terms and
      conditions of the Option are set forth in this Stock Option Agreement and in
      the
      Company’s 2004 Incentive and Performance Plan (the “Plan”). Unless otherwise
      defined in this Agreement, capitalized terms used herein have the meanings
      designated in the Plan.

     

    TERMS
      AND CONDITIONS

     

     

    1.    VESTING
      AND EXERCISE.

     

    (a)    The
      Option shall not be exercisable as of the Date of Grant. After the Date of
      Grant, to the extent not previously exercised, and subject to termination or
      acceleration and other restrictions as provided in this Agreement and the Plan,
      the Option shall be exercisable to the extent it becomes vested, which shall
      occur in accordance with the Vesting Schedule set forth on the attached Notice
      of Grant of Stock Options.

     

    (b)    Notwithstanding
      the foregoing, if there is a Change in Control of the Company, the Option shall
      immediately vest in full upon such Change in Control, and shall be exercisable
      until the Expiration Date, unless earlier terminated pursuant to Section 5
      of
      this Agreement. 

     

    (c)    To
      the
      extent then exercisable, the Option may be exercised during Optionee’s lifetime
      only by Optionee or by Optionee’s guardian or legal representative in the event
      of the Optionee’s death or disability. 

     

    2.    TRANSFER.

     

    Unless
      otherwise permitted by the Committee, the Option may not be sold, transferred,
      pledged, assigned or otherwise alienated or hypothecated, other than by will
      or
      by the laws of descent and distribution (in which case the descendant or
      beneficiary shall be subject to all terms of this Agreement and all terms of
      the
      Plan applicable to Optionee). Any attempted disposition in violation of this
      Section 2 shall be void. 

     

    3.    LIMITATION
      ON EXERCISE OF INCENTIVE STOCK OPTION.

     

    For
      so
      long as required under Section 422 of the Code and the regulations promulgated
      thereunder, during the term of the Plan, the aggregate Fair Market Value of
      the
      Common Stock with respect to which Incentive Stock Options are first exercisable
      by Optionee under the Plan and all other plans of the Company, its parent or
      any
      Subsidiary during any calendar year shall not exceed $100,000. Options in excess
      of such amount shall be treated as non-qualified stock options. For the purpose
      of this Section 3, the Fair Market Value of the Common Stock shall be determined
      at the time the Incentive Stock Option is granted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.    NOTICE
      OF SALE.

     

    Optionee
      must notify the Company in writing of any sale or other disposition of shares
      of
      Common Stock acquired pursuant to an Incentive Stock Option if such sale or
      other disposition occurs (i) within two years of the grant of the Incentive
      Stock Option or (ii) within one year of the issuance of the shares of
      Common Stock to Optionee.

     

    5.    TERMINATION
      OF EMPLOYMENT.

     

    (a)    Upon
      a
      termination of employment for cause, Optionee will not be entitled to exercise
      the Option at any time after such termination. For purposes of this Section,
      "cause"
      is
      defined as: (i) an act of dishonesty or willful misconduct; (ii) a breach of
      fiduciary duty owed to the Company, any Subsidiary or its stockholders involving
      personal profit or any other material breach of fiduciary duty; (iii) an act
      of
      fraud, embezzlement, malfeasance or misappropriation of Company property or
      any
      Subsidiary's property; (iv) a conviction of an illegal act or felony, or use
      of
      illegal drugs or controlled substances; or (v) a willful failure to perform
      reasonable duties, responsibilities or instructions from the Company or any
      Subsidiary.

     

    (b)    Upon
      termination of employment for any reason other than for cause, Optionee shall
      be
      entitled to exercise his or her Option after termination of employment (i)
      six
      (6) months from
      the
      date of termination if termination was caused by death or disability within
      the
      meaning of Section 22(e)(3) of the Code; and (ii) ninety (90) days from the
      date of termination if termination was caused by other than death or
      disability.

     

    6.    RETIREMENT.

     

    Optionee
      or Permitted Transferee may exercise the Option after retirement as
      follows:

     

    (a)    Retirement
      After Age 55.
      Optionee shall be entitled to exercise any Option other than an Incentive Stock
      Option for a period of thirty-six (36) months from the date of Optionee’s
      retirement from employment after age 55 in accordance with the Company’s
      then-current retirement policy (or the then-current retirement policy of any
      parent or Subsidiary, if applicable), to the extent Optionee was entitled to
      exercise the Option on the date of Optionee’s retirement, and provided that the
      actual date of exercise is in no event after the expiration of the term of
      the
      Option. In the event that Optionee intends to retire from employment after
      age
      55 and Optionee is the holder of one or more Incentive Stock Options, then
      Optionee shall be entitled, for a period of sixty (60) days ending on the date
      which is six (6) months prior to Optionee’s date of retirement, to elect to
      convert one or more Incentive Stock Options into non-statutory stock options
      by
      written request received by the Company within such sixty (60) day period and,
      thereafter, such newly converted non-statutory stock options shall be subject
      to
      the thirty-six (36) month exercise period set forth herein; provided that,
      Optionee actually retires on his or her retirement date. In the event Optionee
      fails to convert any Incentive Stock Option under this paragraph, then such
      Incentive Stock Options shall be governed by the provisions of Section 5 of
      this Agreement.

     

    (b)    Retirement
      at Age 60 or Older.
      Optionee shall be entitled to exercise the Option in accordance with the
      provisions of the Plan and this Agreement, but if Optionee retires at age 60
      or
      older, the Option is also subject to the following accelerated vesting: If
      Optionee retires at age 60 or older, with at least 15 years of service with
      the
      Company and predecessor companies, 50% of Optionee’s unvested Options at the
      date of retirement automatically vest and an additional 5% of Optionee’s
      unvested Options vest for each year of service beyond 15 years. If Optionee
      retires at age 60 or older with 25 or more years of service, all unvested
      Options vest.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.    STATUS
      OF PARTICIPANT

     

    Optionee
      shall not be, or have rights as, a stockholder of the Company with respect
      to
      any of the shares of Common Stock subject to the Option until such shares have
      been purchased and delivered to him or her. The Company shall not be required
      to
      issue or transfer any certificates for shares of Common Stock purchased upon
      exercise of the Option until all applicable requirements of law have been
      complied with and the shares have been duly listed on any securities exchange
      on
      which the Common Stock may then be listed. 

     

    8.    NO
      EFFECT ON CAPITAL STRUCTURE.

     

    The
      Option shall not affect the right of the Company or any Subsidiary to
      reclassify, recapitalize or otherwise change its capital or debt structure
      or to
      merge, consolidate, convey any or all of its assets, dissolve, liquidate,
      windup, or otherwise reorganize. 

     

    9.    EXPIRATION
      OF OPTION.

     

    The
      right
      to purchase Common Stock under the Option shall expire seven (7) years from
      the
      Date of Grant, unless earlier terminated in accordance with the terms of the
      Plan or this Agreement. The Company will make every effort to notify you prior
      to the expiration of an option; however, it is the Optionee's responsibility
      to
      be aware of the date the Option terminates.

     

    10.    COMMITTEE
      AUTHORITY.

     

    Any
      question concerning the interpretation of this Agreement, any adjustments
      required to be made under the Plan, and any controversy that may arise under
      the
      Plan or this Agreement shall be determined by the Committee in its sole
      discretion. Any decisions by the Committee regarding the Plan or this Agreement
      shall be final and binding.

     

    11.    PLAN
      CONTROLS.

     

    The
      terms
      of this Agreement are governed by the terms of the Plan, as it exists on the
      date of the grant and as the Plan is 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.

     

    12.    LIMITATION
      ON RIGHTS; NO RIGHT TO FUTURE GRANTS; EXTRAORDINARY ITEM.

     

    By
      entering into this Agreement and accepting the Option, Optionee acknowledges
      that: (a) the Plan is discretionary and may be modified, suspended or
      terminated by the Company at any time as provided in the Plan; (b) the
      grant of the Option is a one-time benefit and does not create any contractual
      or
      other right to receive future grants of awards or benefits in lieu of awards;
      (c) all determinations with respect to any such future grants, including,
      but not limited to, the times when awards will be granted, the number of shares
      subject to each award, the award price, if any, and the time or times when
      each
      award will be settled, will be at the sole discretion of the Company;
      (d) participation in the Plan is voluntary; (e) the value of the
      Option is an extraordinary item which is outside the scope of Optionee's
      employment contract, if any, unless expressly provided for in any such
      employment contract; (f) the Option is not part of normal or expected
      compensation for any purpose, including without limitation for calculating
      any
      benefits, severance, resignation, termination, redundancy, end of service
      payments, bonuses, long-service awards, pension or retirement benefits or
      similar payments, and Optionee will have no entitlement to compensation or
      damages as a consequence of the forfeiture of any unvested portion of the Option
      as a result of Optionee’s termination of employment for any reason; (g) the
      future value of the Common Stock subject to the Option is unknown and cannot
      be
      predicted with certainty; (h) neither the Plan, the Option nor the issuance
      of the shares underlying the Option confers upon Optionee any right to continue
      in the employ or service of (or any other relationship with) the Company or
      any
      Subsidiary, nor do they limit in any respect the right of the Company or any
      Subsidiary to terminate Optionee’s employment or other relationship with the
      Company or any Subsidiary, as the case may be, at any time with or without
      Cause; and (i) the grant of the Option will not be interpreted to form an
      employment relationship with the Company or any Subsidiary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.    GENERAL
      PROVISIONS

     

    (a)    Notice.
      Whenever any notice is required or permitted hereunder, such notice must be
      in
      writing and delivered in person or by mail (to the address set forth below
      if
      notice is being delivered to the Company) or electronically. Any notice
      delivered in person or by mail shall be deemed to be delivered on the date
      on
      which it is personally delivered, or, whether actually received or not, on
      the
      third business day after it is deposited in the United States mail, certified
      or
      registered, postage prepaid, addressed to the person who is to receive it at
      the
      address set forth in this Agreement. Notices delivered to Optionee in person
      or
      by mail shall be addressed to the address for Optionee in the records of the
      Company. Notices delivered to the Company in person or by mail shall be
      addressed as follows:

     

    
      	
              Company: 

            	 	
              Building
                Materials Holding Corporation

              Attn:
                Legal Department

              720
                Park Blvd., Suite 200

              Boise,
                Idaho 83712

            


    

     

    The
      Company or Optionee may change, by written notice to the other, the address
      previously specified for receiving notices.

     

    (b)    No
      Waiver.
      No
      waiver of any provision of this Agreement will be valid unless in writing and
      signed by the person against whom such waiver is sought to be enforced, nor
      will
      failure to enforce any right under this Agreement constitute a continuing waiver
      of the same or a waiver of any other right hereunder.

     

    (c)    Undertaking.
      Optionee hereby agrees to take whatever additional action and execute whatever
      additional documents the Company may deem necessary or advisable in order to
      carry out or effect one or more of the obligations or restrictions imposed
      on
      either Optionee or the Option pursuant to the express provisions of this
      Agreement.

     

    (d)    Entire
      Contract.
      This
      Agreement and the Plan constitute the entire contract between the parties hereto
      with regard to the subject matter hereof. This Agreement is made pursuant to
      the
      provisions of the Plan and will in all respects be construed in conformity
      with
      the express terms and provisions of the Plan.

     

    (e)    Successors
      and Assigns.
      The
      provisions of this Agreement shall inure to the benefit of, and be binding
      on,
      the Company and its successors and assigns and Optionee and Optionee's legal
      representatives, heirs, legatees, distributees, assigns and transferees by
      operation of law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)    Securities
      Law Compliance.
      The
      Company currently has an effective registration statement on file with the
      Securities and Exchange Commission with respect to the shares of Common Stock
      subject to the Option. The Company intends to maintain this registration but
      has
      no obligation to do so. If the registration ceases to be effective, Optionee
      will not be able to transfer or sell shares of Common Stock issued pursuant
      to
      the Option unless one or more exemptions from registration under applicable
      securities laws are available. Such exemptions from registration are very
      limited and might be unavailable. Optionee agrees that any resale of the shares
      of Common Stock issued pursuant to the Option shall comply in all respects
      with
      the 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.
      The Company shall not be obligated to either issue shares of Common Stock or
      permit the resale of any such shares if such issuance or resale would violate
      any such requirements.

     

    (g)    Information
      Confidential.
      As
      partial consideration for the granting of the Option, Optionee agrees that
      he or
      she will keep confidential all information and knowledge that Optionee has
      relating to the manner and amount of his or her participation in the Plan;
      provided, however, that such information may be disclosed as required by law
      and
      may be given in confidence to Optionee's spouse, tax and financial advisors,
      or
      to a financial institution to the extent that such information is necessary
      to
      secure a loan. 

     

    (h)    Governing
      Law.
      Except
      as may otherwise be provided in the Plan, the provisions of this Agreement
      shall
      be governed by the laws of the State of Delaware, without giving effect to
      principles of conflicts of law.