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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/01/14 Builders FirstSource, Inc. 10-Q 6/30/14 49:3.1M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 306K
2: EX-10 Ex-10.2 HTML 32K
3: EX-10 Ex-10.3 HTML 32K
4: EX-31 Ex-31.1 HTML 21K
5: EX-31 Ex-31.2 HTML 21K
6: EX-32 Ex-32.1 HTML 19K
32: R1 Document and Entity Information HTML 34K
24: R2 Condensed Consolidated Statements of Operations HTML 89K
and Comprehensive Income (Loss)
29: R3 Condensed Consolidated Statements of Operations HTML 19K
and Comprehensive Income (Loss) (Parenthetical)
34: R4 Condensed Consolidated Balance Sheets HTML 93K
45: R5 Condensed Consolidated Balance Sheets HTML 39K
(Parenthetical)
25: R6 Condensed Consolidated Statements of Cash Flows HTML 118K
28: R7 Basis of Presentation HTML 24K
22: R8 Net Loss per Common Share HTML 37K
16: R9 Debt HTML 53K
46: R10 Employee Stock-Based Compensation HTML 27K
36: R11 Income Taxes HTML 21K
35: R12 Commitments and Contingencies HTML 19K
40: R13 Segment and Product Information HTML 68K
41: R14 Acquisition HTML 24K
39: R15 Recent Accounting Pronouncements HTML 23K
42: R16 Subsequent Event HTML 19K
30: R17 Net Loss Per Common Share (Tables) HTML 32K
33: R18 Debt (Tables) HTML 60K
38: R19 Employee Stock-Based Compensation (Tables) HTML 21K
49: R20 Segment and Product Information (Tables) HTML 61K
43: R21 Net Loss Per Common Share - Additional Information HTML 31K
(Detail)
26: R22 Net Loss Per Common Share - Reconciliation of HTML 25K
Weighted Average Common Shares Used in Calculation
of Basic and Diluted EPS (Detail)
37: R23 Debt - Long-Term Debt (Detail) HTML 27K
27: R24 Debt - Effect of Derivative Financial Instrument HTML 21K
on Condensed Consolidated Statements of Operations
and Comprehensive Loss (Detail)
15: R25 Debt - Fair Value Hierarchy Table on Recurring HTML 21K
Basis (Level 2) (Detail)
44: R26 Debt - Additional Information (Detail) HTML 18K
47: R27 Employee Stock-Based Compensation - Additional HTML 47K
Information (Detail)
19: R28 Employee Stock-Based Compensation - Stock Option HTML 27K
Valuation (Detail)
18: R29 Income Taxes - Additional Information (Detail) HTML 20K
20: R30 Segment and Product Information - Additional HTML 19K
Information (Detail)
21: R31 Segment and Product Information - Segment HTML 25K
Reporting Information by Product Category (Detail)
23: R32 Acquisition - Additional Information (Detail) HTML 24K
14: R33 Subsequent Event - Additional Information (Detail) HTML 26K
48: XML IDEA XML File -- Filing Summary XML 68K
13: EXCEL IDEA Workbook of Financial Reports XLSX 63K
17: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 315K
7: EX-101.INS XBRL Instance -- bldr-20140630 XML 523K
9: EX-101.CAL XBRL Calculations -- bldr-20140630_cal XML 105K
10: EX-101.DEF XBRL Definitions -- bldr-20140630_def XML 445K
11: EX-101.LAB XBRL Labels -- bldr-20140630_lab XML 528K
12: EX-101.PRE XBRL Presentations -- bldr-20140630_pre XML 497K
8: EX-101.SCH XBRL Schema -- bldr-20140630 XSD 80K
31: ZIP XBRL Zipped Folder -- 0001564590-14-003053-xbrl Zip 62K
Exhibit 10.2
BUILDERS FIRSTSOURCE, INC.
2007 INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD CERTIFICATE
Non-transferable
GRANT TO
(“Grantee”)
by Builders FirstSource, Inc. (the “Company”) of
[NUMBER]
restricted stock units (the “Units”) convertible, on a one-for-one basis, into shares of its common stock, par value $0.01 per share.
The Units are granted pursuant to and subject to the provisions of the Builders FirstSource, Inc. 2007 Incentive Plan (the “Plan”) and this Restricted Stock Unit Award Certificate (the “Certificate”), including without limitation the Terms and Conditions beginning on page 2 hereof. By accepting the Units, 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 Units shall vest (become non-forfeitable) in accordance with the following schedule, provided that the Grantee remains in Continuous Service (as defined in the Company’s 2014 Incentive Plan) 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. |
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Grant Date: |
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By: |
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TERMS AND CONDITIONS
1. Vesting of Units. The Units shall vest (become non-forfeitable) in accordance with the vesting schedule shown on the cover page of this Certificate. Notwithstanding the vesting schedule, the Units 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 Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control, or (iii) if the Units are 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. For the purposes of this Section, Cause, Change in Control, Continuous Service, Disability, and Good Reason shall have the meanings given to them in the Company’s 2014 Incentive Plan (and not the Plan). The provisions providing for vesting upon a Change in Control set forth in Section 7 of the Plan shall not apply to the Units.
Unless vesting is accelerated as set forth above or otherwise under the Plan, if Grantee’s Continuous Service with the Company or its Parent or any of their subsidiaries ceases prior to the vesting date, Grantee shall forfeit all right, title and interest in and to the Units as of the date of such termination and the Units will be reconveyed to the Company without further consideration or any act or action by Grantee.
2. Conversion to Stock. Unless the Units are forfeited prior to the vesting date as provided in Section 1 above, the Units will be converted to actual shares of Stock on the vesting date. The Company shall issue the Shares in the name of the Grantee in either certificated or book entry form, as selected by the Company. Notwithstanding the foregoing, the Company shall have no obligation to issue Shares in payment of the Units until such issuance and payment shall comply with all relevant provisions of law and the requirements of any Exchange upon which the Company’s Shares are then listed.
3. Dividend Equivalents. If any record date for payment of dividends or other distributions with respect to the Shares is set on a date while the Units are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of Shares then underlying the Units shall be converted into additional restricted stock units in Grantee’s name, based on the Fair Market Value of the Stock as of the date such dividends or distributions are payable. Such additional restricted stock units shall be subject to the same conditions, including without limitation forfeiture and transfer restrictions and deferral terms, as apply to the Units with respect to which they relate. For example, dividend equivalents credited to outstanding Units are only earned to the extent that the related Units vest.
4. Changes in Capital Structure. If the Stock shall be changed into or exchanged for a different number or class of shares of stock or securities of the Company or of another company, whether through reorganization, recapitalization, statutory share exchange, reclassification, stock split-up, combination of shares, merger or consolidation, or otherwise, there shall be substituted for each share of Stock then underlying a Unit subject to this Certificate the number and class of shares of stock or securities into which each outstanding share of Stock shall be so exchanged.
5. Restrictions on Transfer. No right or interest of Grantee in the Units 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. Units are not assignable or transferable by Grantee other than by will or the laws of descent and distribution; but the Committee may permit other transfers.
6. Limitation of Rights. The Units do not confer to Grantee or Grantee’s beneficiary any rights of a stockholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the Units. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.
7. Payment of Taxes. Grantee will, no later than the date as of which any amount related to the Units first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind (including Grantee’s FICA obligation) required by law to be withheld with respect to such amount. The withholding requirement may be satisfied, in whole or in part, by the Company withholding from the Units upon settlement a number of shares of Stock 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 the Company establishes. The obligations of the Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates 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.
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 Units hereunder had expired) on the date of such amendment or termination.
9. Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a part of this Certificate. This Certificate shall be governed by and construed in accordance with the Plan.
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10. Compensation Recoupment Policy. This Award is subject to any compensation recoupment policy applicable by its terms to Grantee that the Company may adopt from time to time to comply with any applicable law, rule or regulation of any governmental authority or to comply with the rules and regulations of any stock exchange upon which the Company’s securities are registered.
11. 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.
12. 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.
13. 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 Units 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 |