BUILDERS FIRSTSOURCE, INC. AMENDED AND RESTATED DIRECTOR COMPENSATIONPOLICY
Exhibit 10.1
BUILDERS FIRSTSOURCE, INC.
AMENDED AND RESTATED DIRECTOR COMPENSATION POLICY
The Board of Directors (the “Board”) of Builders FirstSource, Inc. (the “Company”) has adopted the following amended and restated compensation policy for purposes of compensating those directors of the Company who meet the eligibility requirements described herein (the “Eligible Directors”). This compensation policy has been developed to compensate the Eligible Directors of the Company for their time, commitment and contributions to the Board. In order to qualify as an Eligible Director for purposes of receiving compensation under this policy (i) the director cannot concurrently be employed in any capacity by the Company or any of its subsidiaries; and (ii) the director cannot concurrently be employed by or affiliated with (a) JLL Partners, JLL Associates G.P. V, L.L.C, or JLL Building Holdings, LLC or any of their affiliates, or (b) Warburg Pincus & Co., Warburg Pincus LLC, or Warburg Pincus Private Equity IX, L.P. or any of their affiliates . For purposes of this policy, the term “affiliate” shall have the meaning ascribed to it in Rule 12b-2 promulgated under the Securities Exchange Act of 1934.
CASH COMPENSATION
Retainers for Serving on the Board
Eligible Directors shall be paid an annual retainer of $50,000, payable quarterly, for each year of his or her service on the Board (each a “Service Year”). Service Years will commence on August 1st and end on July 31st of each calendar year.
Retainers for Serving as Chairpersons
Eligible Directors shall be paid an annual retainer of $5,000, payable quarterly, for each Service Year in which he or she serves as the chairperson of a committee of the Board.
No Additional Retainers; No Per-Meeting Fees
There shall be no additional retainers for Eligible Directors who serve on, but do not chair a committee of the Board, nor shall any Eligible Director be paid any additional retainer for attendance at meetings of the Board or its committees.
EQUITY-BASED COMPENSATION
At the start of each Service Year, Eligible Directors (“Grantees”) shall receive equity-based compensation awards with a value at the time of issuance of approximately $50,000. Such awards shall be made in the form of restricted shares of the Company’s common stock to be granted by the Board pursuant to a form of restricted stock award agreement under the Company’s 2005 Equity Incentive Plan (or any successor plan), as amended from time to time. The restrictions on such shares shall lapse on the first anniversary of the grant date, with any unvested shares being forfeited to the Company.
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Initial Grants for New Eligible Directors Following (i) the initial appointment or election of each new Eligible Director to the Board, or (ii) a change in status which causes an ineligible director to qualify as an Eligible Director under this policy, a grant of restricted shares of the Company’s common stock will be made to such Eligible Director for that initial partial Service Year with a value at the time of issuance of approximately $50,000, prorated for that portion of the Service Year in which such Eligible Director will serve on the Board. Such grants shall be made as of (i) the date of commencement of Board service for a new Eligible Director, or (ii) the date a serving director becomes an Eligible Director, or (iii) such other date as the Board shall determine. The restrictions on such shares shall lapse on the first anniversary of the grant date, with any unvested shares being forfeited to the Company.
Vesting Upon Departure of a Director
If a Grantee shall cease to be a Director of the Company due to death, disability or retirement during the one-year vesting period applicable to any restricted shares granted hereunder, all restricted shares shall immediately vest and the stock certificates representing such restricted shares shall be promptly delivered to the Grantee by the Company. If the Grantee shall cease to be a Director of the Company for any other reason during such one-year vesting period, any unvested restricted shares shall be forfeited by the Grantee and the stock certificates representing such shares shall be cancelled.
TRAVEL EXPENSE REIMBURSEMENT
Each of the Eligible Directors shall be entitled to receive reimbursement for reasonable travel expenses which they properly incur in connection with their functions and duties as a director.
AMENDMENTS, REVISION AND TERMINATION
This policy may be amended, revised or terminated by the Board of Directors at any time and from time-to-time.
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