Exhibit
10.2

    


    BEACON
ROOFING SUPPLY, INC. 2004 STOCK PLAN

    (As
Amended and Restated Effective October 22, 2007)

     

    RESTRICTED
STOCK AWARD AGREEMENT

     

    A
Restricted Stock Award (the “Award”) granted by Beacon Roofing Supply, Inc., a
Delaware corporation (the “Company”), to the employee named in the attached
Award letter (the “Grantee”), of common stock, par value $1.00 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 October 22, 2007 (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.           Transfer
Restrictions.  None of the shares of Common Stock subject to
the Award (“Award Shares”) shall be sold, assigned, pledged or otherwise
transferred, voluntarily or involuntarily, by the Grantee (or the Grantee’s
estate or personal representative, as the case may be), until such restrictions
lapse in accordance with Section 3 below.

     

    3.           Lapse of
Restrictions.  (a) Except as described in Sections 3(b) and
3(c), the restrictions set forth in Section 2 above shall lapse on the
Determination Date, as defined in Section 4 below with respect to the Award
Shares.

     

    (b)         To
the extent the restrictions set forth in Section 2 have not lapsed in accordance
with Section 3(a):

     

    (i)           In
the event that the Grantee’s employment with the Company and all affiliates
terminates due to the Grantee’s death or disability, such restrictions shall
lapse on the date of such termination.  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.

     

    (ii)          In
the event that the Grantee’s employment with the Company and all affiliates
terminates due to the Grantee’s retirement, such restrictions shall lapse on the
Determination Date, or if earlier, the date of the Grantee’s death, in which
case the restrictions shall lapse on the date of such death, and the Award shall
not be adjusted as described in Section 4.  For this purpose,
“retirement” means termination of the Grantee’s employment for any reason other
than cause (as determined by the Company in its sole discretion) on or after the
Grantee’s attainment age of 65.

     

    (c)         The
Award shall be forfeited to the Company upon the Grantee’s termination of
employment with the Company and all affiliates for any reason other than the
Grantee’s death, disability or retirement (as described in Section 3(b) above)
that occurs prior to the date the restrictions lapse as provided in Section 3(a)
above.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (d)           In
the case of a Grantee who is also a Director, if the Grantee’s employment with
the Company and all affiliates terminates before the restrictions set forth in
Section 2 have lapsed, but the Grantee remains a Director, the Grantee’s service
on the Board will be considered employment with the Company and the Grantee’s
Award will continue to vest while his service on the Board continues. Any
subsequent termination of service on the Board will be considered termination of
employment and vesting will determined as of the date of such termination of
employment.

     

    The
foregoing provisions of this Section 3 shall be subject to the provisions of any
written employment security agreement or severance agreement that has been or
may be executed by the Grantee and the Company, and the provisions in such
employment security agreement or severance agreement concerning the lapse of
restrictions of an Award in connection with the Grantee’s termination of
employment shall supercede any inconsistent or contrary provision of this
Section 3.

     

    4.           Adjustment of Award.
The number of shares of Common Stock subject to the Award as described in the
Award letter shall be adjusted by the Committee after the end of the three-year
performance period that begins on October 1, 2010 and ends on September 30,
2013, in accordance with in the Long-Term Incentive Plan established under the
Plan (the “LTIP”).  The date that the Committee determines the level
of performance goal achievement applicable to such Award is the “Determination
Date”. Any Award subject to restrictions that lapse in accordance with Section
3(b)(i) prior to the Determination Date shall not be adjusted pursuant to the
LTIP. The particular performance criterion that applies to the Award is set
forth in Exhibit A to this Agreement.

     

    5.           Forfeiture of
Award.  Notwithstanding the foregoing provisions of this
Agreement, and except as described in Section 3(b), a Grantee’s Award shall be
forfeited to the Company if the Grantee does not remain in continuous employment
until the Determination Date.

     

    6.           Withholding
Taxes.  The Grantee shall pay to the Company an amount
sufficient to satisfy all minimum Federal, state and local withholding tax
requirements prior to the delivery of any certificate for Award
Shares.  Payment of such taxes may be made by one or more of the
following methods:  (a) in cash, (b) in cash received from a
broker-dealer to whom the Grantee has submitted irrevocable instructions to
deliver the amount of tax to the Company from the proceeds of the sale of shares
subject to the Award, (c) by directing the Company to withhold a number of
shares otherwise issuable pursuant to the Award with a Fair Market Value equal
to the tax required to be withheld, (d) by delivery to the Company of other
Common Stock owned by the Grantee that is acceptable to the Company, valued at
its Fair Market Value on the date of payment, or (e) by certifying to ownership
by attestation of such previously owned Common Stock.

     

    7.           Rights as
Stockholder.  The Grantee shall be entitled to all of the
rights of a stockholder of the Company with respect to the Award Shares,
including the right to vote such shares and to receive dividends and other
distributions payable with respect to such Award Shares from the Award Date;
provided, however that the dividends or other distributions shall be accumulated
and held by the Company until the Determination Date and shall be paid to the
Grantee in cash at the time and to the extent the restrictions on the Award
Shares lapse.  The amount of dividends payable to the Grantee shall be
adjusted to reflect the adjustment made to the Award Shares pursuant to Section
4 of this Agreement.

     

    8.           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.  Following the Determination Date, and
provided that the Grantee has complied with all obligations and conditions set
forth in the Plan and this Agreement, 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.

     

    9.           Section 83(b)
Election.  The Grantee may make an election pursuant to
Section 83(b) of the Internal Revenue Code to recognize income with respect
to the Award Shares before the restrictions lapse, by filing such election with
the Internal Revenue Service within 30 days of the Award Date and providing a
copy of that filing to the Company.


    
      
         


      

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

     

    11.           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: 

              	
                   

              


      

    


    
      
         


      

      
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    EXHIBIT
A

     

    Performance
Criterion Applicable to Restricted Stock Award

     

    The
Restricted Stock Award is subject to the following Return on Invested Capital
(ROIC) performance measure:

     

    ROIC
Target:  8.25%

     

    After the
end of the three-year performance period (September 30, 2013), the average of
the Company’s ROIC for each fiscal year in the performance period will be
compared to the Target ROIC.  The Award Shares will be adjusted by
multiplying the number of Award Shares by the applicable percentage set forth
below:

     

    
      
        
          
            	
                    Achievement of

                    ROIC Target

                  	 	
                    Multiplier

                    Percentage

                  
	 
      	 	 
      
	
                    Less
      than 85%

                  	 	
                    0%

                  
	
                    85%

                  	 	
                    50%

                  
	
                    100%

                  	 	
                    100%

                  
	
                    115%
      or more

                  	 	
                    125%

                  


          

        

      

    

     

    Achievement
between 85% and 100% and between 100% and 115% will be adjusted on the basis of
straight-line interpolation.


    
      
         


      

      
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