Unassociated Document


    Exhibit
      10.21.1

    


    FIRST
      AMENDMENT TO THE

    AMENDED
      AND RESTATED

    NON-STATUTORY
      STOCK OPTION AGREEMENT

    UNDER
      THE

    1993
      EMPLOYEE STOCK OPTION PLAN

    OF

    BUILDING
      MATERIALS HOLDING CORPORATION

    


    


    This
      Non-Statutory Stock Option Agreement (the "Agreement") is made and entered
      into
      as of the Date of Grant indicated below by and between Building Materials
      Holding Corporation, a Delaware corporation (the "Company"), and the person
      named below as Optionee.

    


    RECITALS

    


    WHEREAS,
      Optionee is an employee, officer or consultant of the Company and/or one or
      more
      of its parents or subsidiaries; and

    


    WHEREAS,
      pursuant to the Company's 1993 Employee Stock Option Plan, as amended (the
      "Plan"), the committee of the Board of Directors of the Company administering
      the Plan (the "Committee") or the Board of Directors (the “Board”) has approved
      the grant to Optionee of an option to purchase shares of the common stock of
      the
      Company (the "Common Stock"), on the terms and conditions set forth
      herein.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals and the covenants set
      forth herein, the parties hereto hereby agree as follows:

    


    1.    Grant
      of Option; Certain Terms and Conditions.
      The
      Company hereby grants to Optionee, and Optionee hereby accepts, as of the Date
      of Grant, an option to purchase the number of shares of Common Stock indicated
      below (the "Option Shares") at the Exercise Price per share indicated below,
      which option shall expire at 5:00 o'clock p.m., Boise, Idaho time on the
      Expiration Date indicated below and shall be subject to all of the terms and
      conditions set forth in this Agreement (the "Option"). The vesting of the Option
      Shares shall occur at a rate of twenty percent (20%) of the Option Shares under
      this grant on December 31 each year commencing on December 31,
      2000.

    


    Optionee:
      

    Date
      of
      Grant: January 20, 2000

    Number
      of
      shares purchasable: 156,000

    Exercise
      Price per share: $10.00

    Expiration
      Date: January 20, 2010

    Annual
      Vesting Rate: 20%

    


    This
      Option is not intended to qualify as an incentive stock option under
      Section 422 of the Internal Revenue Code.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.    Acceleration
      and Termination of Option.

    


    (a)    Termination
      of Employment or Association.

    


    (i)    Death
      or Permanent Disability.
      If
      Optionee shall cease to be an employee of the Company and/or any of its parents
      or subsidiaries ("Employment") or cease to be a consultant of the Company and/or
      any of its parents or subsidiaries ("Association") (in either case, a
      "Termination") by reason of the death or permanent disability of Optionee,
      then
      (A) the portion of this Option that has not vested on or prior to the date
      of such Termination of Employment or Association shall terminate on such date
      and (B) the remaining vested portion of this Option shall terminate upon
      the earlier of the Expiration Date or the date which is twelve (12) months
      after the date of such Termination of Employment or Association. Optionee shall
      not be deemed to have a permanent disability until proof of the existence
      thereof shall have been furnished to the Committee or Board in such form and
      manner, and at such times, as the Committee or Board may require. Any
      determination by the Committee or Board that Optionee does or does not have
      a
      permanent disability shall be final and binding upon the Company and the
      Optionee.

     

    (ii)    Retirement
      After Age 55.
      If
      Optionee's Employment is Terminated by reason of Optionee's retirement in
      accordance with the Company's then-current retirement policy (or the
      then-current retirement policy of any of the Company's parents or subsidiaries,
      if applicable) after age 55 ("Retirement"), then (A) the portion of
      the Option that has not vested on or prior to the date of such Retirement shall
      terminate on such date and (B) the remaining vested portion of the Option
      shall terminate upon the earlier of the Expiration Date or the date which is
      three (3) years after the date of such Retirement. Employees retiring at
      age 60 or above with at least 15 years of service will vest 50 percent of their
      unvested options. An additional five percent will be added for each year of
      service beyond 15 years, with full vesting after 25 years of service, provided
      retirement is on or after age 60. Services includes the Company and predecessor
      company service.

    


    (iii)    Termination
      for Cause.
      If
      Optionee's Employment or Association is Terminated for Cause (as defined in
      the
      Plan), then this Option shall terminate upon the date of such Termination of
      Employment or Association and shall cease to be exercisable.

    


    (iv)    Other
      Termination.
      If
      Optionee's Employment or Association is Terminated for no reason, or for any
      reason other than Retirement, death or permanent disability, or for Cause,
      then
      (A) the portion of this Option that has not vested on or prior to the date
      of such Termination of Employment or Association shall terminate on such date
      and (B) the remaining vested portion of this Option shall terminate upon
      the earlier of the Expiration Date or the date which is three (3) months
      after the date of such Termination of Employment or Association.

    


    (b)    Events
      Causing Acceleration of Option.
      The
      Committee or Board, in its sole discretion, may accelerate the exercisability
      of
      this Option at any time and for any reason. In the event of a Change in Control
      of the Company (as defined in the Plan), this Option shall become immediately
      exercisable in full.

    


    (c)    Other
      Events Causing Acceleration and Termination of Option.
      In the
      event of (a) a dissolution or liquidation of the Company, or (b) a
      merger or consolidation in which the Company is not the surviving corporation,
      the Company shall give to the Optionee, at the time of adoption of the plan
      for
      liquidation, dissolution, merger or consolidation, either: a reasonable time
      thereafter within which to exercise this Option, prior to the effectiveness
      of
      such liquidation, dissolution, merger or consolidation, at the end of which
      time
      this Option shall terminate; or the right to exercise this Option as to an
      equivalent number of shares of stock of the corporation succeeding the Company
      or acquiring its business by reason of such liquidation, dissolution, merger
      or
      consolidation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.    Adjustments.
      In the
      event that the outstanding securities of the class then subject to this Option
      are increased, decreased or exchanged for or converted into cash, property
      and/or a different number of kind of securities, or cash, property and/or
      securities are distributed in respect of such outstanding securities, in either
      case as a result of a reorganization, merger, consolidation, recapitalization,
      reclassification, dividend (other than a regular, quarterly cash dividend)
      or
      other distribution, stock split, reverse stock split or the like, or in the
      event that substantially all of the property and assets of the Company are
      sold,
      then, unless such event shall cause this Option to terminate pursuant to
      Section 2(c) hereof, the Committee or Board shall make appropriate and
      proportionate adjustments in the number and type of shares or other securities
      or cash or other property that may thereafter be acquired upon the exercise
      of
      this Option; provided, however, that any such adjustments in this Option shall
      be made without changing the aggregate Exercise Price of the then unexercised
      portion of this Option. In the event any fractional shares of stock would result
      on account of any such adjustment, then the number of shares shall be rounded
      upward to the nearest whole share.

    


    4.    Manner
      of Exercise.
      This
      Option shall be exercisable during Optionee's lifetime only by Optionee, and
      after Optionee's death only by the person or entity entitled to do so under
      Optionee's last will and testament or applicable to intestate law. This Option
      may be exercised with respect to all or any part of the Option Shares then
      subject to such exercise as follows:

     

    (a)    By
      giving
      the Company written notice of such exercise specifying the number of the Option
      Shares as to which the Option is so exercised and accompanied by an amount
      equal
      to the aggregate Exercise Price of such shares, in the form of any one or
      combination of (i) cash, a certified check or postal or express money order
      payable to the order of the Company in lawful money of the United States,
      (ii) shares of Common Stock previously acquired by Optionee, in
      satisfaction of all or a portion of such aggregate Exercise Price; and any
      Common Stock so delivered shall be valued at its Fair Market Value on the date
      of exercise, or (iii) delivery of a properly executed exercise notice
      together with such other documentation as the Committee or Board and the broker,
      if applicable, shall require to effect an exercise of the Option and delivery
      to
      the Company of the sale proceeds required to pay the aggregate Exercise
      Price.

     

    (b)    If
      required by the Company, by giving satisfactory assurance in writing, signed
      by
      Optionee or his or her legal representative, that such shares are not being
      purchased with a view to the distribution thereof; provided, however, that
      such
      assurance shall be deemed inapplicable to (1) any sale of such shares by
      the Optionee subject to a registration statement covering such sale, which
      has
      heretofore been (or may hereafter be) filed and become effective under the
      Securities Act of 1933, as amended (the "1933 Act"), and with respect to which
      the registration statement is current and no stop order suspending the
      effectiveness thereof has been issued, and (2) any other sale of such
      shares with respect to which, in the opinion of counsel for the Company, such
      assurance is not required to be given in order to comply with the provisions
      of
      the 1933 Act.

    


    As
      soon
      as practicable after receipt of such written notice from Optionee, the Company
      shall, without transfer or issue tax or other incidental expenses to Optionee,
      deliver to Optionee at the office of the Company, or such other place as may
      be
      mutually acceptable to the Company and Optionee, a certificate or certificates
      for such shares, which certificate or certificates may bear such legend or
      legends with respect to restrictions on transfer as counsel for the Company
      deems to be required by applicable provisions of law and this Agreement;
      provided, however, that nothing herein shall be deemed to impose upon the
      Company any obligation to deliver any shares of Common Stock to the Optionee
      if,
      in the opinion of counsel, for the Company, doing so would violate any provision
      of: (i) the 1933 Act; (ii) the Securities Exchange Act of 1934, as
      amended; (iii) any applicable listing requirements of any national
      securities exchange; (iv) any state securities regulation or "Blue Sky"
      laws; or (v) requirements under any other law or regulation applicable to
      the issuance or transfer of such shares. In no event shall the Company be
      required to take any affirmative action to comply with any of such laws,
      regulations or requirements, nor shall the Company be liable for any failure
      to
      deliver shares of Common Stock because such shares have not been registered
      or
      because a registration statement with respect thereto is not current or because
      such delivery would otherwise be in violation of any applicable law or
      regulation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.    Payment
      of Withholding Taxes.
      By
      accepting this Option, the Optionee, both personally and on behalf of any person
      to whom Optionee, both personally and on behalf of any person to whom Optionee's
      rights under this Option shall pass by will or the laws of descent and
      distribution, agrees that, if the Company so requires, whenever Option Shares
      are to be issued by reason of the exercise of this Option, the Optionee or
      such
      other person who is to receive such stock will remit to the Company, prior
      to
      the delivery of any certificate or certificates for such shares, all or any
      part
      of an amount determined by the Company in its discretion to be sufficient to
      satisfy federal, state and local withholding tax requirements which the Company,
      or its counsel, determine may be payable with respect to such exercise. Such
      withholding may be paid in cash, by check payable to the Company, or by delivery
      of shares of the Company's Common Stock, valued at the Fair Market Value of
      such
      Common Stock on the date of delivery or by surrender of a portion of this
      Option.

    


    6.    Notices.
      All
      notices and other communications required or permitted to be given pursuant
      to
      this Agreement shall be in writing and shall be deemed given if delivered
      personally or five (5) days after mailing by certified or registered mail,
      postage prepaid, return receipt requested, to the Company at One Market Plaza,
      Steuart Tower, Suite 2650, San Francisco, CA 94105, Attention: Ellis C. Goebel,
      or to Optionee at the address set forth beneath his or her signature on the
      signature page hereto, or at such other addresses as they may designate by
      written notice in the aforesaid manner.

    


    7.    Restrictions
      on Transfer.
      Under
      the Plan, options are subject to limited transferability by the original option
      holder subject to the approval of the compensation committee or Board of
      Directors.

    


    8.    The
      Plan.
      This
      Option is granted pursuant to the Plan, as in effect on the Date of Grant,
      and
      is subject to all the terms and conditions of the Plan, as the same may be
      amended from time to time; provided, however, that no such amendment shall
      deprive Optionee, without his or her consent, of this Option or of any of
      Optionee's rights under this Agreement. The interpretation and construction
      by
      the Committee or Board of the Plan, this Agreement, this Option and such rules
      and regulations as may be adopted by the Committee or Board for the purpose
      of
      administering the Plan shall be final and binding upon Optionee. Until this
      Option shall expire, terminate or be exercised in full, the Company shall,
      upon
      written request therefore, send a copy of the Plan, in its then-current form,
      to
      Optionee or any other person or entity then entitled to exercise this Option.
      Each capitalized term used herein but not defined herein shall have the meaning
      ascribed thereto in the Plan.

    


    9.    Stockholder
      Rights.
      No
      person or entity shall be entitled to vote, receive dividends or be deemed
      for
      any purpose the holder of any Option Shares until this Option shall have been
      duly exercised to purchase such Option Shares in accordance with the provisions
      of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    10.    Employment
      or Association Rights; Other Plans.
      No
      provision of this Agreement or of this Option granted hereunder shall
      (a) confer upon Optionee any right to continue in the employ of or to
      associate with the Company or any of its parents or subsidiaries,
      (b) affect the right of the Company and each of its parents and
      subsidiaries to terminate the Employment or Association of Optionee, with or
      without cause, or (c) confer upon Optionee any right to participate in any
      employee welfare or benefit plan or other program of the Company or any of
      its
      parents or subsidiaries other than the Plan. Nothing in this Agreement is
      intended to be a substitute for, or shall preclude or limit the establishment
      or
      continuation of, any other plan, practice or arrangement for the payment of
      compensation or benefits to Optionees generally, which the Company or its
      parents or subsidiaries now has or may hereafter lawfully put into effect,
      including, without limitation, any retirement, pension, insurance, stock
      purchase, incentive compensation or bonus plan. Optionee hereby acknowledges
      and
      agrees that the Company and each of its parents and subsidiaries may terminate
      the Employment or Association of Optionee at any time and for any reason, or
      for
      no reason, unless Optionee and the Company or such parent or subsidiary are
      parties to a written employment or other agreement that expressly provides
      otherwise.

    


    11.    Binding
      Effect of Agreement.
      This
      Agreement shall be binding upon and inure to the benefit of any successors
      and
      assigns of the Company or its parents or subsidiaries, and upon Optionee and
      Optionee's heirs, executors, administrators, personal representatives, permitted
      assignees and successors in interest.

    


    12.    Governing
      Law.
      This
      Agreement and the Option granted hereunder shall be governed by and construed
      and enforced in accordance with the laws of the State of Delaware, excluding
      the
      choice of law provisions thereof.

    


    IN
      WITNESS WHEREOF, the Company and Optionee have duly executed this Agreement
      as
      of the Date of Grant.

    


    BUILDING
      MATERIALS HOLDING CORPORATION

     

     

    Robert
      E.
      Mellor

    President
      & Chief Executive Officer

     

    OPTIONEE

     

     

    By:
      ______________________________