Exhibit 10.2





Exhibit 10.2




This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1993.




BlueLinx Holdings Inc.

2006 Long-Term Equity Incentive Plan




Restricted Stock Award Agreement




THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of                     , 20_____ 

(the
“Effective Date”), by and between BlueLinx Holdings Inc., a Delaware corporation (the “Company”),
and                                          (“Participant”).



Recitals




A. The Company desires to provide the Participant an opportunity to acquire shares of its
common stock, par value $.01 per share (the “Shares”), to carry out the purposes of its 2006
Long-Term Equity Incentive Plan, as may be periodically amended (the “Plan”), a copy of which has
been made available to Participant and the terms of which are incorporated by reference herein and
shall be considered a part of this Agreement.



B. The Plan provides that each award is to be evidenced by an agreement, setting forth the
terms and conditions of such award.



ACCORDINGLY, in consideration of the promises and of the mutual covenants and agreements
contained herein, the Company and the Participant hereby agree as follows:



1. Restricted Stock Award. Subject to the terms and provisions of this Agreement and the Plan,
the Company hereby grants to Participant as of the date hereof a restricted stock award for
                                        
(_____) Shares (the “Award Shares”). For purposes of Section 16 under the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, the grant
date for the Award Shares shall be the effective date hereof; provided, however, all of
Participant’s right, title, and interest in and to the Award Shares shall be subject to Section 2
below.




2. Vesting of Award Shares.




(a) Vesting. Subject to Sections 2(b), (c) and (d) below, all of Participant’s
right, title, and interest in and to the Award Shares is and shall be contingent upon and
subject to the Participant remaining a member of the Board of Directors of the Company
during the period from the Effective Date through                     , 20_____ 

(the “Service Vesting
Period”). At the end of the Service Vesting Period, and provided that Participant is then a
member of the
Board of Directors of the Company, Participant shall be deemed to be fully vested
without restriction in all of the Award Shares.


 


 









 






(b) In the event Participant ceases to be a member of the Board of Directors of the
Company for any reason other than the death or Disability prior to the end of the Service
Vesting Period, Participant shall forfeit all right, title, and interest in and to the Award
Shares not vested as of such date of termination.




For the purposes to this Agreement, Disability shall have the same meaning as provided
in the Company’s long-term disability plan.




(c) In the event Participant ceases to be a member of the Board of Directors of the
Company as a result of death or Disability prior to the end of the Service Vesting Period,
Participant shall become immediately fully vested without restriction in all Award Shares
granted pursuant to this Agreement.




(d) In the event of a “Change in Control” of the Company as defined in the Plan,
Participant shall thereupon become immediately vested without restriction in all of the
Award Shares.




3. Issuance and Delivery of Certificates for Award Shares.




(a) As soon as practicable after the execution hereof, the Company shall issue in
Participant’s name, and retain in the custody of the Company pursuant to Section 3(b) below,
a certificate for the full number of the Award Shares. The Company shall place a stop
transfer order on its stock records with respect to the Award Shares, and the certificate
for the Award Shares shall contain the following legend:




“The securities evidenced by this certificate were issued
pursuant to a Restricted Stock Award Agreement between the
holder and the issuer dated
 _____, 20_____ 

(the “Agreement”),
and no sale, offer to sell, transfer, pledge, or other
hypothecation of these securities may be made so long as the
securities remain subject to the restrictions set forth in
the Agreement.”




(b) Participant acknowledges and agrees that the Company shall retain the custody of
the certificates for the Award Shares and that the certificates will not be delivered to
Participant except as provided in Section 3(c) below.




(c) As soon as reasonably practicable after the vesting of the Award Shares pursuant to
Section 2 above, the Company will deliver a certificate for the Award Shares, adjusted as
necessary for the actual number of Award Shares in which Participant has become vested,
without the restrictive legend set forth in Section 3(a). Delivery of the certificate under
this Section 3(c) shall be made at the principal office of the Company to the person or
persons entitled thereto during ordinary business hours of the Company not more than thirty
(30) days after the vesting of the Award Shares, or at such time and place and in such
manner as may be determined by the Company.



Hewitt Associates


 


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4. Rights and Restrictions as a Shareholder. During the Participant’s continued service as a
member of the Board of Directors of the Company, and pending the vesting of the Award Shares under
Section 2 above, Participant shall have full voting rights, dividend rights, and other rights as a
shareholder with respect to the Award Shares, subject to the restrictions hereunder. Prior to
vesting of the Award Shares, Participant shall not (i) sell, offer to sell, transfer, pledge, or
hypothecate any record or beneficial interest in the Award Shares, other than to the Company as
provided in this Agreement, or (ii) grant any proxies or voting rights with respect to the Award
Shares. Upon the vesting of the Award Shares pursuant to Section 2 above, Participant (or the
person or persons then entitled to the Award Shares or any portion thereof pursuant to Section 2(c)
above) shall have full rights as a shareholder with respect to the number of Shares delivered with
respect to the Award Shares, including the right to transfer ownership of the Award Shares, subject
to the restrictions described in Sections 7 and 8 hereof.



5. Stock Dividends, Stock Splits, and Other Adjustments. During the time that the Award Shares
are subject to the vesting restrictions set forth in Section 2 above, in the event of any merger,
reorganization, consolidation, capitalization, stock dividend, stock split, or other change in
corporate structure affecting the Shares, such substitution or adjustment shall be made in the
number of Shares subject to this Award (“Adjusted Shares”) as may be determined to be appropriate
by the board of directors, in its sole discretion. As used herein, the term “Award Shares” includes
any related Adjusted Shares. The Company shall retain the custody of each certificate for the
Adjusted Shares pursuant to Section 3 above.



6. Withholding Taxes. Participant shall pay on a timely basis all withholding and payroll
taxes and/or excise taxes required by law with respect to the Award Shares (collectively,
“Withholding Taxes”). The delivery of any Award Shares (or portion thereof) to Participant under
this Agreement shall be subject to and conditioned upon Participant’s payment of all applicable
Withholding Taxes. The Company shall have the power and the right to deduct or withhold vested
Award Shares equal to the minimum statutory amount to satisfy federal, state, and local taxes,
domestic or foreign, required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.



7. Investment Representations. Unless a registration statement under the Securities Act of
1933, as amended (and applicable state securities laws), is in effect with respect to the Award
Shares on the date of issuance of the Award Shares, Participant, or his Designated Beneficiary,
agrees with, and represents to, the Company that Participant is acquiring the Award Shares for the
purpose of investment and not with a view to transfer, sell, or otherwise dispose of the Award
Shares. The Company may require an opinion of counsel satisfactory to it prior to the transfer of
any Award Shares to assure at all times that it will be in compliance with applicable federal and
state securities laws.



8. Legend on Shares if Registered. If a registration statement under the Securities Act of
1933, as amended, is in effect with respect to the Award Shares on the date of issuance of the
Award Shares and Participant is deemed an affiliate of the Company on the date of issuance, the
Company may place a stop transfer order on its stock records with respect to the Award Shares, and
the certificate(s) for the Award Shares may contain substantially the following legend:




“The securities evidenced by this certificate were issued to an
affiliate of the issuer, and the resale of such securities is subject to
the restrictions of
Rule 144 under the Securities Act of 1933, as amended, pertaining to
 shares held by affiliates.”



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9. Expenses. Nothing contained in this Agreement shall be construed to impose any liability on
the Company in favor of the Participant for any cost, loss, or expense the Participant may incur in
connection with, or arising out of any transaction under, this Agreement.



10. No Employment Agreement. Nothing in this Agreement shall be construed to constitute or be
evidence of an agreement or understanding, express or implied, on the part of the Company to employ
the Participant on any terms or for any specific period of time.



11. Nontransferability. The rights of the Participant under this Agreement shall not be
assigned, transferred, pledged, or otherwise hypothecated by the Participant other than by will or
the laws of descent and distribution.



12. Fractional Shares. No fraction of a share shall be deliverable pursuant to this Agreement,
but in the event any adjustment hereunder of the number of the Award Shares shall cause such number
to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole
number of shares.



13. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any benefit under this
Agreement is to be paid in case of his or her death before he or she receives any or all such
benefit. Each such designation shall revoke all prior designations by the Participant, shall be in
a writing form prescribed by the Company, and will be effective only when filed by the Participant
in writing with the Secretary of the Company during the Participant’s lifetime. In the absence of
any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the
Participant’s estate.



14. Complete Agreement, Amendment. This Agreement and the Plan, which by this reference is
hereby incorporated herein in its entirety, contain the entire agreement between the Company and
Participant with respect to the transactions contemplated hereby. Any modification of the terms of
this Agreement must be in writing and signed by each of the parties.



15. Other Legal Requirements. This Agreement and the rights of the Participant hereunder are
subject to all the terms and conditions of the Plan, as the same may be amended from time to time,
as well as to such rules and regulations as the Committee may adopt for administration of the Plan.
The Committee shall have the right to impose such restrictions on any shares acquired pursuant to
this Agreement, as it may deem advisable, including, without limitation, restrictions under federal
applicable securities laws, under the requirements of any stock exchange or market upon which such
shares are then listed and/or traded, and under any blue sky or state securities laws applicable to
such shares. In addition, this Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national securities as may be
required.



16. Governing Law. Any issue related to the formation, execution, performance, and
interpretation of this Agreement shall be governed by the laws of the State of Delaware.



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17. Headings. The section and subsection headings used in this Agreement are for convenient
reference and are not a part of this Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	BlueLinx Holdings Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:                     , 20__	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Accepted:

	 	 	 	 	 	Name:
	 	George R. Judd	 	 
	 

	 	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






Hewitt Associates




 


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