exv10w17



 







    Exhibit 10.17



 




    BUILDERS
    FIRSTSOURCE, INC.

    2007 INCENTIVE PLAN

    RESTRICTED STOCK AWARD AGREEMENT



 



    THIS RESTRICTED STOCK AWARD AGREEMENT, (the
    “Agreement”), dated as of   (the “Grant
    Date”), is made by and between Builders FirstSource, Inc.,
    a Delaware corporation (the “Company”),
    and          (the
    “Grantee”).



 



    WHEREAS, the Company has adopted the Builders FirstSource, Inc.
    2007 Incentive Plan (as amended from time to time, the
    “Plan”), pursuant to which the Company may grant
    shares of Stock that are restricted as to transfer (shares so
    restricted hereinafter referred to as “Restricted
    Stock”);



 



    WHEREAS, the Company desires to grant to the Grantee the number
    of shares of Restricted Stock provided for herein;



 



    NOW, THEREFORE, in consideration of the recitals and the mutual
    agreements herein contained, the parties hereto agree as follows:



 



    Section 1.  Grant
    of Restricted Stock Award



 



    (a) Grant of Restricted Stock.  The
    Company hereby grants to the
    Grantee           shares
    of Restricted Stock on the terms and conditions set forth in
    this Agreement and as otherwise provided in the Plan.



 



    (b) Incorporation of Plan.  The provisions
    of the Plan are hereby incorporated herein by reference. Except
    as otherwise expressly set forth herein, this Agreement shall be
    construed in accordance with the provisions of the Plan and any
    capitalized terms not otherwise defined in this Agreement shall
    have the definitions set forth in the Plan. The Committee shall
    have final authority to interpret and construe the Plan and this
    Agreement and to make any and all determinations thereunder, and
    its decision shall be binding and conclusive upon the Grantee
    and his/her
    legal representative in respect of any questions arising under
    the Plan or this Agreement. Notwithstanding anything else
    contained herein or in the Plan, the Company agrees that in the
    event of a “going private” or similar transaction (a
    “Going Private Transaction”) that results in the
    Company’s common stock ceasing to be listed on a national
    securities exchange or quotation system, the shares of
    Restricted Stock awarded to Grantee shall be treated in the same
    manner as other shares of Restricted Stock under the Plan,
    including with respect to offers to purchase, merger
    consideration, tax payments (including discretionary or special
    bonuses in respect of tax obligations related to the Restricted
    Stock), etc.; provided, however, that nothing shall permit an
    early release of the Restricted Stock or any cash or other
    consideration payable for or on such Restricted Stock (the
    “Going Private Consideration”) prior to the date the
    restrictions on the Restricted Stock normally would have lapsed
    absent any Going Private Transaction (the “Normal Vesting
    Date”). If any Going Private Consideration is payable, such
    Going Private Consideration shall be held in escrow by the
    Company for Grantee until the Normal Vesting Date, subject to
    forfeiture pursuant to the terms of Section 2(e) hereof.
    If, as a result of a Going Private Transaction, Grantee is
    subject to any tax on the Going Private Consideration, upon
    written request by Grantee, along with such supporting
    information the Company reasonably requests, the Company will
    release from such escrow cash or marketable securities, if any
    and to the extent thereof, in an amount sufficient to cover
    taxes payable by Grantee on the Restricted Shares or Going
    Private Consideration that are payable on or before the date the
    Normal Vesting Date.



 



    Section 2.  Terms
    and Conditions of Award



 



    The grant of Restricted Stock provided in Section 1(a)
    shall be subject to the following terms, conditions and
    restrictions:



 



    (a) Ownership of Shares.  Subject to the
    restrictions set forth in the Plan and this Agreement, the
    Grantee shall possess all incidents of ownership of the
    Restricted Stock granted hereunder, including the right to
    receive dividends with respect to such Stock and the right to
    vote such Stock.



 



    (b) Restrictions.  Restricted Stock, and
    any interest therein, may not be sold, assigned, transferred,
    pledged, hypothecated or otherwise disposed of prior to the
    lapse of restrictions set forth in this Agreement













 






    applicable thereto as set forth in Section 2(d). The
    Committee may, in its discretion, cancel all or any portion of
    any outstanding restrictions prior to the expiration of the
    periods provided under Section 2(d).



 



    (c) Certificate; Restrictive Legend.  The
    Grantee agrees that any certificate issued for Restricted Stock
    prior to the lapse of any outstanding restrictions relating
    thereto shall be inscribed with the following legend:



 



    This certificate and the shares of stock represented hereby are
    subject to the terms and conditions, including forfeiture
    provisions and restrictions against transfer (the
    “Restrictions”), contained in the Builders
    FirstSource, Inc. 2007 Incentive Plan and an agreement entered
    into between the registered owner and Builders FirstSource, Inc.
    Any attempt to dispose of these shares in contravention of the
    Restrictions, including by way of sale, assignment, transfer,
    pledge, hypothecation or otherwise, shall be null and void and
    without effect.



 



    (d) Lapse of Restrictions.  Except as may
    otherwise be provided herein, the restrictions on transfer set
    forth in Section 2(b) shall lapse on the second anniversary
    of the Grant Date, so long as (i) the Grantee continues to
    serve as a consultant of the Company pursuant to the terms of
    the Consulting Agreement (the “Consulting Agreement”)
    dated as of the date hereof between Grantee and the Company and
    (ii) provided the Grantee has not violated any of the terms
    of the Consulting Agreement, including without limitation the
    provisions of Article 5 thereof.



 



    Upon the lapse of restrictions relating to Restricted Stock, the
    Company shall issue to the Grantee or the Grantee’s
    personal representative a stock certificate representing
    the           shares
    of Stock, free of the restrictive legend described in
    Section 2(c). If certificates representing such Restricted
    Stock shall have theretofore been delivered to the Grantee, such
    certificates shall be returned to the Company, complete with any
    necessary signatures or instruments of transfer prior to the
    issuance by the Company of such unlegended shares of Stock.



 



    (e) Cessation of Service.  In the event
    that the Grantee’s service to the Company, as a consultant
    of the Company pursuant to the Consulting Agreement, ceases
    prior to the lapsing of restrictions with respect to the
    Restricted Stock granted hereunder (other than as a result of a
    termination thereof by the Company without Cause (as defined in
    the Consulting Agreement)), the Restricted Stock held by the
    Grantee shall be immediately forfeited as of the date of such
    cessation of service. A cessation of service described in the
    foregoing sentence shall be deemed to include, without
    limitation, any violation of the terms of the restrictive
    covenants by Grantee contained in Article 5 of the
    Consulting Agreement, regardless of whether the Company elects
    to terminate the Consulting Agreement.



 



    Restricted Stock forfeited pursuant to this Section 2(e)
    shall be transferred to, and reacquired by, the Company without
    payment of any consideration by the Company, and neither the
    Grantee nor any of the Grantee’s successors, heirs,
    assigns, personal representatives or Permitted Transferees shall
    thereafter have any further rights or interests in such shares
    or certificates. If certificates containing restrictive legends
    shall have theretofore been delivered to the Grantee (or
    his/her
    legatees, personal representative or Permitted Transferee), such
    certificates shall be returned to the Company, complete with any
    necessary signatures or instruments of transfer.



 



    (g) Income Taxes.  The Grantee shall pay
    to the Company promptly upon request, and in any event at the
    time the Grantee recognizes taxable income in respect of the
    Restricted Stock (or, if the Grantee makes an election under
    Section 83(b) of the Code, in connection with such grant),
    an amount equal to the taxes the Company determines it is
    required to withhold under applicable tax laws with respect to
    the Restricted Stock. Such payment shall be made in the form of
    cash, shares of Stock already owned by the Grantee for at least
    six months prior to such lapse of restrictions, shares of
    Restricted Stock upon the lapse of restrictions, or in a
    combination of such methods. The Grantee shall promptly notify
    the Company of any election made pursuant to Section 83(b)
    of the Code.



 



    Section 3.  Miscellaneous



 



    (a) Notices.  Any notice by the Grantee to
    the Company hereunder shall be in writing and shall be deemed
    duly given only upon receipt thereof by the General Counsel of
    the Company at its principal offices. Any notice by




    

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    the Company to the Grantee shall be in writing and shall deemed
    duly given if mailed or sent by overnight service to the Grantee
    at the address last specified to the Company by the Grantee,
    Grantee’s residence or Grantee’s address appearing on
    the books of the Company.



 



    (b) No Right to Continued
    Service.  Nothing in the Plan or in this Agreement
    shall confer upon the Grantee any right to continue to serve as
    a consultant of the Company.



 



    (c) Bound by Plan and Company Policy.  By
    signing this Agreement, the Grantee (i) acknowledges that
    Grantee has received a copy of the Plan and has had an
    opportunity to review the Plan, (ii) agrees to be bound by
    all the terms and provisions of the Plan and (iii) agrees
    not to sell any Restricted Stock at a time when any law, rule,
    regulation or Company Policy prohibits a sale.



 



    (d) Successors.  The terms of this
    Agreement shall be binding upon and inure to the benefit of the
    Company, its successors and assigns, and of the Grantee and the
    beneficiaries, executors, administrators, heirs and successors
    of the Grantee.



 



    (e) Invalid Provision.  The invalidity or
    unenforceability of any particular provision thereof shall not
    affect the other provisions hereof, and this Agreement shall be
    construed in all respects as if such invalid or unenforceable
    provision had been omitted.



 



    (f) Modifications.  No change,
    modification or waiver of any provision of this Agreement shall
    be valid unless the same be in writing and signed by the parties
    hereto.



 



    (g) Entire Agreement.  This Agreement and
    the Plan contain the entire agreement and understanding of the
    parties hereto with respect to the subject matter contained
    herein and therein and supersede all prior communications,
    representations and negotiations in respect thereto.



 



    (h) Governing Law.  This Agreement and the
    rights of the Grantee hereunder shall be construed and
    determined in accordance with the laws of the State of Delaware,
    other than the conflicts of law provisions thereof.



 



    (i) Headings.  The headings of the
    Sections hereof are provided for convenience only and are not to
    serve as a basis for interpretation or construction, and shall
    not constitute a part, of this Agreement.



 



    (j) Counterparts.  This Agreement may be
    executed in counterparts, each of which shall be deemed an
    original, but all of which together shall constitute one and the
    same instrument.



 



    (k) Confidentiality.  By signing this
    Agreement, Grantee agrees to keep confidential and not to
    disclose to any person or entity (other than his potential
    employers, financing sources, and legal, financial, and tax
    advisors) information concerning the Company’s Restricted
    Stock, the number of shares of Restricted Stock covered by this
    Agreement or any transactions between the Grantee and the
    Company pursuant to this Agreement, except as required by
    applicable law or to the extent otherwise publicly disclosed by
    the Company.




    

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    IN WITNESS WHEREOF, this Agreement has been executed and
    delivered by the parties hereto as of
    the           day
    of          ,           .



 



    BUILDERS FIRSTSOURCE, INC.



 





			
	 	    By: 
	
    










			
	 	    Its: 
	
    










 





			
	 	    GRANTEE: 
	






    

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