Exhibit 10.16
BUILDING MATERIALS CORPORATION OF AMERICA
2001 LONG-TERM INCENTIVE PLAN
Amended and Restated Effective as of January 1, 2005
INTRODUCTION
Building Materials Corporation of America, a Delaware corporation (hereinafter
referred to as the "Corporation") established the "BUILDING MATERIALS
CORPORATION OF AMERICA 2001 LONG-TERM INCENTIVE PLAN" (hereinafter referred to
as the "Plan") to permit the grant of Incentive Units (as hereafter defined) to
eligible employees of the Corporation and the Subsidiaries (as hereafter
defined).
The Plan provides for a long term incentive system that supports the
Corporation's business strategy and emphasizes pay-for performance by tying
reward opportunities to corporate goals.
The Plan's original effective date was December 31, 2000 (the "Effective
Date").
The Corporation hereby amends and restates the Plan, effective as of
January 1, 2005, to comply with the provisions of Section 409A of the Code
(hereinafter defined) and regulations and guidance issued thereunder
("Section 409A").
The Plan shall be interpreted and administered consistent
with this intent and shall apply to all outstanding and prospective Incentive
Unit awards.
I.
DEFINITIONS
For purposes of this Plan, the following terms shall be defined as follows
unless the context clearly indicates otherwise:
(A)
"AFFILIATE" SHALL MEAN ANY MEMBER OF THE GROUP OF CORPORATIONS,
TRADES OR BUSINESSES OR OTHER ORGANIZATIONS COMPRISING THE "CONTROLLED GROUP"
WITH THE CORPORATION.
FOR PURPOSES OF THE FOREGOING, WHETHER AN ENTITY IS
AFFILIATED SHALL BE DETERMINED PURSUANT TO THE CONTROLLED GROUP RULES OF CODE
SECTION 414; HOWEVER, A 50% MINIMUM OWNERSHIP THRESHOLD SHALL BE USED WHEN
APPLYING THE APPLICABLE PROVISIONS OF (A) CODE SECTION 1563 FOR DETERMINING A
CONTROLLED GROUP OF CORPORATIONS UNDER CODE SECTION 414(B), AND (B) TREASURY
REGULATION SECTION 1.414(C)-2 FOR DETERMINING THE TRADES OR BUSINESSES THAT ARE
UNDER COMMON CONTROL UNDER CODE SECTION 414(C).
(B)
"BENEFICIARY" SHALL MEAN ONE OR MORE PERSONS, TRUSTS, ESTATES OR
OTHER ENTITIES DESIGNATED BY THE EMPLOYEE IN ACCORDANCE WITH SECTION V THAT ARE
ENTITLED TO RECEIVE PAYMENT OF A GAIN UNDER THIS PLAN UPON THE DEATH OF AN
EMPLOYEE.
(C)
"BOARD OF DIRECTORS" OR "BOARD" SHALL MEAN THE BOARD OF DIRECTORS
OF THE CORPORATION. ALL DETERMINATIONS BY THE BOARD SHALL BE MADE IN GOOD FAITH
IN ITS SOLE DISCRETION AND SHALL BE BINDING AND CONCLUSIVE.
(D)
"BOOK VALUE" SHALL MEAN, AS OF ANY VALUATION DATE, THE SUM OF
(I) $268,542,680, (II) THE CUMULATIVE CONSOLIDATED NET INCOME OR LOSS OF THE
CORPORATION FOR THE PERIOD JANUARY 1, 2001 THROUGH THE DATE OF DETERMINATION AND
(III) $2,480,625 MULTIPLIED BY
1
THE NUMBER OF FULL FISCAL QUARTERS OF THE CORPORATION THAT HAVE ENDED AFTER
DECEMBER 31, 2000 BUT ON OR BEFORE THE DATE OF DETERMINATION (SUCH PRODUCT
REPRESENTING A 15% PER ANNUM CREDIT ON THE AGGREGATE DIVIDENDS OR DISTRIBUTIONS
MADE BY THE CORPORATION TO ITS STOCKHOLDERS DURING THE PERIOD OF OCTOBER 1, 1997
THROUGH DECEMBER 31, 2000), AND EXCLUDING, TO THE EXTENT OCCURRING AFTER
DECEMBER 31, 2000, THE IMPACT OF (A) NONRECURRING OPERATING LOSSES, NONRECURRING
OPERATING GAINS AND EXTRAORDINARY ITEMS, EACH AS DETERMINED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, (B) ANY CHARGE