Exhibit
10.3

    


    Description
of Management Cash Bonus Plan

    


           The
following is a description of Beacon Roofing Supply's management cash bonus
plan. The bonus plan provides for the payment of annual cash bonuses to
employees who are considered management level. The bonus plan is administered by
the Board of Directors, which has full authority to select participants, set
bonus amounts, fix performance targets, and, when deemed appropriate under the
totality of the circumstances, pay discretionary bonuses, although the Board
typically performs these functions only for executives. The Board receives
recommendations from the Compensation Committee.

    


            A
base bonus amount is set for each participant. With respect to branch
management, base bonuses are generally 40% earned when meeting their respective
income before taxes target, 40% upon achieving specific management objectives,
10% when meeting their sales target and 10% when the regional income before
taxes target is met. With respect to regional management below the regional vice
president level, base bonuses are generally 50% earned when meeting their
respective income before taxes target, 10% when meeting their sales target and
40% upon achieving specific management objectives. With respect to regional vice
presidents, base bonuses are earned as follows: 60% when meeting the respective
region’s income before taxes target; 10% when meeting the region’s sales target;
10% when the Company meets its income before taxes target; and 20% upon
achieving specific management objectives. With respect to senior vice presidents
responsible for more than one region, 33%-50% (determined on an
individual basis) of their base bonus is
earned if the Company meets its income before taxes target and for meeting
specific corporate management objectives and the other 50%-67% is based on
meeting the respective regions’ income before taxes and sales targets and
specific regional management objectives. For corporate vice presidents, 50% of
their base bonus is earned if the Company meets its income before taxes target
and 50% is earned on achieving specific management objectives.

    


            For
our Named Executive Officers, 90% of the base bonus is earned if the Company
achieves the Company-wide income before taxes target and 10% on qualitative
performance evaluations by the Compensation Committee of our Chairman and our
Chief Executive Officer and by our Chief Executive Officer of the other
executive officers, as presented to the Compensation Committee. The qualitative
performance evaluations consider such factors as leadership and skills
demonstrated in the individual’s role with the Company, long-range planning and
vision, departmental and staff development and professionalism.

    


            For
all of the above participants, if the sales and income before taxes targets are
not met at the 100% level, the participant's bonus with respect to each of those
targets is pro rated on a straight line basis if the participant achieves a
range of 85% to 100% of target, with no bonus paid at less than 85% of target.
In addition, each participant can receive an additional maximum performance
bonus if income before taxes exceeds 100% of target, up to an amount equal to
60% of the base bonus (except 100% for the Chairman and 50% for the Chief
Executive Officer). If the Company exceeds the target, the executive corporate
officers each earn a bonus equal to 6% of the amount of earnings before income
taxes (net of such bonuses) that exceeds the target, up to their respective
maximum performance bonus amount.

    


            No
award will be paid for any fiscal year or portion thereof to a participant whose
employment with the company terminates during such year for a reason other than
retirement, disability, death or other reason approved by the board. In all
cases the payment is in the discretion of the company and the company retains
the right to terminate a participant's participation in the bonus plan at any
time, in which case no bonus may be paid.