Exhibit 10.3

    


     BEACON
ROOFING SUPPLY, INC. 2004 STOCK PLAN

    (As
Amended and Restated Effective As Of February 8, 2011)

     

    RESTRICTED
STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS

     

    A
Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing
Supply, Inc., a Delaware corporation (the “Company”), to the non-employee
Director named in the attached Award letter (the “Grantee”), relating to the
common stock, par value $.01 per share (the “Common Stock”), of the Company,
shall be subject to the following terms and conditions and the provisions of the
Beacon Roofing Supply, Inc. 2004 Stock Plan, as Amended and Restated Effective
as of February 8, 2011 (the “Plan”), a copy of which is attached hereto and the terms of
which are hereby incorporated by reference:

     

    1.           Acceptance by
Grantee.  The receipt of the Award is conditioned upon its
acceptance by the Grantee in the space provided therefor at the end of this
Agreement and the return of an executed copy of this Agreement to the General
Counsel of the Company no later than _______________.  If the Grantee
shall fail to return this executed Agreement by the due date, the Grantee’s
Award shall be forfeited to the Company.

     

    2.           Grant of
RSUs.  The Company hereby grants to the Grantee the Award of
RSUs, as set forth in the Award letter.  An RSU is the right, subject
to the terms and conditions of the Plan and this Agreement, to receive a
distribution of a share of Common Stock for each RSU as described in Section 6
of this Agreement.

     

    3.           RSU
Account.  The Company shall maintain an account (“RSU Account”)
on its books in the name of the Grantee which shall reflect the number of RSUs
awarded to the Grantee and any dividend equivalents paid to the Grantee as
described in Section 4.

     

    4.           Dividend
Equivalents.  Upon the payment of any dividends on Common Stock
occurring during the period preceding the date the RSUs are settled in Common
Stock and distributed to the Grantee as described in Section 6, the Company
shall credit the Grantee’s RSU Account with an amount equal in value to the
dividends that the Grantee would have received had the Grantee been the actual
owner of the number of shares of Common Stock represented by the RSUs in the
Grantee’s RSU Account on that date.  Such amounts shall be paid to the
Grantee in cash at the time and to the extent the RSU Account is distributed to
the Grantee.  Any dividend equivalents relating to RSUs that are
forfeited shall also be forfeited.

     

    5.           Vesting.

     

    (a)           Except
as described in (b) and (c) below, the Grantee shall become vested in his Award
on the first anniversary of the date of the grant of the Award if he remains in
continuous service on the Board until such date.

     

    (b)           If
the Grantee’s service on the Board terminates prior to the first anniversary of
the date of the grant of the Award due to death or disability, the Award shall
become vested on such date.  For this purpose “disability” means (as
determined by the Committee in its sole discretion) the inability of the Grantee
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.

     

    (c)           The
Award shall be forfeited to the Company upon the Grantee’s termination of
service on the Board for any reason other than the Grantee’s death or disability
(as described in Section 3(b) above) that occurs prior to the date the RSUs vest
as provided in Section 3(a) above.

     

    6.           Settlement of
Award.  On the date that is six months after the date of the
Grantee’s termination of service on the Board, the Company shall distribute to
him, or his personal representative, beneficiary or estate, as applicable, (a) a
number of shares of Common Stock equal to the number of vested RSUs subject to
the Award and held in his RSU Account, and (b) a cash payment equal to the
dividend equivalents credited to his RSU Account attributable to such vested
RSUs.

     

    7.           Change in
Control.  Notwithstanding the foregoing provisions of the
Agreement, upon a Change in Control of the Company, (a) the Grantee shall become
vested in any then unvested Award and (b) the Company shall immediately
distribute to the Grantee his RSU Account as described in Section 6; provided,
however, that if the Change in Control does not constitute a “change in control”
as described in Treas. Reg. §1.409A-3(i)(5), then distribution of the RSU
Account shall be deferred until the date of the Grantee’s termination of service
on the Board.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    8.           Rights as
Stockholder.  The Grantee shall not be entitled to any of the
rights of a stockholder of the Company with respect to the Award, including the
right to vote and to receive dividends and other distributions, until and to the
extent the Award is settled in shares of Common Stock.

     

    9.           Award Not
Transferable.  The Award 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 Award 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 Award, other than in accordance with its terms, shall be void and of no
effect.

     

    10.          Share
Delivery.  Delivery of the Award Shares will be by book-entry
credit to an account in the Grantee’s name established by the Company with the
Company’s transfer agent; provided that the Company shall, upon written request
from the Grantee (or his estate or personal representative, as the case may be),
issue certificates in the name of the Grantee (or his estate or personal
representative) representing such Award Shares.

     

    11.          Administration.  The
Award shall be administered in accordance with such regulations as the Committee
shall from time to time adopt.

     

    12.          Governing
Law.  This Agreement, and the Award, 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 executed by the Company this __th day of
________, _____, effective as of the ___day of ________, _____.


     

    BEACON
ROOFING SUPPLY, INC.
 

    AGREED AND
ACCEPTED:

    


    GRANTEE


    


    
      
        	 
      
	
                Date:

              	 
      


      

    


    
      
         


      

      
        2