**Exhibit
      10.40**




**BUILDING
      MATERIALS HOLDING CORPORATION**




**2007** **ANNUAL
      INCENTIVE PROGRAM**









WHEREAS,
      the
      Company obtained shareholder approval of the Building Materials Holding
      Corporation 2004 Incentive and Performance Plan (the " Plan "),
      which
      authorizes the Committee under Section 4.6 to grant annual incentive awards
      ("Annual Incentive Awards") based on the performance of Building Materials
      Holding Corporation ("BMHC" or the "Company"); and which authorizes the
      Committee under Section 4.3 to grant Performance Shares (as defined in the
      Plan);




WHEREAS,
      the
      Compensation Committee of the Board of Directors (the "Committee") established
      this 2007 Annual Incentive Program (the "Incentive Program") for certain
      employees of BMHC and SelectBuild, Inc. ("Participants") to increase the value
      of the Company by aligning the interests of the Participants with those of
      the
      stockholders of the Company through the granting of Annual Incentive Awards;
      and




WHEREAS,
      the
      Committee on November 14, 2006 approved the terms of the Incentive Program
      as
      applicable to SelectBuild, subject to further adjustments allowing for a
      designated portion of the Annual Incentive Award to be paid through the award
      of
      Performance Shares (called "Management Performance Units" or "MPUs") granted
      under the terms and conditions of that form of Management Performance Unit
      Agreement set forth in Exhibit A hereto;




WHEREAS,
      the
      Committee on November 14, 2006 reviewed the terms of the proposed Incentive
      Program as applicable to BMHC, final action being deferred to the February
      meeting of the Committee;




WHEREAS,
      the
      Committee on December 7, 2006 further amended the Incentive Program as
      applicable to SelectBuild;




WHEREAS,
      the
      Committee on February 19, 2007 approved the metrics for the Incentive Program
      applicable to BMHC, subject to final approval of the allocation of funds
      generated by the metrics;




WHEREAS,
      the
      Committee on March 29, 2007 approved the final terms of the Incentive Program
      as
      applicable to BMHC;




WHEREAS,
      the
      Committee on April 19, 2007 approved the final terms of the Incentive Program
      applicable to SelectBuild; and




WHEREAS,
      Section 7
      of the Plan authorizes the Committee to administer the Incentive
      Program.




NOW,
      THEREFORE, the
      Company, through the foregoing actions of the Committee, hereby adopts the
      following Incentive Program effective January 1, 2007.







**1.**  **Calculation
      of Annual Incentive Award**




a.  The
      Annual
      Incentive Award is based on (i) NOPAT and (ii) Economic Profit (EP) performance
      by the Company (for BMHC Participants) or by the SelectBuild business
      segment
      and its regions or market s
      (for SelectBuild
      Participants), relative to targets during the Company’s 2007 fiscal year
      (" Fiscal
      Year
      2007 ").
      Each NOPAT
      amount and each EP amount is multiplied by a funding percentage to determine
      separate pools from which Participants' Annual Incentive Awards will be paid
      based on each Participant's designated individual percentage share of such
      pools. A BMHC Participant will have his or her Annual Incentive Award drawn
      from
      Company-wide pools, and a SelectBuild Participant will have his or her Annual
      Incentive Award drawn from business segment, regional and/or market pools,
      as
      applicable to that Participant. To calculate a Participant's Annual Incentive
      Award, the Participant's individual percentage shares of the pools applicable
      to
      him or her are multiplied by each pool dollar amount for Fiscal Year 2007 and
      the results are added together. Each Participant shall receive an Annual
      Incentive Award Summary setting forth the following features applicable to
      the
      individual Participant:




·
            Funding
                percentages applicable to NOPAT and
                EP;




·
            Pools
                (Company-wide, business segment, regional, market);
                and




·
            Participant's
                individual percentage share of the applicable
                pools.




Calculation
      of the
      Annual Incentive Award is performed by BMHC's Controller and Human Resources
      office and certified by the Committee, whose determination shall be final and
      binding on Participants.




b.  The
      financial
      performance of any business acquired by the Company shall be included in the
      calculation of NOPAT and EP on an as-incurred basis. Gains or losses on the
      sale
      of real estate by the Company shall be included in the calculation of NOPAT
      and
      EP. Other extraordinary or non-recurring gains or losses, including, without
      limitation, impairments due to an accounting rule change or other factor outside
      of management's control and not related to the ongoing operations of the
      Company, shall not be included in the calculation of NOPAT and EP unless
      specifically provided by the Committee. FAS 142 intangible impairments shall
      be
      included in the calculation of NOPAT and EP unless specifically excluded by
      the
      Committee.




**2.**  **Payment
      of
      Annual Incentive Award**




Notwithstanding
      any
      other provision of this Incentive Program or the Plan, the Annual Incentive
      Award, or any portion thereof, is not and shall not be deemed to be earned
      by a
      Participant or payable to Participant until the end of Fiscal Year 2007
      (December 31, 2007). Such final determination and payment of the Annual
      Incentive Award (if any) shall be made within [sixty (60)] days following the
      end of Fiscal Year 2007. The sole exception is for Participants who are employed
      by BMHC but who are not officers, who may receive a mid-year payments of part
      of
      the cash portion only (see below) of their Annual Incentive Award. Payment
      of
      Annual Incentive Awards shall be made partly in the form of a cash lump sum,
      unless deferred in accordance with BMHC's deferred compensation plan for
      eligible employees, and partly in the form of an award of MPUs, which shall
      be
      made automatically on the date that the Committee certifies the value of such
      an
      employee's Annual Incentive Award. The allocation of the Annual Incentive Award
      between cash and MPUs shall be made in the sole determination of the Committee.
      In no event may the value of an Annual Incentive Award (including any grant
      of
      MPUs made as part of such award) exceed $5,000,000.


2




**3.**  **Terms**




a.  *Participant
      must be an active employee of the Company as of the end of Fiscal Year 2007
      (December 31, 2007) in order to receive an Annual Incentive Award or grant
      of
      MPU.* Notwithstanding
      the foregoing, if,
      during Fiscal
      Year 2007, Participant (i) is involuntarily terminated by the Company other
      than
      for Cause, (ii) dies or becomes disabled, (iii) retires at age 55 or older
      with
      at least ten years of service, or (iv) is on an approved leave of absence,
      Participant (or his or her designated beneficiary) shall be eligible to receive
      an Annual Incentive Award that is prorated based on Participant’s number of days
      in active service with the Company during Fiscal Year 2007. Such prorated Annual
      Incentive Award, if any, shall be paid as provided in Section 2. For the avoidance
      of doubt, Participant shall not be entitled to an Annual Incentive Award if,
      before the end of Fiscal Year 2007, Participant is involuntarily terminated
      by
      the Company for Cause or voluntarily terminates employment with the Company
      under any circumstances except as outlined in (i) through (iv) of this
      paragraph.




b.  If
      Participant
      violates any provision of a non-competition agreement or a confidentiality
      agreement with the Company, Participant will not be eligible to receive an
      Annual Incentive Award or any pro rata portion thereof.




c.  Notwithstanding
      any
      other provision of the Plan to the contrary, to the extent an Annual Incentive
      Award is payable to Participant after Participant’s termination of employment
      (other than due to Participant’s death), such payment shall be subject to
      Participant’s execution of an effective release of claims acceptable to the
      Company.




d.  Payments
      made
      pursuant to this Incentive Program are subject to all required federal, state
      and local withholding taxes.




e.  It
      is the intent of
      the parties that the provisions of this Incentive Program conform to the
      requirements of Section 409A of the Internal Revenue Code of 1986 (the
      " Code ")
      and any final
      Treasury Regulations or other authoritative guidance issued thereunder, if
      such
      Code section is applicable, and the Incentive Program shall be so construed
      and
      interpreted. In the event that the Company determines in good faith that any
      provision of this Incentive Program does not comply with Section 409A of the
      Code, the Company may amend this Incentive Program to the minimum extent
      necessary to cause the Incentive Program to comply. In the event that the
      Company determines in good faith that payment of an Annual Incentive Award
      pursuant to Section 2 hereof would violate Section 409A of the Code, then such
      award instead shall be paid on the date Participant incurs a separation from
      service from the Company as defined in Section 409A(a)(2)(A)(i) of the Code
      (or
      six months after such date if Section 409A(a)(2)(B)(i) of the Code
      applies).


3




**4.**  **Administration**




The
      Incentive
      Program shall be administered by the Committee. Any determination made by the
      Committee in interpreting or administering the Incentive Program, including
      determinations made in respect of Management Performance Units granted
      hereunder, shall be final and binding upon Participant. Payments under the
      Incentive Program are intended to qualify as "performance-based compensation"
      within the meaning of Section 162(m) of the Code, and the Incentive Program
      shall be administered consistently with those requirements.




**5.**  **No
      Alienation, Assignment or Encumbrance of Payments**




A
      Participant’s interest hereunder may not be alienated, assigned or encumbered,
      except by will, beneficiary designation, or the laws of descent and
      distribution, or as otherwise approved by the Company in writing.




**6.**  **No
      Employment Contract; No Effect on other Plans**




This
      Incentive
      Program shall not be deemed to be a contract of employment between the Company
      and Participant. Nothing contained herein shall give Participant the right
      to be
      retained in the employ of the Company or shall interfere with the right of
      the
      Company to discharge Participant at any time, with or without reason, for any
      reason or for no reason. This Incentive Program does not affect Participant’s
      right to participate in any other plan or program sponsored by the Company,
      including, without limitation, any discretionary bonus that Participant may
      be
      eligible to receive from time to time.




**7.**  **Beneficiary**




In
      the event an Annual Incentive Award is payable hereunder after a Participant’s
      death, such award shall be paid to Participant’s designated beneficiary, or, if
      none, to Participant's estate.




**8.**  **Definitions**




a.  " Cause "
      means
      (i) conviction of or a plea of *nolo
      contendre* to a felony
      involving moral turpitude; (ii) misappropriating any significant amount of
      funds or property of the Company; (iii) attempting to obtain any
      significant personal profit from any transaction in which Participant has an
      interest which is adverse to the interest of the Company, unless the Company
      has
      first obtained consent from an officer of the Company; or (iv) a pattern of
      gross dereliction of duty that has not been cured within 15 days after
      Participant's receipt of written notice from the Company; provided, however,
      that if "Cause" otherwise is defined in an employment agreement between
      Participant and the Company, it shall have the meaning given in the employment
      agreement.




b.  " Economic
      Profit "
      means NOPAT minus
      the cost of capital as determined by the Company's Controller based on the
      Company's audited financial statements.




c.  " NOPAT "
      means Net
      Operating Profit After Tax as determined by the Company's Controller based
      on
      the Company's audited financial statements.


4




**9.**  **Governing
      Law**




The
      Incentive
      Program shall be governed by, and construed in accordance with, the laws of
      the
      State of California without regard to its conflicts of law principles. All
      actions and proceedings arising out of or relating to the Incentive Program
      shall be heard and determined exclusively in a California state or federal
      court
      sitting in the Northern District of California or in the City and County of
      San
      Francisco, California, as applicable, and the parties hereto hereby irrevocably
      submit to the exclusive jurisdiction of such courts in any such action or
      proceeding and irrevocably agree to the laying of venue in such courts and
      waive
      the defense of an inconvenient forum to the maintenance of any such action
      or
      proceeding.




**10.**  **Captions**




The
      captions of
      this Incentive Program are for convenience and reference only and in no way
      define, describe, extend or limit the scope or intent of this Incentive Program
      or the intent of any provision hereof.




**11.**  **Severability**




Any
      provision of
      this Incentive Program which is deemed invalid, illegal or unenforceable in
      any
      jurisdiction shall, as to that jurisdiction and subject to this paragraph,
      be
      ineffective to the extent of such invalidity, illegality or unenforceability,
      without affecting in any way the remaining provisions hereof in such
      jurisdiction or rendering that or any other provision of this Incentive Program
      invalid, illegal, or unenforceable in any other jurisdiction.


5




**EXHIBIT
      A**




**Form
      of
      Management Performance Unit Agreement**




**BUILDING
        MATERIALS HOLDING CORPORATION**
 
 **MANAGEMENT
        PERFORMANCE UNIT AGREEMENT**
 **Pursuant
        to
        the**
 **2004
        INCENTIVE AND PERFORMANCE PLAN**
 
  This
        Management
        Performance Unit Agreement (this “Agreement”) is made and entered into as of the
        ___ day of _________, 2008 (the “Date of Grant”) by and between Building
        Materials Holding Corporation, a Delaware corporation (the “Company”) and «To»
(“Grantee”). This Agreement is entered into pursuant to the Company’s 2004
        Incentive and Performance Plan (the “Plan”) and is subject to the terms thereof.
        Unless otherwise defined in this Agreement, capitalized terms used herein
        have
        the meanings designated in the Plan or Incentive Program (as defined
        below).
  1.  GRANT
        OF
        MANAGEMENT PERFORMANCE UNITS .
  (a)  The
        Company hereby,
        as of the Date of Grant, grants to Grantee an award of «Units» management
        performance units (the “MPUs”), which are Performance Shares granted pursuant to
        Section 4.3 of the Plan. Each MPU represents Grantee’s right to receive a cash
        settlement, upon vesting, equal to the Fair Market Value of one share of
        Common
        Stock on the vesting date plus Dividend Equivalents (defined below) declared
        with respect to such share during the vesting period. For purposes of this
        Agreement, “Fair Market Value” means the average trading price of Common Stock
        over the 11 trading-day period surrounding ( i.e. ,
        five trading days
        before, the measurement date, and five trading days after) the applicable
        measurement date.
  (b)  The
        number of MPUs
        awarded hereunder is equal to ___% of the dollar value of the Annual Incentive
        Award awarded to Grantee under the Company’s 2007 Annual Incentive Program (the
“Incentive Program”), divided by the Fair Market Value of one share of Common
        Stock on the date the Committee certifies the amount of such Annual Incentive
        Award, and rounded up to the nearest whole share.
  (c)  MPUs
        granted to
        Grantee will be credited to a Management Performance Unit Account, or “MPA,”
which is a hypothetical account designated under Grantee’s name used solely for
        the purpose of tracking the value to be paid to Grantee upon the MPUs’ vesting
        dates.
  2.  VESTING
        AND
        SETTLEMENT .
  MPUs
        shall vest in
        three installments on January 31 of each year following the calendar year
        in
        which the MPUs were granted ( i.e. ,
        one-third on the
        first January 31, one-half of the balance on the second January 31, and the
        remaining balance on the third January 31), so long as Grantee has performed
        service (whether as an employee, director or consultant for the Company,
        SelectBuild Construction, Inc. (“SelectBuild”), or any of their respective
        affiliates) (“Service”) from the beginning of Fiscal Year 2008 to the applicable
        vesting date. MPUs shall be settled in cash by the Company or SelectBuild
        ( i.e. ,
        whichever entity
        Grantee directly provides services to) no later than 60 days after the
        applicable vesting date, provided, however, that the settlement of MPUs is
        subject to delay to the extent necessary to avoid incurring additional taxes
        pursuant to Section 409A of the Code. Grantee shall be entitled, at his or
        her
        election, to defer the cash settlement of MPUs into the BMHC Deferred
        Compensation Plan, pursuant to the terms and conditions of such plan and
        provided that Grantee is eligible to participate in such plan.
  6
  3.  DIVIDEND
        EQUIVALENTS .
  Grantee
        shall be
        entitled to receive Dividend Equivalents with respect to the MPUs granted
        hereunder. “Dividend Equivalent” means the right to receive the cash equivalent
        (credited as additional MPUs) of all dividends paid with respect to one share
        of
        Common Stock. Dividend Equivalents (1) shall be determined when paid by BMHC,
        (2) shall be deemed to be reinvested in the Common Stock, (3) shall vest
        according to the same vesting schedule that applies to the underlying MPUs,
        and
        (4) shall be paid to Grantee at the same time vested MPUs are
        settled.
  4.  TERMINATION
        EVENTS .
  The
        following
        provisions shall apply to all MPUs granted hereunder upon termination of
        Grantee’s Service:
  (a)  If
        Grantee’s
        Service is terminated due to Grantee’s death or Disability, all MPUs credited to
        Grantee’s MPA shall become immediately vested and settled in accordance with
        Section 2. For purposes of this Agreement, “Disability” shall have the
        definition set forth in the Company’s Long-Term Disability Plan, or in the
        absence of such a definition, Disability shall mean Grantee’s inability, due to
        mental or physical incapacity, to substantially perform the duties of his
        or her
        employment for 180 consecutive days, and which impairment is determined to
        be
        total and permanent by a physician selected by the Company or SelectBuild
        ( i.e. ,
        whichever entity
        Grantee directly provides services to) or its insurers and reasonably acceptable
        to Grantee or his or her legal representative.
  (b)  If
        the Company or
        SelectBuild, terminates Grantee’s Service without Cause, all unvested MPUs shall
        become immediately vested and settled in accordance with Section 2.
  (c)  If
        Grantee
        voluntarily terminates Service under any circumstances, except as provided
        in
        Sections 4(a), (d) and (e), or Grantee’s Service is terminated for Cause, all
        MPUs, whether vested or unvested, shall be immediately forfeited without
        settlement or payment of value.
  (d)  If
        Grantee’s
        Service terminates due to Grantee’s Retirement, Grantee’s MPUs shall continue to
        vest as if Grantee had continued to perform Service and shall be settled
        in
        accordance with Section 2.
  (e)  If
        Grantee
        transfers employment from the Company to SelectBuild, or vice versa, without
        otherwise incurring a termination of employment (in the discretion of the
        Committee), MPUs shall continue to vest as if Grantee had not had a break
        in
        Service and shall be settled in accordance with Section 2.
  "Retirement"
        means
        Participant's voluntary termination from the Company (1) after reaching age
        55
        with 10 years of service, or (2) after reaching age 65.
  5.  CHANGE
        IN
        CONTROL .
  All
        MPUs shall
        immediately and fully vest prior to the occurrence of a Change in Control
        and be
        settled no later than 30 days on or after the occurrence of a Change in Control.
        For purposes of this Agreement, Change in Control shall mean: (1) a change
        in
        control occurs at the Company, as defined in Section 3.4.2 of the Plan, or
        (2)
        any of the following occurs with respect to SelectBuild: (i) any “person” (as
        defined in Sections 13(d) and 14(d) of the Exchange Act, including any related
        group), other than the
        Company or an employee
        benefit plan sponsored by the Company or a controlled affiliate of the Company,
        acquires direct or indirect beneficial ownership of 50% or more of the
        outstanding voting equity of SelectBuild; (ii) the consummation of any sale
        or
        disposition of all or substantially all of the consolidated assets of the
        SelectBuild (other than such a sale or disposition immediately after which
        such
        assets will be owned directly or indirectly by the stockholders of SelectBuild
        in substantially the same proportions as prior to such sale or disposition);
        or
        (iii) a liquidation or dissolution of SelectBuild For avoidance of doubt,
        a
        Change in Control under clause (2) above only shall be applicable to employees
        of SelectBuild.
  7
  6.  ADJUSTMENT
        OF
        MPUs .
  (a)  If,
        at any time
        after the Date of Grant, the Committee determines that the earlier determination
        as to the achievement of performance goals under the Incentive Program was
        based
        on incorrect data and that, in fact, the performance goals have not been
        achieved or have been achieved to a greater or lesser extent than originally
        determined and a different number of MPUs would have been granted given the
        correct data, then (i) such portion of the MPUs that were granted erroneously
        shall be forfeited, (ii) any of such erroneously granted MPUs that became
        vested
        shall be deemed to be not vested, (iii) any cash settlement of such erroneously
        granted MPUs shall be repaid by Grantee to the Company or SelectBuild
        ( i.e. ,
        whichever entity
        Grantee directly provides services to) upon notice as provided by the Committee
        or shall reduce further payments of any Annual Incentive Award or cash
        settlement of MPUs from the Company or SelectBuild, and (iv) any MPUs not
        previously granted shall be immediately granted with the same terms and
        conditions as the MPUs originally granted as if they had been granted on
        the
        original Date of Grant.
  (b)  Upon
        the occurrence
        of any event described in Section 8 of the Plan, the Committee shall make
        appropriate, equitable adjustments in the value of the MPUs described herein;
        provided, however, that no such adjustment shall be made to the extent that
        the
        Committee determines that such adjustment would result in the disallowance
        of a
        federal income tax deduction for compensation attributable to the MPUs under
        Section 162(m) of the Code.
  7.  UNFUNDED
        STATUS
        OF MPUs .
  MPUs
        are an
        unfunded obligation of the Company to pay compensation in the future. Neither
        the grant nor vesting of MPUs hereunder, nor the taking of any other action
        in
        respect of MPUs shall give Grantee rights that are greater than those of
        a
        general creditor of the Company; provided, however, that the Company may
        create
        a trust or make other arrangements to meet its obligations in respect of
        MPUs,
        which trusts or other arrangements shall be consistent with the status of
        MPUs
        as an unfunded obligation, unless the Committee otherwise determines with
        the
        consent of Grantee.
  8.  CLAIMS;
        NOTICES .
  (a)  Any
        claim that
        Grantee makes for benefits relating to MPUs shall be filed in writing with
        the
        Committee. Written notice of the disposition of the claim shall be delivered
        to
        Grantee within 60 days after filing. If the claim is denied, the reasons
        shall
        be set forth in a statement delivered to Grantee. The filing of a claim in
        accordance with this Section 8 shall be a condition precedent to the initiation
        of any legal proceeding with respect to such claim.
  8
   (b)  All
        notices or
        other communications made or given in respect off MPUs shall be in writing
        and
        shall be sufficiently made or given if hand-delivered or mailed by certified
        mail addressed to the Grantee at the address contained in the records of
        the
        Company or of SelectBuild, or to the Company [attention of the Committee]
        at the
        Company’s principal office.
  9.  ENTIRE
        AGREEMENT .
  This
        Agreement,
        together with the Plan and the Incentive Program, constitutes the entire
        agreement between Grantee and the Company relating to this subject matter.
        No
        other prior or contemporaneous agreements, promises, representations, covenants,
        warranties, or any other undertaking whatsoever respecting such matters shall
        be
        deemed in any way to exist or to bind any of the parties. Grantee acknowledges
        and agrees that s/he has not executed this Agreement in reliance on any such
        other agreement, promise, representation, covenant, warranty, or undertaking.
        The Agreement may not be orally modified. All modifications must be agreed
        to in
        writing and signed by both parties.
  10.  PLAN
        CONTROLS;
        INCENTIVE PROGRAM .
  (a)  The
        terms of this
        Agreement are governed by the terms of the Plan, as it may be 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.
  (b)  The
        general terms
        set forth in the Incentive Program, including but not limited to applicable
        portions of Sections 2 and 3 thereof, shall apply to the grant, vesting and
        settlement of MPUs.
  11.  SETOFF .
  The
        Company or
        SelectBuild may, to the extent permitted by law, deduct from and set off
        against
        either of their obligations to Grantee from time to time, (including without
        limitation amounts payable in connection with settlement of MPUs, as wages
        or
        benefits or other form of compensation), any amounts that Grantee owes to
        them
        for any reason whatsoever. Grantee shall remain liable for any portion of
        Grantee’s obligation not satisfied by such setoff. By accepting the MPUs granted
        hereunder, Grantee agrees to any deduction or setoff under this Section
        11.
  12.  TRANSFERABILITY
        AND ALIENATION .
  Except
        insofar as
        may otherwise be required by law or Section 11 above, no amount payable at
        any
        time pursuant to this award of MPUs shall be subject in any manner to alienation
        by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment,
        charge, or encumbrance of any kind, nor in any manner be subject to the debts
        or
        liabilities of any person, and any attempt to so alienate or subject any
        such
        amount, whether presently or thereafter payable, shall be void. If any person
        shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach,
        charge, or otherwise encumber any amount payable pursuant to this award of
        MPUs,
        or any part thereof, or if by reason of his or her bankruptcy or other event
        happening at any such time such amount would be made subject to his or her
        debts
        or liabilities or would otherwise not be enjoyed by him or her, then the
        Company, if it so elects, may direct that such amount be withheld and that
        the
        same or any part thereof be paid or applied to or for the benefit of such
        person, his or her spouse, children or other dependents, or any of Grantee’s
        heirs, in such manner and proportion as the Company may deem
        proper.
  9
  13.  NO
        EMPLOYMENT,
        CONTINUED SERVICE OR EQUITYHOLDER RIGHTS .
  This
        Agreement
        shall not give Grantee any right to remain employed by the Company, SelectBuild,
        or any of their respective affiliates, nor shall it provide Grantee with
        any
        rights to any other form of service (such as a consultant or director) with
        any
        of the foregoing entities. The Company and SelectBuild each reserve the right
        to
        terminate the employment or service of Grantee at any time, and for any reason
        or no reason, subject to applicable laws, employee manuals (as may be revised
        from time to time) and any employment or other agreement. Grantee shall not
        have
        the rights of an equityholder of the Company as a result of the grant or
        vesting
        of MPUs.
  14.  COMMITTEE
        AUTHORITY
  Committee
        may
        impose on any MPUs or the exercise thereof, at the date of grant or thereafter,
        such additional terms and conditions, not inconsistent with those set forth
        herein as the Committee shall determine. The Committee shall retain full
        power
        and discretion with respect to any term or condition of an MPU award that
        is not
        mandatory under the Plan. The Committee shall require the payment of lawful
        consideration for an MPU to the extent necessary to satisfy the requirements
        of
        applicable corporate law of the state in which the Company is then
        incorporated.
  IN
        WITNESS WHEREOF, the Company has caused this Management Performance Unit
        Agreement to be duly executed by its officers thereunto duly authorized,
        and
        Grantee has hereunto set his or her hand as of the date first above
        written.
  **BUILDING
                MATERIALS HOLDING CORPORATION**By:Name:Title:**GRANTEE:**Signed:
  10