Exhibit 10.3


 


BEACON ROOFING SUPPLY, INC. 2014 STOCK PLAN


 


STOCK OPTION AGREEMENT


 


A Stock Option (the
“Option”) granted as of_________, 2014, by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”),
to the employee named in the attached Option letter (the “Optionee”), for common stock, par value $.01 per share (the
“Common Stock”), of the Company shall be subject to the following terms and conditions:


 


1.            Stock Option Grant. Subject to the provisions set forth herein and the terms and conditions of the Beacon Roofing
Supply, Inc. 2014 Stock Plan, (the “Plan”), a copy of which is attached hereto or which previously has been provided
to the Grantee, and in consideration of the agreements of the Optionee herein provided, the Company hereby grants to the Optionee
an Option to purchase from the Company the number of shares of Common Stock, at the purchase price per share, and on the schedule,
set forth in the Option letter attached hereto. Any Incentive Stock Option is intended to be an incentive stock option within the
meaning of Section 422A of the Internal Revenue Code of 1986.


 


2.            Acceptance by Optionee. The exercise of the Option is conditioned upon its acceptance by the Optionee in the space
provided therefore at the end of this Agreement and the return of an executed copy of this Agreement to the Office
of the General Counsel no later than ____________.


 


3.            Exercise of Option. Written notice of an election to exercise any portion of the Option shall be given by the Optionee,
or his personal representative in the event of the Optionee’s death, in accordance with procedures established by the Compensation
Committee of the Board of Directors of the Company (the “Committee”) as in effect at the time of such exercise.


 


At the time of exercise
of the Option, payment of the purchase price for the shares of Common Stock with respect to which the Option is exercised must
be made by one or more of the following methods: (i) in cash, or (ii) in cash received from a broker-dealer to whom the Optionee
has submitted an exercise notice and irrevocable instructions to deliver the purchase price to the Company from the proceeds of
the sale of shares subject to the Option.


 


If applicable, an amount
sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to delivery of any certificate for
shares of Common Stock must also accompany the exercise. Payment of such taxes can be made by a method specified above, and/or
by directing the Company to withhold such number of shares of Common Stock otherwise issuable upon exercise of the Option with
a fair market value equal to the amount of tax to be withheld.


 


4.            Exercise Upon Termination of Employment. Except as set forth in Section 6 below, if the Optionee’s employment
with the Company and all affiliates terminates for any reason other than death, disability or retirement, the then vested portion
of the Option shall continue to be exercisable until the earlier of the 90th day after the date of the Optionee’s termination
or the date the Option expires by its terms.


 






    	 



    	 



    

 


In the event of the
Optionee’s death, disability or retirement during employment with the Company or any affiliate, the outstanding portion of
the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary
of the date of the Optionee’s death, disability or retirement or the date the Option expires by its terms. For this purpose
(i) “disability” means (as determined by the Committee in its sole discretion) the inability of the Optionee to engage
in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to
result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months,
and (ii) “retirement” means the Optionee’s termination from employment with the Company and all affiliates without
cause (as determined by the Committee in its sole discretion) when the Optionee is 65 or older. (Full vesting of an Incentive Stock
Option may result in all or part of the Option being treated as a Non-Qualified Stock Option in accordance with Section 5.4 of
the Plan.)


 


5.            Option Not Transferable. The Option may be exercised only by the Optionee during his lifetime and may not be transferred
other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Option
shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to
attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Option, other than
in accordance with its terms, shall be void and of no effect.


 


6.            Surrender of or Changes to Agreement. In the event the Option shall be exercised in whole, this Agreement shall be
surrendered to the Company for cancellation. In the event this Option shall be exercised in part, this Agreement shall be delivered
by the Optionee to the Company for the purpose of making appropriate notation thereon, or of otherwise reflecting, in such manner
as the Company shall determine, the change in the number of shares.


 


7.            Forfeiture of Options. If an Optionee's employment with the Company or its subsidiaries terminates due to Cause,
all of the Optionee's Options, including the vested and unvested portions, shall be forfeited as of the date of such termination.
For purposes hereof, “Cause” shall mean: (a) conviction of a felony connected with Optionee’s employment with
the Company or its subsidiaries, (b) misappropriation or theft of property of the Company or its subsidiaries, (c) gross negligence
or willful misconduct in the performance of employee's duties, (d) any act of fraud against the Company or its subsidiaries, and
(e) any unauthorized dissemination of confidential information or trade or business secrets of the Company or its subsidiaries.


 


8.            Change in Control.


 


(a)            In
the event of a Change in Control, as defined in the Plan, unless the Grant is continued or assumed by a public company in an equitable
manner, the Grant shall become fully vested and exercisable immediately prior to the Change in Control. 


 


(b)            If the Grant is continued or assumed by a public
company in an equitable manner, then the Grant shall continue pursuant to its terms unless there is a Qualifying Termination within
one-year following the Change in Control. If a Qualifying Termination occurs within one-year following the Change in Control, the
Grant shall become fully vested and exercisable immediately.


 






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(c)            For purposes of this Section 8: (1) “Qualifying
Termination” means the termination of a Grantee’s employment (a) by the employer for any reason other than Cause; or
(b) by a Grantee who was an officer of the Company immediately prior to the Change in Control for Good Reason; (2) “Cause”
means (unless otherwise expressly provided in the Grantee’s employment agreement) the termination of the Grantee’s
employment following the occurrence of any one or more of the following: (a) the Grantee’s conviction of, or plea of guilty
or nolo contendere to, a felony; (b) the Grantee’s willful and continual failure to substantially perform the Grantee’s
duties after written notification; (c) the Grantee’s willful engagement in conduct that is materially injurious to the employer,
monetarily or otherwise; (d) the Grantee’s commission of an act of gross misconduct in connection with the performance of
the Grantee’s duties; or (e) the Grantee’s material breach of any employment, confidentiality, or other similar agreement
with the employer that, if capable of cure, remains uncured 10 days after written notice thereof; (3) “Good Reason”
means, without the Grantee’s consent, (a) a material reduction in the position, duties, or responsibilities of the Grantee
from those in effect immediately prior to such change; (b) a reduction in the Grantee’s base salary; (c) a relocation of
the Grantee’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such
change; or (d) a material breach by the Grantee’s employer of any employment agreement between such employer and the Grantee
provided, however, in all cases, a Grantee must give the Company written notice of the circumstances giving rise to the Good Reason
event and thirty (30) days to cure such circumstance.


 


9.            Administration. The Option shall be exercised in accordance with such administrative regulations as the Committee
shall from time to time adopt.


 


10.            Governing Law. This Agreement, and the Option, shall be construed, administered and governed in all respects under
and by the laws of the State of Delaware.


 


IN WITNESS WHEREOF,
this Agreement is delivered by the Company as of the ___ day of ______ 2014.


 


BEACON ROOFING
SUPPLY, INC.


 





	AGREED AND ACCEPTED:	 	 	 	 
	 	 	 	 	 
	OPTIONEE	 	 	 	 
	 	 	 	 	 
	  	 	 	 	 
	SIGNATURE	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	PRINT NAME	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Date:	 	 	 	 


 






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