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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/03/15 Builders FirstSource, Inc. 10-K 12/31/14 107:13M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 854K
2: EX-10.22 Material Contract HTML 48K
3: EX-23.1 Consent of Experts or Counsel HTML 31K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
71: R1 Document and Entity Information HTML 60K
57: R2 Consolidated Statements of Operations and HTML 125K
Comprehensive Income (Loss)
68: R3 Consolidated Statements of Operations and HTML 35K
Comprehensive Income (Loss) (Parenthetical)
75: R4 Consolidated Balance Sheets HTML 122K
96: R5 Consolidated Balance Sheets (Parenthetical) HTML 58K
59: R6 Consolidated Statements of Cash Flows HTML 154K
67: R7 Consolidated Statement of Changes in Stockholders HTML 106K
Equity
51: R8 Description of the Business HTML 34K
41: R9 Summary of Significant Accounting Policies HTML 130K
98: R10 Property, Plant and Equipment HTML 58K
77: R11 Discontinued Operations HTML 56K
76: R12 Acquisitions HTML 52K
83: R13 Goodwill HTML 53K
84: R14 Intangible Assets HTML 66K
81: R15 Accrued Liabilities HTML 58K
85: R16 Long-Term Debt HTML 108K
69: R17 Employee Stock-Based Compensation HTML 147K
72: R18 Facility Closure Costs HTML 53K
79: R19 Income Taxes HTML 216K
107: R20 Employee Benefit Plans HTML 35K
92: R21 Commitments and Contingencies HTML 62K
63: R22 Segment and Product Information HTML 65K
78: R23 Related Party Transactions HTML 36K
65: R24 Concentrations HTML 36K
32: R25 Supplemental Cash Flow Information HTML 45K
93: R26 Unaudited Quarterly Financial Data HTML 150K
102: R27 Subsequent Event HTML 34K
46: R28 Summary of Significant Accounting Policies HTML 197K
(Policies)
45: R29 Summary of Significant Accounting Policies HTML 107K
(Tables)
49: R30 Property, Plant and Equipment (Tables) HTML 56K
50: R31 Discontinued Operations (Tables) HTML 48K
52: R32 Acquisitions (Tables) HTML 41K
21: R33 Goodwill (Tables) HTML 50K
90: R34 Intangible Assets (Tables) HTML 68K
61: R35 Accrued Liabilities (Tables) HTML 57K
64: R36 Long-Term Debt (Tables) HTML 95K
36: R37 Employee Stock-Based Compensation (Tables) HTML 142K
106: R38 Facility Closure Costs (Tables) HTML 49K
13: R39 Income Taxes (Tables) HTML 216K
54: R40 Commitments and Contingencies (Tables) HTML 56K
95: R41 Segment and Product Information (Tables) HTML 58K
34: R42 Supplemental Cash Flow Information (Tables) HTML 43K
44: R43 Unaudited Quarterly Financial Data (Tables) HTML 149K
48: R44 Description of the Business - Additional HTML 40K
Information (Detail)
58: R45 Summary of Significant Accounting Policies - HTML 76K
Additional Information (Detail)
20: R46 Summary of Significant Accounting Policies - HTML 46K
Reconciliation of Accounts Receivable - Classified
(Detail)
40: R47 Summary of Significant Accounting Policies - HTML 43K
Rollforward of Allowance for Doubtful Accounts
(Detail)
15: R48 Summary of Significant Accounting Policies - HTML 46K
Estimated useful lives of assets (Detail)
94: R49 Summary of Significant Accounting Policies - HTML 41K
Reconciliation of Weighted Average Common Shares
Used in Calculation of Basic and Diluted EPS
(Detail)
33: R50 Summary of Significant Accounting Policies - HTML 44K
Schedule of Fair Value Option Award of Weighted
Average Assumptions (Detail)
91: R51 Property, Plant and Equipment - Summary of HTML 56K
Property, Plant and Equipment (Detail)
37: R52 Property, Plant and Equipment - Additional HTML 37K
Information (Detail)
55: R53 Discontinued Operations - Additional Information HTML 53K
(Detail)
14: R54 Discontinued Operations - Summary of Facility HTML 40K
Closure Reserves Related to Discontinued
Operations (Detail)
18: R55 Acquisitions - Additional Information (Detail) HTML 59K
47: R56 Acquisitions - Fair Values of Assets Acquired and HTML 59K
Liabilities Assumed at Acquisition Dates (Detail)
25: R57 Goodwill - Schedule of Change in Carrying Amount HTML 42K
of Goodwill (Detail)
99: R58 Goodwill - Additional Information (Detail) HTML 41K
60: R59 Intangible Assets - Summary of Intangible Assets HTML 47K
(Detail)
82: R60 Intangible Assets - Additional Information HTML 56K
(Detail)
39: R61 Intangible Assets - Estimated Amortization Expense HTML 44K
for Intangible Assets (Detail)
42: R62 Accrued Liabilities (Details) HTML 60K
89: R63 Long-Term Debt - Long-Term Debt (Detail) HTML 49K
86: R64 Long-Term Debt - Additional Information (Detail) HTML 235K
62: R65 Long-Term Debt - Effect of Derivative Financial HTML 46K
Instrument on Condensed Consolidated Statements of
Operations and Comprehensive Loss (Detail)
88: R66 Long-Term Debt - Fair Value Hierarchy Table on HTML 42K
Recurring Basis (Level 2) (Detail)
38: R67 Long-Term Debt - Future Maturities of Long-Term HTML 53K
Debt (Detail)
66: R68 Employee Stock-Based Compensation - Additional HTML 155K
Information (Detail)
101: R69 Employee Stock-Based Compensation - Summary of HTML 73K
Stock Option Activity (Detail)
17: R70 Employee Stock-Based Compensation - Outstanding HTML 88K
and Exercisable Stock Options (Detail)
31: R71 Employee Stock-Based Compensation - Summary of HTML 45K
Restricted Stock Activity (Detail)
56: R72 Employee Stock-Based Compensation - Summary of HTML 52K
Restricted Stock Unit Activity (Detail)
23: R73 Facility Closure Costs - Additional Information HTML 63K
(Detail)
104: R74 Facility Closure Costs - Summary of Facility HTML 41K
Closure Reserves (Detail)
35: R75 Income Taxes - Components of Income Tax Expense HTML 64K
(Benefit) Included in Continuing Operations
(Detail)
26: R76 Income Taxes - Reconciliation of Deferred Tax HTML 88K
Assets and Liabilities (Detail)
30: R77 Income Taxes - Reconciliation of Statutory Federal HTML 56K
Income Tax Rate to Our Effective Rate for
Continuing Operations (Detail)
19: R78 Income Taxes - Additional Information (Detail) HTML 90K
22: R79 Income Taxes - Changes in Valuation Allowance HTML 52K
(Detail)
73: R80 Income Taxes - Changes in Uncertain Tax Positions HTML 53K
Exclusive of Effect of Interest and Penalties
(Detail)
28: R81 Employee Benefit Plans - Additional Information HTML 40K
(Detail)
100: R82 Commitments and Contingencies - Additional HTML 46K
Information (Detail)
53: R83 Commitments and Contingencies - Schedule of Future HTML 59K
Noncancelable Operating Leases Payments (Details)
80: R84 Segment and Product Information - Additional HTML 35K
Information (Detail)
87: R85 Segment and Product Information - Segment HTML 58K
Reporting Information by Product Category (Detail)
27: R86 Related Party Transactions - Additional HTML 44K
Information (Detail)
29: R87 Concentrations - Additional Information (Detail) HTML 42K
97: R88 Supplemental Cash Flow Information - Supplemental HTML 37K
Cash Flow Information (Details)
24: R89 Unaudited Quarterly Financial Data (Details) HTML 112K
74: R90 Unaudited Quarterly Financial Data (Parenthetical) HTML 59K
(Detail)
70: R91 Subsequent Event - Additional Information (Detail) HTML 33K
103: XML IDEA XML File -- Filing Summary XML 178K
16: EXCEL IDEA Workbook of Financial Reports XLSX 220K
43: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.11M
7: EX-101.INS XBRL Instance -- bldr-20141231 XML 2.68M
9: EX-101.CAL XBRL Calculations -- bldr-20141231_cal XML 215K
10: EX-101.DEF XBRL Definitions -- bldr-20141231_def XML 591K
11: EX-101.LAB XBRL Labels -- bldr-20141231_lab XML 1.51M
12: EX-101.PRE XBRL Presentations -- bldr-20141231_pre XML 1.16M
8: EX-101.SCH XBRL Schema -- bldr-20141231 XSD 222K
105: ZIP XBRL Zipped Folder -- 0001564590-15-001235-xbrl Zip 196K
Exhibit 10.22
BUILDERS FIRSTSOURCE, INC.
NONSTATUTORY STOCK OPTION AWARD CERTIFICATE
Non-transferable
G R A N T T O
(“Grantee”)
the right to purchase from Builders FirstSource, Inc. (the “Company”)
_______ shares of its common stock, $0.01 par value, at the price of $_____ per share (the “Option”).
The Option is granted pursuant to and subject to the provisions of the Builders FirstSource, Inc. 2014 Incentive Plan (the “Plan”) and this Nonstatutory Stock Option Award Certificate (the “Certificate”), including without limitation the terms and conditions (the “Terms and Conditions”) beginning on page 2 hereof. By accepting the Option, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
Unless vesting is accelerated as provided in Section 1 hereof or otherwise in the discretion of the Committee, the Option shall vest (become exercisable) in accordance with the following schedule, provided that Grantee remains in Continuous Service with the Company or its Parent or any of their subsidiaries on each applicable vesting date:
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IN WITNESS WHEREOF, Builders FirstSource, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.
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BUILDERS FIRSTSOURCE, INC.
By: ________________________________
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Grant Date: |
TERMS AND CONDITIONS
1. Vesting of Option. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on the cover page of this Certificate. Notwithstanding the vesting schedule, the Option shall become fully vested and exercisable upon (i) the termination of Grantee’s Continuous Service with the Company or its Parent or any of their subsidiaries due to death or Disability, (ii) a Change in Control, unless the Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control, or (iii) if the Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, the termination of Grantee’s employment without Cause or Grantee resigns for Good Reason after the effective date of the Change in Control.
2. Term of Option and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:
(a) Three (3) months after the date of termination of Grantee’s Continuous Service with the Company or its Parent or any of their subsidiaries for any reason other than (i) for Cause or (ii) by reason of Grantee’s death or Disability.
(b) Twelve (12) months after the date of termination of Grantee’s Continuous Service with the Company or its Parent or any of their subsidiaries by reason of Grantee’s Disability.
(c) Twelve (12) months after the date of Grantee’s death, if Grantee dies while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option otherwise expires.
(d) Immediately upon the date of termination of Grantee’s Continuous Service with the Company or its Parent or any of their subsidiaries for Cause.
If Grantee or his or her beneficiary exercises the Option after termination of Grantee’s Continuous Service, the Option may be exercised only with respect to the Shares that were otherwise vested on termination of Grantee’s Continuous Service, including Option Shares vested by acceleration under Section 1 or otherwise at the discretion of the Committee. Any unvested portion of the Option that is not accelerated upon termination of Grantee’s Continuous Service will expire upon such termination of Grantee’s Continuous Service with the Company or its Parent or any of their subsidiaries.
3. Exercise of Option. The Option shall be exercised by (a) written notice directed to the Secretary of the Company or his or her designee at the address and in the form specified by the Secretary from time to time and (b) payment to the Company in full for the Shares subject to such exercise (unless the exercise is a broker-assisted cashless exercise, as described below). If the person exercising an Option is not Grantee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Option. Payment for such Shares shall be (a) in cash, (b) by delivery (actual or by attestation) of Shares previously acquired by the purchaser, (c) by withholding of Shares from the Option, or (d) any combination thereof, for the number of Shares specified in such written notice. The value of Shares surrendered or withheld for this purpose shall be the Fair Market Value as of the last trading day immediately prior to the exercise date. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable securities laws and any limitations as may be applied from time to time by the Committee (which need not be uniform), the Option may be exercised through a broker in a so-called “cashless exercise” whereby the broker sells the Option Shares on behalf of Grantee and delivers cash sales proceeds to the Company in payment of the exercise price.
4. Withholding. The Company or any its Parent or any of their subsidiaries has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the exercise of the Option. The withholding requirement may be satisfied, in whole or in part, by withholding from the Option Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as such officer establishes. The obligations of the Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where applicable, its Parent or any of their subsidiaries, will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
5. Limitation of Rights. The Option does not confer to Grantee or Grantee’s beneficiary any rights of a stockholder of the Company unless and until Shares are in fact issued to such person in connection with the exercise of the Option. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue in the service of the Company or any Affiliate.
6. Restrictions on Transfer. No right or interest of Grantee in the Option may be pledged, hypothecated, or otherwise encumbered to or in favor of any party other than the Company or its Parent or any of their subsidiaries, or be subjected to any lien, obligation, or liability of Grantee to any other party other than the Company or its Parent or any of their subsidiaries. The Option is not assignable or transferable by Grantee other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not) permit other transfers. The Option may be exercised during the lifetime of Grantee only by Grantee or any permitted transferee.
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7. Restrictions on Issuance of Shares. If at any time the Committee or the Board shall determine, in its discretion, that registration, listing, or qualification of the Shares covered by the Option upon any Exchange or under any foreign, federal, state, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee or the Board.
8. Amendment. The Committee may amend, modify, or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification, or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Option hereunder had expired) on the date of such amendment or termination.
9. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate. This Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.
10. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plan.
11. Compensation Recoupment Policy. This Award shall be subject to any compensation recoupment policy applicable by its terms to Grantee that the Company may adopt from time to time to comply with the rules or regulation of any governmental authority or to comply with the rules and regulations of any stock exchange upon which the Companies’ securities are registered.
12. Notice. Notices hereunder must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Builders FirstSource, Inc., 2001 Bryan Street, Suite 1600, Dallas, TX 75201; Attn: General Counsel, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
13. Entire Agreement. This Certificate, including, without limitation, the terms and conditions set forth herein, and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations, and negotiations in respect thereto.
14. Confidentiality. By accepting this Certificate and the related award, Grantee agrees to keep confidential and not to disclose to any person or entity information concerning the terms of this Certificate, the number of Options or Shares covered by this Certificate, or any transactions between the Grantee and the Company pursuant to this Certificate, except as required by applicable law.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 Builders FirstSource, Inc. 10-K 12/31/20 112:13M ActiveDisclosure/FA |